S-3ASR

As filed with the Securities and Exchange Commission on March 29, 2011

Registration No. 333-          

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

VERISK ANALYTICS, INC.*

(Exact Name of Registrant as Specified in Its Charter)

Delaware	26-2994223
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

Kenneth E. Thompson

Executive Vice President, General

Counsel and Corporate Secretary

Verisk Analytics, Inc.

545 Washington Boulevard

Jersey City, NJ 07310-1686

(201) 469-2000

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copy to:

Richard J. Sandler

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

(212) 450-4000

Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  þ

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  þ

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  þ	Accelerated filer  o
Non-accelerated filer  o (Do not check if a smaller reporting company)	Smaller reporting company  o

* Certain subsidiaries of Verisk Analytics, Inc. are also registrants and are identified on the following page.

CALCULATION OF REGISTRATION FEE

Title of Each		Proposed Maximum	Proposed Maximum
Class of Securities	Amount to be	Offering Price	Aggregate Offering	Amount of
to be Registered	Registered(1)	Per Unit(1)	Price(1)	Registration Fee(1)
Verisk Analytics, Inc.: Class A Common Stock
Preferred Stock
Debt Securities
Guarantees of Debt Securities(2)
Rights to purchase Class A Common Stock
Warrants to purchase Debt Securities
Units
Certain subsidiaries of Verisk Analytics, Inc. identified on the following page
Guarantees of Debt Securities(2)

(1)	An indeterminate amount of securities to be offered at indeterminate prices is being registered pursuant to this registration statement. The registrant is deferring payment of the registration fee pursuant to Rule 456(b) and is omitting this information in reliance on Rule 456(b) and Rule 457(r).
(2)	No separate consideration will be received for the guarantees of the debt securities being registered. In accordance with Rule 457(n) under the Securities Act, no registration fee is payable with respect to the guarantees.

TABLE OF ADDITIONAL REGISTRANTS

	State or Other	Primary Standard
	Jurisdiction of	Industrial	I.R.S. Employer
	Incorporation or	Classification Code	Identification
Exact Name of Registrant as Specified in Its Charter*	Organization	Number	Number
Insurance Services Office, Inc.	Delaware	7374	13-3131412
ISO Staff Services, Inc.	Delaware	7374	06-1566106
Xactware Solutions, Inc.	Delaware	7374	13-3189711
ISO Services, Inc.	Delaware	7374	13-3973142
ISO Claims Services, Inc.	Delaware	7374	13-4160667
AIR Worldwide Corporation	Delaware	7374	33-1004254
Interthinx, Inc.	California	7374	95-4671534
Verisk Health, Inc.	Massachusetts	7374	04-3308685
D2Hawkeye, Inc.	Delaware	7374	04-3542054

* The address, including zip code, and telephone number, including area code, of each registrant’s principal executive offices is Verisk Analytics, Inc., 545 Washington Boulevard, Jersey City, NJ 07310-1686, Tel. (201) 469-2000.

PROSPECTUS

VERISK ANALYTICS, INC.

Class A Common Stock

Preferred Stock

Debt Securities

Guarantees of Debt Securities

Rights to Purchase Class A Common Stock

Warrants to Purchase Debt Securities

Units

INSURANCE SERVICES OFFICE, INC.

ISO STAFF SERVICES, INC.

XACTWARE SOLUTIONS, INC.

ISO SERVICES, INC.

ISO CLAIMS SERVICES, INC.

AIR WORLDWIDE CORPORATION

INTERTHINX, INC.

VERISK HEALTH, INC.

D2HAWKEYE, INC.

Guarantees of Debt Securities

Verisk Analytics, Inc. and/or its selling stockholders, as applicable, may offer from time to time Class A common stock, preferred stock, debt securities, guarantees of debt securities, rights to purchase Class A common stock, warrants to purchase debt securities and units consisting of any of the foregoing securities. Selling stockholders of Verisk Analytics, Inc. may offer from time to time Class A common stock.

This prospectus also relates to guarantees of debt securities by any of the subsidiaries identified in this prospectus. Each of the securities registered hereby will be issued on terms to be determined at the time of the offering of such securities. This prospectus will allow us to issue securities over time.

We will provide a prospectus supplement each time we any/or any selling stockholders sell securities, which will inform you about the specific terms of that offering and may also supplement, update or amend information contained in this document. You should read this prospectus and the applicable prospectus supplement carefully before you invest.

Our Class A common stock is listed for trading on the NASDAQ Global Select Market under the symbol “VRSK.” We have not yet determined whether any of the other securities that may be offered by this prospectus will be listed on any exchange, inter-dealer quotation system or over-the-counter market. If we decide to seek the listing of any such securities upon issuance, the prospectus supplement relating to those securities will disclose the exchange, quotation system or market on which the securities will be listed.

Investing in these securities involves certain risks.  See “Risk Factors” beginning on page 16 of our annual report on Form 10-K for the year ended December 31, 2010, which is incorporated by reference herein, and “Risk Factors” in any prospectus supplement.

We and/or our selling stockholders, as applicable, may offer and sell these securities to or through one or more underwriters, dealers or agents, or directly to investors, on a continuous or delayed basis.

The applicable prospectus supplement will provide the names of any underwriters, dealers or agents, the specific terms of the plan of distribution, any over-allotment option and any applicable underwriting discounts and commissions.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is March 29, 2011.

We have not authorized anyone to provide any information other than that contained or incorporated by reference in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information contained in or incorporated by reference in this prospectus is accurate as of any date other than the date on the front of this prospectus. The terms “we,” “us,” and “our” refer to Verisk Analytics, Inc. and its consolidated subsidiaries. We use the term “Verisk” to refer specifically to Verisk Analytics, Inc. as the public reporting company.

TABLE OF CONTENTS

	Page
Verisk Analytics, Inc.		2
The Subsidiary Registrants		2
Where You Can Find More Information		3
Special Note on Forward-Looking Statements		3
Risk Factors		4
Use of Proceeds		4
Ratio of Earnings to Fixed Charges		4
Description of Capital Stock		5
Description of Debt Securities and Guarantees of Debt Securities		8
Description of Rights		19
Description of Warrants		19
Description of Units		19
Forms of Securities		19
Plan of Distribution		21
Validity of Securities		22
Experts		22
EX-4.3
EX-4.4
EX-4.10
EX-4.11
EX-4.12
EX-5.1
EX-10.1
EX-12.1
EX-23.1
EX-25.1
EX-25.2

VERISK ANALYTICS, INC.

Verisk Analytics, Inc., through its subsidiaries, is the largest aggregator and provider of detailed actuarial and underwriting data pertaining to United States, or U.S., property and casualty, or P&C, insurance risks and offers solutions for detecting fraud in the U.S. P&C insurance, healthcare and mortgage industries, and sophisticated methods to predict and quantify loss in diverse contexts ranging from natural catastrophes to health insurance.

Verisk was incorporated under the laws of Delaware in 2008 and became a publicly reporting company after its initial public offering in October 2009.

THE SUBSIDIARY REGISTRANTS

Verisk is a holding company and its most significant assets are the stock interests of its subsidiaries. The following subsidiaries, each of which is a wholly-owned direct or indirect subsidiary of Verisk, may guarantee debt securities of Verisk:

•  Insurance Services Office, Inc.

•  ISO Staff Services, Inc.

•  Xactware Solutions, Inc.

•  ISO Services, Inc.

•  ISO Claims Services, Inc.

•  AIR Worldwide Corporation

•  Interthinx, Inc

•  Verisk Health, Inc.

•  D2Hawkeye, Inc.

If so provided in a prospectus supplement or term sheet, each of the guarantors will fully and unconditionally guarantee on a joint and several basis our obligations under the debt securities, subject to certain limitations.

Our principal executive offices are located at 545 Washington Boulevard, Jersey City, New Jersey, 07310-1686 and our telephone number is (201) 469-2000. We maintain a website at www.verisk.com where general information about us is available. We are not incorporating the contents of the website into this prospectus.

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the SEC utilizing a “shelf” registration process. Under this shelf process, we and/or our selling stockholders, as applicable, may sell the securities described in this prospectus in one or more offerings. This prospectus provides you with a general description of the securities we and/or any selling stockholders may offer. Each time we and/or any selling stockholders sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with additional information described under the heading “Where You Can Find More Information.”

2

WHERE YOU CAN FIND MORE INFORMATION

Verisk files annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any document that Verisk files at the Public Reference Room of the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site at http://www.sec.gov, from which interested persons can electronically access our SEC filings, including the registration statement and the exhibits and schedules thereto.

The SEC allows us to “incorporate by reference” the information Verisk files with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus, and information that Verisk files later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and all documents subsequently filed with the SEC pursuant to Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, prior to the termination of the offering under this prospectus:

(a) Verisk’s Annual Report on Form 10-K for the year ended December 31, 2010, except for Item 8, which has been superseded by our Current Report on Form 8-K filed on March 29, 2011;

(b) Verisk’s Definitive Proxy Statement filed on April 28, 2010; and

(c) Verisk’s Current Reports on Form 8-K filed on February 24, 2011 and March 29, 2011.

We will provide without charge to each person, including any beneficial owner, to whom a copy of this prospectus is delivered, upon written or oral request of such person, a copy of any or all of the documents referred to above which have been or may be incorporated by reference in this prospectus. You should direct requests for those documents to Verisk Analytics, Inc., 545 Washington Boulevard, Jersey City, NJ 07310-1686, Attention: Investor Relations (telephone: (201) 469-2142). The incorporated materials may also be found on the Investor Relations portion of our website at investor.verisk.com. Our website and the information contained in it or connected to it shall not be deemed to be incorporated into this prospectus or the registration statement.

SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS

We have made or incorporated by reference statements under the captions “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and in other sections of this prospectus or the documents incorporated by reference herein that are forward-looking statements. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include projections of our future financial performance, our anticipated growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements, including those factors discussed under the caption entitled “Risk Factors” beginning on page 16 of Verisk’s annual report on Form 10-K for the year ended December 31, 2010, which is incorporated by reference herein, and the “Risk Factors” included in any prospectus supplement. You should specifically consider the numerous risks outlined under “Risk Factors.”

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. We are under no duty to update any of these forward-looking statements after the date of this prospectus to conform our prior statements to actual results or revised expectations.

3

RISK FACTORS

An investment in our securities involves significant risks. Before purchasing any securities, you should carefully consider and evaluate all of the information included and incorporated by reference or deemed to be incorporated by reference in this prospectus or the applicable prospectus supplement, including the risk factors incorporated by reference herein from our Annual Report on Form 10-K for the year ended December 31, 2010, as updated by annual, quarterly and other reports and documents we file with the SEC after the date of this prospectus and that are incorporated by reference herein or in the applicable prospectus supplement. Our business, results of operations or financial condition could be adversely affected by any of these risks or by additional risks and uncertainties not currently known to us or that we currently consider immaterial.

USE OF PROCEEDS

Except as otherwise set forth in a prospectus supplement, we intend to use the net proceeds from the sale of the securities for general corporate purposes, which could include repayments of outstanding debt, and for business acquisitions or investments.

RATIO OF EARNINGS TO FIXED CHARGES

The table below sets forth our ratios of earnings to fixed charges for the periods indicated. The ratios have been calculated based upon earnings from continuing operations before fixed charges and taxes on income. Fixed charges include interest and an estimate of the portion of minimum rentals that represents interest.

For the Fiscal Years Ended
December 31,	December 31,	December 31,	December 31,	December 31,
2010	2009	2008	2007	2006
8.9x	6.2x	7.0x	8.0x	8.8x

4

DESCRIPTION OF CAPITAL STOCK

Our authorized capital stock consists of 1,200,000,000 shares of Class A common stock, par value $0.001 per share, 800,000,000 shares of Class B common stock, par value $0.001 per share, sub-divided into the following two series of Class B common stock: (1) 400,000,000 shares of Class B (Series 1) common stock and (2) 400,000,000 shares of Class B (Series 2) common stock, and 80,000,000 shares of preferred stock, par value $0.001 per share.

The following descriptions are summaries of the material terms of our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, and the descriptions are qualified by reference to those documents. Please refer to the more detailed provisions of the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, copies of which are filed with the Securities and Exchange Commission as exhibits to our registration statement and applicable law.

Common Stock

Voting Rights

Holders of our common stock have the sole right and power to vote on all matters on which a vote of stockholders is to be taken, except as provided by statute or resolution of our board of directors in connection with the issuance of preferred stock in accordance with our Amended and Restated Certificate of Incorporation. The holders of Class A common stock and Class B common stock generally have identical rights, except that only holders of Class A common stock are entitled to vote on the election of Class A directors and only holders of Class B common stock are entitled to vote on the election of Class B directors.

Until the earlier of (a) October 6, 2011 or (b) the date on which there are no shares of Class B common stock issued and outstanding, the amendment of certain of the provisions in our amended and restated certificate of incorporation will require the affirmative vote of at least two-thirds of the votes cast thereon by the outstanding shares of each of the Class A common stock and the Class B common stock, voting separately as a class. These provisions include certain of the limitations described below under “— Dividend Rights”, “— Liquidation Rights”, “— Transfer Restrictions”, “— Conversion”, “— Beneficial Ownership Limitations” and “Anti-Takeover Effects of Delaware Law — Staggered Boards.” From and after the earlier of the events described above, the amendment of the provisions described below under “— Beneficial Ownership Limitations” in our amended and restated certificate of incorporation will require the affirmative vote of at least two-thirds of the voting power of the outstanding shares of common stock.

Dividend Rights

Our Class A common stock and Class B common stock will share equally (on a per share basis) in any dividend declared by our board of directors, subject to any preferential or other rights of any outstanding preferred stock and to the distinction that any stock dividends will be paid in shares of Class A common stock to the holders of our Class A common stock and in shares of Class B common stock to the holders of our Class B common stock.

Liquidation Rights

Upon liquidation, dissolution or winding up, our Class A common stock and Class B common stock will be entitled to receive ratably the assets available for distribution to the stockholders after payment of liabilities and payment of preferential and other amounts, if any, payable on any outstanding preferred stock.

Transfer Restrictions

Shares of our Class B (Series 1) common stock are not transferable until April 6, 2011. Shares of our Class B (Series 2) common stock are not transferable until October 6, 2011. The above described limitations on transfer are, however, subject to the following exceptions:

•  any transfer to us by any person or entity;

5

•  any transfer of any shares of Class B common stock of either series to any other holder of Class B common stock or its affiliate;

•  any transfer of any shares of Class B common stock of any applicable series to an affiliate of such holder; and

•  any transfer by a holder of Class B common stock to any person that succeeds to all or substantially all of the assets of such holder, whether by merger, consolidation, amalgamation, sale of substantially all assets or other similar transactions.

Our board of directors may approve exceptions to the limitation on transfers of our Class B common stock in their sole discretion, in connection with the sale of such Class B common stock in a public offering registered with the Securities and Exchange Commission or in such other limited circumstances as our board of directors may determine. Any Class B common stock sold to the public will first be converted to Class A common stock.

Conversion

Our Class A common stock is not convertible into any other shares of our capital stock. On April 6, 2011, each share of Class B (Series 1) common stock shall convert automatically, without any action by the holder, into one share of Class A common stock. On October 6, 2011, each share of Class B (Series 2) common stock shall convert automatically, without any action by the holder, into one share of Class A common stock. The conversion rate applicable to any conversion of shares of our Class B common stock shall always be one-to-one (i.e., one share of Class B common stock will, upon transfer, be converted into one share of Class A common stock).

Once transferred and converted into Class A common stock, the Class B common stock shall not be reissued. No class of common stock may be subdivided or combined unless the other class of common stock concurrently is subdivided or combined in the same proportion and in the same manner.

No conversions of shares of Class B common stock will be effected prior to the expiration of the transfer restrictions described under “— Transfer Restrictions,” although our board of directors may make exceptions to such transfer restrictions, including in connection with a registered public offering of our Class A common stock, such as the transaction described in this prospectus.

Beneficial Ownership Limitations

Our amended and restated certificate of incorporation prohibits any insurance company from beneficially owning more than ten percent of the aggregate outstanding shares of our common stock. If any transfer is purportedly effected which, if effected, would result in a violation of this limitation, the intended transferee will acquire no rights in respect of the shares in excess of this limitation, and the purported transfer of such number of excess shares will be null and void. In this context an insurance company means any insurance company whose primary activity is the writing of insurance or the reinsuring of risks underwritten by insurance companies or any other entity controlling, controlled by or under common ownership, management or control with such insurer or reinsurer.

Preferred Stock

The board of directors has the authority to issue the preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting any series or the designation of such series, without further vote or action by the stockholders.

The issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of the Company without further action by the stockholders and may adversely affect the voting and other rights of the holders of common stock. At present, we have no plans to issue any of the preferred stock.

Anti-Takeover Effects of Delaware Law

We are subject to the “business combination” provisions of Section 203 of the Delaware General Corporation Law. In general, such provisions prohibit a publicly held Delaware corporation from engaging in various “business

6

combination” transactions with any interested stockholder for a period of three years after the date of the transaction in which the person became an interested stockholder, unless

•  the transaction is approved by the board of directors prior to the date the interested stockholder obtained such status;

•  upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced; or

•  on or subsequent to such date the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders by the affirmative vote of at least 662/3% of the outstanding voting stock which is not owned by the interested stockholder.

A “business combination” is defined to include mergers, asset sales and other transactions resulting in financial benefit to a stockholder. In general, an “interested stockholder” is a person who, together with affiliates and associates, owns (or within three years, did own) 15% or more of a corporation’s voting stock.

The statute could prohibit or delay mergers or other takeover or change in control attempts with respect to the Company and, accordingly, may discourage attempts to acquire us even though such a transaction may offer our stockholders the opportunity to sell their stock at a price above the prevailing market price.

Advance Notice of Proposals and Nominations

Our bylaws establish advance notice procedures with regard to stockholders’ proposals relating to the nomination of candidates for election as directors or other business to be brought before meetings of its stockholders. These procedures provide that notice of such stockholders’ proposals must be timely given in writing to our secretary prior to the meeting at which the action is to be taken. Generally, to be timely, notice must be received at our principal executive offices not less than 60 days nor more than 90 days prior to the first anniversary date of the annual meeting for the preceding year. The notice must contain certain information specified in the bylaws.

Limits on Written Consents

Our amended and restated certificate of incorporation prohibits stockholder action by written consent.

Limits on Special Meetings

Our amended and restated certificate of incorporation and bylaws provide that special meetings of the stockholders may be called by our board of directors, the chairman of the board, the Chief Executive Officer, the President or our Secretary.

Staggered Boards

Our board of directors is divided into three classes serving staggered terms. The number of directors will be fixed by our board of directors, subject to the terms of our amended and restated certificate of incorporation. Until the earlier of (a) October 6, 2011, or (b) the date on which there are no shares of Class B common stock issued and outstanding, our board of directors will consist of between 11 and 13 directors, and will be comprised as follows:

•  between eight to ten Class A directors; and

•  three Class B directors.

Vacancies on our board of directors among the Class A directors will be filled by a majority of the remaining Class A directors and vacancies among the Class B directors will be filled by a majority of the remaining Class B directors.

From and after the earlier of the events described above, there will no longer be Class B directors, and each director will be elected for a three-year term by the holders of a plurality of the votes cast by the holders of shares of

7

common stock present in person or represented by proxy at the meeting and entitled to vote on the election of the directors.

Listing

Our Class A common stock is listed on the NASDAQ Global Select Market under the symbol “VRSK.”

Transfer Agent and Registrar

The Transfer Agent and Registrar for the Class A common stock is American Stock Transfer & Trust Company, LLC.

DESCRIPTION OF DEBT SECURITIES AND GUARANTEES OF DEBT SECURITIES

The following description of the terms of the debt securities provides certain general terms and provisions of the debt securities and any related guarantees to which any prospectus supplement may relate. We will describe in any prospectus supplement the particular terms of the debt securities offered and the extent, if any, to which the general provisions apply to the debt securities.

Verisk Analytics, Inc. (“Verisk” or the “Issuer”) may issue senior debt securities under an indenture to be entered into between Verisk, as issuer, any of the wholly-owned subsidiaries of Verisk named below, as guarantors, and Wells Fargo Bank, National Association, as trustee (the “Senior Notes Indenture” ). In addition, Verisk may issue subordinated debt securities under an indenture to be entered into between Verisk, as issuer, any of the wholly-owned subsidiaries of Verisk named below, as guarantors, and Wells Fargo Bank, National Association, as trustee (the “Subordinated Notes Indenture” and together with the Senior Notes Indenture, the “Indentures” and each an “Indenture”).

Forms of the Indentures are filed as exhibits to the registration statement to which this prospectus relates. The following summary of the Indentures does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Indentures. Numerical references in parentheses below are to sections in the relevant Indenture.

General

The debt securities will be unsecured general obligations of the Issuer and will constitute either senior or subordinated debt of the Issuer. Each Indenture provides that debt securities may be issued from time to time in one or more series. The Issuer may authorize the issuance and provide for the terms of a series of debt securities pursuant to a supplemental indenture or pursuant to a resolution of its Board of Directors, any duly authorized committee of the Board of Directors or any committee of officers or other representatives of the Issuer duly authorized by the Board of Directors for this purpose. The Indentures do not limit or otherwise restrict the amount of indebtedness which may be issued in accordance with their terms or that may otherwise be issued by the Issuer or any of its subsidiaries.

You should refer to the prospectus supplement relating to a particular series of debt securities for the terms of those debt securities, including, where applicable:

•  the designation of the series of debt securities;

•  whether the debt securities are entitled to the benefit of any guarantee by any Guarantor (as defined below);

•  the classification of the debt securities as senior or subordinated debt securities;

•  the ranking of the specific series of debt securities relative to other outstanding indebtedness, including subsidiaries’ debt;

8

•  if the debt securities are subordinated, the aggregate amount of outstanding indebtedness, as of a recent date, that is senior to the subordinated securities, and any limitation on the issuance of additional senior indebtedness

•  any limit upon the aggregate principal amount of the series of debt securities that may be authenticated and delivered under the Indenture and any limitation on the Issuer’s ability to increase such aggregate principal amount after the initial issuance of the series of debt securities;

•  the issue price of the debt securities;

•  the date or dates on which the principal of the series of debt securities is payable (which date or dates may be fixed or extendible);

•  the interest rate or rates (which may be fixed or floating), if any, the method by which the rate or rates will be determined and the interest payment and regular record dates;

•  the place or places where the principal of and any interest on the series of debt securities shall be payable;

•  the Issuer’s right, if any to redeem debt securities of the series, in whole or in part, at the Issuer’s option and the period or periods within which, the price or prices at which and any terms and conditions upon which debt securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;

•  the Issuer’s obligation, if any, to redeem, purchase or repay debt securities of the series pursuant to any mandatory redemption, sinking fund or analogous provisions or at the option of a holder thereof and the price or prices at which and the period or periods within which and any of the terms and conditions upon which debt securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;

•  if other than denominations of $2,000 and any integral multiple of $1,000 in excess thereof, the denominations in which debt securities of the series shall be issuable;

•  if other than the principal amount thereof, the portion of the principal amount of debt securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;

•  if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the principal of and interest on the debt securities of the series shall be payable;

•  whether the debt securities of the series will be issued in registered or bearer form (with or without coupons), or any combination of the foregoing;

•  whether the debt securities of the series may be exchangeable for and/or convertible into common stock or any other security;

•  whether and under what circumstances the Issuer will pay additional amounts on the debt securities of the series held by a person who is not a U.S. person in respect of any taxes;

•  if the debt securities of the series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary debt security of such series);

•  any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the debt securities of the series;

•  provisions, if any, for the defeasance of the debt securities of the series (including provisions permitting defeasance of less than all debt securities of the series);

•  if the debt securities of the series are issuable in whole or in part in global form, the identity of the depositary or common depositary for such debt securities in global form;

•  any other Events of Default or covenants with respect to the debt securities of the series; and

9

•  any other terms of the debt securities of the series (which terms shall not be inconsistent with the provisions of the Indenture).

•  if the Issuer issues original issue discount securities, we will also describe in the applicable prospectus supplement the U.S. federal income tax consequences and other special considerations applicable to those securities.

Senior Debt

Verisk will issue under the Senior Debt Indenture the debt securities that will constitute part of the senior debt of Verisk. These senior debt securities will rank equally and pari passu with all other unsecured and unsubordinated debt of Verisk.

Subordinated Debt

Verisk will issue under the Subordinated Debt Indenture the debt securities that will constitute part of the subordinated debt of Verisk. These subordinated debt securities will be subordinate and junior in right of payment, to the extent and in the manner set forth in the Subordinated Debt Indenture, to all senior indebtedness of Verisk. The Subordinated Debt Indenture defines “senior indebtedness” to include principal of and interest on all of our debt but does not include nonrecourse obligations, the subordinated debt securities, any other obligations specifically designated as being subordinate in right of payment to senior indebtedness or any of our redeemable stock.

In general, the holders of all senior indebtedness are first entitled to receive payment of the full amount unpaid on senior indebtedness before the holders of any of the subordinated debt securities are entitled to receive a payment on account of the principal or interest on the indebtedness evidenced by the subordinated debt securities in certain events. These events include:

•  any liquidation, dissolution, winding up, receivership, reorganization, assignment for the benefit of creditors, marshalling of assets and liabilities or any bankruptcy, insolvency or similar proceedings of ours; or

•  a default having occurred for any payment with respect to any senior indebtedness, and such an event of default shall not have been cured or waived or shall not have ceased to exist.

If this prospectus is being delivered in connection with a series of subordinated debt securities, the accompanying prospectus supplement or the information incorporated in this prospectus by reference will set forth the approximate amount of senior indebtedness outstanding as of the end of the most recent fiscal quarter.

Guarantees

If so provided in a prospectus supplement or term sheet, the debt securities will have the benefit of the full and unconditional guarantees, jointly and severally, from any of the following wholly-owned subsidiaries of Verisk (the “Guarantors”):

•  Insurance Services Office, Inc.

•  ISO Staff Services, Inc.

•  Xactware Solutions, Inc.

•  ISO Services, Inc.

•  ISO Claims Services, Inc.

•  AIR Worldwide Corporation

•  Interthinx, Inc.

•  Verisk Health, Inc.

•  D2Hawkeye, Inc.

10

Our subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts due pursuant to the debt securities or to make any funds available therefor, whether by dividends, loans or other payments, other than as expressly provided in the Indentures.

The guarantees will terminate upon (a) a sale or other disposition (including by way of consolidation or merger) of the Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor (in each case other than to the Issuer or another Guarantor or a Person who, prior to such sale or other disposition, is an affiliate of the Issuer or a Guarantor), or (b) defeasance or discharge of the debt securities, as described below.

If any subsidiary of the Issuer shall become a guarantor under our revolving credit facility or any amendment, refinancing or replacement thereof, the Issuer shall promptly cause such subsidiary to become a Guarantor by causing such subsidiary to execute and deliver a supplemental indenture to the Trustee in accordance with the provisions of the Indenture, which such supplemental shall evidence the guarantee of such additional Guarantor.

Consolidation, Merger or Sale of Assets

Neither the Issuer nor any Guarantor will consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (in one transaction or a series of related transactions), unless:

(a) (i) the Issuer or such Guarantor, as the case may be, shall be the continuing Person or (ii) the Person (if other than the Issuer or such Guarantor, as the case may be), formed by such consolidation or into which the Issuer or such Guarantor, as the case may be, is merged or to which the Issuer’s properties and assets or the properties and assets of such Guarantor, as the case may be, shall be sold, conveyed, transferred or leased shall be a Person organized and validly existing under the laws of the United States of America or any jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the Issuer’s obligations or the obligations of such Guarantor, as the case may be, on all of the debt securities or guarantees of debt securities, as the case may be, and under the Indenture;

(b) immediately after giving effect to the transaction referred to in clause (a), no Default shall have occurred and be continuing; and

(c) the Issuer or such Guarantor, as the case may be, shall have delivered to the Trustee (A) an opinion of counsel stating that such consolidation, merger or sale, conveyance, transfer or lease and such supplemental indenture (if any) complies with the relevant provision and that all conditions precedent provided for in the Indenture relating to such transaction have been complied with and that such supplemental indenture (if any) constitutes the legal, valid and binding obligation of the Issuer or such Guarantor, as the case may be, and any such successor enforceable against such entity in accordance with its terms, subject to customary exceptions and (B) an officers’ certificate to the effect that immediately after giving effect to such transaction, no Default shall have occurred and be continuing.

Upon any consolidation or merger, or any sale, conveyance, transfer, lease or other disposition of all or substantially all of the Issuer’s property and assets or the property and assets of a Guarantor, as the case may be, in accordance with the foregoing, the successor Person formed by such consolidation or into which the Issuer or such Guarantor, as the case may be, is merged or to which such sale, conveyance, transfer, lease or other disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer’s or such Guarantor’s, as the case may be, under the Indenture with the same effect as if such successor Person had been named in the Issuer’s place or the Guarantor’s place, as the case may be, in the Indenture and thereafter the predecessor Person, except in the case of a lease, shall be relieved of all obligations and covenants under the Indenture, the debt securities and the guarantees of debt securities, as applicable.

11

Events of Default

Each of the following is an “Event of Default” under the Indentures, together with any other Event of Default established with respect to the debt securities of any series as provided in the applicable prospectus supplement:

•  the Issuer defaults in the payment of the principal of any debt security of such series when due and payable at maturity, upon acceleration, redemption or mandatory repurchase, including as a sinking fund installment, or otherwise;

•  the Issuer defaults in the payment of interest on any debt security of such series when the same becomes due and payable, and such default continues for a period of 30 days;

•  the Issuer or any Guarantor defaults in the performance of or breaches any other covenant or agreement of the Issuer or such Guarantor, as applicable, in the Indenture with respect to any debt security of any series or any guarantee of debt securities, as applicable, and such default or breach continues for a period of 90 days after written notice is given to the Issuer or the relevant Guarantor, as applicable, by the Trustee or to the Issuer or the relevant Guarantor, as applicable, and the Trustee by the holders of 25% or more in aggregate principal amount of the debt securities of each series affected thereby (acting as a separate class) specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” as defined in the Indenture;

•  the occurrence of various events of bankruptcy, insolvency or reorganization involving the Issuer as provided in the Indenture; and

•  any guarantee ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or is declared null and void in a judicial proceeding or the applicable Guarantor denies or disaffirms its obligations under the Indenture or guarantee.

No Event of Default with respect to a single series of debt securities issued under the Indenture specific to such series shall constitute an Event of Default with respect to any other series of securities unless otherwise provided in this Indenture or any supplemental indenture, officers’ certificate or board resolution with respect to any other series of debt securities.

If an Event of Default other than as described in the fourth bullet above with respect to the debt securities of any series then outstanding occurs and is continuing, then, and in each and every such case, except for any series of debt securities the principal of which shall have already become due and payable, either the Trustee or the holders of not less than 25% in aggregate principal amount of the debt securities of any such series then outstanding under the Indenture by notice in writing to the Issuer (and to the Trustee if given by holders), may declare the entire principal (or, if the debt securities of any such series are original issue discount securities, such portion of the principal amount as may be specified in the terms of such series established pursuant to the Indenture) of all debt securities of such series, and the interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable.

If an Event of Default described in the fourth bullet above occurs and is continuing, then the principal amount (or, if any debt securities are original issue discount securities, such portion of the principal as may be specified in the terms thereof established pursuant to the Indenture) of all the debt securities then outstanding and interest accrued thereon, if any, shall be and become immediately due and payable, without any notice or other action by any holder or the Trustee, to the full extent permitted by applicable law.

The foregoing two paragraphs, however, are subject to the condition that if, at any time after the principal (or, if the debt securities are original issue discount securities, such portion of the principal as may be specified in the terms thereof established pursuant to the Indenture) of the debt securities of any series (or of all the debt securities, as the case may be) shall have been so declared or become due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Issuer shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of interest upon all the debt securities of each such series (or of all the debt securities, as the case may be) and the principal of any and all debt securities of each such series (or of all the debt securities, as the case may be) which shall have become due otherwise than by acceleration (with interest upon such principal and, to the extent that payment of such interest is enforceable under

12

applicable law, on overdue installments of interest, at the same rate as the rate of interest or Yield to Maturity (in the case of original issue discount securities) specified in the debt securities of each such series to the date of such payment or deposit) and such amount as shall be sufficient to cover all amounts owing the Trustee under the Indenture, and if any and all Events of Default under the Indenture, other than the non-payment of the principal of debt securities which shall have become due by acceleration, shall have been cured, waived or otherwise remedied as provided herein, then and in every such case the holders of a majority in aggregate principal amount of all the then outstanding debt securities of all such series that have been accelerated (voting as a single class), by written notice to the Issuer and to the Trustee, may waive all defaults with respect to all such series (or with respect to all the debt securities, as the case may be) and rescind and annul such declaration and its consequences, but no such waiver or rescission and annulment shall extend to or shall affect any subsequent default or shall impair any right consequent thereon.

No holder of any debt security of any series may institute any proceeding, judicial or otherwise, with respect to the Indenture or the debt securities of any series, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (a) such holder has previously given to the Trustee written notice of a continuing Event of Default with respect to the debt securities of such series; (b) the holders of at least 25% in aggregate principal amount of outstanding debt securities of such series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee; (c) such holder or holders have offered to the Trustee indemnity satisfactory to it against any costs, liabilities or expenses to be incurred in compliance with such request; (d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and (e) during such 60-day period, the holders of a majority in aggregate principal amount of the outstanding debt securities of such series have not given the Trustee a direction that is inconsistent with such written request. In addition, a holder may not use the Indenture to prejudice the rights of another holder or to obtain a preference or priority over such other holder. However, these limitations do not apply to impair or affect the right of any holder of a debt security to receive payment of principal of or interest, if any, on such holder’s debt security on or after the respective due dates expressed on such debt security, or to bring suit for the enforcement of any such payment on or after such respective dates.

If an Event of Default has occurred and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by the Indenture at the request, order or direction of any of the holders, unless such holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.

Subject to certain provisions, the holders of at least a majority in aggregate principal amount of the outstanding debt securities of any series affected may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the debt securities of such series by the Indenture.

The trustee will, within 90 days after any default occurs, be required to give notice of the default to the holders of the debt securities of that series, unless the default was already cured or waived. Unless there is a default in paying principal or interest when due, the trustee can withhold giving notice to the holders if it determines in good faith that the withholding of notice is in the interest of the holders.

The Issuer is required to furnish to the trustee an annual statement as to compliance with all conditions and covenants under the Indentures within 120 days after the end of each fiscal year.

Modification and Waiver

The Issuer and the Trustee may amend or supplement an Indenture or the debt securities of any series without notice to or the consent of any holder in order to:

•  cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments or supplements shall not materially and adversely affect the interests of the holders;

•  comply with the provisions set forth above under the caption “— Consolidation, Merger or Sale of Assets”;

13

•  comply with any requirements of the Commission in connection with the qualification of the Indenture under the Trust Indenture Act;

•  evidence and provide for the acceptance of appointment under the Indenture with respect to the debt securities of any or all series by a successor Trustee and to add to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the administration of the trusts under the Indenture by more than one Trustee, pursuant to the requirements of the Indenture;

•  establish the form or forms or terms of debt securities of any series or of the coupons appertaining to such debt securities as permitted by Indenture;

•  provide for uncertificated or unregistered debt securities and to make all appropriate changes for such purpose;

•  add any additional guarantors on the terms described above; and

•  make any change that does not materially and adversely affect the rights of any holder.

Subject to the terms of the Indenture, without prior notice to any holders, the Issuer and the Trustee may amend the Indenture and the debt securities of any series with the written consent of the holders of a majority in principal amount of the outstanding debt securities of each series affected by such amendment, and the holders of a majority in principal amount of the outstanding debt securities of each series affected thereby by written notice to the Trustee may waive future compliance by the Issuer with any provision of the Indenture or the debt securities of such series.

However, without the consent of each holder affected thereby, an amendment or waiver may not:

•  change the stated maturity of the principal of, or any sinking fund obligation or any installment of interest on, such holder’s debt security or the times at which it may be redeemed or repurchased;

•  reduce the principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount);

•  change the coin or currency in which any debt security or any premium or interest thereon is payable;

•  impair the right to institute suit for the enforcement of any such payment on or after the maturity thereof (or, in the case of redemption, on or after the redemption date);

•  make any changes that would affect the ranking for the debt securities in a manner adverse to the holders thereof;

•  reduce the percentage of outstanding debt securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the debt securities of the relevant series;

•  reduce the percentage in principal amount of outstanding debt securities of the relevant series the consent of whose holders is required for any supplemental indenture or for any waiver of compliance with certain provisions of the Indenture or certain Defaults and their consequences provided for in the Indenture;

•  release any Guarantor from its guarantee of a debt security, except for terminations of guarantees of debt securities as described above; and

•  make any changes to this paragraph.

Denominations, Exchange, Registration and Transfer

Unless otherwise specified in the applicable prospectus supplement, the debt securities of any series will be issued only as registered securities, in global or certificated form and in denominations of $2,000 and any integral multiple of $1,000 in excess thereof, and will be payable only in U.S. dollars. For more information regarding debt securities issued in global form, see “Forms of Securities” below. Unless otherwise indicated in the applicable prospectus supplement, any debt securities the Issuer issues in bearer form will have coupons attached.

Registered debt securities of any series will be exchangeable for other registered debt securities of the same series in the same aggregate principal amount and having the same stated maturity date and other terms and

14

conditions. If so provided in the applicable prospectus supplement, to the extent permitted by law, debt securities of any series issued in bearer form which by their terms are registrable as to principal and interest may be exchanged, at the option of the holders, for registered debt securities of the same series in the same aggregate principal amount and having the same stated maturity date and other terms and conditions, upon surrender of those securities at the corporate trust office of the trustee or at any other office or agency designated by the Issuer for the purpose of making any such exchanges. Except in certain limited circumstances, debt securities issued in bearer form with coupons surrendered for exchange must be surrendered with all unmatured coupons and any matured coupons in default attached thereto.

Upon surrender for registration of transfer of any registered debt security of any series at the office or agency maintained for that purpose, the Issuer will execute, and the trustee will authenticate and deliver, in the name of the designated transferee, one or more new registered debt securities of the same series in the same aggregate principal amount of authorized denominations and having the same stated maturity date and other terms and conditions. The Issuer may not impose any service charge, other than any required tax or other governmental charge, on the transfer or exchange of debt securities.

The Issuer is not required (i) to issue, authenticate, register the transfer of or exchange debt securities of any series during a period of 15 days before the mailing of a notice of redemption of such debt securities for redemption or (ii) to register the transfer of or exchange any debt security so selected for redemption in whole or in part.

Satisfaction and Discharge; Defeasance

Satisfaction and Discharge

The Issuer may terminate its obligations under the Indenture with respect to any series of debt securities when:

(a) the Issuer has paid or caused to be paid the principal of and interest on all the debt securities of any series outstanding under the Indenture (other than debt securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in the Indenture) as and when the same shall have become due and payable, or

(b) the Issuer has delivered to the Trustee for cancellation all debt securities of any series theretofore authenticated (other than any debt securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in the Indenture), or

(c) all the debt securities of such series not theretofore delivered to the Trustee for cancellation have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Issuer has irrevocably deposited or caused to be deposited with the Trustee sufficient funds to pay and discharge the entire indebtedness on the series of debt securities.

In any such case, the Issuer will also:

(a) pay or cause to be paid all other sums payable under the Indenture by the Issuer with respect to debt securities of such series,

(b) deliver to the Trustee an officers’ certificate and an opinion of counsel.

In no event shall the rights of holders of debt securities to receive amounts in respect of principal of and interest on the debt securities held by them be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the debt securities are listed.

Legal Defeasance

The Issuer may also elect to have its obligations under the Indenture discharged with respect to the outstanding debt securities of any series. The Issuer shall be deemed to have paid and shall be discharged from any and all obligations in respect of the debt securities of any series, on the 123rd day after the deposit referred to in clause (i) below has been made, and the provisions of the Indenture shall no longer be in effect with respect to the debt

15

securities of such series (and the Trustee, at the Issuer’s expense, shall execute proper instruments acknowledging the same), provided that the following conditions shall have been satisfied:

(i) the Issuer has deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the holders of the debt securities of such series, (A) money in an amount, or (B) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in subclause (x) or (y) of this clause (i) money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (x) the principal of, premium, if any, and each installment of interest on the outstanding debt securities of such series on the due dates thereof and (y) any mandatory sinking fund payments or analogous payments applicable to the debt securities of such series on the day on which such payments are due and payable in accordance with the terms of debt securities of such series and the Indenture with respect to the debt securities of such series;

(ii) the Issuer has delivered to the Trustee (A) either (x) an opinion of counsel to the effect that holders of debt securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Issuer’s exercise of its option and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred, which opinion of counsel must be based upon a ruling of the Internal Revenue Service to the same effect or a change in applicable federal income tax law or related treasury regulations after the date of the Indenture or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned opinion of counsel and (B) an opinion of counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law;

(iii) immediately after giving effect to such deposit on a pro forma basis, no Event of Default, or event that after the giving of notice or lapse of time or both would become an Event of Default, shall have occurred and be continuing on the date of such deposit or during the period ending on the 123rd day after the date of such deposit, and such deposit shall not result in a breach or violation of, or constitute a default under any guarantees of debt securities, any other agreement or instrument to which the Issuer is a party or by which the Issuer is bound;

(iv) if at such time the debt securities of such series are listed on a national securities exchange, the Issuer has delivered to the Trustee an opinion of counsel to the effect that the debt securities of such series will not be delisted as a result of such deposit, defeasance and discharge;

(v) the Issuer has delivered to the Trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent to the defeasance and discharge have been complied with; and

(vi) if the debt securities of such series are to be redeemed prior to the final maturity thereof (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to the Indenture or provision therefor satisfactory to the Trustee shall have been made.

However, neither satisfaction and discharge of the Indenture nor legal defeasance will discharge the provisions of the Indenture with respect to: (a) rights of registration of transfer and exchange, and the Issuer’s right of optional redemption, if any, (b) the substitution of mutilated, defaced, destroyed, lost or stolen debt securities, (c) the rights of holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders to receive mandatory sinking fund payments, if any, (d) the rights, obligations and immunities of the Trustee under the Indenture and (e) the rights of the holders of such series as beneficiaries under the Indenture with respect to the property deposited with the Trustee payable to all or any of them.

16

Covenant Defeasance

In addition, the Issuer may elect to have its obligations released with respect to certain covenants in the Indenture, following which the Issuer may omit to comply with any term, provision or condition set forth in, and the Indenture will no longer be in effect with respect to certain covenants. In the event covenant defeasance occurs, certain events described above under “— Events of Default” shall be deemed not to be an Event of Default with respect to debt securities of any series, if:

(a) the Issuer has deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the holders of the debt securities of such series and the Indenture with respect to the debt securities of such series, (i) money in an amount or (ii) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due dates thereof or earlier redemption (irrevocably provided for under agreements satisfactory to the Trustee), as the case may be, of any payment referred to in subclause (x) or (y) of this clause (a) money in an amount, or (iii) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (x) the principal of, premium, if any, and each installment of interest on the outstanding debt securities of such series on the due date thereof or earlier redemption (irrevocably provided for under arrangements satisfactory to the Trustee), as the case may be, and (y) any mandatory sinking fund payments or analogous payments applicable to the debt securities of such series and the Indenture with respect to the debt securities of such series on the day on which such payments are due and payable in accordance with the terms of the Indenture and of debt securities of such series and the Indenture with respect to the debt securities of such series;

(b) the Issuer has delivered to the Trustee (i) an opinion of counsel to the effect that holders of debt securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Issuer’s exercise of its option and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred and (ii) an opinion of counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law;

(c) immediately after giving effect to such deposit on a pro forma basis, no Event of Default, or event that after the giving of notice or lapse of time or both would become an Event of Default, shall have occurred and be continuing on the date of such deposit or during the period ending on the 123rd day after the date of such deposit, and such deposit shall not result in a breach or violation of, or constitute a default under any other agreement or instrument to which the Issuer is a party or by which the Issuer is bound;

(d) if at such time the debt securities of such series are listed on a national securities exchange, the Issuer has delivered to the Trustee an opinion of counsel to the effect that the debt securities of such series will not be delisted as a result of such deposit, defeasance and discharge; and

(e) the Issuer has delivered to the Trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent to the defeasance have been complied with.

Concerning the Trustee

Wells Fargo Bank, National Association is the Trustee under each of the Indentures and is also the registrar and paying agent of the debt securities. The duties of the Trustee shall be as provided by the Trust Indenture Act, and as set forth in each Indenture.

The Trustee is permitted to become the owner or pledge of debt securities and may otherwise deal with us and our affiliates.

17

Governing Law

The laws of the State of New York shall govern each of the Indentures and the debt securities, without regard to conflicts of law principles thereof.

Definitions

“affiliate” of any Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”) when used with respect to any Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

“Default” means any event that is, or after notice or passage of time or both would be, an Event of Default.

“indebtedness” means, with respect to any person, obligations (other than Nonrecourse Obligations) of such person for borrowed money or evidenced by bonds, debentures, notes or similar instruments.

“Nonrecourse Obligation” means indebtedness or other obligations substantially related to (a) the acquisition of assets not previously owned by us or any of our subsidiaries or (b) the financing of a project involving the development or expansion of its properties or those of any of our subsidiaries, as to which the obligee with respect to such indebtedness or obligation has no recourse to us or any of our subsidiaries, or any of our assets or those of any of our subsidiaries other than the assets that were acquired with the proceeds of such transaction or the project financed with the proceeds of such transaction (and the proceeds thereof).

“Person” means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb), as it may be amended from time to time.

“Trustee” means Wells Fargo Bank, National Association until a successor replaces it in accordance with the provisions of the Indenture and thereafter shall mean or include each Person who is then a Trustee under the Indenture, and if at any time there is more than one such Person, “Trustee” as used with respect to the debt securities of any series shall mean the Trustee with respect to debt securities of that series.

“Yield to Maturity” means, as the context may require, the yield to maturity (i) on a series of debt securities or (ii) if the debt securities of a series are issuable from time to time, on a debt security of such series, calculated at the time of issuance of such series in the case of clause (i) or at the time of issuance of such debt security of such series in the case of clause (ii), or, if applicable, at the most recent redetermination of interest on such series or on such debt security, and calculated in accordance with the constant interest method or such other accepted financial practice as is specified in the terms of such debt security.

18

DESCRIPTION OF RIGHTS

We may issue rights under a purchase contract for the purchase or sale of equity securities issued by us, a basket of such securities, an index or indices or such securities or any combination of the above as specified in the applicable prospectus supplement.

Each purchase contract will entitle the holder thereof to purchase or sell, and obligate us to sell or purchase, on specified dates, such securities at a specified purchase price, which may be based on a formula, all as set forth in the applicable prospectus supplement. We may, however, satisfy our obligations, if any, with respect to any purchase contract by delivering the cash value of such purchase contract or the cash value of the property otherwise deliverable as set forth in the applicable prospectus supplement. The applicable prospectus supplement will also specify the methods by which the holders may purchase or sell such securities and any acceleration, cancellation or termination provisions or other provisions relating to the settlement of a purchase contract.

The purchase contracts may require us to make periodic payments to the holders thereof or vice versa, which payments may be deferred to the extent set forth in the applicable prospectus supplement, and those payments may be unsecured or prefunded on some basis. The purchase contracts may require the holders thereof to secure their obligations in a specified manner to be described in the applicable prospectus supplement. Alternatively, purchase contracts may require holders to satisfy their obligations thereunder when the purchase contracts are issued. Our obligation to settle such pre-paid purchase contracts on the relevant settlement date may constitute indebtedness. Accordingly, pre-paid purchase contracts will be issued under an indenture.

DESCRIPTION OF WARRANTS

We may issue warrants to purchase our debt securities or other rights, including rights to receive payment in cash or securities based on the value, rate or price of one or more specified commodities, currencies, securities or indices, or any combination of the foregoing. Warrants may be issued independently or together with any other securities and may be attached to, or separate from, such securities. Each series of warrants will be issued under a separate warrant agreement to be entered into between us and a warrant agent. The terms of any warrants to be issued and a description of the material provisions of the applicable warrant agreement will be set forth in the applicable prospectus supplement.

DESCRIPTION OF UNITS

As specified in the applicable prospectus supplement, we may issue units consisting of one or more purchase contracts, warrants, debt securities, shares of preferred stock, shares of common stock or any combination of such securities.

FORMS OF SECURITIES

Each debt security, warrant and unit will be represented either by a certificate issued in definitive form to a particular investor or by one or more global securities representing the entire issuance of securities. Certificated securities in definitive form and global securities will be issued in registered form. Definitive securities name you or your nominee as the owner of the security, and in order to transfer or exchange these securities or to receive payments other than interest or other interim payments, you or your nominee must physically deliver the securities to the trustee, registrar, paying agent or other agent, as applicable. Global securities name a depositary or its nominee as the owner of the debt securities, warrants or units represented by these global securities. The depositary maintains a computerized system that will reflect each investor’s beneficial ownership of the securities through an account maintained by the investor with its broker/dealer, bank, trust company or other representative, as we explain more fully below.

Global Securities

Registered Global Securities.  We may issue the registered debt securities, warrants and units in the form of one or more fully registered global securities that will be deposited with a depositary or its nominee identified in the

19

applicable prospectus supplement and registered in the name of that depositary or nominee. In those cases, one or more registered global securities will be issued in a denomination or aggregate denominations equal to the portion of the aggregate principal or face amount of the securities to be represented by registered global securities. Unless and until it is exchanged in whole for securities in definitive registered form, a registered global security may not be transferred except as a whole by and among the depositary for the registered global security, the nominees of the depositary or any successors of the depositary or those nominees.

If not described below, any specific terms of the depositary arrangement with respect to any securities to be represented by a registered global security will be described in the prospectus supplement relating to those securities. We anticipate that the following provisions will apply to all depositary arrangements.

Ownership of beneficial interests in a registered global security will be limited to persons, called participants, that have accounts with the depositary or persons that may hold interests through participants. Upon the issuance of a registered global security, the depositary will credit, on its book-entry registration and transfer system, the participants’ accounts with the respective principal or face amounts of the securities beneficially owned by the participants. Any dealers, underwriters or agents participating in the distribution of the securities will designate the accounts to be credited. Ownership of beneficial interests in a registered global security will be shown on, and the transfer of ownership interests will be effected only through, records maintained by the depositary, with respect to interests of participants, and on the records of participants, with respect to interests of persons holding through participants. The laws of some states may require that some purchasers of securities take physical delivery of these securities in definitive form. These laws may impair your ability to own, transfer or pledge beneficial interests in registered global securities.

So long as the depositary, or its nominee, is the registered owner of a registered global security, that depositary or its nominee, as the case may be, will be considered the sole owner or holder of the securities represented by the registered global security for all purposes under the applicable indenture, warrant agreement or unit agreement. Except as described below, owners of beneficial interests in a registered global security will not be entitled to have the securities represented by the registered global security registered in their names, will not receive or be entitled to receive physical delivery of the securities in definitive form and will not be considered the owners or holders of the securities under the applicable indenture, warrant agreement or unit agreement. Accordingly, each person owning a beneficial interest in a registered global security must rely on the procedures of the depositary for that registered global security and, if that person is not a participant, on the procedures of the participant through which the person owns its interest, to exercise any rights of a holder under the applicable indenture, warrant agreement or unit agreement. We understand that under existing industry practices, if we request any action of holders or if an owner of a beneficial interest in a registered global security desires to give or take any action that a holder is entitled to give or take under the applicable indenture, warrant agreement or unit agreement, the depositary for the registered global security would authorize the participants holding the relevant beneficial interests to give or take that action, and the participants would authorize beneficial owners owning through them to give or take that action or would otherwise act upon the instructions of beneficial owners holding through them.

Principal, premium, if any, and interest payments on debt securities, and any payments to holders with respect to warrants or units, represented by a registered global security registered in the name of a depositary or its nominee will be made to the depositary or its nominee, as the case may be, as the registered owner of the registered global security. None of Verisk, any of the subsidiary registrants, the trustees, the warrant agents, the unit agents or any other agent of Verisk, agent of any of the subsidiary registrants, agent of the trustees or agent of the warrant agents or unit agents will have any responsibility or liability for any aspect of the records relating to payments made on account of beneficial ownership interests in the registered global security or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests.

We expect that the depositary for any of the securities represented by a registered global security, upon receipt of any payment of principal, premium, interest or other distribution of underlying securities or other property to holders on that registered global security, will immediately credit participants’ accounts in amounts proportionate to their respective beneficial interests in that registered global security as shown on the records of the depositary. We also expect that payments by participants to owners of beneficial interests in a registered global security held through participants will be governed by standing customer instructions and customary practices, as is now the case

20

with the securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of those participants.

If the depositary for any of these securities represented by a registered global security is at any time unwilling or unable to continue as depositary or ceases to be a clearing agency registered under the Securities Exchange Act of 1934, and a successor depositary registered as a clearing agency under the Securities Exchange Act of 1934 is not appointed by us within 90 days, we will issue securities in definitive form in exchange for the registered global security that had been held by the depositary. Any securities issued in definitive form in exchange for a registered global security will be registered in the name or names that the depositary gives to the relevant trustee, warrant agent, unit agent or other relevant agent of ours or theirs. It is expected that the depositary’s instructions will be based upon directions received by the depositary from participants with respect to ownership of beneficial interests in the registered global security that had been held by the depositary.

PLAN OF DISTRIBUTION

We and/or the selling stockholders may sell the securities in one or more of the following ways (or in any combination) from time to time:

•  through underwriters or dealers;

•  directly to a limited number of purchasers or to a single purchaser; or

•  through agents.

The prospectus supplement will state the terms of the offering of the securities, including:

•  the name or names of any underwriters, dealers or agents;

•  the purchase price of such securities and the proceeds to be received by us, if any;

•  any underwriting discounts or agency fees and other items constituting underwriters’ or agents’ compensation;

•  any public offering price;

•  any discounts or concessions allowed or reallowed or paid to dealers; and

•  any securities exchanges on which the securities may be listed.

Any public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time. If we and/or the selling stockholders, if applicable, use underwriters in the sale, the securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including:

•  negotiated transactions;

•  at a fixed public offering price or prices, which may be changed;

•  at market prices prevailing at the time of sale;

•  at prices related to prevailing market prices; or

•  at negotiated prices.

Unless otherwise stated in a prospectus supplement, the obligations of the underwriters to purchase any securities will be conditioned on customary closing conditions and the underwriters will be obligated to purchase all of such series of securities, if any are purchased.

We and/or the selling stockholders, if applicable, may sell the securities through agents from time to time. The prospectus supplement will name any agent involved in the offer or sale of the securities and any commissions we pay to them. Generally, any agent will be acting on a best efforts basis for the period of its appointment.

21

We and/or the selling stockholders, if applicable, may authorize underwriters, dealers or agents to solicit offers by certain purchasers to purchase the securities from us at the public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. The contracts will be subject only to those conditions set forth in the prospectus supplement, and the prospectus supplement will set forth any commissions we pay for solicitation of these contracts.

Underwriters and agents may be entitled under agreements entered into with us and/or the selling stockholders, if applicable, to indemnification by us and/or the selling stockholders, if applicable, against certain civil liabilities, including liabilities under the Securities Act of 1933, or to contribution with respect to payments which the underwriters or agents may be required to make. Underwriters and agents may be customers of, engage in transactions with, or perform services for us and our affiliates in the ordinary course of business.

Each series of securities other than the Class A common stock, which is listed on the NASDAQ Global Select Market, will be a new issue of securities and will have no established trading market. Any underwriters to whom securities are sold for public offering and sale may make a market in the securities, but such underwriters will not be obligated to do so and may discontinue any market making at any time without notice. The securities, other than the common stock, may or may not be listed on a national securities exchange.

VALIDITY OF SECURITIES

The validity of the securities in respect of which this prospectus is being delivered will be passed on for us by Davis Polk & Wardwell LLP.

EXPERTS

The consolidated financial statements and the related financial statement schedule as of December 31, 2010 and 2009, and for each of the three years in the period ended December 31, 2010, incorporated by reference in this Prospectus, from the Company’s Current Report on Form 8-K filed on March 29, 2011, and the effectiveness of Verisk Analytics, Inc.’s internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated by reference herein. Such financial statements and financial statement schedule have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

22

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.   Other Expenses of Issuance and Distribution

The following table sets forth the costs and expenses payable by the Registrant in connection with the sale of the securities being registered hereby.

	Amount
	to Be Paid
Registration fee	$	(1	)
Printing		(2	)
Legal fees and expenses (including Blue Sky fees)		(2	)
Trustee fees		(2	)
Rating Agency fees		(2	)
Accounting fees and expenses		(2	)
Miscellaneous		(2	)
TOTAL	$	(1	)(2)

(1)	Omitted because the registration fee is being deferred pursuant to Rule 456(b) and Rule 457(r).
(2)	These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be estimated at this time.

Item 15.   Indemnification of Directors and Officers

Delaware Registrants

Each of Verisk Analytics, Inc., Insurance Services Office, Inc., ISO Staff Services, Inc., Xactware Solutions, Inc., ISO Services, Inc., ISO Claims Services, Inc., AIR Worldwide Corporation and D2Hawkeye, Inc. is a Delaware corporation (for the purposes of this section, the “Registrants” and each a “Registrant”). Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent to the Registrant. The Delaware General Corporation Law provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise. Article Twelfth of Verisk Analytics Inc.’s Certificate of Incorporation and Article Thirteenth of Insurance Services Office, Inc.’s Certificate of Incorporation provide for indemnification by Verisk Analytics, Inc. and Insurance Services Office, Inc. of their respective directors, officers and employees to the fullest extent permitted by the Delaware General Corporation Law. The organizational documents for each of the other Delaware Registrants do not provide for such indemnification.

Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions, or (iv) for any transaction from which the director derived an improper personal benefit. Each of the Registrants’ organizational documents provide for such limitation of liability.

Each of the Registrants maintains standard policies of insurance under which coverage is provided (a) to its directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act, and

II-1

(b) to the Registrant with respect to payments which may be made by the Registrants to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law.

California Registrants

Interthinx, Inc. is a corporation domiciled in California. Section 317 of the General Corporation Law of California (“GCLC”) sets forth the provisions pertaining to the indemnification of corporate “agents.” For purposes of this law, an agent is any person who is or was a director, officer, employee or other agent of a corporation, or is or was serving at the request of a corporation in such capacity with respect to any other corporation, partnership, joint venture, trust or other enterprise, or was a director, officer, employee or other agent of a predecessor corporation of a corporation or of another enterprise at the request of such predecessor corporation. Section 317 mandates a corporation’s indemnification of agents where the agent’s defense of a proceeding is successful on the merits. In other cases Section 317 allows a corporation to indemnify agents for expenses (including amounts paid to defend, settle or otherwise dispose of a threatened or pending action, subject in some cases to court approval) if such agents acted in good faith and in a manner such agents believed to be in the best interests of the corporation, and if the indemnification is authorized by (1) a majority vote of a quorum of the corporation’s Boards of Directors consisting of directors who are not party to the proceedings; (2) approval of the shareholders, with the shares owned by the person to be indemnified not being entitled to vote thereon; or (3) the court in which the proceeding is or was pending upon application by certain designated parties. Under certain circumstances. A corporation can indemnify an agent even when the agent is found liable. Section 317 also allows a corporation to advance expenses to their agents for certain actions upon receiving an undertaking by the agent that he or she will reimburse the corporation if the agent is found liable.

Interthinx, Inc.’s articles of incorporation limit the personal liability of directors to the fullest extent permissible under California law and provide indemnification of corporate “agents.”

Massachusetts Registrants

Verisk Health, Inc. is a Massachusetts corporation. Section 8.51 of the Massachusetts Business Corporation Act, under which the registrant is governed, provides that a corporation may indemnify a director who is a party to a proceeding because he or she is a director against liability incurred in the proceeding if he or she conducted himself or herself in good faith and he or she reasonably believed that his or her conduct was in the best interests of the corporation or that his or her conduct was at least not opposed to the best interests of the corporation, and, in the case of any criminal proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful. Section 8.52 of the Massachusetts Business Corporation Act requires corporations to indemnify any director who was wholly successful in the defense of any proceeding to which he or she was a party because he or she was a director of the corporation against reasonable expenses incurred by him or her in connection with the proceeding.

Section 8.53 of the Massachusetts Business Corporation Act provides that, before the final disposition of a proceeding, a corporation may advance funds to pay for or reimburse the reasonable expenses incurred by a director who is party to such proceeding because he or she is a director if he or she delivers to the corporation (a) a written affirmation of his or her good faith belief that he or she has met the relevant standard of good faith described in Section 8.51 of the Massachusetts Business Corporation Act or that the proceeding involves conduct for which liability has been eliminated pursuant to Section 2.02 of the Massachusetts Business Corporation Act and (b) a written undertaking with an unlimited general obligation of the director to repay any funds advanced if he or she is not entitled to mandatory indemnification under Section 8.52 and it is ultimately determined, under Section 8.54 or Section 8.55 that he or she does not meet the relevant standard of conduct described in Section 8.51.

Section 8.56 of the Massachusetts Business Corporation Act provides that a corporation may indemnify and advance expenses to an officer of the corporation who is a party to a proceeding because he or she is an officer of the corporation to the same extent as a director, and, if he or she is an officer but not a director, to such further extent as may be provided by the articles of organization, the bylaws, a resolution of the board of directors or contract, except for liability arising out of acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law. Section 8.56 also provides that an officer of the corporation who is not a director is entitled to mandatory indemnification under Section 8.52, and that the officer may apply to a court for indemnification or an

II-2

advance for expenses, in each case to the same extent to which a director may be entitled to indemnification or advance under those provisions.

Section 2.02 of the Massachusetts Business Corporation Act provides that the articles of organization of a corporation may contain a provision eliminating or limiting the personal liability of a director to the corporation for monetary damages for breach of a fiduciary duty as a director notwithstanding any provision of law imposing such liability; provided, however, that such provision shall not eliminate or limit the liability of a director (1) for any breach of the director’s duty of loyalty to the corporation or its shareholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) for improper distributions under Sections 6.40 of the Massachusetts Business Corporation Act or (4) for any transaction from which the director derived an improper personal benefit.

Section 8.57 of the Massachusetts Business Corporation Act also contains provisions authorizing a corporation to obtain insurance on behalf of any director or officer of the corporation against liabilities, whether or not the corporation would have the power to indemnify against such liabilities.

Verisk Health, Inc. limits personal liability of directors to the extent permitted by Massachusetts law.

Verisk Health, Inc. maintains standard policies of insurance under which coverage is provided (a) to its directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act, and (b) to Verisk Health, Inc. with respect to payments which may be made by Verisk Health, Inc. to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law.

Any underwriting agreement the Registrants may enter into in connection with the sale of any securities registered hereunder may provide for indemnification of directors and officers of the Registrants by the underwriters against certain liabilities. To the extent that the Registrants enter into any such underwriting agreement, they will file it as an exhibit to a Current Report on Form 8-K, which will be incorporated by reference into this Registration Statement.

Item 16.   Exhibits and Financial Statement Schedules

(a) The following exhibits are filed as part of this Registration Statement:

Exhibit No.			Document
	1	.1	Underwriting Agreement*
	4	.1	Amended and Restated Certificate of Incorporation, incorporated herein by reference to Exhibit 3.1 to Amendment No. 6 to the Company’s Registration Statement on Form S-1, dated September 21, 2009
	4	.2	Amended and Restated By-Laws, incorporated herein by reference to Exhibit 3.2 to Amendment No. 6 to the Company’s Registration Statement on Form S-1, dated September 21, 2009
	4	.3	Form of Senior Notes Indenture
	4	.4	Form of Subordinated Notes Indenture
	4	.5	Form of Senior Note*
	4	.6	Form of Subordinated Note*
	4	.7	Form of Purchase Contract*
	4	.8	Form of Warrant Agreement*
	4	.9	Form of Unit Agreement*
	4	.10	Waiver, Consent and Amendment No. 6 to the Prudential Uncommitted Master Shelf Agreement, dated March 28, 2011, among Verisk Analytics, Inc., Insurance Services Office, Inc., The Prudential Insurance Company of America, Prudential Investment Management, Inc. and the other purchasers party thereto
	4	.11	Waiver, Consent and Amendment No. 2 to the New York Life Uncommitted Master Shelf Agreement, dated March 28, 2011, among Verisk Analytics, Inc., Insurance Services Office, Inc., New York Life Insurance Company and the other purchasers party thereto

II-3

Exhibit No.			Document
	4	.12	Third Amended and Restated Sharing Agreement, dated as of March 28, 2011, among Bank of America, N.A., as administrative agent, and the other Lenders party thereto
	5	.1	Opinion of Davis Polk & Wardwell LLP
	10	.1	Fourth Amendment and Modification to the Credit Agreement, dated as of March 28, 2011 among Verisk Analytics, Inc., Insurance Services Office, Inc. and Bank of America, N.A., as Administrative Agent, and the lenders party thereto
	12	.1	Computation of Ratio of Earnings to Combined Fixed Charges
	12	.2	Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends*
	23	.1	Consent of Deloitte & Touche LLP
	23	.2	Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)
	24	.1	Power of Attorney (included on the signature pages of the Registration Statement)
	25	.1	Statement of Eligibility on Form T-1 of Trustee for the Senior Notes Indenture
	25	.2	Statement of Eligibility on Form T-1 of Trustee for the Subordinated Notes Indenture

* To be filed, if necessary, as an exhibit to a Current Report on Form 8-K which will be incorporated by reference herein.

