EX-10.1



 Exhibit 10.1 

EXECUTION VERSION 

SECOND AMENDMENT TO 

SECOND AMENDED AND RESTATED CREDIT AGREEMENT 

This SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 26, 2016 (this “Amendment”),
among Verisk Analytics, Inc., a Delaware corporation, as borrower (the “Borrower”) and the Lenders under the Credit Agreement (each as defined below) party hereto amends the Second Amended and Restated Credit Agreement, dated as of
April 22, 2015, as amended by the First Amendment, dated as of July 24, 2015 (as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, including all Schedules and Exhibits thereto, the
“Credit Agreement”) by and among, inter alios, the Borrower, the lenders party thereto from time to time (hereinafter collectively referred to as the “Lenders”), Bank of America, N.A. (“Bank of
America”), as swing line lender and letter of credit issuer (hereinafter, Bank of America, in its capacity as a letter of credit issuer, shall be referred to as the “L/C Issuer”) and Bank of America, as Administrative Agent
for the Lenders (hereinafter, in such capacity, referred to as the “Administrative Agent”). 
 W I T N E S S E T
H: 
 WHEREAS, the Borrower and the Lenders party hereto, being all of the Lenders, wish to amend the Credit Agreement as set
forth herein. 
 NOW THEREFORE, in consideration of the foregoing recital, mutual agreements contained herein and for good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower and the Lenders party hereto hereby agree as follows: 

Section 1. Defined Terms. All capitalized terms used but not defined in this Amendment shall have the respective meanings specified
in the Credit Agreement. 
 Section 2. Amendments to the Credit Agreement. Subject to the satisfaction of the conditions set
forth in Section 3 of this Amendment, the following amendments shall be made to the Credit Agreement: 
 (a) Amended
Schedule. Schedule 2.01 to the Credit Agreement is hereby amended and restated in its entirety in the form of Schedule 2.01 attached hereto. 

(b) Amended Definitions. The definitions of “Applicable Rate”, “Defaulting Lender”, “Federal Funds Rate”
and “Maturity Date” as set forth in Section 1.01 of the Credit Agreement shall be amended as follows: 

(i) The pricing grid set forth in the definition of “Applicable Rate” is amended and restated in its entirety as
follows: 
  

											
	 Pricing
Level
	  	 Consolidated

Funded Debt
 Leverage
Ratio
	  	 Commitment

Fee
	  	 Eurodollar

Rate
 Margin
	  	 Base Rate

Margin
	  	 Letter of

Credit Fee

	 1
	  	£ 1.00:1.00	  	12.5 bps	  	112.5 bps	  	12.5 bps	  	112.5 bps
	 2
	  	> 1.00:1.00 but £ 2.00:1.00	  	15.0 bps	  	125.0 bps	  	25.0 bps	  	125.0 bps
	 3
	  	> 2.00:1.00 but £ 2.75:1.00	  	17.5 bps	  	137.5 bps	  	37.5 bps	  	137.5 bps
	 4
	  	> 2.75:1.00 but £ 3.25:1.00	  	20.0 bps	  	150.0 bps	  	50.0 bps	  	150.0 bps
	 5
	  	>3.25:1.00	  	25.0 bps	  	162.5 bps	  	62.5 bps	  	162.5 bps








 (ii) The definition of “Defaulting Lender” is amended to include the
phrase “or a Bail-In Action” at the end of clause (d)(i) thereof. 
 (iii) The definition of “Federal Funds
Rate” is amended to delete the reference therein to “arranged by Federal funds brokers”. 
 (iv) The
definition of “Maturity Date” is amended to replace the reference to “the date that is five years following the Effective Date” with “May 15, 2021”. 

(c) Additional Definitions. The following definitions shall be inserted in alphabetical order in Section 1.01 of the Credit
Agreement: 
 “Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable
EEA Resolution Authority in respect of any liability of an EEA Financial Institution. 
 “Bail-In
Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time
to time which is described in the EU Bail-In Legislation Schedule. 
 “EEA Financial Institution” means
(a) any institution established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause
(a) of this definition, or (c) any institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its
parent; 
 “EEA Member Country” means any of the member states of the European Union, Iceland,
Liechtenstein, and Norway. 
 “EEA Resolution Authority” means any public administrative authority or any
Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. 

