REGISTRATION RIGHTS AGREEMENT REGISTERED EXCHANGE OFFER NIELSEN FINANCE LLC NIELSEN FINANCE CO.Registration Rights Agreement • May 2nd, 2007 • Global Media USA, LLC • New York
OPERATING AGREEMENT OF DELAWARE LIMITED LIABILITY COMPANYOperating Agreement • May 2nd, 2007 • Global Media USA, LLC • Delaware
This Operating Agreement (the “Agreement”) effective as of this 10th day of December by 2004, by, between and among the Members confirms our understanding as to the matters contained herein.
INDENTURE Dated as of August 9, 2006 Among NIELSEN FINANCE LLC, NIELSEN FINANCE CO., THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and LAW DEBENTURE TRUST COMPANY OF NEW YORK, as Trustee U.S. DOLLAR-DENOMINATED 10% SENIOR NOTES DUE 2014 and...Indenture • May 2nd, 2007 • Global Media USA, LLC • New York
INDENTURE, dated as of August 9, 2006, among Nielsen Finance LLC, a Delaware limited liability company (“Nielsen LLC”), Nielsen Finance Co., a Delaware corporation (“Nielsen Co.”), the Guarantors (as defined herein) listed on the signature pages hereto and Law Debenture Trust Company of New York, as Trustee.
OPERATING AGREEMENT OF BDS (Canada), LLCOperating Agreement • May 2nd, 2007 • Global Media USA, LLC
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • May 2nd, 2007 • Global Media USA, LLC • New York
First Supplemental Indenture (this “First Supplemental Indenture”), dated as of October 16, 2006, among Radio and Records, Inc., a California corporation (the “Guaranteeing Subsidiary”) and an affiliate of Nielsen Finance LLC, a Delaware limited liability company, and Nielsen Finance Co., a Delaware corporation (the “Issuers”), and Law Debenture Trust Company of New York, as trustee (the “Trustee”).
REGISTRATION RIGHTS AGREEMENT REGISTERED EXCHANGE OFFER VNU GROUP B.V.Registration Rights Agreement • May 2nd, 2007 • Global Media USA, LLC • New York
SECURITY AGREEMENT dated as of August 9, 2006 among NIELSEN FINANCE LLC, THE OTHER GRANTORS IDENTIFIED HEREIN and CITIBANK, N.A., as Collateral AgentSecurity Agreement • May 2nd, 2007 • Global Media USA, LLC • New York
SECURITY AGREEMENT dated as of August 9, 2006 among NIELSEN FINANCE LLC (the “U.S. Borrower”), the other Grantors identified herein and who become a party hereto from time to time and CITIBANK, N.A., as Collateral Agent for the Secured Parties (as defined below).
CREDIT AGREEMENT Dated as of August 9, 2006 among NIELSEN FINANCE LLC, as a U.S. Borrower, VNU, INC., as a U.S. Borrower, VNU HOLDING AND FINANCE B.V., as Dutch Borrower, THE GUARANTORS PARTY HERETO FROM TIME TO TIME CITIBANK, N.A., as Administrative...Credit Agreement • May 2nd, 2007 • Global Media USA, LLC • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of August 9, 2006, among Nielsen Finance LLC, a Delaware limited liability company (together with its successors and assigns, “Nielsen”), VNU, INC., a New York corporation (together with its successors and assigns, “VNU, Inc.” and, together with Nielsen, the “U.S. Borrowers”), VNU Holding and Finance B.V., a private company organized under the laws of The Netherlands, having its corporate seat in Haarlem, The Netherlands (together with its successors and assigns, the “Dutch Borrower” and, together with the U.S. Borrowers, the “Borrowers”), the Guarantors party hereto from time to time, CITIBANK, N.A., as Administrative Agent, a Swing Line Lender and an L/C Issuer, ABN AMRO Bank N.V., as a Swing Line Lender, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), DEUTSCHE BANK SECURITIES INC., as Syndication Agent, and JPMORGAN CHASE BANK, N.A., ABN AMRO BANK N.V. and ING BANK N.V.
INTELLECTUAL PROPERTY SECURITY AGREEMENT dated as of August 9, 2006 among NIELSEN FINANCE LLC, THE OTHER GRANTORS IDENTIFIED HEREIN and CITIBANK, N.A., as Collateral AgentIntellectual Property Security Agreement • May 2nd, 2007 • Global Media USA, LLC • New York
INTELLECTUAL PROPERTY SECURITY AGREEMENT dated as of August 9, 2006 among NIELSEN FINANCE LLC (the “U.S. Borrower”), the other Grantors identified herein and who become a party hereto from time to time and CITIBANK, N.A., as Collateral Agent.