Item 17.   Undertakings

(a) The undersigned Registrants hereby undertake:

(1) To file, during any period in which offers or sales are being made of securities registered hereby, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-4

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned Registrants undertake that in a primary offering of securities of the undersigned Registrants pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrants will be sellers to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned Registrants relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrants or used or referred to by the undersigned Registrants;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrants or their securities provided by or on behalf of the undersigned Registrants; and

(iv) Any other communication that is an offer in the offering made by the undersigned Registrants to the purchaser.

(b) The undersigned Registrants hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of a Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) The undersigned Registrants hereby undertakes to supplement the prospectus, after the expiration of the subscription period, to set forth the results of the subscription offer, the transactions by the underwriters during the subscription period, the amount of unsubscribed securities to be purchased by the underwriters, and the terms of any subsequent reoffering thereof. If any public offering by the underwriters is to be made on terms differing from those

II-5

set forth on the cover page of the prospectus, a post-effective amendment will be filed to set forth the terms of such offering.

(d) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrants pursuant to the foregoing provisions, or otherwise, the Registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrants of expenses incurred or paid by a director, officer or controlling person of a Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(e) The undersigned Registrants hereby undertake that:

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective; and

(2) For purposes of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jersey City, State of New Jersey, on March 29, 2011.

VERISK ANALYTICS, INC.

By:  /s/  Frank J. Coyne

Name:     Frank J. Coyne

Title:  Chief Executive Officer and Chairman of the Board of Directors

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Frank J. Coyne, Mark V. Anquillare, and Kenneth E. Thompson and each of them, his true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
/s/  Frank J. Coyne Frank J. Coyne	Chief Executive Officer and Chairman of the Board of Directors (principal executive officer)	March 29, 2011
/s/  Mark V. Anquillare Mark V. Anquillare	Executive Vice President and Chief Financial Officer (principal financial officer and principal accounting officer)	March 29, 2011
/s/  J. Hyatt Brown J. Hyatt Brown	Director	March 29, 2011
/s/  Glen A. Dell Glen A. Dell	Director	March 29, 2011
/s/  Christopher M. Foskett Christopher M. Foskett	Director	March 29, 2011
/s/  Constantine P. Iordanou Constantine P. Iordanou	Director	March 29, 2011

II-7

Signature	Title	Date
/s/  John F. Lehman, Jr John F. Lehman, Jr	Director	March 29, 2011
/s/  Samuel G. Liss Samuel G. Liss	Director	March 29, 2011
/s/  Thomas F. Motamed Thomas F. Motamed	Director	March 29, 2011
/s/  Andrew G. Mills Andrew G. Mills	Director	March 29, 2011
/s/  Arthur J. Rothkopf Arthur J. Rothkopf	Director	March 29, 2011
/s/  David B. Wright David B. Wright	Director	March 29, 2011

II-8

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jersey City, State of New Jersey, on March 29, 2011.

INSURANCE SERVICES OFFICE, INC.

By:  /s/  Frank J. Coyne

Name:     Frank J. Coyne

Title:  Chief Executive Officer and Chairman of the Board of Directors

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Frank J. Coyne, Mark V. Anquillare, and Kenneth E. Thompson and each of them, his true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
/s/  Frank J. Coyne Frank J. Coyne	Chief Executive Officer and Chairman of the Board of Directors (principal executive officer)	March 29, 2011
/s/  Mark V. Anquillare Mark V. Anquillare	Executive Vice President and Chief Financial Officer (principal financial officer and principal accounting officer)	March 29, 2011
/s/  J. Hyatt Brown J. Hyatt Brown	Director	March 29, 2011
/s/  Glen A. Dell Glen A. Dell	Director	March 29, 2011
/s/  Christopher M. Foskett Christopher M. Foskett	Director	March 29, 2011
/s/  Constantine P. Iordanou Constantine P. Iordanou	Director	March 29, 2011

II-9

Signature	Title	Date
/s/  John F. Lehman, Jr John F. Lehman, Jr	Director	March 29, 2011
/s/  Samuel G. Liss Samuel G. Liss	Director	March 29, 2011
/s/  Thomas F. Motamed Thomas F. Motamed	Director	March 29, 2011
/s/  Andrew G. Mills Andrew G. Mills	Director	March 29, 2011
/s/  Arthur J. Rothkopf Arthur J. Rothkopf	Director	March 29, 2011
/s/  David B. Wright David B. Wright	Director	March 29, 2011

II-10

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jersey City, State of New Jersey, on March 29, 2011.

ISO STAFF SERVICES, INC.

By:  /s/  Frank J. Coyne

Name:     Frank J. Coyne

Title:  President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Frank J. Coyne, Mark V. Anquillare, and Kenneth E. Thompson, and each of them, his true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
/s/  Frank J. Coyne Frank J. Coyne	President and Director (principal executive officer)	March 29, 2011
/s/  Mark V. Anquillare Mark V. Anquillare	Vice President (principal financial officer and principal accounting officer)	March 29, 2011

II-11

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jersey City, State of New Jersey, on March 29, 2011.

XACTWARE SOLUTIONS, INC.

By:  /s/  James E. Loveland

Name:     James E. Loveland

Title:  President and Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Frank J. Coyne, Mark V. Anquillare, and Kenneth E. Thompson, and each of them, his true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
/s/  James E. Loveland James E. Loveland	President, Chief Executive Officer and Director (principal executive officer)	March 29, 2011
/s/  Mark V. Anquillare Mark V. Anquillare	Vice President (principal financial officer and principal accounting officer)	March 29, 2011
/s/  Frank J. Coyne Frank J. Coyne	Director	March 29, 2011
/s/  Scott G. Stephenson Scott G. Stephenson	Director	March 29, 2011

II-12

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jersey City, State of New Jersey, on March 29, 2011.

ISO SERVICES, INC.

By:  /s/  Frank J. Coyne

Name:     Frank J. Coyne

Title:  President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Frank J. Coyne, Mark V. Anquillare, and Kenneth E. Thompson, and each of them, his true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
/s/  Frank J. Coyne Frank J. Coyne	President and Director (principal executive officer)	March 29, 2011
/s/  Mark V. Anquillare Mark V. Anquillare	Vice President (principal financial officer and principal accounting officer)	March 29, 2011

II-13

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jersey City, State of New Jersey, on March 29, 2011.

ISO CLAIMS SERVICES, INC.

By:  /s/  Frank J. Coyne

Name:     Frank J. Coyne

Title:  President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Frank J. Coyne, Mark V. Anquillare, and Kenneth E. Thompson, and each of them, his true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
/s/  Frank J. Coyne Frank J. Coyne	President and Director (principal executive officer)	March 29, 2011
/s/  Mark V. Anquillare Mark V. Anquillare	Vice President (principal financial officer and principal accounting officer)	March 29, 2011

II-14

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jersey City, State of New Jersey, on March 29, 2011.

AIR WORLDWIDE CORPORATION

By:  /s/  S. Ming Lee

Name:     S. Ming Lee

Title:  President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Frank J. Coyne, Mark V. Anquillare, and Kenneth E. Thompson, and each of them, his true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
/s/  S. Ming Lee S. Ming Lee	President and Director (principal executive officer)	March 29, 2011
/s/  Mark V. Anquillare Mark V. Anquillare	Vice President and Director (principal financial officer and principal accounting officer)	March 29, 2011
/s/  Frank J. Coyne Frank J. Coyne	Director	March 29, 2011
/s/  Scott G. Stephenson Scott G. Stephenson	Director	March 29, 2011

II-15

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jersey City, State of New Jersey, on March 29, 2011.

INTERTHINX, INC.

By:  /s/  Kevin Coop

Name:     Kevin Coop

Title:  President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Frank J. Coyne, Mark V. Anquillare, and Kenneth E. Thompson, and each of them, his true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
/s/  Kevin Coop Kevin Coop	President and Director (principal executive officer)	March 29, 2011
/s/  Mark V. Anquillare Mark V. Anquillare	Vice President (principal financial officer and principal accounting officer)	March 29, 2011
/s/  Frank J. Coyne Frank J. Coyne	Director	March 29, 2011
/s/  Scott G. Stephenson Scott G. Stephenson	Director	March 29, 2011

II-16

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jersey City, State of New Jersey, on March 29, 2011.

VERISK HEALTH, INC.

By:  /s/  Michael Coyne

Name:     Michael Coyne

Title:  President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Frank J. Coyne, Mark V. Anquillare, and Kenneth E. Thompson, and each of them, his true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
/s/  Michael Coyne Michael Coyne	President and Director (principal executive officer)	March 29, 2011
/s/  Mark V. Anquillare Mark V. Anquillare	Vice President, Chief Financial Officer and Director (principal financial officer and principal accounting officer)	March 29, 2011
/s/  Scott G. Stephenson Scott G. Stephenson	Director	March 29, 2011

II-17

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jersey City, State of New Jersey, on March 29, 2011.

D2HAWKEYE, INC.

By:  /s/  Michael Coyne

Name:     Michael Coyne

Title:  President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Frank J. Coyne, Mark V. Anquillare, and Kenneth E. Thompson, and each of them, his true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities, in the locations and on the dates indicated.

Signature	Title	Date
/s/  Michael Coyne Michael Coyne	President and Director (principal executive officer)	March 29, 2011
/s/  Mark V. Anquillare Mark V. Anquillare	Senior Vice President, Chief Financial Officer and Director (principal financial officer and principal accounting officer)	March 29, 2011
/s/  Scott G. Stephenson Scott G. Stephenson	Director	March 29, 2011

II-18

EXHIBIT INDEX

Exhibit No.			Document
	1	.1	Underwriting Agreement*
	4	.1	Amended and Restated Certificate of Incorporation, incorporated herein by reference to Exhibit 3.1 to Amendment No. 6 to the Company’s Registration Statement on Form S-1, dated September 21, 2009
	4	.2	Amended and Restated By-Laws, incorporated herein by reference to Exhibit 3.2 to Amendment No. 6 to the Company’s Registration Statement on Form S-1, dated September 21, 2009
	4	.3	Form of Senior Notes Indenture
	4	.4	Form of Subordinated Notes Indenture
	4	.5	Form of Senior Note*
	4	.6	Form of Subordinated Note*
	4	.7	Form of Purchase Contract*
	4	.8	Form of Warrant Agreement*
	4	.9	Form of Unit Agreement*
	4	.10	Waiver, Consent and Amendment No. 6 to the Prudential Uncommitted Master Shelf Agreement, dated March 28, 2011, among Verisk Analytics, Inc., Insurance Services Office, Inc., The Prudential Insurance Company of America, Prudential Investment Management, Inc. and the other purchasers party thereto
	4	.11	Waiver, Consent and Amendment No. 2 to the New York Life Uncommitted Master Shelf Agreement, dated March 28, 2011, among Verisk Analytics, Inc., Insurance Services Office, Inc., New York Life Insurance Company and the other purchasers party thereto
	4	.12	Third Amended and Restated Sharing Agreement, dated as of March 28, 2011, among Bank of America, N.A., as administrative agent, and the other Lenders party thereto
	5	.1	Opinion of Davis Polk & Wardwell LLP
	10	.1	Fourth Amendment and Modification to the Credit Agreement, dated as of March 28, 2011, among Verisk Analytics, Inc., Insurance Services Office, Inc. and Bank of America, N.A., as Administrative Agent, and the lenders party thereto
	12	.1	Computation of Ratio of Earnings to Combined Fixed Charges
	12	.2	Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends*
	23	.1	Consent of Deloitte & Touche LLP
	23	.2	Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)
	24	.1	Power of Attorney (included on the signature pages of the Registration Statement)
	25	.1	Statement of Eligibility on Form T-1 of Trustee for the Senior Notes Indenture
	25	.2	Statement of Eligibility on Form T-1 of Trustee for the Subordinated Notes Indenture

* To be filed, if necessary, as an exhibit to a Current Report on Form 8-K which will be incorporated by reference herein.

EX-4.3

Exhibit 4.3

VERISK ANALYTICS, INC.

as the Company

[and]

[the Guarantor[s] named herein]¹

and

WELLS FARGO BANK, NATIONAL ASSOCIATION

as Trustee

Senior Notes Indenture

Dated as of      , 20[•]

¹ To be modified as appropriate for issuances of senior notes that are fully and unconditionally guaranteed on a joint and several basis by any of the entities identified as “Guarantors” herein.

TABLE OF CONTENTS

	Page
ARTICLE 1
Definitions and Incorporation by Reference
Section 1.01. Definitions	1
Section 1.02. Other Definitions	7
Section 1.03. Incorporation by Reference of Trust Indenture Act	7
Section 1.04. Rules of Construction	8
ARTICLE 2
The Securities
Section 2.01. Form and Dating	8
Section 2.02. Execution and Authentication	9
Section 2.03. Amount Unlimited; Issuable in Series	11
Section 2.04. Denomination and Date of Securities; Payments of Interest	14
Section 2.05. Registrar and Paying Agent; Agents Generally	14
Section 2.06. Paying Agent to Hold Money in Trust	15
Section 2.07. Transfer and Exchange	16
Section 2.08. Replacement Securities	19
Section 2.09. Outstanding Securities	20
Section 2.10. Temporary Securities	21
Section 2.11. Cancellation	21
Section 2.12. CUSIP Numbers	21
Section 2.13. Defaulted Interest	22
Section 2.14. Series May Include Tranches	22
ARTICLE 3
Redemption
Section 3.01. Applicability of Article	22
Section 3.02. Notice of Redemption; Partial Redemptions	22
Section 3.03. Payment of Securities Called for Redemption	24
Section 3.04. Exclusion of Certain Securities From Eligibility for Redemption	25
Section 3.05. Mandatory and Optional Sinking Funds	26
ARTICLE 4
Covenants
Section 4.01. Payment of Securities	28
Section 4.02. Maintenance of Office or Agency	29
Section 4.03. Securityholders’ Lists	30
Section 4.04. Certificate to Trustee	30

i

	Page
Section 4.05. Reports by the Company	31
Section 4.06. Additional Amounts	31
Section 4.07. Calculation of Original Issue Discount	32
ARTICLE 5
Successor Corporation
Section 5.01. When Company May Merge, Etc.	32
Section 5.02. Successor Substituted	33
ARTICLE 6
Default and Remedies
Section 6.01. Events of Default	33
Section 6.02. Acceleration	34
Section 6.03. Other Remedies	35
Section 6.04. Waiver of Past Defaults	36
Section 6.05. Control by Majority	36
Section 6.06. Limitation on Suits	36
Section 6.07. Rights of Holders to Receive Payment	37
Section 6.08. Collection Suit by Trustee	37
Section 6.09. Trustee May File Proofs of Claim	37
Section 6.10. Application of Proceeds	38
Section 6.11. Restoration of Rights and Remedies	39
Section 6.12. Undertaking for Costs	39
Section 6.13. Rights and Remedies Cumulative	39
Section 6.14. Delay or Omission not Waiver	39
ARTICLE 7
Trustee
Section 7.01. General	40
Section 7.02. Certain Rights of Trustee	40
Section 7.03. Individual Rights of Trustee	42
Section 7.04. Trustee’s Disclaimer	42
Section 7.05. Notice of Default	43
Section 7.06. Reports by Trustee to Holders	43
Section 7.07. Compensation and Indemnity	43
Section 7.08. Replacement of Trustee	44
Section 7.09. Acceptance of Appointment by Successor	45
Section 7.10. Successor Trustee by Merger, Etc.	46
Section 7.11. Eligibility	46
Section 7.12. Money Held in Trust	46
ARTICLE 8
Satisfaction and Discharge of Indenture; Unclaimed Moneys
Section 8.01. Satisfaction and Discharge of Indenture	47

ii

	Page
Section 8.02. Application by Trustee of Funds Deposited for Payment of Securities	48
Section 8.03. Repayment of Moneys Held by Paying Agent	48
Section 8.04. Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years	48
Section 8.05. Defeasance and Discharge of Indenture	48
Section 8.06. Defeasance of Certain Obligations	50
Section 8.07. Reinstatement	51
Section 8.08. Indemnity	52
Section 8.09. Excess Funds	52
Section 8.10. Qualifying Trustee	52
ARTICLE 9
Amendments, Supplements and Waivers
Section 9.01. Without Consent of Holders	52
Section 9.02. With Consent of Holders	53
Section 9.03. Revocation and Effect of Consent	54
Section 9.04. Notation on or Exchange of Securities	55
Section 9.05. Trustee to Sign Amendments, Etc.	55
Section 9.06. Conformity with Trust Indenture Act	55
ARTICLE 10
[Guarantee[s]]
Section 10.01. [The Guarantee[s]]	56
Section 10.02. [Guarantee[s] Unconditional, Etc].	56
Section 10.03. [Discharge; Reinstatement]	57
Section 10.04. [Waiver by the Guarantor[s]]	57
Section 10.05. [Subrogation and Contribution]	57
Section 10.06. [Stay of Acceleration]	57
Section 10.07. [Limitation on Amount of Guarantee]	57
Section 10.08. [Execution and Delivery of Guarantee[s]]	58
Section 10.09. [Release of Guarantee]	58
Section 10.10. [Additional Guarantors]	58
ARTICLE 11
Miscellaneous
Section 11.01. Trust Indenture Act of 1939	58
Section 11.02. Notices	59
Section 11.03. Certificate and Opinion as to Conditions Precedent	60
Section 11.04. Statements Required in Certificate or Opinion	60
Section 11.05. Evidence of Ownership	60
Section 11.06. Rules by Trustee, Paying Agent or Registrar	61
Section 11.07. Payment Date Other Than a Business Day	61
Section 11.08. Governing Law; Waiver of Jury Trial	62

iii

	Page
Section 11.09. No Adverse Interpretation of Other Agreements	62
Section 11.10. Successors	62
Section 11.11. Duplicate Originals	62
Section 11.12. Separability	62
Section 11.13. Table of Contents, Headings, Etc.	62
Section 11.14. Incorporators, Stockholders, Officers and Directors of Company Exempt From Individual Liability	62
Section 11.15. Judgment Currency	63
Section 11.16. Force Majeure	63
Section 11.17. U.S.A. Patriot Act	64

iv

     SENIOR NOTES INDENTURE, dated as of [•], 20[•], [among] Verisk Analytics, Inc., a Delaware corporation, as the Company (the “Company”) [, Insurance Services Office, Inc., a Delaware corporation,] [and] [ISO Staff Services, Inc.] [and] [Xactware Solutions, Inc., a Delaware corporation,] [and] [ISO Services, Inc., a Delaware corporation,] [and] [ISO Claims Services, Inc., a Delaware corporation,] [and] [AIR Worldwide Corporation, a Delaware corporation,] [and] [Interthinx, Inc., a California corporation,] [and] [Verisk Health, Inc., a Massachusetts corporation,] [and] [D2Hawkeye, Inc., a Massachusetts corporation] together with such other guarantors as may be added from time to time [([each a] [the] “Guarantor” [and collectively, the “Guarantors”])] and Wells Fargo Bank, National Association, a national banking association, as Trustee (the “Trustee”).

RECITALS

     WHEREAS, the Company has duly authorized the issuance from time to time of its senior notes to be issued in one or more series (the “Securities”) up to such principal amount or amounts as may from time to time be authorized in accordance with the terms of this Indenture;

     [WHEREAS, [each of] the Guarantor[s] has duly authorized[, on a joint and several basis,] the full and unconditional guarantee of any Security of any series (the “Guarantee[s]”);]

     WHEREAS, [each of] the Company [and the Guarantor[s]] has duly authorized, among other things, the authentication, execution, delivery and administration of this Indenture[,] [and] the Securities [and the Guarantee[s]]; and

     WHEREAS, all things necessary to make this Indenture a valid indenture and agreement according to its terms have been done;

     NOW, THEREFORE:

     In consideration of the premises and the purchases of the Securities [together with the Guarantee[s]] by the holders thereof, the Company[, the Guarantor[s]] and the Trustee mutually covenant and agree for the equal and proportionate benefit of the respective holders from time to time of the Securities [and the Guarantees] or of any and all series thereof and of the coupons, if any, appertaining thereto as follows:

ARTICLE 1
Definitions and Incorporation by Reference

     Section 1.01. Definitions.

     “Affiliate” of any Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”) when used with respect to any Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

     “Agent” means any Registrar, Paying Agent, transfer agent or Authenticating Agent.

     “Authorized Newspaper” means a newspaper (which, in the case of The City of New York, will, if practicable, be The Wall Street Journal (Eastern Edition) and in the case of London, will, if practicable, be the Financial Times (London Edition) and published in an official language of the country of publication customarily published at least once a day for at least five days in each calendar week and of general circulation in The City of New York or London, as applicable. If it shall be impractical in the opinion of the Trustee to make any publication of any notice required hereby in an Authorized Newspaper, any publication or other notice in lieu thereof which is made or given with the approval of the Trustee shall constitute a sufficient publication of such notice.

     “Bank Credit Agreement” means the Credit Agreement, dated July 9, 2009, among Insurance Services Office, Inc., Bank of America, N.A., as administrative agent, swing line lender and L/C issuer, and the lenders party thereto, as such agreement has been and may be amended, restated, supplemented or otherwise modified from time to time (including, but not limited to, the inclusion of additional parties thereunder, including the Company and parties that are Subsidiaries of the Company and whose obligations are guaranteed by the Company thereunder), including all or any portion of the indebtedness under such Credit Agreement or any successor agreements and includes any agreement with one or more banks or other lending institutions refinancing all or any portion of the indebtedness under such Credit Agreement or any successor agreements.

     “Board of Directors” means:

     (a) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;

     (b) with respect to a partnership, the board of directors of the general partner of the partnership;

     (c) with respect to a limited liability company, the managing member or members or any controlling committee of managers or members thereof or any board or committee serving a similar management function; and

2

     (d) with respect to any other Person, the individual or board or committee of such Person serving a management function similar to those described in clauses (a), (b) or (c) of this definition.

     “Board Resolution” means one or more resolutions of the Board of Directors of the Company or any authorized committee thereof [or, as the case may be, one or more resolutions of the Board of Directors of the Guarantor[s] or any authorized committee thereof], certified by the secretary or an assistant secretary to have been duly adopted and to be in full force and effect on the date of certification, and delivered to the Trustee.

     “Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close in The City of New York, with respect to any Security the interest on which is based on the offered quotations in the interbank Eurodollar market for dollar deposits in London, or with respect to Securities denominated in a specified currency other than United States dollars, in the principal financial center of the country of the specified currency.

     “Capital Lease” means, with respect to any Person, any lease of any property which, in conformity with GAAP, is required to be capitalized on the balance sheet of such Person.

     “Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

     “Company” means the party named as such in the first paragraph of this Indenture until a successor replaces it pursuant to Article 5 of this Indenture and thereafter means the successor.

     “Corporate Trust Office” means the office of the Trustee at which the corporate trust business of the Trustee shall, at any particular time, be administered, which office is, at the date of this Indenture, located at 45 Broadway, 14^th Floor, New York, New York 10006, Attention: Corporate Trust Services.

     “Default” means any event that is, or after notice or passage of time or both would be, an Event of Default.

     “Depositary” means, with respect to the Securities of any series issuable or issued in the form of one or more Registered Global Securities, the Person designated as Depositary by the Company pursuant to Section 2.03 until a successor Depositary shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Depositary” shall mean or include each Person who is then a Depositary hereunder, and if at any time there is more

3

than one such Person, “Depositary” as used with respect to the Securities of any such series shall mean the Depositary with respect to the Registered Global Securities of that series.

     “Exchange Act” means the Securities Exchange Act of 1934, as amended.

     “GAAP” means with respect to any computations required or permitted hereunder, generally accepted accounting principles in effect in the United Sates as in effect from time to time; provided, however if the Company is required by the SEC to adopt (or is permitted to adopt and so adopts) a different accounting framework, including but not limited to the International Financial Reporting Standards, “GAAP” shall mean such new accounting framework as in effect from time to time, including, without limitation, in each case, those accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as approved by a significant segment of the accounting profession.

     [“Guarantee” shall have the meaning set forth in the recitals of this Indenture.]

     [“Guarantor[s]” means the Person[s] named as “Guarantor[s]” in the first paragraph of this Indenture and any additional Persons added as guarantors pursuant to Section 10.10, until a successor replaces any such Guarantor and, thereafter, “Guarantor[s]” shall mean the Guarantors not so replaced together with any such successors.]

     “Holder” or “Securityholder” means the registered holder of any Security with respect to Registered Securities and the bearer of any Unregistered Security or any coupon appertaining thereto, as the case may be.

     “indebtedness” means, with respect to any Person, obligations (other than Nonrecourse Obligations) of such Person for borrowed money or evidenced by bonds, debentures, notes or similar instruments.

     “Indenture” means this Indenture as originally executed and delivered or as it may be amended or supplemented from time to time by one or more indentures supplemental to this Indenture entered into pursuant to the applicable provisions of this Indenture and shall include the forms and terms of the Securities of each series established as contemplated pursuant to Sections 2.01 and Section 2.03 [and the terms of the Guarantees of each such series of Securities set forth in Article 10].

     “Nonrecourse Obligation” means indebtedness or other obligations substantially related to (a) the acquisition of assets not previously owned by the Company or any of its subsidiaries or (b) the financing of a project involving the development or expansion of its properties or those of any of our subsidiaries, as

4

to which the obligee with respect to such indebtedness or obligation has no recourse to the Company or any of its subsidiaries, or any of our assets or those of any of our subsidiaries other than the assets that were acquired with the proceeds of such transaction or the project financed with the proceeds of such transaction (and the proceeds thereof).

     “Officer” means, with respect to the Company, the chairman of the Board of Directors, the president or chief executive officer, any executive vice president, any senior vice president, any vice president, the chief financial officer, the treasurer or any assistant treasurer, or the secretary or any assistant secretary.

     “Officers’ Certificate” means[, with respect to the Company or the Guarantor[s],] a certificate signed in the name of the Company [or the Guarantor[s], as the case may be,] (i) by the chairman of the Board of Directors, the president or chief executive officer, an executive vice president, a senior vice president or a vice president, and (ii) by the chief financial officer, the treasurer or any assistant treasurer, or the secretary or any assistant secretary, and delivered to the Trustee. Each such certificate shall comply with Section 314 of the Trust Indenture Act, if applicable, and include (except as otherwise expressly provided in this Indenture) the statements provided in Section 11.04, if applicable.

     “Opinion of Counsel” means a written opinion signed by legal counsel, who may be an employee of or counsel to the Company [or the Guarantor[s], as the case may be], satisfactory to the Trustee. Each such opinion shall comply with Section 314 of the Trust Indenture Act, if applicable, and include the statements provided in Section 11.04, if and to the extent required thereby.

     “original issue date” of any Security (or portion thereof) means the earlier of (a) the date of authentication of such Security or (b) the date of any Security (or portion thereof) for which such Security was issued (directly or indirectly) on registration of transfer, exchange or substitution.

     “Original Issue Discount Security” means any Security that provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the maturity thereof pursuant to Section 6.02.

     “Periodic Offering” means an offering of Securities of a series from time to time, the specific terms of which Securities, including, without limitation, the rate or rates of interest, if any, thereon, the stated maturity or maturities thereof and the redemption provisions, if any, with respect thereto, are to be determined by the Company or its agents upon the issuance of such Securities.

     “Person” means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

5

     “Principal” of a Security means the principal amount of, and, unless the context indicates otherwise, includes any premium payable on, the Security.

     “Registered Global Security” means a Security evidencing all or a part of a series of Registered Securities, issued to the Depositary for such series in accordance with Section 2.02, and bearing the legend prescribed in Section 2.02.

     “Registered Security” means any Security registered on the Security Register (as defined in Section 2.05).

     “Responsible Officer” when used with respect to the Trustee, shall mean an officer of the Trustee in the Corporate Trust Office, having direct responsibility for the administration of this Indenture, and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

     “Securities” means any of the securities, as defined in the first paragraph of the recitals hereof, that are authenticated and delivered under this Indenture and, unless the context indicates otherwise, shall include any coupon appertaining thereto.

     “Securities Act” means the Securities Act of 1933, as amended.

     “Subsidiary” means, with respect to any Person, any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of capital stock or other interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by (a) such Person, (b) such Person and one or more subsidiaries of such Person or (c) one or more subsidiaries of such Person.

     “Trustee” means the party named as such in the first paragraph of this Indenture until a successor replaces it in accordance with the provisions of Article 7 and thereafter shall mean or include each Person who is then a Trustee hereunder, and if at any time there is more than one such Person, “Trustee” as used with respect to the Securities of any series shall mean the Trustee with respect to Securities of that series.

     “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb), as it may be amended from time to time.

     “Unregistered Security” means any Security other than a Registered Security.

     “U.S. Government Obligations” means securities that are (i) direct obligations of the United States of America for the payment of which its full faith

6

and credit is pledged or (ii) obligations of an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such U.S. Government Obligation or a specific payment of interest on or principal of any such U.S. Government Obligation held by such custodian for the account of the holder of a depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of interest on or principal of the U.S. Government Obligation evidenced by such depository receipt.

     “Yield to Maturity” means, as the context may require, the yield to maturity (i) on a series of Securities or (ii) if the Securities of a series are issuable from time to time, on a Security of such series, calculated at the time of issuance of such series in the case of clause (i) or at the time of issuance of such Security of such series in the case of clause (ii), or, if applicable, at the most recent redetermination of interest on such series or on such Security, and calculated in accordance with the constant interest method or such other accepted financial practice as is specified in the terms of such Security.

     Section 1.02. Other Definitions. Each of the following terms is defined in the section set forth opposite such term:

Term	Section
Authenticating Agent	2.02
Cash Transaction	7.03
Dollars	4.02
Event of Default	6.01
Judgment Currency	11.15	(a)
mandatory sinking fund payment	3.05
optional sinking fund payment	3.05
Paying Agent	2.05
record date	2.04
Registrar	2.05
Required Currency	11.15	(a)
Security Register	2.05
self-liquidating paper	7.03
sinking fund payment date	3.05
tranche	2.14

     Section 1.03. Incorporation by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the Trust Indenture Act, the provision is incorporated by reference in, and made a part of, this Indenture. The

7

following terms used in this Indenture that are defined by the Trust Indenture Act have the following meanings:

     “indenture securities” means the Securities;

     “indenture security holder” means a Holder or a Securityholder;

     “indenture to be qualified” means this Indenture;

     “indenture trustee” or “institutional trustee” means the Trustee; and

     “obligor” on the indenture securities means the Company or any other obligor on the Securities.

     All other terms used in this Indenture that are defined by the Trust Indenture Act, defined by reference in the Trust Indenture Act to another statute or defined by a rule of the Commission and not otherwise defined herein have the meanings assigned to them therein.

     Section 1.04. Rules of Construction. Unless the context otherwise requires:

     (a) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

     (b) words in the singular include the plural, and words in the plural include the singular;

     (c) “herein,” “hereof” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision;

     (d) all references to Sections or Articles refer to Sections or Articles of this Indenture unless otherwise indicated; and

     (e) use of masculine, feminine or neuter pronouns should not be deemed a limitation, and the use of any such pronouns should be construed to include, where appropriate, the other pronouns.

ARTICLE 2
The Securities

     Section 2.01. Form and Dating. The Securities of each series shall be substantially in such form or forms (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this

8

Indenture and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law, or with any rules of any securities exchange or usage, all as may be determined by the officers executing such Securities as evidenced by their execution of the Securities. Unless otherwise so established, Unregistered Securities shall have coupons attached.

     Section 2.02. Execution and Authentication. Two Officers shall execute the Securities and one Officer shall execute the coupons appertaining thereto for the Company by facsimile or manual signature in the name and on behalf of the Company. The seal of the Company, if any, shall be reproduced on the Securities. If an Officer whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless be valid.

     The Trustee, at the expense of the Company, may appoint an authenticating agent (the “Authenticating Agent”) to authenticate Securities. The Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent.

     A Security and the coupons appertaining thereto shall not be valid until the Trustee or Authenticating Agent manually signs the certificate of authentication on the Security or on the Security to which such coupon appertains by an authorized officer. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated under this Indenture.

     At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall receive prior to the authentication of any Securities of such series, and (subject to Article 7) shall be fully protected in conclusively relying upon, unless and until such documents have been superseded or revoked:

     (a) any Board Resolution and/or executed supplemental indenture referred to in Sections 2.01 and 2.03 by or pursuant to which the forms and terms of the Securities of that series were established;

     (b) an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture; and

9

     (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of this Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of this Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and that all laws and requirements in respect of the execution and delivery by the Company of such Securities have been complied with, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee.

     The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.

     Notwithstanding the provisions of Sections 2.01 and 2.02, if, in connection with a Periodic Offering, all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Board Resolution otherwise required pursuant to Section 2.01 or the written order, Officers’ Certificate and Opinion of Counsel otherwise required pursuant to Section 2.02 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued.

     With respect to Securities of a series offered in a Periodic Offering, the Trustee may conclusively rely, as to the authorization by the Company of any of such Securities, the forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Sections 2.01 and 2.02, as applicable, in connection with the first authentication of Securities of such series.

     If the Company shall establish pursuant to Section 2.03 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to

10

such Depositary’s instructions and (iv) shall bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”

     [The execution and delivery of the Guarantee[s] by the Guarantor[s] shall be evidenced by the execution and delivery of this Indenture by [each of] the Guarantor[s] as set forth in Section 10.08. The terms of the Guarantee[s] and obligations of the Guarantor[s] are set forth in Article 10.]]

     Section 2.03. Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited.

     The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution or one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, subject to the last sentence of this Section 2.03,

     (a) the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all other series;

     (b) [whether the Securities are entitled to the benefit of any Guarantee by any Guarantor;]

     (c) any limit upon the aggregate principal amount of the Securities of the series that may be authenticated and delivered under this Indenture and any limitation on the ability of the Company to increase such aggregate principal amount after the initial issuance of the Securities of that series (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, or upon redemption of, other Securities of the series pursuant hereto);

     (d) the date or dates on which the principal of the Securities of the series is payable (which date or dates may be fixed or extendible);

     (e) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) on which a record shall be taken for the determination of Holders to whom interest is payable and/or the method by which such rate or rates or date or dates shall be determined;

     (f) if other than as provided in Section 4.02, the place or places where the principal of and any interest on Securities of the series shall be payable, any

11

Registered Securities of the series may be surrendered for exchange, notices, demands to or upon the Company in respect of the Securities of the series and this Indenture may be served and notice to Holders may be published;

     (g) the right, if any, of the Company to redeem Securities of the series, in whole or in part, at its option and the period or periods within which, the price or prices at which and any terms and conditions upon which Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;

     (h) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption, sinking fund or analogous provisions or at the option of a Holder thereof and the price or prices at which and the period or periods within which and any of the terms and conditions upon which Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;

     (i) if other than denominations of $2,000 and any integral multiple of $1,000 in excess thereof, the denominations in which Securities of the series shall be issuable;

     (j) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;

     (k) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the principal of or interest on the Securities of the series shall be payable or if the amount of payments of principal of and/or interest on the Securities of the series may be determined with reference to an index based on a coin or currency other than that in which the Securities of the series are denominated, the manner in which such amounts shall be determined;

     (l) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of and interest on the Securities of the series shall be payable, and the manner in which any such currencies shall be valued against other currencies in which any other Securities shall be payable;

     (m) whether the Securities of the series or any portion thereof will be issuable as Registered Securities (and if so, whether such Securities will be issuable as Registered Global Securities) or Unregistered Securities (with or without coupons) (and if so, whether such Securities will be issued in temporary or permanent global form), or any combination of the foregoing, any restrictions applicable to the offer, sale or delivery of Unregistered Securities or the payment of interest thereon and, if other than as provided herein, the terms upon which Unregistered Securities of any series may be exchanged for Registered Securities of such series and vice versa;

12

     (n) whether the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;

     (o) whether and under what circumstances the Company will pay additional amounts on the Securities of the series held by a person who is not a U.S. person in respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts;

     (p) if the Securities of the series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and terms of such certificates, documents or conditions;

     (q) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;

     (r) provisions, if any, for the defeasance of the Securities of the series (including provisions permitting defeasance of less than all Securities of the series), which provisions may be in addition to, in substitution for, or in modification of (or any combination of the foregoing) the provisions of Article 8;

     (s) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global form, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global form;

     (t) any other Events of Default or covenants with respect to the Securities of the series; and

     (u) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture).

     All Securities of any one series and coupons, if any, appertaining thereto shall be substantially identical, except in the case of Registered Securities as to date and denomination, except in the case of any Periodic Offering and except as may otherwise be provided by or pursuant to the Board Resolution referred to above or as set forth in any such indenture supplemental hereto. All Securities of any one series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Indenture, if so provided by or pursuant to such Board Resolution or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture.

13

     Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.

     Section 2.04. Denomination and Date of Securities; Payments of Interest. The Securities of each series shall be issuable as Registered Securities or Unregistered Securities in denominations established as contemplated by Section 2.03 or, if not so established with respect to Securities of any series, in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. The Securities of each series shall be numbered, lettered or otherwise distinguished in such manner or in accordance with such plan as the Officers of the Company executing the same may determine, as evidenced by their execution thereof.

     Unless otherwise specified with respect to a series of Securities, each Security shall be dated the date of its authentication. The Securities of each series shall bear interest, if any, from the date, and such interest and shall be payable on the dates, established as contemplated by Section 2.03.

     The person in whose name any Registered Security of any series is registered at the close of business on any record date applicable to a particular series with respect to any interest payment date for such series shall be entitled to receive the interest, if any, payable on such interest payment date notwithstanding any transfer or exchange of such Registered Security subsequent to the record date and prior to such interest payment date, except if and to the extent the Company shall default in the payment of the interest due on such interest payment date for such series, in which case the provisions of Section 2.13 shall apply. The term “record date” as used with respect to any interest payment date (except a date for payment of defaulted interest) for the Securities of any series shall mean the date specified as such in the terms of the Registered Securities of such series established as contemplated by Section 2.03, or, if no such date is so established, the fifteenth day next preceding such interest payment date, whether or not such record date is a Business Day.

     Section 2.05. Registrar and Paying Agent; Agents Generally. The Company shall maintain an office or agency where Securities may be presented for registration, registration of transfer or for exchange (the “Registrar”) and an office or agency where Securities may be presented for payment (the “Paying Agent”), which shall be in the Borough of Manhattan, The City of New York. The Company shall cause the Registrar to keep a register of the Registered Securities and of their registration, transfer and exchange (the “Security Register”). The Company may have one or more additional Paying Agents or transfer agents with respect to any series.

     The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture. The agreement shall implement the

14

provisions of this Indenture and the Trust Indenture Act that relate to such Agent. The Company shall give prompt written notice to the Trustee of the name and address of any Agent and any change in the name or address of an Agent. If the Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company or any affiliate of the Company may act as Paying Agent or Registrar; provided that neither the Company[, [any] [the] Guarantor] nor an affiliate of the Company [or [any] [the] Guarantor] shall act as Paying Agent in connection with the defeasance of the Securities [or the Guarantees] or the discharge of this Indenture under Article 8.

     The Company initially appoints the Trustee as Registrar, Paying Agent and Authenticating Agent. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee ten days prior to each interest payment date and at such other times as the Trustee may reasonably request the names and addresses of the Holders as they appear in the Security Register.

     Section 2.06. Paying Agent to Hold Money in Trust. Not later than 10:00 a.m. New York City time on each due date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the due date, of any Principal or interest on any Securities, the Company shall deposit with the Paying Agent money in immediately available funds sufficient to pay such Principal or interest. The Company shall require each Paying Agent other than the Trustee to agree in writing that such Paying Agent shall hold in trust for the benefit of the Holders of such Securities or the Trustee all money held by the Paying Agent for the payment of Principal of and interest on such Securities and shall promptly notify the Trustee of any default by the Company in making any such payment. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Company or any affiliate of the Company acts as Paying Agent, it will, on or before each due date of any Principal of or interest on any Securities, segregate and hold in a separate trust fund for the benefit of the Holders thereof a sum of money sufficient to pay such Principal or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee in writing of its action or failure to act as required by this Section.

15

     Section 2.07. Transfer and Exchange. Unregistered Securities (except for any temporary global Unregistered Securities) and coupons (except for coupons attached to any temporary global Unregistered Securities) shall be transferable by delivery.

     At the option of the Holder thereof, Registered Securities of any series (other than a Registered Global Security, except as set forth below) may be exchanged for a Registered Security or Registered Securities of such series and tenor having authorized denominations and an equal aggregate principal amount, upon surrender of such Registered Securities to be exchanged at the agency of the Company that shall be maintained for such purpose in accordance with Section 2.05 and upon payment, if the Company shall so require, of the charges hereinafter provided. If the Securities of any series are issued in both registered and unregistered form, except as otherwise established pursuant to Section 2.03, at the option of the Holder thereof, Unregistered Securities of any series may be exchanged for Registered Securities of such series and tenor having authorized denominations and an equal aggregate principal amount, upon surrender of such Unregistered Securities to be exchanged at the agency of the Company that shall be maintained for such purpose in accordance with Section 4.02, with, in the case of Unregistered Securities that have coupons attached, all unmatured coupons and all matured coupons in default thereto appertaining, and upon payment, if the Company shall so require, of the charges hereinafter provided. At the option of the Holder thereof, if Unregistered Securities of any series, maturity date, interest rate and original issue date are issued in more than one authorized denomination, except as otherwise established pursuant to Section 2.03, such Unregistered Securities may be exchanged for Unregistered Securities of such series and tenor having authorized denominations and an equal aggregate principal amount, upon surrender of such Unregistered Securities to be exchanged at the agency of the Company that shall be maintained for such purpose in accordance with Section 4.02, with, in the case of Unregistered Securities that have coupons attached, all unmatured coupons and all matured coupons in default thereto appertaining, and upon payment, if the Company shall so require, of the charges hereinafter provided. Registered Securities of any series may not be exchanged for Unregistered Securities of such series. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.

     Upon surrender for registration of transfer of any Registered Security of a series at the agency of the Company that shall be maintained for that purpose in accordance with Section 2.05 and upon payment, if the Company shall so require, of the charges hereinafter provided, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount.

16

     All Registered Securities presented for registration of transfer, exchange, redemption or payment shall be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee duly executed by, the holder or his attorney duly authorized in writing.

     The Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of Securities. No service charge shall be made for any such transaction.

     Notwithstanding any other provision of this Section 2.07, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Registered Global Security representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary.

     If at any time the Depositary for any Registered Global Securities of any series notifies the Company that it is unwilling or unable to continue as Depositary for such Registered Global Securities or if at any time the Depositary for such Registered Global Securities shall no longer be eligible under applicable law, the Company shall appoint a successor Depositary eligible under applicable law with respect to such Registered Global Securities. If a successor Depositary eligible under applicable law for such Registered Global Securities is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of the Company’s order for the authentication and delivery of definitive Registered Securities of such series and tenor, will authenticate and deliver Registered Securities of such series and tenor, in any authorized denominations, in an aggregate principal amount equal to the principal amount of such Registered Global Securities, in exchange for such Registered Global Securities.

     The Company may at any time and in its sole discretion and subject to the procedures of the Depositary determine that any Registered Global Securities of any series shall no longer be maintained in global form. In such event the Company will execute, and the Trustee, upon receipt of the Company’s order for the authentication and delivery of definitive Registered Securities of such series and tenor, will authenticate and deliver, Registered Securities of such series and tenor in any authorized denominations, in an aggregate principal amount equal to the principal amount of such Registered Global Securities, in exchange for such Registered Global Securities.

     Any time the Registered Securities of any series are not in the form of Registered Global Securities pursuant to the preceding two paragraphs, the

17

Company agrees to supply the Trustee with a reasonable supply of certificated Registered Securities without the legend required by Section 2.02 and the Trustee agrees to hold such Registered Securities in safekeeping until authenticated and delivered pursuant to the terms of this Indenture.

     If established by the Company pursuant to Section 2.03 with respect to any Registered Global Security, the Depositary for such Registered Global Security may surrender such Registered Global Security in exchange in whole or in part for Registered Securities of the same series and tenor in definitive registered form on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee shall authenticate and deliver, without service charge,

     (a) to the Person specified by such Depositary new Registered Securities of the same series and tenor, of any authorized denominations as requested by such Person, in an aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Registered Global Security; and

     (b) to such Depositary a new Registered Global Security in a denomination equal to the difference, if any, between the principal amount of the surrendered Registered Global Security and the aggregate principal amount of Registered Securities authenticated and delivered pursuant to clause (a) above.

     Registered Securities issued in exchange for a Registered Global Security pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Registered Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee or an agent of the Company or the Trustee. The Trustee or such agent shall deliver such Securities to or as directed by the Persons in whose names such Securities are so registered.

     All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such transfer or exchange.

     Neither the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by the Depositary.

     Notwithstanding anything herein or in the forms or terms of any Securities to the contrary, none of the Company, the Trustee or any agent of the Company or the Trustee shall be required to exchange any Unregistered Security for a Registered Security if such exchange would result in adverse federal income tax consequences to the Company (such as, for example, the inability of the Company to deduct from its income, as computed for federal income tax purposes, the

18

interest payable on the Unregistered Securities) under then applicable United States federal income tax laws. The Trustee and any such agent shall be entitled to conclusively rely on an Officers’ Certificate or an Opinion of Counsel in determining such result.

     The Registrar shall not be required (i) to issue, authenticate, register the transfer of or exchange Securities of any series for a period of 15 days before the mailing of a notice of redemption of such Securities to be redeemed or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part.

     Section 2.08. Replacement Securities. If any mutilated Security or a Security with a mutilated coupon appertaining to it is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver, in exchange for such mutilated Security or in exchange for the Security to which a mutilated coupon appertains, a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding, with coupons corresponding to the coupons, if any, appertaining to such mutilated Security or to the Security to which such mutilated coupon appertains.

     If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security or coupon and (ii) such security or indemnity as may be required by them to save each of them and any agent of any of them harmless, then, in the absence of notice to the Company or the Trustee that such Security or coupon has been acquired by a bona fide purchaser, the Company shall execute and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security or in exchange for the Security to which a destroyed, lost or stolen coupon appertains (with all appurtenant coupons not destroyed, lost or stolen), a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding, with coupons corresponding to the coupons, if any, appertaining to such destroyed, lost or stolen Security or to the Security to which such destroyed, lost or stolen coupon appertains.

     In case any such mutilated, destroyed, lost or stolen Security or coupon has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security or coupon (without surrender thereof except in the case of a mutilated Security or coupon) if the applicant for such payment shall furnish to the Company and the Trustee such security or indemnity as may be required by them to save each of them and any agent of any of them harmless, and in the case of destruction, loss or theft, evidence satisfactory to the Company and the Trustee and any agent of them of the destruction, loss or theft of such Security and the ownership thereof; provided, however, that the Principal of and any interest on Unregistered Securities shall, except as otherwise provided in Section 4.02, be payable only at an office or agency located outside the United States of America.

19

     Upon the issuance of any new Security under this Section, the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

     Every new Security of any series, with its coupons, if any, issued pursuant to this Section in lieu of any destroyed, lost or stolen Security or in exchange for any mutilated Security, or in exchange for a Security to which a mutilated, destroyed, lost or stolen coupon appertains, shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security and its coupons, if any, or the mutilated, destroyed, lost or stolen coupon shall be at any time enforceable by anyone, and any such new Security and coupons, if any, shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that series and their coupons, if any, duly issued hereunder.

     The provisions of this Section are exclusive and shall preclude (to the extent lawful) any other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities or coupons.

     Section 2.09. Outstanding Securities. Securities outstanding at any time are all Securities that have been authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those paid pursuant to Section 2.08, those described in this Section 2.09 as not outstanding and those that have been defeased pursuant to Section 8.05.

     If a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due course.

     If the Paying Agent (other than the Company or an affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrue.

     A Security does not cease to be outstanding because the Company or one of its affiliates holds such Security, provided, however, that, in determining whether the Holders of the requisite principal amount of the outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any affiliate of the Company shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate of the Company, as security for loans

20

or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be outstanding, if the pledgee is entitled pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company or by any such affiliate.

     Section 2.10. Temporary Securities. Until definitive Securities of any series are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Securities of such series. Temporary Securities of any series shall be substantially in the form of definitive Securities of such series but may have insertions, substitutions, omissions and other variations determined to be appropriate by the Officers executing the temporary Securities, as evidenced by their execution of such temporary Securities. If temporary Securities of any series are issued, the Company will cause definitive Securities of such series to be prepared without unreasonable delay. After the preparation of definitive Securities of any series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series and tenor upon surrender of such temporary Securities at the office or agency of the Company designated for such purpose pursuant to Section 4.02, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of such series and tenor and authorized denominations. Until so exchanged, the temporary Securities of any series shall be entitled to the same benefits under this Indenture as definitive Securities of such series.

     Section 2.11. Cancellation. The Company at any time may deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold. The Registrar, any transfer agent and the Paying Agent shall forward to the Trustee any Securities surrendered to them for transfer, exchange or payment. The Trustee shall cancel and dispose of in accordance with its customary procedures all Securities surrendered for transfer, exchange, payment or cancellation and shall, upon written request of the Company, deliver a certificate of disposition to the Company. The Company may not issue new Securities to replace Securities it has paid in full or delivered to the Trustee for cancellation.

     Section 2.12. CUSIP Numbers. The Company in issuing the Securities may use “CUSIP” and “CINS” numbers (if then generally in use), and the Trustee shall use CUSIP numbers or CINS numbers, as the case may be, in notices of redemption or exchange as a convenience to Holders and no representation shall be made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of redemption or exchange. The Company will promptly notify the Trustee in writing of any change in the CUSIP or CINS numbers.

21

     Section 2.13. Defaulted Interest. If the Company defaults in a payment of interest on the Registered Securities, it shall pay, or shall deposit with the Paying Agent money in immediately available funds sufficient to pay, the defaulted interest plus (to the extent lawful) any interest payable on the defaulted interest (as may be specified in the terms thereof, established pursuant to Section 2.03) to the Persons who are Holders on a subsequent special record date, which shall mean the 15th day next preceding the date fixed by the Company for the payment of defaulted interest, whether or not such day is a Business Day. At least 15 days before such special record date, the Company shall mail to each Holder of such Registered Securities and to the Trustee a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

     Section 2.14. Series May Include Tranches. A series of Securities may include one or more tranches (each a “tranche”) of Securities, including Securities issued in a Periodic Offering. The Securities of different tranches may have one or more different terms, including authentication dates and public offering prices, but all the Securities within each such tranche shall have identical terms, including authentication date and public offering price. Notwithstanding any other provision of this Indenture, with respect to Sections 2.02 (other than the fourth, sixth and seventh paragraphs thereof) through 2.04, 2.07, 2.08, 2.10, 3.01 through 3.05, 4.02, 6.01 through 6.14, 8.01 through 8.07, 9.02 and Section 11.07, if any series of Securities includes more than one tranche, all provisions of such sections applicable to any series of Securities shall be deemed equally applicable to each tranche of any series of Securities in the same manner as though originally designated a series unless otherwise provided with respect to such series or tranche pursuant to Section 2.03. In particular, and without limiting the scope of the next preceding sentence, any of the provisions of such sections which provide for or permit action to be taken with respect to a series of Securities shall also be deemed to provide for and permit such action to be taken instead only with respect to Securities of one or more tranches within that series (and such provisions shall be deemed satisfied thereby), even if no comparable action is taken with respect to Securities in the remaining tranches of that series.

ARTICLE 3
Redemption

     Section 3.01. Applicability of Article. The provisions of this Article 3 shall be applicable to the Securities of any series which are redeemable before their maturity or to any sinking fund for the retirement of Securities of a series except as otherwise specified as contemplated by Section 2.03 for Securities of such series.

     Section 3.02. Notice of Redemption; Partial Redemptions. Notice of redemption to the Holders of Registered Securities of any series to be redeemed as a whole or in part at the option of the Company shall be given by mailing notice of such redemption by first class mail, postage prepaid, at least 30 days and

22

not more than 60 days prior to the date fixed for redemption to such Holders of Registered Securities of such series at their last addresses as they shall appear upon the registry books. Notice of redemption to the Holders of Unregistered Securities of any series to be redeemed as a whole or in part who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act, shall be given by mailing notice of such redemption, by first class mail, postage prepaid, at least 30 days and not more than 60 days prior to the date fixed for redemption, to such Holders at such addresses as were so furnished to the Trustee (and, in the case of any such notice given by the Company, the Trustee shall make such information available to the Company for such purpose). Notice of redemption to all other Holders of Unregistered Securities of any series to be redeemed as a whole or in part shall be published in an Authorized Newspaper in The City of New York or with respect to any Security the interest on which is based on the offered quotations in the interbank Eurodollar market for dollar deposits in an Authorized Newspaper in London, in each case, once in each of three successive calendar weeks, the first publication to be not less than 30 days nor more than 60 days prior to the date fixed for redemption. Any notice which is mailed or published in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives the notice. Failure to give notice by mail, or any defect in the notice to the Holder of any Security of a series designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Security of such series.

     The notice of redemption to each such Holder shall specify the principal amount of each Security of such series held by such Holder to be redeemed, the CUSIP numbers of the Securities to be redeemed, the date fixed for redemption, the redemption price, or if not then ascertainable, the manner of calculation thereof, the place or places of payment, that payment will be made upon presentation and surrender of such Securities and, in the case of Securities with coupons attached thereto, of all coupons appertaining thereto maturing after the date fixed for redemption, that such redemption is pursuant to the mandatory or optional sinking fund, or both, if such be the case, that interest accrued to the date fixed for redemption will be paid as specified in such notice and that on and after said date interest thereon or on the portions thereof to be redeemed will cease to accrue. In case any Security of a series is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Security, a new Security or Securities of such series and tenor in principal amount equal to the unredeemed portion thereof will be issued.

     The notice of redemption of Securities of any series to be redeemed at the option of the Company shall be given by the Company or, at the Company’s written request at least 10 days prior to the last date on which notice of redemption may be given to Holders pursuant to the first paragraph of this Section 3.02 (or such shorter period as shall be acceptable to the Trustee) if all of the outstanding Securities are to be redeemed, or at least 15 days prior to the last date

23

on which notice of redemption may be given to Holders pursuant to the first paragraph of this Section 3.02 (or such shorter period as shall be acceptable to the Trustee) if less than all the outstanding Securities of a series are to be redeemed, by the Trustee in the name and at the expense of the Company.

     On or before 10:00 a.m. New York City time on the redemption date or, in the case of Unregistered Securities, on or before 10:00 a.m. New York City time on the Business Day prior to the redemption date specified in the notice of redemption given as provided in this Section, the Company will deposit with the Trustee or with one or more Paying Agents (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.06) an amount of money sufficient to redeem on the redemption date all the Securities of such series so called for redemption at the appropriate redemption price, together with accrued interest to the date fixed for redemption. If all of the outstanding Securities of a series are to be redeemed, the Company will deliver to the Trustee at least 10 days prior to the last date on which notice of redemption may be given to Holders pursuant to the first paragraph of this Section 3.02 (or such shorter period as shall be acceptable to the Trustee) an Officers’ Certificate stating that all such Securities are to be redeemed. If less than all the outstanding Securities of a series are to be redeemed, the Company will deliver to the Trustee at least 15 days prior to the last date on which notice of redemption may be given to Holders pursuant to the first paragraph of this Section 3.02 (or such shorter period as shall be acceptable to the Trustee) an Officers’ Certificate stating the aggregate principal amount of such Securities to be redeemed. In the case of any redemption of Securities (a) prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, or (b) pursuant to an election of the Company which is subject to a condition specified in the terms of such Securities or elsewhere in this Indenture, the Company shall deliver to the Trustee, prior to the giving of any notice of redemption to Holders pursuant to this Section, an Officers’ Certificate evidencing compliance with such restriction or condition.

     If less than all the Securities of a series are to be redeemed, the Trustee shall select, pro rata, by lot or in such manner as it shall deem appropriate and fair, and in accordance with the procedures of the Depositary, Securities of such series to be redeemed in whole or in part. Securities may be redeemed in part in principal amounts equal to authorized denominations for Securities of such series. The Trustee shall promptly notify the Company in writing of the Securities of such series selected for redemption and, in the case of any Securities of such series selected for partial redemption, the principal amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Security redeemed or to be redeemed only in part, to the portion of the principal amount of such Security which has been or is to be redeemed.

     Section 3.03. Payment of Securities Called for Redemption. If notice of redemption has been given as above provided, the Securities or portions of

24

Securities specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable redemption price, together with interest accrued to the date fixed for redemption, and on and after such date (unless the Company shall default in the payment of such Securities at the redemption price, together with interest accrued to such date) interest on the Securities or portions of Securities so called for redemption shall cease to accrue, and the unmatured coupons, if any, appertaining thereto shall be void and, except as provided in Sections 7.12 and 8.02, such Securities shall cease from and after the date fixed for redemption to be entitled to any benefit under this Indenture, and the Holders thereof shall have no right in respect of such Securities except the right to receive the redemption price thereof and unpaid interest to the date fixed for redemption. On presentation and surrender of such Securities at a place of payment specified in said notice, together with all coupons, if any, appertaining thereto maturing after the date fixed for redemption, said Securities or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to the date fixed for redemption; provided that payment of interest becoming due on or prior to the date fixed for redemption shall be payable in the case of Securities with coupons attached thereto, to the Holders of the coupons for such interest upon surrender thereof, and in the case of Registered Securities, to the Holders of such Registered Securities registered as such on the relevant record date subject to the terms and provisions of Sections 2.04 and 2.13 hereof.

     If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate of interest or Yield to Maturity (in the case of an Original Issue Discount Security) borne by such Security.

     If any Security with coupons attached thereto is surrendered for redemption and is not accompanied by all appurtenant coupons maturing after the date fixed for redemption, the surrender of such missing coupon or coupons may be waived by the Company and the Trustee, if there be furnished to each of them such security or indemnity as they may require to save each of them harmless.

     Upon presentation of any Security of any series redeemed in part only, the Company shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of such series and tenor (with any unmatured coupons attached), of authorized denominations, in principal amount equal to the unredeemed portion of the Security so presented.

     Section 3.04. Exclusion of Certain Securities From Eligibility for Redemption. Securities shall be excluded from eligibility for selection for redemption if they are identified by registration and certificate number in a written statement signed by an authorized officer of the Company and delivered to the Trustee at least 40 days prior to the last date on which notice of redemption

25

may be given as being owned of record and beneficially by, and not pledged or hypothecated by, either (a) the Company or (b) an entity specifically identified in such written statement as directly or indirectly controlling or controlled by or under direct or indirect common control with the Company.

     Section 3.05. Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of the Securities of any series is herein referred to as an “optional sinking fund payment”. The date on which a sinking fund payment is to be made is herein referred to as the “sinking fund payment date”.

     In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the Company may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except through a mandatory sinking fund payment) by the Company or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Company and delivered to the Trustee for cancellation pursuant to Section 2.11, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the Company at the option of the Company pursuant to the terms of such Securities or through any optional sinking fund payment. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities.

     On or before the sixtieth day next preceding each sinking fund payment date for any series, or such shorter period as shall be acceptable to the Trustee, the Company will deliver to the Trustee an Officers’ Certificate (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of specified Securities of such series and the basis for such credit, (b) stating that none of the specified Securities of such series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the Company intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the Company intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the Company to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section 2.11 to the Trustee with such Officers’ Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such Officers’ Certificate shall be irrevocable and upon its receipt by the Trustee the Company shall become unconditionally obligated to make all the cash payments or delivery of Securities

26

therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Company, on or before any such sixtieth day, to deliver such Officer’s Certificate and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Company (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the Company will make no optional sinking fund payment with respect to such series as provided in this Section.

     If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall exceed $50,000 (or a lesser sum if the Company shall so request with respect to the Securities of any series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price thereof together with accrued interest thereon to the date fixed for redemption. If such amount shall be $50,000 (or such lesser sum) or less and the Company makes no such request then it shall be carried over until a sum in excess of $50,000 (or such lesser sum) is available. The Trustee shall select, in the manner provided in Section 3.02, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the Company) inform the Company of the serial numbers of the Securities of such series (or portions thereof) so selected. Securities shall be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in an Officers’ Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Company or (b) an entity specifically identified in such Officers’ Certificate as directly or indirectly controlling or controlled by or under direct or indirect common control with the Company. The Trustee, in the name and at the expense of the Company (or the Company, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section 3.02 (and with the effect provided in Section 3.03) for the redemption of Securities of such series in part at the option of the Company. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the Principal of, and interest on, the Securities of such series at maturity.

27

     On or before 10:00 a.m. New York City time on each sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the sinking fund payment date, the Company shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date.

     The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or mail any notice of redemption of Securities of such series by operation of the sinking fund during the continuance of a Default in payment of interest on such Securities or of any Event of Default except that, where the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the Company a sum sufficient for such redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such Default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such Default or Event of Default, be deemed to have been collected under Article 6 and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section 6.04 or the Default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

ARTICLE 4
Covenants

     Section 4.01. Payment of Securities. The Company shall pay the Principal of and interest on the Securities on the dates and in the manner provided in the Securities and this Indenture. The interest on Securities with coupons attached (together with any additional amounts payable pursuant to the terms of such Securities) shall be payable only upon presentation and surrender of the several coupons for such interest installments as are evidenced thereby as they severally mature. The interest on any temporary Unregistered Securities (together with any additional amounts payable pursuant to the terms of such Securities) shall be paid, as to the installments of interest evidenced by coupons attached thereto, if any, only upon presentation and surrender thereof, and, as to the other installments of interest, if any, only upon presentation of such Unregistered Securities for notation thereon of the payment of such interest. The interest on Registered Securities (together with any additional amounts payable pursuant to the terms of such Securities) shall be payable only to the Holders thereof (subject to Section 2.04) and at the option of the Company may be paid by mailing checks for such interest payable to or upon the written order of such Holders at their last addresses as they appear on the Security Register of the Company.

28

     Notwithstanding any provisions of this Indenture and the Securities of any series to the contrary, if the Company and a Holder of any Registered Security so agree, payments of interest on, and any portion of the Principal of, such Holder’s Registered Security (other than interest payable at maturity or on any redemption or repayment date or the final payment of Principal on such Security) shall be made by the Paying Agent, upon receipt from the Company of immediately available funds by 11:00 A.M., New York City time (or such other time as may be agreed to between the Company and the Paying Agent), directly to the Holder of such Security (by Federal funds wire transfer or otherwise) if the Holder has delivered written instructions to the Trustee 15 days prior to such payment date requesting that such payment will be so made and designating the bank account to which such payments shall be so made and in the case of payments of Principal, surrenders the same to the Trustee in exchange for a Security or Securities aggregating the same principal amount as the unredeemed principal amount of the Securities surrendered. The Trustee shall be entitled to conclusively rely on the last instruction delivered by the Holder pursuant to this Section 4.01 unless a new instruction is delivered 15 days prior to a payment date. The Company will indemnify and hold each of the Trustee and any Paying Agent harmless against any loss, liability or expense (including attorneys’ fees and expenses) resulting from any act or omission to act on the part of the Company or any such Holder in connection with any such agreement or from making any payment in accordance with any such agreement.

     The Company shall pay interest on overdue Principal, and interest on overdue installments of interest, to the extent lawful, at the rate per annum specified in the Securities.

     Section 4.02. Maintenance of Office or Agency. The Company will maintain in the United States of America, an office or agency where Securities may be surrendered for registration of transfer or exchange or for presentation for payment and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company hereby initially designates the Corporate Trust Office of the Trustee, located in New York, New York, as such office or agency of the Company. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the address of the Trustee set forth in Section 11.02.

     The Company will maintain one or more agencies in a city or cities located outside the United States of America (including any city in which such an agency is required to be maintained under the rules of any stock exchange on which the Securities of any series are listed) where the Unregistered Securities, if any, of each series and coupons, if any, appertaining thereto may be presented for payment. No payment on any Unregistered Security or coupon will be made upon presentation of such Unregistered Security or coupon at an agency of the

29

Company within the United States of America nor will any payment be made by transfer to an account in, or by mail to an address in, the United States of America unless, pursuant to applicable United States laws and regulations then in effect, such payment can be made without adverse tax consequences to the Company. Notwithstanding the foregoing, if full payment in United States Dollars (“Dollars”) at each agency maintained by the Company outside the United States of America for payment on such Unregistered Securities or coupons appertaining thereto is illegal or effectively precluded by exchange controls or other similar restrictions, payments in Dollars of Unregistered Securities of any series and coupons appertaining thereto which are payable in Dollars may be made at an agency of the Company maintained in the United States of America.

     The Company may also from time to time designate one or more other offices or agencies where the Securities of any series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the United States of America for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

     [[Each of] the Guarantor[s] will maintain in the United States of America, an office or agency where notices and demands to or upon [any] [the] Guarantor in respect of the Guarantee[s] and this Indenture may be served. [Each of] the Guarantor[s] hereby initially designates the Corporate Trust Office of the Trustee, located in New York, New York, as such office or agency of [each] such Guarantor. [Each of] the Guarantor[s] will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time [any] [the] Guarantor shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the address of the Trustee set forth in Section 11.02.]

     Section 4.03. Securityholders’ Lists. The Company will furnish or cause to be furnished to the Trustee a list in such form as the Trustee may reasonably require of the names and addresses of the holders of the Securities pursuant to Section 312 of the Trust Indenture Act of 1939 (a) semi-annually not more than 15 days after each record date for the payment of semi-annual interest on the Securities, as hereinabove specified, as of such record date, and (b) at such other times as the Trustee may request in writing, within thirty days after receipt by the Company of any such request as of a date not more than 15 days prior to the time such information is furnished.

     Section 4.04. Certificate to Trustee. The Company will furnish to the Trustee annually, on or before a date not more than 120 days after the end of its fiscal year (which, on the date hereof, is a calendar year), a brief certificate (which need not contain the statements required by Section 11.04) from its

30

principal executive, financial or accounting officer as to his or her knowledge of the compliance of the Company with all conditions and covenants under this Indenture (such compliance to be determined without regard to any period of grace or requirement of notice provided under this Indenture) which certificate shall comply with the requirements of the Trust Indenture Act.