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market
Association (or any successor Person), as in effect from time to time. 
 “Write-Down and Conversion Powers”
means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers
are described in the EU Bail-In Legislation Schedule. 

  
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 (d) Amended Section. Clause (b) of Section 2.17 is amended to include the phrase
“subject to Section 10.22,” at the beginning of the final proviso thereof. 
 (e) Added Sections. 

(i) The following Section 5.21 shall be inserted immediately following Section 5.20 of the Credit
Agreement as a new Section 5.21: 
 5.21 EEA Financial Institutions. No Loan Party is an EEA Financial Institution. 

(ii) The following Section 10.22 shall be inserted immediately following Section 10.21 of the Credit
Agreement as a new Section 10.22: 
 10.22 Acknowledgement and Consent to Bail-In of EEA Financial
Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution
arising under any Loan Document may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: 

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may
be payable to it by any party hereto that is an EEA Financial Institution; and 
 (b) the effects of any Bail-In Action on any such
liability, including, if applicable: 
 (i) a reduction in full or in part or cancellation of any such liability; 

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial
Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability
under this Agreement or any other Loan Document; or 
 (iii) the variation of the terms of such liability in connection with
the exercise of the write-down and conversion powers of any EEA Resolution Authority. 
 Section 3. Conditions to Effectiveness.
This Amendment shall become effective on the date on which each of the following conditions is satisfied (the “Second Amendment Effective Date”): 

(a) Executed Amendment. The Administrative Agent shall have received one or more counterparts of this Amendment, duly executed and
delivered by the Borrower, the L/C Issuer, the Swing Loan Lender and the Administrative Agent and each Lender. 

  
 3 








 (b) Expenses. The Administrative Agent shall have received payment of all expenses then
due and payable to the Administrative Agent pursuant to the Credit Agreement (including all reasonable attorney costs of the Administrative Agent), subject to the Borrower receiving an invoice with respect thereto. 

(c) Amendment Fees. The Borrower shall have paid to the Lead Arranger and the Administrative Agent, as applicable, the fees set forth in
the fee letter, dated as of May 5, 2016, by and among the Borrower, the Lead Arranger and the Administrative Agent, in each case, to the extent such fees are payable on the Second Amendment Effective Date. 

Section 4. Representations and Warranties. To induce the Lenders to enter into this Amendment, the Borrower represents and warrants
to the Administrative Agent and Lenders that, as of the Second Amendment Effective Date: 
 (a) the execution, delivery and performance by
the Borrower of this Amendment or any other Loan Document to which it is a party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (i) contravene the terms of any of the
Borrower’s Organization Documents; (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (A) any material Contractual Obligation to which the
Borrower is a party or (B) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its Property is subject; or (iii) violate any Law; 

(b) no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority is necessary
or required in connection with the execution, delivery or performance by the Borrower of this Amendment or any other Loan Document and no consent of any other Person is required in connection with the execution, delivery or performance by the
Borrower of this Agreement or any other Loan Document except any such consent the failure of which to obtain could not reasonably be expected to have a Material Adverse Effect; 

(c) this Amendment has been duly executed and delivered by the Borrower and this Amendment and the Credit Agreement, as amended hereby
constitute the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting
creditors’ rights generally and subject to general principals of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); 

(d) immediately prior to and after giving effect to the terms, conditions, and provisions of this Amendment, no Default or Event of Default
exists; and 
 (e) all representations and warranties of the Borrower contained in the Credit Agreement and all of the other Loan Documents
are true and correct as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that the representations and
warranties contained in subsections (a), (b), and (c) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and
(b), respectively, of Section 6.01 of the Credit Agreement. 
 Section 5. Acknowledgement of Revised
Commitments. Notwithstanding anything to the contrary in the Credit Agreement or other Loan Documents, each party hereto acknowledges and agrees that commencing on the Second Amendment Effective Date, the Commitments of the Lenders shall be as
set forth on the new Schedule 2.01 referenced in Section 2(a) of this Amendment. 

