TWELFTH SUPPLEMENTAL INDENTURESupplemental Indenture • July 29th, 2014 • Nielsen CO B.V. • Services-business services, nec • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of May 23, 2014, between Nielsen Consumer Insights, Inc. (the “Guaranteeing Subsidiary”), 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”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 30th, 2010 • Nielsen CO B.V. • Services-business services, nec • New York
This Indemnification Agreement is dated as of (this “Agreement”) and is between The Nielsen Company B.V., a Dutch private company with limited liability (together with its successors, the “Company”), and (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENT REGISTERED EXCHANGE OFFER NIELSEN FINANCE LLC NIELSEN FINANCE CO.Registration Rights Agreement • November 12th, 2010 • Nielsen CO B.V. • Services-business services, nec • New York
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • February 21st, 2014 • Nielsen CO B.V. • Services-business services, nec • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of December 31, 2013, between Cardinal North LLC (the “Guaranteeing Subsidiary”), an affiliate of The Nielsen Company (Luxembourg) S.ar.l., a Luxembourg société à responsabilité limitée (the “Issuer”), and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”).
FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • February 21st, 2014 • Nielsen CO B.V. • Services-business services, nec • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of December 31, 2013, between Cardinal North LLC (the “Guaranteeing Subsidiary”), 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”).
MANAGEMENT STOCKHOLDER’S AGREEMENTManagement Stockholder’s Agreement • March 31st, 2008 • Nielsen CO B.V. • Services-management consulting services • New York
This Management Stockholder’s Agreement (this “Agreement”) is entered into as of , 200_ (the “Effective Date”) by and among Valcon Acquisition Holding B.V., a private company with limited liability incorporated under the laws of The Netherlands and having its registered office in Haarlem, The Netherlands (the “Company”), Valcon Acquisition Holding (Luxembourg) S.á r.l., a private limited company incorporated under the laws of Luxembourg (“Luxco”), and the undersigned person (the “Management Stockholder”) (the Company, Luxco and the Management Stockholder being hereinafter collectively referred to as the “Parties”). All capitalized terms not immediately defined are hereinafter defined in Section 5(b) hereof.
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • November 12th, 2009 • Nielsen CO B.V. • Services-management consulting services • New York
Third Supplemental Indenture (this “Third Supplemental Indenture”), dated as of August 19, 2009, among ACNielsen eRatings.com, a Delaware 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”).
SEVENTH SUPPLEMENTAL INDENTURENielsen CO B.V. • November 14th, 2008 • Services-management consulting services • New York
Seventh Supplemental Indenture (this “Seventh Supplemental Indenture”), dated as of July 15, 2008, among Nielsen IAG, Inc., a Delaware corporation (the “Guaranteeing Subsidiary”) and 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”).
FOURTH SUPPLEMENTAL INDENTURESupplemental Indenture • December 29th, 2014 • Nielsen CO B.V. • Services-business services, nec • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of December 23, 2014, between Nielsen N.V., a Dutch public company with limited liability (naamloze vennootschap) (the “Parent Guarantor”), 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”).
SEVERANCE AGREEMENT Itzhak FisherSeverance Agreement • March 27th, 2009 • Nielsen CO B.V. • Services-management consulting services • New York
SEVERANCE AGREEMENT (the “Agreement”) dated June 4, 2007 by and between The Nielsen Company B.V. and The Nielsen Company (US), Inc. (the “Company”) and Itzhak Fisher (the “Executive”).
EIGHTH SUPPLEMENTAL INDENTUREEighth Supplemental Indenture • November 14th, 2008 • Nielsen CO B.V. • Services-management consulting services • New York
Eighth Supplemental Indenture (this “Eighth Supplemental Indenture”), dated as of September 24, 2008, among ACNielsen eRatings.com, a Delaware corporation (the “Guaranteeing Subsidiary”) and 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”).
INDENTURE Dated as of April 11, 2014 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 5.000% SENIOR NOTES DUE 2022Indenture • April 11th, 2014 • Nielsen CO B.V. • Services-business services, nec • New York
INDENTURE, dated as of April 11, 2014, among Nielsen Finance LLC, a Delaware limited liability company (“Nielsen LLC”), Nielsen Finance Co., a Delaware corporation (“Nielsen Co.” and together with Nielsen LLC and not any of their subsidiaries, the “Issuers”), the Guarantors (as defined herein) listed on the signature pages hereto and Law Debenture Trust Company of New York, as Trustee.