     Section 4.05. Reports by the Company. The Company covenants to file with the Trustee, within 15 days after the Company files the same with the Commission, copies of the annual reports and of the information, documents, and other reports which the Company may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

     Section 4.06. Additional Amounts. If the Securities of a series provide for the payment of additional amounts, at least 10 days prior to the first interest payment date with respect to that series of Securities and at least 10 days prior to each date of payment of Principal of or interest on the Securities of that series if there has been a change with respect to the matters set forth in the below-mentioned Officers’ Certificate, the Company shall furnish to the Trustee and the principal paying agent, if other than the Trustee, an Officers’ Certificate instructing the Trustee and such paying agent whether such payment of Principal of or interest on the Securities of that series shall be made to Holders of the Securities of that series without withholding or deduction for or on account of any tax, assessment or other governmental charge described in the Securities of that series. If any such withholding or deduction shall be required, then such Officers’ Certificate shall specify by country the amount, if any, required to be withheld or deducted on such payments to such Holders and shall certify the fact that additional amounts will be payable and the amounts so payable to each Holder, and the Company shall pay to the Trustee or such paying agent the additional amounts required to be paid by this Section. The Company covenants to indemnify the Trustee and any paying agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or willful misconduct on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers’ Certificate furnished pursuant to this Section.

     Whenever in this Indenture there is mentioned, in any context, the payment of the Principal of or interest or any other amounts on, or in respect of, any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of additional amounts (if applicable) in any

31

provision hereof shall not be construed as excluding the payment of additional amounts in those provisions hereof where such express mention is not made.

     Section 4.07. Calculation of Original Issue Discount. The Company shall file with the Trustee promptly at the end of each calendar year (i) a written notice specifying the amount of original issue discount (including daily rates and accrual periods) accrued on outstanding Securities as of the end of such year and (ii) such other specific information relating to such original issue discount as may then be relevant under the Internal Revenue Code of 1986, as amended from time to time.

ARTICLE 5
Successor Corporation

     Section 5.01. When Company May Merge, Etc. [Neither the] [The] Company [nor [any] [the] Guarantor] shall [not] consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (in one transaction or a series of related transactions) to, any Person unless:

     (a) (i) the Company [or [such] [the] Guarantor, as the case may be,] shall be the continuing Person or (ii) the Person (if other than the Company [or [such] [the] Guarantor, as the case may be,]) formed by such consolidation or into which the Company [or [such] [the] Guarantor, as the case may be,] is merged or to which properties and assets of the Company [or [such] [the] Guarantor, as the case may be,] shall be sold, conveyed, transferred or leased shall be a Person organized and validly existing under the laws of the United States of America or any jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Company [or [such] [the] Guarantor, as the case may be,] on all of the Securities [or the Guarantee[s], as the case may be,] and under this Indenture and the Company [or [such] [the] Guarantor, as the case may be,];

     (b) immediately after giving effect to the transaction, no Default shall have occurred and be continuing; and

     (c) the Company shall have delivered to the Trustee (A) an Opinion of Counsel stating that such consolidation, merger or sale, conveyance, transfer or lease and such supplemental indenture (if any) complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with and that such supplemental indenture (if any) constitutes the legal, valid and binding obligation of the Company [or [such] [the] Guarantor, as the case may be,] and [any] such successor enforceable against such entity in accordance with its terms, subject to customary exceptions and (B) an Officers’ Certificate to the effect that immediately after giving effect to such transaction, no Default shall have occurred and be continuing.

32

     Section 5.02. Successor Substituted. Upon any consolidation or merger, or any sale, conveyance, transfer, lease or other disposition of all or substantially all of the property and assets of the Company [or [any] [the] Guarantor] in accordance with Section 5.01 of this Indenture, the successor Person formed by such consolidation or into which the Company [or [such] [the] Guarantor, as the case may be,] is merged or to which such sale, conveyance, transfer, lease or other disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company [or [such] [the] Guarantor, as the case may be,] under this Indenture with the same effect as if such successor Person had been named as the Company [or [a] [the] Guarantor, as the case may be,] herein and thereafter the predecessor Person, except in the case of a lease, shall be relieved of all obligations and covenants under this Indenture[,] [and] the Securities [and the Guarantee[s], as applicable].

ARTICLE 6
Default and Remedies

     Section 6.01. Events of Default. An “Event of Default” shall occur with respect to the Securities of any series if:

     (a) the Company defaults in the payment of the Principal of any Security of such series when the same becomes due and payable at maturity, upon acceleration, redemption or mandatory repurchase, including as a sinking fund installment, or otherwise;

     (b) the Company defaults in the payment of interest on any Security of such series when the same becomes due and payable, and such default continues for a period of 30 days;

     (c) a failure by the Company [or [any] [the] Guarantor] to comply with its agreements contained in this Indenture (other than those referenced in clauses (a) and (b) above) and such failure continues for 90 days after written notice to the Company [or [any such] [the] Guarantor, as applicable,] by the Trustee or to the Company [or [any such] [the] Guarantor, as applicable,] and the Trustee by the Holders of 25% or more in aggregate principal amount of the outstanding Securities of each series affected thereby (acting as a separate series) specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder;

     (d) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Company in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or for any substantial part of its property or ordering the winding up or liquidation of its affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days;

33

     (e) the Company (i) commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, (ii) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or for all or substantially all of the property and assets of the Company or (iii) effects any general assignment for the benefit of creditors;

     (f) [any Guarantee ceases to be in full force and effect (except as contemplated by the terms of this Indenture) or is declared null and void in a judicial proceeding or the [applicable] Guarantor denies or disaffirms its obligations under this Indenture or Guarantee; or]

     (g) any other Event of Default established pursuant to Section 2.03 with respect to the Securities of such series occurs.

     No Event of Default with respect to a single series of Securities issued hereunder (and under or pursuant to any supplemental indenture, Officers’ Certificate or Board Resolution) specific to such series shall constitute an Event of Default with respect to any other series of Securities unless otherwise provided in this Indenture or any supplemental indenture, Officers’ Certificate or Board Resolution with respect to any other series of Securities.

     Section 6.02. Acceleration. (a) If an Event of Default other than as described in clauses (d) or (e) of Section 6.01 with respect to the Securities of any series then outstanding occurs and is continuing, then, and in each and every such case, except for any series of Securities the principal of which shall have already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount of the Securities of any such series then outstanding hereunder by notice in writing to the Company (and to the Trustee if given by Securityholders), may declare the entire principal (or, if the Securities of any such series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series established pursuant to Section 2.03) of all Securities of such series, and the interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable.

     (b) If an Event of Default described in clauses (d) or (e) of Section 6.01 occurs and is continuing, then the principal amount (or, if any Securities are Original Issue Discount Securities, such portion of the principal as may be specified in the terms thereof established pursuant to Section 2.03) of all the Securities then outstanding and interest accrued thereon, if any, shall be and become immediately due and payable, without any notice or other action by any Holder or the Trustee, to the full extent permitted by applicable law.

     The foregoing provisions, however, are subject to the condition that if, at any time after the principal (or, if the Securities are Original Issue Discount

34

Securities, such portion of the principal as may be specified in the terms thereof established pursuant to Section 2.03) of the Securities of any series (or of all the Securities, as the case may be) shall have been so declared or become due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of interest upon all the Securities of each such series (or of all the Securities, as the case may be) and the principal of any and all Securities of each such series (or of all the Securities, as the case may be) which shall have become due otherwise than by acceleration (with interest upon such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest, at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of each such series to the date of such payment or deposit) and such amount as shall be sufficient to cover all amounts owing the Trustee under Section 7.07, and if any and all Events of Default under this Indenture, other than the non-payment of the principal of Securities which shall have become due by acceleration, shall have been cured, waived or otherwise remedied as provided herein, then and in every such case the Holders of a majority in aggregate principal amount of all the then outstanding Securities of all such series that have been accelerated (voting as a single class), by written notice to the Company and to the Trustee, may waive all defaults with respect to all such series (or with respect to all the Securities, as the case may be) and rescind and annul such declaration and its consequences, but no such waiver or rescission and annulment shall extend to or shall affect any subsequent default or shall impair any right consequent thereon.

     For all purposes under this Indenture, if a portion of the principal of any Original Issue Discount Securities shall have been accelerated and declared or become due and payable pursuant to the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulled, the principal amount of such Original Issue Discount Securities shall be deemed, for all purposes hereunder, to be such portion of the principal thereof as shall be due and payable as a result of such acceleration, and payment of such portion of the principal thereof as shall be due and payable as a result of such acceleration, together with interest, if any, thereon and all other amounts owing thereunder, shall constitute payment in full of such Original Issue Discount Securities.

     Section 6.03. Other Remedies. If a payment default or an Event of Default with respect to the Securities of any series occurs and is continuing, the Trustee may pursue, in its own name or as trustee of an express trust, any available remedy by proceeding at law or in equity to collect the payment of Principal of and interest on the Securities of such series or to enforce the performance of any provision of the Securities of such series or this Indenture.

     The Trustee may maintain a proceeding even if it does not possess any of the Securities or does not produce any of them in the proceeding.

35

     Section 6.04. Waiver of Past Defaults. Subject to Sections 6.02, 6.07 and 9.02, the Holders of at least a majority in principal amount (or, if the Securities are Original Issue Discount Securities, such portion of the principal as is then accelerable under Section 6.02) of the outstanding Securities of all series affected (voting as a single class), by notice to the Trustee, may waive an existing Default or Event of Default with respect to the Securities of such series and its consequences, except a Default in the payment of Principal of or interest on any Security as specified in clauses (a) or (b) of Section 6.01 or in respect of a covenant or provision of this Indenture which cannot be modified or amended without the consent of the Holder of each outstanding Security affected. Upon any such waiver, such Default shall cease to exist, and any Event of Default with respect to the Securities of such series arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto.

     Section 6.05. Control by Majority. Subject to Sections 7.01 and 7.02(e), the Holders of at least a majority in aggregate principal amount (or, if any Securities are Original Issue Discount Securities, such portion of the principal as is then accelerable under Section 6.02) of the outstanding Securities of any series may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Securities of such series by this Indenture; provided, that the Trustee may refuse to follow any direction that conflicts with law or this Indenture, that may involve the Trustee in personal liability or that the Trustee determines in good faith may be unduly prejudicial to the rights of Holders not joining in the giving of such direction; and provided further, that the Trustee may take any other action it deems proper that is not inconsistent with any directions received from Holders of Securities pursuant to this Section 6.05.

     Section 6.06. Limitation on Suits. No Holder of any Security of any series may institute any proceeding, judicial or otherwise, with respect to this Indenture or the Securities of any series, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

     (a) such Holder has previously given to the Trustee written notice of a continuing Event of Default with respect to the Securities of such series;

     (b) the Holders of at least 25% in aggregate principal amount of outstanding Securities of such series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;

     (c) such Holder or Holders have offered to the Trustee indemnity reasonably satisfactory to the Trustee against any costs, liabilities or expenses to be incurred in compliance with such request;

36

     (d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

     (e) during such 60-day period, the Holders of a majority in aggregate principal amount of the outstanding Securities of such series have not given the Trustee a direction that is inconsistent with such written request.

     A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over such other Holder (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders).

     Section 6.07. Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder of a Security to receive payment of Principal of or interest, if any, on such Holder’s Security on or after the respective due dates expressed on such Security, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

     Section 6.08. Collection Suit by Trustee. If an Event of Default with respect to the Securities of any series in payment of Principal or interest specified in clause (a) or (b) of Section 6.01 occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company for the whole amount (or such portion thereof as specified in the terms established pursuant to Section 2.03 of Original Issue Discount Securities) of Principal of, and accrued interest remaining unpaid on, together with interest on overdue Principal of, and, to the extent that payment of such interest is lawful, interest on overdue installments of interest on, the Securities of such series, in each case at the rate or Yield to Maturity (in the case of Original Issue Discount Securities) specified in such Securities, and such further amount as shall be sufficient to cover all amounts owing the Trustee under Section 7.07.

     Section 6.09. Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for amounts due the Trustee under Section 7.07) and the Holders allowed in any judicial proceedings relative to the Company (or any other obligor on the Securities), its creditors or its property and shall be entitled and empowered to collect and receive any moneys, securities or other property payable or deliverable upon conversion or exchange of the Securities or upon any such claims and to distribute the same, and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it under Section 7.07. Nothing herein contained shall be deemed to empower the Trustee to authorize or consent to, or accept or adopt on behalf of any Holder, any plan of reorganization,

37

arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

     Section 6.10. Application of Proceeds. Any moneys collected by the Trustee pursuant to this Article in respect of the Securities of any series shall be applied in the following order at the date or dates fixed by the Trustee and, in case of the distribution of such moneys on account of Principal or interest, upon presentation of the several Securities and coupons appertaining to such Securities in respect of which moneys have been collected and noting thereon the payment, or issuing Securities of such series and tenor in reduced principal amounts in exchange for the presented Securities of such series and tenor if only partially paid, or upon surrender thereof if fully paid:

     FIRST: To the payment of all amounts due the Trustee under Section 7.07 applicable to the Securities of such series in respect of which moneys have been collected;

     SECOND: In case the principal of the Securities of such series in respect of which moneys have been collected shall not have become and be then due and payable, to the payment of interest on the Securities of such series in default in the order of the maturity of the installments of such interest, with interest (to the extent that such interest has been collected by the Trustee) upon the overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in such Securities, such payments to be made ratably to the persons entitled thereto, without discrimination or preference;

     THIRD: In case the principal of the Securities of such series in respect of which moneys have been collected shall have become and shall be then due and payable, to the payment of the whole amount then owing and unpaid upon all the Securities of such series for Principal and interest, with interest upon the overdue Principal, and (to the extent that such interest has been collected by the Trustee) upon overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such series; and in case such moneys shall be insufficient to pay in full the whole amount so due and unpaid upon the Securities of such series, then to the payment of such Principal and interest or Yield to Maturity, without preference or priority of Principal over interest or Yield to Maturity, or of interest or Yield to Maturity over Principal, or of any installment of interest over any other installment of interest, or of any Security of such series over any other Security of such series, ratably to the aggregate of such Principal and accrued and unpaid interest or Yield to Maturity; and

38

     FOURTH: To the payment of the remainder, if any, to the Company or any other person lawfully entitled thereto.

     Section 6.11. Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then, and in every such case, subject to any determination in such proceeding, the Company, [the Guarantor[s],] the Trustee and the Holders shall be restored to their former positions hereunder and thereafter all rights and remedies of the Company, [the Guarantor[s],] the Trustee and the Holders shall continue as though no such proceeding had been instituted.

     Section 6.12. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, in either case in respect to the Securities of any series, a court may require any party litigant in such suit (other than the Trustee) to file an undertaking to pay the costs of the suit, and the court may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant (other than the Trustee) in the suit having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.12 does not apply to a suit by a Holder pursuant to Section 6.07, a suit instituted by the Trustee or a suit by Holders of more than 10% in principal amount of the outstanding Securities of such series.

     Section 6.13. Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or wrongfully taken Securities in Section 2.08, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

     Section 6.14. Delay or Omission not Waiver. No delay or omission of the Trustee or of any Holder to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article 6 or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

39

ARTICLE 7
Trustee

     Section 7.01. General. The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act and as set forth herein. Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, unless it receives indemnity satisfactory to it against any loss, liability or expense. Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Article 7.

     Section 7.02. Certain Rights of Trustee. Subject to Trust Indenture Act Sections 315(a) through (d):

     (a) the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, Officers’ Certificate, Opinion of Counsel (or both), statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper person or persons. The Trustee need not investigate any fact or matter stated in the document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation;

     (b) before the Trustee acts or refrains from acting, it may require an Officers’ Certificate and/or an Opinion of Counsel, which shall conform to Section 11.04 and shall cover such other matters as the Trustee may reasonably request. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion. Subject to Sections 7.01 and 7.02, whenever in the administration of the trusts of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers’ Certificate delivered to the Trustee, and such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof;

40

     (c) the Trustee may act through its attorneys and agents not regularly in its employ and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care;

     (d) any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officers’ Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any Board Resolution may be evidenced to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Company;

     (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction;

     (f) the Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within its rights or powers or for any action it takes or omits to take in accordance with the direction of the Holders in accordance with Section 6.05 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture;

     (g) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

     (h) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, Officers’ Certificate, Opinion of Counsel, Board Resolution, statement, instrument, opinion, report, notice, request, consent, order, approval, appraisal, bond, debenture, note, coupon, security, or other paper or document unless requested in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected then outstanding; provided that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require indemnity satisfactory to it against such expenses or liabilities as a condition to proceeding;

     (i) in no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee

41

has been advised of the likelihood of such loss or damage and regardless of the form of action;

     (j) the Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture;

     (k) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder;

     (l) the Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder; and

     (m) the Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized to take specified actions pursuant to this Indenture.

     Section 7.03. Individual Rights of Trustee. The Trustee, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not the Trustee. Any Agent may do the same with like rights. However, the Trustee is subject to Trust Indenture Act Sections 310(b) and 311. For purposes of Trust Indenture Act Section 311(b)(4) and (6), the following terms shall mean:

     (a) “cash transaction” means any transaction in which full payment for goods or securities sold is made within seven days after delivery of the goods or securities in currency or in checks or other orders drawn upon banks or bankers and payable upon demand; and

     (b) “self-liquidating paper” means any draft, bill of exchange, acceptance or obligation which is made, drawn, negotiated or incurred by the Company for the purpose of financing the purchase, processing, manufacturing, shipment, storage or sale of goods, wares or merchandise and which is secured by documents evidencing title to, possession of, or a lien upon, the goods, wares or merchandise or the receivables or proceeds arising from the sale of the goods, wares or merchandise previously constituting the security, provided the security is received by the Trustee simultaneously with the creation of the creditor relationship with the Company arising from the making, drawing, negotiating or incurring of the draft, bill of exchange, acceptance or obligation.

     Section 7.04. Trustee’s Disclaimer. The recitals contained herein and in the Securities (except the Trustee’s certificate of authentication) shall be taken as statements of the Company and not of the Trustee and the Trustee assumes no

42

responsibility for the correctness of the same. Neither the Trustee nor any of its agents (a) makes any representation as to the validity or adequacy of this Indenture[, the Guarantee[s]] or the Securities and (b) shall be accountable for the Company’s use or application of the proceeds from the Securities.

     Section 7.05. Notice of Default. If any Default with respect to the Securities of any series occurs and is continuing and if such Default is known to the actual knowledge of a Responsible Officer with the corporate trust department of the Trustee, the Trustee shall give to each Holder of Securities of such series notice of such Default within 90 days after it occurs (a) if any Unregistered Securities of such series are then outstanding, to the Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York and at least once in an Authorized Newspaper in London and (b) to all Holders of Securities of such series in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act, unless such Default shall have been cured or waived before the mailing or publication of such notice; provided, however, that, except in the case of a Default in the payment of the Principal of or interest on any Security, the Trustee shall be protected in withholding such notice if the Trustee in good faith determines that the withholding of such notice is in the interests of the Holders.

     Section 7.06. Reports by Trustee to Holders. The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto. If required by Section 313(a) of the Trust Indenture Act, the Trustee shall, within 60 days after each July 15 following the date of this Indenture, deliver to Holders a brief report, dated as of such July 15, which complies with the provisions of such Section 313(a).

     A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which any Securities are listed, with the Commission and with the Company. The Company will promptly notify the Trustee in writing when any Securities are listed on any stock exchange and of any delisting thereof.

     Section 7.07. Compensation and Indemnity. The Company shall pay to the Trustee such compensation as shall be agreed upon in writing from time to time for its services. The compensation of the Trustee shall not be limited by any law on compensation of a Trustee of an express trust. The Company shall reimburse the Trustee and any predecessor Trustee upon request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee or such predecessor Trustee. Such expenses shall include the reasonable compensation and expenses of the Trustee’s or such predecessor Trustee’s agents, counsel and other persons not regularly in their employ.

     The Company shall indemnify the Trustee and any predecessor Trustee for, and hold them harmless against, any loss, damage, claim, cost, liability or expense

43

incurred by them without negligence or bad faith on their part arising out of or in connection with the acceptance or administration of this Indenture and the Securities or the issuance of the Securities or of series thereof or the trusts hereunder and the performance of duties under this Indenture and the Securities, including the costs and expenses of defending themselves against or investigating any claim (whether asserted by the Company, [a Guarantor,] a Holder or any other Person) or liability and of complying with any process served upon them or any of their officers in connection with the exercise or performance of any of their powers or duties under this Indenture and the Securities.

     To secure the Company’s payment obligations in this Section 7.07, the Trustee shall have a lien prior to the Securities on all money or property held or collected by the Trustee, in its capacity as Trustee, except money or property held in trust to pay Principal of, and interest on particular Securities.

     The obligations of the Company under this Section to compensate and indemnify the Trustee and each predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture or the rejection or termination of this Indenture under bankruptcy law. Such additional indebtedness shall be a senior claim to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities or coupons, and the Securities are hereby subordinated to such senior claim. Without prejudice to any other rights available to the Trustee under applicable law, if the Trustee renders services and incurs expenses following an Event of Default under Section 6.01(d) or Section 6.01(e) hereof, the parties hereto and the holders by their acceptance of the Securities hereby agree that such expenses are intended to constitute expenses of administration under any bankruptcy law.

     Section 7.08. Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08.

     The Trustee may resign as Trustee with respect to the Securities of any series at any time by so notifying the Company in writing. The Holders of a majority in principal amount of the outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the Company. The Company may remove the Trustee as Trustee with respect to the Securities of any series if: (i) the Trustee is no longer eligible under Section 7.11 of this Indenture; (ii) the Trustee is adjudged a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting.

44

     If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee with respect to the Securities of any series for any reason, the Company shall promptly appoint a successor Trustee with respect thereto. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Securities of such series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by Section 7.09 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Securities of such series may petition at the expense of the Company any court of competent jurisdiction for the appointment of a successor Trustee with respect thereto.

     The Company shall give notice of any resignation and any removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office.

     Notwithstanding replacement of the Trustee with respect to the Securities of any series pursuant to this Section 7.08 and Section 7.09, the Company’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

     Section 7.09. Acceptance of Appointment by Successor. In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges and subject to the lien provided for in Section 7.07, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

     In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not

45

retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates.

     Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the first or second preceding paragraph, as the case may be.

     No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be eligible under this Article and qualified under Section 310(b) of the Trust Indenture Act.

     Section 7.10. Successor Trustee by Merger, Etc. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation or national banking association, the resulting, surviving or transferee corporation or national banking association without any further act shall be the successor Trustee with the same effect as if the successor Trustee had been named as the Trustee herein.

     Section 7.11. Eligibility. This Indenture shall always have a Trustee who satisfies the requirements of Trust Indenture Act Section 310(a). The Trustee shall have a combined capital and surplus of at least $25,000,000 as set forth in its most recent published annual report of condition.

     Section 7.12. Money Held in Trust. The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law and except for money held in trust under Article 8 of this Indenture.

46

ARTICLE 8
Satisfaction and Discharge of Indenture; Unclaimed Moneys

     Section 8.01. Satisfaction and Discharge of Indenture. If at any time (a) the Company shall have paid or caused to be paid the Principal of and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.08) as and when the same shall have become due and payable, (b) the Company shall have delivered to the Trustee for cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) or (c) (i) all the securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section 8.04) or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, and if, in any such case, the Company shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (1) rights of registration of transfer and exchange of securities of such series, and the Company’s right of optional redemption, if any, (2) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (3) rights of Holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of Holders to receive mandatory sinking fund payments, if any, (4) the rights, obligations and immunities of the Trustee hereunder and (5) the rights of Holders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The

47

Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

     Section 8.02. Application by Trustee of Funds Deposited for Payment of Securities. Subject to Section 8.04, all moneys (including U.S. Government Obligations and the proceeds thereof) deposited with the Trustee pursuant to Section 8.01, 8.05 or 8.06 shall be held in trust and applied by it to the payment, either directly or through any paying agent to the Holders of the particular Securities of such series for the payment or redemption of which such moneys have been deposited with the Trustee, of all sums due and to become due thereon for Principal and interest; but such money need not be segregated from other funds except to the extent required by law.

     Section 8.03. Repayment of Moneys Held by Paying Agent. In connection with the satisfaction and discharge of this Indenture with respect to Securities of any series, all moneys then held by any paying agent under the provisions of this Indenture with respect to such series of Securities shall, upon demand of the Company, be repaid to it or paid to the Trustee and thereupon such paying agent shall be released from all further liability with respect to such moneys.

     Section 8.04. Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years. Any moneys deposited with or paid to the Trustee or any paying agent for the payment of the Principal of or interest on any Security of any series and not applied but remaining unclaimed for two years after the date upon which such Principal or interest shall have become due and payable, shall, upon the written request of the Company and unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property law, be repaid to the Company by the Trustee for such series or such paying agent, and the Holder of the Security of such series shall, unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property laws, thereafter look only to the Company for any payment which such Holder may be entitled to collect, and all liability of the Trustee or any paying agent with respect to such moneys shall thereupon cease.

     Section 8.05. Defeasance and Discharge of Indenture. The Company shall be deemed to have paid and shall be discharged from any and all obligations in respect of the Securities of any series, on the 123rd day after the deposit referred to in clause (i) hereof has been made, and the provisions of this Indenture shall no longer be in effect with respect to the Securities of such series (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except as to: (a) rights of registration of transfer and exchange, and the Company’s right of optional redemption, if any, (b) the substitution of mutilated, defaced, destroyed, lost or stolen Securities, (c) rights of Holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights

48

of Holders to receive mandatory sinking fund payments, if any, (d) the rights, obligations and immunities of the Trustee hereunder and (e) the rights of Holders of such series as beneficiaries hereof with respect to the property deposited with the Trustee payable to all or any of them; provided that the following conditions shall have been satisfied:

     (i) with reference to this provision the Company has deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.11) as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (A) money in an amount, or (B) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in subclause (x) or (y) of this clause (i) money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (x) the principal of, premium, if any, and each installment of interest on the outstanding Securities of such series on the due dates thereof and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of Securities of such series and the Indenture with respect to the Securities of such series;

     (ii) the Company has delivered to the Trustee (A) either (x) an Opinion of Counsel to the effect that Holders of Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 8.05 and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred, which Opinion of Counsel must be based upon a ruling of the Internal Revenue Service to the same effect or a change in applicable federal income tax law or related treasury regulations after the date of this Indenture or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (B) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law;

49

     (iii) immediately after giving effect to such deposit on a pro forma basis, no Event of Default, or event that after the giving of notice or lapse of time or both would become an Event of Default, shall have occurred and be continuing on the date of such deposit or during the period ending on the 123rd day after the date of such deposit, and such deposit shall not result in a breach or violation of, or constitute a default under [any Guarantee[s] or][,] any other agreement or instrument to which the Company is a party or by which the Company is bound;

     (iv) if at such time the Securities of such series are listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Securities of such series will not be delisted as a result of such deposit, defeasance and discharge;

     (v) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge under this Section have been complied with; and

     (vi) if the Securities of such series are to be redeemed prior to the final maturity thereof (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.

     Section 8.06. Defeasance of Certain Obligations. The Company may omit to comply with any term, provision or condition set forth in, and this Indenture will no longer be in effect with respect to, any covenant established pursuant to Section 2.03(t) and clause (c) (with respect to any covenants established pursuant to Section 2.03(s)) and clause (g) of Section 6.01 shall be deemed not to be an Event of Default with respect to Securities of any series, if

     (a) with reference to this Section 8.06, the Company has deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.11) as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series and the Indenture with respect to the Securities of such series, (i) money in an amount or (ii) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due dates thereof or earlier redemption (irrevocably provided for under agreements satisfactory to the Trustee), as the case may be, of any payment referred to in subclause (x) or (y) of this clause (a) money in an amount, or (iii) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in

50

respect thereof payable by the Trustee (x) the principal of, premium, if any, and each installment of interest on the outstanding Securities of such series on the due date thereof or earlier redemption (irrevocably provided for under arrangements satisfactory to the Trustee), as the case may be, and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities of such series and the Indenture with respect to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of this Indenture and of Securities of such series and the Indenture with respect to the Securities of such series;

     (b) the Company has delivered to the Trustee (i) an Opinion of Counsel to the effect that Holders of Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 8.06 and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred and (ii) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law;

     (c) immediately after giving effect to such deposit on a pro forma basis, no Event of Default, or event that after the giving of notice or lapse of time or both would become an Event of Default, shall have occurred and be continuing on the date of such deposit or during the period ending on the 123rd day after the date of such deposit, and such deposit shall not result in a breach or violation of, or constitute a default under any other agreement or instrument to which the Company is a party or by which the Company is bound;

     (d) if at such time the Securities of such series are listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Securities of such series will not be delisted as a result of such deposit, defeasance and discharge; and

     (e) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under this Section have been complied with.

     Section 8.07. Reinstatement. If the Trustee or paying agent is unable to apply any monies or U.S. Government Obligations in accordance with Article 8 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under this Indenture and the Securities shall be revived and reinstated as though no deposit had occurred pursuant to this Article until such time as the Trustee or paying agent is permitted to apply all such monies or U.S. Government Obligations in accordance with Article 8; provided, however, that if the Company has made any payment of

51

Principal of or interest on any Securities because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the monies or U.S. Government Obligations held by the Trustee or paying agent.

     Section 8.08. Indemnity. The Company shall pay and indemnify the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.08 and Section 8.02, the “Trustee”) against any tax, fee or other charge, imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 8.01, 8.05 or 8.06 or the principal or interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Securities and any coupons appertaining thereto.

     Section 8.09. Excess Funds. Anything in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon written request of the Company, any money or U.S. Government Obligations (or other property and any proceeds therefrom) held by it as provided in Section 8.01, 8.05 or 8.06 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect a discharge or defeasance, as applicable, in accordance with this Article 8.

     Section 8.10. Qualifying Trustee. Any trustee appointed pursuant to Section 8.05 or 8.06 for the purpose of holding money or U.S. Government Obligations deposited pursuant to such Sections shall be appointed under an agreement in form acceptable to the Trustee and shall provide to the Trustee a certificate, upon which certificate the Trustee shall be entitled to conclusively rely, that all conditions precedent provided for herein to the related defeasance have been complied with. In no event shall the Trustee be liable for any acts or omissions of said trustee.

ARTICLE 9
Amendments, Supplements and Waivers

     Section 9.01. Without Consent of Holders. The Company and the Trustee may amend or supplement this Indenture or the Securities of any series without notice to or the consent of any Holder:

     (a) to cure any ambiguity, defect or inconsistency in this Indenture; provided that such amendments or supplements shall not materially and adversely affect the interests of the Holders;

     (b) to comply with Article 5;

52

     (c) to comply with any requirements of the Commission in connection with the qualification of this Indenture under the Trust Indenture Act;

     (d) to evidence and provide for the acceptance of appointment hereunder with respect to the Securities of any or all series by a successor Trustee and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 7.09;

     (e) to establish the form or forms or terms of Securities of any series or of the coupons appertaining to such Securities as permitted by Section 2.03;

     (f) to provide for uncertificated or Unregistered Securities and to make all appropriate changes for such purpose;

     (g) to add any additional guarantors on the terms set forth in Article 10; and

     (h) to make any change that does not materially and adversely affect the rights of any Holder.

     Section 9.02. With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any Holders, the Company and the Trustee may amend this Indenture and the Securities of any series with the written consent of the Holders of a majority in principal amount of the outstanding Securities of each series affected by such amendment, and the Holders of a majority in principal amount of the outstanding Securities of each series affected thereby by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such series.

     Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.04, may not:

     (a) change the stated maturity of the Principal of, or any sinking fund obligation or any installment of interest on, such Holder’s Security or the times at which it may be redeemed or repurchased;

     (b) reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount);

     (c) change the coin or currency in which any Security or any premium or interest thereon is payable;

     (d) impair the right to institute suit for the enforcement of any such payment on or after the maturity thereof (or, in the case of redemption, on or after the redemption date);

53

     (e) make any changes that would affect the ranking for the Securities in a manner adverse to the Holders;

     (f) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; [and]

     (g) reduce the percentage in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture; [and]

     (h) [release any Guarantor from its Guarantee, except as provided in Section 10.09; and]

     (i) make any changes to this paragraph of Section 9.02 (including clauses (a) through [(h)][(i)]).

     A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such Securities.

     It shall not be necessary for the consent of any Holder under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.

     After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

     Section 9.03. Revocation and Effect of Consent. Until an amendment or waiver becomes effective, a consent to it by a Holder is a continuing consent by the Holder and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the Security of the consenting Holder, even if notation of the consent is not made on any Security. However, any such Holder or subsequent Holder may revoke the consent as to its Security or portion of its Security. Such revocation shall be effective only if the Trustee receives the notice of revocation before the date the amendment, supplement or waiver becomes effective. An amendment, supplement or waiver shall become effective with respect to any Securities affected thereby on receipt by the Trustee of written consents from the requisite Holders of outstanding Securities affected thereby.

54

     The Company may, but shall not be obligated to, fix a record date (which may be not less than five nor more than 60 days prior to the solicitation of consents) for the purpose of determining the Holders of the Securities of any series affected entitled to consent to any amendment, supplement or waiver. If a record date is fixed, then, notwithstanding the immediately preceding paragraph, those Persons who were such Holders at such record date (or their duly designated proxies) and only those Persons shall be entitled to consent to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such Persons continue to be such Holders after such record date. No such consent shall be valid or effective for more than 90 days after such record date.

     After an amendment, supplement or waiver becomes effective with respect to the Securities of any series affected thereby, it shall bind every Holder of such Securities unless it is of the type described in any of clauses (a) through [(g)][(h)] of Section 9.02. In case of an amendment or waiver of the type described in clauses (a) through [(h)][(i)]of Section 9.02, the amendment or waiver shall bind each such Holder who has consented to it and every subsequent Holder of a Security that evidences the same indebtedness as the Security of the consenting Holder.

     Section 9.04. Notation on or Exchange of Securities. If an amendment, supplement or waiver changes the terms of any Security, the Trustee may require the Holder thereof to deliver it to the Trustee. The Trustee may place an appropriate notation on the Security about the changed terms and return it to the Holder and the Trustee may place an appropriate notation on any Security of such series thereafter authenticated. Alternatively, if the Company or the Trustee so determines, the Company in exchange for the Security shall issue and the Trustee shall authenticate a new Security of the same series and tenor that reflects the changed terms.

     Section 9.05. Trustee to Sign Amendments, Etc. The Trustee shall receive, and shall be fully protected in conclusively relying upon, an Opinion of Counsel stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 is authorized or permitted by this Indenture, stating that all requisite consents have been obtained or that no consents are required and stating that such supplemental indenture constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to customary exceptions. The Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

     Section 9.06. Conformity with Trust Indenture Act. Every supplemental indenture executed pursuant to this Article 9 shall conform to the requirements of the Trust Indenture Act as then in effect.

55

ARTICLE 10
[Guarantee[s]]

     Section 10.01. [The Guarantee[s]]. [Subject to the provisions of this Article 10, [each of] the Guarantor[s] hereby [irrevocably,] [, jointly and severally,] fully and unconditionally guarantees on an unsecured and unsubordinated basis, the full and punctual payment (whether at stated maturity, upon redemption, purchase pursuant to an offer to purchase or acceleration, or otherwise) of the Principal of, premium, if any, and interest on, and all other amounts payable under, each Security of any series, and the full and punctual payment of all other amounts payable by the Company under this Indenture. Upon failure by the Company to pay punctually any such amount, [each] [the] Guarantor shall forthwith on demand pay the amount not so paid at the place and in the manner specified in this Indenture.]

     Section 10.02. [Guarantee[s] Unconditional, Etc]. [The obligations of [each of] the Guarantor[s] hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by:

     (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under this Indenture or any Security of any series, by operation of law or otherwise;

     (b) any modification or amendment of or supplement to this Indenture or any Security of any series;

     (c) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in this Indenture or any Security of any series;

     (d) the existence of any claim, set-off or other rights which [any] [the] Guarantor may have at any time against the Company, the Trustee or any other Person, whether in connection with this Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim;

     (e) any invalidity or unenforceability relating to or against the Company for any reason of this Indenture or any Security of any series, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the Principal of, premium, if any, or interest on any Security of any series or any other amount payable by the Company under this Indenture; or

     (f) any other act or omission to act or delay of any kind by the Company, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or

56

equitable discharge of or defense to [such] [the] Guarantor’s obligations hereunder.]

     Section 10.03. [Discharge; Reinstatement]. [The Guarantor[’]s[’] obligations hereunder will remain in full force and effect until the Principal of, premium, if any, and interest on the Securities and all other amounts payable by the Company under this Indenture have been paid in full. If at any time any payment of the Principal of, premium, if any, or interest on any Security of any series or any other amount payable by the Company under this Indenture is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Company or otherwise, the Guarantor[’]s[’] obligations hereunder with respect to such payment will be reinstated as though such payment had been due but not made at such time.]

     Section 10.04. [Waiver by the Guarantor[s]]. [[Each] [The] Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against the Company or any other Person.]

     Section 10.05. [Subrogation and Contribution]. [Upon making any payment with respect to any obligation of the Company under this Article 10, [any] [the] Guarantor making such payment will be subrogated to the rights of the payee against the Company with respect to such obligation, provided that [any such] [the] Guarantor may not enforce either any right of subrogation, or any right to receive payment in the nature of contribution, or otherwise, from any other Person who guarantees the Securities, with respect to such payment so long as any amount payable by the Company hereunder or under the Securities remains unpaid.]

     Section 10.06. [Stay of Acceleration]. [If acceleration of the time for payment of any amount payable by the Company under this Indenture or the Securities is stayed upon the insolvency, bankruptcy or reorganization of the Company, all such amounts otherwise subject to acceleration under the terms of this Indenture are nonetheless payable by the Guarantor[s] hereunder forthwith on demand by the Trustee or the Holders.]

     Section 10.07. [Limitation on Amount of Guarantee]. [Notwithstanding anything to the contrary in this Article 10, [each] [the] Guarantor, and by its acceptance of Securities, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee[s] of such Guarantor[s] not constitute a fraudulent conveyance under applicable fraudulent conveyance provisions of the United States Bankruptcy Code or any comparable provision of other U.S. and non-U.S. law. To effectuate that intention, the Trustee, the Holders and the Guarantor[s] hereby irrevocably agree that the obligations of [each] [the] Guarantor under its Guarantee are limited to the maximum amount that would not render the Guarantor’s obligations subject to avoidance under applicable

57

fraudulent conveyance provisions of the United States Bankruptcy Code or any comparable provision of other U.S. and non-U.S. law.]

     Section 10.08. [Execution and Delivery of Guarantee[s]]. [(a) The execution by [each of] the Guarantor[s] of this Indenture evidences [each] [the] Guarantee of [each such] [the] Guarantor, whether or not the person signing as an Officer of [each such] [the] Guarantor still holds that office at the time of authentication of any Security of any series and (b) the delivery of any Security of any series by the Trustee after authentication constitutes due delivery of the Guarantee[s] as set forth in this Indenture on behalf of the Guarantor[s], except in the case of clauses (a) and (b) as otherwise provided by an indenture supplemental hereto with respect to any such Security of any series executed and delivered to the Trustee in accordance with the provisions of Article 9.]

     Section 10.09. [Release of Guarantee]. [This Guarantee of a Guarantor will terminate upon

     (a) A sale or other disposition (including by way of consolidation or merger) of the Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor (in each case other than to the Company or a Guarantor or a Person who, prior to such sale or other disposition, is an affiliate of the Company or a Guarantor); or

     (b) Defeasance or discharge of the Securities, as provided in Article 8.

     Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the foregoing effect, the Trustee will execute any documents reasonably required in order to evidence the release of the Guarantor from its obligations under its Guarantee.]

     Section 10.10. [Additional Guarantors]. [If any Subsidiary of the Company shall become a guarantor under the Bank Credit Agreement, then the Company shall promptly cause such Subsidiary to become a Guarantor by causing such Subsidiary to execute and deliver an indenture supplemental hereto to the Trustee in accordance with the provisions of Article 9, which such supplemental indenture, pursuant to Section 10.08, shall evidence the Guarantee of such additional Guarantor under this Indenture.]

ARTICLE 11
Miscellaneous

     Section 11.01. Trust Indenture Act of 1939. This Indenture shall incorporate and be governed by the provisions of the Trust Indenture Act that are required to be part of and to govern indentures qualified under the Trust Indenture Act.

58

     Section 11.02. Notices. Any notice or communication shall be sufficiently given if written and (a) if delivered in person when received or (b) if mailed by first class mail 5 days after mailing, or (c) as between the Company[, [any] [the] Guarantor] and the Trustee if sent by facsimile transmission, when transmission is confirmed, in each case addressed as follows:

     if to the Company [or to [any] [the] Guarantor]:

Verisk Analytics, Inc.
545 Washington Boulevard
Jersey City, NJ 07310-1686
Telecopy: (201) 748-1429
Attention: General Counsel

     if to the Trustee:

Wells Fargo Bank, National Association
45 Broadway, 14^th Floor
New York, NY 10006
Attention: Corporate Trust Services

     The Company[, the Guarantor[s]] or the Trustee by written notice to the other may designate additional or different addresses for subsequent notices or communications.

     Any notice or communication shall be sufficiently given to Holders of any Unregistered Securities, by publication at least once in an Authorized Newspaper in The City of New York, or with respect to any Security the interest on which is based on the offered quotations in the interbank Eurodollar market for dollar deposits at least once in an Authorized Newspaper in London, and by mailing to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished to the Trustee and to Holders of Registered Securities by mailing to such Holders at their addresses as they shall appear on the Security Register. Notice mailed shall be sufficiently given if so mailed within the time prescribed. Copies of any such communication or notice to a Holder shall also be mailed to the Trustee and each Agent at the same time.

     Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. Except as otherwise provided in this Indenture, if a notice or communication is mailed in the manner provided in this Section 11.02, it is duly given, whether or not the addressee receives it.

     Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of

59

notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

     In case it shall be impracticable to give notice as herein contemplated, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.

     Section 11.03. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company [or by [any] [the] Guarantor] to the Trustee to take any action under this Indenture, the Company [or [any such] [the] Guarantor] shall furnish to the Trustee:

     (a) an Officers’ Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and

     (b) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

     Section 11.04. Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than the certificate required by Section 4.04) shall include:

     (a) a statement that each person signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

     (b) a brief statement as to the nature and scope of the examination or investigation upon which the statement or opinion contained in such certificate or opinion is based;

     (c) a statement that, in the opinion of each such person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

     (d) a statement as to whether or not, in the opinion of each such person, such condition or covenant has been complied with; provided, however, that, with respect to matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials.

     Section 11.05. Evidence of Ownership. The Company, [the Guarantor[s],] the Trustee and any agent of the Company[, [any] [the] Guarantor] or the Trustee may deem and treat the Holder of any Unregistered Security and the Holder of any coupon as the absolute owner of such Unregistered Security or coupon (whether or not such Unregistered Security or coupon shall be overdue) for the purpose of receiving payment thereof or on account thereof and for all other

60

purposes, and neither the Company, [[any] [the] Guarantor,] the Trustee, nor any agent of the Company[, [any] [the] Guarantor] or the Trustee shall be affected by any notice to the contrary. The fact of the holding by any Holder of an Unregistered Security, and the identifying number of such Security and the date of his holding the same, may be proved by the production of such Security or by a certificate executed by any trust company, bank, banker or recognized securities dealer wherever situated satisfactory to the Trustee, if such certificate shall be deemed by the Trustee to be satisfactory. Each such certificate shall be dated and shall state that on the date thereof a Security bearing a specified identifying number was deposited with or exhibited to such trust company, bank, banker or recognized securities dealer by the person named in such certificate. Any such certificate may be issued in respect of one or more Unregistered Securities specified therein. The holding by the person named in any such certificate of any Unregistered Securities specified therein shall be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (1) another certificate bearing a later date issued in respect of the same Securities shall be produced or (2) the Security specified in such certificate shall be produced by some other Person, or (3) the Security specified in such certificate shall have ceased to be outstanding. Subject to Article 7, the fact and date of the execution of any such instrument and the amount and numbers of Securities held by the Person so executing such instrument may also be proven in accordance with such reasonable rules and regulations as may be prescribed by the Trustee or in any other manner which the Trustee may deem sufficient.

     The Company, [the Guarantor[s],] the Trustee and any agent of the Company[, [any] [the] Guarantor] or the Trustee may deem and treat the person in whose name any Registered Security shall be registered upon the Security Register for such series as the absolute owner of such Registered Security (whether or not such Registered Security shall be overdue and notwithstanding any notation of ownership or other writing thereon) for the purpose of receiving payment of or on account of the Principal of and, subject to the provisions of this Indenture, interest on such Registered Security and for all other purposes; and neither the Company[, [any] [the] Guarantor] nor the Trustee nor any agent of the Company[, [any] [the] Guarantor] or the Trustee shall be affected by any notice to the contrary.

     Section 11.06. Rules by Trustee, Paying Agent or Registrar. The Trustee may make reasonable rules for action by or at a meeting of Holders. The Paying Agent or Registrar may make reasonable rules for its functions.

     Section 11.07. Payment Date Other Than a Business Day. Except as otherwise provided with respect to a series of Securities, if any date for payment of Principal or interest on any Security shall not be a Business Day at any place of payment, then payment of Principal of or interest on such Security, as the case may be, need not be made on such date, but may be made on the next succeeding Business Day at any place of payment with the same force and effect as if made

61

on such date and no interest shall accrue in respect of such payment for the period from and after such date.

     Section 11.08. Governing Law; Waiver of Jury Trial. The laws of the State of New York shall govern this Indenture and the Securities, without regard to conflicts of laws principles thereof. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY.

     Section 11.09. No Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret another indenture or loan or debt agreement of the Company or any Subsidiary of the Company. Any such indenture or agreement may not be used to interpret this Indenture.

     Section 11.10. Successors. All agreements of the Company [and the Guarantor[s]] in this Indenture[,] [and] the Securities [and the Guarantee[s], as applicable,] shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors.

     Section 11.11. Duplicate Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

     Section 11.12. Separability. In case any provision in this Indenture[,] [or] in the Securities [or in the Guarantee[s]] shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

     Section 11.13. Table of Contents, Headings, Etc. The Table of Contents and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms and provisions hereof.

     Section 11.14. Incorporators, Stockholders, Officers and Directors of Company Exempt From Individual Liability. No recourse under or upon any obligation, covenant or agreement contained in this Indenture or any indenture supplemental hereto, or in any Security or any coupons appertaining thereto [or in [any] [the] Guarantee], or because of any indebtedness evidenced thereby, shall be had against any incorporator, as such or against any past, present or future

62

stockholder, officer, director or employee, as such, of the Company [or [any] [the] Guarantor] or of any successor thereof, either directly or through the Company [or [any] [the] Guarantor] or of any successor thereof, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Securities and the coupons appertaining thereto by the holders thereof and as part of the consideration for the issue of the Securities and the coupons appertaining thereto.

     Section 11.15. Judgment Currency. [Each of the] [The] Company [and the Guarantor[s]] agrees, to the fullest extent that it may effectively do so under applicable law, that (a) if for the purpose of obtaining judgment in any court it is necessary to convert the sum due in respect of the Principal of or interest on the Securities of any series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the day on which final unappealable judgment is entered, unless such day is not a Business Day, then, to the extent permitted by applicable law, the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the Business Day preceding the day on which final unappealable judgment is entered and (b) its obligations under this Indenture to make payments in the Required Currency (i) shall not be discharged or satisfied by any tender, or any recovery pursuant to any judgment (whether or not entered in accordance with subsection (a)), in any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the actual receipt, by the payee, of the full amount of the Required Currency expressed to be payable in respect of such payments, (ii) shall be enforceable as an alternative or additional cause of action for the purpose of recovering in the Required Currency the amount, if any, by which such actual receipt shall fall short of the full amount of the Required Currency so expressed to be payable and (iii) shall not be affected by judgment being obtained for any other sum due under this Indenture.

     Section 11.16. Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

63

     Section 11.17. U.S.A. Patriot Act. The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the U.S.A. Patriot Act.

64

SIGNATURES

     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, all as of the date first written above.

(SEAL)	VERISK ANALYTICS, INC., as the Company
Attest:
	By:
		Name:
		Title:

[Additional signature blocks to be added as applicable]

(SEAL)	INSURANCE SERVICES OFFICE, INC., as Guarantor
Attest:
	By:
		Name:
		Title:
(SEAL)	ISO STAFF SERVICES, INC., as Guarantor
Attest:
	By:
		Name:
		Title:
(SEAL)	XACTWARE SOLUTIONS, INC., as Guarantor
Attest:
	By:
		Name:
		Title:

65

(SEAL)	ISO SERVICES, INC., as Guarantor
Attest:
	By:
		Name:
		Title:
(SEAL)	ISO CLAIMS SERVICES, INC., as Guarantor
Attest:
	By:
		Name:
		Title:
(SEAL)	AIR WORLDWIDE CORPORATION, as Guarantor
Attest:
	By:
		Name:
		Title:
(SEAL)	INTERTHINX, INC., as Guarantor
Attest:
	By:
		Name:
		Title:
(SEAL)	VERISK HEALTH, INC., as Guarantor
Attest:
	By:
		Name:
		Title:

66

(SEAL)	D2HAWKEYE, INC., as Guarantor
Attest:
	By:
		Name:
		Title:

67

WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Trustee
By:
	Name:
	Title:

68

EX-4.4

Exhibit 4.4

VERISK ANALYTICS, INC.

as the Company

[and]

[the Guarantor[s] named herein]¹

and

WELLS FARGO BANK, NATIONAL ASSOCIATION

as Trustee

Subordinated Notes Indenture

Dated as of       , 20[•]

¹ To be modified as appropriate for issuances of senior notes that are fully and unconditionally guaranteed on a joint and several basis by any of the entities identified as “Guarantors” herein.

TABLE OF CONTENTS

	Page
ARTICLE 1 Definitions and Incorporation by Reference
Section 1.01. Definitions	1
Section 1.02. Other Definitions	9
Section 1.03. Incorporation by Reference of Trust Indenture Act	9
Section 1.04. Rules of Construction	10
ARTICLE 2 The Securities
Section 2.01. Form and Dating	10
Section 2.02. Execution and Authentication	10
Section 2.03. Amount Unlimited; Issuable in Series	13
Section 2.04. Denomination and Date of Securities; Payments of Interest	15
Section 2.05. Registrar and Paying Agent; Agents Generally	16
Section 2.06. Paying Agent to Hold Money in Trust	17
Section 2.07. Transfer and Exchange	17
Section 2.08. Replacement Securities	21
Section 2.09. Outstanding Securities	22
Section 2.10. Temporary Securities	22
Section 2.11. Cancellation	23
Section 2.12. CUSIP Numbers	23
Section 2.13. Defaulted Interest	23
Section 2.14. Series May Include Tranches	24
ARTICLE 3 Redemption
Section 3.01. Applicability of Article	24
Section 3.02. Notice of Redemption; Partial Redemptions	24
Section 3.03. Payment of Securities Called for Redemption	26
Section 3.04. Exclusion of Certain Securities From Eligibility for Redemption	27
Section 3.05. Mandatory and Optional Sinking Funds	27
ARTICLE 4 Covenants
Section 4.01. Payment of Securities	30
Section 4.02. Maintenance of Office or Agency	31
Section 4.03. Securityholders’ Lists	32
Section 4.04. Certificate to Trustee	32

i

	Page
Section 4.05. Reports by the Company	32
Section 4.06. Additional Amounts	33
Section 4.07. Calculation of Original Issue Discount	33
ARTICLE 5 Successor Corporation
Section 5.01. When Company May Merge, Etc.	34
Section 5.02. Successor Substituted	34
ARTICLE 6 Default and Remedies
Section 6.01. Events of Default	35
Section 6.02. Acceleration	36
Section 6.03. Other Remedies	37
Section 6.04. Waiver of Past Defaults	37
Section 6.05. Control by Majority	38
Section 6.06. Limitation on Suits	38
Section 6.07. Rights of Holders to Receive Payment	39
Section 6.08. Collection Suit by Trustee	39
Section 6.09. Trustee May File Proofs of Claim	39
Section 6.10. Application of Proceeds	39
Section 6.11. Restoration of Rights and Remedies	40
Section 6.12. Undertaking for Costs	41
Section 6.13. Rights and Remedies Cumulative	41
Section 6.14. Delay or Omission not Waiver	41
ARTICLE 7 Trustee
Section 7.01. General	41
Section 7.02. Certain Rights of Trustee	42
Section 7.03. Individual Rights of Trustee	44
Section 7.04. Trustee’s Disclaimer	44
Section 7.05. Notice of Default	44
Section 7.06. Reports by Trustee to Holders	45
Section 7.07. Compensation and Indemnity	45
Section 7.08. Replacement of Trustee	46
Section 7.09. Acceptance of Appointment by Successor	47
Section 7.10. Successor Trustee by Merger, Etc.	48
Section 7.11. Eligibility	48
Section 7.12. Money Held in Trust	48
ARTICLE 8 Satisfaction and Discharge of Indenture; Unclaimed Moneys
Section 8.01. Satisfaction and Discharge of Indenture	48

ii

	Page
Section 8.02. Application by Trustee of Funds Deposited for Payment of Securities	49
Section 8.03. Repayment of Moneys Held by Paying Agent	50
Section 8.04. Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years	50
Section 8.05. Defeasance and Discharge of Indenture	50
Section 8.06. Defeasance of Certain Obligations	52
Section 8.07. Reinstatement	53
Section 8.08. Indemnity	54
Section 8.09. Excess Funds	54
Section 8.10. Qualifying Trustee	54
ARTICLE 9 Amendments, Supplements and Waivers
Section 9.01. Without Consent of Holders	54
Section 9.02. With Consent of Holders	55
Section 9.03. Revocation and Effect of Consent	56
Section 9.04. Notation on or Exchange of Securities	57
Section 9.05. Trustee to Sign Amendments, Etc.	57
Section 9.06. Conformity with Trust Indenture Act	57
ARTICLE 10 [Guarantee[s]]
Section 10.01. [The Guarantee[s]]	57
Section 10.02. [Guarantee[s] Unconditional, Etc].	58
Section 10.03. [Discharge; Reinstatement]	58
Section 10.04. [Waiver by the Guarantor[s]]	59
Section 10.05. [Subrogation and Contribution]	59
Section 10.06. [Stay of Acceleration]	59
Section 10.07. [Limitation on Amount of Guarantee]	59
Section 10.08. [Execution and Delivery of Guarantee[s]]	59
Section 10.09. [Release of Guarantee]	60
Section 10.10. [Additional Guarantors]	60
ARTICLE 11 Subordination Of Securities
Section 11.01. Agreement to Subordinate	60
Section 11.02. Payments to Securityholders	60
Section 11.03. Subrogation of Securities	62
Section 11.04. Authorization by Securityholders	63
Section 11.05. Notice to Trustee	64
Section 11.06. Trustee’s Relation to Senior Indebtedness	65
Section 11.07. No Impairment of Subordination	65

iii

	Page
ARTICLE 12 Miscellaneous
Section 12.01. Trust Indenture Act of 1939	65
Section 12.02. Notices	65
Section 12.03. Certificate and Opinion as to Conditions Precedent	67
Section 12.04. Statements Required in Certificate or Opinion	67
Section 12.05. Evidence of Ownership	67
Section 12.06. Rules by Trustee, Paying Agent or Registrar	68
Section 12.07. Payment Date Other Than a Business Day	68
Section 12.08. Governing Law; Waiver of Jury Trial	69
Section 12.09. No Adverse Interpretation of Other Agreements	69
Section 12.10. Successors	69
Section 12.11. Duplicate Originals	69
Section 12.12. Separability	69
Section 12.13. Table of Contents, Headings, Etc.	69
Section 12.14. Incorporators, Stockholders, Officers and Directors of Company Exempt From Individual Liability	69
Section 12.15. Judgment Currency	70
Section 12.16. Force Majeure	70
Section 12.17. U.S.A. Patriot Act	70

iv

     SENIOR NOTES INDENTURE, dated as of [•], 20[•], [among] Verisk Analytics, Inc., a Delaware corporation, as the Company (the “Company”) [, Insurance Services Office, Inc., a Delaware corporation,] [and] [ISO Staff Services, Inc.] [and] [Xactware Solutions, Inc., a Delaware corporation,] [and] [ISO Services, Inc., a Delaware corporation,] [and] [ISO Claims Services, Inc., a Delaware corporation,] [and] [AIR Worldwide Corporation, a Delaware corporation,] [and] [Interthinx, Inc., a California corporation,] [and] [Verisk Health, Inc., a Massachusetts corporation,] [and] [D2Hawkeye, Inc., a Massachusetts corporation] together with such other guarantors as may be added from time to time [([each a] [the] “Guarantor” [and collectively, the “Guarantors”])] and Wells Fargo Bank, National Association, a national banking association, as Trustee (the “Trustee”).

RECITALS

     WHEREAS, the Company has duly authorized the issuance from time to time of its subordinated notes or other evidences of indebtedness to be issued in one or more series (the “Securities”) up to such principal amount or amounts as may from time to time be authorized in accordance with the terms of this Indenture;

     [WHEREAS, [each of] the Guarantor[s] has duly authorized[, on a joint and several basis,] the full and unconditional guarantee of any Security of any series (the “Guarantee[s]”);]

     WHEREAS, [each of] the Company [and the Guarantor[s]] has duly authorized, among other things, the authentication, execution, delivery and administration of this Indenture[,] [and] the Securities [and the Guarantee[s]]; and

     WHEREAS, all things necessary to make this Indenture a valid indenture and agreement according to its terms have been done;

     NOW, THEREFORE:

     In consideration of the premises and the purchases of the Securities [together with the Guarantee[s]] by the holders thereof, the Company[, the Guarantor[s]] and the Trustee mutually covenant and agree for the equal and proportionate benefit of the respective holders from time to time of the Securities [and the Guarantees] or of any and all series thereof and of the coupons, if any, appertaining thereto as follows:

ARTICLE 1
Definitions and Incorporation by Reference

     Section 1.01. Definitions.

     “Affiliate” of any Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”) when used with respect to any Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

     “Agent” means any Registrar, Paying Agent, transfer agent or Authenticating Agent.

     “Authorized Newspaper” means a newspaper (which, in the case of The City of New York, will, if practicable, be The Wall Street Journal (Eastern Edition) and in the case of London, will, if practicable, be the Financial Times (London Edition) and published in an official language of the country of publication customarily published at least once a day for at least five days in each calendar week and of general circulation in The City of New York or London, as applicable. If it shall be impractical in the opinion of the Trustee to make any publication of any notice required hereby in an Authorized Newspaper, any publication or other notice in lieu thereof which is made or given with the approval of the Trustee shall constitute a sufficient publication of such notice.

     “Bank Credit Agreement” means the Credit Agreement, dated July 9, 2009, among Insurance Services Office, Inc., Bank of America, N.A., as administrative agent, swing line lender and L/C issuer, and the lenders party thereto, as such agreement has been and may be amended, restated, supplemented or otherwise modified from time to time (including, but not limited to, the inclusion of additional parties thereunder, including the Company and parties that are Subsidiaries of the Company and whose obligations are guaranteed by the Company thereunder), including all or any portion of the Debt under such Credit Agreement or any successor agreements and includes any agreement with one or more banks or other lending institutions refinancing all or any portion of the Debt under such Credit Agreement or any successor agreements.

     “Board of Directors” means:

     (a) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;

     (b) with respect to a partnership, the board of directors of the general partner of the partnership;

     (c) with respect to a limited liability company, the managing member or members or any controlling committee of managers or members thereof or any board or committee serving a similar management function; and

2

     (d) with respect to any other Person, the individual or board or committee of such Person serving a management function similar to those described in clauses (a), (b) or (c) of this definition.

     “Board Resolution” means one or more resolutions of the Board of Directors of the Company or any authorized committee thereof [or, as the case may be, one or more resolutions of the Board of Directors of the Guarantor[s] or any authorized committee thereof], certified by the secretary or an assistant secretary to have been duly adopted and to be in full force and effect on the date of certification, and delivered to the Trustee.

     “Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close in The City of New York, with respect to any Security the interest on which is based on the offered quotations in the interbank Eurodollar market for dollar deposits in London, or with respect to Securities denominated in a specified currency other than United States dollars, in the principal financial center of the country of the specified currency.

     “Capital Lease” means, with respect to any Person, any lease of any property which, in conformity with GAAP, is required to be capitalized on the balance sheet of such Person.

     “Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

     “Company” means the party named as such in the first paragraph of this Indenture until a successor replaces it pursuant to Article 5 of this Indenture and thereafter means the successor.

     “Corporate Trust Office” means the office of the Trustee at which the corporate trust business of the Trustee shall, at any particular time, be administered, which office is, at the date of this Indenture, located at 45 Broadway, 14^th Floor, New York, New York 10006, Attention: Corporate Trust Services.

     “Currency Agreement” means, with respect to any Person, any foreign exchange contract, currency swap agreement or other similar agreement or arrangement designed to protect such Person or any of its Subsidiaries against fluctuations in currency values to or under which such Person or any of its Subsidiaries is a party or a beneficiary on the date hereof or becomes a party or a beneficiary thereafter.

     “Debt” means, with respect to any Person at any date of determination (without duplication), (i) all indebtedness (other than Nonrecourse Obligations) of

3

such Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations of such Person in respect of letters of credit or bankers’ acceptance or other similar instruments (or reimbursement obligations with respect thereto), (iv) all obligations of such Person to pay the deferred purchase price of property or services, except Trade Payables, (v) all obligations of such Person as lessee under Capital Leases, (vi) all Debt of others secured by a Lien on any asset of such Person, whether or not such Debt is assumed by such Person; provided that, for purposes of determining the amount of any Debt of the type described in this clause, if recourse with respect to such Debt is limited to such asset, the amount of such Debt shall be limited to the lesser of the fair market value of such asset or the amount of such Debt, (vii) all Debt of others guaranteed by such Person to the extent such Debt is guaranteed by such Person, (viii) all redeemable stock valued at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends and (ix) to the extent not otherwise included in this definition, all obligations of such Person under Currency Agreements and Interest Rate Agreements.

     “Default” means any event that is, or after notice or passage of time or both would be, an Event of Default.

     “Depositary” means, with respect to the Securities of any series issuable or issued in the form of one or more Registered Global Securities, the Person designated as Depositary by the Company pursuant to Section 2.03 until a successor Depositary shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Depositary” shall mean or include each Person who is then a Depositary hereunder, and if at any time there is more than one such Person, “Depositary” as used with respect to the Securities of any such series shall mean the Depositary with respect to the Registered Global Securities of that series.

     “Designated Senior Indebtedness” means (i) Debt under the Bank Credit Agreement and the Shelf Agreements and (ii) Debt constituting Senior Indebtedness which, at the time of its determination, (A) has an aggregate principal amount of at least $[     ] million and (B) is specifically designated in the instrument evidencing such Senior Indebtedness as “Designated Senior Indebtedness” by the Company.

     “Exchange Act” means the Securities Exchange Act of 1934, as amended.

     “GAAP” means with respect to any computations required or permitted under the Indenture, generally accepted accounting principles in effect in the United Sates as in effect from time to time; provided, however if the Company is required by the SEC to adopt (or is permitted to adopt and so adopts) a different accounting framework, including but not limited to the International Financial Reporting Standards, “GAAP” shall mean such new accounting framework as in effect from time to time, including, without limitation, in each case, those

4

accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as approved by a significant segment of the accounting profession.

     [“Guarantee” shall have the meaning set forth in the recitals of this Indenture.]

     [“Guarantor[s]” means the Person[s] named as “Guarantor[s]” in the first paragraph of this Indenture and any additional Persons added as guarantors pursuant to Section 10.10, until a successor replaces any such Guarantor and, thereafter, “Guarantor[s]” shall mean the Guarantors not so replaced together with any such successors.]

     “Holder” or “Securityholder” means the registered holder of any Security with respect to Registered Securities and the bearer of any Unregistered Security or any coupon appertaining thereto, as the case may be.

     “Indenture” means this Indenture as originally executed and delivered or as it may be amended or supplemented from time to time by one or more indentures supplemental to this Indenture entered into pursuant to the applicable provisions of this Indenture and shall include the forms and terms of the Securities of each series established as contemplated pursuant to Sections 2.01 and Section 2.03 [and the terms of the Guarantees of each such series of Securities set forth in Article 10].

     “Interest Rate Agreement” means, with respect to any Person, any interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedge agreement or other similar agreement or arrangement designed to protect such Person or any of its Subsidiaries against fluctuations in interest rates to or under which such Person or any of its Subsidiaries is a party or a beneficiary on the date hereof or becomes a party or a beneficiary thereafter.

     “Lien” means, with respect to any property, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such property. For purposes of this Indenture, the Company shall be deemed to own subject to a Lien any property which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such property.

     “Nonrecourse Obligation” means indebtedness or other obligations substantially related to (a) the acquisition of assets not previously owned by the Company or any of its subsidiaries or (b) the financing of a project involving the development or expansion of its properties or those of any of our subsidiaries, as

5

to which the obligee with respect to such indebtedness or obligation has no recourse to the Company or any of its subsidiaries, or any of our assets or those of any of our subsidiaries other than the assets that were acquired with the proceeds of such transaction or the project financed with the proceeds of such transaction (and the proceeds thereof).

     “Officer” means, with respect to the Company, the chairman of the Board of Directors, the president or chief executive officer, any executive vice president, any senior vice president, any vice president, the chief financial officer, the treasurer or any assistant treasurer, or the secretary or any assistant secretary.