  
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 Section 6. Miscellaneous.  

(a) Confirmation of Loan Documents. The Borrower hereby covenants and agrees that, except as expressly amended and/or modified by this
Amendment, all of the terms, conditions, and provisions of the Credit Agreement and the other Loan Documents shall remain unchanged and in full force and effect. All of the indebtedness represented by the Loan Documents and all other obligations,
responsibilities, and liabilities of the Borrower to the Lenders and the Administrative Agent are owed without any offset, defenses, or counterclaims whatsoever. The Credit Agreement, together with this Amendment, shall be read and construed as a
single agreement. All references in the Loan Documents to the Credit Agreement or any other Loan Document shall hereafter refer to the Credit Agreement or any other Loan Document as amended hereby. On and after the date hereof, this Amendment shall
for all purposes constitute a “Loan Document”. 
 (b) Limitation of this Amendment. The amendments set forth herein are
effective solely for the purposes set forth herein and shall be limited precisely as written. Except as otherwise set forth herein, nothing contained herein and no actions taken pursuant to the terms hereof are intended to constitute a novation of
the Facility, or any waiver of the terms, conditions, or provisions of the Credit Agreement and/or any of the other Loan Documents and do not constitute a release, termination or waiver of any of the rights and/or remedies granted to the Lenders
and/or the Administrative Agent under the Loan Documents. Upon the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “herein”, “hereof” and words of like import and each
reference in the Credit Agreement and the Loan Documents to the Credit Agreement shall mean and refer to the Credit Agreement as amended hereby. 

(c) Captions. Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect
the construction of, or be taken into consideration in interpreting, this Amendment. 
 (d) Successors and Assigns. This Amendment
shall be binding upon and shall inure to the sole benefit of the Borrower, the Administrative Agent and the Lenders and their respective successors and assigns. 

(e) References. Any reference to the Credit Agreement contained in any notice, request, certificate, or other document executed
concurrently with or after the execution and delivery of this Amendment shall be deemed to include this Amendment unless the context shall otherwise require. 

(f) Miscellaneous. This Amendment shall be subject to the following Sections of the Credit Agreement, as if set forth herein in their
entirety: Sections 10.10, 10.12, 10.14, 10.15 and 10.16. 

  
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 IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered as
of the date first above written. 
  

					
	 VERISK ANALYTICS, INC., 

as the Borrower

		
	By:	 	 /s/ Mark V. Anquillare

		 	Name:	 	Mark V. Anquillare
		 	Title:	 	Chief Financial Officer


 Signature Page to Second Amendment - Verisk 







 
					
	 BANK OF AMERICA, N.A., 

as the Administrative Agent

		
	By:	 	 /s/ Darlene R. DiGrazia

		 	Name:	 	Darlene R. DiGrazia
		 	Title:	 	Vice President


 Signature Page to Second Amendment - Verisk 







 
					
	 BANK OF AMERICA, N.A., 

as a Lender, L/C Issuer and Swing Line Lender

		
	By:	 	 /s/ William P. Warren

		 	Name:	 	William. P. Warren
		 	Title:	 	Senior Vice President


 Signature Page to Second Amendment - Verisk 







 
					
	 JPMORGAN CHASE BANK, N.A., 

as a Lender

		
	By:	 	 /s/ Hector J. Varona

		 	Name:	 	Hector J. Varona
		 	Title:	 	Executive Director


 Signature Page to Second Amendment - Verisk 







 
					
	 SUNTRUST BANK, 

as a Lender

		
	By:	 	 /s/ Marshall T. Mangum, III

		 	Name:	 	Marshall T. Mangum, III
		 	Title:	 	Director


 Signature Page to Second Amendment - Verisk 







 
					