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • November 14th, 2007 • Nielsen CO B.V. • Services-management consulting services • New York
Second Supplemental Indenture (this “Second Supplemental Indenture”), dated as of August 15, 2007, among NetRatings, Inc., a Delaware corporation (the “Guaranteeing Subsidiary”) and 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”).
SALE PARTICIPATION AGREEMENT June 4, 2007Sale Participation Agreement • March 27th, 2009 • Nielsen CO B.V. • Services-management consulting services • New York
You have entered into a Management Stockholder’s Agreement, dated as of the date hereof (the “Management Stockholder’s Agreement”), among Valcon Acquisition Holding B.V., a private company with limited liability incorporated under the laws of The Netherlands (the “Company”), the Executive (as defined in the Management Stockholder’s Agreement) and you relating to (i) the granting to you by the Company of Options (as defined in the Management Stockholder’s Agreement) to acquire ordinary shares of the Company (the “Common Stock”) and (ii) the subscription by you for the Purchased Stock (as defined in the Management Stockholder’s Agreement). By his signature to this Agreement, the Executive agrees to be bound hereby. The undersigned, Valcon Acquisition Holding (Luxembourg) S.á.r.l., a private limited company incorporated under the laws of Luxembourg (“Luxco”) and the majority stockholder of the Company, controlled by investment funds associated with AlpInvest Partners, The Blackstone Group
STOCK OPTION AGREEMENTStock Option Agreement • March 27th, 2009 • Nielsen CO B.V. • Services-management consulting services • New York
THIS AGREEMENT, dated as of June 4, 2007 (the “Grant Date”) is made by and between Valcon Acquisition Holding B.V., a private company with limited liability incorporated under the laws of The Netherlands, having its registered office in Haarlem, The Netherlands (hereinafter referred to as the “Company”), and Pereg Holdings LLC, hereinafter referred to as the “Optionee”. Any capitalized terms herein not otherwise defined in Article I shall have the meaning set forth in the 2006 Stock Acquisition and Option Plan for Key Employees of Valcon Acquisition Holding B.V. and its Subsidiaries, as amended from time to time (the “Plan”).
AMENDMENT NUMBER FOURMaster Services Agreement • May 10th, 2013 • Nielsen CO B.V. • Services-business services, nec
EMPLOYMENT AGREEMENT Second Amended and Restated Employment AgreementEmployment Agreement • October 28th, 2010 • Nielsen CO B.V. • Services-business services, nec • New York
The employment agreement (the “Original Agreement”) entered into on August 22, 2006, amended on September 8, 2006, effective as of September 14, 2006, and further amended and restated on December 15, 2008, is hereby amended and restated, as of the 27th day of October, 2010 (the “Effective Date”), as the Second Amended and Restated Employment Agreement (the “Agreement”), by and among David L. Calhoun (the “Executive”) and Nielsen Holdings (as such term is defined below), The Nielsen Company B.V., a Netherlands corporation (“The Nielsen Company”), and TNC (US) Holdings, Inc. (formerly VNU, Inc.), a Delaware corporation (the “U.S. Entity” and, together with The Nielsen Company B.V. and Nielsen Holdings, the “Company”).
FIFTH SUPPLEMENTAL INDENTURESupplemental Indenture • May 14th, 2008 • Nielsen CO B.V. • Services-management consulting services • New York
Fifth Supplemental Indenture (this “Fifth Supplemental Indenture”), dated as of April 9, 2008, among Audience Analytics, L.L.C., a Utah limited liability company, Cannon Holdings, L.L.C., a Utah limited liability company (together the “Guaranteeing Subsidiaries” and each a “Guaranteeing Subsidiary”), both affiliates 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”).
SEVENTH SUPPLEMENTAL INDENTURESeventh Supplemental Indenture • November 14th, 2008 • Nielsen CO B.V. • Services-management consulting services • New York
Seventh Supplemental Indenture (this “Seventh Supplemental Indenture”), dated as of July 15, 2008, among RewardTV, Inc., a Delaware corporation (the “Guaranteeing Subsidiary”) and 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”).