     “Officers’ Certificate” means[, with respect to the Company or the Guarantor[s],] a certificate signed in the name of the Company [or the Guarantor[s], as the case may be,] (i) by the chairman of the Board of Directors, the president or chief executive officer, an executive vice president, a senior vice president or a vice president, and (ii) by the chief financial officer, the treasurer or any assistant treasurer, or the secretary or any assistant secretary, and delivered to the Trustee. Each such certificate shall comply with Section 314 of the Trust Indenture Act, if applicable, and include (except as otherwise expressly provided in this Indenture) the statements provided in Section 12.04, if applicable.

     “Opinion of Counsel” means a written opinion signed by legal counsel, who may be an employee of or counsel to the Company [or the Guarantor[s], as the case may be], satisfactory to the Trustee. Each such opinion shall comply with Section 314 of the Trust Indenture Act, if applicable, and include the statements provided in Section 12.04, if and to the extent required thereby.

     “original issue date” of any Security (or portion thereof) means the earlier of (a) the date of authentication of such Security or (b) the date of any Security (or portion thereof) for which such Security was issued (directly or indirectly) on registration of transfer, exchange or substitution.

     “Original Issue Discount Security” means any Security that provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the maturity thereof pursuant to Section 6.02.

     “Periodic Offering” means an offering of Securities of a series from time to time, the specific terms of which Securities, including, without limitation, the rate or rates of interest, if any, thereon, the stated maturity or maturities thereof and the redemption provisions, if any, with respect thereto, are to be determined by the Company or its agents upon the issuance of such Securities.

     “Person” means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

6

     “Principal” of a Security means the principal amount of, and, unless the context indicates otherwise, includes any premium payable on, the Security.

     “Registered Global Security” means a Security evidencing all or a part of a series of Registered Securities, issued to the Depositary for such series in accordance with Section 2.02, and bearing the legend prescribed in Section 2.02.

     “Registered Security” means any Security registered on the Security Register (as defined in Section 2.05).

     “Responsible Officer” when used with respect to the Trustee, shall mean an officer of the Trustee in the Corporate Trust Office, having direct responsibility for the administration of this Indenture, and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

     “Securities” means any of the securities, as defined in the first paragraph of the recitals hereof, that are authenticated and delivered under this Indenture and, unless the context indicates otherwise, shall include any coupon appertaining thereto.

     “Securities Act” means the Securities Act of 1933, as amended.

     “Subsidiary” means, with respect to any Person, any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of capital stock or other interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by (a) such Person, (b) such Person and one or more subsidiaries of such Person or (c) one or more subsidiaries of such Person.

     “Senior Indebtedness” means the principal of (and premium, if any) and interest on all Debt of the Company whether created, incurred or assumed before, on or after the date of this Indenture; provided that such Senior Indebtedness shall not include (i) Debt of the Company that, when incurred and without respect to any election under Section 1111(b) of Title 11, U.S. Code, was without recourse, (ii) any other Debt of the Company which by the terms of the instrument creating or evidencing the same are specifically designated as not being senior in right of payment to the Securities, and in particular the Securities shall rank pari passu with all other debt securities and guarantees issued to any trust, partnership or other entity affiliated with the Company which is a financing vehicle of the Company in connection with an issuance of preferred securities by such financing entity and (iii) redeemable stock of the Company.

     “Shelf Agreements” means collectively, (i) the Uncommitted Master Shelf Agreement, dated June 13, 2003, among [ISO][the Company], Prudential Investment Management, Inc. and the purchasers and affiliates named therein, (ii)

7

the Uncommitted Master Shelf Agreement, dated July 10, 2006, among [ISO][the Company], Principal Global Investors, LLC and the purchasers and affiliates named therein, (iii) the Uncommitted Master Shelf Agreement, dated March 16, 2007, among [ISO][the Company], New York Life Insurance Company and the purchasers and affiliates named therein and (iv) the Uncommitted Master Shelf Agreement, dated December 10, 2008, among [ISO][the Company], Aviva Investors North America Inc. and the purchasers and affiliates named therein, in each case as such agreements has been and may be amended, restated, supplemented or otherwise modified from time to time (including, but not limited to, the inclusion of additional parties thereunder, including the Company and parties that are Subsidiaries of the Company and whose obligations are guaranteed by the Company thereunder), including all or any portion of, the Debt under such Uncommitted Master Shelf Agreements or any successor agreements and includes any agreement with one or more banks or other lending institutions refinancing all or any portion of the Debt under such Uncommitted Master Shelf Agreements or any successor agreements.

     “Trade Payables” means, with respect to any Person, any accounts payable or any other indebtedness or monetary obligation to trade creditors created, assumed or guaranteed by such Person or any of its Subsidiaries arising in the ordinary course of business in connection with the acquisition of goods or services.

     “Trustee” means the party named as such in the first paragraph of this Indenture until a successor replaces it in accordance with the provisions of Article 7 and thereafter shall mean or include each Person who is then a Trustee hereunder, and if at any time there is more than one such Person, “Trustee” as used with respect to the Securities of any series shall mean the Trustee with respect to Securities of that series.

     “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb), as it may be amended from time to time.

     “Unregistered Security” means any Security other than a Registered Security.

     “U.S. Government Obligations” means securities that are (i) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (ii) obligations of an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such U.S. Government Obligation or a specific payment of interest on or principal of any such U.S. Government Obligation held by such custodian for the account of the holder of a depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the

8

amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of interest on or principal of the U.S. Government Obligation evidenced by such depository receipt.

     “Yield to Maturity” means, as the context may require, the yield to maturity (i) on a series of Securities or (ii) if the Securities of a series are issuable from time to time, on a Security of such series, calculated at the time of issuance of such series in the case of clause (i) or at the time of issuance of such Security of such series in the case of clause (ii), or, if applicable, at the most recent redetermination of interest on such series or on such Security, and calculated in accordance with the constant interest method or such other accepted financial practice as is specified in the terms of such Security.

     Section 1.02. Other Definitions. Each of the following terms is defined in the section set forth opposite such term:

Term	Section
Authenticating Agent		2.02
Cash Transaction		7.03
Dollars		4.02
Event of Default		6.01
Judgment Currency		12.15	(a)
mandatory sinking fund payment		3.05
optional sinking fund payment		3.05
Paying Agent		2.05
Payment Blockage Period		11.02
record date		2.04
Registrar		2.05
Required Currency		12.15	(a)
Security Register		2.05
self-liquidating paper		7.03
sinking fund payment date		3.05
tranche		2.14

     Section 1.03. Incorporation by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the Trust Indenture Act, the provision is incorporated by reference in, and made a part of, this Indenture. The following terms used in this Indenture that are defined by the Trust Indenture Act have the following meanings:

     “indenture securities” means the Securities;

     “indenture security holder” means a Holder or a Securityholder;

     “indenture to be qualified” means this Indenture;

9

     “indenture trustee” or “institutional trustee” means the Trustee; and

     “obligor” on the indenture securities means the Company or any other obligor on the Securities.

     All other terms used in this Indenture that are defined by the Trust Indenture Act, defined by reference in the Trust Indenture Act to another statute or defined by a rule of the Commission and not otherwise defined herein have the meanings assigned to them therein.

     Section 1.04. Rules of Construction. Unless the context otherwise requires:

     (a) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

     (b) words in the singular include the plural, and words in the plural include the singular;

     (c) “herein,” “hereof” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision;

     (d) all references to Sections or Articles refer to Sections or Articles of this Indenture unless otherwise indicated; and

     (e) use of masculine, feminine or neuter pronouns should not be deemed a limitation, and the use of any such pronouns should be construed to include, where appropriate, the other pronouns.

ARTICLE 2
The Securities

     Section 2.01. Form and Dating. The Securities of each series shall be substantially in such form or forms (not inconsistent with this Indenture) as shall be established by or pursuant to one or more Board Resolutions or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have imprinted or otherwise reproduced thereon such legend or legends or endorsements, not inconsistent with the provisions of this Indenture, as may be required to comply with any law, or with any rules of any securities exchange or usage, all as may be determined by the officers executing such Securities as evidenced by their execution of the Securities. Unless otherwise so established, Unregistered Securities shall have coupons attached.

     Section 2.02. Execution and Authentication. Two Officers shall execute the Securities and one Officer shall execute the coupons appertaining thereto for

10

the Company by facsimile or manual signature in the name and on behalf of the Company. The seal of the Company, if any, shall be reproduced on the Securities. If an Officer whose signature is on a Security or coupon appertaining thereto no longer holds that office at the time the Security is authenticated, the Security and such coupon shall nevertheless be valid.

     The Trustee, at the expense of the Company, may appoint an authenticating agent (the “Authenticating Agent”) to authenticate Securities. The Authenticating Agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticating Agent.

     A Security and the coupons appertaining thereto shall not be valid until the Trustee or Authenticating Agent manually signs the certificate of authentication on the Security or on the Security to which such coupon appertains by an authorized officer. The signature shall be conclusive evidence that the Security or the Security to which the coupon appertains has been authenticated under this Indenture.

     At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series having attached thereto appropriate coupons, if any, executed by the Company to the Trustee for authentication together with the applicable documents referred to below in this Section, and the Trustee shall thereupon authenticate and deliver such Securities to or upon the written order of the Company. In authenticating any Securities of a series, the Trustee shall receive prior to the authentication of any Securities of such series, and (subject to Article 7) shall be fully protected in conclusively relying upon, unless and until such documents have been superseded or revoked:

     (a) any Board Resolution and/or executed supplemental indenture referred to in Sections 2.01 and 2.03 by or pursuant to which the forms and terms of the Securities of that series were established;

     (b) an Officers’ Certificate setting forth the form or forms and terms of the Securities, stating that the form or forms and terms of the Securities of such series have been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture; and

     (c) an Opinion of Counsel substantially to the effect that the form or forms and terms of the Securities of such series have been, or, in the case of a Periodic Offering, will be when established in accordance with such procedures as shall be referred to therein, established in compliance with this Indenture and that the supplemental indenture, to the extent applicable, and Securities have been duly authorized and, if executed and authenticated in accordance with the provisions of this Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, would be entitled to the benefits of this

11

Indenture and would be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws affecting creditors’ rights generally, general principles of equity, and that all laws and requirements in respect of the execution and delivery by the Company of such Securities have been complied with, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Trustee.

     The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.

     Notwithstanding the provisions of Sections 2.01 and 2.02, if, in connection with a Periodic Offering, all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Board Resolution otherwise required pursuant to Section 2.01 or the written order, Officers’ Certificate and Opinion of Counsel otherwise required pursuant to Section 2.02 at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued.

     With respect to Securities of a series offered in a Periodic Offering, the Trustee may conclusively rely, as to the authorization by the Company of any of such Securities, the forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Sections 2.01 and 2.02, as applicable, in connection with the first authentication of Securities of such series.

     If the Company shall establish pursuant to Section 2.03 that the Securities of a series or a portion thereof are to be issued in the form of one or more Registered Global Securities, then the Company shall execute and the Trustee shall authenticate and deliver one or more Registered Global Securities that (i) shall represent and shall be denominated in an amount equal to the aggregate principal amount of all of the Securities of such series issued in such form and not yet cancelled, (ii) shall be registered in the name of the Depositary for such Registered Global Security or Securities or the nominee of such Depositary, (iii) shall be delivered by the Trustee to such Depositary or its custodian or pursuant to such Depositary’s instructions and (iv) shall bear a legend substantially to the following effect: “Unless and until it is exchanged in whole or in part for Securities in definitive registered form, this Security may not be transferred except as a whole by the Depositary to the nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.”

12

     [The execution and delivery of the Guarantee[s] by the Guarantor[s] shall be evidenced by the execution and delivery of this Indenture by [each of] the Guarantor[s] as set forth in Section 10.08. The terms of the Guarantee[s] and obligations of the Guarantor[s] are set forth in Article 10.]]

     Section 2.03. Amount Unlimited; Issuable in Series. The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited.

     The Securities may be issued in one or more series and shall be subordinated to the Senior Indebtedness pursuant to the provisions of Article 11 hereof. There shall be established in or pursuant to a Board Resolution or one or more indentures supplemental hereto, prior to the initial issuance of Securities of any series, subject to the last sentence of this Section 2.03,

     (a) the designation of the Securities of the series, which shall distinguish the Securities of the series from the Securities of all other series;

     (b) [whether the Securities are entitled to the benefit of any Guarantee by any Guarantor;]

     (c) any limit upon the aggregate principal amount of the Securities of the series that may be authenticated and delivered under this Indenture and any limitation on the ability of the Company to increase such aggregate principal amount after the initial issuance of the Securities of that series (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, or upon redemption of, other Securities of the series pursuant hereto);

     (d) the date or dates on which the principal of the Securities of the series is payable (which date or dates may be fixed or extendible);

     (e) the rate or rates (which may be fixed or variable) per annum at which the Securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, on which such interest shall be payable and (in the case of Registered Securities) on which a record shall be taken for the determination of Holders to whom interest is payable and/or the method by which such rate or rates or date or dates shall be determined;

     (f) if other than as provided in Section 4.02, the place or places where the principal of and any interest on Securities of the series shall be payable, any Registered Securities of the series may be surrendered for exchange, notices, demands to or upon the Company in respect of the Securities of the series and this Indenture may be served and notice to Holders may be published;

     (g) the right, if any, of the Company to redeem Securities of the series, in whole or in part, at its option and the period or periods within which, the price

13

or prices at which and any terms and conditions upon which Securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;

     (h) the obligation, if any, of the Company to redeem, purchase or repay Securities of the series pursuant to any mandatory redemption, sinking fund or analogous provisions or at the option of a Holder thereof and the price or prices at which and the period or periods within which and any of the terms and conditions upon which Securities of the series shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;

     (i) if other than denominations of $2,000 and any integral multiple of $1,000 in excess thereof, the denominations in which Securities of the series shall be issuable;

     (j) if other than the principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof;

     (k) if other than the coin or currency in which the Securities of the series are denominated, the coin or currency in which payment of the principal of or interest on the Securities of the series shall be payable or if the amount of payments of principal of and/or interest on the Securities of the series may be determined with reference to an index based on a coin or currency other than that in which the Securities of the series are denominated, the manner in which such amounts shall be determined;

     (l) if other than the currency of the United States of America, the currency or currencies, including composite currencies, in which payment of the Principal of and interest on the Securities of the series shall be payable, and the manner in which any such currencies shall be valued against other currencies in which any other Securities shall be payable;

     (m) whether the Securities of the series or any portion thereof will be issuable as Registered Securities (and if so, whether such Securities will be issuable as Registered Global Securities) or Unregistered Securities (with or without coupons) (and if so, whether such Securities will be issued in temporary or permanent global form), or any combination of the foregoing, any restrictions applicable to the offer, sale or delivery of Unregistered Securities or the payment of interest thereon and, if other than as provided herein, the terms upon which Unregistered Securities of any series may be exchanged for Registered Securities of such series and vice versa;

     (n) whether the Securities of the series may be exchangeable for and/or convertible into the common stock of the Company or any other security;

     (o) whether and under what circumstances the Company will pay additional amounts on the Securities of the series held by a person who is not a U.S. person in respect of any tax, assessment or governmental charge withheld or

14

deducted and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts;

     (p) if the Securities of the series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and terms of such certificates, documents or conditions;

     (q) any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents with respect to the Securities of the series;

     (r) provisions, if any, for the defeasance of the Securities of the series (including provisions permitting defeasance of less than all Securities of the series), which provisions may be in addition to, in substitution for, or in modification of (or any combination of the foregoing) the provisions of Article 8;

     (s) if the Securities of the series are issuable in whole or in part as one or more Registered Global Securities or Unregistered Securities in global form, the identity of the Depositary or common Depositary for such Registered Global Security or Securities or Unregistered Securities in global form;

     (t) any other Events of Default or covenants with respect to the Securities of the series; and

     (u) any other terms of the Securities of the series (which terms shall not be inconsistent with the provisions of this Indenture).

     All Securities of any one series and coupons, if any, appertaining thereto shall be substantially identical, except in the case of Registered Securities as to date and denomination, except in the case of any Periodic Offering and except as may otherwise be provided by or pursuant to the Board Resolution referred to above or as set forth in any such indenture supplemental hereto. All Securities of any one series need not be issued at the same time and may be issued from time to time, consistent with the terms of this Indenture, if so provided by or pursuant to such Board Resolution or in any such indenture supplemental hereto and any forms and terms of Securities to be issued from time to time may be completed and established from time to time prior to the issuance thereof by procedures described in such Board Resolution or supplemental indenture.

     Unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.

     Section 2.04. Denomination and Date of Securities; Payments of Interest. The Securities of each series shall be issuable as Registered Securities or

15

Unregistered Securities in denominations established as contemplated by Section 2.03 or, if not so established with respect to Securities of any series, in denominations of $2,000 and any integral multiple of $1,000 in excess thereof. The Securities of each series shall be numbered, lettered or otherwise distinguished in such manner or in accordance with such plan as the Officers of the Company executing the same may determine, as evidenced by their execution thereof.

     Unless otherwise specified with respect to a series of Securities, each Security shall be dated the date of its authentication. The Securities of each series shall bear interest, if any, from the date, and such interest and shall be payable on the dates, established as contemplated by Section 2.03.

     The person in whose name any Registered Security of any series is registered at the close of business on any record date applicable to a particular series with respect to any interest payment date for such series shall be entitled to receive the interest, if any, payable on such interest payment date notwithstanding any transfer or exchange of such Registered Security subsequent to the record date and prior to such interest payment date, except if and to the extent the Company shall default in the payment of the interest due on such interest payment date for such series, in which case the provisions of Section 2.13 shall apply. The term “record date” as used with respect to any interest payment date (except a date for payment of defaulted interest) for the Securities of any series shall mean the date specified as such in the terms of the Registered Securities of such series established as contemplated by Section 2.03, or, if no such date is so established, the fifteenth day next preceding such interest payment date, whether or not such record date is a Business Day.

     Section 2.05. Registrar and Paying Agent; Agents Generally. The Company shall maintain an office or agency where Securities may be presented for registration, registration of transfer or for exchange (the “Registrar”) and an office or agency where Securities may be presented for payment (the “Paying Agent”), which shall be in the Borough of Manhattan, The City of New York. The Company shall cause the Registrar to keep a register of the Registered Securities and of their registration, transfer and exchange (the “Security Register”). The Company may have one or more additional Paying Agents or transfer agents with respect to any series.

     The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture and the Trust Indenture Act that relate to such Agent. The Company shall give prompt written notice to the Trustee of the name and address of any Agent and any change in the name or address of an Agent. If the Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such. The Company may remove any Agent upon written notice to such Agent and the Trustee; provided that no such removal shall become effective until (i) the acceptance of an appointment by a successor Agent to such Agent as evidenced

16

by an appropriate agency agreement entered into by the Company and such successor Agent and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as such Agent until the appointment of a successor Agent in accordance with clause (i) of this proviso. The Company or any affiliate of the Company may act as Paying Agent or Registrar; provided that neither the Company[, [any] [the] Guarantor] nor an affiliate of the Company [or [any] [the] Guarantor] shall act as Paying Agent in connection with the defeasance of the Securities [or the Guarantees] or the discharge of this Indenture under Article 8.

     The Company initially appoints the Trustee as Registrar, Paying Agent and Authenticating Agent. If, at any time, the Trustee is not the Registrar, the Registrar shall make available to the Trustee ten days prior to each interest payment date and at such other times as the Trustee may reasonably request the names and addresses of the Holders as they appear in the Security Register.

     Section 2.06. Paying Agent to Hold Money in Trust. Not later than 10:00 a.m. New York City time on each due date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the due date, of any Principal or interest on any Securities, the Company shall deposit with the Paying Agent money in immediately available funds sufficient to pay such Principal or interest. The Company shall require each Paying Agent other than the Trustee to agree in writing that such Paying Agent shall hold in trust for the benefit of the Holders of such Securities or the Trustee all money held by the Paying Agent for the payment of Principal of and interest on such Securities and shall promptly notify the Trustee of any default by the Company in making any such payment. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require such Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed. Upon doing so, the Paying Agent shall have no further liability for the money so paid over to the Trustee. If the Company or any affiliate of the Company acts as Paying Agent, it will, on or before each due date of any Principal of or interest on any Securities, segregate and hold in a separate trust fund for the benefit of the Holders thereof a sum of money sufficient to pay such Principal or interest so becoming due until such sum of money shall be paid to such Holders or otherwise disposed of as provided in this Indenture, and will promptly notify the Trustee in writing of its action or failure to act as required by this Section.

     Section 2.07. Transfer and Exchange. Unregistered Securities (except for any temporary global Unregistered Securities) and coupons (except for coupons attached to any temporary global Unregistered Securities) shall be transferable by delivery.

     At the option of the Holder thereof, Registered Securities of any series (other than a Registered Global Security, except as set forth below) may be exchanged for a Registered Security or Registered Securities of such series and

17

tenor having authorized denominations and an equal aggregate principal amount, upon surrender of such Registered Securities to be exchanged at the agency of the Company that shall be maintained for such purpose in accordance with Section 2.05 and upon payment, if the Company shall so require, of the charges hereinafter provided. If the Securities of any series are issued in both registered and unregistered form, except as otherwise established pursuant to Section 2.03, at the option of the Holder thereof, Unregistered Securities of any series may be exchanged for Registered Securities of such series and tenor having authorized denominations and an equal aggregate principal amount, upon surrender of such Unregistered Securities to be exchanged at the agency of the Company that shall be maintained for such purpose in accordance with Section 4.02, with, in the case of Unregistered Securities that have coupons attached, all unmatured coupons and all matured coupons in default thereto appertaining, and upon payment, if the Company shall so require, of the charges hereinafter provided. At the option of the Holder thereof, if Unregistered Securities of any series, maturity date, interest rate and original issue date are issued in more than one authorized denomination, except as otherwise established pursuant to Section 2.03, such Unregistered Securities may be exchanged for Unregistered Securities of such series and tenor having authorized denominations and an equal aggregate principal amount, upon surrender of such Unregistered Securities to be exchanged at the agency of the Company that shall be maintained for such purpose in accordance with Section 4.02, with, in the case of Unregistered Securities that have coupons attached, all unmatured coupons and all matured coupons in default thereto appertaining, and upon payment, if the Company shall so require, of the charges hereinafter provided. Registered Securities of any series may not be exchanged for Unregistered Securities of such series. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.

     Upon surrender for registration of transfer of any Registered Security of a series at the agency of the Company that shall be maintained for that purpose in accordance with Section 2.05 and upon payment, if the Company shall so require, of the charges hereinafter provided, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Registered Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount.

     All Registered Securities presented for registration of transfer, exchange, redemption or payment shall be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee duly executed by, the holder or his attorney duly authorized in writing.

     The Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any exchange or registration of transfer of Securities. No service charge shall be made for any such transaction.

18

     Notwithstanding any other provision of this Section 2.07, unless and until it is exchanged in whole or in part for Securities in definitive registered form, a Registered Global Security representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary.

     If at any time the Depositary for any Registered Global Securities of any series notifies the Company that it is unwilling or unable to continue as Depositary for such Registered Global Securities or if at any time the Depositary for such Registered Global Securities shall no longer be eligible under applicable law, the Company shall appoint a successor Depositary eligible under applicable law with respect to such Registered Global Securities. If a successor Depositary eligible under applicable law for such Registered Global Securities is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of the Company’s order for the authentication and delivery of definitive Registered Securities of such series and tenor, will authenticate and deliver Registered Securities of such series and tenor, in any authorized denominations, in an aggregate principal amount equal to the principal amount of such Registered Global Securities, in exchange for such Registered Global Securities.

     The Company may at any time and in its sole discretion and subject to the procedures of the Depositary determine that any Registered Global Securities of any series shall no longer be maintained in global form. In such event the Company will execute, and the Trustee, upon receipt of the Company’s order for the authentication and delivery of definitive Registered Securities of such series and tenor, will authenticate and deliver, Registered Securities of such series and tenor in any authorized denominations, in an aggregate principal amount equal to the principal amount of such Registered Global Securities, in exchange for such Registered Global Securities.

     Any time the Registered Securities of any series are not in the form of Registered Global Securities pursuant to the preceding two paragraphs, the Company agrees to supply the Trustee with a reasonable supply of certificated Registered Securities without the legend required by Section 2.02 and the Trustee agrees to hold such Registered Securities in safekeeping until authenticated and delivered pursuant to the terms of this Indenture.

     If established by the Company pursuant to Section 2.03 with respect to any Registered Global Security, the Depositary for such Registered Global Security may surrender such Registered Global Security in exchange in whole or in part for Registered Securities of the same series and tenor in definitive registered form on such terms as are acceptable to the Company and such

19

Depositary. Thereupon, the Company shall execute, and the Trustee shall authenticate and deliver, without service charge,

     (a) to the Person specified by such Depositary new Registered Securities of the same series and tenor, of any authorized denominations as requested by such Person, in an aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Registered Global Security; and

     (b) to such Depositary a new Registered Global Security in a denomination equal to the difference, if any, between the principal amount of the surrendered Registered Global Security and the aggregate principal amount of Registered Securities authenticated and delivered pursuant to clause (a) above.

     Registered Securities issued in exchange for a Registered Global Security pursuant to this Section 2.07 shall be registered in such names and in such authorized denominations as the Depositary for such Registered Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee or an agent of the Company or the Trustee. The Trustee or such agent shall deliver such Securities to or as directed by the Persons in whose names such Securities are so registered.

     All Securities issued upon any transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such transfer or exchange.

     Neither the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by the Depositary.

     Notwithstanding anything herein or in the forms or terms of any Securities to the contrary, none of the Company, the Trustee or any agent of the Company or the Trustee shall be required to exchange any Unregistered Security for a Registered Security if such exchange would result in adverse federal income tax consequences to the Company (such as, for example, the inability of the Company to deduct from its income, as computed for federal income tax purposes, the interest payable on the Unregistered Securities) under then applicable United States federal income tax laws. The Trustee and any such agent shall be entitled to conclusively rely on an Officers’ Certificate or an Opinion of Counsel in determining such result.

     The Registrar shall not be required (i) to issue, authenticate, register the transfer of or exchange Securities of any series for a period of 15 days before the mailing of a notice of redemption of such Securities to be redeemed or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part.

20

     Section 2.08. Replacement Securities. If any mutilated Security or a Security with a mutilated coupon appertaining to it is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver, in exchange for such mutilated Security or in exchange for the Security to which a mutilated coupon appertains, a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding, with coupons corresponding to the coupons, if any, appertaining to such mutilated Security or to the Security to which such mutilated coupon appertains.

     If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security or coupon and (ii) such security or indemnity as may be required by them to save each of them and any agent of any of them harmless, then, in the absence of notice to the Company or the Trustee that such Security or coupon has been acquired by a bona fide purchaser, the Company shall execute and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security or in exchange for the Security to which a destroyed, lost or stolen coupon appertains (with all appurtenant coupons not destroyed, lost or stolen), a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding, with coupons corresponding to the coupons, if any, appertaining to such destroyed, lost or stolen Security or to the Security to which such destroyed, lost or stolen coupon appertains.

     In case any such mutilated, destroyed, lost or stolen Security or coupon has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security or coupon (without surrender thereof except in the case of a mutilated Security or coupon) if the applicant for such payment shall furnish to the Company and the Trustee such security or indemnity as may be required by them to save each of them and any agent of any of them harmless, and in the case of destruction, loss or theft, evidence satisfactory to the Company and the Trustee and any agent of them of the destruction, loss or theft of such Security and the ownership thereof; provided, however, that the Principal of and any interest on Unregistered Securities shall, except as otherwise provided in Section 4.02, be payable only at an office or agency located outside the United States of America.

     Upon the issuance of any new Security under this Section, the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

     Every new Security of any series, with its coupons, if any, issued pursuant to this Section in lieu of any destroyed, lost or stolen Security or in exchange for any mutilated Security, or in exchange for a Security to which a mutilated, destroyed, lost or stolen coupon appertains, shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security and its coupons, if any, or the mutilated, destroyed, lost or

21

stolen coupon shall be at any time enforceable by anyone, and any such new Security and coupons, if any, shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that series and their coupons, if any, duly issued hereunder.

     The provisions of this Section are exclusive and shall preclude (to the extent lawful) any other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities or coupons.

     Section 2.09. Outstanding Securities. Securities outstanding at any time are all Securities that have been authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those paid pursuant to Section 2.08, those described in this Section 2.09 as not outstanding and those that have been defeased pursuant to Section 8.05.

     If a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a holder in due course.

     If the Paying Agent (other than the Company or an affiliate of the Company) holds on the maturity date or any redemption date or date for repurchase of the Securities money sufficient to pay Securities payable or to be redeemed or repurchased on that date, then on and after that date such Securities cease to be outstanding and interest on them shall cease to accrue.

     A Security does not cease to be outstanding because the Company or one of its affiliates holds such Security, provided, however, that, in determining whether the Holders of the requisite principal amount of the outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any affiliate of the Company shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities as to which a Responsible Officer of the Trustee has received written notice to be so owned shall be so disregarded. Any Securities so owned which are pledged by the Company, or by any affiliate of the Company, as security for loans or other obligations, otherwise than to another such affiliate of the Company, shall be deemed to be outstanding, if the pledgee is entitled pursuant to the terms of its pledge agreement and is free to exercise in its or his discretion the right to vote such securities, uncontrolled by the Company or by any such affiliate.

     Section 2.10. Temporary Securities. Until definitive Securities of any series are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Securities of such series. Temporary Securities of any series shall be substantially in the form of definitive Securities of such series but may have insertions, substitutions, omissions and other variations determined to be appropriate by the Officers executing the temporary Securities, as evidenced

22

by their execution of such temporary Securities. If temporary Securities of any series are issued, the Company will cause definitive Securities of such series to be prepared without unreasonable delay. After the preparation of definitive Securities of any series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series and tenor upon surrender of such temporary Securities at the office or agency of the Company designated for such purpose pursuant to Section 4.02, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of such series and tenor and authorized denominations. Until so exchanged, the temporary Securities of any series shall be entitled to the same benefits under this Indenture as definitive Securities of such series.

     Section 2.11. Cancellation. The Company at any time may deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold. The Registrar, any transfer agent and the Paying Agent shall forward to the Trustee any Securities surrendered to them for transfer, exchange or payment. The Trustee shall cancel and dispose of in accordance with its customary procedures all Securities surrendered for transfer, exchange, payment or cancellation and shall, upon written request of the Company, deliver a certificate of disposition to the Company. The Company may not issue new Securities to replace Securities it has paid in full or delivered to the Trustee for cancellation.

     Section 2.12. CUSIP Numbers. The Company in issuing the Securities may use “CUSIP” and “CINS” numbers (if then generally in use), and the Trustee shall use CUSIP numbers or CINS numbers, as the case may be, in notices of redemption or exchange as a convenience to Holders and no representation shall be made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of redemption or exchange. The Company will promptly notify the Trustee in writing of any change in the CUSIP or CINS numbers.

     Section 2.13. Defaulted Interest. If the Company defaults in a payment of interest on the Registered Securities, it shall pay, or shall deposit with the Paying Agent money in immediately available funds sufficient to pay, the defaulted interest plus (to the extent lawful) any interest payable on the defaulted interest (as may be specified in the terms thereof, established pursuant to Section 2.03) to the Persons who are Holders on a subsequent special record date, which shall mean the 15th day next preceding the date fixed by the Company for the payment of defaulted interest, whether or not such day is a Business Day. At least 15 days before such special record date, the Company shall mail to each Holder of such Registered Securities and to the Trustee a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.

23

     Section 2.14. Series May Include Tranches. A series of Securities may include one or more tranches (each a “tranche”) of Securities, including Securities issued in a Periodic Offering. The Securities of different tranches may have one or more different terms, including authentication dates and public offering prices, but all the Securities within each such tranche shall have identical terms, including authentication date and public offering price. Notwithstanding any other provision of this Indenture, with respect to Sections 2.02 (other than the fourth, sixth and seventh paragraphs thereof) through 2.04, 2.07, 2.08, 2.10, 3.01 through 3.05, 4.02, 6.01 through 6.14, 8.01 through 8.07, 9.02 and Section 12.07, if any series of Securities includes more than one tranche, all provisions of such sections applicable to any series of Securities shall be deemed equally applicable to each tranche of any series of Securities in the same manner as though originally designated a series unless otherwise provided with respect to such series or tranche pursuant to Section 2.03. In particular, and without limiting the scope of the next preceding sentence, any of the provisions of such sections which provide for or permit action to be taken with respect to a series of Securities shall also be deemed to provide for and permit such action to be taken instead only with respect to Securities of one or more tranches within that series (and such provisions shall be deemed satisfied thereby), even if no comparable action is taken with respect to Securities in the remaining tranches of that series.

ARTICLE 3
Redemption

     Section 3.01. Applicability of Article. The provisions of this Article 3 shall be applicable to the Securities of any series which are redeemable before their maturity or to any sinking fund for the retirement of Securities of a series except as otherwise specified as contemplated by Section 2.03 for Securities of such series.

     Section 3.02. Notice of Redemption; Partial Redemptions. Notice of redemption to the Holders of Registered Securities of any series to be redeemed as a whole or in part at the option of the Company shall be given by mailing notice of such redemption by first class mail, postage prepaid, at least 30 days and not more than 60 days prior to the date fixed for redemption to such Holders of Registered Securities of such series at their last addresses as they shall appear upon the registry books. Notice of redemption to the Holders of Unregistered Securities of any series to be redeemed as a whole or in part who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act, shall be given by mailing notice of such redemption, by first class mail, postage prepaid, at least 30 days and not more than 60 days prior to the date fixed for redemption, to such Holders at such addresses as were so furnished to the Trustee (and, in the case of any such notice given by the Company, the Trustee shall make such information available to the Company for such purpose). Notice of redemption to all other Holders of Unregistered Securities of any series to be redeemed as a whole or in part shall be published in an Authorized

24

Newspaper in The City of New York or with respect to any Security the interest on which is based on the offered quotations in the interbank Eurodollar market for dollar deposits in an Authorized Newspaper in London, in each case, once in each of three successive calendar weeks, the first publication to be not less than 30 days nor more than 60 days prior to the date fixed for redemption. Any notice which is mailed or published in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder receives the notice. Failure to give notice by mail, or any defect in the notice to the Holder of any Security of a series designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Security of such series.

     The notice of redemption to each such Holder shall specify the principal amount of each Security of such series held by such Holder to be redeemed, the CUSIP numbers of the Securities to be redeemed, the date fixed for redemption, the redemption price, or if not then ascertainable, the manner of calculation thereof, the place or places of payment, that payment will be made upon presentation and surrender of such Securities and, in the case of Securities with coupons attached thereto, of all coupons appertaining thereto maturing after the date fixed for redemption, that such redemption is pursuant to the mandatory or optional sinking fund, or both, if such be the case, that interest accrued to the date fixed for redemption will be paid as specified in such notice and that on and after said date interest thereon or on the portions thereof to be redeemed will cease to accrue. In case any Security of a series is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Security, a new Security or Securities of such series and tenor in principal amount equal to the unredeemed portion thereof will be issued.

     The notice of redemption of Securities of any series to be redeemed at the option of the Company shall be given by the Company or, at the Company’s written request at least 10 days prior to the last date on which notice of redemption may be given to Holders pursuant to the first paragraph of this Section 3.02 (or such shorter period as shall be acceptable to the Trustee) if all of the outstanding Securities are to be redeemed, or at least 15 days prior to the last date on which notice of redemption may be given to Holders pursuant to the first paragraph of this Section 3.02 (or such shorter period as shall be acceptable to the Trustee) if less than all the outstanding Securities of a series are to be redeemed, by the Trustee in the name and at the expense of the Company.

     On or before 10:00 a.m. New York City time on the redemption date or, in the case of Unregistered Securities, on or before 10:00 a.m. New York City time on the Business Day prior to the redemption date specified in the notice of redemption given as provided in this Section, the Company will deposit with the Trustee or with one or more Paying Agents (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.06) an amount of money sufficient to redeem on the redemption date all the

25

Securities of such series so called for redemption at the appropriate redemption price, together with accrued interest to the date fixed for redemption. If all of the outstanding Securities of a series are to be redeemed, the Company will deliver to the Trustee at least 10 days prior to the last date on which notice of redemption may be given to Holders pursuant to the first paragraph of this Section 3.02 (or such shorter period as shall be acceptable to the Trustee) an Officers’ Certificate stating that all such Securities are to be redeemed. If less than all the outstanding Securities of a series are to be redeemed, the Company will deliver to the Trustee at least 15 days prior to the last date on which notice of redemption may be given to Holders pursuant to the first paragraph of this Section 3.02 (or such shorter period as shall be acceptable to the Trustee) an Officers’ Certificate stating the aggregate principal amount of such Securities to be redeemed. In the case of any redemption of Securities (a) prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, or (b) pursuant to an election of the Company which is subject to a condition specified in the terms of such Securities or elsewhere in this Indenture, the Company shall deliver to the Trustee, prior to the giving of any notice of redemption to Holders pursuant to this Section, an Officers’ Certificate evidencing compliance with such restriction or condition.

     If less than all the Securities of a series are to be redeemed, the Trustee shall select, pro rata, by lot or in such manner as it shall deem appropriate and fair, and in accordance with the procedures of the Depositary, Securities of such series to be redeemed in whole or in part. Securities may be redeemed in part in principal amounts equal to authorized denominations for Securities of such series. The Trustee shall promptly notify the Company in writing of the Securities of such series selected for redemption and, in the case of any Securities of such series selected for partial redemption, the principal amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Security redeemed or to be redeemed only in part, to the portion of the principal amount of such Security which has been or is to be redeemed.

     Section 3.03. Payment of Securities Called for Redemption. If notice of redemption has been given as above provided, the Securities or portions of Securities specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable redemption price, together with interest accrued to the date fixed for redemption, and on and after such date (unless the Company shall default in the payment of such Securities at the redemption price, together with interest accrued to such date) interest on the Securities or portions of Securities so called for redemption shall cease to accrue, and the unmatured coupons, if any, appertaining thereto shall be void and, except as provided in Sections 7.12 and 8.02, such Securities shall cease from and after the date fixed for redemption to be entitled to any benefit under this Indenture, and the Holders thereof shall have no right in respect of such Securities except the right to receive the redemption price thereof and unpaid interest to the date fixed for redemption. On presentation and surrender of such Securities at a place of

26

payment specified in said notice, together with all coupons, if any, appertaining thereto maturing after the date fixed for redemption, said Securities or the specified portions thereof shall be paid and redeemed by the Company at the applicable redemption price, together with interest accrued thereon to the date fixed for redemption; provided that payment of interest becoming due on or prior to the date fixed for redemption shall be payable in the case of Securities with coupons attached thereto, to the Holders of the coupons for such interest upon surrender thereof, and in the case of Registered Securities, to the Holders of such Registered Securities registered as such on the relevant record date subject to the terms and provisions of Sections 2.04 and 2.13 hereof.

     If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal shall, until paid or duly provided for, bear interest from the date fixed for redemption at the rate of interest or Yield to Maturity (in the case of an Original Issue Discount Security) borne by such Security.

     If any Security with coupons attached thereto is surrendered for redemption and is not accompanied by all appurtenant coupons maturing after the date fixed for redemption, the surrender of such missing coupon or coupons may be waived by the Company and the Trustee, if there be furnished to each of them such security or indemnity as they may require to save each of them harmless.

     Upon presentation of any Security of any series redeemed in part only, the Company shall execute and the Trustee shall authenticate and deliver to or on the order of the Holder thereof, at the expense of the Company, a new Security or Securities of such series and tenor (with any unmatured coupons attached), of authorized denominations, in principal amount equal to the unredeemed portion of the Security so presented.

     Section 3.04. Exclusion of Certain Securities From Eligibility for Redemption. Securities shall be excluded from eligibility for selection for redemption if they are identified by registration and certificate number in a written statement signed by an authorized officer of the Company and delivered to the Trustee at least 40 days prior to the last date on which notice of redemption may be given as being owned of record and beneficially by, and not pledged or hypothecated by, either (a) the Company or (b) an entity specifically identified in such written statement as directly or indirectly controlling or controlled by or under direct or indirect common control with the Company.

     Section 3.05. Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of the Securities of any series is herein referred to as an “optional sinking fund payment”. The date on which a sinking fund payment is to be made is herein referred to as the “sinking fund payment date”.

27

     In lieu of making all or any part of any mandatory sinking fund payment with respect to any series of Securities in cash, the Company may at its option (a) deliver to the Trustee Securities of such series theretofore purchased or otherwise acquired (except through a mandatory sinking fund payment) by the Company or receive credit for Securities of such series (not previously so credited) theretofore purchased or otherwise acquired (except as aforesaid) by the Company and delivered to the Trustee for cancellation pursuant to Section 2.11, (b) receive credit for optional sinking fund payments (not previously so credited) made pursuant to this Section, or (c) receive credit for Securities of such series (not previously so credited) redeemed by the Company at the option of the Company pursuant to the terms of such Securities or through any optional sinking fund payment. Securities so delivered or credited shall be received or credited by the Trustee at the sinking fund redemption price specified in such Securities.

     On or before the sixtieth day next preceding each sinking fund payment date for any series, or such shorter period as shall be acceptable to the Trustee, the Company will deliver to the Trustee an Officers’ Certificate (a) specifying the portion of the mandatory sinking fund payment to be satisfied by payment of cash and the portion to be satisfied by credit of specified Securities of such series and the basis for such credit, (b) stating that none of the specified Securities of such series has theretofore been so credited, (c) stating that no defaults in the payment of interest or Events of Default with respect to such series have occurred (which have not been waived or cured) and are continuing and (d) stating whether or not the Company intends to exercise its right to make an optional sinking fund payment with respect to such series and, if so, specifying the amount of such optional sinking fund payment which the Company intends to pay on or before the next succeeding sinking fund payment date. Any Securities of such series to be credited and required to be delivered to the Trustee in order for the Company to be entitled to credit therefor as aforesaid which have not theretofore been delivered to the Trustee shall be delivered for cancellation pursuant to Section 2.11 to the Trustee with such Officers’ Certificate (or reasonably promptly thereafter if acceptable to the Trustee). Such Officers’ Certificate shall be irrevocable and upon its receipt by the Trustee the Company shall become unconditionally obligated to make all the cash payments or delivery of Securities therein referred to, if any, on or before the next succeeding sinking fund payment date. Failure of the Company, on or before any such sixtieth day, to deliver such Officer’s Certificate and Securities specified in this paragraph, if any, shall not constitute a default but shall constitute, on and as of such date, the irrevocable election of the Company (i) that the mandatory sinking fund payment for such series due on the next succeeding sinking fund payment date shall be paid entirely in cash without the option to deliver or credit Securities of such series in respect thereof and (ii) that the Company will make no optional sinking fund payment with respect to such series as provided in this Section.

     If the sinking fund payment or payments (mandatory or optional or both) to be made in cash on the next succeeding sinking fund payment date plus any unused balance of any preceding sinking fund payments made in cash shall

28

exceed $50,000 (or a lesser sum if the Company shall so request with respect to the Securities of any series), such cash shall be applied on the next succeeding sinking fund payment date to the redemption of Securities of such series at the sinking fund redemption price thereof together with accrued interest thereon to the date fixed for redemption. If such amount shall be $50,000 (or such lesser sum) or less and the Company makes no such request then it shall be carried over until a sum in excess of $50,000 (or such lesser sum) is available. The Trustee shall select, in the manner provided in Section 3.02, for redemption on such sinking fund payment date a sufficient principal amount of Securities of such series to absorb said cash, as nearly as may be, and shall (if requested in writing by the Company) inform the Company of the serial numbers of the Securities of such series (or portions thereof) so selected. Securities shall be excluded from eligibility for redemption under this Section if they are identified by registration and certificate number in an Officers’ Certificate delivered to the Trustee at least 60 days prior to the sinking fund payment date as being owned of record and beneficially by, and not pledged or hypothecated by either (a) the Company or (b) an entity specifically identified in such Officers’ Certificate as directly or indirectly controlling or controlled by or under direct or indirect common control with the Company. The Trustee, in the name and at the expense of the Company (or the Company, if it shall so request the Trustee in writing) shall cause notice of redemption of the Securities of such series to be given in substantially the manner provided in Section 3.02 (and with the effect provided in Section 3.03) for the redemption of Securities of such series in part at the option of the Company. The amount of any sinking fund payments not so applied or allocated to the redemption of Securities of such series shall be added to the next cash sinking fund payment for such series and, together with such payment, shall be applied in accordance with the provisions of this Section. Any and all sinking fund moneys held on the stated maturity date of the Securities of any particular series (or earlier, if such maturity is accelerated), which are not held for the payment or redemption of particular Securities of such series shall be applied, together with other moneys, if necessary, sufficient for the purpose, to the payment of the Principal of, and interest on, the Securities of such series at maturity.

     On or before 10:00 a.m. New York City time on each sinking fund payment date or, in the case of Unregistered Securities, 10:00 a.m. New York City time on the Business Day prior to the sinking fund payment date, the Company shall pay to the Trustee in cash or shall otherwise provide for the payment of all interest accrued to the date fixed for redemption on Securities to be redeemed on the next following sinking fund payment date.

     The Trustee shall not redeem or cause to be redeemed any Securities of a series with sinking fund moneys or mail any notice of redemption of Securities of such series by operation of the sinking fund during the continuance of a Default in payment of interest on such Securities or of any Event of Default except that, where the mailing of notice of redemption of any Securities shall theretofore have been made, the Trustee shall redeem or cause to be redeemed such Securities, provided that it shall have received from the Company a sum sufficient for such

29

redemption. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such Default or Event of Default shall occur, and any moneys thereafter paid into the sinking fund, shall, during the continuance of such Default or Event of Default, be deemed to have been collected under Article 6 and held for the payment of all such Securities. In case such Event of Default shall have been waived as provided in Section 6.04 or the Default cured on or before the sixtieth day preceding the sinking fund payment date in any year, such moneys shall thereafter be applied on the next succeeding sinking fund payment date in accordance with this Section to the redemption of such Securities.

ARTICLE 4
Covenants

     Section 4.01. Payment of Securities. The Company shall pay the Principal of and interest on the Securities on the dates and in the manner provided in the Securities and this Indenture. The interest on Securities with coupons attached (together with any additional amounts payable pursuant to the terms of such Securities) shall be payable only upon presentation and surrender of the several coupons for such interest installments as are evidenced thereby as they severally mature. The interest on any temporary Unregistered Securities (together with any additional amounts payable pursuant to the terms of such Securities) shall be paid, as to the installments of interest evidenced by coupons attached thereto, if any, only upon presentation and surrender thereof, and, as to the other installments of interest, if any, only upon presentation of such Unregistered Securities for notation thereon of the payment of such interest. The interest on Registered Securities (together with any additional amounts payable pursuant to the terms of such Securities) shall be payable only to the Holders thereof (subject to Section 2.04) and at the option of the Company may be paid by mailing checks for such interest payable to or upon the written order of such Holders at their last addresses as they appear on the Security Register of the Company.

     Notwithstanding any provisions of this Indenture and the Securities of any series to the contrary, if the Company and a Holder of any Registered Security so agree, payments of interest on, and any portion of the Principal of, such Holder’s Registered Security (other than interest payable at maturity or on any redemption or repayment date or the final payment of Principal on such Security) shall be made by the Paying Agent, upon receipt from the Company of immediately available funds by 11:00 A.M., New York City time (or such other time as may be agreed to between the Company and the Paying Agent), directly to the Holder of such Security (by Federal funds wire transfer or otherwise) if the Holder has delivered written instructions to the Trustee 15 days prior to such payment date requesting that such payment will be so made and designating the bank account to which such payments shall be so made and in the case of payments of Principal, surrenders the same to the Trustee in exchange for a Security or Securities aggregating the same principal amount as the unredeemed principal amount of the Securities surrendered. The Trustee shall be entitled to conclusively rely on the

30

last instruction delivered by the Holder pursuant to this Section 4.01 unless a new instruction is delivered 15 days prior to a payment date. The Company will indemnify and hold each of the Trustee and any Paying Agent harmless against any loss, liability or expense (including attorneys’ fees and expenses) resulting from any act or omission to act on the part of the Company or any such Holder in connection with any such agreement or from making any payment in accordance with any such agreement.

     The Company shall pay interest on overdue Principal, and interest on overdue installments of interest, to the extent lawful, at the rate per annum specified in the Securities.

     Section 4.02. Maintenance of Office or Agency. The Company will maintain in the United States of America, an office or agency where Securities may be surrendered for registration of transfer or exchange or for presentation for payment and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company hereby initially designates the Corporate Trust Office of the Trustee, located in New York, New York, as such office or agency of the Company. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the address of the Trustee set forth in Section 12.02.

     The Company will maintain one or more agencies in a city or cities located outside the United States of America (including any city in which such an agency is required to be maintained under the rules of any stock exchange on which the Securities of any series are listed) where the Unregistered Securities, if any, of each series and coupons, if any, appertaining thereto may be presented for payment. No payment on any Unregistered Security or coupon will be made upon presentation of such Unregistered Security or coupon at an agency of the Company within the United States of America nor will any payment be made by transfer to an account in, or by mail to an address in, the United States of America unless, pursuant to applicable United States laws and regulations then in effect, such payment can be made without adverse tax consequences to the Company. Notwithstanding the foregoing, if full payment in United States Dollars (“Dollars”) at each agency maintained by the Company outside the United States of America for payment on such Unregistered Securities or coupons appertaining thereto is illegal or effectively precluded by exchange controls or other similar restrictions, payments in Dollars of Unregistered Securities of any series and coupons appertaining thereto which are payable in Dollars may be made at an agency of the Company maintained in the United States of America.

     The Company may also from time to time designate one or more other offices or agencies where the Securities of any series may be presented or surrendered for any or all such purposes and may from time to time rescind such

31

designations; provided that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the United States of America for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

     [[Each of] the Guarantor[s] will maintain in the United States of America, an office or agency where notices and demands to or upon [any] [the] Guarantor in respect of the Guarantee[s] and this Indenture may be served. [Each of] the Guarantor[s] hereby initially designates the Corporate Trust Office of the Trustee, located in New York, New York, as such office or agency of [each] such Guarantor. [Each of] the Guarantor[s] will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time [any] [the] Guarantor shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the address of the Trustee set forth in Section 12.02.]

     Section 4.03. Securityholders’ Lists. The Company will furnish or cause to be furnished to the Trustee a list in such form as the Trustee may reasonably require of the names and addresses of the holders of the Securities pursuant to Section 312 of the Trust Indenture Act of 1939 (a) semi-annually not more than 15 days after each record date for the payment of semi-annual interest on the Securities, as hereinabove specified, as of such record date, and (b) at such other times as the Trustee may request in writing, within thirty days after receipt by the Company of any such request as of a date not more than 15 days prior to the time such information is furnished.

     Section 4.04. Certificate to Trustee. The Company will furnish to the Trustee annually, on or before a date not more than 120 days after the end of its fiscal year (which, on the date hereof, is a calendar year), a brief certificate (which need not contain the statements required by Section 12.04) from its principal executive, financial or accounting officer as to his or her knowledge of the compliance of the Company with all conditions and covenants under this Indenture (such compliance to be determined without regard to any period of grace or requirement of notice provided under this Indenture) which certificate shall comply with the requirements of the Trust Indenture Act.

     Section 4.05. Reports by the Company. The Company covenants to file with the Trustee, within 15 days after the Company files the same with the Commission, copies of the annual reports and of the information, documents, and other reports which the Company may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained

32

therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

     Section 4.06. Additional Amounts. If the Securities of a series provide for the payment of additional amounts, at least 10 days prior to the first interest payment date with respect to that series of Securities and at least 10 days prior to each date of payment of Principal of or interest on the Securities of that series if there has been a change with respect to the matters set forth in the below-mentioned Officers’ Certificate, the Company shall furnish to the Trustee and the principal paying agent, if other than the Trustee, an Officers’ Certificate instructing the Trustee and such paying agent whether such payment of Principal of or interest on the Securities of that series shall be made to Holders of the Securities of that series without withholding or deduction for or on account of any tax, assessment or other governmental charge described in the Securities of that series. If any such withholding or deduction shall be required, then such Officers’ Certificate shall specify by country the amount, if any, required to be withheld or deducted on such payments to such Holders and shall certify the fact that additional amounts will be payable and the amounts so payable to each Holder, and the Company shall pay to the Trustee or such paying agent the additional amounts required to be paid by this Section. The Company covenants to indemnify the Trustee and any paying agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence or willful misconduct on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers’ Certificate furnished pursuant to this Section.

     Whenever in this Indenture there is mentioned, in any context, the payment of the Principal of or interest or any other amounts on, or in respect of, any Security of any series, such mention shall be deemed to include mention of the payment of additional amounts provided by the terms of such series established hereby or pursuant hereto to the extent that, in such context, additional amounts are, were or would be payable in respect thereof pursuant to such terms, and express mention of the payment of additional amounts (if applicable) in any provision hereof shall not be construed as excluding the payment of additional amounts in those provisions hereof where such express mention is not made.

     Section 4.07. Calculation of Original Issue Discount. The Company shall file with the Trustee promptly at the end of each calendar year (i) a written notice specifying the amount of original issue discount (including daily rates and accrual periods) accrued on outstanding Securities as of the end of such year and (ii) such other specific information relating to such original issue discount as may then be relevant under the Internal Revenue Code of 1986, as amended from time to time.

33

ARTICLE 5
Successor Corporation

     Section 5.01. When Company May Merge, Etc. [Neither the] [The] Company [nor [any] [the] Guarantor] shall [not] consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (in one transaction or a series of related transactions) to, any Person unless:

     (a) (i) the Company [or [such] [the] Guarantor, as the case may be,] shall be the continuing Person or (ii) the Person (if other than the Company [or [such] [the] Guarantor, as the case may be,]) formed by such consolidation or into which the Company [or [such] [the] Guarantor, as the case may be,] is merged or to which properties and assets of the Company [or [such] [the] Guarantor, as the case may be,] shall be sold, conveyed, transferred or leased shall be a Person organized and validly existing under the laws of the United States of America or any jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the obligations of the Company [or [such] [the] Guarantor, as the case may be,] on all of the Securities [or the Guarantee[s], as the case may be,] and under this Indenture and the Company [or [such] [the] Guarantor, as the case may be,];

     (b) immediately after giving effect to the transaction, no Default shall have occurred and be continuing; and

     (c) the Company shall have delivered to the Trustee (A) an Opinion of Counsel stating that such consolidation, merger or sale, conveyance, transfer or lease and such supplemental indenture (if any) complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with and that such supplemental indenture (if any) constitutes the legal, valid and binding obligation of the Company [or [such] [the] Guarantor, as the case may be,] and [any] such successor enforceable against such entity in accordance with its terms, subject to customary exceptions and (B) an Officers’ Certificate to the effect that immediately after giving effect to such transaction, no Default shall have occurred and be continuing.

     Section 5.02. Successor Substituted. Upon any consolidation or merger, or any sale, conveyance, transfer, lease or other disposition of all or substantially all of the property and assets of the Company [or [any] [the] Guarantor] in accordance with Section 5.01 of this Indenture, the successor Person formed by such consolidation or into which the Company [or [such] [the] Guarantor, as the case may be,] is merged or to which such sale, conveyance, transfer, lease or other disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company [or [such] [the] Guarantor, as the case may be,] under this Indenture with the same effect as if such successor Person had been named as the Company [or [a] [the] Guarantor, as the case may be,] herein and thereafter the predecessor Person, except in the case of a lease, shall be

34

relieved of all obligations and covenants under this Indenture[,] [and] the Securities [and the Guarantee[s], as applicable].

ARTICLE 6
Default and Remedies

     Section 6.01. Events of Default. An “Event of Default” shall occur with respect to the Securities of any series if:

     (a) the Company defaults in the payment of the Principal of any Security of such series when the same becomes due and payable at maturity, upon acceleration, redemption or mandatory repurchase, including as a sinking fund installment, or otherwise;

     (b) the Company defaults in the payment of interest on any Security of such series when the same becomes due and payable, and such default continues for a period of 30 days;

     (c) a failure by the Company [or [any] [the] Guarantor] to comply with its agreements contained in this Indenture (other than those referenced in clauses (a) and (b) above) and such failure continues for 90 days after written notice to the Company [or [any such] [the] Guarantor, as applicable,] by the Trustee or to the Company [or [any such] [the] Guarantor, as applicable,] and the Trustee by the Holders of 25% or more in aggregate principal amount of the outstanding Securities of each series affected thereby (acting as a separate series) specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder;

     (d) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Company in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or for any substantial part of its property or ordering the winding up or liquidation of its affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days;

     (e) the Company (i) commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, (ii) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or for all or substantially all of the property and assets of the Company or (iii) effects any general assignment for the benefit of creditors;

     (f) [any Guarantee ceases to be in full force and effect (except as contemplated by the terms of this Indenture) or is declared null and void in a

35

judicial proceeding or the [applicable] Guarantor denies or disaffirms its obligations under this Indenture or Guarantee; or]

     (g) any other Event of Default established pursuant to Section 2.03 with respect to the Securities of such series occurs.

     No Event of Default with respect to a single series of Securities issued hereunder (and under or pursuant to any supplemental indenture, Officers’ Certificate or Board Resolution) specific to such series shall constitute an Event of Default with respect to any other series of Securities unless otherwise provided in this Indenture or any supplemental indenture, Officers’ Certificate or Board Resolution with respect to any other series of Securities.

     Section 6.02. Acceleration. (a) If an Event of Default other than as described in clauses (d) or (e) of Section 6.01 with respect to the Securities of any series then outstanding occurs and is continuing, then, and in each and every such case, except for any series of Securities the principal of which shall have already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount of the Securities of any such series then outstanding hereunder by notice in writing to the Company (and to the Trustee if given by Securityholders), may declare the entire principal (or, if the Securities of any such series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series established pursuant to Section 2.03) of all Securities of such series, and the interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable.

     (b) If an Event of Default described in clauses (d) or (e) of Section 6.01 occurs and is continuing, then the principal amount (or, if any Securities are Original Issue Discount Securities, such portion of the principal as may be specified in the terms thereof established pursuant to Section 2.03) of all the Securities then outstanding and interest accrued thereon, if any, shall be and become immediately due and payable, without any notice or other action by any Holder or the Trustee, to the full extent permitted by applicable law.

     The foregoing provisions, however, are subject to the condition that if, at any time after the principal (or, if the Securities are Original Issue Discount Securities, such portion of the principal as may be specified in the terms thereof established pursuant to Section 2.03) of the Securities of any series (or of all the Securities, as the case may be) shall have been so declared or become due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of interest upon all the Securities of each such series (or of all the Securities, as the case may be) and the principal of any and all Securities of each such series (or of all the Securities, as the case may be) which shall have become due otherwise than by acceleration (with interest upon such principal and, to the

36

extent that payment of such interest is enforceable under applicable law, on overdue installments of interest, at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of each such series to the date of such payment or deposit) and such amount as shall be sufficient to cover all amounts owing the Trustee under Section 7.07, and if any and all Events of Default under this Indenture, other than the non-payment of the principal of Securities which shall have become due by acceleration, shall have been cured, waived or otherwise remedied as provided herein, then and in every such case the Holders of a majority in aggregate principal amount of all the then outstanding Securities of all such series that have been accelerated (voting as a single class), by written notice to the Company and to the Trustee, may waive all defaults with respect to all such series (or with respect to all the Securities, as the case may be) and rescind and annul such declaration and its consequences, but no such waiver or rescission and annulment shall extend to or shall affect any subsequent default or shall impair any right consequent thereon.

     For all purposes under this Indenture, if a portion of the principal of any Original Issue Discount Securities shall have been accelerated and declared or become due and payable pursuant to the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulled, the principal amount of such Original Issue Discount Securities shall be deemed, for all purposes hereunder, to be such portion of the principal thereof as shall be due and payable as a result of such acceleration, and payment of such portion of the principal thereof as shall be due and payable as a result of such acceleration, together with interest, if any, thereon and all other amounts owing thereunder, shall constitute payment in full of such Original Issue Discount Securities.

     Section 6.03. Other Remedies. If a payment default or an Event of Default with respect to the Securities of any series occurs and is continuing, the Trustee may pursue, in its own name or as trustee of an express trust, any available remedy by proceeding at law or in equity to collect the payment of Principal of and interest on the Securities of such series or to enforce the performance of any provision of the Securities of such series or this Indenture.

     The Trustee may maintain a proceeding even if it does not possess any of the Securities or does not produce any of them in the proceeding.

     Section 6.04. Waiver of Past Defaults. Subject to Sections 6.02, 6.07 and 9.02, the Holders of at least a majority in principal amount (or, if the Securities are Original Issue Discount Securities, such portion of the principal as is then accelerable under Section 6.02) of the outstanding Securities of all series affected (voting as a single class), by notice to the Trustee, may waive an existing Default or Event of Default with respect to the Securities of such series and its consequences, except a Default in the payment of Principal of or interest on any Security as specified in clauses (a) or (b) of Section 6.01 or in respect of a covenant or provision of this Indenture which cannot be modified or amended

37

without the consent of the Holder of each outstanding Security affected. Upon any such waiver, such Default shall cease to exist, and any Event of Default with respect to the Securities of such series arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto.

     Section 6.05. Control by Majority. Subject to Sections 7.01 and 7.02(e), the Holders of at least a majority in aggregate principal amount (or, if any Securities are Original Issue Discount Securities, such portion of the principal as is then accelerable under Section 6.02) of the outstanding Securities of any series may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Securities of such series by this Indenture; provided, that the Trustee may refuse to follow any direction that conflicts with law or this Indenture, that may involve the Trustee in personal liability or that the Trustee determines in good faith may be unduly prejudicial to the rights of Holders not joining in the giving of such direction; and provided further, that the Trustee may take any other action it deems proper that is not inconsistent with any directions received from Holders of Securities pursuant to this Section 6.05.

     Section 6.06. Limitation on Suits. No Holder of any Security of any series may institute any proceeding, judicial or otherwise, with respect to this Indenture or the Securities of any series, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

     (a) such Holder has previously given to the Trustee written notice of a continuing Event of Default with respect to the Securities of such series;

     (b) the Holders of at least 25% in aggregate principal amount of outstanding Securities of such series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;

     (c) such Holder or Holders have offered to the Trustee indemnity reasonably satisfactory to the Trustee against any costs, liabilities or expenses to be incurred in compliance with such request;

     (d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

     (e) during such 60-day period, the Holders of a majority in aggregate principal amount of the outstanding Securities of such series have not given the Trustee a direction that is inconsistent with such written request.

     A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over such other Holder (it being

38

understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders).

     Section 6.07. Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder of a Security to receive payment of Principal of or interest, if any, on such Holder’s Security on or after the respective due dates expressed on such Security, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

     Section 6.08. Collection Suit by Trustee. If an Event of Default with respect to the Securities of any series in payment of Principal or interest specified in clause (a) or (b) of Section 6.01 occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company for the whole amount (or such portion thereof as specified in the terms established pursuant to Section 2.03 of Original Issue Discount Securities) of Principal of, and accrued interest remaining unpaid on, together with interest on overdue Principal of, and, to the extent that payment of such interest is lawful, interest on overdue installments of interest on, the Securities of such series, in each case at the rate or Yield to Maturity (in the case of Original Issue Discount Securities) specified in such Securities, and such further amount as shall be sufficient to cover all amounts owing the Trustee under Section 7.07.

     Section 6.09. Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for amounts due the Trustee under Section 7.07) and the Holders allowed in any judicial proceedings relative to the Company (or any other obligor on the Securities), its creditors or its property and shall be entitled and empowered to collect and receive any moneys, securities or other property payable or deliverable upon conversion or exchange of the Securities or upon any such claims and to distribute the same, and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it under Section 7.07. Nothing herein contained shall be deemed to empower the Trustee to authorize or consent to, or accept or adopt on behalf of any Holder, any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

     Section 6.10. Application of Proceeds. Any moneys collected by the Trustee pursuant to this Article in respect of the Securities of any series shall be applied in the following order at the date or dates fixed by the Trustee and, in case of the distribution of such moneys on account of Principal or interest, upon presentation of the several Securities and coupons appertaining to such Securities

39

in respect of which moneys have been collected and noting thereon the payment, or issuing Securities of such series and tenor in reduced principal amounts in exchange for the presented Securities of such series and tenor if only partially paid, or upon surrender thereof if fully paid:

     FIRST: To the payment of all amounts due the Trustee under Section 7.07 applicable to the Securities of such series in respect of which moneys have been collected;

     SECOND: Subject to Article 11, in case the principal of the Securities of such series in respect of which moneys have been collected shall not have become and be then due and payable, to the payment of interest on the Securities of such series in default in the order of the maturity of the installments of such interest, with interest (to the extent that such interest has been collected by the Trustee) upon the overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in such Securities, such payments to be made ratably to the persons entitled thereto, without discrimination or preference;

     THIRD: Subject to Article 11, in case the principal of the Securities of such series in respect of which moneys have been collected shall have become and shall be then due and payable, to the payment of the whole amount then owing and unpaid upon all the Securities of such series for Principal and interest, with interest upon the overdue Principal, and (to the extent that such interest has been collected by the Trustee) upon overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such series; and in case such moneys shall be insufficient to pay in full the whole amount so due and unpaid upon the Securities of such series, then to the payment of such Principal and interest or Yield to Maturity, without preference or priority of Principal over interest or Yield to Maturity, or of interest or Yield to Maturity over Principal, or of any installment of interest over any other installment of interest, or of any Security of such series over any other Security of such series, ratably to the aggregate of such Principal and accrued and unpaid interest or Yield to Maturity; and

     FOURTH: To the payment of the remainder, if any, to the Company or any other person lawfully entitled thereto.