	 WELLS FARGO BANK N.A., 

as a Lender

		
	By:	 	 /s/ Rahul Baig

		 	Name:	 	Rahul Baig
		 	Title:	 	Managing Director


 Signature Page to Second Amendment - Verisk 







 
					
	 CITIZENS BANK, N.A., 

as a Lender

		
	By:	 	 /s/ Barrett D. Bencivenga

		 	Name:	 	Barrett D. Bencivenga
		 	Title:	 	Managing Director


 Signature Page to Second Amendment - Verisk 







 
					
	 MORGAN STANLEY BANK, N.A., 

as a Lender

		
	By:	 	 /s/ Michael King

		 	Name:	 	Michael King
		 	Title:	 	Authorized Signatory


 Signature Page to Second Amendment - Verisk 







 
					
	 HSBC BANK USA, N.A., 

as a Lender

		
	By:	 	 /s/ Robert Moravec

		 	Name:	 	Robert Moravec
		 	Title:	 	SVP


 Signature Page to Second Amendment - Verisk 







 
					
	 ROYAL BANK OF CANADA, 

as a Lender

		
	By:	 	 /s/ Kamran Khan

		 	Name:	 	Kamran Khan
		 	Title:	 	Authorized Signatory


 Signature Page to Second Amendment - Verisk 







 
					
	 BNP PARIBAS, 

as a Lender

		
	By:	 	 /s/ Barbara Nash

		 	Name:	 	Barbara Nash
		 	Title:	 	Managing Director
		
	By:	 	 /s/ Maria Mulic

		 	Name:	 	Maria Mulic
		 	Title:	 	Director


 Signature Page to Second Amendment - Verisk 







 
					
	 TD BANK, N.A., 

as a Lender

		
	By:	 	 /s/ Craig Welch

		 	Name:	 	Craig Welch
		 	Title:	 	Senior Vice President


 Signature Page to Second Amendment - Verisk 







 
					
	 CAPITAL ONE, NATIONAL ASSOCIATION,

as a Lender

		
	By:	 	 /s/ Nancy McIver

		 	Name:	 	Nancy McIver
		 	Title:	 	Senior Vice President


 Signature Page to Second Amendment - Verisk 







 
					
	 THE NORTHERN TRUST COMPANY, 

as a Lender

		
	By:	 	 /s/ Andrew D. Holtz

		 	Name:	 	Andrew D. Holtz
		 	Title:	 	Senior Vice President


 Signature Page to Second Amendment - Verisk 







 SCHEDULE 2.01 

COMMITMENTS 
 AND
APPLICABLE PERCENTAGES 
  

									
	 Lender
	  	Commitment	 	  	Applicable Percentage	 
	 Bank of America, N.A.
	  	$	270,000,000	  	  	 	18.000000000	% 
	 JPMorgan Chase Bank, N.A.
	  	$	170,000,000	  	  	 	11.333333333	% 
	 SunTrust Bank
	  	$	170,000,000	  	  	 	11.333333333	% 
	 Wells Fargo Bank N.A.
	  	$	170,000,000	  	  	 	11.333333333	% 
	 Citizens Bank, N.A.
	  	$	150,000,000	  	  	 	10.000000000	% 
	 Morgan Stanley Bank, N.A.
	  	$	150,000,000	  	  	 	10.000000000	% 
	 HSBC Bank USA, N.A.
	  	$	85,000,000	  	  	 	5.666666667	% 
	 Royal Bank of Canada
	  	$	85,000,000	  	  	 	5.666666667	% 
	 BNP Paribas
	  	$	75,000,000	  	  	 	5.000000000	% 
	 TD Bank, N.A.
	  	$	75,000,000	  	  	 	5.000000000	% 
	 Capital One, National Association
	  	$	50,000,000	  	  	 	3.333333333	% 
	 The Northern Trust Company
	  	$	50,000,000	  	  	 	3.333333333	% 
	 Total
	  	$	1,500,000,000.00	  	  	 	100.0000	%