Supplemental Indenture [No. 5] (2015)Full Document 

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FIFTH SUPPLEMENTAL INDENTURE

Dated as of May 15, 2015

To

INDENTURE

Dated as of April 6, 2011

4.000% SENIOR NOTES DUE 2025

5.500% SENIOR NOTES DUE 2045

VERISK ANALYTICS, INC.,

As the Company

AND

WELLS FARGO BANK, NATIONAL ASSOCIATION,

As Trustee


TABLE OF CONTENTS

ARTICLE I
DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01

Relationship with Base Indenture

1

Section 1.02

Definitions

2
ARTICLE II
THE NOTES

Section 2.01

Form and Dating

7

Section 2.02

Issuance of Additional Notes

9
ARTICLE III
REDEMPTION AND PREPAYMENT

Section 3.01

Notice of Redemption; Selection of Securities

9

Section 3.02

Notes Redeemed in Part

10

Section 3.03

Optional Redemption

10

Section 3.04

Mandatory Redemption

10
ARTICLE IV
PARTICULAR COVENANTS

Section 4.01

Limitation on Liens

11

Section 4.02

Limitation on Sale/Leaseback Transactions

12

Section 4.03

Offer to Purchase Upon Change of Control Repurchase Event

13
ARTICLE V
DEFAULTS

Section 5.01

Defaults

14

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ARTICLE VI
[RESERVED]
ARTICLE VII
MISCELLANEOUS

Section 7.01

Trust Indenture Act Controls

15

Section 7.02

Governing Law

15

Section 7.03

Successors

15

Section 7.04

Severability

15

Section 7.05

Counterpart Originals

15

Section 7.06

Table of Contents, Headings, Etc

15

Section 7.07

Validity or Sufficiency of Supplemental Indenture

15

Section 7.08

Waiver of Jury Trial

15

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FIFTH SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of May 15, 2015, between Verisk Analytics, Inc., a Delaware corporation, as the Company (the "Company") and Wells Fargo Bank, National Association, a national banking association, as Trustee (the "Trustee").

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture dated as of April 6, 2011 (the "Base Indenture"), providing for the issuance from time to time of one or more series of the Company’s senior notes and guarantees thereof by the initial Guarantors party thereto.

WHEREAS, the Trustee has acknowledged on May 15, 2015 the release of the guarantees of the Guarantors pursuant to Section 6.04 of each of the First Supplemental Indenture, dated as of April 6, 2011, among the Company, the Trustee and the Guarantors party thereto, the Second Supplemental Indenture, dated as of December 8, 2011, among the Company, the Trustee and the Guarantors party thereto, and the Third Supplemental Indenture, dated as of September 12, 2012, among the Company, the Trustee and the Guarantors party thereto.

WHEREAS, the Company desires and has requested the Trustee pursuant to Section 9.01 of the Base Indenture to join with it in the execution and delivery of this Supplemental Indenture in order to supplement the Base Indenture as and to the extent set forth herein to provide for the issuance and the terms of each series of the Notes (as defined below).

WHEREAS, the execution and delivery of this Supplemental Indenture has been duly authorized by a resolution of the Board of Directors of the Company.

WHEREAS, all conditions and requirements necessary to make this Supplemental Indenture a valid, binding and legal instrument in accordance with its terms have been performed and fulfilled by the parties hereto and the execution and delivery thereof have been in all respects duly authorized by the parties hereto.

NOW, THEREFORE, the Company and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined herein) of the 4.000% Senior Notes due 2025 (the "2025 Notes") and the Holders of the 5.500% Senior Notes due 2045 (the "2045 Notes," and together with the 2025 Notes, the

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