     Section 6.11. Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then, and in every such case, subject to any determination in such proceeding, the Company, [the Guarantor[s],] the Trustee and the Holders shall be restored to

40

their former positions hereunder and thereafter all rights and remedies of the Company, [the Guarantor[s],] the Trustee and the Holders shall continue as though no such proceeding had been instituted.

     Section 6.12. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, in either case in respect to the Securities of any series, a court may require any party litigant in such suit (other than the Trustee) to file an undertaking to pay the costs of the suit, and the court may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant (other than the Trustee) in the suit having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.12 does not apply to a suit by a Holder pursuant to Section 6.07, a suit instituted by the Trustee or a suit by Holders of more than 10% in principal amount of the outstanding Securities of such series.

     Section 6.13. Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or wrongfully taken Securities in Section 2.08, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

     Section 6.14. Delay or Omission not Waiver. No delay or omission of the Trustee or of any Holder to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article 6 or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

ARTICLE 7
Trustee

     Section 7.01. General. The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act and as set forth herein. Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, unless it receives indemnity satisfactory to it against any loss, liability or expense. Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or

41

affording protection to the Trustee shall be subject to the provisions of this Article 7.

     Section 7.02. Certain Rights of Trustee. Subject to Trust Indenture Act Sections 315(a) through (d):

     (a) the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, Officers’ Certificate, Opinion of Counsel (or both), statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper person or persons. The Trustee need not investigate any fact or matter stated in the document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation;

     (b) before the Trustee acts or refrains from acting, it may require an Officers’ Certificate and/or an Opinion of Counsel, which shall conform to Section 12.04 and shall cover such other matters as the Trustee may reasonably request. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion. Subject to Sections 7.01 and 7.02, whenever in the administration of the trusts of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers’ Certificate delivered to the Trustee, and such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted by it under the provisions of this Indenture upon the faith thereof;

     (c) the Trustee may act through its attorneys and agents not regularly in its employ and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care;

     (d) any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officers’ Certificate (unless other evidence in respect thereof be herein specifically prescribed); and any Board Resolution may be evidenced to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Company;

     (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of

42

the Holders, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction;

     (f) the Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within its rights or powers or for any action it takes or omits to take in accordance with the direction of the Holders in accordance with Section 6.05 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture;

     (g) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

     (h) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, Officers’ Certificate, Opinion of Counsel, Board Resolution, statement, instrument, opinion, report, notice, request, consent, order, approval, appraisal, bond, debenture, note, coupon, security, or other paper or document unless requested in writing so to do by the Holders of not less than a majority in aggregate principal amount of the Securities of all series affected then outstanding; provided that, if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require indemnity satisfactory to it against such expenses or liabilities as a condition to proceeding;

     (i) in no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action;

     (j) the Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture;

     (k) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder;

43

     (l) the Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder; and

     (m) the Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized to take specified actions pursuant to this Indenture.

     Section 7.03. Individual Rights of Trustee. The Trustee, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not the Trustee. Any Agent may do the same with like rights. However, the Trustee is subject to Trust Indenture Act Sections 310(b) and 311. For purposes of Trust Indenture Act Section 311(b)(4) and (6), the following terms shall mean:

     (a) “cash transaction” means any transaction in which full payment for goods or securities sold is made within seven days after delivery of the goods or securities in currency or in checks or other orders drawn upon banks or bankers and payable upon demand; and

     (b) “self-liquidating paper” means any draft, bill of exchange, acceptance or obligation which is made, drawn, negotiated or incurred by the Company for the purpose of financing the purchase, processing, manufacturing, shipment, storage or sale of goods, wares or merchandise and which is secured by documents evidencing title to, possession of, or a lien upon, the goods, wares or merchandise or the receivables or proceeds arising from the sale of the goods, wares or merchandise previously constituting the security, provided the security is received by the Trustee simultaneously with the creation of the creditor relationship with the Company arising from the making, drawing, negotiating or incurring of the draft, bill of exchange, acceptance or obligation.

     Section 7.04. Trustee’s Disclaimer. The recitals contained herein and in the Securities (except the Trustee’s certificate of authentication) shall be taken as statements of the Company and not of the Trustee and the Trustee assumes no responsibility for the correctness of the same. Neither the Trustee nor any of its agents (a) makes any representation as to the validity or adequacy of this Indenture[, the Guarantee[s]] or the Securities and (b) shall be accountable for the Company’s use or application of the proceeds from the Securities.

     Section 7.05. Notice of Default. If any Default with respect to the Securities of any series occurs and is continuing and if such Default is known to the actual knowledge of a Responsible Officer with the corporate trust department of the Trustee, the Trustee shall give to each Holder of Securities of such series notice of such Default within 90 days after it occurs (a) if any Unregistered Securities of such series are then outstanding, to the Holders thereof, by publication at least once in an Authorized Newspaper in the Borough of Manhattan, The City of New York and at least once in an Authorized Newspaper

44

in London and (b) to all Holders of Securities of such series in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act, unless such Default shall have been cured or waived before the mailing or publication of such notice; provided, however, that, except in the case of a Default in the payment of the Principal of or interest on any Security, the Trustee shall be protected in withholding such notice if the Trustee in good faith determines that the withholding of such notice is in the interests of the Holders.

     Section 7.06. Reports by Trustee to Holders. The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto. If required by Section 313(a) of the Trust Indenture Act, the Trustee shall, within 60 days after each July 15 following the date of this Indenture, deliver to Holders a brief report, dated as of such July 15, which complies with the provisions of such Section 313(a).

     A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which any Securities are listed, with the Commission and with the Company. The Company will promptly notify the Trustee in writing when any Securities are listed on any stock exchange and of any delisting thereof.

     Section 7.07. Compensation and Indemnity. The Company shall pay to the Trustee such compensation as shall be agreed upon in writing from time to time for its services. The compensation of the Trustee shall not be limited by any law on compensation of a Trustee of an express trust. The Company shall reimburse the Trustee and any predecessor Trustee upon request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee or such predecessor Trustee. Such expenses shall include the reasonable compensation and expenses of the Trustee’s or such predecessor Trustee’s agents, counsel and other persons not regularly in their employ.

     The Company shall indemnify the Trustee and any predecessor Trustee for, and hold them harmless against, any loss, damage, claim, cost, liability or expense incurred by them without negligence or bad faith on their part arising out of or in connection with the acceptance or administration of this Indenture and the Securities or the issuance of the Securities or of series thereof or the trusts hereunder and the performance of duties under this Indenture and the Securities, including the costs and expenses of defending themselves against or investigating any claim (whether asserted by the Company, [a Guarantor,] a Holder or any other Person) or liability and of complying with any process served upon them or any of their officers in connection with the exercise or performance of any of their powers or duties under this Indenture and the Securities.

     To secure the Company’s payment obligations in this Section 7.07, the Trustee shall have a lien prior to the Securities on all money or property held or

45

collected by the Trustee, in its capacity as Trustee, except money or property held in trust to pay Principal of, and interest on particular Securities.

     The obligations of the Company under this Section to compensate and indemnify the Trustee and each predecessor Trustee and to pay or reimburse the Trustee and each predecessor Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture or the rejection or termination of this Indenture under bankruptcy law. Such additional indebtedness shall be a senior claim to that of the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities or coupons, and the Securities are hereby subordinated to such senior claim. Without prejudice to any other rights available to the Trustee under applicable law, if the Trustee renders services and incurs expenses following an Event of Default under Section 6.01(d) or Section 6.01(e) hereof, the parties hereto and the holders by their acceptance of the Securities hereby agree that such expenses are intended to constitute expenses of administration under any bankruptcy law.

     Section 7.08. Replacement of Trustee. A resignation or removal of the Trustee as Trustee with respect to the Securities of any series and appointment of a successor Trustee as Trustee with respect to the Securities of any series shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08.

     The Trustee may resign as Trustee with respect to the Securities of any series at any time by so notifying the Company in writing. The Holders of a majority in principal amount of the outstanding Securities of any series may remove the Trustee as Trustee with respect to the Securities of such series by so notifying the Trustee in writing and may appoint a successor Trustee with respect thereto with the consent of the Company. The Company may remove the Trustee as Trustee with respect to the Securities of any series if: (i) the Trustee is no longer eligible under Section 7.11 of this Indenture; (ii) the Trustee is adjudged a bankrupt or insolvent; (iii) a receiver or other public officer takes charge of the Trustee or its property; or (iv) the Trustee becomes incapable of acting.

     If the Trustee resigns or is removed as Trustee with respect to the Securities of any series, or if a vacancy exists in the office of Trustee with respect to the Securities of any series for any reason, the Company shall promptly appoint a successor Trustee with respect thereto. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the outstanding Securities of such series may appoint a successor Trustee in respect of such Securities to replace the successor Trustee appointed by the Company. If the successor Trustee with respect to the Securities of any series does not deliver its written acceptance required by Section 7.09 within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Securities of such series may

46

petition at the expense of the Company any court of competent jurisdiction for the appointment of a successor Trustee with respect thereto.

     The Company shall give notice of any resignation and any removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee in respect of the Securities of such series to all Holders of Securities of such series. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office.

     Notwithstanding replacement of the Trustee with respect to the Securities of any series pursuant to this Section 7.08 and Section 7.09, the Company’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

     Section 7.09. Acceptance of Appointment by Successor. In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges and subject to the lien provided for in Section 7.07, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

     In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental

47

indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates.

     Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the first or second preceding paragraph, as the case may be.

     No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be eligible under this Article and qualified under Section 310(b) of the Trust Indenture Act.

     Section 7.10. Successor Trustee by Merger, Etc. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation or national banking association, the resulting, surviving or transferee corporation or national banking association without any further act shall be the successor Trustee with the same effect as if the successor Trustee had been named as the Trustee herein.

     Section 7.11. Eligibility. This Indenture shall always have a Trustee who satisfies the requirements of Trust Indenture Act Section 310(a). The Trustee shall have a combined capital and surplus of at least $25,000,000 as set forth in its most recent published annual report of condition.

     Section 7.12. Money Held in Trust. The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law and except for money held in trust under Article 8 of this Indenture.

ARTICLE 8
Satisfaction and Discharge of Indenture; Unclaimed Moneys

     Section 8.01. Satisfaction and Discharge of Indenture. If at any time (a) the Company shall have paid or caused to be paid the Principal of and interest on all the Securities of any series outstanding hereunder (other than Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.08) as and when the same shall have become due and payable, (b) the Company shall have delivered to the Trustee for

48

cancellation all Securities of any series theretofore authenticated (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) or (c) (i) all the securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company shall have irrevocably deposited or caused to be deposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid by the Trustee or any paying agent to the Company in accordance with Section 8.04) or U.S. Government Obligations, maturing as to principal and interest in such amounts and at such times as will insure (without consideration of the reinvestment of such interest) the availability of cash, or a combination thereof, sufficient to pay at maturity or upon redemption all Securities of such series (other than any Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.08) not theretofore delivered to the Trustee for cancellation, including principal and interest due or to become due on or prior to such date of maturity or redemption as the case may be, and if, in any such case, the Company is not prohibited from making payments in respect of the Securities by Article 11 hereof and shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to Securities of such series, then this Indenture shall cease to be of further effect with respect to Securities of such series (except as to (1) rights of registration of transfer and exchange of securities of such series, and the Company’s right of optional redemption, if any, (2) substitution of mutilated, defaced, destroyed, lost or stolen Securities, (3) rights of Holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of Holders to receive mandatory sinking fund payments, if any, (4) the rights, obligations and immunities of the Trustee hereunder and (5) the rights of Holders of such series as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture with respect to such series; provided, that the rights of Holders of the Securities to receive amounts in respect of Principal of and interest on the Securities held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Securities are listed. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred and to compensate the Trustee for any services thereafter reasonably and properly rendered by the Trustee in connection with this Indenture or the Securities of such series.

     Section 8.02. Application by Trustee of Funds Deposited for Payment of Securities. Subject to Section 8.04, all moneys (including U.S. Government Obligations and the proceeds thereof) deposited with the Trustee pursuant to

49

Sections 8.01, 8.05 or 8.06 shall be held in trust and applied by it to the payment, either directly or through any paying agent to the Holders of the particular Securities of such series for the payment or redemption of which such moneys have been deposited with the Trustee, of all sums due and to become due thereon for Principal and interest; but such money need not be segregated from other funds except to the extent required by law. Funds and U.S. Government Obligations held in trust under Sections 8.01, 8.05 or 8.06 shall not be subject to the claims of holders of Senior Indebtedness under Article 11.

     Section 8.03. Repayment of Moneys Held by Paying Agent. In connection with the satisfaction and discharge of this Indenture with respect to Securities of any series, all moneys then held by any paying agent under the provisions of this Indenture with respect to such series of Securities shall, upon demand of the Company, be repaid to it or paid to the Trustee and thereupon such paying agent shall be released from all further liability with respect to such moneys.

     Section 8.04. Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two Years. Any moneys deposited with or paid to the Trustee or any paying agent for the payment of the Principal of or interest on any Security of any series and not applied but remaining unclaimed for two years after the date upon which such Principal or interest shall have become due and payable, shall, upon the written request of the Company and unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property law, be repaid to the Company by the Trustee for such series or such paying agent, and the Holder of the Security of such series shall, unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property laws, thereafter look only to the Company for any payment which such Holder may be entitled to collect, and all liability of the Trustee or any paying agent with respect to such moneys shall thereupon cease.

     Section 8.05. Defeasance and Discharge of Indenture. The Company shall be deemed to have paid and shall be discharged from any and all obligations in respect of the Securities of any series, on the 123rd day after the deposit referred to in clause (i) hereof has been made, and the provisions of this Indenture shall no longer be in effect with respect to the Securities of such series (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except as to: (a) rights of registration of transfer and exchange, and the Company’s right of optional redemption, if any, (b) the substitution of mutilated, defaced, destroyed, lost or stolen Securities, (c) rights of Holders to receive payments of principal thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of Holders to receive mandatory sinking fund payments, if any, (d) the rights, obligations and immunities of the Trustee hereunder and (e) the rights of Holders of such series as beneficiaries hereof with respect to the property deposited with the Trustee payable to all or any of them; provided that the following conditions shall have been satisfied:

50

     (i) with reference to this provision the Company has deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.11) as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series, (A) money in an amount, or (B) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in subclause (x) or (y) of this clause (i) money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (x) the principal of, premium, if any, and each installment of interest on the outstanding Securities of such series on the due dates thereof and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities of such series on the day on which such payments are due and payable in accordance with the terms of Securities of such series and the Indenture with respect to the Securities of such series;

     (ii) the Company has delivered to the Trustee (A) either (x) an Opinion of Counsel to the effect that Holders of Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 8.05 and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred, which Opinion of Counsel must be based upon a ruling of the Internal Revenue Service to the same effect or a change in applicable federal income tax law or related treasury regulations after the date of this Indenture or (y) a ruling directed to the Trustee received from the Internal Revenue Service to the same effect as the aforementioned Opinion of Counsel and (B) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law;

     (iii) immediately after giving effect to such deposit on a pro forma basis, no Event of Default, or event that after the giving of notice or lapse of time or both would become an Event of Default, shall have occurred and be continuing on the date of such deposit or during the period ending on the 123rd day after the date of such deposit, and such deposit shall not result in a breach or violation of, or constitute a default

51

under [any Guarantee[s] or][,] any other agreement or instrument to which the Company is a party or by which the Company is bound;

     (iv) if at such time the Securities of such series are listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Securities of such series will not be delisted as a result of such deposit, defeasance and discharge;

     (v) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge under this Section have been complied with; and

     (vi) if the Securities of such series are to be redeemed prior to the final maturity thereof (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee shall have been made.

     Section 8.06. Defeasance of Certain Obligations. The Company may omit to comply with any term, provision or condition set forth in, and this Indenture will no longer be in effect with respect to, any covenant established pursuant to Section 2.03(t) and clause (c) (with respect to any covenants established pursuant to Section 2.03(s)) and clause (g) of Section 6.01 shall be deemed not to be an Event of Default with respect to Securities of any series, if

     (a) with reference to this Section 8.06, the Company has deposited or caused to be irrevocably deposited with the Trustee (or another qualifying trustee satisfying the requirements of Section 7.11) as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series and the Indenture with respect to the Securities of such series, (i) money in an amount or (ii) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later than one day before the due dates thereof or earlier redemption (irrevocably provided for under agreements satisfactory to the Trustee), as the case may be, of any payment referred to in subclause (x) or (y) of this clause (a) money in an amount, or (iii) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (x) the principal of, premium, if any, and each installment of interest on the outstanding Securities of such series on the due date thereof or earlier redemption (irrevocably provided for under arrangements satisfactory to the Trustee), as the case may be, and (y) any mandatory sinking fund payments or analogous payments applicable to the Securities of such series and the Indenture with respect to the Securities of such series on the day on which

52

such payments are due and payable in accordance with the terms of this Indenture and of Securities of such series and the Indenture with respect to the Securities of such series;

     (b) the Company has delivered to the Trustee (i) an Opinion of Counsel to the effect that Holders of Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Company’s exercise of its option under this Section 8.06 and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred and (ii) an Opinion of Counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law;

     (c) immediately after giving effect to such deposit on a pro forma basis, no Event of Default, or event that after the giving of notice or lapse of time or both would become an Event of Default, shall have occurred and be continuing on the date of such deposit or during the period ending on the 123rd day after the date of such deposit, and such deposit shall not result in a breach or violation of, or constitute a default under any other agreement or instrument to which the Company is a party or by which the Company is bound;

     (d) if at such time the Securities of such series are listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Securities of such series will not be delisted as a result of such deposit, defeasance and discharge; and

     (e) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under this Section have been complied with.

     Section 8.07. Reinstatement. If the Trustee or paying agent is unable to apply any monies or U.S. Government Obligations in accordance with Article 8 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under this Indenture and the Securities shall be revived and reinstated as though no deposit had occurred pursuant to this Article until such time as the Trustee or paying agent is permitted to apply all such monies or U.S. Government Obligations in accordance with Article 8; provided, however, that if the Company has made any payment of Principal of or interest on any Securities because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the monies or U.S. Government Obligations held by the Trustee or paying agent.

53

     Section 8.08. Indemnity. The Company shall pay and indemnify the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.08 and Section 8.02, the “Trustee”) against any tax, fee or other charge, imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 8.01, 8.05 or 8.06 or the principal or interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Securities and any coupons appertaining thereto.

     Section 8.09. Excess Funds. Anything in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon written request of the Company, any money or U.S. Government Obligations (or other property and any proceeds therefrom) held by it as provided in Section 8.01, 8.05 or 8.06 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect a discharge or defeasance, as applicable, in accordance with this Article 8.

     Section 8.10. Qualifying Trustee. Any trustee appointed pursuant to Section 8.05 or 8.06 for the purpose of holding money or U.S. Government Obligations deposited pursuant to such Sections shall be appointed under an agreement in form acceptable to the Trustee and shall provide to the Trustee a certificate, upon which certificate the Trustee shall be entitled to conclusively rely, that all conditions precedent provided for herein to the related defeasance have been complied with. In no event shall the Trustee be liable for any acts or omissions of said trustee.

ARTICLE 9
Amendments, Supplements and Waivers

     Section 9.01. Without Consent of Holders. The Company and the Trustee may amend or supplement this Indenture or the Securities of any series without notice to or the consent of any Holder:

     (a) to cure any ambiguity, defect or inconsistency in this Indenture; provided that such amendments or supplements shall not materially and adversely affect the interests of the Holders;

     (b) to comply with Article 5;

     (c) to comply with any requirements of the Commission in connection with the qualification of this Indenture under the Trust Indenture Act;

     (d) to evidence and provide for the acceptance of appointment hereunder with respect to the Securities of any or all series by a successor Trustee and to add to or change any of the provisions of this Indenture as shall be

54

necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 7.09;

     (e) to establish the form or forms or terms of Securities of any series or of the coupons appertaining to such Securities as permitted by Section 2.03;

     (f) to provide for uncertificated or Unregistered Securities and to make all appropriate changes for such purpose;

     (g) to add any additional guarantors on the terms set forth in Article 10; and

     (h) to make any change that does not materially and adversely affect the rights of any Holder.

     Section 9.02. With Consent of Holders. Subject to Sections 6.04 and 6.07, without prior notice to any Holders, the Company and the Trustee may amend this Indenture and the Securities of any series with the written consent of the Holders of a majority in principal amount of the outstanding Securities of each series affected by such amendment, and the Holders of a majority in principal amount of the outstanding Securities of each series affected thereby by written notice to the Trustee may waive future compliance by the Company with any provision of this Indenture or the Securities of such series.

     Notwithstanding the provisions of this Section 9.02, without the consent of each Holder affected thereby, an amendment or waiver, including a waiver pursuant to Section 6.04, may not:

     (a) change the stated maturity of the Principal of, or any sinking fund obligation or any installment of interest on, such Holder’s Security or the times at which it may be redeemed or repurchased;

     (b) reduce the Principal amount thereof or the rate of interest thereon (including any amount in respect of original issue discount);

     (c) change the coin or currency in which any Security or any premium or interest thereon is payable;

     (d) impair the right to institute suit for the enforcement of any such payment on or after the maturity thereof (or, in the case of redemption, on or after the redemption date);

     (e) make any changes that would affect the ranking for the Securities in a manner adverse to the Holders;

     (f) reduce the above stated percentage of outstanding Securities the consent of whose holders is necessary to modify or amend the Indenture with respect to the Securities of the relevant series; [and]

55

     (g) reduce the percentage in principal amount of outstanding Securities of the relevant series the consent of whose Holders is required for any supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain Defaults and their consequences provided for in this Indenture; [and]

     (h) [release any Guarantor from its Guarantee, except as provided in Section 10.09; and]

     (i) make any changes to this paragraph of Section 9.02 (including clauses (a) through [(h)][(i)]).

     A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of Holders of Securities of such series with respect to such covenant or provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or of the coupons appertaining to such Securities.

     It shall not be necessary for the consent of any Holder under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.

     After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall give to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.

     Section 9.03. Revocation and Effect of Consent. Until an amendment or waiver becomes effective, a consent to it by a Holder is a continuing consent by the Holder and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the Security of the consenting Holder, even if notation of the consent is not made on any Security. However, any such Holder or subsequent Holder may revoke the consent as to its Security or portion of its Security. Such revocation shall be effective only if the Trustee receives the notice of revocation before the date the amendment, supplement or waiver becomes effective. An amendment, supplement or waiver shall become effective with respect to any Securities affected thereby on receipt by the Trustee of written consents from the requisite Holders of outstanding Securities affected thereby.

     The Company may, but shall not be obligated to, fix a record date (which may be not less than five nor more than 60 days prior to the solicitation of consents) for the purpose of determining the Holders of the Securities of any series affected entitled to consent to any amendment, supplement or waiver. If a record date is fixed, then, notwithstanding the immediately preceding paragraph,

56

those Persons who were such Holders at such record date (or their duly designated proxies) and only those Persons shall be entitled to consent to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such Persons continue to be such Holders after such record date. No such consent shall be valid or effective for more than 90 days after such record date.

     After an amendment, supplement or waiver becomes effective with respect to the Securities of any series affected thereby, it shall bind every Holder of such Securities unless it is of the type described in any of clauses (a) through [(g)][(h)] of Section 9.02. In case of an amendment or waiver of the type described in clauses (a) through [(h)][(i)] of Section 9.02, the amendment or waiver shall bind each such Holder who has consented to it and every subsequent Holder of a Security that evidences the same indebtedness as the Security of the consenting Holder.

     Section 9.04. Notation on or Exchange of Securities. If an amendment, supplement or waiver changes the terms of any Security, the Trustee may require the Holder thereof to deliver it to the Trustee. The Trustee may place an appropriate notation on the Security about the changed terms and return it to the Holder and the Trustee may place an appropriate notation on any Security of such series thereafter authenticated. Alternatively, if the Company or the Trustee so determines, the Company in exchange for the Security shall issue and the Trustee shall authenticate a new Security of the same series and tenor that reflects the changed terms.

     Section 9.05. Trustee to Sign Amendments, Etc. The Trustee shall receive, and shall be fully protected in conclusively relying upon, an Opinion of Counsel stating that the execution of any amendment, supplement or waiver authorized pursuant to this Article 9 is authorized or permitted by this Indenture, stating that all requisite consents have been obtained or that no consents are required and stating that such supplemental indenture constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to customary exceptions. The Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

     Section 9.06. Conformity with Trust Indenture Act. Every supplemental indenture executed pursuant to this Article 9 shall conform to the requirements of the Trust Indenture Act as then in effect.

ARTICLE 10
[Guarantee[s]]

     Section 10.01. [The Guarantee[s]]. [Subject to the provisions of this Article 10, [each of] the Guarantor[s] hereby [irrevocably,] [, jointly and severally,] fully and unconditionally guarantees on an unsecured and

57

unsubordinated basis, the full and punctual payment (whether at stated maturity, upon redemption, purchase pursuant to an offer to purchase or acceleration, or otherwise) of the Principal of, premium, if any, and interest on, and all other amounts payable under, each Security of any series, and the full and punctual payment of all other amounts payable by the Company under this Indenture. Upon failure by the Company to pay punctually any such amount, [each] [the] Guarantor shall forthwith on demand pay the amount not so paid at the place and in the manner specified in this Indenture.]

     Section 10.02. [Guarantee[s] Unconditional, Etc]. [The obligations of [each of] the Guarantor[s] hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by:

     (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under this Indenture or any Security of any series, by operation of law or otherwise;

     (b) any modification or amendment of or supplement to this Indenture or any Security of any series;

     (c) any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in this Indenture or any Security of any series;

     (d) the existence of any claim, set-off or other rights which [any] [the] Guarantor may have at any time against the Company, the Trustee or any other Person, whether in connection with this Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim;

     (e) any invalidity or unenforceability relating to or against the Company for any reason of this Indenture or any Security of any series, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the Principal of, premium, if any, or interest on any Security of any series or any other amount payable by the Company under this Indenture; or

     (f) any other act or omission to act or delay of any kind by the Company, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to [such] [the] Guarantor’s obligations hereunder.]

     Section 10.03. [Discharge; Reinstatement]. [The Guarantor[’]s[’] obligations hereunder will remain in full force and effect until the Principal of, premium, if any, and interest on the Securities and all other amounts payable by

58

the Company under this Indenture have been paid in full. If at any time any payment of the Principal of, premium, if any, or interest on any Security of any series or any other amount payable by the Company under this Indenture is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Company or otherwise, the Guarantor[’]s[’] obligations hereunder with respect to such payment will be reinstated as though such payment had been due but not made at such time.]

     Section 10.04. [Waiver by the Guarantor[s]]. [[Each] [The] Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against the Company or any other Person.]

     Section 10.05. [Subrogation and Contribution]. [Upon making any payment with respect to any obligation of the Company under this Article 10, [any] [the] Guarantor making such payment will be subrogated to the rights of the payee against the Company with respect to such obligation, provided that [any such] [the] Guarantor may not enforce either any right of subrogation, or any right to receive payment in the nature of contribution, or otherwise, from any other Person who guarantees the Securities, with respect to such payment so long as any amount payable by the Company hereunder or under the Securities remains unpaid.]

     Section 10.06. [Stay of Acceleration]. [If acceleration of the time for payment of any amount payable by the Company under this Indenture or the Securities is stayed upon the insolvency, bankruptcy or reorganization of the Company, all such amounts otherwise subject to acceleration under the terms of this Indenture are nonetheless payable by the Guarantor[s] hereunder forthwith on demand by the Trustee or the Holders.]

     Section 10.07. [Limitation on Amount of Guarantee]. [Notwithstanding anything to the contrary in this Article 10, [each] [the] Guarantor, and by its acceptance of Securities, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee[s] of such Guarantor[s] not constitute a fraudulent conveyance under applicable fraudulent conveyance provisions of the United States Bankruptcy Code or any comparable provision of other U.S. and non-U.S. law. To effectuate that intention, the Trustee, the Holders and the Guarantor[s] hereby irrevocably agree that the obligations of [each] [the] Guarantor under its Guarantee are limited to the maximum amount that would not render the Guarantor’s obligations subject to avoidance under applicable fraudulent conveyance provisions of the United States Bankruptcy Code or any comparable provision of other U.S. and non-U.S. law.]

     Section 10.08. [Execution and Delivery of Guarantee[s]]. [(a) The execution by [each of] the Guarantor[s] of this Indenture evidences [each] [the] Guarantee of [each such] [the] Guarantor, whether or not the person signing as an Officer of [each such] [the] Guarantor still holds that office at the time of

59

authentication of any Security of any series and (b) the delivery of any Security of any series by the Trustee after authentication constitutes due delivery of the Guarantee[s] as set forth in this Indenture on behalf of the Guarantor[s], except in the case of clauses (a) and (b) as otherwise provided by an indenture supplemental hereto with respect to any such Security of any series executed and delivered to the Trustee in accordance with the provisions of Article 9.]

     Section 10.09. [Release of Guarantee]. [This Guarantee of a Guarantor will terminate upon

     (a) A sale or other disposition (including by way of consolidation or merger) of the Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor (in each case other than to the Company or a Guarantor or a Person who, prior to such sale or other disposition, is an affiliate of the Company or a Guarantor); or

     (b) Defeasance or discharge of the Securities, as provided in Article 8.

     Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the foregoing effect, the Trustee will execute any documents reasonably required in order to evidence the release of the Guarantor from its obligations under its Guarantee.]

     Section 10.10. [Additional Guarantors]. [If any Subsidiary of the Company shall become a guarantor under the Bank Credit Agreement, then the Company shall promptly cause such Subsidiary to become a Guarantor by causing such Subsidiary to execute and deliver an indenture supplemental hereto to the Trustee in accordance with the provisions of Article 9, which such supplemental indenture, pursuant to Section 10.08, shall evidence the Guarantee of such additional Guarantor under this Indenture.]

ARTICLE 11
Subordination Of Securities

     Section 11.01. Agreement to Subordinate. The Company covenants and agrees, and each Holder of Securities issued hereunder by his acceptance thereof likewise covenants and agrees, that all Securities shall be issued subject to the provisions of this Article 11; and each person holding any Security, whether upon original issue or upon transfer, assignment or exchange thereof accepts and agrees that the Principal of and interest on all Securities issued hereunder shall, to the extent and in the manner herein set forth, be subordinated and subject in right of payment to the prior payment in full of all Senior Indebtedness.

     Section 11.02. Payments to Securityholders. No payments on account of Principal of or interest on the Securities shall be made if at the time of such payment or immediately after giving effect thereto there shall exist a default in

60

any payment with respect to any Senior Indebtedness, and such default shall not have been cured or waived or shall not have ceased to exist. In addition, during the continuance of any default (other than a payment default) with respect to Designated Senior Indebtedness pursuant to which the maturity thereof may be accelerated, from and after the date of receipt by the Trustee of written notice from the holders of such Designated Senior Indebtedness or from an agent of such holders, stating that such default has occurred and is continuing, no payments on account of Principal or interest in respect of the Securities may be made by the Company for a period (“Payment Blockage Period”) commencing on the date of delivery of such notice and ending 179 days thereafter (unless such Payment Blockage Period shall be terminated by written notice to the Trustee from the holders of such Designated Senior Indebtedness or from an agent of such holders, or such default has been cured or waived or has ceased to exist). Only one Payment Blockage Period may be commenced with respect to the Securities during any period of 360 consecutive days. No Event of Default which existed or was continuing on the date of the commencement of any Payment Blockage Period with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be or be made the basis for the commencement of any subsequent Payment Blockage Period by the holders of such Designated Senior Indebtedness, unless such Event of Default shall have been cured or waived for a period of not less than 90 consecutive days.

     Upon any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any liquidation, dissolution, winding up, receivership, reorganization, assignment for the benefit of creditors, marshalling of assets and liabilities or any bankruptcy, insolvency or similar proceedings of the Company, all amounts due or to become due upon all Senior Indebtedness shall first be paid in full, in cash or cash equivalents, or payment thereof provided for in accordance with its terms, before any payment is made on account of the Principal of, or interest on the indebtedness evidenced by the Securities, and upon any such liquidation, dissolution, winding up, receivership, reorganization, assignment, marshalling or proceeding, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities or the Trustee under this Indenture would be entitled, except for the provisions hereof, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders) or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness in full (including, without limitation, except to the extent, if any, prohibited by mandatory provisions of law, post-petition interest, in any such proceedings), after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution is made

61

to the holders of the indebtedness evidenced by the Securities or to the Trustee under this Indenture.

     In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee under this Indenture or the Holders of the Securities before all Senior Indebtedness is paid in full or provision is made for such payment in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their respective representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have been paid in full in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness.

     For purposes of this Article, the words, “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of arrangement, reorganization or readjustment, the payment of which is subordinated (at least to the extent provided in this Article 11 with respect to the Securities) to the payment of all Senior Indebtedness which may at the time be outstanding; provided, that (i) the Senior Indebtedness is assumed by the new corporation, if any, resulting from any such arrangement, reorganization or readjustment, and (ii) the rights of the holders of the Senior Indebtedness are not, without the consent of such holders, altered by such arrangement, reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the sale, conveyance or transfer of all or substantially all of its property and assets to another corporation upon the terms and conditions provided in Article 5 shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section if such other corporation shall, as a part of such consolidation, merger, sale, conveyance or transfer, comply with the conditions stated in Article 5. Nothing in this Section shall apply to claims of, or payments to, the Trustee under or pursuant to Article 7. This Section 11.02 shall be subject to the further provisions of Section 11.05.

     Section 11.03. Subrogation of Securities. Subject to the payment in full of all Senior Indebtedness, the Holders of the Securities shall be subrogated to the rights of the holders of Senior Indebtedness to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness until the principal of and interest on the Securities shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of any cash, property or securities to which the Holders of the Securities or the Trustee on their behalf would be entitled except

62

for the provisions of this Article 11, and no payment over pursuant to the provisions of this Article 11 to the holders of Senior Indebtedness by Holders of the Securities or the Trustee on their behalf shall, as between the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, be deemed to be a payment by the Company to or on account of the Senior Indebtedness; and no payments or distributions of cash, property or securities to or for the benefit of the Securityholders pursuant to the subrogation provision of this Article 11, which would otherwise have been paid to the holders of Senior Indebtedness shall be deemed to be a payment by the Company to or for the account of the Securities. It is understood that the provisions of this Article 11 are and are intended solely for the purpose of defining the relative rights of the holders of the Securities, on the one hand, and the Holders of the Senior Indebtedness, on the other hand.

     Nothing contained in this Article 11 or elsewhere in this Indenture or in the Securities is intended to or shall impair, as between the Company, its creditors other than the holders of Senior Indebtedness, and the Holders of the Securities, the obligation of the Company, which is absolute and unconditional, to pay to the Holders of the Securities the Principal of and interest on the Securities as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders of the Securities and creditors of the Company other than the holders of the Senior Indebtedness, nor shall anything herein or therein prevent the Holder of any Security or the Trustee on his behalf from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 11 of the holders of Senior Indebtedness in respect of cash, property or securities of the Company received upon the exercise of any such remedy.

     Upon any payment or distribution of assets of the Company referred to in this Article 11, the Trustee, subject to the provisions of Sections 7.01 and 7.02, and the holders of the Securities shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which such liquidation, dissolution, winding up, receivership, reorganization, assignment or marshalling proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, delivered to the Trustee or to the Holders of the Securities, for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 11.

     Section 11.04. Authorization by Securityholders. Each Holder of a Security by his acceptance thereof authorizes the Trustee in his behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article 11 and appoints the Trustee his attorney-in-fact for any and all such purposes.

63

     Section 11.05. Notice to Trustee. The Company shall give prompt written notice to the Trustee and to any paying agent of any fact known to the Company which would prohibit the making of any payment of moneys to or by the Trustee or any paying agent in respect of the Securities pursuant to the provisions of this Article 11 or would end such prohibition. Regardless of anything to the contrary contained in this Article 11 or elsewhere in this Indenture, the Trustee shall not be charged with knowledge of the existence of any Senior Indebtedness or of any default or event of default with respect to any Senior Indebtedness or of any other facts which would prohibit the making of any payment of moneys to or by the Trustee or which would end such prohibition, unless and until the Trustee shall have received notice in writing at its principal Corporate Trust Office to that effect signed by an officer of the Company, or by a holder or agent of a holder of Senior Indebtedness or by the trustee under any indenture pursuant to which Senior Indebtedness shall be outstanding, who shall have been certified by the Company or otherwise established to the reasonable satisfaction of the Trustee to be such holder or agent or trustee, and, prior to the receipt of any such written notice, the Trustee shall, subject to Sections 7.01 and 7.02, be entitled to assume that no such facts exist; provided that if on a date at least three Business Days prior to the date upon which by the terms hereof any such moneys shall become payable for any purpose (including, without limitation, the payment of the Principal of, or interest on any Security) the Trustee shall not have received with respect to such moneys the notice of prohibition provided for in this Section, then, regardless of anything herein to the contrary, the Trustee shall have full power and authority to receive such moneys and to apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date.

     Regardless of anything to the contrary herein, nothing shall prevent (a) any payment by the Company or the Trustee to the Securityholders of amounts in connection with a redemption of Securities if (i) notice of such redemption has been given pursuant to Article 3 prior to the receipt by the Trustee of written notice of prohibition as aforesaid, and (ii) such notice of redemption is given not earlier than 60 days before the redemption date, or (b) any payment by the Trustee to the Securityholders of amounts deposited with it pursuant to Section 8.01, 8.05 or 8.06.

     The Trustee shall be entitled to conclusively rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness (or a trustee or agent on behalf of such holder) to establish that such notice has been given by a holder of Senior Indebtedness or a trustee or agent on behalf of any such holder. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such

64

Person under this Article, and if such evidence is not furnished the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

     Section 11.06. Trustee’s Relation to Senior Indebtedness. The Trustee and any agent of the Company or the Trustee shall be entitled to all the rights set forth in this Article with respect to any Senior Indebtedness which may at any time be held by it in its individual or any other capacity to the same extent as any other holder of Senior Indebtedness and nothing in this Indenture shall deprive the Trustee or any such agent, of any of its rights as such holder. Nothing in this Article 11 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.07.

     With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Article 11, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness and, subject to the provisions of Sections 7.01 and 7.02, the Trustee shall not be liable to any holder of Senior Indebtedness if it shall pay over or deliver to Holders of Securities, the Company or any other Person moneys or assets to which any holder of Senior Indebtedness shall be entitled by virtue of this Article 11 or otherwise.

     Section 11.07. No Impairment of Subordination. No right of any present or future holder of any Senior Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof which any such holder may have or otherwise be charged with.

ARTICLE 12
Miscellaneous

     Section 12.01. Trust Indenture Act of 1939. This Indenture shall incorporate and be governed by the provisions of the Trust Indenture Act that are required to be part of and to govern indentures qualified under the Trust Indenture Act.

     Section 12.02. Notices. Any notice or communication shall be sufficiently given if written and (a) if delivered in person when received or (b) if mailed by first class mail 5 days after mailing, or (c) as between the Company[, [any] [the] Guarantor] and the Trustee if sent by facsimile transmission, when transmission is confirmed, in each case addressed as follows:

65

     if to the Company [or to [any] [the] Guarantor]:

Verisk Analytics, Inc.
545 Washington Boulevard
Jersey City, NJ 07310-1686
Telecopy: (201) 748-1429
Attention: General Counsel

     if to the Trustee:

Wells Fargo Bank, National Association
45 Broadway, 14^th Floor
New York, NY 10006
Attention: Corporate Trust Services

     The Company[, the Guarantor[s]] or the Trustee by written notice to the other may designate additional or different addresses for subsequent notices or communications.

     Any notice or communication shall be sufficiently given to Holders of any Unregistered Securities, by publication at least once in an Authorized Newspaper in The City of New York, or with respect to any Security the interest on which is based on the offered quotations in the interbank Eurodollar market for dollar deposits at least once in an Authorized Newspaper in London, and by mailing to the Holders thereof who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act at such addresses as were so furnished to the Trustee and to Holders of Registered Securities by mailing to such Holders at their addresses as they shall appear on the Security Register. Notice mailed shall be sufficiently given if so mailed within the time prescribed. Copies of any such communication or notice to a Holder shall also be mailed to the Trustee and each Agent at the same time.

     Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. Except as otherwise provided in this Indenture, if a notice or communication is mailed in the manner provided in this Section 12.02, it is duly given, whether or not the addressee receives it.

     Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

66

     In case it shall be impracticable to give notice as herein contemplated, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.

     Section 12.03. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company [or by [any] [the] Guarantor] to the Trustee to take any action under this Indenture, the Company [or [any such] [the] Guarantor] shall furnish to the Trustee:

     (a) an Officers’ Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and

     (b) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

     Section 12.04. Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than the certificate required by Section 4.04) shall include:

     (a) a statement that each person signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

     (b) a brief statement as to the nature and scope of the examination or investigation upon which the statement or opinion contained in such certificate or opinion is based;

     (c) a statement that, in the opinion of each such person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

     (d) a statement as to whether or not, in the opinion of each such person, such condition or covenant has been complied with; provided, however, that, with respect to matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials.

     Section 12.05. Evidence of Ownership. The Company, [the Guarantor[s],] the Trustee and any agent of the Company[, [any] [the] Guarantor] or the Trustee may deem and treat the Holder of any Unregistered Security and the Holder of any coupon as the absolute owner of such Unregistered Security or coupon (whether or not such Unregistered Security or coupon shall be overdue) for the purpose of receiving payment thereof or on account thereof and for all other purposes, and neither the Company, [[any] [the] Guarantor,] the Trustee, nor any agent of the Company[, [any] [the] Guarantor] or the Trustee shall be affected by any notice to the contrary. The fact of the holding by any Holder of an Unregistered Security, and the identifying number of such Security and the date

67

of his holding the same, may be proved by the production of such Security or by a certificate executed by any trust company, bank, banker or recognized securities dealer wherever situated satisfactory to the Trustee, if such certificate shall be deemed by the Trustee to be satisfactory. Each such certificate shall be dated and shall state that on the date thereof a Security bearing a specified identifying number was deposited with or exhibited to such trust company, bank, banker or recognized securities dealer by the person named in such certificate. Any such certificate may be issued in respect of one or more Unregistered Securities specified therein. The holding by the person named in any such certificate of any Unregistered Securities specified therein shall be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (1) another certificate bearing a later date issued in respect of the same Securities shall be produced or (2) the Security specified in such certificate shall be produced by some other Person, or (3) the Security specified in such certificate shall have ceased to be outstanding. Subject to Article 7, the fact and date of the execution of any such instrument and the amount and numbers of Securities held by the Person so executing such instrument may also be proven in accordance with such reasonable rules and regulations as may be prescribed by the Trustee or in any other manner which the Trustee may deem sufficient.

     The Company, [the Guarantor[s],] the Trustee and any agent of the Company[, [any] [the] Guarantor] or the Trustee may deem and treat the person in whose name any Registered Security shall be registered upon the Security Register for such series as the absolute owner of such Registered Security (whether or not such Registered Security shall be overdue and notwithstanding any notation of ownership or other writing thereon) for the purpose of receiving payment of or on account of the Principal of and, subject to the provisions of this Indenture, interest on such Registered Security and for all other purposes; and neither the Company[, [any] [the] Guarantor] nor the Trustee nor any agent of the Company[, [any] [the] Guarantor] or the Trustee shall be affected by any notice to the contrary.

     Section 12.06. Rules by Trustee, Paying Agent or Registrar. The Trustee may make reasonable rules for action by or at a meeting of Holders. The Paying Agent or Registrar may make reasonable rules for its functions.

     Section 12.07. Payment Date Other Than a Business Day. Except as otherwise provided with respect to a series of Securities, if any date for payment of Principal or interest on any Security shall not be a Business Day at any place of payment, then payment of Principal of or interest on such Security, as the case may be, need not be made on such date, but may be made on the next succeeding Business Day at any place of payment with the same force and effect as if made on such date and no interest shall accrue in respect of such payment for the period from and after such date.

68

     Section 12.08. Governing Law; Waiver of Jury Trial. The laws of the State of New York shall govern this Indenture and the Securities, without regard to conflicts of laws principles thereof. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY.

     Section 12.09. No Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret another indenture or loan or debt agreement of the Company or any Subsidiary of the Company. Any such indenture or agreement may not be used to interpret this Indenture.

     Section 12.10. Successors. All agreements of the Company [and the Guarantor[s]] in this Indenture[,] [and] the Securities [and the Guarantee[s], as applicable,] shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors.

     Section 12.11. Duplicate Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

     Section 12.12. Separability. In case any provision in this Indenture[,] [or] in the Securities [or in the Guarantee[s]] shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

     Section 12.13. Table of Contents, Headings, Etc. The Table of Contents and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms and provisions hereof.

     Section 12.14. Incorporators, Stockholders, Officers and Directors of Company Exempt From Individual Liability. No recourse under or upon any obligation, covenant or agreement contained in this Indenture or any indenture supplemental hereto, or in any Security or any coupons appertaining thereto [or in [any] [the] Guarantee], or because of any indebtedness evidenced thereby, shall be had against any incorporator, as such or against any past, present or future stockholder, officer, director or employee, as such, of the Company [or [any] [the] Guarantor] or of any successor thereof, either directly or through the Company [or [any] [the] Guarantor] or of any successor thereof, under any rule of law, statute

69

or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of the Securities and the coupons appertaining thereto by the holders thereof and as part of the consideration for the issue of the Securities and the coupons appertaining thereto.

     Section 12.15. Judgment Currency. [Each of the] [The] Company [and the Guarantor[s]] agrees, to the fullest extent that it may effectively do so under applicable law, that (a) if for the purpose of obtaining judgment in any court it is necessary to convert the sum due in respect of the Principal of or interest on the Securities of any series (the “Required Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the day on which final unappealable judgment is entered, unless such day is not a Business Day, then, to the extent permitted by applicable law, the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the Business Day preceding the day on which final unappealable judgment is entered and (b) its obligations under this Indenture to make payments in the Required Currency (i) shall not be discharged or satisfied by any tender, or any recovery pursuant to any judgment (whether or not entered in accordance with subsection (a)), in any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the actual receipt, by the payee, of the full amount of the Required Currency expressed to be payable in respect of such payments, (ii) shall be enforceable as an alternative or additional cause of action for the purpose of recovering in the Required Currency the amount, if any, by which such actual receipt shall fall short of the full amount of the Required Currency so expressed to be payable and (iii) shall not be affected by judgment being obtained for any other sum due under this Indenture.

     Section 12.16. Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

     Section 12.17. U.S.A. Patriot Act.

     The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee, like all financial institutions and in order to help

70

fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the U.S.A. Patriot Act.

71

SIGNATURES

     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, all as of the date first written above.

(SEAL) Attest:	VERISK ANALYTICS, INC., as the Company
	By:
		Name:
		Title:
[Additional signature blocks to be added as applicable]
(SEAL)	INSURANCE SERVICES OFFICE, INC., as Guarantor
Attest:
	By:
		Name:
		Title:
(SEAL)	ISO STAFF SERVICES, INC., as Guarantor
Attest:
	By:
		Name:
		Title:
(SEAL)	XACTWARE SOLUTIONS, INC., as Guarantor
Attest:
	By:
		Name:
		Title:

72

(SEAL)	ISO SERVICES, INC., as Guarantor
Attest:
	By:
		Name:
		Title:
(SEAL)	ISO CLAIMS SERVICES, INC., as Guarantor
Attest:
	By:
		Name:
		Title:
(SEAL)	AIR WORLDWIDE CORPORATION, as Guarantor
Attest:
	By:
		Name:
		Title:
(SEAL)	INTERTHINX, INC., as Guarantor
Attest:
	By:
		Name:
		Title:
(SEAL)	VERISK HEALTH, INC., as Guarantor
Attest:
	By:
		Name:
		Title:

73

(SEAL)	D2HAWKEYE, INC., as Guarantor
Attest:
	By:
		Name:
		Title:

74

WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Trustee
By:
	Name:
	Title:

75

EX-4.10

Exhibit 4.10

WAIVER, CONSENT AND AMENDMENT NO. 6
TO UNCOMMITTED MASTER SHELF AGREEMENT

As of March 28, 2011

Verisk Analytics, Inc.
545 Washington Boulevard
Jersey City, NJ 07310-1686

Insurance Services Office, Inc.
545 Washington Boulevard
Jersey City, NJ 07310-1686

Ladies and Gentlemen:

     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, Waiver and Amendment No. 4 to Uncommitted Master Shelf Agreement, dated as of February 28, 2007, Amendment No. 5 to Uncommitted Master Shelf Agreement, dated as of August 30, 2010, and as further amended from time to time, the “Shelf Agreement”), by and among Insurance Services Office, Inc., a Delaware corporation (the “Company”), on the one hand, and The Prudential Insurance Company of America, Pruco Life Insurance Company, Pruco Life Insurance Company of New Jersey, Prudential Retirement Insurance and Annuity Company, Prudential Annuities Life Assurance Corporation (formerly American Skandia Life Assurance Corporation), Gibraltar Life Insurance Co., Ltd., American Bankers Insurance Company of Florida, Inc., RGA Reinsurance Company, United of Omaha Life Insurance Company and each Prudential Affiliate which has become bound by certain provisions of the Shelf Agreement (as provided therein) (collectively, the “Purchasers”), and Prudential Investment Management, Inc. (“Prudential”), on the other, whereby the Company issued and sold its (i) 4.60% Series E Senior Notes due June 13, 2011 (the “Series E Notes”), (ii) 6.00% Series F Senior Notes due August 8, 2011 (the “Series F Notes”), (iii) 6.13% Series G Senior Notes due August 8, 2013 (the “Series G Notes”), (iv) 5.84% Series H Senior Notes due October 26, 2015 (the “Series H Notes”), (v) 6.28% Series I Senior Notes due April 29, 2015 (the “Series I Notes”) and (vi) 6.85% Series J Senior Notes due June 15, 2016 (the “Series J Notes”), and proposes to issue additional Shelf Notes (as defined in the Shelf Agreement) (such additional Shelf Notes, together with the Series E Notes, the Series F Notes, the Series G Notes, the Series H Notes, the Series I Notes and the Series J Notes are referred to herein, collectively, as the “Notes”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Shelf Agreement. This Amendment No. 6 to Uncommitted Master Shelf Agreement shall be referred to herein as this “Agreement”.

     Pursuant to the request of the Company and Verisk Analytics, Inc., a Delaware corporation (the “Parent”), and in accordance with the provisions of paragraph 11C of the Shelf Agreement, the parties to this Agreement hereby agree as follows:

     1. WAIVERS.

     Subject to the satisfaction of the conditions set forth in Section 4 hereof, each Purchaser hereby waives, effective as of the date first above written, only the following:

     a. the Event of Default arising under paragraph 7A(vi) caused by the Company’s failure to comply with paragraph 5M (Most Favored Lender Status) of the Shelf Agreement solely to the extent of the Company’s past failure to deliver amendments to the Shelf Agreement incorporating the more favorable provisions contained in any agreement set forth on Schedule I hereto; and

     b. the Event of Default arising under paragraph 7A(vi) caused by the Company’s failure to comply with Schedule 5N and paragraph 5N (Additional Covenants and Definitions), which incorporated mutatis mutandis Section 6.12 (Additional Guarantors) of the Bank Agreement, solely to the extent of the Company’s past failure to cause the Parent to become a Guarantor of the Notes pursuant to the terms of the Shelf Agreement; provided that the Parent shall deliver, on the date first written above, an Agreement of Guaranty in favor of the holders of the Notes dated as of such date in the form attached hereto as Exhibit A.

     2. WAIVERS IN CONNECTION WITH AN OFFERING.

     Solely in connection with any underwritten offering of unsecured debt securities (whether registered under the Securities Act of 1933, as amended, (the “Securities Act”) or exempt therefrom (pursuant to Rule 144A under the Securities Act or otherwise)) to be issued by either the Parent or the Company and guaranteed by the Parent or the Company, as applicable, and any direct or indirect subsidiary of the Parent or the Company (an “Offering”), and subject to the satisfaction of the conditions set forth in Section 4 hereof, each Purchaser hereby waives, effective as of the date first above written, compliance with Sections 2.05(b)(iii), 7.02, 7.08 or 7.11 of the Bank Agreement (copies of which are attached hereto as Exhibit B) solely to the extent that such provisions would prohibit or otherwise affect the consummation of an Offering or the use of proceeds thereof, which provisions have been deemed to be automatically included in the Shelf Agreement pursuant to paragraph 5M (Most Favored Lender Status).

     3. AMENDMENTS.

     a. In accordance with the provisions of the Shelf Agreement, the Shelf Agreement is, subject to the satisfaction of the conditions set forth in Section 4 hereof, hereby amended effective as of the date first above written, to include any and all representations, warranties, covenants, event of default provisions, and any and all definitions related thereto, which are more favorable to the Purchasers and Prudential and that are included in any agreement set forth on Schedule I hereto (other than as expressly so amended in this Agreement).

     b. Clause (vii) of paragraph 3A (Certain Documents) of the Shelf Agreement is hereby amended and restated in its entirety to read as follows:

     “(vii) Certified copies of Requests for Information or copies (Form UCC-11) or equivalent reports listing all effective financing statements which name the Parent, the Company or any Subsidiary incorporated or formed in the United States (under its

2

present name and previous names) as debtor and which are filed in the offices of the Secretaries of State of their respective jurisdictions of incorporation or formation, together with copies of such financing statements.”

     c. Paragraph 5L (Pari Passu Status) of the Shelf Agreement is hereby amended by adding the following sentence to the end thereof:

     “The Parent covenants that any and all Indebtedness owing under its Guarantee in favor of the holders of the Notes shall rank at least pari passu with all other present and future unsecured Indebtedness of the Parent.”

     d. Paragraph 5M (Most Favored Lender Status) of the Shelf Agreement is hereby amended by deleting “.” at the end of the first sentence of the first paragraph and adding the following proviso to the end thereof:

     “provided, however, that, so long as no Default or Event of Default shall then be continuing, any such amendment of this Agreement shall be deemed to (i) terminate automatically upon (x) the repayment in full and termination of such Indebtedness or (y) the effective date of the deletion of such more favorable provisions in respect of such Indebtedness pursuant to the terms of such Indebtedness or (ii) be amended automatically and in like manner and effect upon the effectiveness of any amendment of such more favorable provisions in respect of such Indebtedness pursuant to the terms of such Indebtedness. In no event shall any such termination or amendment referred to in the foregoing proviso have the effect of making this Agreement any less favorable to the holders of the Notes than was the case prior to the incorporation of any such more favorable provision pursuant to this paragraph.”

     For the avoidance of doubt, the parties to this Agreement hereby acknowledge and agree that the effect of the foregoing amendment shall be to terminate more favorable provisions incorporated in the Shelf Agreement pursuant to paragraph 5M to the extent the Indebtedness that gave rise to the incorporation of any such provision has been terminated, or any such provision has been deleted or amended in respect of such Indebtedness on or prior to the date of this Agreement (and for such purposes the requirement that no Default or Event of Default be continuing at the time of such termination, deletion or amendment shall hereby be deemed to have been satisfied).

     e. Paragraph 5M (Most Favored Lender Status) of the Shelf Agreement is hereby further amended by deleting the second sentence of the first paragraph and adding the following sentence in lieu thereof:

     “Within three (3) Business Days of either the inclusion of more favorable provisions or the deletion or amendment thereof as provided in the foregoing sentence, the Parent will deliver an executed written conforming amendment to this Agreement effective as of the date of such inclusion, deletion or amendment of more favorable provisions; provided, however, that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto.”

3

     f. Paragraph 5N (Additional Covenants and Definitions) of the Shelf Agreement is hereby amended by deleting “.” at the end of the sentence and adding the following proviso to the end thereof:

     “provided that Section 6.12 (Additional Guarantors) of the Bank Agreement, as heretofore incorporated herein by reference pursuant to paragraph 5M hereof, is hereby amended and restated in its entirety as follows:

     “5N(1). Additional Guarantors. The Company shall notify the each holder of Notes at the time that any Person becomes (a) a Material Domestic Subsidiary or (b) the parent company of the Company, and promptly thereafter (and in any event within 30 days (in the case of the foregoing clause (a), within 30 days of the most recently ended fiscal quarter)), cause such Person to (i) become a Guarantor by executing and delivering to the each holder of Notes a counterpart of an agreement evidencing its Guarantee in favor of the holders of the Notes or such other document as the holders of Notes shall reasonably deem appropriate for such purpose, and (ii) deliver to each holder of Notes documents of the types referred to in paragraphs 3A(ii) through (vi) of this Agreement and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in the foregoing clause (i)), with such agreement, documents and opinions referred to in clauses (i) and (ii) to be all in form, content and scope reasonably satisfactory to such holders.”

     g. Paragraph 6A(1) (Consolidated Interest Coverage Ratio) of the Shelf Agreement is hereby amended and restated in its entirety to read as follows:

     “6A(1). Consolidated Interest Coverage Ratio. The Consolidated Interest Coverage Ratio as of the end of any fiscal quarter of the Parent to be less than 3.0-to-1.0.”

     h. Paragraph 6A(2) (Consolidated Leverage Ratio) of the Shelf Agreement is hereby amended and restated in its entirety to read as follows:

     “6A(2). Consolidated Funded Debt Leverage Ratio. The Consolidated Funded Debt Leverage Ratio at any time during any period of four fiscal quarters of the Parent to be greater than 3.0-to-1.0.”

     i. Paragraph 6C (Limitations on Liens and Encumbrances) of the Shelf Agreement is hereby amended by adding the phrase “and the Guarantees, as applicable,” immediately after the word “Notes” in all instances the word “Notes” appears in the first paragraph and in the first two instances the word “Notes” appears in the last paragraph.

     j. Paragraph 6C (Limitations on Liens and Encumbrances) of the Shelf Agreement is hereby amended further by deleting “.” at the end of clause (xiv) and by adding at the end thereof the following:

     “; provided that no such Liens permitted under this paragraph 6C may secure any obligation under the Bank Agreement or under any other additional, renewed, refinanced,

4

refunded, restated, replacement or successor bank credit agreement of the Parent and any direct or indirect Subsidiaries or under any other private placement facilities now or in the future existing, as amended, renewed, refinanced, refunded, restated or replaced, of the Parent and any direct or indirect Subsidiaries.”

     k. Paragraph 6D (Merger and Consolidation) of the Shelf Agreement is hereby amended by adding “and” to the end of clause (i), deleting “; and” at the end of clause (ii) and adding “.” in lieu thereof, and deleting clause (iii) in its entirety.

     l. A new paragraph 6D(1) is hereby added to the Shelf Agreement immediately after paragraph 6D to read as follows:

          “6D(1). Merger and Consolidation with respect to Parent. The Parent will not consolidate with or merge into any other corporation, or transfer its properties and assets substantially as an entirety to any Person, unless:

     (i) the surviving corporation, if the Parent is not the survivor, is a U.S. corporation that expressly assumes, by a written agreement satisfactory in form and substance to the Required Holders (which agreement may require, in connection with such assumption, the delivery of such opinions of counsel as the Required Holders may require), the obligations of the Parent under this Agreement and its Guarantee, including all covenants herein and therein contained, and such successor or acquiring entity shall succeed to and be substituted for the Parent with the same effect as if it had been named herein as a party hereto, provided, however, that no such sale shall release the Parent from any of its obligations and liabilities under this Agreement or its Guarantee unless such sale is followed by the complete liquidation of the Parent and substantially all the assets of the Parent immediately following such sale are distributed to the successor or acquiring entity in such liquidation;

     (ii) no Default or Event of Default exists or would exist after giving effect to such merger or consolidation; and

     (iii) the Consolidated EBITDA of the surviving corporation for the period of four fiscal quarters of the surviving corporation immediately preceding such transaction, determined as if such transaction had occurred on the first day of such period, is at least as great as the Consolidated EBITDA of the Parent for the same period (for the avoidance of doubt, determined without giving effect to such transaction).”

     m. Paragraph 6G (Subsidiary Restrictions) of the Shelf Agreement is hereby amended by adding the phrase “other than the Company” immediately after the first use of the word “Subsidiary” and immediately before the first use of the word “to” in the paragraph.

     n. Paragraph 6H (Issuance of Stock by Subsidiaries) of the Shelf Agreement is hereby amended by adding the phrase “other than the Company” immediately after the first use of the word “Subsidiary” and before the first parenthetical expression in the paragraph.

     o. Paragraph 6I (Guarantees) of the Shelf Agreement is hereby amended by deleting “6A(2); or” at the end of clause (iii) and inserting in its place “6B; or”.

5

     p. Paragraph 8D (Outstanding Debt) of the Shelf Agreement is hereby amended by deleting the reference to “Consolidated Total Debt” and adding “Consolidated Funded Indebtedness” in lieu thereof.

     q. Paragraph 10B (Other Terms) of the Shelf Agreement is hereby amended by adding (or amending and restating in their entirety, as applicable) the following terms in their proper alphabetical order:

     “Attributable Indebtedness” means, on any date, (a) in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capitalized Lease.

     “Capitalized Leases” means all leases that have been or should be, in accordance with GAAP, recorded as capitalized leases.

     “Consolidated EBIT” means, for any period, for the Parent and its direct and indirect Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such period plus (a) the following to the extent deducted in calculating such Consolidated Net Income: (i) Consolidated Interest Charges; (ii) the provision for federal, state, local and foreign income taxes payable by the Parent and its direct and indirect Subsidiaries for such period; (iii) non-cash charges for the appreciation of ESOP shares; (iv) non-cash stock option expenses under FASB Accounting Standards Codification 718 for such period; (v) non-cash expenses in connection with the Company’s Top Hat Plan and Deferred Compensation Plan for such period, to the extent such expenses are the result of increasing the participant liabilities for said plans due to the appreciation in value of the investments held; (vi) non-cash expenses other than temporary impairment of the Company’s Top Hat Plan and Deferred Compensation Plan for such period, to the extent such expenses are the result of the depreciation in value of the investments held in said plan; (vii) non-cash loss on the disposal of fixed assets for such period; and (viii) other non-recurring expenses of the Parent and its direct and indirect Subsidiaries reducing such Consolidated Net Income which do not represent a cash item in such period or any future period and minus (b) the following to the extent included in calculating such Consolidated Net Income: (i) federal, state, local and foreign income tax credits of the Parent and its direct and indirect Subsidiaries for such period; (ii) non-cash gains in connection with the Company’s Top Hat Plan and Deferred Compensation Plan for such period, to the extent such gains are the result of decreasing the participant liabilities for said plans due to the depreciation in value of the investments held; and (iii) other non-recurring non-cash items increasing Consolidated Net Income for such period.

     “Consolidated EBITDA” means, for any period, for the Parent and its direct and indirect Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such period plus (a) the following to the extent deducted in calculating such Consolidated Net Income: (i) interest expense calculated on a GAAP basis; (ii) the

6

provision for federal, state, local and foreign income taxes payable by the Parent and its direct and indirect Subsidiaries for such period; (iii) depreciation and amortization expense; (iv) non-cash charges for the appreciation of ESOP shares; (v) non-cash stock option expenses under FASB Accounting Standards Codification 718 for such period; (vi) non-cash expenses in connection with the Company’s Top Hat Plan and Deferred Compensation Plan for such period, to the extent such expenses are the result of increasing the participant liabilities for said plans due to the appreciation in value of the investments held; (vii) non-cash expenses other than temporary impairment of the Company’s Top Hat Plan and Deferred Compensation Plan for such period, to the extent such expenses are the result of the depreciation in value of the investments held; (viii) non-cash loss on the disposal of fixed assets for such period; and (ix) other non-recurring expenses of the Parent and its direct and indirect Subsidiaries reducing such Consolidated Net Income which do not represent a cash item in such period or any future period and minus (b) the following to the extent included in calculating such Consolidated Net Income: (i) federal, state, local and foreign income tax credits of the Parent and its direct and indirect Subsidiaries for such period; (ii) non-cash gains in connection with the Company’s Top Hat Plan and Deferred Compensation Plan for such period, to the extent such gains are the result of decreasing the participant liabilities for said plans due to the depreciation in value of the investments held; and (iii) other non-recurring non-cash items increasing Consolidated Net Income for such period.

     “Consolidated Funded Debt Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness as of such date to (b) Consolidated EBITDA for the period of the four fiscal quarters most recently ended.

For the purposes of calculating the Consolidated Funded Debt Leverage Ratio in connection with determining compliance with the financial covenant set forth and contained in Paragraph 6A(2) of this Agreement only, and for no other purpose, to the extent that the Parent acquires a Person in accordance with the terms, conditions, and provisions of this Agreement, the calculation of Consolidated EBITDA shall include the pro forma effect of such acquisition as if such acquisition shall have occurred on the first date of such period.

     “Consolidated Funded Indebtedness” means, as of any date of determination, for the Parent and its direct and indirect Subsidiaries on a consolidated basis, the sum of (a) the outstanding principal amount of all obligations, whether current or long-term, for borrowed money (including obligations under the Bank Agreement) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments, (b) all purchase money Indebtedness, (c) all obligations, whether contingent or otherwise, arising under letters of credit (including standby and commercial letters of credit), bankers’ acceptances, bank guaranties, surety bonds and similar instruments, (d) all obligations in respect of the deferred purchase price of Property or services (other than obligations to pay the earn out portion of the purchase price for Permitted Acquisitions and trade accounts payable in the ordinary course of business), (e) Attributable Indebtedness in respect of Capitalized Leases and Synthetic Lease Obligations, (f) without duplication, all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) through (e) above of Persons other than the Parent or any direct or

7

indirect Subsidiary, (g) without duplication, all Guarantees by the Parent and/or the Company of Permitted Subsidiary Acquisition Indebtedness, and (h) all Indebtedness of the types referred to in clauses (a) through (f) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which the Parent or a direct or indirect Subsidiary is a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to the Parent or such direct or indirect Subsidiary.