Employment AgreementEmployment Agreement • May 2nd, 2007 • Global Media USA, LLC • New York
David L. Calhoun (the “Executive”) agrees for the Executive, the Executive’s spouse and child or children (if any), the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors and assigns, hereby forever to release, discharge, and covenant not to sue VNU Group B.V., a private company with limited liability incorporated under the laws of the Netherlands (Besloten Vennootschap met Beperkte Aansprakelijkheid) (the “Company”), the Company’s past, present, or future parent, affiliated, related, and/or subsidiary entities, and all of their past and present directors, shareholders, officers, general or limited partners, employees, agents, and attorneys, and agents and representatives of such entities, in such capacities, and employee benefit plans in which the Executive is or has been a participant by virtue of his employment with the Company, and the successors of the Company or any of the foregoing entities, from any and all cla
ADVISORY AGREEMENTAdvisory Agreement • May 2nd, 2007 • Global Media USA, LLC • New York
This Advisory Agreement (this “Agreement”), dated as of July 31, 2006, and effective as of May 22, 2006 (the “Effective Date”), is made by and among VNU Inc., a Delaware corporation (the “Company”), and Valcon Acquisition B.V., a private limited company (besloten vennootschap) incorporated under the laws of the Netherlands (“Valcon”). Certain defined terms are defined in Section 19.
VALCON ACQUISITION B.V. AND VNU N.V.Merger Protocol • May 2nd, 2007 • Global Media USA, LLC
LIMITED LIABILITY PARTNERSHIPInvestment Agreement • May 2nd, 2007 • Global Media USA, LLC • New York
Each of the AlpInvest Funds, the Blackstone Funds, the Carlyle Funds, the Hellman & Friedman Funds, the KKR Funds and the Thomas H. Lee Partners Funds, and their respective permitted successors and assigns, are collectively referred to herein as the “Sponsors”. The Sponsors and Centerview (and any Permitted Transferee and any Permitted Assignee, as defined in this Agreement) are collectively referred to herein as the “Investors”. The Investors and Luxco, together with any person in the future acceding to this Agreement as set forth below, are collectively referred to herein as the “Parties”.
ALPINVEST PARTNERS THE BLACKSTONE GROUP THE CARLYLE GROUP HELLMAN & FRIEDMAN KOHLBERG KRAVIS ROBERTS & CO. THOMAS H. LEE PARTNERS VALCON ACQUISITION HOLDING (LUXEMBOURG) S.A.R.L. VALCON ACQUISITION HOLDING B.V. VALCON ACQUISITION B.V.Shareholder Agreement • May 2nd, 2007 • Global Media USA, LLC • New York
Each of the AlpInvest Funds, the Blackstone Funds, the Carlyle Funds, the Hellman & Friedman Funds, the KKR Funds and the Thomas H. Lee Partners Funds, and their respective permitted successors and assigns, are collectively referred to herein as the “Investors” and each of them is referred to as an “Investor”. The Investors, Luxco, Dutch Holdco and Bidco, together with any person in the future acceding to this Agreement as envisaged below, are collectively referred to herein as the “Parties”.
FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of NMR LICENSING ASSOCIATES, L.P., A Delaware limited partnership By and Among NMR INVESTING I, INC., and NIELSEN MEDIA RESEARCH, INC. Dated as of January 1, 2004Limited Partnership Agreement • May 2nd, 2007 • Global Media USA, LLC • Delaware
This FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP is entered into and shall be effective as of the 1st day of January, 2004, by and between NMR INVESTING I, INC., a Delaware corporation (“Investing I”), as the General Partner, and NIELSEN MEDIA RESEARCH, INC., a Delaware corporation (“Media”), as the Limited Partner.
LIMITED LIABILITY COMPANY AGREEMENT OF NIELSEN FINANCE LLCLimited Liability Company Agreement • May 2nd, 2007 • Global Media USA, LLC • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of NIELSEN FINANCE LLC, f/k/a VALCON FINANCE LLC, a Delaware limited liability company (the “Company”), is effective as of May 24. 2006.
OPERATING AGREEMENT OF Broadcast Data Systems, LLCOperating Agreement • May 2nd, 2007 • Global Media USA, LLC
Valcon Acquisition Holding (Luxembourg) S.à r.l. 52 rue de Rollingergrund L-2440 Luxembourg Grand Duchy of Luxembourg VNU, Inc. 770 Broadway New York, New York 10003-9595 United StatesEmployment Agreement • May 2nd, 2007 • Global Media USA, LLC
Reference is made to that certain employment agreement (the “Employment Agreement”), dated as of August 22, 2006, by and between you, Valcon Acquisition Holding (Luxembourg) S.à r.l., a private limited company incorporated under the laws of Luxembourg, and VNU, Inc., a Delaware corporation. Capitalized terms used but not otherwise defined in this notice shall have the meanings ascribed to them in the Employment Agreement.
