UNDERWRITING AGREEMENT Moody’s CorporationUnderwriting Agreement • August 20th, 2012 • Moodys Corp /De/ • Services-consumer credit reporting, collection agencies • New York
Moody’s Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $500,000,000 principal amount of its 4.500% Senior Notes due 2022 (the “Securities”). The Securities will be issued pursuant to an indenture dated as of August 19, 2010 (the “Base Indenture”), between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by the Second Supplemental Indenture to be dated as of the Closing Date (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”), between the Company and the Trustee.
MOODY’S CORPORATION as Issuer and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of August 20, 2012 to INDENTURE Dated as of August 19, 2010 4.50% Senior Notes due 2022Second Supplemental Indenture • August 20th, 2012 • Moodys Corp /De/ • Services-consumer credit reporting, collection agencies • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of August 20, 2012 (this “Supplemental Indenture”), between Moody’s Corporation, a corporation duly organized and existing under the laws of the State of Delaware, having its principal office at 7 World Trade Center at 250 Greenwich Street, New York, New York 10007 (the “Company”), and Wells Fargo Bank, National Association, a national banking association, organized and in good standing under the laws of the United States, as trustee (the “Trustee”).