     “Consolidated Interest Charges” means, for any period, for the Parent and its direct and indirect Subsidiaries on a consolidated basis, all interest, premium payments, debt discount, fees, charges and related expenses of the Parent and its direct and indirect Subsidiaries in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case (a) paid in cash and (b) to the extent treated as interest in accordance with GAAP.

     “Consolidated Interest Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBIT for the period of the four prior fiscal quarters ending on such date to (b) Consolidated Interest Charges for such period.

     “Consolidated Net Income” means, for any period, for the Parent and its direct and indirect Subsidiaries on a consolidated basis, the net income of the Parent and its Subsidiaries (excluding extraordinary gains and extraordinary losses) for that period.

     “Domestic Subsidiary” means any Subsidiary that is organized under the laws of any political subdivision of the United States.

     “ESOP” means that certain Insurance Services Office, Inc. Employee Stock Ownership Plan established by the ESOP Trust Agreement dated January 3, 1997 as it may be amended and/or modified from time to time.

     “Material Domestic Subsidiary” means any Domestic Subsidiary (a) which accounts for, or is responsible for generating, ten percent (10%) or more of the consolidated operating income or consolidated revenue of the Parent and its direct and indirect Subsidiaries, as of the most recently ended fiscal quarter or (b) which contributed more than ten percent (10%) of Consolidated EBITDA for the most recently ended four fiscal quarter period; provided that no Domestic Subsidiary shall be deemed to be a Material Domestic Subsidiary for the purposes of compliance with paragraph 5N(1) until the earlier of (i) the inclusion of such Domestic Subsidiary in the annual audited consolidated results of the Parent for at least nine (9) months and such annual audited consolidated results shall have been publicly filed in the Parent’s annual report on Form 10-K and (ii) the public filing by the Parent of annual audited financial statements for such Domestic Subsidiary for the most recent fiscal year, provided that the determination of whether such annual audited financial statements for such Domestic Subsidiary are prepared and publicly filed shall be at the sole discretion of the Parent. Notwithstanding the foregoing definition to the contrary, the parties hereto hereby acknowledge and agree that, as of March 28, 2011, 3E Company Environmental, Ecological and Engineering, a Delaware corporation, is not a Material Domestic Subsidiary.

8

     “Parent” means Verisk Analytics, Inc., a Delaware corporation.

     “Permitted Acquisition” means any merger, consolidation, or acquisition with or of any Person which complies with each of the following terms and conditions:

     (a) said Person must be in a line of business substantially similar to those lines of business conducted by the Parent and its Subsidiaries as of September 10, 2010, or any business substantially related, reasonably complimentary, or incidental thereto; and

     (b) no Default or Event of Default shall exist at the time of, or shall result or be caused by, such merger, consolidation, or acquisition; and

     (c) all of the financial covenants set forth in paragraph 6A of this Agreement must be complied with on both a pro forma combined basis for the then current period and on a projected basis, and, as evidence of such compliance, the Required Holders shall have first received from the Parent a written certificate signed by a Responsible Officer showing, in reasonable detail, the calculation of the pro-forma Consolidated Funded Debt Leverage Ratio of the Parent and its Subsidiaries, after giving effect to such merger, consolidation, or acquisition; and

     (d) in the event the Parent is not the surviving Person, the surviving Person shall be a domestic Person that expressly assumes, by a written agreement satisfactory in form and substance to the Required Holders (which agreement may require, in connection with such assumption, the delivery of such opinions of counsel (who may be in-house counsel) as the Required Holders may reasonably require), the obligations of the Parent and the Company under this Agreement, including, without limitation, all covenants contained herein, and such successor or acquiring Person shall succeed to and be substituted for the Parent and the Company with the same effect as if it had been named herein as a party hereto, provided, however, that no such sale shall release the Parent or the Company from any of their obligations and liabilities under this Agreement unless such sale is followed by the complete liquidation of the Parent and substantially all the assets of the Parent immediately following such sale are distributed to the successor or acquiring Person in such liquidation.

     “Permitted Subsidiary Acquisition Indebtedness” means Indebtedness of any Subsidiary of the Parent which is:

     (a) owed by any Person at the time (i) such Person becomes a Subsidiary of or is merged with or into the Parent or a Subsidiary of the Parent or (ii) a Subsidiary acquires any Property from such Person and which Indebtedness is expressly assumed by such Subsidiary at the time of such acquisition; provided that (A) such Indebtedness was not created, incurred, or assumed by such Person or such Subsidiary in contemplation of any Permitted Acquisition, (B) in the event such Indebtedness shall be Guaranteed, such Guarantee shall be unsecured and shall be given by the Parent and/or the Company, and (C) the principal

9

amount of such Indebtedness shall not be increased at any time after it is first acquired or assumed, as applicable, or

     (b) incurred by such Subsidiary to finance or to refinance a Permitted Acquisition; provided that (i) such Indebtedness shall be incurred substantially simultaneously with the consummation of such Permitted Acquisition, (ii) the principal amount of such Indebtedness incurred in connection with such Permitted Acquisition shall not be increased at any time after it is first incurred, (iii) the principal amount of such Indebtedness (together with any accrued interest thereon and closing costs relating thereto) shall at no time exceed one hundred percent (100%) of the original purchase price of such Permitted Acquisition, and (iv) in the event such Indebtedness shall be Guaranteed, such Guarantee shall be unsecured and shall be given by the Parent and/or the Company.

     “Property” means any real or personal property, plant, building, facility, structure, underground storage tank, equipment or unit, or other asset owned, leased or operated by the Parent and/or any of its direct or indirect Subsidiaries.

     “Subsidiary” shall mean, as to any Person, any corporation, association or other business entity in which such Person or one or more of its Subsidiaries or such Person and one or more of its Subsidiaries owns more than 50% of the total combined voting power of all classes of Voting Stock. Unless the context otherwise clearly requires, any reference to a “Subsidiary” is a reference to a Subsidiary of the Company or the Parent, as applicable.

     “Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

     r. The following paragraph 11T is hereby added to the Shelf Agreement after paragraph 11S:

     “11T. Certain References to “Company”. (a) All references to “Company” in paragraphs 5, 6 and 7 of this Agreement, as well as in the definitions of the defined terms as used in such paragraphs, shall be deemed to mean the “Parent” except as follows:

     (i) all references to “Company” in paragraph 5B, paragraph 5L, paragraph 6D, the first instance of the word “Company” in paragraph 6G, the first instance of the word “Company” in paragraph 6H, clauses (vii), (xii) and (xiii) of paragraph 6M, clauses (i), (ii) and (iv) of paragraph 7A, the final paragraph of paragraph 7A, clauses (i) and (ii) of paragraph 7B and the definitions of “Bank Agreement” and “Credit Agreements” in paragraph 10B shall remain as references to the “Company”;

10

     (ii) all references to “Company” in clause (iv) of paragraph 6E shall be deemed to mean “Parent and the Company” and all references to “Company” in clauses (v), (vi) and (xi) of paragraph 7A shall be deemed to mean “Parent or the Company”;

     (iii) the reference to “Company’s” in clause (xiv) of paragraph 6C shall be deemed to mean “Parent’s or the Company’s”; and

     (iv) the references to “Company” in the definition of “Responsible Officer” shall be deemed to mean “Parent or the Company”, as applicable; and

     (v) for the avoidance of doubt, the references to “Company” in the amendments to this Agreement set forth in Waiver, Consent and Amendment No. 6 to Uncommitted Master Shelf Agreement shall remain as references to the “Company”.

     (b) All references to “Company” in paragraph 11C, paragraph 11F and paragraph 11R (other than in clause (iii) in the first proviso thereof or clause (v) in the second proviso thereof) shall be deemed to be “Parent and the Company”, and all references to “Company” in clause (iii) of paragraph 11I, clause (iii) in the first proviso of paragraph 11R and clause (v) in the second proviso of paragraph 11R shall be deemed to mean “Parent or the Company”.”

     4. CONDITIONS TO EFFECTIVENESS.

     a. Executed Counterparts. Prudential shall have received a counterpart of this Agreement executed by the Company and the Parent.

     b. Representations and Warranties as of March 28, 2011. The representations and warranties contained in Section 6 below shall be true on and as of the date hereof.

     c. Legal Fees. The Company shall have paid all costs and reasonable expenses of Prudential and the Purchasers relating to this Agreement due in accordance with paragraph 11B of the Shelf Agreement (including, without limitation, all reasonable attorney’s fees and disbursements).

     d. Parent Guarantee. Prudential shall have received a fully executed Guarantee from the Parent substantially in the form of Exhibit A hereto.

     e. Amendments to Private Placement Facilities. The Purchasers shall have received true and correct copies of fully executed amendments to each of the existing private placement facilities maintained by the Company as of the date above first written (the “Private Placement Amendments”) reflecting modifications to the terms thereof substantially the same as the changes set forth in Section 3 hereof, each in form and substance reasonably satisfactory to the Purchasers.

11

     f. Bank Amendment. The Purchaser shall have received a true and correct copy of the Fourth Amendment and Modification Agreement, of even date herewith, with respect to the Bank Agreement, executed by all parties thereto.

     g. Representations and Warranties. The representations and warranties contained in Section 6 below shall be true on and as of the effective date of the Private Placement Amendments.

     5. AGREEMENT OF PARENT.

     By its execution of this Agreement, the Parent hereby agrees and acknowledges that it is a party to the Shelf Agreement for all purposes.

     6. REPRESENTATIONS AND WARRANTIES.

     To induce you to enter into this Agreement, the Company and the Parent represent, warrant and acknowledge as follows:

     a. The execution, delivery and performance by the Company and the Parent of this Agreement (i) is within its corporate power and (ii) is legal and does not conflict with, result in any breach of, constitute a default under, or result in the creation of any Lien upon any property of the Parent, the Company or any Subsidiary under the provisions of: (A) any charter, instrument or bylaw to which it is a party or by which it or any of its property may be bound, (B) any order, judgment, decree or ruling of any court, arbitrator or governmental authority applicable to it or its property, or (C) any agreement or instrument to which it is a party or by which it or any of its properties may be bound or any statute or other rule or regulation of any governmental authority applicable to it or its properties, except where such conflict, breach, default or Lien could not reasonably be expected to have a Material Adverse Effect.

     b. This Agreement has been duly authorized, executed and delivered by a duly authorized officer of the Company and the Parent, and constitutes the legal, valid and binding obligations of the Company and the Parent, enforceable in accordance with its terms, except that enforceability may be limited by applicable bankruptcy, reorganization, arrangement, insolvency, fraudulent conveyance, moratorium or other similar laws affecting the enforceability of creditors’ rights generally and subject to the availability of equitable remedies.

     c. After giving effect to this Agreement, no Default or Event of Default has occurred and is continuing.

     d. No consent, approval, authorization or order of, or filing, registration or qualification with, any court or administrative or governmental body or third party is required in connection with the execution, delivery or performance by the Company and the Parent of this Agreement.

     e. Neither the Parent, the Company nor any of their Subsidiaries (i) is a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Asset Control, or in Section 1 of Executive Order No. 13,224 of September 23, 2001, Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to

12

Commit or Support Terrorism, 66 U.S. Fed. Reg. 49079 (2001), as amended, or is otherwise a Person which is the subject of United States sanctions laws and regulations or (ii) knowingly (as such term is defined in Section 101(6) of the Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010, United States Public Law 111195, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect engages in any dealings or transactions with any such Person.

     f. Neither the Parent nor the Company shall have made any payment to, or compensated in any way, any lenders under the private placement facilities in connection with any of the Private Placement Amendments or any lenders under the Bank Agreement.

     7. MISCELLANEOUS.

     a. Except as expressly provided herein, (i) no terms or provisions of the Shelf Agreement or any other agreement are modified or changed by this Agreement and (ii) the terms of this Agreement shall not operate as a waiver by the Purchasers of, or otherwise prejudice the Purchasers’ rights, remedies or powers under, the Shelf Agreement or under any applicable law, and all of such rights, remedies and powers are hereby expressly reserved.

     b. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

     c. The Parent and the Company agree to make such further changes to the Shelf Agreement as shall be reasonably requested by the Required Holders to make all provisions in the Shelf Agreement consistent with the specific changes set forth in this Agreement.

     d. This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument.

[signature pages follow]

13

     Each of the undersigned has caused this Agreement to be executed and delivered by its duly authorized officer as an agreement under seal as of the date first above written.

PRUDENTIAL INVESTMENT MANAGEMENT, INC.
	By:	/s/ Yvonne Guajardo
		Yvonne Guajardo
		Vice President
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
	By:	/s/ Yvonne Guajardo
		Yvonne Guajardo
		Vice President
PRUCO LIFE INSURANCE COMPANY
	By:	/s/ Yvonne Guajardo
		Yvonne Guajardo
		Assistant Vice President
PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
	By:	/s/ Yvonne Guajardo
		Yvonne Guajardo
		Assistant Vice President

[ISO Shelf Agreement Waiver, Consent and Amendment]

PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
By:	Prudential Investment Management, Inc., as Investment Manager
	By:	/s/ Yvonne Guajardo
		Yvonne Guajardo
		Vice President
PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION (formerly American Skandia Life Assurance Corporation)
By:	Prudential Investment Management, Inc., as investment manager
	By:	/s/ Yvonne Guajardo
		Yvonne Guajardo
		Vice President
GIBRALTAR LIFE INSURANCE CO., LTD.
By:	Prudential Investment Management (Japan), Inc., as Investment Manager
By:	Prudential Investment Management, Inc., as Sub-Adviser
	By:	/s/ Yvonne Guajardo
		Yvonne Guajardo
		Vice President
AMERICAN BANKERS INSURANCE COMPANY OF FLORIDA, INC.
By:	Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:	Prudential Private Placement Investors, Inc. (as its General Partner)

[ISO Shelf Agreement Waiver, Consent and Amendment]

By:	/s/ Yvonne Guajardo
	Yvonne Guajardo
	Vice President

[ISO Shelf Agreement Waiver, Consent and Amendment]

RGA REINSURANCE COMPANY
By:	Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:	Prudential Private Placement Investors, Inc. (as its General Partner)
	By:	/s/ Yvonne Guajardo
		Yvonne Guajardo
		Vice President
UNITED OF OMAHA LIFE INSURANCE COMPANY
By:	Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:	Prudential Private Placement Investors, Inc. (as its General Partner)
	By:	/s/ Yvonne Guajardo
		Yvonne Guajardo
		Vice President

[ISO Shelf Agreement Waiver, Consent and Amendment]

INSURANCE SERVICES OFFICE, INC.
By:	/s/ Mark V. Anquillare
Name:	Mark V. Anquillare
Title:	Executive Vice President and Chief Financial Officer
VERISK ANALYTICS, INC.
By:	/s/ Mark V. Anquillare
Name:	Mark V. Anquillare
Title:	Executive Vice President and Chief Financial Officer

[ISO Shelf Agreement Waiver, Consent and Amendment]

Schedule I

1. Credit Agreement, dated as of July 2, 2009 (as amended by a Letter Amendment, dated as of August 21, 2009, Second Amendment and Modification Agreement, dated as of April 19, 2010, Third Amendment and Modification Agreement, dated as of September 10, 2010, and Fourth Amendment and Modification Agreement, dated as of March 28, 2011), by and among the Company, Bank of America, N.A. as agent and lender, and the other lenders from time to time party thereto, as such agreement may be further amended, restated, replaced or otherwise modified from time to time.

2. Uncommitted Master Shelf Agreement, dated as of July 10, 2006 (as amended by an Amendment and Waiver dated as of December 29, 2006, and as further amended from time to time), by and among Insurance Services Office, Inc., a Delaware corporation, Principal Life Insurance Company and each Principal Affiliate (as defined therein) which has become bound by certain provisions thereof, and Principal Global Investors, LLC.

3. Uncommitted Master Shelf Agreement, dated as of March 16, 2007 (as amended by First Amendment to Uncommitted Master Shelf Agreement, dated as of March 16, 2010), and as further amended from time to time), by and among Insurance Services Office, Inc., a Delaware corporation, New York Life Insurance Company and each of the New York Life Affiliates (as defined therein) which has become bound by certain provisions thereof.

4. Uncommitted Master Shelf Agreement, dated as of December 10, 2008, (as may be amended from time to time), by and among Insurance Services Office, Inc., a Delaware corporation, Aviva Investors North America Inc. and each of the Aviva Affiliates (as defined therein) which has become bound by certain provisions thereof.

I-1

Exhibit A

FORM OF AGREEMENT OF GUARANTY

     THIS AGREEMENT OF GUARANTY (hereinafter, as it may be from time to time amended, modified, refinanced, extended, renewed and/or supplemented, referred to as this “Agreement of Guaranty”), is made the [ ] day of March, 2011 by

     VERISK ANALYTICS, INC., a corporation duly organized, validly existing in good standing under the laws of the State of Delaware having its principal office located at 545 Washington Boulevard, Jersey City, New Jersey 07310-1686 (the “Corporate Guarantor”);

IN FAVOR OF

     The Prudential Insurance Company of America, Pruco Life Insurance Company, Pruco Life Insurance Company of New Jersey, Prudential Retirement Insurance and Annuity Company, Prudential Annuities Life Assurance Corporation (formerly American Skandia Life Assurance Corporation), Gibraltar Life Insurance Co., Ltd., American Bankers Insurance Company of Florida, Inc., RGA Reinsurance Company, United of Omaha Life Insurance Company and each Prudential Affiliate which has become bound by certain provisions of the Note Agreement (as defined below, and as provided therein) (collectively, the “Purchasers”), and Prudential Investment Management, Inc. (“Prudential”, together with the Purchasers, the “Holders”), so long as they shall hold any Notes (as defined below) from time to time issued by Insurance Services Office, Inc. a Delaware corporation (the “Borrower”) under 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, Waiver and Amendment No. 4 to Uncommitted Master Shelf Agreement, dated as of February 28, 2007, Amendment No. 5 to Uncommitted Master Shelf Agreement, dated as of August 30, 2010, Waiver, Consent and Amendment No. 6 to Uncommitted Master Shelf Agreement dated as of the date above first written, and as further amended from time to time, the “Note Agreement”) by and between the Borrower and Holders relating to the issuance by the Borrower and the purchase by the Holders of the Borrower’s (i) 4.60% Series E Senior Notes due June 13, 2011 (the “Series E Notes”), (ii) 6.00% Series F Senior Notes due August 8, 2011 (the “Series F Notes”), (iii) 6.13% Series G Senior Notes due August 8, 2013 (the “Series G Notes”), (iv) 5.84% Series H Senior Notes, due October 26, 2015, (the “Series H Notes”), (v) 6.28% Series I Senior Notes, due April 29, 2015 (the “Series I Notes”) and (vi) 6.85% Series J Senior Notes due June 15, 2016 (the “Series J Notes”) and the issuance by the Borrower and the purchase by the Holders from time to time of additional Shelf Notes (as defined in the Note Agreement) (such additional Shelf Notes, together with the Series E Notes, Series F Notes, Series G Notes, Series H Notes, Series I notes and Series J Notes are referred to herein, as amended or supplemented from time to time, collectively, as the “Notes”).

A-1

W I T N E S S E T H:

     WHEREAS, defined terms used but not expressly defined herein shall have the same meanings when used herein as set forth in the Note Agreement.

     WHEREAS, in satisfaction of the condition to the waiver by the Purchasers set forth in Section (1)(b) of the Waiver, Consent and Amendment No. 6 to Uncommitted Master Shelf Agreement (the “Amendment”), dated as of the date above first written, the Corporate Guarantor has agreed to enter into and execute this Agreement of Guaranty, hereby guarantying the full, prompt and unconditional payment when due of any “Liabilities of the Borrower” (as such term is hereinafter defined) due and owing to the Holders in connection with the Notes, and the full and complete performance of all other monetary and non-monetary obligations of the Borrower with respect to the Notes.

     NOW, THEREFORE, THE CORPORATE GUARANTOR, HEREBY ABSOLUTELY AND UNCONDITIONALLY, REPRESENTS, WARRANTS AND COVENANTS AS FOLLOWS:

     1. The Corporate Guarantor hereby irrevocably guarantees the full, prompt and unconditional payment of each and every Liability of the Borrower owing to the Holders, when and as the same shall become due, whether at the stated maturity date, by acceleration or otherwise, including, without limitation, the full, prompt, and unconditional performance of each and every term and condition of any transaction to be kept and performed by the Borrower under the Note Agreement and the Notes (including, without limitation, interest accruing on the Notes after the commencement of a bankruptcy proceeding by or against the Company, regardless of whether such interest would be an allowed claim against the Company in such proceeding). This Agreement of Guaranty is a primary obligation of the Corporate Guarantor and shall be a continuing and inexhaustible agreement of guaranty. In the event any of the Liabilities of the Borrower shall not be paid according to their terms, the Corporate Guarantor shall immediately pay the same, this Agreement of Guaranty being a guaranty of full payment and not collectability.

     The term “Liability of the Borrower” or “Liabilities of the Borrower” shall include all obligations and liabilities of the Borrower owed to the Holders in connection with the Notes, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, due or to become due, to, and all obligations and liabilities of any successor of the Borrower owed to the Holders in connection with the Notes, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, due or to become due, to, or held by, the Holders.

     2. The Corporate Guarantor hereby represents and warrants that the financial statements contained in the Corporate Guarantor’s annual report on Form 10-K for the year ended December 31, 2010 (i) are true, correct and complete in all material respects, fairly represent, in all material respects, the Corporate Guarantor’s financial condition as of the date thereof, and no material adverse change has occurred in the Corporate Guarantor’s financial condition reflected therein since the dates thereof and (ii) no information has been omitted which would make the information previously furnished in such reports and financial statements misleading or incorrect in any material respect.

A-2

     3. The Corporate Guarantor hereby represents and warrants that (i) it is a corporation duly organized, validly existing and in good standing under the laws of its State of incorporation and that it is authorized to conduct its business in, and is in good standing under the laws of, each other jurisdiction wherein its ownership of property or conduct of business legally requires such authorization, licensing or qualification, except where the failure to be so authorized or in good standing would not reasonably be expected to result in a material adverse effect on the Corporate Guarantor, and (ii) it has all requisite power, authority, franchises and licenses to (a) execute and deliver this Agreement of Guaranty and any other document, agreement, certificate or instrument to which it is a party or by which it is bound and in connection with the Notes and to consummate the transactions and perform its obligations hereunder and thereunder and (b) own its properties and assets and to carry on and conduct its business as presently conducted or proposed to be conducted. All necessary action to authorize the execution, delivery and performance of this Agreement of Guaranty and to consummate the transactions contemplated hereunder and thereunder has been taken by the Corporate Guarantor.

     4. The Corporate Guarantor hereby represents and warrants that neither the execution and delivery of this Agreement of Guaranty nor any other document, agreement, certificate and instrument to which it is a party or by which it is bound in connection with the Notes, nor the consummation of the transactions contemplated hereunder or thereunder or the compliance with or performance of the terms and conditions herein or therein will result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the Corporate Guarantor, except as permitted in or anticipated by this Agreement of Guaranty, or is prevented by, limited by, conflicts with or will result in the breach or violation of or a default under the terms, conditions or provisions of (i) the Corporate Guarantor’s Articles of Incorporation, Bylaws, and/or any of the Corporate Guarantor’s other corporate governing documents, (ii) any indenture, evidence of indebtedness, loan or financing agreement, or other agreement or instrument of whatever nature to which the Corporate Guarantor is a party or by which the Corporate Guarantor is bound or (iii) any provision of any existing law, rule, regulation, order, writ, injunction or decree of any court or governmental authority to which the Corporate Guarantor is subject, except for any such breach, violation, or default with respect to the foregoing clauses (ii) and (iii) which would not reasonably be expected to result in a material adverse effect.

     5. The Corporate Guarantor hereby represents and warrants that it is not a party to any action, suit, proceeding, inquiry, hearing or investigation pending, or within the best of its knowledge, threatened, in any court of law or in equity, or before or by any governmental authority wherein there is a reasonable probability that an unfavorable determination, decision, decree, ruling or finding would (i) result in any material adverse change in the business, assets, liabilities, financial condition, properties or operations of the Corporate Guarantor, (ii) materially adversely affect the transactions contemplated by this Agreement of Guaranty and its ability to perform its obligations hereunder or (iii) adversely affect the validity or enforceability of this Agreement of Guaranty. The Corporate Guarantor hereby represents and warrants that to the best of its knowledge, it is not in violation of or default with respect to any order, writ, injunction, decree or demand of any such court or Governmental Authority, except for any such violation or default which would not reasonably be expected to result in a material adverse effect.

A-3

     6. The Corporate Guarantor hereby represents and warrants that (i) all consents, approvals, orders or authorizations of, or registrations, declarations or filings with any Governmental Authority which are required in connection with the valid execution and delivery of this Agreement of Guaranty, and the carrying out or performance of any of the transactions required or contemplated hereunder to be performed by it, have been obtained or accomplished and are in full force and effect and (ii) to the best of its knowledge, all timely consents, approvals, orders or authorizations of, or registrations, declarations or filings with any Governmental Authority which are required in connection with the issuance of the Notes have been obtained or accomplished and are in full force and effect, or can be obtained by the Borrower.

     7. The Corporate Guarantor hereby represents and warrants that (i) the assumption of its obligations hereunder will result in material benefits to it and (ii) this Agreement of Guaranty when executed and delivered will constitute a legal, valid and binding obligation on its part, enforceable against the Corporate Guarantor in accordance with its terms, subject, as to enforcement of remedies only, to any applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and similar laws of general application at the time in effect and general principles of equity.

     8. The Corporate Guarantor hereby waives notice of acceptance of this Agreement of Guaranty and notice of any Liability of the Borrower to which it may apply, and waives notice of default, non-payment, partial payment, presentment, demand, protest, notice of protest or dishonor and all other notices to which guarantors might otherwise be entitled, or which might be required by law and required to be given by the Holders, including, without limitation, all defenses based on suretyship or impairment of collateral (the Corporate Guarantor and the Holders intending this waiver to have the effects described in Section 48 of the Restatements (Third) of the Law of Suretyship and Guaranty).

     9. The Corporate Guarantor’s liability hereunder shall be in no way affected, diminished or released by (i) any amendment, change or modification of the provisions of the Notes or the Note Agreement, (ii) any extensions of time for performance required thereby, (iii) the release of the Borrower from performance or observation of any of the agreements, covenants, terms or conditions contained in any of said instruments by the Holders or by operation of law, whether made with or without notice to the Corporate Guarantor, (iv) acceptance by the Holders of additional security or any increase, substitution or changes therein, (v) the release by the Holders of any security or any withdrawal thereof or decrease therein or (vi) any other event or circumstance which might otherwise constitute a defense to the obligations hereunder to any of the Liabilities of the Borrower or to the obligations of others related hereto or thereto and the undersigned irrevocably waives the right to assert defenses, set-offs and counterclaims in any litigation relating to this guaranty and the Liabilities of the Borrower.

     10. Without incurring responsibility to the Corporate Guarantor and without impairing or releasing the obligations of the Corporate Guarantor hereunder, the Holders may at any time and from time to time without the consent of, or notice to the Corporate Guarantor, upon any terms or conditions and in whole or in part:

A-4

          (i) change the manner, place or terms of payment and/or change or extend the time for payment or renew or alter, any Liability of the Borrower or any security therefor, and the guaranty herein made shall apply to the Liabilities of the Borrower as so changed, extended, renewed or altered;

          (ii) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged, mortgaged or in which a security interest is given to secure, or howsoever securing, the Liabilities of the Borrower;

          (iii) exercise or refrain from exercising any rights against the Borrower or others (including the Corporate Guarantor) or against the security, or otherwise act or refrain from acting;

          (iv) settle or compromise any Liability of the Borrower, dispose of any security for any Liability of the Borrower, with or without consideration, or any liability incurred directly or indirectly in respect of any Liability of the Borrower or this Agreement of Guaranty, and may subordinate the payment of all or any part thereof to the payment of any Liability of the Borrower (whether due or not) to creditors of the Borrower other than the Holders and the Corporate Guarantor; and

          (v) apply any sums by whomsoever paid or howsoever realized to any Liability of the Borrower.

     11. No invalidity, irregularity or unenforceability of all or any part of any Liability of the Borrower or the impairment or loss of any security therefor, whether caused by any actions or inactions of the Holders, or otherwise, shall affect, impair or be a defense to this Agreement of Guaranty.

     12. The Corporate Guarantor hereby waives any right or claim of right to cause a marshalling of the Borrower’s assets or to cause the Holders to proceed against any of the security or collateral held by the Holders before proceeding against the Corporate Guarantor, and the Corporate Guarantor hereby waives any and all legal requirement that the Holders shall institute any action at law or in equity against the Borrower, or anyone else, with respect to the Notes or with respect to any security held by the Holders, as a condition precedent to bringing any action against the Corporate Guarantor upon this Agreement of Guaranty.

     13. Until all Liabilities of the Borrower shall have been indefeasibly paid in full, the Corporate Guarantor hereby irrevocably waives and relinquishes any and all statutory, contractual, common law, equitable or other claims and rights (i) to seek reimbursement, contribution, indemnification, set-off or other recourse from or against the Borrower in connection with any payments made by the Corporate Guarantor under this Agreement of Guaranty and (ii) to be subrogated to the Holders’ rights under the Notes upon the Corporate Guarantor’s performance under this Agreement of Guaranty.

     14. Until termination, this Agreement of Guaranty is made and shall continue as to any Liability of the Borrower to the Holders without regard to the existence of other collateral or security or guaranties, if any, or to the validity or effectiveness of any or all thereof; and any or

A-5

all such collateral and security and guaranties may, from time to time, without notice to or consent of the Corporate Guarantor, be sold, released, surrendered, exchanged, settled, compromised, waived, subordinated or modified, with or without consideration, on such terms and conditions as may be acceptable to the Holders without in any manner affecting or impairing the liability of the Corporate Guarantor. The Corporate Guarantor’s obligations under this Agreement of Guaranty shall extend to any and all monies advanced by the Holders pursuant to the Notes and the Note Agreement.

     15. The Corporate Guarantor hereby covenants and agrees that it shall furnish, or cause to be furnished, to the Holders the financial information required by the terms of the Note Agreement.

     16. If claim is ever made upon a Holder for repayment or recovery of any amount or amounts received by such Holder in payment for, or on account of, any of the Liabilities of the Borrower, and such Holder repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such Holder or any of its property, or (ii) any settlement or compromise of any such claim affected by such Holder with any such claimant (including the Borrower), then, and in such event, the Corporate Guarantor hereby agrees that any such judgment, decree, order, settlement or compromise shall be binding upon it, notwithstanding the cancellation of any note or any other instrument evidencing any Liability of the Borrower and the Corporate Guarantor shall be and remain liable to such Holder hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by such Holder.

     17. Settlement of any claim by a Holder against the Borrower, whether in any proceeding or not, and whether voluntary or involuntary, shall not reduce the amount due under the terms of this Agreement of Guaranty except to the extent of the amount paid by the Borrower in connection with the settlement.

     18. No delay on the part of a Holder in exercising any of its rights, powers or privileges or partial or single exercise thereof under the Notes, this Agreement of Guaranty or any other document made to or with such Holder by the Borrower shall operate as a waiver of any such privileges, powers or rights. No waiver of any of its rights hereunder, and no modification or amendment of this Agreement of Guaranty, shall be deemed to be made by a Holder unless the same shall be in writing, duly signed on behalf of such Holder, by a duly authorized officer, and each such waiver, if any, shall apply only with respect to the specific instance involved, and shall in no way impair the rights of such Holder or the obligations of the Corporate Guarantor to such Holder in any other respect at any other time.

     19. All rights, powers and remedies afforded to a Holder by reason of this Agreement of Guaranty are separate and cumulative remedies and no one of such remedies whether or not exercised by such Holder shall be deemed to exclude any of the other remedies available to such Holder nor prejudice availability of any other legal or equitable remedy which such Holder may have with respect to the Notes.

     20. This Agreement of Guaranty shall be governed by and construed and interpreted in accordance with, the laws of the State of New York and no defense given or allowed by the

A-6

laws of any other state or country shall be interposed in any action or proceeding hereon unless such defense is also given or allowed by the laws of the State of New York. A Holder may bring any action or proceeding to enforce or arising out of this Agreement of Guaranty in any court of competent jurisdiction. If the Holder commences such an action in a court located in the County of New York, State of New York, or any United States District Court in the Southern District of New York, the Corporate Guarantor hereby agrees that it will submit to the personal jurisdiction of such courts and will not attempt to have such action dismissed, abated or transferred on the ground of forum non conveniens, and in furtherance of such agreement, the Corporate Guarantor hereby agrees and consents that without limiting other methods of obtaining jurisdiction, personal jurisdiction over it in any such action or proceeding may be obtained within or without the jurisdiction of any court located in the State of New York and that any process or notice of motion or other application to any such court in connection with any such action or proceeding may be served upon the Corporate Guarantor by registered mail to or by personal service at the last known address of the Corporate Guarantor; provided, however, that nothing contained herein shall prohibit the Corporate Guarantor from seeking, by appropriate motion, to remove an action brought in the New York state court to the United States District Court for the Southern District of New York. If such action is so removed, however, the Corporate Guarantor shall not seek to transfer such action to any other district, nor shall the Corporate Guarantor seek to transfer to any other district any action which a Holder originally commences in such Federal court. Any action or proceeding brought by the Corporate Guarantor arising out of this Agreement of Guaranty shall be brought solely in a court of competent jurisdiction located in the County of New York, State of New York, or in a United States District Court in the Southern District of New York. The Corporate Guarantor hereby waives any right to seek removal of any action or proceeding other than as permitted according to this Paragraph 20.

     21. This Agreement of Guaranty shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns.

     22. This Agreement of Guaranty shall terminate upon the termination of the Notes in accordance with their terms. The Borrower or the Corporate Guarantor may terminate this Agreement of Guaranty and the Notes and all other obligations of the Borrower or the Corporate Guarantor to the Holders under the Notes, the Note Agreement or this Agreement of Guaranty, by paying to the Holders all sums due and owing to the Holders hereunder and under the Notes and the Note Agreement.

     23. Unless otherwise indicated differently, all notices, payments, requests, reports, information or demands which any party hereto may desire or may be required to give to any other party hereunder, shall be in writing and shall be personally delivered or sent by confirmed telecopy transmission or first-class certified or registered United States mail, postage prepaid, return receipt requested, and sent to the party at its address appearing at the beginning of this Agreement of Guaranty, or such other address as any party shall hereafter inform the other party hereto by written notice given as aforesaid. All notices, payments, requests, reports, information or demands so given shall be deemed effective upon receipt or, if mailed, upon receipt or the expiration of the third (3rd) day following the date of mailing, whichever occurs first, except that any notice of change in address shall be effective only upon receipt by the party to whom said notice is addressed. A failure to send the requisite copies does not invalidate an otherwise properly sent notice to the Corporate Guarantor and/or the Holders.

A-7

     24. In case of any proceedings to collect any liabilities of the Corporate Guarantor owed to the Holders hereunder, the Corporate Guarantor shall pay all costs and expenses of every kind for collection, sale or delivery of any collateral or assets or properties of the Corporate Guarantor, including reasonable attorneys’ fees, and after deducting such costs and expenses from the proceeds of sale or collection, the Holders may apply any residue to the liabilities of the Corporate Guarantor, who shall continue to be liable for any deficiency, with interest at the rate provided for in the Notes and/or the Note Agreement.

     25. In all references herein to any parties, persons, entities or corporations, the use of any particular gender or the plural or singular number is intended to include the appropriate gender or number as the text of the within instrument may require.

     26. The Corporate Guarantor hereby acknowledges and agrees that it shall have the sole responsibility for obtaining from the Borrower such information concerning the Borrower’s financial condition and business operations as the Corporate Guarantor may require, and that the Holders have no duty at any time to disclose to the Corporate Guarantor any information relating to the business operations or financial condition of the Borrower.

     27. THE CORPORATE GUARANTOR AND THE HOLDERS HEREBY WAIVE ANY AND ALL RIGHTS THAT THEY MAY NOW OR HEREAFTER HAVE, POSSESS AND ENJOY UNDER THE LAWS OF THE UNITED STATES OF AMERICA OR ANY STATE, TO A TRIAL BY JURY OF ANY AND ALL ISSUES ARISING EITHER DIRECTLY OR INDIRECTLY IN ANY ACTION OR PROCEEDING BETWEEN THE CORPORATE GUARANTOR AND THE HOLDERS OR THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OF GUARANTY. IT IS INTENDED THAT SAID WAIVER OF JURY TRIAL SHALL APPLY TO ANY AND ALL DEFENSES, RIGHTS, AND/OR COUNTERCLAIMS IN ANY ACTION OR PROCEEDING. THE CORPORATE GUARANTOR AND THE HOLDERS RECOGNIZE THAT ANY DISPUTE ARISING IN CONNECTION WITH THE NOTE AGREEMENT IS LIKELY TO BE COMPLEX AND CONSEQUENTLY THEY WISH TO STREAMLINE AND MINIMIZE THE COST OF THE DISPUTE RESOLUTION PROCESS BY AGREEING TO WAIVE THEIR RIGHTS TO A JURY TRIAL.

     28. The Corporate Guarantor hereby represents and warrants that other than its guaranty of the obligations of Borrower listed on the attached Schedule 28, it has not guaranteed or otherwise obligated itself to perform the obligations of Borrower or of any other entity. The Corporate Guarantor agrees that it will notify the Holders promptly if it guarantees or otherwise obligates itself to perform any other obligations of Borrower or any other entity other than as listed on Schedule 28.

[Signatures on the following pages]

A-8

     IN WITNESS WHEREOF, the Corporate Guarantor has caused this Agreement of Guaranty to be duly executed and delivered by its appropriate authorized corporate officers, all as of the day and year first above written.

ATTEST:		VERISK ANALYTICS, INC.,
		a Delaware corporation
By:		By:
Name:	Kenneth E. Thompson	Name:	Mark V. Anquillare
	Executive Vice President, General Counsel and Corporate Secretary	Title:	Executive Vice President and Chief Financial Officer

A-9

SCHEDULE 28

(List of Guarantees)

Guarantees in respect of (1) any committed or uncommitted revolving credit loan facilities and/or lines of credit made available to the Borrower pursuant to the Credit Agreement, dated as of July 2, 2009 (as amended, restated, replaced or otherwise modified from time to time) by and among the Borrower, Bank of America, N.A. as agent and lender, and the other lenders party thereto, (2) any Indebtedness incurred pursuant to the Borrower’s Uncommitted Master Shelf Agreements with each of Principal Global Investors, LLC, Aviva Investors North America Inc. and New York Life Insurance Company and/or their affiliates, the foregoing as amended or supplemented from time to time and (3) guarantees in respect of any Offering (as defined in the Amendment).

A-10

Exhibit B

Bank Agreement

B-1

EX-4.11

Exhibit 4.11

WAIVER, CONSENT AND AMENDMENT NO. 2
TO UNCOMMITTED MASTER SHELF AGREEMENT

As of March 28, 2011

Verisk Analytics, Inc.
545 Washington Boulevard
Jersey City, NJ 07310-1686

Insurance Services Office, Inc.
545 Washington Boulevard
Jersey City, NJ 07310-1686

Ladies and Gentlemen:

     Reference is made to that certain Uncommitted Master Shelf Agreement, dated as of March 16, 2007 (as amended by First Amendment to Uncommitted Master Shelf Agreement, dated as of March 16, 2010), and as further amended from time to time, the “Shelf Agreement”), by and among Insurance Services Office, Inc., a Delaware corporation (the “Company”), on the one hand, and New York Life Insurance Company (“New York Life”) and each of the New York Life Affiliates (as defined in the Shelf Agreement) which has become bound by certain provisions of the Shelf Agreement (as provided therein) (collectively, the “Purchasers”), on the other, whereby the Company issued and sold (i) each of its 5.87% Series A Senior Notes due October 26, 2013 and October 26, 2015, respectively (the “Series A Notes”) and (ii) its 6.35% Series B Senior Notes due April 29, 2015 (the “Series B Notes”), and proposes to issue additional Shelf Notes (as defined in the Shelf Agreement) (such additional Shelf Notes, together with the Series A Notes and the Series B Notes are referred to herein, collectively, as the “Notes”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Shelf Agreement. This Amendment No. 2 to Uncommitted Master Shelf Agreement shall be referred to herein as this “Agreement”.

     Pursuant to the request of the Company and Verisk Analytics, Inc., a Delaware corporation (the “Parent”), and in accordance with the provisions of paragraph 11C of the Shelf Agreement, the parties to this Agreement hereby agree as follows:

     1. WAIVERS.

     Subject to the satisfaction of the conditions set forth in Section 4 hereof, each Purchaser hereby waives, effective as of the date first above written, only the following:

     a. the Event of Default arising under paragraph 7A(f) caused by the Company’s failure to comply with paragraph 5K (Most Favored Lender Status) of the Shelf Agreement solely to the extent of the Company’s past failure to deliver amendments to the Shelf Agreement incorporating the more favorable provisions contained in any agreement set forth on Schedule I hereto; and

     b. the Event of Default arising under paragraph 7A(f) caused by the Company’s failure to comply with Section 6.12 (Additional Guarantors) of the Bank Agreement, which provisions have been deemed to be automatically included in the Shelf Agreement pursuant to Section 5K (Most Favored Lender Status), solely to the extent of the Company’s past failure to cause the Parent to become a Guarantor of the Notes pursuant to the terms of the Shelf Agreement (as so amended); provided that the Parent shall deliver, on the date first written above, an Agreement of Guaranty in favor of the holders of the Notes dated as of such date in the form attached hereto as Exhibit A.

     2. WAIVERS IN CONNECTION WITH AN OFFERING.

     Solely in connection with any underwritten offering of unsecured debt securities (whether registered under the Securities Act of 1933, as amended, (the “Securities Act”) or exempt therefrom (pursuant to Rule 144A under the Securities Act or otherwise)) to be issued by either the Parent or the Company and guaranteed by the Parent or the Company, as applicable, and any direct or indirect subsidiary of the Parent or the Company (an “Offering”), and subject to the satisfaction of the conditions set forth in Section 4 hereof, each Purchaser hereby waives, effective as of the date first above written, compliance with Sections 2.05(b)(iii), 7.02, 7.08 or 7.11 of the Bank Agreement (copies of which are attached hereto as Exhibit B) solely to the extent that such provisions would prohibit or otherwise affect the consummation of an Offering or the use of proceeds thereof, which provisions have been deemed to be automatically included in the Shelf Agreement pursuant to paragraph 5K (Most Favored Lender Status).

     3. AMENDMENTS.

     a. In accordance with the provisions of the Shelf Agreement, the Shelf Agreement is, subject to the satisfaction of the conditions set forth in Section 4 hereof, hereby amended effective as of the date first above written, to include any and all representations, warranties, covenants, event of default provisions, and any and all definitions related thereto, which are more favorable to the Purchasers and New York Life and that are included in any agreement set forth on Schedule I hereto (other than as expressly so amended in this Agreement).

     b. Clause (g) of paragraph 3A (Certain Documents) of the Shelf Agreement is hereby amended and restated in its entirety to read as follows:

     “(g) Certified copies of Requests for Information or copies (Form UCC-11) or equivalent reports listing all effective financing statements which name the Parent, the Company or any Subsidiary incorporated or formed in the United States (under its present name and previous names) as debtor and which are filed in the offices of the Secretaries of State of their respective jurisdictions of incorporation or formation, together with copies of such financing statements.”

     c. Paragraph 5J (Pari Passu Status) of the Shelf Agreement is hereby amended by adding the following sentence to the end thereof:

     “The Parent covenants that any and all Indebtedness owing under its Guarantee in favor of the holders of the Notes shall rank at least pari passu with all other present and future unsecured Indebtedness of the Parent.”

2

     d. Paragraph 5K (Most Favored Lender Status) of the Shelf Agreement is hereby amended by deleting “.” at the end of the first sentence of the first paragraph and adding the following proviso to the end thereof:

     “provided, however, that, so long as no Default or Event of Default shall then be continuing, any such amendment of this Agreement shall be deemed to (i) terminate automatically upon (x) the repayment in full and termination of such Indebtedness or (y) the effective date of the deletion of such more favorable provisions in respect of such Indebtedness pursuant to the terms of such Indebtedness or (ii) be amended automatically and in like manner and effect upon the effectiveness of any amendment of such more favorable provisions in respect of such Indebtedness pursuant to the terms of such Indebtedness. In no event shall any such termination or amendment referred to in the foregoing proviso have the effect of making this Agreement any less favorable to the holders of the Notes than was the case prior to the incorporation of any such more favorable provision pursuant to this paragraph.”

     For the avoidance of doubt, the parties to this Agreement hereby acknowledge and agree that the effect of the foregoing amendment shall be to terminate more favorable provisions incorporated in the Shelf Agreement pursuant to paragraph 5K to the extent the Indebtedness that gave rise to the incorporation of any such provision has been terminated, or any such provision has been deleted or amended in respect of such Indebtedness on or prior to the date of this Agreement (and for such purposes the requirement that no Default or Event of Default be continuing at the time of such termination, deletion or amendment shall hereby be deemed to have been satisfied).

     e. Paragraph 5K (Most Favored Lender Status) of the Shelf Agreement is hereby further amended by deleting the second sentence of the first paragraph and adding the following sentence in lieu thereof:

     “Within three (3) Business Days of either the inclusion of more favorable provisions or the deletion or amendment thereof as provided in the foregoing sentence, the Parent will deliver an executed written conforming amendment to this Agreement effective as of the date of such inclusion, deletion or amendment of more favorable provisions; provided, however, that the execution and delivery of such amendment shall not be a precondition to the effectiveness of such amendment, but shall merely be for the convenience of the parties hereto.”

     f. Paragraph 5L (Guarantees of Subsidiaries) of the Shelf Agreement is hereby amended and restated in its entirety to read as follows:

     “5L. Additional Guarantors. The Company shall notify the each holder of Notes at the time that any Person becomes (a) a Material Domestic Subsidiary or (b) the parent company of the Company, and promptly thereafter (and in any event within 30 days (in the case of the foregoing clause (a), within 30 days of the most recently ended fiscal quarter)), cause such Person to (i) become a Guarantor by executing and delivering to the each holder of Notes a counterpart of an agreement evidencing its Guarantee in favor of the holders of the Notes or such other document as the holders of Notes shall

3

reasonably deem appropriate for such purpose, and (ii) deliver to each holder of Notes documents of the types referred to in paragraphs 1B(1) through (5) and (7) of this Agreement and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in the foregoing clause (i)), with such agreement, documents and opinions referred to in clauses (i) and (ii) to be all in form, content and scope reasonably satisfactory to such holders.”

     g. Paragraph 6A(1) (Fixed Charge Coverage Ratio) of the Shelf Agreement is hereby amended and restated in its entirety to read as follows:

     “6A(1). Consolidated Interest Coverage Ratio. The Consolidated Interest Coverage Ratio as of the end of any fiscal quarter of the Parent to be less than 3.0-to-1.0.”

     h. Paragraph 6A(2) (Consolidated Leverage Ratio) of the Shelf Agreement is hereby amended and restated in its entirety to read as follows:

     “6A(2). Consolidated Funded Debt Leverage Ratio. The Consolidated Funded Debt Leverage Ratio at any time during any period of four fiscal quarters of the Parent to be greater than 3.0-to-1.0.”

     i. Paragraph 6C (Limitations on Liens and Encumbrances) of the Shelf Agreement is hereby amended by adding the phrase “and the Guarantees, as applicable,” immediately after the word “Notes” in all instances the word “Notes” appears in the first paragraph and in the first two instances the word “Notes” appears in the last paragraph.

     j. Paragraph 6C (Limitations on Liens and Encumbrances) of the Shelf Agreement is hereby amended further by deleting “.” at the end of clause (n) and by adding at the end thereof the following:

     “; provided that no such Liens permitted under this paragraph 6C may secure any obligation under the Bank Agreement or under any other additional, renewed, refinanced, refunded, restated, replacement or successor bank credit agreement of the Parent and any direct or indirect Subsidiaries or under any other private placement facilities now or in the future existing, as amended, renewed, refinanced, refunded, restated or replaced, of the Parent and any direct or indirect Subsidiaries.”

     k. Paragraph 6D (Merger and Consolidation) of the Shelf Agreement is hereby amended by adding “and” to the end of clause (a), deleting “; and” at the end of clause (b) and adding “.” in lieu thereof, and deleting clause (c) in its entirety.

     l. A new paragraph 6D(1) is hereby added to the Shelf Agreement immediately after paragraph 6D to read as follows:

     “6D(1). Merger and Consolidation with respect to Parent. The Parent will not consolidate with or merge into any other corporation, or transfer its properties and assets substantially as an entirety to any Person, unless:

4

     (i) the surviving corporation, if the Parent is not the survivor, is a U.S. corporation that expressly assumes, by a written agreement satisfactory in form and substance to the Required Holders (which agreement may require, in connection with such assumption, the delivery of such opinions of counsel as the Required Holders may require), the obligations of the Parent under this Agreement and its Guarantee, including all covenants herein and therein contained, and such successor or acquiring entity shall succeed to and be substituted for the Parent with the same effect as if it had been named herein as a party hereto, provided, however, that no such sale shall release the Parent from any of its obligations and liabilities under this Agreement or its Guarantee unless such sale is followed by the complete liquidation of the Parent and substantially all the assets of the Parent immediately following such sale are distributed to the successor or acquiring entity in such liquidation;

     (ii) no Default or Event of Default exists or would exist after giving effect to such merger or consolidation; and

     (iii) the Consolidated EBITDA of the surviving corporation for the period of four fiscal quarters of the surviving corporation immediately preceding such transaction, determined as if such transaction had occurred on the first day of such period, is at least as great as the Consolidated EBITDA of the Parent for the same period (for the avoidance of doubt, determined without giving effect to such transaction).”

     m. Paragraph 6G (Subsidiary Restrictions) of the Shelf Agreement is hereby amended by adding the phrase “other than the Company” immediately after the first use of the word “Subsidiary” and immediately before the first use of the word “to” in the paragraph.

     n. Paragraph 6H (Issuance of Stock by Subsidiaries) of the Shelf Agreement is hereby amended by adding the phrase “other than the Company” immediately after the first use of the word “Subsidiary” and before the first parenthetical expression in the paragraph.

     o. Paragraph 6I (Guarantees) of the Shelf Agreement is hereby amended by deleting “6A(2)” at the end of clause (c) and inserting in its place “6B.”

     p. Paragraph 8D (Outstanding Debt) of the Shelf Agreement is hereby amended by deleting the reference to “Consolidated Total Debt” and adding “Consolidated Funded Indebtedness” in lieu thereof.

     q. Paragraph 10B (Other Terms) of the Shelf Agreement is hereby amended by adding (or amending and restating in their entirety, as applicable) the following terms in their proper alphabetical order:

     “Attributable Indebtedness” means, on any date, (a) in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capitalized Lease.

5

     “Bank Agreement” shall mean that certain Credit Agreement, dated as of July 2, 2009, by and among the Company, Bank of America, N.A. as agent and lender, and the other lenders from time to time party thereto, as such agreement may be amended, restated, replaced or otherwise modified from time to time.

     “Capitalized Leases” means all leases that have been or should be, in accordance with GAAP, recorded as capitalized leases.

     “Consolidated EBIT” means, for any period, for the Parent and its direct and indirect Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such period plus (a) the following to the extent deducted in calculating such Consolidated Net Income: (i) Consolidated Interest Charges; (ii) the provision for federal, state, local and foreign income taxes payable by the Parent and its direct and indirect Subsidiaries for such period; (iii) non-cash charges for the appreciation of ESOP shares; (iv) non-cash stock option expenses under FASB Accounting Standards Codification 718 for such period; (v) non-cash expenses in connection with the Company’s Top Hat Plan and Deferred Compensation Plan for such period, to the extent such expenses are the result of increasing the participant liabilities for said plans due to the appreciation in value of the investments held; (vi) non-cash expenses other than temporary impairment of the Company’s Top Hat Plan and Deferred Compensation Plan for such period, to the extent such expenses are the result of the depreciation in value of the investments held in said plan; (vii) non-cash loss on the disposal of fixed assets for such period; and (viii) other non-recurring expenses of the Parent and its direct and indirect Subsidiaries reducing such Consolidated Net Income which do not represent a cash item in such period or any future period and minus (b) the following to the extent included in calculating such Consolidated Net Income: (i) federal, state, local and foreign income tax credits of the Parent and its direct and indirect Subsidiaries for such period; (ii) non-cash gains in connection with the Company’s Top Hat Plan and Deferred Compensation Plan for such period, to the extent such gains are the result of decreasing the participant liabilities for said plans due to the depreciation in value of the investments held; and (iii) other non-recurring non-cash items increasing Consolidated Net Income for such period.

     “Consolidated EBITDA” means, for any period, for the Parent and its direct and indirect Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such period plus (a) the following to the extent deducted in calculating such Consolidated Net Income: (i) interest expense calculated on a GAAP basis; (ii) the provision for federal, state, local and foreign income taxes payable by the Parent and its direct and indirect Subsidiaries for such period; (iii) depreciation and amortization expense; (iv) non-cash charges for the appreciation of ESOP shares; (v) non-cash stock option expenses under FASB Accounting Standards Codification 718 for such period; (vi) non-cash expenses in connection with the Company’s Top Hat Plan and Deferred Compensation Plan for such period, to the extent such expenses are the result of increasing the participant liabilities for said plans due to the appreciation in value of the investments held; (vii) non-cash expenses other than temporary impairment of the Company’s Top Hat Plan and Deferred Compensation Plan for such period, to the extent such expenses are the result of the depreciation in value of the investments held; (viii) non-cash loss on the disposal of fixed assets for such period; and (ix) other non-recurring

6

expenses of the Parent and its direct and indirect Subsidiaries reducing such Consolidated Net Income which do not represent a cash item in such period or any future period and minus (b) the following to the extent included in calculating such Consolidated Net Income: (i) federal, state, local and foreign income tax credits of the Parent and its direct and indirect Subsidiaries for such period; (ii) non-cash gains in connection with the Company’s Top Hat Plan and Deferred Compensation Plan for such period, to the extent such gains are the result of decreasing the participant liabilities for said plans due to the depreciation in value of the investments held; and (iii) other non-recurring non-cash items increasing Consolidated Net Income for such period.

     “Consolidated Funded Debt Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness as of such date to (b) Consolidated EBITDA for the period of the four fiscal quarters most recently ended.

For the purposes of calculating the Consolidated Funded Debt Leverage Ratio in connection with determining compliance with the financial covenant set forth and contained in Paragraph 6A(2) of this Agreement only, and for no other purpose, to the extent that the Parent acquires a Person in accordance with the terms, conditions, and provisions of this Agreement, the calculation of Consolidated EBITDA shall include the pro forma effect of such acquisition as if such acquisition shall have occurred on the first date of such period.

     “Consolidated Funded Indebtedness” means, as of any date of determination, for the Parent and its direct and indirect Subsidiaries on a consolidated basis, the sum of (a) the outstanding principal amount of all obligations, whether current or long-term, for borrowed money (including obligations under the Bank Agreement) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments, (b) all purchase money Indebtedness, (c) all obligations, whether contingent or otherwise, arising under letters of credit (including standby and commercial letters of credit), bankers’ acceptances, bank guaranties, surety bonds and similar instruments, (d) all obligations in respect of the deferred purchase price of Property or services (other than obligations to pay the earn out portion of the purchase price for Permitted Acquisitions and trade accounts payable in the ordinary course of business), (e) Attributable Indebtedness in respect of Capitalized Leases and Synthetic Lease Obligations, (f) without duplication, all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) through (e) above of Persons other than the Parent or any direct or indirect Subsidiary, (g) without duplication, all Guarantees by the Parent and/or the Company of Permitted Subsidiary Acquisition Indebtedness, and (h) all Indebtedness of the types referred to in clauses (a) through (f) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which the Parent or a direct or indirect Subsidiary is a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to the Parent or such direct or indirect Subsidiary.

     “Consolidated Interest Charges” means, for any period, for the Parent and its direct and indirect Subsidiaries on a consolidated basis, all interest, premium payments, debt discount, fees, charges and related expenses of the Parent and its direct and indirect

7

Subsidiaries in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case (a) paid in cash and (b) to the extent treated as interest in accordance with GAAP.

     “Consolidated Interest Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBIT for the period of the four prior fiscal quarters ending on such date to (b) Consolidated Interest Charges for such period.

     “Consolidated Net Income” means, for any period, for the Parent and its direct and indirect Subsidiaries on a consolidated basis, the net income of the Parent and its Subsidiaries (excluding extraordinary gains and extraordinary losses) for that period.

     “Domestic Subsidiary” means any Subsidiary that is organized under the laws of any political subdivision of the United States.

     “ESOP” means that certain Insurance Services Office, Inc. Employee Stock Ownership Plan established by the ESOP Trust Agreement dated January 3, 1997 as it may be amended and/or modified from time to time.

     “Material Domestic Subsidiary” means any Domestic Subsidiary (a) which accounts for, or is responsible for generating, ten percent (10%) or more of the consolidated operating income or consolidated revenue of the Parent and its direct and indirect Subsidiaries, as of the most recently ended fiscal quarter or (b) which contributed more than ten percent (10%) of Consolidated EBITDA for the most recently ended four fiscal quarter period; provided that no Domestic Subsidiary shall be deemed to be a Material Domestic Subsidiary for the purposes of compliance with paragraph 5L until the earlier of (i) the inclusion of such Domestic Subsidiary in the annual audited consolidated results of the Parent for at least nine (9) months and such annual audited consolidated results shall have been publicly filed in the Parent’s annual report on Form 10-K and (ii) the public filing by the Parent of annual audited financial statements for such Domestic Subsidiary for the most recent fiscal year, provided that the determination of whether such annual audited financial statements for such Domestic Subsidiary are prepared and publicly filed shall be at the sole discretion of the Parent. Notwithstanding the foregoing definition to the contrary, the parties hereto hereby acknowledge and agree that, as of March 28, 2011, 3E Company Environmental, Ecological and Engineering, a Delaware corporation, is not a Material Domestic Subsidiary.

     “Parent” means Verisk Analytics, Inc., a Delaware corporation.

     “Permitted Acquisition” means any merger, consolidation, or acquisition with or of any Person which complies with each of the following terms and conditions:

     (a) said Person must be in a line of business substantially similar to those lines of business conducted by the Parent and its Subsidiaries as of September 10, 2010, or any business substantially related, reasonably complimentary, or incidental thereto; and

8

     (b) no Default or Event of Default shall exist at the time of, or shall result or be caused by, such merger, consolidation, or acquisition; and

     (c) all of the financial covenants set forth in paragraph 6A of this Agreement must be complied with on both a pro forma combined basis for the then current period and on a projected basis, and, as evidence of such compliance, the Required Holders shall have first received from the Parent a written certificate signed by a Responsible Officer showing, in reasonable detail, the calculation of the pro-forma Consolidated Funded Debt Leverage Ratio of the Parent and its Subsidiaries, after giving effect to such merger, consolidation, or acquisition; and

     (d) in the event the Parent is not the surviving Person, the surviving Person shall be a domestic Person that expressly assumes, by a written agreement satisfactory in form and substance to the Required Holders (which agreement may require, in connection with such assumption, the delivery of such opinions of counsel (who may be in-house counsel) as the Required Holders may reasonably require), the obligations of the Parent and the Company under this Agreement, including, without limitation, all covenants contained herein, and such successor or acquiring Person shall succeed to and be substituted for the Parent and the Company with the same effect as if it had been named herein as a party hereto, provided, however, that no such sale shall release the Parent or the Company from any of their obligations and liabilities under this Agreement unless such sale is followed by the complete liquidation of the Parent and substantially all the assets of the Parent immediately following such sale are distributed to the successor or acquiring Person in such liquidation.

     “Permitted Subsidiary Acquisition Indebtedness” means Indebtedness of any Subsidiary of the Parent which is:

     (a) owed by any Person at the time (i) such Person becomes a Subsidiary of or is merged with or into the Parent or a Subsidiary of the Parent or (ii) a Subsidiary acquires any Property from such Person and which Indebtedness is expressly assumed by such Subsidiary at the time of such acquisition; provided that (A) such Indebtedness was not created, incurred, or assumed by such Person or such Subsidiary in contemplation of any Permitted Acquisition, (B) in the event such Indebtedness shall be Guaranteed, such Guarantee shall be unsecured and shall be given by the Parent and/or the Company, and (C) the principal amount of such Indebtedness shall not be increased at any time after it is first acquired or assumed, as applicable, or

     (b) incurred by such Subsidiary to finance or to refinance a Permitted Acquisition; provided that (i) such Indebtedness shall be incurred substantially simultaneously with the consummation of such Permitted Acquisition, (ii) the principal amount of such Indebtedness incurred in connection with such Permitted Acquisition shall not be increased at any time after it is first incurred, (iii) the principal amount of such Indebtedness (together with any accrued interest thereon and closing costs relating thereto) shall at no time exceed one hundred percent

9

(100%) of the original purchase price of such Permitted Acquisition, and (iv) in the event such Indebtedness shall be Guaranteed, such Guarantee shall be unsecured and shall be given by the Parent and/or the Company.

     “Property” means any real or personal property, plant, building, facility, structure, underground storage tank, equipment or unit, or other asset owned, leased or operated by the Parent and/or any of its direct or indirect Subsidiaries.

     “Subsidiary” shall mean, as to any Person, any corporation, association or other business entity in which such Person or one or more of its Subsidiaries or such Person and one or more of its Subsidiaries owns more than 50% of the total combined voting power of all classes of Voting Stock. Unless the context otherwise clearly requires, any reference to a “Subsidiary” is a reference to a Subsidiary of the Company or the Parent, as applicable.

     “Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

     “Top Hat and Deferred Compensation Plan” means the Supplemental Executive Retirement Savings Plan and Supplemental Cash Balance Plan, each as amended and restated effective January 1, 2009.

     r. The following paragraph 11U is hereby added to the Shelf Agreement after paragraph 11T:

     “11U. Certain References to “Company”. (a) All references to “Company” in paragraphs 5, 6 and 7 of this Agreement, as well as in the definitions of the defined terms as used in such paragraphs, shall be deemed to mean the “Parent” except as follows:

     (i) all references to “Company” in the final paragraph of paragraph 5A, paragraph 5J, paragraph 6D, the first instance of the word “Company” in paragraph 6G, the first instance of the word “Company” in paragraph 6H, clauses (g), (l) and (m) of paragraph 6M, clauses (a), (b) and (d) of paragraph 7A, paragraph 7B, clauses (a) and (b) of paragraph 7C and the definitions of “Bank Agreement” and “Credit Agreements” shall remain as references to the “Company”;

     (ii) all references to “Company” in clause (d) of paragraph 6E shall be deemed to mean “Parent and the Company” and all references to “Company” in clauses (e), (f) and (k) of paragraph 7A shall be deemed to mean “Parent or the Company”;

     (iii) the reference to “Company’s” in clause (n) of paragraph 6C shall be deemed to mean “Parent’s or the Company’s”; and

10

     (iv) the references to “Company” in the definition of “Responsible Officer” shall be deemed to mean “Parent or the Company, as applicable; and

     (v) for the avoidance of doubt, the references to “Company” in the amendments to this Agreement set forth in Waiver, Consent and Amendment No. 2 to Uncommitted Master Shelf Agreement shall remain as references to the “Company”.

     (b) All references to “Company” in paragraph 11C, paragraph 11F and paragraph 11R (other than in clause (a)(iii) or clause (b)(v)) shall be deemed to be “Parent and the Company”, and all references to “Company” in clause (iii) of paragraph 11I and clause (a)(iii) and clause (b)(v) of paragraph 11R shall be deemed to mean “Parent or the Company”.”

     s. Paragraph 10C (Accounting Principles, Terms and Determinations) of the Shelf Agreement is hereby amended by adding a new sentence to the end thereof to read as follows:

     “For purposes of determining compliance with the financial covenants contained herein, any election by the Company to measure an item of Indebtedness using fair value (as permitted by Accounting Standards Codification Section 825-10 or any similar accounting standard) shall be disregarded and such determination shall be made as if such election had not been made.”

     4. CONDITIONS TO EFFECTIVENESS.

     a. Executed Counterparts. New York Life shall have received a counterpart of this Agreement executed by the Company and the Parent.

     b. Representations and Warranties as of March 28, 2011. The representations and warranties contained in Section 6 below shall be true on and as of the date hereof.

     c. Legal Fees. The Company shall have paid all costs and reasonable expenses of New York Life and the Purchasers relating to this Agreement due in accordance with paragraph 11B of the Shelf Agreement (including, without limitation, all reasonable attorney’s fees and disbursements).

     d. Parent Guarantee. New York Life shall have received a fully executed Agreement of Guaranty from the Parent substantially in the form of Exhibit A hereto.

     e. Amendments to Private Placement Facilities. The Purchasers shall have received true and correct copies of fully executed amendments to each of the existing private placement facilities maintained by the Company as of the date above first written (the “Private Placement Amendments”) reflecting modifications to the terms thereof substantially the same as the changes set forth in Section 3 hereof, each in form and substance reasonably satisfactory to the Purchasers.

11

     f. Bank Amendment. The Purchaser shall have received a true and correct copy of the Fourth Amendment and Modification Agreement, of even date herewith, with respect to the Bank Agreement, executed by all parties thereto.

     g. Representations and Warranties. The representations and warranties contained in Section 6 below shall be true on and as of the effective date of the Private Placement Amendments.

     5. AGREEMENT OF PARENT.

     By its execution of this Agreement, the Parent hereby agrees and acknowledges that it is a party to the Shelf Agreement for all purposes.

