Verisk Analytics, Inc. (Delaware corporation) [l] Shares of Class A Common Stock PURCHASE AGREEMENTPurchase Agreement • November 21st, 2008 • Verisk Analytics, Inc. • Services-computer processing & data preparation • New York
The persons listed in Schedule B hereto (the “Selling Stockholders”), confirm their respective agreements with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), Morgan Stanley & Co. Incorporated (“Morgan Stanley”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch and Morgan Stanley are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Selling Stockholders, acting severally and not jointly, and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Class A Common Stock, par value $0.001 per share (“Common Stock”), of Verisk Analytics, Inc., a Delaware Corporation (the “Company”) set forth in Schedules A and B hereto and (ii) the grant by the Selling Stockholders to the
AMENDMENT NO. 2 TO NOTE PURCHASE AND MASTER SHELF AGREEMENTNote Purchase and Master Shelf Agreement • November 21st, 2008 • Verisk Analytics, Inc. • Services-computer processing & data preparation • New York
Reference is made to that certain Uncommitted Master Shelf Agreement, dated as of June 13, 2003 (as amended by Amendment No. 1 to Note Purchase and Master Shelf Agreement, dated as of February 1, 2005, and as further amended from time to time, the “Agreement”), among Insurance Services Office, Inc., a Delaware corporation (the “Company”), on the one hand, and The Prudential Insurance Company of America, U.S. Private Placement Fund, Baystate Investments, LLC, United of Omaha Life Insurance Company (collectively, the “Series A Purchasers”), each Prudential Affiliate which has become bound by certain provisions of the Agreement (as provided therein) (together with the Series A Purchasers, the “Purchasers”), and Prudential Investment Management, Inc. (“Prudential”), on the other, whereby the Company issued and sold its 2.15% Series A Notes due June 13, 2005 (the “Series A Notes”), its 4.11% Series B Notes due June 10, 2007 (the “Series B Notes”) and its 4.12% Series C Notes due June 28, 20
AMENDMENT NO. 3 TO NOTE PURCHASE AND MASTER SHELF AGREEMENTNote Purchase and Master Shelf Agreement • November 21st, 2008 • Verisk Analytics, Inc. • Services-computer processing & data preparation • New York
Reference is made to that certain Uncommitted Master Shelf Agreement, dated as of June 13, 2003 (as amended by Amendment No. 1 to Note Purchase and Master Shelf Agreement, dated as of February 1, 2005 and Amendment No. 2 to Note Purchase and Master Shelf Agreement dated as of June 13, 2005, and as further amended from time to time, the “Agreement”), among Insurance Services Office, Inc., a Delaware corporation (the “Company”), on the one hand, and The Prudential Insurance Company of America, U.S. Private Placement Fund, Baystate Investments, LLC, United of Omaha Life Insurance Company (collectively, the “Series A Purchasers”), each Prudential Affiliate which has become bound by certain provisions of the Agreement (as provided therein) (together with the Series A Purchasers, the “Purchasers”), and Prudential Investment Management, Inc. (“Prudential”), on the other, whereby the Company issued and sold its (i) 4.11% Series B Senior Notes due June 10, 2007 (the “Series B Notes”), (ii) 4.12
AMENDMENT NO. 1 TO NOTE PURCHASE AND MASTER SHELF AGREEMENTNote Purchase and Master Shelf Agreement • November 21st, 2008 • Verisk Analytics, Inc. • Services-computer processing & data preparation • New York
Reference is made to that certain Uncommitted Master Shelf Agreement, dated as of June 13, 2003 (as amended from time to time, the “Agreement”), among Insurance Services Office, Inc., a Delaware corporation (the “Company”), on the one hand, and The Prudential Insurance Company of America, U.S. Private Placement Fund, Baystate Investments, LLC, United of Omaha Life Insurance Company (collectively, the “Series A Purchasers”), each Prudential Affiliates which has become bound by certain provisions of the Agreement (as provided therein) (together with the Series A Purchasers, the “Purchasers”), and Prudential Investment Management, Inc. (“Prudential”), on the other, whereby the Company issued and sold its 2.15% Series A Notes due June 13, 2005 (the “Series A Notes”), its 4.11% Series B Notes due June 10, 2007 (the “Series B Notes”) and its 4.12% Series C Notes due June 28, 2007 (the “Series C Notes” and, together with the Series A Notes and the Series B Notes, the “Notes”). Capitalized ter
1. AUTHORIZATION OF ISSUE OF SHELF NOTES; DELIVERIES AT SIGNING 1 1A. Authorization 1 1B. Deliveries 2 2. PURCHASE AND SALE OF NOTES 3 2A. Purchase and Sale of Shelf Notes 3 2A(1). Facility 3 2A(2). Issuance Period 3 2A(3). Periodic Spread Information...Master Shelf Agreement • November 21st, 2008 • Verisk Analytics, Inc. • Services-computer processing & data preparation • New York
and each New York Life Affiliate (as hereinafter defined) which becomes bound by certain provisions of this Agreement as hereinafter provided, the “Purchasers”)
WAIVER AND AMENDMENT NO. 4 TO UNCOMMITTED MASTER SHELF AGREEMENTUncommitted Master Shelf Agreement • November 21st, 2008 • Verisk Analytics, Inc. • Services-computer processing & data preparation • New York
Reference is made to that certain Uncommitted Master Shelf Agreement, dated as of June 13, 2003 (as amended by Amendment No. 1 to Note Purchase and Master Shelf Agreement, dated as of February 1, 2005, Amendment No. 2 to Note Purchase and Master Shelf Agreement, dated as of June 13, 2005, Amendment No. 3 to Note Purchase and Master Shelf Agreement, dated as of January 23, 2006, and as further amended from time to time, the “Shelf Agreement”), among Insurance Services Office, Inc., a Delaware corporation (the “Company”), on the one hand, and The Prudential Insurance Company of America, U.S. Private Placement Fund, Baystate Investments, LLC, United of Omaha Life Insurance Company (collectively, the “Series A Purchasers”), and each Prudential Affiliate which has become bound by certain provisions of the Agreement (as provided therein) (together with the Series A Purchasers, the “Purchasers”), and Prudential Investment Management, Inc. (“Prudential”), on the other, whereby the Company issu