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • August 13th, 2009 • Nielsen CO B.V. • Services-management consulting services • New York
THIS AGREEMENT (the “Agreement”) is made, effective as of June 19, 2009 (the “Grant Date”), between Valcon Acquisition Holding B.V., a private company with limited liability incorporated under the laws of The Netherlands, having its registered office in Haarlem, The Netherlands (hereinafter referred to as the “Company”) and Mitchell Habib, an employee of the Company or a Subsidiary (the “Participant”).
SENIOR SECURED LOAN AGREEMENT Dated as of June 8, 2009 among NIELSEN FINANCE LLC as Borrower, THE GUARANTORS PARTY HERETO FROM TIME TO TIME GOLDMAN SACHS LENDING PARTNERS LLC, as Administrative Agent, and THE OTHER LENDERS PARTY HERETO FROM TIME TO...Senior Secured Loan Agreement • June 9th, 2009 • Nielsen CO B.V. • Services-management consulting services • New York
This SENIOR SECURED LOAN AGREEMENT (this “Agreement”) is entered into as of June 8, 2009, among Nielsen Finance LLC, a Delaware limited liability company (together with its successors and assigns, “Nielsen” or the “Borrower”), the Guarantors party hereto from time to time, Goldman Sachs Lending Partners LLC, as Administrative Agent and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
AMENDMENT NUMBER 2 TO THE AMENDED AND RESTATED MASTER SERVICES AGREEMENTMaster Services Agreement • November 14th, 2008 • Nielsen CO B.V. • Services-management consulting services
This AMENDMENT NUMBER 2 (the “Data Privacy Amendment”), effective as of October 31, 2007 (“Amendment Effective Date”) is made and entered into by and between TCS and Nielsen and modifies the AMENDED AND RESTATED MASTER SERVICES AGREEMENT, dated as of October 1, 2007, between TCS and Nielsen (the “Agreement”).
ELEVENTH SUPPLEMENTAL INDENTUREEleventh Supplemental Indenture • August 13th, 2009 • Nielsen CO B.V. • Services-management consulting services • New York
Eleventh Supplemental Indenture (this “Eleventh Supplemental Indenture”), dated as of May 21, 2009, among The Cambridge Group, Inc., an Illinois 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”).
TENTH SUPPLEMENTAL INDENTURETenth Supplemental Indenture • August 13th, 2009 • Nielsen CO B.V. • Services-management consulting services • New York
Tenth Supplemental Indenture (this “Tenth Supplemental Indenture”), dated as of May 21, 2009, among The Cambridge Group, Inc., an Illinois 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”).
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 9, 2006 Amended and Restated as of June 23, 2009 among NIELSEN FINANCE LLC, as a U.S. Borrower, TNC (US) HOLDINGS INC., as a U.S. Borrower, NIELSEN HOLDING AND FINANCE B.V., as Dutch Borrower,...Credit Agreement • June 26th, 2009 • Nielsen CO B.V. • Services-management consulting services • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of August 9, 2006 and amended and restated as of June 23, 2009, among Nielsen Finance LLC, a Delaware limited liability company (together with its successors and assigns, “Nielsen”), TNC (US) HOLDINGS INC. (formerly known as VNU, Inc.), a New York corporation (together with its successors and assigns, “TNC” and, together with Nielsen, the “U.S. Borrowers”), Nielsen Holding and Finance B.V. (formerly known as 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 “Lend
Amended and Restated Master Services Agreement by and between Tata America International Corporation & Tata Consultancy Services Limited and ACNielsen (US), Inc. Effective as of October 1, 2007Master Services Agreement • May 14th, 2008 • Nielsen CO B.V. • Services-management consulting services • New York
This AMENDED AND RESTATED MASTER SERVICES AGREEMENT (“Agreement”) effective as of October 1, 2007 (“Agreement Effective Date”) is made and entered into by and between:
AMENDMENT NUMBER 1 TO THE AMENDED AND RESTATED MASTER SERVICES AGREEMENTMaster Services Agreement • November 14th, 2008 • Nielsen CO B.V. • Services-management consulting services
This AMENDMENT NUMBER 1, effective as of March 31, 2008 (“Amendment Effective Date”), is made and entered into by and between Tata America International Corporation (“TCS America”), Tata Consultancy Services Limited (“TCSL,” and together with TCS America, ‘TCS”), and ACNielsen (US), Inc. (“Nielsen”) and modifies the AMENDED AND RESTATED MASTER SERVICES AGREEMENT, dated as of October 1, 2007, between TCS and Nielsen (the “Agreement”). Capitalized terms used in this Amendment shall bear the meaning given in the Agreement.