     6. REPRESENTATIONS AND WARRANTIES.

     To induce you to enter into this Agreement, the Company and the Parent represent, warrant and acknowledge as follows:

     a. The execution, delivery and performance by the Company and the Parent of this Agreement (i) is within its corporate power and (ii) is legal and does not conflict with, result in any breach of, constitute a default under, or result in the creation of any Lien upon any property of the Parent, the Company or any Subsidiary under the provisions of: (A) any charter, instrument or bylaw to which it is a party or by which it or any of its property may be bound, (B) any order, judgment, decree or ruling of any court, arbitrator or governmental authority applicable to it or its property, or (C) any agreement or instrument to which it is a party or by which it or any of its properties may be bound or any statute or other rule or regulation of any governmental authority applicable to it or its properties, except where such conflict, breach, default or Lien could not reasonably be expected to have a Material Adverse Effect.

     b. This Agreement has been duly authorized, executed and delivered by a duly authorized officer of the Company and the Parent, and constitutes the legal, valid and binding obligations of the Company and the Parent, enforceable in accordance with its terms, except that enforceability may be limited by applicable bankruptcy, reorganization, arrangement, insolvency, fraudulent conveyance, moratorium or other similar laws affecting the enforceability of creditors’ rights generally and subject to the availability of equitable remedies.

     c. After giving effect to this Agreement, no Default or Event of Default has occurred and is continuing.

     d. No consent, approval, authorization or order of, or filing, registration or qualification with, any court or administrative or governmental body or third party is required in connection with the execution, delivery or performance by the Company and the Parent of this Agreement.

     e. Neither the Parent, the Company nor any of their Subsidiaries (i) is a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Asset Control, or in Section 1 of Executive Order No. 13,224 of September 23, 2001, Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to

12

Commit or Support Terrorism, 66 U.S. Fed. Reg. 49079 (2001), as amended, or is otherwise a Person which is the subject of United States sanctions laws and regulations or (ii) knowingly (as such term is defined in Section 101(6) of the Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010, United States Public Law 111195, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect engages in any dealings or transactions with any such Person.

     f. Neither the Parent nor the Company shall have made any payment to, or compensated in any way, any lenders under the private placement facilities in connection with any of the Private Placement Amendments or any lenders under the Bank Agreement.

     7. MISCELLANEOUS.

     a. Except as expressly provided herein, (i) no terms or provisions of the Shelf Agreement or any other agreement are modified or changed by this Agreement and (ii) the terms of this Agreement shall not operate as a waiver by the Purchasers of, or otherwise prejudice the Purchasers’ rights, remedies or powers under, the Shelf Agreement or under any applicable law, and all of such rights, remedies and powers are hereby expressly reserved.

     b. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

     c. The Parent and the Company agree to make such further changes to the Shelf Agreement as shall be reasonably requested by the Required Holders to make all provisions in the Shelf Agreement consistent with the specific changes set forth in this Agreement.

     d. This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument.

[signature pages follow]

13

     Each of the undersigned has caused this Agreement to be executed and delivered by its duly authorized officer as an agreement under seal as of the date first above written.

NEW YORK LIFE INSURANCE COMPANY
	By:	/s/ Kathleen Haberkern
		Kathleen Haberkern
		Corporate Vice President
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
By: New York Life Investment Management LLC, its Investment Manager
	By:	/s/ Kathleen Haberkern
		Kathleen Haberkern
		Director
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3)
By: New York Life Investment Management LLC, its Investment Manager
	By:	/s/ Kathleen Haberkern
		Kathleen Haberkern
		Director
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2)
By: New York Life Investment Management LLC, its Investment Manager
	By:	/s/ Kathleen Haberkern
		Kathleen Haberkern
		Director

[ISO Shelf Agreement Waiver, Consent and Amendment]

NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 30C)
By: New York Life Investment Management LLC, its Investment Manager
	By:	/s/ Kathleen Haberkern
		Kathleen Haberkern
		Director

[ISO Shelf Agreement Waiver, Consent and Amendment]

INSURANCE SERVICES OFFICE, INC.
By:	/s/ Mark V. Anquillare
Name: Mark V. Anquillare
Title: Executive Vice President and Chief Financial Officer
VERISK ANALYTICS, INC.
By:	/s/ Mark V. Anquillare
Name: Mark V. Anquillare
Title: Executive Vice President and Chief Financial Officer

[ISO Shelf Agreement Waiver, Consent and Amendment]

Schedule I

1.	Credit Agreement, dated as of July 2, 2009 (as amended by a Letter Amendment, dated as of August 21, 2009, Second Amendment and Modification Agreement, dated as of April 19, 2010, Third Amendment and Modification Agreement, dated as of September 10, 2010, and Fourth Amendment and Modification Agreement, dated as of March 28, 2011), by and among the Company, Bank of America, N.A. as agent and lender, and the other lenders from time to time party thereto, as such agreement may be further amended, restated, replaced or otherwise modified from time to time.
2.	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 1, 2005, Amendment No. 3 to Note Purchase and Master Shelf Agreement, dated as of January 23, 2006, Waiver and Amendment No. 4 to Uncommitted Master Shelf Agreement, dated as of February 28, 2007, Amendment No. 5 to Uncommitted Master Shelf Agreement, dated as of August 30, 2010, and as further amended from time to time), by and among Insurance Services Office, Inc., a Delaware corporation, The Prudential Insurance Company of America, Pruco Life Insurance Company, Pruco Life Insurance Company of New Jersey, Prudential Retirement Insurance and Annuity Company, Prudential Annuities Life Assurance Corporation (formerly American Skandia Life Assurance Corporation), Gibraltar Life Insurance Co., Ltd., American Bankers Insurance Company of Florida, Inc., RGA Reinsurance Company, United of Omaha Life Insurance Company and each Prudential Affiliate (as defined therein) which has become bound by certain provisions thereof, and Prudential Investment Management, Inc.
3.	Uncommitted Master Shelf Agreement, dated as of July 10, 2006 (as amended by an Amendment and Waiver dated as of December 29, 2006, and as further amended from time to time), by and among Insurance Services Office, Inc., a Delaware corporation, Principal Life Insurance Company and each Principal Affiliate (as defined therein) which has become bound by certain provisions thereof, and Principal Global Investors, LLC.
4.	Uncommitted Master Shelf Agreement, dated as of December 10, 2008, (as may be amended from time to time), by and among Insurance Services Office, Inc., a Delaware corporation, Aviva Investors North America Inc. and each of the Aviva Affiliates (as defined therein) which has become bound by certain provisions thereof.

I-1

Exhibit A

FORM OF AGREEMENT OF GUARANTY

     THIS AGREEMENT OF GUARANTY (hereinafter, as it may be from time to time amended, modified, refinanced, extended, renewed and/or supplemented, referred to as this “Agreement of Guaranty”), is made the [ ] day of March, 2011 by

     VERISK ANALYTICS, INC., a corporation duly organized, validly existing in good standing under the laws of the State of Delaware having its principal office located at 545 Washington Boulevard, Jersey City, New Jersey 07310-1686 (the “Corporate Guarantor”);

     IN FAVOR OF

     New York Life Insurance Company (“New York Life”) and each of the New York Life Affiliates (as defined in the Note Agreement as defined below) which has become bound by certain provisions of the Note Agreement (as provided therein) (together with New York Life, the “Holders”), so long as they shall hold any Notes (as defined below) from time to time issued by Insurance Services Office, Inc. a Delaware corporation (the “Borrower”) under that certain Uncommitted Master Shelf Agreement, dated as of March 16, 2007, (as amended by First Amendment to Uncommitted Master Shelf Agreement, dated as of March 16, 2010, Waiver, Consent and Amendment No. 2 to Uncommitted Master Shelf Agreement dated as of the date above first written and as further amended from time to time, the “Note Agreement”) by and between the Borrower and Holders relating to the issuance by the Borrower and the purchase by the Holders of (i) each of the Borrower’s 5.87% Series A Senior Notes due October 26, 2013 and October 26, 2015, respectively (the “Series A Notes”) and (ii) the Borrower’s 6.35% Series B Senior Notes due April 29, 2015 (the “Series B Notes” and the issuance by the Borrower and the purchase by the Holders from time to time of additional Shelf Notes (as defined in the Note Agreement) (such additional Shelf Notes, together with the Series A Notes and the Series B Notes are referred to herein, as amended or supplemented from time to time, collectively, as the “Notes”).

W I T N E S S E T H:

     WHEREAS, defined terms used but not expressly defined herein shall have the same meanings when used herein as set forth in the Note Agreement.

     WHEREAS, in satisfaction of the condition to the waiver by the Purchasers set forth in Section (1)(b) of the Waiver, Consent and Amendment No. 2 to Uncommitted Master Shelf Agreement (the “Amendment”), dated as of the date above first written, the Corporate Guarantor has agreed to enter into and execute this Agreement of Guaranty, hereby guarantying the full, prompt and unconditional payment when due of any “Liabilities of the Borrower” (as such term is hereinafter defined) due and owing to the Holders in connection with the Notes, and the full and complete performance of all other monetary and non-monetary obligations of the Borrower with respect to the Notes.

A-1

     NOW, THEREFORE, THE CORPORATE GUARANTOR, HEREBY ABSOLUTELY AND UNCONDITIONALLY, REPRESENTS, WARRANTS AND COVENANTS AS FOLLOWS:

     1. The Corporate Guarantor hereby irrevocably guarantees the full, prompt and unconditional payment of each and every Liability of the Borrower owing to the Holders, when and as the same shall become due, whether at the stated maturity date, by acceleration or otherwise, including, without limitation, the full, prompt, and unconditional performance of each and every term and condition of any transaction to be kept and performed by the Borrower under the Note Agreement and the Notes (including, without limitation, interest accruing on the Notes after the commencement of a bankruptcy proceeding by or against the Company, regardless of whether such interest would be an allowed claim against the Company in such proceeding). This Agreement of Guaranty is a primary obligation of the Corporate Guarantor and shall be a continuing and inexhaustible agreement of guaranty. In the event any of the Liabilities of the Borrower shall not be paid according to their terms, the Corporate Guarantor shall immediately pay the same, this Agreement of Guaranty being a guaranty of full payment and not collectability.

     The term “Liability of the Borrower” or “Liabilities of the Borrower” shall include all obligations and liabilities of the Borrower owed to the Holders in connection with the Notes, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, due or to become due, to, and all obligations and liabilities of any successor of the Borrower owed to the Holders in connection with the Notes, whether direct or indirect, absolute or contingent, joint or several, now or hereafter existing, due or to become due, to, or held by, the Holders.

     2. The Corporate Guarantor hereby represents and warrants that the financial statements contained in the Corporate Guarantor’s annual report on Form 10-K for the year ended December 31, 2010 (i) are true, correct and complete in all material respects, fairly represent, in all material respects, the Corporate Guarantor’s financial condition as of the date thereof, and no material adverse change has occurred in the Corporate Guarantor’s financial condition reflected therein since the dates thereof and (ii) no information has been omitted which would make the information previously furnished in such reports and financial statements misleading or incorrect in any material respect.

     3. The Corporate Guarantor hereby represents and warrants that (i) it is a corporation duly organized, validly existing and in good standing under the laws of its State of incorporation and that it is authorized to conduct its business in, and is in good standing under the laws of, each other jurisdiction wherein its ownership of property or conduct of business legally requires such authorization, licensing or qualification, except where the failure to be so authorized or in good standing would not reasonably be expected to result in a material adverse effect on the Corporate Guarantor, and (ii) it has all requisite power, authority, franchises and licenses to (a) execute and deliver this Agreement of Guaranty and any other document, agreement, certificate or instrument to which it is a party or by which it is bound and in connection with the Notes and to consummate the transactions and perform its obligations hereunder and thereunder and (b) own its properties and assets and to carry on and conduct its business as presently conducted or proposed to be conducted. All necessary action to authorize the execution, delivery and

A-2

performance of this Agreement of Guaranty and to consummate the transactions contemplated hereunder and thereunder has been taken by the Corporate Guarantor.

     4. The Corporate Guarantor hereby represents and warrants that neither the execution and delivery of this Agreement of Guaranty nor any other document, agreement, certificate and instrument to which it is a party or by which it is bound in connection with the Notes, nor the consummation of the transactions contemplated hereunder or thereunder or the compliance with or performance of the terms and conditions herein or therein will result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the Corporate Guarantor, except as permitted in or anticipated by this Agreement of Guaranty, or is prevented by, limited by, conflicts with or will result in the breach or violation of or a default under the terms, conditions or provisions of (i) the Corporate Guarantor’s Articles of Incorporation, Bylaws, and/or any of the Corporate Guarantor’s other corporate governing documents, (ii) any indenture, evidence of indebtedness, loan or financing agreement, or other agreement or instrument of whatever nature to which the Corporate Guarantor is a party or by which the Corporate Guarantor is bound or (iii) any provision of any existing law, rule, regulation, order, writ, injunction or decree of any court or governmental authority to which the Corporate Guarantor is subject, except for any such breach, violation, or default with respect to the foregoing clauses (ii) and (iii) which would not reasonably be expected to result in a material adverse effect.

     5. The Corporate Guarantor hereby represents and warrants that it is not a party to any action, suit, proceeding, inquiry, hearing or investigation pending, or within the best of its knowledge, threatened, in any court of law or in equity, or before or by any governmental authority wherein there is a reasonable probability that an unfavorable determination, decision, decree, ruling or finding would (i) result in any material adverse change in the business, assets, liabilities, financial condition, properties or operations of the Corporate Guarantor, (ii) materially adversely affect the transactions contemplated by this Agreement of Guaranty and its ability to perform its obligations hereunder or (iii) adversely affect the validity or enforceability of this Agreement of Guaranty. The Corporate Guarantor hereby represents and warrants that to the best of its knowledge, it is not in violation of or default with respect to any order, writ, injunction, decree or demand of any such court or Governmental Authority, except for any such violation or default which would not reasonably be expected to result in a material adverse effect.

     6. The Corporate Guarantor hereby represents and warrants that (i) all consents, approvals, orders or authorizations of, or registrations, declarations or filings with any Governmental Authority which are required in connection with the valid execution and delivery of this Agreement of Guaranty, and the carrying out or performance of any of the transactions required or contemplated hereunder to be performed by it, have been obtained or accomplished and are in full force and effect and (ii) to the best of its knowledge, all timely consents, approvals, orders or authorizations of, or registrations, declarations or filings with any Governmental Authority which are required in connection with the issuance of the Notes have been obtained or accomplished and are in full force and effect, or can be obtained by the Borrower.

     7. The Corporate Guarantor hereby represents and warrants that (i) the assumption of its obligations hereunder will result in material benefits to it and (ii) this Agreement of

A-3

Guaranty when executed and delivered will constitute a legal, valid and binding obligation on its part, enforceable against the Corporate Guarantor in accordance with its terms, subject, as to enforcement of remedies only, to any applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and similar laws of general application at the time in effect and general principles of equity.

     8. The Corporate Guarantor hereby waives notice of acceptance of this Agreement of Guaranty and notice of any Liability of the Borrower to which it may apply, and waives notice of default, non-payment, partial payment, presentment, demand, protest, notice of protest or dishonor and all other notices to which guarantors might otherwise be entitled, or which might be required by law and required to be given by the Holders, including, without limitation, all defenses based on suretyship or impairment of collateral (the Corporate Guarantor and the Holders intending this waiver to have the effects described in Section 48 of the Restatements (Third) of the Law of Suretyship and Guaranty).

     9. The Corporate Guarantor’s liability hereunder shall be in no way affected, diminished or released by (i) any amendment, change or modification of the provisions of the Notes or the Note Agreement, (ii) any extensions of time for performance required thereby, (iii) the release of the Borrower from performance or observation of any of the agreements, covenants, terms or conditions contained in any of said instruments by the Holders or by operation of law, whether made with or without notice to the Corporate Guarantor, (iv) acceptance by the Holders of additional security or any increase, substitution or changes therein, (v) the release by the Holders of any security or any withdrawal thereof or decrease therein or (vi) any other event or circumstance which might otherwise constitute a defense to the obligations hereunder to any of the Liabilities of the Borrower or to the obligations of others related hereto or thereto and the undersigned irrevocably waives the right to assert defenses, set-offs and counterclaims in any litigation relating to this guaranty and the Liabilities of the Borrower.

     10. Without incurring responsibility to the Corporate Guarantor and without impairing or releasing the obligations of the Corporate Guarantor hereunder, the Holders may at any time and from time to time without the consent of, or notice to the Corporate Guarantor, upon any terms or conditions and in whole or in part:

          (i) change the manner, place or terms of payment and/or change or extend the time for payment or renew or alter, any Liability of the Borrower or any security therefor, and the guaranty herein made shall apply to the Liabilities of the Borrower as so changed, extended, renewed or altered;

          (ii) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged, mortgaged or in which a security interest is given to secure, or howsoever securing, the Liabilities of the Borrower;

          (iii) exercise or refrain from exercising any rights against the Borrower or others (including the Corporate Guarantor) or against the security, or otherwise act or refrain from acting;

A-4

          (iv) settle or compromise any Liability of the Borrower, dispose of any security for any Liability of the Borrower, with or without consideration, or any liability incurred directly or indirectly in respect of any Liability of the Borrower or this Agreement of Guaranty, and may subordinate the payment of all or any part thereof to the payment of any Liability of the Borrower (whether due or not) to creditors of the Borrower other than the Holders and the Corporate Guarantor; and

          (v) apply any sums by whomsoever paid or howsoever realized to any Liability of the Borrower.

     11. No invalidity, irregularity or unenforceability of all or any part of any Liability of the Borrower or the impairment or loss of any security therefor, whether caused by any actions or inactions of the Holders, or otherwise, shall affect, impair or be a defense to this Agreement of Guaranty.

     12. The Corporate Guarantor hereby waives any right or claim of right to cause a marshalling of the Borrower’s assets or to cause the Holders to proceed against any of the security or collateral held by the Holders before proceeding against the Corporate Guarantor, and the Corporate Guarantor hereby waives any and all legal requirement that the Holders shall institute any action at law or in equity against the Borrower, or anyone else, with respect to the Notes or with respect to any security held by the Holders, as a condition precedent to bringing any action against the Corporate Guarantor upon this Agreement of Guaranty.

     13. Until all Liabilities of the Borrower shall have been indefeasibly paid in full, the Corporate Guarantor hereby irrevocably waives and relinquishes any and all statutory, contractual, common law, equitable or other claims and rights (i) to seek reimbursement, contribution, indemnification, set-off or other recourse from or against the Borrower in connection with any payments made by the Corporate Guarantor under this Agreement of Guaranty and (ii) to be subrogated to the Holders’ rights under the Notes upon the Corporate Guarantor’s performance under this Agreement of Guaranty.

     14. Until termination, this Agreement of Guaranty is made and shall continue as to any Liability of the Borrower to the Holders without regard to the existence of other collateral or security or guaranties, if any, or to the validity or effectiveness of any or all thereof; and any or all such collateral and security and guaranties may, from time to time, without notice to or consent of the Corporate Guarantor, be sold, released, surrendered, exchanged, settled, compromised, waived, subordinated or modified, with or without consideration, on such terms and conditions as may be acceptable to the Holders without in any manner affecting or impairing the liability of the Corporate Guarantor. The Corporate Guarantor’s obligations under this Agreement of Guaranty shall extend to any and all monies advanced by the Holders pursuant to the Notes and the Note Agreement.

     15. The Corporate Guarantor hereby covenants and agrees that it shall furnish, or cause to be furnished, to the Holders the financial information required by the terms of the Note Agreement.

A-5

     16. If claim is ever made upon a Holder for repayment or recovery of any amount or amounts received by such Holder in payment for, or on account of, any of the Liabilities of the Borrower, and such Holder repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such Holder or any of its property, or (ii) any settlement or compromise of any such claim affected by such Holder with any such claimant (including the Borrower), then, and in such event, the Corporate Guarantor hereby agrees that any such judgment, decree, order, settlement or compromise shall be binding upon it, notwithstanding the cancellation of any note or any other instrument evidencing any Liability of the Borrower and the Corporate Guarantor shall be and remain liable to such Holder hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by such Holder.

     17. Settlement of any claim by a Holder against the Borrower, whether in any proceeding or not, and whether voluntary or involuntary, shall not reduce the amount due under the terms of this Agreement of Guaranty except to the extent of the amount paid by the Borrower in connection with the settlement.

     18. No delay on the part of a Holder in exercising any of its rights, powers or privileges or partial or single exercise thereof under the Notes, this Agreement of Guaranty or any other document made to or with such Holder by the Borrower shall operate as a waiver of any such privileges, powers or rights. No waiver of any of its rights hereunder, and no modification or amendment of this Agreement of Guaranty, shall be deemed to be made by a Holder unless the same shall be in writing, duly signed on behalf of such Holder, by a duly authorized officer, and each such waiver, if any, shall apply only with respect to the specific instance involved, and shall in no way impair the rights of such Holder or the obligations of the Corporate Guarantor to such Holder in any other respect at any other time.

     19. All rights, powers and remedies afforded to a Holder by reason of this Agreement of Guaranty are separate and cumulative remedies and no one of such remedies whether or not exercised by such Holder shall be deemed to exclude any of the other remedies available to such Holder nor prejudice availability of any other legal or equitable remedy which such Holder may have with respect to the Notes.

     20. This Agreement of Guaranty shall be governed by and construed and interpreted in accordance with, the laws of the State of New York and no defense given or allowed by the laws of any other state or country shall be interposed in any action or proceeding hereon unless such defense is also given or allowed by the laws of the State of New York. A Holder may bring any action or proceeding to enforce or arising out of this Agreement of Guaranty in any court of competent jurisdiction. If the Holder commences such an action in a court located in the County of New York, State of New York, or any United States District Court in the Southern District of New York, the Corporate Guarantor hereby agrees that it will submit to the personal jurisdiction of such courts and will not attempt to have such action dismissed, abated or transferred on the ground of forum non conveniens, and in furtherance of such agreement, the Corporate Guarantor hereby agrees and consents that without limiting other methods of obtaining jurisdiction, personal jurisdiction over it in any such action or proceeding may be obtained within or without the jurisdiction of any court located in the State of New York and that any process or notice of motion or other application to any such court in connection with any such action or proceeding

A-6

may be served upon the Corporate Guarantor by registered mail to or by personal service at the last known address of the Corporate Guarantor; provided, however, that nothing contained herein shall prohibit the Corporate Guarantor from seeking, by appropriate motion, to remove an action brought in the New York state court to the United States District Court for the Southern District of New York. If such action is so removed, however, the Corporate Guarantor shall not seek to transfer such action to any other district, nor shall the Corporate Guarantor seek to transfer to any other district any action which a Holder originally commences in such Federal court. Any action or proceeding brought by the Corporate Guarantor arising out of this Agreement of Guaranty shall be brought solely in a court of competent jurisdiction located in the County of New York, State of New York, or in a United States District Court in the Southern District of New York. The Corporate Guarantor hereby waives any right to seek removal of any action or proceeding other than as permitted according to this Paragraph 20.

     21. This Agreement of Guaranty shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns.

     22. This Agreement of Guaranty shall terminate upon the termination of the Notes in accordance with their terms. The Borrower or the Corporate Guarantor may terminate this Agreement of Guaranty and the Notes and all other obligations of the Borrower or the Corporate Guarantor to the Holders under the Notes, the Note Agreement or this Agreement of Guaranty, by paying to the Holders all sums due and owing to the Holders hereunder and under the Notes and the Note Agreement.

     23. Unless otherwise indicated differently, all notices, payments, requests, reports, information or demands which any party hereto may desire or may be required to give to any other party hereunder, shall be in writing and shall be personally delivered or sent by confirmed telecopy transmission or first-class certified or registered United States mail, postage prepaid, return receipt requested, and sent to the party at its address appearing at the beginning of this Agreement of Guaranty, or such other address as any party shall hereafter inform the other party hereto by written notice given as aforesaid. All notices, payments, requests, reports, information or demands so given shall be deemed effective upon receipt or, if mailed, upon receipt or the expiration of the third (3rd) day following the date of mailing, whichever occurs first, except that any notice of change in address shall be effective only upon receipt by the party to whom said notice is addressed. A failure to send the requisite copies does not invalidate an otherwise properly sent notice to the Corporate Guarantor and/or the Holders.

     24. In case of any proceedings to collect any liabilities of the Corporate Guarantor owed to the Holders hereunder, the Corporate Guarantor shall pay all costs and expenses of every kind for collection, sale or delivery of any collateral or assets or properties of the Corporate Guarantor, including reasonable attorneys’ fees, and after deducting such costs and expenses from the proceeds of sale or collection, the Holders may apply any residue to the liabilities of the Corporate Guarantor, who shall continue to be liable for any deficiency, with interest at the rate provided for in the Notes and/or the Note Agreement.

     25. In all references herein to any parties, persons, entities or corporations, the use of any particular gender or the plural or singular number is intended to include the appropriate gender or number as the text of the within instrument may require.

A-7

     26. The Corporate Guarantor hereby acknowledges and agrees that it shall have the sole responsibility for obtaining from the Borrower such information concerning the Borrower’s financial condition and business operations as the Corporate Guarantor may require, and that the Holders have no duty at any time to disclose to the Corporate Guarantor any information relating to the business operations or financial condition of the Borrower.

     27. THE CORPORATE GUARANTOR AND THE HOLDERS HEREBY WAIVE ANY AND ALL RIGHTS THAT THEY MAY NOW OR HEREAFTER HAVE, POSSESS AND ENJOY UNDER THE LAWS OF THE UNITED STATES OF AMERICA OR ANY STATE, TO A TRIAL BY JURY OF ANY AND ALL ISSUES ARISING EITHER DIRECTLY OR INDIRECTLY IN ANY ACTION OR PROCEEDING BETWEEN THE CORPORATE GUARANTOR AND THE HOLDERS OR THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OF GUARANTY. IT IS INTENDED THAT SAID WAIVER OF JURY TRIAL SHALL APPLY TO ANY AND ALL DEFENSES, RIGHTS, AND/OR COUNTERCLAIMS IN ANY ACTION OR PROCEEDING. THE CORPORATE GUARANTOR AND THE HOLDERS RECOGNIZE THAT ANY DISPUTE ARISING IN CONNECTION WITH THE NOTE AGREEMENT IS LIKELY TO BE COMPLEX AND CONSEQUENTLY THEY WISH TO STREAMLINE AND MINIMIZE THE COST OF THE DISPUTE RESOLUTION PROCESS BY AGREEING TO WAIVE THEIR RIGHTS TO A JURY TRIAL.

     28. The Corporate Guarantor hereby represents and warrants that other than its guaranty of the obligations of Borrower listed on the attached Schedule 28, it has not guaranteed or otherwise obligated itself to perform the obligations of Borrower or of any other entity. The Corporate Guarantor agrees that it will notify the Holders promptly if it guarantees or otherwise obligates itself to perform any other obligations of Borrower or any other entity other than as listed on Schedule 28.

[Signatures on the following pages]

A-8

     IN WITNESS WHEREOF, the Corporate Guarantor has caused this Agreement of Guaranty to be duly executed and delivered by its appropriate authorized corporate officers, all as of the day and year first above written.

ATTEST:		VERISK ANALYTICS, INC.,
		a Delaware corporation
By:		By:
Name:	Kenneth E. Thompson	Name:	Mark V. Anquillare
	Executive Vice President,	Title:	Executive Vice President and
	General Counsel and		Chief Financial Officer
	Corporate Secretary

A-9

SCHEDULE 28
(List of Guarantees)

Guarantees in respect of (1) any committed or uncommitted revolving credit loan facilities and/or lines of credit made available to the Borrower pursuant to the Credit Agreement, dated as of July 2, 2009 (as amended, restated, replaced or otherwise modified from time to time) by and among the Borrower, Bank of America, N.A. as agent and lender, and the other lenders party thereto, (2) any Indebtedness incurred pursuant to the Borrower’s Uncommitted Master Shelf Agreements with each of Prudential Investment Management, Inc., Principal Global Investors, LLC and Aviva Investors North America Inc. and/or their affiliates, the foregoing as amended or supplemented from time to time and (3) guarantees in respect of any Offering (as defined in the Amendment).

A-10

Exhibit B

Bank Agreement

B-1

EX-4.12

Exhibit 4.12

THIRD AMENDED AND RESTATED SHARING AGREEMENT

     This THIRD AMENDED AND RESTATED SHARING AGREEMENT, dated as of March 28, 2011 (this “Agreement”), is entered into by and among (i) BANK OF AMERICA, N.A., as administrative agent (in such capacity and together with its successors and assigns, the “Bank Agent”) for itself and each of the other banks (the “Banks”) named in the Credit Agreement (as defined below), (ii) PRUDENTIAL INVESTMENT MANAGEMENT, INC. (together with its successors and assigns, “Prudential”), the Purchasers (as defined in the Prudential Note Agreement referred to below), and the other Prudential Affiliates (as defined in the Prudential Note Agreement referred to below) (Prudential, such Purchasers and such Prudential Affiliates, together with their respective successors and assigns, so long as they shall hold any Prudential Noteholder Obligations, being referred to herein as the “Prudential Noteholders”), (iii) PRINCIPAL GLOBAL INVESTORS, LLC (together with its successors and assigns, “Principal”), the Purchasers (as defined in the Principal Note Agreement referred to below), and the other Principal Affiliates (as defined in the Principal Note Agreement referred to below) (Principal, such Purchasers and such Principal Affiliates, together with their respective successors and assigns, so long as they shall hold any Principal Noteholder Obligations, being referred to herein as the “Principal Noteholders”), (iv) NEW YORK LIFE INSURANCE COMPANY (together with its successors and assigns, “NY Life”), the Purchasers (as defined in the NY Life Note Agreement referred to below), and the other NY Life Affiliates (as defined in the NY Life Note Agreement referred to below) (NY Life, such Purchasers and such NY Life Affiliates, together with their respective successors and assigns, so long as they shall hold any NY Life Noteholder Obligations, being referred to herein as the “NY Life Noteholders”) and (v) AVIVA INVESTORS NORTH AMERICA INC. (together with its successors and assigns, “Aviva Investors”), the Purchasers (as defined in the Aviva Note Agreement referred to below), and the other Aviva Affiliates (as defined in the Aviva Note Agreement referred to below) (Aviva Investors, such Purchasers and such Aviva Affiliates, together with their respective successors and assigns, so long as they shall hold any Aviva Noteholder Obligations, being referred to herein as the “Aviva Noteholders” and together with the Bank Agent, the Banks, the Prudential Noteholders, the Principal Noteholders, the NY Life Noteholders and any New Lender being herein sometimes collectively called the “Lenders” and individually called a “Lender”).

W I T N E S S E T H:

     A. INSURANCE SERVICES OFFICE, INC., a Delaware corporation (together with its successors and assigns, the “Company”) has entered into an 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 January 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, Waiver and Amendment No. 4 to Uncommitted Master Shelf Agreement, dated as of February 28, 2007, Amendment No. 5 to Uncommitted Master Shelf Agreement, dated as of August 30, 2010, and Waiver, Consent and Amendment No. 6 to Uncommitted Master Shelf Agreement, dated as of March 28, 2011, (as amended, modified, extended, restated and/or supplemented from time to time, the “Prudential Note Agreement”), with the Prudential Noteholders relating to the issuance by the Company and the purchase by the Prudential Noteholders of the Company’s (i) 4.59% Series E Senior Notes due June 13, 2011, (ii) 6.00% Series F Senior Notes due August 8, 2011, (iii) 6.13% Series G Senior Notes due August 8, 2013, (iv) 5.84% Series H Senior Notes due October 6, 2015, (v) 6.28% Series I Senior Notes due April 29, 2015 and (vi) 6.85% Series J Senior Notes due June 15, 2016 and the issuance by the Company and the purchase by the Prudential Noteholders from time to time of up to $350,000,000 of additional Shelf Notes (as defined in the Prudential Note Agreement) (such additional Shelf Notes, together with the Series E, F, G, H, I and J Notes described above, as amended, modified, extended, restated and/or supplemented from time to time, are referred to herein collectively as the “Prudential Notes”).

     B. The Company has entered into an Uncommitted Master Shelf Agreement, dated as of July 10, 2006, as amended by an Amendment and Waiver, dated as of December 29, 2006, and Waiver, Consent and Amendment No. 2 to Uncommitted Master Shelf Agreement, dated as of March 28, 2011, (as amended, modified, extended, restated and/or supplemented from time to time, the “Principal Note Agreement”), with the Principal Noteholders relating to the issuance by the Company and the purchase by the Principal Noteholders from time to time of up to $75,000,000 of Shelf Notes (as defined in the Principal Note Agreement; such Shelf Notes, as amended, modified, extended, restated and/or supplemented from time to time, collectively, the “Principal Notes”).

     C. The Company has entered into an Uncommitted Master Shelf Agreement, dated as of March 16, 2007, as amended by First Amendment to Uncommitted Master Shelf Agreement, dated as of March 16, 2010, and Waiver, Consent and Amendment No. 2 to Uncommitted Master Shelf Agreement, dated as of March 28, 2011, (as amended, modified, extended, restated and/or supplemented from time to time, the “NY Life Note Agreement”), with the NY Life Noteholders relating to the issuance by the Company and the purchase by the NY Life Noteholders from time to time of up to $115,000,000 of Shelf Notes (as defined in the NY Life Note Agreement) (such Shelf Notes, as amended, modified, extended, restated and/or supplemented from time to time, are referred to herein collectively as the “NY Life Notes”).

     D. The Company has entered into an Uncommitted Master Shelf Agreement, dated as of December 10, 2008, as amended by Waiver, Consent and

2

Amendment No. 1 to Uncommitted Master Shelf Agreement, dated as of March 28, 2011, (as amended, modified, extended, restated and/or supplemented from time to time, the “Aviva Note Agreement”), with the Aviva Noteholders relating to the issuance by the Company and the purchase by the Aviva Noteholders from time to time of up to $50,000,000 of Shelf Notes (as defined in the Aviva Note Agreement) (such Shelf Notes, as amended, modified, extended, restated and/or supplemented from time to time, are referred to herein collectively as the “Aviva Notes”).

     E. The Company, the Bank Agent and the Banks have entered into a Credit Agreement, dated as of July 2, 2009, as amended by Letter Agreement, dated as of August 21, 2009, Second Amendment and Modification Agreement, dated as of April 19, 2010, Third Amendment and Modification Agreement, dated as of September 10, 2010, and Fourth Amendment and Modification Agreement, dated as of March 28, 2011, (as amended, modified, extended, restated and/or supplemented from time to time, the “Bank Agreement”, and the Bank Agreement, together with the NY Life Notes, the NY Life Note Agreement, the Principal Notes, the Principal Note Agreement, the Prudential Notes, the Prudential Note Agreement, the Aviva Notes, the Aviva Note Agreement and any loan documents the parties to which are the Company and a Lender that has executed a Joinder Agreement are collectively referred to herein as the “Company Loan Documents”), pursuant to which the Banks have made available to the Company a committed revolving credit facility in the aggregate maximum principal amount of up to $600,000,000.

     F. Payment of the obligations of Verisk Analytics, Inc., a Delaware corporation (the “Parent”) or the Company to the Lenders arising under or in connection with the respective Company Loan Documents are separately guaranteed by ISO Staff Services, Inc., a Delaware corporation, ISO Claims Services, Inc., a Delaware corporation, ISO Services, Inc., a Delaware corporation, Air Worldwide Corporation, a Delaware corporation, Xactware Solutions, Inc. a Delaware corporation, Verisk Health, Inc., a Massachusetts corporation, Interthinx, Inc., a California corporation, and D2Hawkeye, Inc., a Delaware corporation, each of which are Subsidiaries of the Parent and the Company, and from time to time may be guaranteed by the Parent, the Company or one or more other Subsidiaries of the Parent or the Company (herein, the Parent and the Company (solely in their capacities as guarantors of obligations under the Company Loan Documents) and all such Subsidiary guarantors are sometimes collectively referred to as the “Guarantors” and individually referred to as a “Guarantor”) pursuant to one or more separate guaranty agreements in favor of the respective Lenders (as in effect from time to time, collectively, the “Guaranties”).

     G. Under applicable law and the terms of the Company Loan Documents and the Guaranties, the Lenders may be entitled to set-off, as

3

appropriate, and apply any deposits (general or special (except trust and escrow accounts), time or demand, including without limitation indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured) and any other indebtedness at any time held or owing by a Lender to or for the credit or account of the Company or the Guarantors, against and on account of liabilities of the Company under the Company Loan Documents and the Guarantors under the Guaranties (collectively, the “Set-Off Rights”).

     H. The obligations of the Company under the Company Loan Documents in which the Company is the obligor are all intended to be pari passu. The obligations of the Parent under any Company Loan Documents in which the Parent is the obligor are all intended to be pari passu.

     I. The obligations of the Guarantors under the Guaranties are all intended to be pari passu.

     J. The Bank Agent and the Banks, the Prudential Noteholders, the Principal Noteholders, the NY Life Noteholders and the Aviva Noteholders are currently party to the Second Amended and Restated Sharing Agreement, dated as of July 2, 2009, (as in effect on the date hereof, the “Existing Sharing Agreement”), evidencing their agreement with respect to certain payments that may be received by them pursuant to the exercise of Set-Off Rights or under or in connection with any Guaranties in their favor.

     K. The Lenders have agreed to amend and restate the Existing Sharing Agreement in its entirety with the terms, provisions and conditions of this Agreement as set forth herein.

     NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, the Existing Sharing Agreement is hereby amended and restated in its entirety, and the Lenders hereby agree, as follows:

1. INTERPRETATION OF THIS AGREEMENT.

1.1. Defined Terms.

     As used in this Agreement, capitalized terms have the respective meanings specified below or set forth in the section of this Agreement referred to immediately following such term (such definitions, unless otherwise expressly provided, to be equally applicable to both the singular and plural forms of the terms defined):

     Affiliate — means any Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, the Parent or the Company, except a Subsidiary. A Person shall be deemed to control a corporation if such

4

Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such corporation, whether through the ownership of voting securities, by contract or otherwise.

     Agreement — has the meaning set forth in the preamble of this Agreement.

     Aviva Investors — has the meaning set forth in the preamble of this Agreement.

     Aviva Note Agreement — has the meaning set forth in Recital D of this Agreement.

     Aviva Noteholder Obligations — means, collectively, all outstanding principal, interest, Yield-Maintenance Amount, breakage costs, fees and other amounts payable under the Aviva Note Agreement, the Aviva Notes, and (without duplication) the Guaranties in favor of the Aviva Noteholders.

     Aviva Noteholders — has the meaning set forth in the preamble of this Agreement.

     Aviva Notes — has the meaning set forth in Recital D of this Agreement.

     Bank Agent — has the meaning set forth in the preamble of this Agreement.

     Bank Agreement — has the meaning set forth in Recital E of this Agreement.

     Bank Obligations — means, collectively, all outstanding principal, interest, breakage costs, yield maintenance amounts, fees and other amounts payable under the Bank Agreement and (without duplication) Guaranties in favor of the Bank Agent and the Banks.

     Banks — has the meaning set forth in the preamble of this Agreement.

     Company — has the meaning set forth in Recital A of this Agreement.

     Company Loan Documents — has the meaning set forth in Recital E of this Agreement.

     Existing Sharing Agreement — has the meaning set forth in Recital J of this Agreement.

     Guarantor — has the meaning set forth in Recital F of this Agreement.

5

     Guaranties — has the meaning set forth in Recital F of this Agreement.

     Joinder Agreement — means a Joinder Agreement in the form attached hereto as Exhibit “A”.

     Lenders — has the meaning set forth in the preamble of this Agreement.

     Notice of Shared Payment — means a written notification given by or on behalf of any Lender stating that such Lender has received a Shared Payment.

     New Lender — means any lender or noteholder (or any party acting on behalf of any lender or noteholder) that hereafter executes a Joinder Agreement and becomes a party hereto in accordance with Section 3.4 of this Agreement.

     New Lender Agreement — means the loan documents executed by the Parent, the Company and one or more New Lenders in connection with a loan or series of related loans granted by such New Lenders.

     New Lender Obligations — means, collectively, all outstanding principal, interest, breakage costs, yield maintenance amounts, fees and other amounts payable under the New Lender Agreements and (without duplication) Guaranties in favor of New Lenders.

     NY Life — has the meaning set forth in the preamble of this Agreement.

     NY Life Note Agreement — has the meaning set forth in Recital C of this Agreement.

     NY Life Noteholder Obligations — means, collectively, all outstanding principal, interest, Yield-Maintenance Amount, breakage costs, fees and other amounts payable under the NY Life Note Agreement, the NY Life Notes, and (without duplication) the Guaranties in favor of the NY Life Noteholders.

     NY Life Noteholders — has the meaning set forth in the preamble of this Agreement.

     NY Life Notes — has the meaning set forth in Recital C of this Agreement.

     Obligations — means, collectively, the Bank Obligations, the Prudential Noteholder Obligations, the Principal Noteholder Obligations, the NY Life Noteholder Obligations, the Aviva Noteholder Obligations and the New Lender Obligations.

     Obligors — means, collectively, the Parent or Company, as the context requires, and the Guarantors.

6

     Parent — has the meaning set forth in Recital F of this Agreement.

     Person — means an individual, partnership, corporation (including a business trust), limited liability company or partnership, joint stock company, trust, unincorporated association, joint venture, governmental agency or other authority.

     Principal — has the meaning set forth in the preamble of this Agreement.

     Principal Note Agreement — has the meaning set forth in Recital B of this Agreement.

     Principal Noteholder Obligations — means, collectively, all outstanding principal, interest, Yield-Maintenance Amount, breakage costs, fees and other amounts payable under the Principal Note Agreement, the Principal Notes, and (without duplication) the Guaranties in favor of the Principal Noteholders.

     Principal Noteholders — has the meaning set forth in the preamble of this Agreement.

     Principal Notes — has the meaning set forth in Recital B of this Agreement.

     Prudential — has the meaning set forth in the preamble of this Agreement.

     Prudential Note Agreement — has the meaning set forth in Recital A of this Agreement.

     Prudential Noteholder Obligations — means, collectively, all outstanding principal, interest, Yield-Maintenance Amount, breakage costs, fees and other amounts payable under the Prudential Note Agreement, the Prudential Notes, and (without duplication) the Guaranties in favor of the Prudential Noteholders.

     Prudential Noteholders — has the meaning set forth in the preamble of this Agreement.

     Prudential Notes — has the meaning set forth in Recital A of this Agreement.

     Receiving Lender — has the meaning set forth in Section 2.2(a) of this Agreement.

     Requisite Lenders — means, at any time,

7

     (i) Banks holding at least sixty-six and 2/3 percent (66-2/3%) of the aggregate principal amount of Bank Obligations owing to the Banks at such time outstanding, exclusive of Bank Obligations owing to the Banks which Bank Obligations are then held by any one or more of the Parent, the Company, any Subsidiary (including, without limitation, any Guarantor) or any Affiliate of the Parent or the Company,

     (ii) the holders of at least sixty-six and 2/3 percent (66-2/3%) of the aggregate principal amount of the Prudential Noteholder Obligations owing to the Prudential Noteholders at such time outstanding, exclusive of Prudential Noteholder Obligations owing to the Prudential Noteholders which Prudential Noteholder Obligations are then held by anyone or more of the Parent, the Company, any Subsidiary (including, without limitation, any Guarantor) or any Affiliate of the Parent or the Company,

     (iii) the holders of at least sixty-six and 2/3 percent (66-2/3%) of the aggregate principal amount of the Principal Noteholder Obligations owing to the Principal Noteholders at such time outstanding, exclusive of Principal Noteholder Obligations owing to the Principal Noteholders which Principal Noteholder Obligations are then held by anyone or more of the Parent, the Company, any Subsidiary (including, without limitation, any Guarantor) or any Affiliate of the Parent or the Company,

     (iv) the holders of at least sixty-six and 2/3 percent (66-2/3%) of the aggregate principal amount of the NY Life Noteholder Obligations owing to the NY Life Noteholders at such time outstanding, exclusive of NY Life Noteholder Obligations owing to the NY Life Noteholders which NY Life Noteholder Obligations are then held by anyone or more of the Parent, the Company, any Subsidiary (including, without limitation, any Guarantor) or any Affiliate of the Parent or the Company,

     (v) the holders of at least sixty-six and 2/3 percent (66-2/3%) of the aggregate principal amount of the Aviva Noteholder Obligations owing to the Aviva Noteholders at such time outstanding, exclusive of Aviva Noteholder Obligations owing to the Aviva Noteholders which Aviva Noteholder Obligations are then held by any one or more of the Parent, the Company, any Subsidiary (including, without limitation, any Guarantor) or any Affiliate of the Parent or the Company, and

     (vi) the holders of at least sixty-six and 2/3 percent (66-23/3%) of the aggregate principal amount of each series of New Lender Obligations issued pursuant to a single New Lender Agreement, or a series of related New Lender Agreements, and owing thereunder to the New Lenders (and their successors and assigns) that are parties to such agreement or agreements, exclusive of such New Lender Obligations that are then held by any one or more of the Parent, the

8

Company, any Subsidiary (including without limitation, any Guarantor) or any Affiliate of the Parent or the Company.

     Set-Off Rights — has the meaning set forth in Recital G of this Agreement.

     Shared Payment — has the meaning set forth in Section 2.2(a) of this Agreement.

     Subsidiary — means, as to any Person, any corporation, association or other business entity in which such Person or one or more of its Subsidiaries or such Person and one or more of its Subsidiaries owns sufficient equity or voting interests to enable it or them (as a group) ordinarily, in the absence of contingencies, to elect a majority of the directors (or Persons performing similar functions) of such entity, and any partnership or joint venture if more than a fifty percent (50%) interest in the profits or capital thereof is owned by such Person or one or more of its Subsidiaries or such Person and one or more if its Subsidiaries (unless such partnership can and does ordinarily take major business actions without the prior approval of such Person or one or more of its Subsidiaries). Unless the context otherwise clearly requires, any reference to a “Subsidiary” is a reference to a Subsidiary of the Parent or the Company.

     Trigger Event — means (i) any Event of Default (as such term is defined in any one of the Company Loan Documents or the Guaranties) and/or (ii) the making of any demand by any Lender on any Guarantor in respect of the Obligations evidenced by its respective Guaranty.

     Yield-Maintenance Amount — with respect to

          (a) the Prudential Noteholder Obligations, has the meaning set forth in the Prudential Note Agreement;

          (b) the Principal Noteholder Obligations, has the meaning set forth in the Principal Note Agreement;

          (c) the NY Life Noteholder Obligations, has the meaning set forth in the NY Life Note Agreement; and

          (d) the Aviva Noteholder Obligations, has the meaning set forth in the Aviva Note Agreement.

1.2. Certain Other Terms.

     The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Section references are to this Agreement unless otherwise specified.

9

2. PAYMENTS, ETC.

2.1. Notice of Trigger Event; Receipt of Shared Payment.

     (a) Each Lender agrees to use its best efforts to provide each other Lender timely written notice of any Trigger Event arising under the Company Loan Documents to which such Lender is a party (or which run in favor of such Lender) (which obligation shall be deemed satisfied if such other Lenders have received notice of such Trigger Event from any Person). The failure to provide such written notice shall not affect the rights of any Lender hereunder.

     (b) Each Lender shall give a Notice of Shared Payment to each other Lender immediately upon such Lender’s receipt of a Shared Payment unless a Trigger Event has not then occurred, or such Lender is not aware that a Trigger Event has occurred, in either of which events, such Lender shall give such notice at such time as such Lender shall first become aware that a Trigger Event has occurred.

2.2. Trigger Event; Sharing of Payments.

     (a) Each Lender (hereinafter referred to as a “Receiving Lender”) agrees that (i) any payment of any kind (other than any payment resulting from the exercise of Set-Off Rights) which is received by it on account of any of the Obligations from or on behalf of any Guarantor in respect of Guaranties by such Guarantor (x) within 45 days prior to a Trigger Event or (y) on or following the occurrence of a Trigger Event, and (ii) any payment resulting from the exercise of Set-Off Rights against the Company or any Guarantor which is (x) received within 45 days prior to a Trigger Event or (y) on or following the occurrence of a Trigger Event (each such payment, a “Shared Payment”), are to be distributed among the Lenders, together with any interest accrued thereon while held by such Lender (as provided below), as follows: (1) first, to the payment of all reasonable out-of-pocket costs and expenses incurred by such Receiving Lender in obtaining such Shared Payment; (2) second, to the Lenders ratably in accordance with the respective amounts of Obligations then held by each Lender and (3) third, if any amount remains, to whomever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct. Prior to distribution of any Shared Payment, each Receiving Lender shall hold all Shared Payments received by it in an interest bearing account for the benefit of all Lenders.

     (b) Each Receiving Lender agrees that, to the extent it does not retain all or any portion of a Shared Payment, such Receiving Lender shall be deemed to have applied the amount not retained to the purchase of participations in such of the Obligations owing to the other Lenders as is necessary to give effect to the provisions of Section 2.2(a); provided that (i) if any such participations are

10

purchased by such Receiving Lender and all or any part of the Shared Payment giving rise thereto is recovered or deemed a preferential or other voidable payment, whether by a trustee in bankruptcy or otherwise, such participations shall be rescinded to the extent of such recovery, without interest, in accordance with Section 2.3 and (ii) the provisions of this Section 2.2(b) shall not be construed to apply to any payment obtained by a Receiving Lender as consideration for the assignment of or sale of a participation in any of the Obligations held by it to any assignee or participant, other than the Parent, the Company or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 2.2(b) shall apply). Notwithstanding that a Receiving Lender shall purchase participations in the Obligations of the other Lenders pursuant to the terms of this Section 2.2(b), (i) no Receiving Lender shall be entitled to vote on any matter arising under any Company Loan Documents other than the Company Loan Documents to which such Receiving Lender is a party on the date hereof and from which such Receiving Lender’s rights to the Obligations arise, and (ii) no Receiving Lender shall be liable in respect of, or required to perform, any of the obligations under any Company Loan Document other than the Company Loan Documents to which such Receiving Lender is a party on the date hereof and from which such Receiving Lender’s rights to the Obligations arise; provided that, with respect to the participations so purchased by a Receiving Lender, the Receiving Lender shall be entitled to share in any payment made in respect of the applicable underlying Company Loan Documents in which such participation was purchased pari passu with the other parties party thereto.

     (c) For the avoidance of doubt, the parties hereto agree that any payments made by the Parent, the Company or any Subsidiary of the Parent or the Company in respect of the Obligations as primary obligor on such Obligations and not as Guarantor of such Obligations (other than payments made as a result of the exercise of Set-Off Rights against the Company) shall not be subject to sharing pursuant to this Agreement.

     (d) The distribution provisions of this Section 2.2 are for the purpose of determining the relative amounts of proceeds and other payments to be distributed to the Lenders and not for the purpose of creating an agreement by any Lender as to the manner in which any proceeds or other payments distributed to such Lender hereunder are actually to be applied to pay any Obligations owing to such Lender. Each Lender shall be free, each in its own discretion (but subject to any agreements with the Parent and the Company as to application of proceeds contained in any applicable Company Loan Document), to apply any proceeds or other payments distributed to it hereunder to the Obligations held by it in such order as it may determine. Each Obligor agrees that in any event any payment is made with respect to any Obligations, as between such Obligor and each Lender, the Obligations discharged by such payment shall be the amount or amounts of the Obligations to which such Lender applies the portion of such payment distributed to it under this Section 2.2 as provided in the preceding sentence.

11

     (e) Each Obligor acknowledges that it shall have no rights under this Agreement. If any Lender shall actually or purportedly violate the terms of this Agreement, each Obligor agrees that such actual or purported violation shall not constitute grounds for a defense to the enforcement by such Lender or any other Lender of any rights under any Company Loan Document or otherwise in respect of any Obligations (including without limitation any assertion by such Obligor of any counterclaim or basis for setoff or recoupment against such Lender).

2.3. Invalidated Payments.

     If any amount paid by any Lender for distribution in accordance with the provisions of this Agreement is subsequently required to be returned or repaid to any of the Obligors or their representatives or successors in interest, whether by court order, settlement or otherwise, such Lender shall promptly notify each other Lender of such requirement, and each Lender shall, promptly upon its receipt of such notice from such Lender, pay to such Lender the pro rata portion received by it of such amount, without any interest thereon, for payment to the appropriate Obligors or their representatives or successors in interest. If any such amounts are subsequently recovered by any Lender from any of the Obligors or their representatives or successors in interest, such Lender shall redistribute such amounts to the Lenders, with any applicable interest thereon, pursuant to Section 2.2. The obligations of the Lenders under this Section 2.3 shall survive the repayment of the Obligations and the termination of the Company Loan Documents and the Guaranties.

3. MISCELLANEOUS.

3.1. Governing Law.

     THIS AGREEMENT SHALL BE CONSTRUED, INTERPRETED AND ENFORCED IN ACCORDANCE WITH, AND GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF NEW YORK.

3.2. Lender Credit Decision.

     Each Lender acknowledges that it has, independently and without reliance upon any other Lender and based on the financial statements prepared by the Parent or the Company and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement.

12

3.3. Counterparts.

     This Agreement may be executed in several counterparts, each of which shall be deemed an original but all of which shall constitute one agreement, and shall constitute a binding agreement when executed by each of the parties hereto. Delivery of an executed counterpart hereof by facsimile transmission shall be effective as delivery of an original.

3.4. Successors and Assigns; Joinder of New Lenders.

     This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns including any assignees of the Obligations. Each Lender agrees that it will not assign any of the Obligations absent the execution by such successor or assignee of a Joinder Agreement, provided that the failure of any Lender to obtain such Joinder Agreement shall not affect the effectiveness of the immediately preceding sentence. New lenders to the Parent or the Company may join this Agreement by entering into a Joinder Agreement and delivering a copy of such Joinder Agreement to each Lender so long as the obligations of the Parent or the Company to such new lenders are guaranteed by the Guarantors.

     3.5. Amendments to Sharing Agreement and Company Loan Documents; Release of Guarantors.

     This Agreement may be amended only in a writing executed by the Requisite Lenders. Neither this Section 3.5, nor any other provision of this Agreement, shall in any way limit the ability of any Lender to waive, amend or otherwise modify any document relating to the Obligations to which it is a party (including, without limitation, increasing the respective amounts thereof), except that, without the consent of all Lenders, no Lender shall release any Guarantor from its liabilities (or limit any Guaranty) in respect of such obligations unless the portion of such obligations owing to such Lender shall have been finally and indefeasibly paid in full.

3.6. Termination.

     Subject to Section 2.3 of this Agreement and any other provision expressly intended to survive the termination hereof, this Agreement shall terminate as to any Lender upon indefeasible payment in full of all Obligations owing to it.

3.7. Cooperation.

     Each party hereto agrees to cooperate fully with the other parties hereto, in the exercise of its reasonable judgment, to the end that the terms and provisions of this Agreement may be promptly and fully carried out. Each party hereto also

13

agrees, from time to time, to execute and deliver any and all other agreements, documents or instruments and to take such other actions, all as may be reasonably necessary or desirable to effectuate the terms, provisions and intent of this Agreement.

3.8. No Waiver.

     No failure or delay on the part of any Lender in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy hereunder.

3.9. Notices.

     All written communications provided for hereunder shall be sent (a) by telecopier if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service, with charges prepaid, or (b) by first class mail or nationwide overnight delivery service, with charges prepaid (provided that any Notice of Shared Payment or copy thereof to be sent by a Lender shall be sent by nationwide overnight delivery service) and

          (i) if to the Bank Agent, addressed to it at:

Bank of America, N.A.
Agency Management
231 S LaSalle Street
Mail Code: IL1-231-1 0-41
Chicago, IL 60604
Attention: Mr. George S. Carey
                Agency Management Officer
Tel: (312) 828-8938
Fax: (877) 206-8410
Email: george.s.carey@bankofamerica.com

or at such other address as the Bank Agent shall have specified in writing,

          (ii) if to any Prudential Noteholder, addressed to such Prudential Noteholder at:

[Name of Prudential Noteholder]
c/o Prudential Investment Management, Inc.
1114 Avenue of the Americas, 30^th Floor
New York, New York 10036
Attention: Yvonne Guajardo

14

Telecopier: (212) 626-2077

or at such other address as such Prudential Noteholder shall have specified in writing,

          (iii) if to any Principal Noteholder, addressed to such Principal Noteholder at:

[Name of Principal Noteholder]
c/o Principal Global Investors, LLC
711 High Street, G-26
Des Moines, IA 50392
Attention: Fixed Income Private Placements
Telecopier: 515-248-0483

or at such other address as such Principal Noteholder shall have specified in writing,

          (iv) if to any NY Life Noteholder, addressed to such NY Life Noteholder at:

[Name of NY Life Noteholder]
c/o New York Life Investment Management LLC
51 Madison Avenue
New York, New York 10010
Attention: Fixed Income Investors Group, 2nd Floor
Telecopier: (212) 447-4122

or at such other address as such NY Life Noteholder shall have specified in writing,

          (v) if to any Aviva Noteholder, addressed to such Aviva Noteholder at:

[Name of Aviva Noteholder]
c/o Aviva Investors North America Inc.
215 10^th Street
Des Moines, Iowa 50309
Attention: VP — Private Placements
Telecopier: (515) 657-8499
Preferred: privateplacements@avivainvestors.com

or at such other address as such Aviva Noteholder shall have specified in writing, and

15

          (vi) if to any other Lender, addressed to such other Lender at the address specified in the Joinder Agreement to which it is a party, or at such other address as such other Lender shall have specified in writing.

3.10. Third Party Beneficiaries.

     No Person, including, without limitation, the Guarantors, the Parent and the Company, other than the Lenders and their respective successors and assigns, shall have any rights under this Agreement.

3.11. Severability.

     Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction.

3.12. Headings.

     The descriptive headings of the several sections of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

3.13. Submission to Jurisdiction; Waiver of Jury Trial.

     EACH OF THE PARTIES HERETO IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT. NONE OF THE PARTIES HERETO SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR OTHER LITIGATION PROCEDURE BASED UPON OR ARISING OUT OF OR OTHERWISE RELATED TO THIS AGREEMENT AND EACH OF THE PARTIES HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO ANY SUCH JURY TRIAL AND ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY SUCH PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 3.13.

16

3.14. Entire Agreement.

     This Agreement embodies the entire agreement and understanding among the parties hereto and supersedes all prior agreements and understandings relating to the subject matter hereof.

[Remainder of page intentionally blank. Next page is signature page.]

17

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first written above.

BANK OF AMERICA, N.A., as Administrative Agent
By:	/s/ William T. Franey
	Name:	William T. Franey
	Title:	Senior Vice President

[Signature Page to Third Amended and Restated Sharing Agreement — Insurance Services Office, Inc.]

PRUDENTIAL INVESTMENT MANAGEMENT, INC.
By:	/s/ Yvonne Guajardo
	Name:	Yvonne Guajardo
	Title:	Vice President
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
By:	/s/ Yvonne Guajardo
	Name:	Yvonne Guajardo
	Title:	Vice President
PRUCO LIFE INSURANCE COMPANY
By:	/s/ Yvonne Guajardo
	Name:	Yvonne Guajardo
	Title:	Assistant Vice President
PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
By:	/s/ Yvonne Guajardo
	Name:	Yvonne Guajardo
	Title:	Assistant Vice President
PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
By:	Prudential Investment Management, Inc., as Investment Manager
By:	/s/ Yvonne Guajardo
	Name:	Yvonne Guajardo
	Title:	Vice President

[Signature Page to Third Amended and Restated Sharing Agreement — Insurance Services Office, Inc.]

GIBRALTAR LIFE INSURANCE CO., LTD.
By:	Prudential Investment Management (Japan), Inc., as Investment Manager
By:	Prudential Investment Management, Inc., as Sub-Adviser
By:	/s/ Yvonne Guajardo
	Name:	Yvonne Guajardo
	Title:	Vice President
PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION (formerly American Skandia Life Assurance Corporation)
By:	Prudential Investment Management, Inc., as Investment Manager
By:	/s/ Yvonne Guajardo
	Name:	Yvonne Guajardo
	Title:	Vice President
AMERICAN BANKERS INSURANCE COMPANY OF FLORIDA, INC.
By:	Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:	Prudential Private Placement Investors, Inc. (as its General Partner)
By:	/s/ Yvonne Guajardo
	Name:	Yvonne Guajardo
	Title:	Vice President

[Signature Page to Third Amended and Restated Sharing Agreement — Insurance Services Office, Inc.]

UNITED OF OMAHA LIFE INSURANCE COMPANY
By:	Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:	Prudential Private Placement Investors, Inc. (as its General Partner)
By:	/s/ Yvonne Guajardo
	Name:	Yvonne Guajardo
	Title:	Vice President
RGA REINSURANCE COMPANY
By:	Prudential Private Placement Investors, L.P. (as Investment Advisor)
By:	Prudential Private Placement Investors, Inc. (as its General Partner)
By:	/s/ Yvonne Guajardo
	Name:	Yvonne Guajardo
	Title:	Vice President

PRINCIPAL LIFE INSURANCE COMPANY
By:	Principal Global Investors, LLC a Delaware limited liability company, its authorized signatory
By:	/s/ James C. Fifeld
	Name:	James C. Fifeld
	Title:	Assistant General Counsel
By:	/s/ Christopher J. Henderson
	Name:	Christopher J. Henderson
	Title:	Vice President & Senior Investment Counsel

[Signature Page to Third Amended and Restated Sharing Agreement — Insurance Services Office, Inc.]

NEW YORK LIFE INSURANCE COMPANY
By:	/s/ Kathleen Haberkern
	Name:	Kathleen Haberkern
	Title:	Corporate Vice President
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
By:	New York Life Investment Management LLC, Its Investment Manager
By:	/s/ Kathleen Haberkern
	Name:	Kathleen Haberkern
	Title:	Director

[Signature Page to Third Amended and Restated Sharing Agreement — Insurance Services Office, Inc.]

AMERICAN INVESTORS LIFE INSURANCE COMPANY AVIVA LIFE AND ANNUITY COMPANY AVIVA LIFE AND ANNUITY COMPANY OF NEW YORK
By:	Aviva Investors North America Inc. its authorized attorney-in-fact
By:	/s/ Roger D. Fors
	Name:	Roger D. Fors
	Title:	VP-Private Placements

[Signature Page to Third Amended and Restated Sharing Agreement — Insurance Services Office, Inc.]

CONSENT AND AGREEMENT

     Each of the Parent, the Company and the Guarantors identified below consents to the provisions of the foregoing Sharing Agreement including the provisions in Sections 2.2(d) and 2.2(e). Each of the Parent, the Company and the Guarantors acknowledges that no consent or other action by any of them is necessary for any action to be taken under, or for any amendment of or joinder of a Lender to, the foregoing Sharing Agreement.

ATTEST:		VERISK ANALYTICS, INC.
By:	/s/ Kenneth E. Thompson	By:	/s/ Mark V. Anquillare
	Name: Kenneth E. Thompson		Name: Mark V. Anquillare
	Title:   Secretary		Title: Executive Vice President and Chief           Financial Officer
ATTEST:		INSURANCE SERVICES OFFICE, INC.
By:	/s/ Kenneth E. Thompson	By:	/s/ Mark V. Anquillare
	Name: Kenneth E. Thompson		Name: Mark V. Anquillare
	Title:   Secretary		Title: Executive Vice President and Chief           Financial Officer
ATTEST:		ISO CLAIMS SERVICES, INC.
By:	/s/ Kenneth E. Thompson	By:	/s/ Mark V. Anquillare
	Name: Kenneth E. Thompson		Name: Mark V. Anquillare
	Title:   Secretary		Title:   Vice President
ATTEST:		ISO STAFF SERVICES, INC.
By:	/s/ Kenneth E. Thompson	By:	/s/ Mark V. Anquillare
	Name: Kenneth E. Thompson		Name: Mark V. Anquillare
	Title:   Secretary		Title:   President
ATTEST:		AIR WORLDWIDE CORPORATION
By:	/s/ Kenneth E. Thompson	By:	/s/ Mark V. Anquillare
	Name: Kenneth E. Thompson		Name: Mark V. Anquillare
	Title:   Secretary		Title:   Vice President

[Signature Page to Third Amended and Restated Sharing Agreement — Insurance Services Office, Inc.]

ATTEST:		ISO SERVICES, INC.
By:	/s/ Kenneth E. Thompson	By:	/s/ Mark V. Anquillare
	Name: Kenneth E. Thompson		Name: Mark V. Anquillare
	Title: Secretary		Title: Vice President
ATTEST:		XACTWARE SOLUTIONS, INC.
By:	/s/ Kenneth E. Thompson	By:	/s/ Mark V. Anquillare
	Name: Kenneth E. Thompson		Name: Mark V. Anquillare
	Title: Secretary		Title: Vice President
ATTEST:		VERISK HEALTH, INC.
By:	/s/ Kenneth E. Thompson	By:	/s/ Mark V. Anquillare
	Name: Kenneth E. Thompson		Name: Mark V. Anquillare
	Title: Secretary		Title: Vice President
ATTEST:		INTERTHINX, INC.
By:	/s/ Kenneth E. Thompson	By:	/s/ Mark V. Anquillare
	Name: Kenneth E. Thompson		Name: Mark V. Anquillare
	Title: Secretary		Title: Vice President
ATTEST:		D2HAWKEYE, INC.
By:	/s/ Kenneth E. Thompson	By:	/s/ Mark V. Anquillare
	Name: Kenneth E. Thompson		Name: Mark V. Anquillare
	Title: Secretary		Title: Vice President and Treasurer

[Signature Page to Third Amended and Restated Sharing Agreement — Insurance Services Office, Inc.]

EXHIBIT “A”

     ATTACHED TO AND MADE A PART OF THAT CERTAIN THIRD AMENDED AND RESTATED SHARING AGREEMENT DATED AS OF MARCH 28, 2011

JOINDER AGREEMENT

_____________________, 20__

To each of the Lenders party to the
Sharing Agreement (as such terms are defined below)

Ladies and Gentlemen:

     Reference is made to the Third Amended and Restated Sharing Agreement, dated as of March 28, 2011 (hereinafter, as it may be from time to time amended, modified, extended, renewed, and/or supplemented, referred to as the “Sharing Agreement”), by, among others, the Lenders listed on the signature pages thereto and those lenders which have become parties thereto by the execution of Joinder Agreements (hereinafter, together with their respective successors and assigns, collectively referred to as the “Lenders”), pursuant to which each Lender agrees to share certain payments in respect of Obligations owing to it in accordance with the terms of the Sharing Agreement. Capitalized terms used herein and not otherwise defined have the meaning ascribed to such terms in the Sharing Agreement.

     [NEW LENDER], a_______________________ ________________ (hereinafter referred to as the “New Lender”), agrees with you as follows:

     1. Sharing Agreement. The New Lender hereby unconditionally and expressly agrees to become, and by execution and delivery of this Agreement does become, and does assume each and everyone of the obligations of, a Lender under and as defined in the Sharing Agreement. Without limitation of the foregoing or of anything in the Sharing Agreement, by such execution and delivery hereof the New Lender does become fully liable, as a Lender, for the sharing of payments of the Obligations as provided in Section 2 of the Sharing Agreement. The following address of the New Lender is to be used for purposes of communications pursuant to Section 3.9 of the Sharing Agreement: [insert name and address of New Lender].

     2. Further Assurances. The New Lender agrees to cooperate with the other Lenders and execute such further instruments and documents as the Requisite Lenders shall reasonably request to effect, to the reasonable satisfaction of the Requisite Lenders, the purposes of this Agreement.

Exhibit A-1

     3. Binding Effect. This Joinder Agreement shall be binding upon the New Lender and shall inure to the benefit of the Lenders and their respective successors and assigns.

     4. Termination. This Joinder Agreement shall terminate and cease to be in further effect upon the termination of the Sharing Agreement by the Lenders (other than the New Lender) signatory thereto as of the date first above written.

     5. Governing Law. THIS JOINDER AGREEMENT SHALL BE CONSTRUED, INTERPRETED AND ENFORCED IN ACCORDANCE WITH, AND GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF NEW YORK.

Exhibit A-2

     IN WITNESS WHEREOF, the New Lender has caused this Joinder Agreement to be executed on its behalf by one of its duly authorized officers.

[NEW LENDER]
By:
	Name:
	Title:

Exhibit A-3

EX-5.1

Exhibits 5.1 and 23.2

OPINION OF DAVIS POLK & WARDWELL LLP

March 29, 2011

Verisk Analytics, Inc.
545 Washington Boulevard
Jersey City, NJ 07310-1686

Ladies and Gentlemen:

     Verisk Analytics, Inc., a Delaware corporation (the “Company”), is filing with the Securities and Exchange Commission a Registration Statement on Form S-3 (the “Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), (i) shares of Class A Common Stock, par value $0.001 (the “Common Stock”) of the Company; (ii) shares of preferred stock, par value $0.001 (the “Preferred Stock”) of the Company; (iii) the senior debt securities and subordinated debt securities of the Company and its subsidiary, Insurance Service Office, Inc. (“ISO”) (collectively, the “Debt Securities”), which may be issued pursuant to a senior debt indenture between either the Company or ISO, as the applicable issuer, any of the guarantors named therein (the “Guarantors”) and Wells Fargo Bank N.A., as trustee (the “Trustee”) (in either case, the “Senior Debt Indenture”) and a subordinated debt indenture between either the Company or ISO, as the applicable issuer, any of the subsidiary guarantors named therein and the Trustee (in either case, the “Subordinated Debt Indenture,” and together with the Senior Debt Indenture, the “Indentures”); (iv) guarantees by the Guarantors of the Debt Securities to be issued in accordance with the terms of the Indentures (the “Guarantees of Debt Securities”); (v) rights to purchase Class A Common Stock which may be issued under one or more purchase contract agreements (each, a “Purchase Contract Agreement”) to be entered into between the Company and the purchase contract agent to be named therein (the “Purchase Contract Agent”), (vi) warrants of the Company (the “Warrants”), which may be issued pursuant to a warrant agreement (the “Warrant Agreement”) between the Company and the warrant agent to be named therein; and (vii) units (the “Units” to be issued under one or more unit agreements to be entered into among the Company, a bank or trust company, as unit agent (the “Unit Agent”), and the holders from time to time of the Units (each such unit agreement, a “Unit Agreement”).

     We, as your counsel, have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.

     Based upon the foregoing, we advise you that, in our opinion:

     1. When the necessary corporate action on the part of the Company has been taken to authorize the issuance and sale of such shares of Common Stock proposed to be sold by the Company or the selling stockholders, and when such shares of Common Stock are issued and delivered in accordance with the applicable underwriting or other agreement against payment therefor (in excess of par value thereof) or upon conversion or exercise of any security offered under the Registration Statement (the “Offered Security”), in accordance with terms of such Offered Security or the instrument governing such Offered Security providing for such conversion or exercise as approved by the Board of Directors, for the consideration approved by the Board of Directors (which consideration is not less than the par value of the Common Stock), such shares of Common Stock will be validly issued, fully-paid and non-assessable.

     2. Upon designation of the relative rights, preferences and limitations of any series of Preferred Stock by the Board of Directors of the Company and the proper filing with the Secretary of State of the State of Delaware of a Certificate of Designation relating to such series of Preferred Stock, all necessary corporate action on the part of the Company will have been taken to authorize the issuance and sale of such series of Preferred Stock proposed to be sold by the Company, and when such shares of Preferred Stock are issued and delivered in accordance with the

II-1

applicable underwriting or other agreement against payment therefor (in excess of par value thereof), such shares of Preferred Stock will be validly issued, fully paid and non-assessable.

     3. When the Indentures and any supplemental indentures to be entered into in connection with the issuance of any Debt Securities and any Guarantees of Debt Securities have been duly authorized, executed and delivered by the Trustee, the Company or ISO, as applicable, and the Guarantors, as applicable; the specific terms of a particular series of Debt Securities and any Guarantees of Debt Securities have been duly authorized and established in accordance with the Indentures; and such Debt Securities and the Indentures and any supplemental indentures, including the Guarantees of Debt Securities, have been duly authorized, executed, authenticated, issued and delivered in accordance with the Indentures and the applicable underwriting or other agreement against payment therefor, such Debt Securities and Guarantees of Debt Securities will constitute valid and binding obligations of the Company and ISO, as applicable, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability.

     4. When the Warrant Agreement to be entered into in connection with the issuance of any Warrants has been duly authorized, executed and delivered by the Warrant Agent and the Company; the specific terms of the Warrants have been duly authorized and established in accordance with the Warrant Agreement; and such Warrants have been duly authorized, executed, issued and delivered in accordance with the Warrant Agreement and the applicable underwriting or other agreement against payment therefor, such Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability.

     5. When the Purchase Contract Agreement to be entered into in connection with the issuance of any Purchase Contracts has been duly authorized, executed and delivered by the Purchase Contract Agent and the Company; the specific terms of the Purchase Contracts have been duly authorized and established in accordance with the Purchase Contract Agreement; and such Purchase Contracts have been duly authorized, executed, issued and delivered in accordance with the Purchase Contract Agreement and the applicable underwriting or other agreement against payment therefor, such Purchase Contracts will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability.

     6. When the Unit Agreement to be entered into in connection with the issuance of any Units has been duly authorized, executed and delivered by the Unit Agent and the Company; the specific terms of the Units have been duly authorized and established in accordance with the Unit Agreement; and such Units have been duly authorized, executed, issued and delivered in accordance with the Unit Agreement and the applicable underwriting or other agreement against payment therefor, such Units will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability.

     In connection with the opinions expressed above, we have assumed that, at or prior to the time of the delivery of any such security, (i) the Boards of Directors of each of the Company, ISO and each Guarantor shall have duly established the terms of such security and duly authorized the issuance and sale of such security and such authorization shall not have been modified or rescinded; (ii) the Company, ISO and each Guarantor organized under the laws of Delaware shall remain validly existing as a corporation in good standing under the laws of the State of Delaware; (iii) the Registration Statement shall have been declared effective and such effectiveness shall not have been terminated or rescinded; (iv) the Indentures and the Debt Securities are each valid, binding and enforceable agreements of each party thereto, (other than as expressly covered above in respect of the Company and ISO); and (v) there shall not have occurred any change in law affecting the validity or enforceability of such security. We have also assumed that none of the terms of any security to be established subsequent to the date hereof, nor the issuance and delivery of such security, nor the compliance by the Company, ISO or any Guarantor with the terms of such security will violate any applicable law or public policy or will result in a violation of any provision of any instrument or agreement then binding upon the Company, ISO or any Guarantor, or any restriction imposed by any court or governmental body having jurisdiction over the Company, ISO or any Guarantor.

II-2

     We are members of the Bar of the State of New York and the foregoing opinion is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware.

     We hereby consent to the filing of this opinion as an exhibit to the Registration Statement referred to above and further consent to the reference to our name under the caption “Validity of Securities” in the prospectus, which is a part of the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

     This opinion is rendered solely to you in connection with the above matter. This opinion may not be relied upon by you for any other purpose or relied upon by or furnished to any other person without our prior written consent.

     Very truly yours,

     /s/ Davis Polk & Wardwell LLP

II-3

EX-10.1

Exhibit 10.1

FOURTH AMENDMENT AND MODIFICATION AGREEMENT

     THIS FOURTH AMENDMENT AND MODIFICATION AGREEMENT (hereinafter referred to as this “Fourth Amendment”) is made this 28th day of March, 2011, by and among

     INSURANCE SERVICES OFFICE, INC., a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, having its principal office located at 545 Washington Boulevard, Jersey City, New Jersey 07310-1686 (hereinafter referred to as the “Borrower”),

     AND

     ISO CLAIMS SERVICES, INC., a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware having its principal office located at 250 Berryhill Road, Columbia, South Carolina 29210 (hereinafter referred to as “ISO Claims Services”),

     AND

     AIR WORLDWIDE CORPORATION, a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware having its principal office located at 131 Dartmouth Street, Boston, Massachusetts 02116-5134 (hereinafter referred to as “AIR Worldwide”),

     AND

     ISO SERVICES, INC., a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware having an office located at 545 Washington Boulevard, Jersey City, New Jersey 07310-1686 (hereinafter referred to as “ISO Services”),

     AND

     XACTWARE SOLUTIONS, INC., a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware having its principal office located at 1426 East 750 North, Orem, Utah 84097 (hereinafter referred to as “Xactware”),

     AND

     VERISK HEALTH, INC., a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts having its principal office located at 99 Summer Street, Suite 520, Boston, Massachusetts 02110 (hereinafter referred to as “Verisk”),

     AND

     INTERTHINX, INC., a corporation duly organized, validly existing and in good standing under the laws of the State of California having its principal office located at 30005 Ladyface Circle, Agoura Hills, California 91301 (hereinafter referred to as “Interthinx”),

     AND

     D2HAWKEYE, INC., a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware having its principal office located at 130 Turner Street, 7^th Floor,

[FOURTH AMENDMENT
AND MODIFICATION AGREEMENT]

- 1 -

Waltham, Massachusetts 02453 (hereinafter referred to as “D2Hawkeye”),

     AND

     VERISK ANALYTICS, INC., a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware having its principal office located at 545 Washington Boulevard, Jersey City, New Jersey 07310-1686 (hereinafter referred to as “Verisk Analytics”)

     AND

     ISO STAFF SERVICES, INC., a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware having an office located at 545 Washington Boulevard, Jersey City, New Jersey 07310-1686 (hereinafter referred to as “ISO Staff Services”, and hereinafter ISO Claims Services, AIR Worldwide, ISO Services, Xactware, Verisk, Interthinx, D2Hawkeye, Verisk Analytics, and ISO Staff Services shall be collectively referred to as the “Guarantors”),

     AND

     BANK OF AMERICA, N.A., a national banking association duly organized and validly existing under the laws of the United States of America, having an office located at 750 Walnut Avenue, Cranford, New Jersey 07016, in its capacity as a Lender, the letter of credit issuer and the swing line lender (hereinafter referred to as “Bank of America”),

     AND

     THOSE OTHER LENDERS SIGNATORY HERETO (hereinafter said lenders, together with Bank of America, shall be sometimes individually referred to as a “Lender” and collectively referred to as the “Lenders”),

     AND

     BANK OF AMERICA, N.A., a national banking association duly organized and validly existing under the laws of the United States of America, having an office located at 750 Walnut Avenue, Cranford, New Jersey 07016, in its capacity as administrative agent for the Lenders (hereinafter referred to as the “Administrative Agent”).

W I T N E S S E T H :

     WHEREAS, pursuant to the terms, conditions, and provisions of that certain Credit Agreement dated as of July 2, 2009, executed by and among the Borrower, as borrower, Bank of America, as a Lender, JPMorgan Chase Bank, N.A. (hereinafter referred to as “JPMorgan Chase”), as a Lender, Morgan Stanley Bank, N.A. (hereinafter referred to as “Morgan Stanley”), as a Lender, Wells Fargo Bank, N.A. (hereinafter referred to as “Wells Fargo”), as a Lender, Bank of America, as letter of credit issuer and swing line lender, and the Administrative Agent, as administrative agent (hereinafter referred to as the “Original Credit Agreement”), the Lenders made available to the Borrower an unsecured revolving credit loan facility in the aggregate maximum principal amount of up to $300,000,000.00, expandable up to an aggregate maximum principal amount of up to $500,000,000.00 (hereinafter referred to as the “Original Credit Facility”), which Original Credit Facility includes (i) a $25,000,000.00 letter of credit sub-facility for the issuance of standby letters of credit (and not commercial letters of credit) denominated in U.S.

[FOURTH AMENDMENT AND
MODIFICATION AGREEMENT]

- 2 -

dollars or such other currencies as may be agreed upon by the Borrower and Bank of America, as letter of credit issuer, and (ii) a $30,000,000.00 swingline sub-facility, all made available to the Borrower for working capital and other lawful corporate purposes, including, without limitation, (a) refinancing a portion of the Borrower’s then-existing indebtedness and (b) financing such acquisitions as may be permitted pursuant to the terms, conditions, and provisions of the Original Credit Agreement; and

     WHEREAS, Bank of America’s “Commitment” (as such term is defined in the Original Credit Agreement) under the Original Credit Facility is evidenced by that certain Revolving Credit Loan Note #1 dated as of July 2, 2009, executed by the Borrower, as maker, in favor of Bank America, as payee, in the maximum principal amount of up to $125,000,000.00 (hereinafter referred to as the “Original Revolving Credit Loan Note #1”); and

     WHEREAS, JPMorgan Chase’s Commitment under the Original Credit Facility is in the maximum principal amount of up to $75,000,000.00, but JPMorgan Chase did not require that a promissory note be executed to evidence said Commitment; and

     WHEREAS, Morgan Stanley’s Commitment under the Original Credit Facility is evidenced by that certain Revolving Credit Loan Note #2 dated as of July 2, 2009, executed by the Borrower, as maker, in favor of Morgan Stanley, as payee, in the maximum principal amount of up to $50,000,000.00 (hereinafter referred to as the “Original Revolving Credit Loan Note #2”); and

     WHEREAS, Wells Fargo’s Commitment under the Original Credit Facility is in the maximum principal amount of up to $50,000,000.00, but Wells Fargo did not require that a promissory note be executed to evidence said Commitment; and

      WHEREAS, pursuant to the terms, conditions, and provisions of that certain Continuing Guaranty dated as of July 2, 2009 executed by ISO Claims Services, ISO Investment Holdings, Inc., a Delaware corporation (hereinafter referred to as “ISO Investment Holdings”), AIR Worldwide, ISO Services, Xactware, Verisk, Interthinx, and D2Hawkeye, on a joint and several basis, in favor of the Administrative Agent and the Lenders, said Guarantors guarantied the payment and performance of all of the obligations of the Borrower owed to the Administrative Agent and the Lenders under the Original Credit Agreement and the other “Loan Documents” (as such term is defined in the Original Credit Agreement) (hereinafter, as it may be from time to time amended, modified, extended, renewed, substituted, and/or supplemented, referred to as the “Guaranty #1”); and

     WHEREAS, pursuant to the terms, conditions, and provisions of that certain Joinder dated as of August 21, 2009 executed by SunTrust Bank (hereinafter referred to as “SunTrust”), as an additional Lender, SunTrust agreed to (i) provide a Commitment equal to $25,000,000.00 and (ii) accept and be bound by all of the terms, conditions, and provisions of the Original Credit Agreement and the other Loan Documents, as a result of which SunTrust became a “Lender” under the Original Credit Agreement; and

     WHEREAS, SunTrust’s original Commitment under the Original Credit Facility was in the aforesaid maximum principal amount of up to $25,000,000.00, and SunTrust did not require that a promissory note be executed to evidence said Commitment; and

     WHEREAS, pursuant to the terms, conditions, and provisions of that certain Joinder dated as of August 21, 2009 executed by PNC Bank, N.A. (hereinafter referred to as “PNC”), as an additional Lender, PNC agreed to (i) provide a Commitment equal to $20,000,000.00 and (ii) accept and be bound by all of the terms, conditions, and provisions of the Original Credit Agreement and the other Loan

[FOURTH AMENDMENT AND
MODIFICATION AGREEMENT]

- 3 -

Documents, as a result of which PNC became a “Lender” under the Original Credit Agreement; and

     WHEREAS, PNC’s Commitment under the Original Credit Facility was evidenced by that certain Revolving Credit Loan Note #3, dated August 21, 2009 executed by the Borrower, as maker, in favor of PNC, as payee, in the maximum principal amount of up to $20,000,000.00 (hereinafter referred to as the “Original Revolving Credit Loan Note #3”); and

     WHEREAS, pursuant to the terms, conditions, and provisions of that certain Joinder dated as of August 21, 2009 executed by Sovereign Bank (hereinafter referred to as “Sovereign”), as an additional Lender, Sovereign agreed to (i) provide a Commitment in the principal amount of $40,000,000.00 and (ii) accept and be bound by all of the terms, conditions, and provisions of the Original Credit Agreement and the other Loan Documents, as a result of which Sovereign became a “Lender” under the Original Credit Agreement; and

     WHEREAS, Sovereign’s Commitment under the Original Credit Facility is evidenced by that certain Revolving Credit Loan Note #4 dated August 21, 2009 executed by the Borrower, as maker, in favor of Sovereign, as payee, in the maximum principal amount of up to $40,000,000.00 (hereinafter referred to as the “Original Revolving Credit Loan Note #4”); and

     WHEREAS, pursuant to the terms, conditions, and provisions of that certain Joinder dated as of August 21, 2009 executed by RBS Citizens, N.A. (hereinafter referred to as “RBS”), as an additional Lender, RBS agreed to (i) provide a Commitment in the principal amount of $35,000,000.00 and (ii) accept and be bound by all of the terms, conditions, and provisions of the Original Credit Agreement and the other Loan Documents, as a result of which RBS became a “Lender” under the Original Credit Agreement; and

     WHEREAS, RBS’s original Commitment under the Original Credit Facility was evidenced by that certain Revolving Credit Loan Note #5, dated August 21, 2009 executed by the Borrower, as maker, in favor of RBS, as payee, in the maximum principal amount of up to $35,000,000.00 (hereinafter referred to as the “Original Revolving Credit Loan Note #5”); and

     WHEREAS, pursuant to that certain Letter Agreement dated August 21, 2009 executed by and between the Borrower and the Administrative Agent, on behalf of itself as Administrative Agent and all of the Lenders (hereinafter referred to as the “First Amendment”), the Borrower and the Administrative Agent agreed to amend and modify the terms, conditions, and provisions of the Original Credit Agreement for the purposes more fully set forth and described in the First Amendment; and

     WHEREAS, pursuant to the terms, conditions, and provisions of that certain Continuing Guaranty dated November 4, 2009 executed by Verisk Analytics in favor of the Administrative Agent and the Lenders in accordance with the requirements of Section 6.12(b) of the Credit Agreement, Verisk Analytics guarantied the payment and performance of all of the obligations of the Borrower owed to the Administrative Agent and the Lenders under the Original Credit Agreement and the other Loan Documents (hereinafter, as it may be from time to time amended, modified, extended, renewed, substituted, and/or supplemented, referred to as the “Guaranty #2”); and

     WHEREAS, pursuant to that certain Second Amendment and Modification Agreement dated April 19, 2010, executed by and among the Borrower, the Guarantors, the Lenders, and the Administrative Agent (hereinafter referred to as the “Second Amendment”), the Borrower, the Guarantors, the Lenders, and the Administrative Agent agreed to further amend and modify the terms,

[FOURTH AMENDMENT AND
MODIFICATION AGREEMENT]

- 4 -

conditions, and provisions of the Original Credit Agreement for the purposes more fully set forth and described in the Second Amendment; and

     WHEREAS, on June 30, 2010, ISO Investment Holdings was merged with and into the Borrower, with the Borrower being the surviving entity; and

     WHEREAS, pursuant to that certain Third Amendment and Modification Agreement dated September 10, 2010, executed by and among the Borrower, the Guarantors, the Lenders, and the Administrative Agent (hereinafter referred to as the “Third Amendment”, and hereinafter the Original Credit Agreement, as amended and modified through the Third Amendment, shall be referred to as the “Credit Agreement”), the Borrower, the Guarantors, the Lenders, and the Administrative Agent agreed to further amend and modify the terms, conditions, and provisions of the Original Credit Agreement for the purposes more fully set forth and described in the Third Amendment, including providing for an accordion feature to expand the aggregate maximum principal amount of the Commitments to up to $750,000,000.00; and

     WHEREAS, in connection with the execution and delivery of the Third Amendment, Bank of America increased its Commitment under the Original Credit Facility to a new principal amount of $150,000,000.00, and such increased Commitment is evidenced by that certain First Substitute Revolving Credit Loan Note #1, dated September 10, 2010, executed by the Borrower, as maker, in favor of Bank of America, as payee, in the maximum principal amount of up to $150,000,000.00, which First Substitute Revolving Credit Loan Note #1 was given in full substitution for and in full replacement of the Original Revolving Credit Loan Note #1 (hereinafter, as it may be from time to time amended, modified, extended, renewed, substituted, and/or supplemented, referred to as the “Revolving Credit Loan Note #1”); and

     WHEREAS, in connection with the execution and delivery of the Third Amendment, JPMorgan Chase increased its Commitment under the Original Credit Facility to a new principal amount of $120,000,000.00, and JPMorgan Chase did not require that a promissory note be executed and delivered to it by the Borrower as evidence of such increased Commitment; and

     WHEREAS, in connection with the execution and delivery of the Third Amendment, Morgan Stanley increased its Commitment under the Original Credit Facility to a new principal amount of $95,000,000.00, and such increased Commitment is evidenced by that certain First Substitute Revolving Credit Loan Note #2, dated September 10, 2010, executed by the Borrower, as maker, in favor of Morgan Stanley, as payee, in the maximum principal amount of up to $95,000,000.00, which First Substitute Revolving Credit Loan Note #2 was given in full substitution for and in full replacement of the Original Revolving Credit Loan Note #2 (hereinafter, as it may be from time to time amended, modified, extended, renewed, substituted, and/or supplemented, referred to as the “Revolving Credit Loan Note #2”); and

     WHEREAS, in connection with the execution and delivery of the Third Amendment, Wells Fargo increased its Commitment under the Original Credit Facility to a new principal amount of $75,000,000.00, and Wells Fargo did not require that a promissory note be executed and delivered to it by the Borrower as evidence of such increased Commitment; and

     WHEREAS, in connection with the execution and delivery of the Third Amendment, SunTrust Bank increased its Commitment under the Original Credit Facility to a new principal amount of $47,500,000.00, and SunTrust Bank did not require that a promissory note be executed and delivered to it by the Borrower as evidence of such increased Commitment; and

[FOURTH AMENDMENT AND
MODIFICATION AGREEMENT]

- 5 -

     WHEREAS, in connection with the execution and delivery of the Third Amendment, PNC terminated its Commitment and withdrew as a Lender; and

     WHEREAS, in connection with the execution and delivery of the Third Amendment, Sovereign Bank maintained its Commitment under the Original Credit Facility at its original principal amount of $40,000,000.00; and

     WHEREAS, in connection with the execution and delivery of the Third Amendment, RBS increased its Commitment under the Original Credit Facility to a new principal amount of $47,500,000.00, and such increased Commitment is evidenced by that certain First Substitute Revolving Credit Loan Note #5, dated September 10, 2010, executed by the Borrower, as maker, in favor of RBS , as payee, in the maximum principal amount of up to $47,500,000.00, which First Substitute Revolving Credit Loan Note #5 was given in full substitution for and in full replacement of the Original Revolving Credit Loan Note #5 (hereinafter, as it may be from time to time amended, modified, extended, renewed, substituted, and/or supplemented, referred to as the “Revolving Credit Loan Note #5”); and

     WHEREAS, pursuant to that certain Joinder dated March 16, 2011, The Northern Trust Company (hereinafter referred to as “Northern”) issued a Commitment under the Original Credit Facility in the principal amount of $25,000,000.00 and, as a result of said additional Commitment having been obtained, the aggregate maximum principal amount of the Original Credit Facility has been increased to up to Six Hundred Million and 00/100 ($600,000,000.00) Dollars (hereinafter the Original Credit Facility, as so increased and as it may be from time to time hereafter amended, modified, extended, renewed, substituted, and/or supplemented, shall be referred to as the “Credit Facility”), and such Commitment is evidenced by that certain Revolving Credit Loan Note #6, dated March 16, 2011, executed by the Borrower, as maker, in favor of Northern, as payee, in the maximum principal amount of up to $25,000,000.00 (hereinafter, as it may be from time to time amended, modified, extended, renewed, substituted, and/or supplemented, referred to as the “Revolving Credit Loan Note #6”, and hereinafter the Revolving Credit Loan Note #1, the Revolving Credit Loan Note #2, the Original Revolving Credit Loan Note #4, the Revolving Credit Loan Note #5, and the Revolving Credit Loan Note #6 shall be collectively referred to as the “Notes”); and

     WHEREAS, pursuant to the terms, conditions, and provisions of that certain Continuing Guaranty dated March 28, 2011 executed by ISO Staff Services in favor of the Administrative Agent and the Lenders in accordance with the requirements of Section 6.12(a) of the Credit Agreement, ISO Staff Services guarantied the payment and performance of all of the obligations of the Borrower owed to the Administrative Agent and the Lenders under the Credit Agreement and the other Loan Documents (hereinafter, as it may be from time to time amended, modified, extended, renewed, substituted, and/or supplemented, referred to as the “Guaranty #3”, and hereinafter the Guaranty #1, the Guaranty #2, and the Guaranty #3 shall be collectively referred to as the “Guaranties”); and

     WHEREAS, the parties hereto have agreed to amend and modify the Credit Agreement and the other Loan Documents pursuant to the terms, conditions, and provisions of this Fourth Amendment for the purposes more fully set forth and described herein; and

     WHEREAS, defined terms used but not expressly defined herein shall have the same meanings when used herein as set forth in the Credit Agreement.

     NOW, THEREFORE, intending to be legally bound hereby, the parties hereto hereby promise, covenant, and agree as follows:

[FOURTH AMENDMENT AND
MODIFICATION AGREEMENT]

- 6 -

     1. Waiver. Each of the Lenders and the Administrative Agent hereby waives, effective as of the date first above written, only the Event of Default arising under Section 8.01(c) of the Credit Agreement caused by the Borrower’s failure to comply with Section 7.03 of the Credit Agreement, solely to the extent of the Borrower’s past failure to cause ISO Staff Services to deliver a Guaranty pursuant to the terms of the Credit Agreement (as so amended); provided that ISO Staff Services shall deliver, on the date first written above, such Guaranty in the form so provided in the Credit Agreement.

     2. Credit Agreement. The Credit Agreement is hereby amended and modified as follows:

          (i) The existing Section 1.01 of the Credit Agreement is hereby amended and modified by deleting the penultimate paragraph in the existing definition of “Applicable Rate” and inserting the following new paragraph in its place and stead:

“For the purposes of calculating the Consolidated Funded Debt Leverage Ratio in connection with this definition only, and for no other purpose, to the extent that Verisk Analytics, Inc. acquires a Person in accordance with the terms, conditions, and provisions of this Agreement, the Administrative Agent shall include in its calculation of Consolidated EBITDA the pro forma effect of such acquisition as if such acquisition shall have occurred on the first date of the applicable test period.”

          (ii) The existing Section 1.01 of the Credit Agreement is hereby amended and modified by deleting the existing definition of “Consolidated EBIT” and inserting the following new definition of “Consolidated EBIT” in its place and stead:

““Consolidated EBIT” means, for any period, for Verisk Analytics, Inc. and its direct and indirect Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such period plus (a) the following to the extent deducted in calculating such Consolidated Net Income: (i) Consolidated Interest Charges for such period; (ii) the provision for Federal, state, local and foreign income taxes payable by Verisk Analytics, Inc. and its direct and indirect Subsidiaries for such period; (iii) non-cash charges for the appreciation of ESOP             shares; (iv) non-cash stock option expenses under FASB Accounting Standards Codification 718 for such period; (v) non-cash expenses in connection with the Borrower’s Top Hat Plan and Deferred Compensation Plan for such period, to the extent such expenses are the result of increasing the participant liabilities for said plans due to the appreciation in value of the investments held; (vi) non-cash expenses other than temporary impairment of the Borrower’s Top Hat Plan and Deferred Compensation Plan for such period, to the extent such expenses are the result of the depreciation in value of the investments held in said plan; (vii) non-cash loss on the disposal of fixed assets for such period; and (viii) other non-recurring expenses of Verisk Analytics, Inc. and its direct and indirect Subsidiaries reducing such Consolidated Net Income which do not represent a cash item in such period or any future period and minus (b) the following to the extent included in calculating such Consolidated Net Income: (i) Federal, state, local and foreign income tax credits of Verisk Analytics, Inc. and its direct and indirect Subsidiaries for such period; (ii) non-cash gains in connection with the Borrower’s Top Hat Plan and Deferred Compensation Plan for such period, to the extent such gains are the result of decreasing the participant liabilities for said plans due to the depreciation in value of the investments held; and (iii) other non-recurring non-cash items increasing Consolidated Net Income for such period.”

[FOURTH AMENDMENT AND
MODIFICATION AGREEMENT]

- 7 -

          (iii) The existing Section 1.01 of the Credit Agreement is hereby amended and modified by deleting the existing definition of “Consolidated EBITDA” and inserting the following new definition of “Consolidated EBITDA” in its place and stead:

““Consolidated EBITDA” means, for any period, for Verisk Analytics, Inc. and its direct and indirect Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such period plus (a) the following to the extent deducted in calculating such Consolidated Net Income: (i) Consolidated Interest Charges for such period; (ii) the provision for Federal, state, local and foreign income taxes payable by Verisk Analytics, Inc. and its direct and indirect Subsidiaries for such period; (iii) depreciation and amortization expense; (iv) non-cash charges for the appreciation of ESOP shares; (v) non-cash stock option expenses under FASB Accounting Standards Codification 718 for such period; (vi) non-cash expenses in connection with the Borrower’s Top Hat Plan and Deferred Compensation Plan for such period, to the extent such expenses are the result of increasing the participant liabilities for said plans due to the appreciation in value of the investments held; (vii) non-cash expenses other than temporary impairment of the Borrower’s Top Hat Plan and Deferred Compensation Plan for such period, to the extent such expenses are the result of the depreciation in value of the investments held; (viii) non-cash loss on the disposal of fixed assets for such period; and (ix) other non-recurring expenses of Verisk Analytics, Inc. and its direct and indirect Subsidiaries reducing such Consolidated Net Income which do not represent a cash item in such period or any future period and minus (b) the following to the extent included in calculating such Consolidated Net Income: (i) Federal, state, local and foreign income tax credits of Verisk Analytics, Inc. and its direct and indirect Subsidiaries for such period; (ii) non-cash gains in connection with the Borrower’s Top Hat Plan and Deferred Compensation Plan for such period, to the extent such gains are the result of decreasing the participant liabilities for said plans due to the depreciation in value of the investments held; and (iii) other non-recurring non-cash items increasing Consolidated Net Income for such period.”

          (iv) The existing Section 1.01 of the Credit Agreement is hereby amended and modified by deleting the existing definition of “Consolidated Funded Debt Leverage Ratio” and inserting the following new definition of “Consolidated Funded Debt Leverage Ratio” in its place and stead:

““Consolidated Funded Debt Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness as of such date -to- (b) Consolidated EBITDA for the period of the four fiscal quarters most recently ended.

For the purposes of calculating the Consolidated Funded Debt Leverage Ratio in connection with determining compliance with the financial covenant set forth and contained in Section 7.10(b) of this Agreement only, and for no other purpose, to the extent that Verisk Analytics, Inc. acquires a Person in accordance with the terms, conditions, and provisions of this Agreement, the Administrative Agent shall include in its calculation of Consolidated EBITDA the pro forma effect of such acquisition as if such acquisition shall have occurred on the first date of the applicable test period.”

          (v) The existing Section 1.01 of the Credit Agreement is hereby amended and modified by deleting the existing definition of “Consolidated Funded Indebtedness” and inserting the following new definition of “Consolidated Funded Indebtedness” in its place and stead:

[FOURTH AMENDMENT AND
MODIFICATION AGREEMENT]

- 8 -

““Consolidated Funded Indebtedness” means, as of any date of determination, for Verisk Analytics, Inc. and its direct and indirect Subsidiaries on a consolidated basis, the sum of (a) the outstanding principal amount of all obligations, whether current or long-term, for borrowed money (including Obligations hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments, (b) all purchase money Indebtedness, (c) all obligations, whether contingent or otherwise, arising under letters of credit (including standby and commercial letters of credit), bankers’ acceptances, bank guaranties, surety bonds and similar instruments, (d) all obligations in respect of the deferred purchase price of Property or services (other than obligations to pay the earn out portion of the purchase price for Permitted Acquisitions and trade accounts payable in the ordinary course of business), (e) Attributable Indebtedness in respect of Capitalized Leases and Synthetic Lease Obligations, (f) without duplication, all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) through (e) above of Persons other than Verisk Analytics, Inc. or any direct or indirect Subsidiary, (g) without duplication, all Guarantees by Verisk Analytics, Inc. and/or the Company of Permitted Subsidiary Acquisition Indebtedness, and (h) all Indebtedness of the types referred to in clauses (a) through (f) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which Verisk Analytics, Inc. or a direct or indirect Subsidiary is a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to Verisk Analytics, Inc. or such direct or indirect Subsidiary.”

          (vi) The existing Section 1.01 of the Credit Agreement is hereby amended and modified by deleting the existing definition of “Consolidated Interest Charges” and inserting the following new definition of “Consolidated Interest Charges” in its place and stead:

““Consolidated Interest Charges” means, for any period, for Verisk Analytics, Inc. and its direct and indirect Subsidiaries on a consolidated basis, all interest, premium payments, debt discount, fees, charges and related expenses of Verisk Analytics, Inc. and its direct and indirect Subsidiaries in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case (a) paid in cash and (b) to the extent treated as interest in accordance with GAAP.”

          (vii) The existing Section 1.01 of the Credit Agreement is hereby amended and modified by deleting the existing definition of “Consolidated Net Income” and inserting the following new definition of “Consolidated Net Income” in its place and stead:

““Consolidated Net Income” means, for any period, for Verisk Analytics, Inc. and its direct and indirect Subsidiaries on a consolidated basis, the net income of Verisk Analytics, Inc. and its direct and indirect Subsidiaries (excluding extraordinary gains and extraordinary losses) for that period.”

          (viii) The existing Section 1.01 of the Credit Agreement is hereby amended and modified by deleting the existing definition of “Material Domestic Subsidiary” and inserting the following new definition of “Material Domestic Subsidiary” in its place and stead:

““Material Domestic Subsidiary” means any Domestic Subsidiary (a) which accounts for, or is responsible for generating, ten percent (10%) or more of the consolidated operating

[FOURTH AMENDMENT AND
MODIFICATION AGREEMENT]

- 9 -

income or consolidated revenue of Verisk Analytics, Inc. and its direct and indirect Subsidiaries, as of the most recently ended fiscal quarter, or (b) which contributed more than ten percent (10%) of Consolidated EBITDA for the most recently ended four fiscal quarter period; provided, however, that no Domestic Subsidiary shall be deemed to be a Material Domestic Subsidiary for the purposes of compliance with Section 6.12 of this Agreement until the earlier to occur of the following two events: (i) such Domestic Subsidiary has been included in the annual audited consolidated results of Verisk Analytics, Inc. for at least nine (9) months and such annual audited consolidated results shall have been publicly filed in Verisk Analytics, Inc.’s annual report on Form 10-K; or (ii) the public filing by Verisk Analytics, Inc. of annual audited financial statements for such Domestic Subsidiary for the most recent fiscal year, provided that the determination of whether such annual audited financial statements for such Domestic Subsidiary are prepared and publicly filed shall be at the sole discretion of Verisk Analytics, Inc. Notwithstanding the foregoing definition to the contrary, the Administrative Agent and the Lenders hereby acknowledge and agree that, as of March 23, 2011, 3E Company Environmental, Ecological and Engineering, a Delaware corporation, is not a Material Domestic Subsidiary.”

          (ix) The existing Section 1.01 of the Credit Agreement is hereby amended and modified by adding the following new definitions:

““Bondholders” means the holders of the Bonds.”

““Bonds” means any unsecured debt securities (whether registered under the Securities Act of 1933, as amended, or exempt therefrom (pursuant to Rule 144A thereunder or otherwise)) (i) issued by either Verisk Analytics, Inc. or the Borrower and (ii) guaranteed by Verisk Analytics, Inc. or the Borrower, as applicable, and any direct or indirect Subsidiary of Verisk Analytics, Inc. or the Borrower.”

          (x) The existing Section 2.05(b)(iii) of the Credit Agreement is hereby deleted in its entirety, and the following is hereby inserted in its place and stead: “Intentionally Omitted.”

          (xi) The existing Section 6.01(c) of the Credit Agreement is hereby deleted in its entirety and the following new Section 6.01(c) is hereby inserted in its place and stead:

“(c) as soon as available, but in any event at least ninety (90) days after the commencement of each fiscal year of Verisk Analytics, Inc., annual projections for Verisk Analytics, Inc. and its direct and indirect Subsidiaries on a consolidated basis of a consolidated statement of income and operations of Verisk Analytics, Inc. and its direct and indirect Subsidiaries, on a quarterly basis for such fiscal year.”

          (xii) The existing Section 6.14 of the Credit Agreement is hereby deleted in its entirety and the following new Section 6.14 is hereby inserted in its place and stead:

“6.14 Most Favored Lender Status. Deem this Agreement to be automatically amended (such amendment to be effective as of the date of the applicable incurrence, creation, assumption or amendment or modification) to include the representations, warranties, covenants and/or event of default provisions of any of the documents, indentures, agreements, or other evidence of any additional Indebtedness (or amendment

[FOURTH AMENDMENT AND
MODIFICATION AGREEMENT]

- 10 -

or modification thereof), created, incurred or assumed by the Borrower or any Subsidiary after the date of this Agreement in favor of any lender or creditor, in the event and only to the extent such representations, warranties, covenants and/or event of default provisions are more favorable to such lender or creditor than, or are in addition to, those already set forth and contained in this Agreement and the other Loan Documents; provided, however, that, so long as no Default or Event of Default shall then exist, any such amendment of this Agreement shall be deemed (i) to terminate automatically upon (a) the repayment in full and termination of such Indebtedness or (b) the effective date of the deletion of such more favorable provisions in respect of such additional Indebtedness pursuant to the terms of such additional Indebtedness or (ii) to be amended automatically and in like manner and effect upon the effectiveness of any amendment of such more favorable provisions in respect of such Indebtedness pursuant to the terms of such additional Indebtedness. Within three (3) Business Days thereafter, the Borrower shall deliver a written conforming amendment to this Agreement. Prior to the execution and delivery of such documents by the Borrower and before such additional Indebtedness shall have been repaid in full and terminated, this Agreement shall be deemed to contain each such more favorable (or, as the case may be, such additional) representation, warranty, covenant and/or event of default provision for purposes of determining the rights and obligations hereunder.”

          (xiii) The following new Section 7.02(p) shall be added to Section 7.02 of the Credit Agreement:

“(p) Investments in the form of Guarantees by the Borrower or the Domestic Subsidiaries of the Borrower which act as Guarantors hereunder for the benefit of the Bondholders in connection with the Bonds.”

          (xiv) The existing Section 7.08 of the Credit Agreement is hereby deleted in its entirety, and the following is hereby inserted in its place and stead: “Intentionally Omitted.”

          (xv) The existing Section 7.10 of the Credit Agreement is hereby deleted in its entirety, and the following new Section 7.10 is hereby inserted in its place and stead:

“7.10 Financial Covenants.

(a)	Consolidated Interest Coverage Ratio. Permit the Consolidated Interest Coverage Ratio as of the end of any fiscal quarter of Verisk Analytics, Inc. to be less than 3.0 -to- 1.0.
(b)	Consolidated Funded Debt Leverage Ratio. Permit the Consolidated Funded Debt Leverage Ratio at any time during any period of four fiscal quarters of Verisk Analytics, Inc. to be greater than 3.0 -to- 1.0.”

          (xvi) The existing Section 7.11 of the Credit Agreement is hereby deleted in its entirety and the following new Section 7.11 is hereby inserted in its place and stead:

“7.11 No Negative Pledges to Other Persons. Grant to another Person a covenant commonly referred to as a “negative pledge” with respect to its respective assets and properties other than (a) in connection with any Indebtedness constituting purchase-money

[FOURTH AMENDMENT AND
MODIFICATION AGREEMENT]

- 11 -

Indebtedness secured by purchase-money security interests and Capitalized Leases, in each case, to the extent permitted under Section 7.03, and solely to the extent such covenant is limited to the Property covered by such Liens; (b) customary non-assignment provisions of leases, subleases, licenses and sublicenses; (c) with respect to specific Property to be sold pursuant to an executed definitive purchase agreement in connection with a Disposition permitted under Section 7.05; (d) in connection with Permitted Subsidiary Acquisition Indebtedness and limited to the Property covered by Liens in respect of Permitted Subsidiary Acquisition Indebtedness; and (e) for the benefit of the Bondholders in connection with the Bonds.”

     3. Amendments to all Loan Documents. Any and all references in any Loan Document to the Credit Agreement and/or any of the other Loan Documents shall be deemed to refer to the Credit Agreement or such other Loan Document, as amended and modified through this Fourth Amendment.

     4. Further Agreements and Representations. The Borrower and the Guarantors do hereby: (i) ratify, confirm and acknowledge that, as amended and modified by this Fourth Amendment, the Credit Agreement, the Notes, the Guaranties, and all other Loan Documents continue to be valid, binding and in full force and effect; (ii) acknowledge and agree that, as of the date hereof, none of the Borrower or any of the Guarantors has any defense, set-off, counterclaim or challenge against the payment of any sums due and owing to the Administrative Agent or any Lender or the enforcement of any of the terms of the Credit Agreement, the Guaranties and/or any of the other Loan Documents; (iii) acknowledge and agree that all representations and warranties of the Borrower and the Guarantors contained in the Credit Agreement, the Guaranties, and the other Loan Documents are true, accurate and correct as of the date hereof as if made on and as of the date hereof, except (a) to the extent any such representation or warranty is by its terms limited to a certain date or dates in which case it remains true, accurate and correct as of such date or dates, or (b) to the extent any such representation or warranty references or incorporates by reference any of the updated Schedules attached to this Fourth Amendment, in which case such representation or warranty shall be deemed to incorporate and refer to such updated Schedules, rather than the corresponding Schedules originally attached to the Original Credit Agreement, and that, with the exception of (1) the Amended and Restated Certificate of Incorporation of the Borrower filed with the Office of the Secretary of State of the State of Delaware on October 6, 2009, the current By-Laws of the Borrower, and the Certificate of Ownership and Merger Merging ISO Investment Holdings, Inc., a Delaware corporation, into the Borrower filed with the Office of the Secretary of State of the State of Delaware on June 30, 2010, each of which is attached to a Certificate of Insurance Services Office, Inc., as to Existence, Authorization and Incumbency dated of even date herewith and delivered as of the date hereof to the Administrative Agent, and (2) the Amended and Restated Certificate of Incorporation of Verisk Analytics filed with the Office of the Secretary of State of the State of Delaware on October 6, 2009, which has been previously delivered to the Administrative Agent, none of the corporate governing documents of the Borrower or the Guarantors have been amended, modified or supplemented since the date of the execution and delivery of the Credit Agreement; and (iv) represent and warrant that the Borrower and the Guarantors have taken all necessary action required by law and by their respective corporate governing documents to execute and deliver this Fourth Amendment and that such execution and delivery constitutes the legal and validly binding action of such entities.

     5. No Novation. It is the intention of the parties hereto that this Fourth Amendment shall not constitute a novation.

     6. Additional Documents; Further Assurances. The Borrower and the Guarantors hereby covenant and agree to execute and deliver to the Administrative Agent, on behalf of the Lenders, or to

[FOURTH AMENDMENT AND
MODIFICATION AGREEMENT]

- 12 -

cause to be executed and delivered to the Administrative Agent, on behalf of the Lenders, contemporaneously herewith, at their sole cost and expense, any other documents, agreements, statements, resolutions, certificates, opinions, consents, searches and information as the Administrative Agent or any Lender may reasonably request in connection with the matters or actions described herein. The Borrower and the Guarantors hereby further covenant and agree to execute and deliver to the Administrative Agent, on behalf of the Lenders, or to use reasonable efforts to cause to be executed and delivered to the Administrative Agent, on behalf of the Lenders, at the sole cost and expense of the Borrower and the Guarantors, from time to time, any and all other documents, agreements, statements, certificates and information as the Administrative Agent or any Lender shall reasonably request to evidence or effect the terms of the Credit Agreement, the Guaranties, and/or any of the other Loan Documents. All such documents, agreements, statements, etc., shall be in form and content reasonably acceptable to the Administrative Agent and the Lenders.

     7. Waiver, Release and Indemnification by the Borrower and the Guarantors. To induce the Administrative Agent and the Lenders to enter into this Fourth Amendment, the Borrower and the Guarantors, and any person or entity claiming by or through any or all of them, each waives and releases and forever discharges the Administrative Agent and the Lenders and their respective officers, directors, shareholders, agents, parent corporation, subsidiaries, affiliates, trustees, administrators, attorneys, predecessors, successors and assigns and the heirs, executors, administrators, successors and assigns of any such person or entity, as releasees (hereinafter collectively referred to as the “Releasees”) from any liability, damage (whether direct or indirect, consequential, special, exemplary, or punitive), claim (including, without limitation, any claim for contribution or indemnity), loss or expense of any kind, in each case whether now known or unknown, past or present, asserted or unasserted, contingent or liquidated, at law or in equity, that it may have against any Releasee arising from the beginning of time to the date hereof arising out of or relating to the Credit Facility. The Borrower and the Guarantors each further agrees to indemnify and hold the Releasees harmless from any loss, damage, judgment, liability or expense (including attorneys’ fees) suffered by or rendered against the Administrative Agent or any Lender on account of any claims of third parties arising out of or relating to the Credit Facility. The Borrower and the Guarantors each further states that it has carefully read the foregoing release and indemnity, knows the contents thereof and grants the same as its own free act and deed.

     8. Status of Parties. The relationship between the Administrative Agent and the Lenders, on the one hand, and the Borrower, on the other hand, is solely that of administrative agent and lenders, on the one hand, and borrower, on the other hand. Neither the Administrative Agent nor the Lenders have any fiduciary or other special relationship with or duty to the Borrower and none is created by the Loan Documents. Nothing contained in the Loan Documents, and no action taken or omitted pursuant to the Loan Documents, is intended or shall be construed to create any partnership, joint venture, association, or special relationship between the Borrower, on the one hand, and the Administrative Agent and the Lenders, on the other hand, or in any way make the Administrative Agent or any Lender a co-principal with the Borrower. In no event shall the Administrative Agent’s or any Lender’s rights and interests under the Loan Documents be construed to give the Administrative Agent or any Lender the right to control, or be deemed to indicate that the Administrative Agent or any Lender is in control of, the business, properties, management or operations of the Borrower.

     9. Fees, Costs, Expenses and Expenditures. The Borrower shall pay all of the Administrative Agent’s and the Lenders’ reasonable costs and expenses in connection with this Fourth Amendment, including, without limitation, the reasonable fees and disbursements of the Administrative Agent’s and the Lenders’ legal counsel.

[FOURTH AMENDMENT AND
MODIFICATION AGREEMENT]

- 13 -

     10. No Waiver. Nothing contained in this Fourth Amendment constitutes an agreement or obligation by the Administrative Agent or the Lenders to grant any further amendments to any of the Loan Documents, as amended and modified hereby, and, except as expressly set forth and contained in Paragraph 1 of this Fourth Amendment, nothing contained herein constitutes a waiver or release by the Administrative Agent or any Lender of any rights or remedies available to the Administrative Agent or any Lender under the Loan Documents, as amended and modified hereby, at law or in equity.

     11. Inconsistencies. To the extent of any inconsistency between the terms, conditions, and provisions of this Fourth Amendment and the terms, conditions, and provisions of the Credit Agreement, the Notes, the Guaranties, and all other Loan Documents, the terms, conditions, and provisions of this Fourth Amendment shall govern and control. All terms, conditions, and provisions of the Credit Agreement, the Notes, the Guaranties, and all other Loan Documents not inconsistent herewith shall remain in full force and effect and are hereby ratified and confirmed by each party hereto.

     12. Binding Effect; Governing Law. This Fourth Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and/or assigns. This Fourth Amendment shall be governed by and construed in accordance with the laws of the State of New York.

     13. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS FOURTH AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS FOURTH AMENDMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH 13.

     14. Headings. The headings of the Articles, Sections, paragraphs and clauses of this Fourth Amendment are inserted for convenience only and shall not be deemed to constitute a part of this Fourth Amendment.

     15. Counterparts. This Fourth Amendment may be executed in any number of counterparts, each of which, when taken together, shall be deemed one and the same instrument.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

[FOURTH AMENDMENT AND
MODIFICATION AGREEMENT]

- 14 -

     IN WITNESS WHEREOF, the Administrative Agent, the Lenders, the Borrower, and the Guarantors have duly executed and delivered this Fourth Amendment, all as of the day and year first written above.

		BORROWER:
ATTEST:		INSURANCE SERVICES OFFICE, INC., as the Borrower
By:	/s/ Kenneth E. Thompson	By:	/s/ Mark V. Anquillare
	Kenneth E. Thompson		Mark V. Anquillare
	Secretary		Executive Vice President and
			Chief Financial Officer
		GUARANTORS:
ATTEST:		ISO CLAIMS SERVICES, INC., a Delaware corporation
		AIR WORLDWIDE CORPORATION, a Delaware corporation
		ISO SERVICES, INC., a Delaware corporation
		XACTWARE SOLUTIONS, INC., a Delaware corporation
		INTERTHINX, INC., a California corporation
		VERISK HEALTH, INC., a Massachusetts corporation
		D2HAWKEYE, INC., a Delaware corporation
		VERISK ANALYTICS, INC., a Delaware corporation
		ISO STAFF SERVICES, INC., a Delaware corporation
By:	/s/ Kenneth E. Thompson	By:	/s/ Mark V. Anquillare
	Kenneth E. Thompson		Mark V. Anquillare
	Secretary		Vice President of ISO Claims Services, Inc.,
				AIR Worldwide Corporation,
				ISO Services, Inc.,
				Xactware Solutions, Inc., and Interthinx, Inc.
				ISO Staff Services, Inc.
			Vice President and Chief Financial Officer of Verisk Health, Inc.
			Vice President and Treasurer of D2Hawkeye, Inc.
			Executive Vice President and Chief Financial Officer of Verisk Analytics, Inc.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK;
SIGNATURES CONTINUE ON THE NEXT PAGE]

[FOURTH AMENDMENT AND
MODIFICATION AGREEMENT]

- 15 -

ADMINISTRATIVE AGENT: BANK OF AMERICA, N.A.
By:	/s/ Roberto Salazar
	Name:	Roberto Salazar
	Title:	Vice President
LENDERS: BANK OF AMERICA, N.A., as a Lender, L/C Issuer, and Swing Line Lender
By:	/s/ William T. Franey
	William T. Franey
	Senior Vice President
JPMORGAN CHASE BANK, N.A.
By:	/s/ Michelle Cipriani
	Name:	Michelle Cipriani
	Title:	Vice President
MORGAN STANLEY BANK, N.A.
By:
	Name:
	Title:
WELLS FARGO BANK, N.A.
By:	/s/ Denis Waltrich
	Name:	Denis Waltrich
	Title:	Vice President

[FOURTH AMENDMENT AND
MODIFICATION AGREEMENT]

- 16 -

SUNTRUST BANK
By:
	Name:
	Title:
SOVEREIGN BANK
By:
	Name:
	Title:
RBS CITIZENS, N.A.
By:	/s/ Paul Darrigo
	Name:	Paul Darrigo
	Title:	Senior Vice President
THE NORTHERN TRUST COMPANY
By:	/s/ Peter J. Hallan
	Name:	Peter J. Hallan
	Title:	Vice President

[END OF SIGNATURES]

[FOURTH AMENDMENT AND
MODIFICATION AGREEMENT]

- 17 -

EX-12.1

EXHIBIT 12.1

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

     The following table sets forth information regarding our ratio of earnings to combined fixed charges for the year ended December 31, 2010, as adjusted to give effect to this offering and the application of the net proceeds therefrom, and for the historical periods shown. For purposes of determining the ratio of earnings to combined fixed charges, earnings consist of income from continuing operations before income taxes with applicable adjustments. Combined fixed charges consist of capitalized interest credit, interest factor in rental expense and other interest and fixed charges.

	For the Fiscal Years Ended December 31,
	2010		2009		2008		2007		2006
			(in thousands, except for ratios)
Earnings:
Income from continuing operations before income taxes	$	406,650	$	264,605	$	278,899	$	258,147	$	232,777
Fixed charges		51,437		51,243		46,130		36,747		29,823
Total earnings available for fixed charges	$	458,087	$	315,848	$	325,029	$	294,894	$	262,600
Fixed Charges:
Interest expense	$	34,664	$	35,265	$	31,316	$	22,928	$	16,668
Interest factor in rental expense (1)		16,773		15,978		14,814		13,819		13,155
Total fixed charges	$	51,437	$	51,243	$	46,130	$	36,747	$	29,823
Ratio of Earnings to Fixed Charges		8.9x		6.2x		7.0x		8.0x		8.8x

(1) Fixed charges consist of interest and our estimate of an appropriate portion of rental expenses representative of the interest factor. Our estimate of interest within rental expense is estimated to be one-third of rental expense.

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated February 28, 2011 and March 29, 2011 as to Note 21, relating to the financial statements and financial statement schedule of Verisk Analytics Inc. (the “Company”), and our report dated February 28, 2011 relating to the effectiveness of the Company’s internal control over financial reporting, appearing in the Current Report on Form 8-K dated March 29, 2011, and to the reference to us under the heading “Experts” in the Prospectus, which is part of this Registration Statement.

/s/ Deloitte & Touche LLP

Parsippany, New Jersey
March 29, 2011

EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

o CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b) (2)

WELLS FARGO BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

A National Banking Association
(Jurisdiction of incorporation or
organization if not a U.S. national
bank) 94-1347393
(I.R.S. Employer
Identification No.)

101 North Phillips Avenue
Sioux Falls, South Dakota
(Address of principal executive offices) 57104
(Zip code)

Wells Fargo & Company
Law Department, Trust Section
MAC N9305-175
Sixth Street and Marquette Avenue, 17^th Floor
Minneapolis, Minnesota 55479
(612) 667-4608
(Name, address and telephone number of agent for service)

VERISK ANALYTICS, INC.

(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 26-2994223
(I.R.S. Employer
Identification No.)

TABLE OF ADDITIONAL REGISTRANTS

	State or Other
	Jurisdiction of	I.R.S. Employer
	Incorporation or	Identification
Exact Name of Registrant as Specified in Its Charter	Organization	Number
Insurance Services Office, Inc.	Delaware		13-3131412
ISO Staff Services, Inc.	Delaware		06-1566106
Xactware Solutions, Inc.	Delaware		13-3189711
ISO Services, Inc.	Delaware		13-3973142
ISO Claims Services, Inc.	Delaware		13-4160667
AIR Worldwide Corporation	Delaware		33-1004254
Interthinx, Inc.	California		95-4671534
Verisk Health, Inc.	Massachusetts		04-3308685
D2Hawkeye, Inc.	Delaware		04-3542054

Verisk Analytics, Inc.
545 Washington Boulevard
Jersey City, New Jersey
(Address of principal executive offices) 07310-1686
(Zip code)

Senior Debt Securities
(Title of the indenture securities)

Item 1. General Information. Furnish the following information as to the trustee:

(a)	Name and address of each examining or supervising authority to which it is subject.
	Comptroller of the Currency Treasury Department Washington, D.C.
	Federal Deposit Insurance Corporation Washington, D.C.
	Federal Reserve Bank of San Francisco San Francisco, California 94120
(b)	Whether it is authorized to exercise corporate trust powers.
	The trustee is authorized to exercise corporate trust powers.

Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.

None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15. Foreign Trustee. Not applicable.

Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility.

Exhibit 1.	A copy of the Articles of Association of the trustee now in effect.*
Exhibit 2.	A copy of the Comptroller of the Currency Certificate of Corporate Existence and Fiduciary Powers for Wells Fargo Bank, National Association, dated February 4, 2004.**
Exhibit 3.	See Exhibit 2
Exhibit 4.	Copy of By-laws of the trustee as now in effect.***
Exhibit 5.	Not applicable.
Exhibit 6.	The consent of the trustee required by Section 321(b) of the Act.
Exhibit 7.	A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
Exhibit 8.	Not applicable.
Exhibit 9.	Not applicable.

*	Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated December 30, 2005 of file number 333-130784-06.
**	Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of file number 022-28721.
***	Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated May 26, 2005 of file number 333-125274.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York on the 22nd day of March, 2011.

WELLS FARGO BANK, NATIONAL ASSOCIATION
 

/s/ Raymond Delli Colli  

Raymond Delli Colli 

Vice President 

EXHIBIT 6

March 22, 2011

Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Very truly yours,

WELLS FARGO BANK, NATIONAL ASSOCIATION

 

/s/ Raymond Delli Colli  

Raymond Delli Colli
Vice President 

EXHIBIT 7

Consolidated Report of Condition of

Wells Fargo Bank National Association
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business December 31, 2010, filed in accordance with 12 U.S.C. §161 for National Banks.

		Dollar Amounts
		In Millions
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		$	17,518
Interest-bearing balances			57,228
Securities:
Held-to-maturity securities			0
Available-for-sale securities			150,439
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices			1,656
Securities purchased under agreements to resell			16,821
Loans and lease financing receivables:
Loans and leases held for sale			38,095
Loans and leases, net of unearned income	691,483
LESS: Allowance for loan and lease losses	19,637
Loans and leases, net of unearned income and allowance			671,846
Trading Assets			30,824
Premises and fixed assets (including capitalized leases)			8,129
Other real estate owned			5,713
Investments in unconsolidated subsidiaries and associated companies			659
Direct and indirect investments in real estate ventures			111
Intangible assets
Goodwill			20,931
Other intangible assets			26,452
Other assets			55,856
Total assets		$	1,102,278
LIABILITIES
Deposits:
In domestic offices		$	747,742
Noninterest-bearing	165,559
Interest-bearing	582,183
In foreign offices, Edge and Agreement subsidiaries, and IBFs			99,235
Noninterest-bearing	2,029
Interest-bearing	97,206
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices			2,930
Securities sold under agreements to repurchase			16,102

	Dollar Amounts
	In Millions
Trading liabilities		15,647
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)		40,254
Subordinated notes and debentures		19,252
Other liabilities		37,554
Total liabilities	$	978,716
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		519
Surplus (exclude all surplus related to preferred stock)		98,971
Retained earnings		17,489
Accumulated other comprehensive income		5,280
Other equity capital components		0
Total bank equity capital		122,259
Noncontrolling (minority) interests in consolidated subsidiaries		1,303
Total equity capital		123,562
Total liabilities, and equity capital	$	1,102,278

I, Howard I. Atkins, EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

Howard I. Atkins
EVP & CFO   

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

John Stumpf	Directors
Dave Hoyt
Michael Loughlin

EX-25.2

Exhibit 25.2

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

o CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)

WELLS FARGO BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

A National Banking Association	94-1347393
(Jurisdiction of incorporation or	(I.R.S. Employer
organization if not a U.S. national	Identification No.)
bank)
101 North Phillips Avenue
Sioux Falls, South Dakota	57104
(Address of principal executive offices)	(Zip code)

Wells Fargo & Company
Law Department, Trust Section
MAC N9305-175
Sixth Street and Marquette Avenue, 17^th Floor
Minneapolis, Minnesota 55479
(612) 667-4608
(Name, address and telephone number of agent for service)

VERISK ANALYTICS, INC.

(Exact name of obligor as specified in its charter)

Delaware	26-2994223
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

TABLE OF ADDITIONAL REGISTRANTS

	State or Other
	Jurisdiction of	I.R.S. Employer
	Incorporation or	Identification
Exact Name of Registrant as Specified in Its Charter	Organization	Number
Insurance Services Office, Inc.	Delaware	13-3131412
ISO Staff Services, Inc.	Delaware	06-1566106
Xactware Solutions, Inc.	Delaware	13-3189711
ISO Services, Inc.	Delaware	13-3973142
ISO Claims Services, Inc.	Delaware	13-4160667
AIR Worldwide Corporation	Delaware	33-1004254
Interthinx, Inc.	California	95-4671534
Verisk Health, Inc.	Massachusetts	04-3308685
D2Hawkeye, Inc.	Delaware	04-3542054

Verisk Analytics, Inc.
545 Washington Boulevard
Jersey City, New Jersey	07310-1686
(Address of principal executive offices)	(Zip code)

Subordinated Debt Securities
(Title of the indenture securities)

Item 1. General Information. Furnish the following information as to the trustee:

(a)	Name and address of each examining or supervising authority to which it is subject.
	Comptroller of the Currency Treasury Department Washington, D.C.
	Federal Deposit Insurance Corporation Washington, D.C.
	Federal Reserve Bank of San Francisco San Francisco, California 94120
(b)	Whether it is authorized to exercise corporate trust powers.
	The trustee is authorized to exercise corporate trust powers.

Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.

None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15. Foreign Trustee.	Not applicable.
Item 16. List of Exhibits.	List below all exhibits filed as a part of this Statement of Eligibility.

Exhibit 1.	A copy of the Articles of Association of the trustee now in effect.*
Exhibit 2.	A copy of the Comptroller of the Currency Certificate of Corporate Existence and Fiduciary Powers for Wells Fargo Bank, National Association, dated February 4, 2004.**
Exhibit 3.	See Exhibit 2
Exhibit 4.	Copy of By-laws of the trustee as now in effect.***
Exhibit 5.	Not applicable.
Exhibit 6.	The consent of the trustee required by Section 321(b) of the Act.
Exhibit 7.	A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
Exhibit 8.	Not applicable.
Exhibit 9.	Not applicable.

*	Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated December 30, 2005 of file number 333-130784-06.
**	Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of file number 022-28721.
***	Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated May 26, 2005 of file number 333-125274.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York on the 22nd day of March, 2011.

WELLS FARGO BANK, NATIONAL ASSOCIATION
 

/s/ Raymond Delli Colli  

Raymond Delli Colli 

Vice President 

EXHIBIT 6

March 22, 2011

Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Very truly yours,

WELLS FARGO BANK, NATIONAL ASSOCIATION

 

/s/ Raymond Delli Colli  

Raymond Delli Colli
Vice President 

EXHIBIT 7

Consolidated Report of Condition of

Wells Fargo Bank National Association
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business December 31, 2010, filed in accordance with 12 U.S.C. §161 for National Banks.

		Dollar Amounts
		In Millions
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		$	17,518
Interest-bearing balances			57,228
Securities:
Held-to-maturity securities			0
Available-for-sale securities			150,439
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices			1,656
Securities purchased under agreements to resell			16,821
Loans and lease financing receivables:
Loans and leases held for sale			38,095
Loans and leases, net of unearned income	691,483
LESS: Allowance for loan and lease losses	19,637
Loans and leases, net of unearned income and allowance			671,846
Trading Assets			30,824
Premises and fixed assets (including capitalized leases)			8,129
Other real estate owned			5,713
Investments in unconsolidated subsidiaries and associated companies			659
Direct and indirect investments in real estate ventures			111
Intangible assets
Goodwill			20,931
Other intangible assets			26,452
Other assets			55,856
Total assets		$	1,102,278
LIABILITIES
Deposits:
In domestic offices		$	747,742
Noninterest-bearing	165,559
Interest-bearing	582,183
In foreign offices, Edge and Agreement subsidiaries, and IBFs			99,235
Noninterest-bearing	2,029
Interest-bearing	97,206
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices			2,930
Securities sold under agreements to repurchase			16,102

	Dollar Amounts
	In Millions
Trading liabilities		15,647
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)		40,254
Subordinated notes and debentures		19,252
Other liabilities		37,554
Total liabilities	$	978,716
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		519
Surplus (exclude all surplus related to preferred stock)		98,971
Retained earnings		17,489
Accumulated other comprehensive income		5,280
Other equity capital components		0
Total bank equity capital		122,259
Noncontrolling (minority) interests in consolidated subsidiaries		1,303
Total equity capital		123,562
Total liabilities, and equity capital	$	1,102,278

I, Howard I. Atkins, EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

Howard I. Atkins
EVP & CFO     

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

John Stumpf	Directors
Dave Hoyt
Michael Loughlin