SUPPLEMENTAL INDENTURESupplemental Indenture • November 12th, 2010 • Nielsen CO B.V. • Services-business services, nec • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of November 9, 2010, among Nielsen Finance LLC, a Delaware limited liability company, and Nielsen Finance Co., a Delaware corporation (the “Issuers”), the Guarantors (as defined in the Indenture referred to below) and Law Debenture Trust Company of New York, as trustee (the “Trustee”).
AMENDMENT NO. 2Nielsen CO B.V. • November 14th, 2007 • Services-management consulting services • New York
AMENDMENT NO. 2 (this “Amendment”), dated as of August 9, 2007, to that certain Credit Agreement, dated as of August 9, 2006, as amended (the “Credit Agreement”; capitalized terms used herein and not defined shall have the meaning set forth in the Credit Agreement), among Nielsen Finance LLC, a Delaware limited liability company (together with its successors and assigns, “Nielsen”), THE NIELSEN COMPANY (US), INC. (f/k/a VNU, INC.), a New York corporation (together with its successors and assigns, “VNU, Inc. ” and, together with Nielsen, the “U.S. Borrowers”), Nielsen Holding and Finance B.V. (f/k/a 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 thereto from time to time, CITIBANK, N.A., as Administrative Agent, a Swing Line Lender and an L/C Issue
TENTH SUPPLEMENTAL INDENTURETenth Supplemental Indenture • February 21st, 2014 • Nielsen CO B.V. • Services-business services, nec • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of December 31, 2013, between Cardinal North LLC (the “Guaranteeing Subsidiary”), 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”).
AMENDMENT AGREEMENTAmendment Agreement • June 26th, 2009 • Nielsen CO B.V. • Services-management consulting services • New York
AMENDMENT AGREEMENT dated as of June 16, 2009 (this “Amendment”) relating to (i) that certain Credit Agreement (as amended by Amendment No. 1, dated as of January 22, 2007 and Amendment No. 2, dated as of August 9, 2007 and as otherwise amended from time to time prior to the Amendment Effective Date, the “Existing Credit Agreement” and, as amended hereby, the “Amended Credit Agreement”) dated as of August 9, 2006, among NIELSEN FINANCE LLC, a Delaware limited liability company (together with its successors and assigns, “Nielsen”), TNC (US) HOLDINGS INC., a New York corporation (together with its successors and assigns, “TNC Inc.” and, together with Nielsen, the “U.S. Borrowers”), NIELSEN 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 t
FIRST LIEN INTERCREDITOR AGREEMENT dated as of June 23, 2009 among CITIBANK, N.A., as Collateral Agent, CITIBANK, N.A., as Authorized Representative under the Credit Agreement, GOLDMAN SACHS LENDING PARTNERS LLC, as the Initial Additional Authorized...First Lien Intercreditor Agreement • June 26th, 2009 • Nielsen CO B.V. • Services-management consulting services • New York
FIRST LIEN INTERCREDITOR AGREEMENT (as amended or supplemented from time to time, this “Agreement”) dated as of June 23, 2009, among CITIBANK, N.A., as collateral agent for the First Lien Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the “Collateral Agent”), CITIBANK, N.A., as Authorized Representative for the Credit Agreement Secured Parties (in such capacity and together with its successors in such capacity, the “Administrative Agent”), GOLDMAN SACHS LENDING PARTNERS LLC, as Authorized Representative for the Initial Additional First Lien Secured Parties (in such capacity and together with its successors in such capacity, the “Initial Additional Authorized Representative”) and each additional Authorized Representative from time to time party hereto for the Additional First Lien Secured Parties of the Series with respect to which it is acting in such capacity.
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 9, 2006 Amended and Restated as of June 23, 2009 Further Amended and Restated as of February 2, 2012 Further Amended and Restated as of February 28, 2013 Further Amended and Restated as...Fourth Amended and Restated Credit Agreement • April 24th, 2014 • Nielsen CO B.V. • Services-business services, nec • New York
This FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of April 22, 2014 among NIELSEN FINANCE LLC, a Delaware limited liability company (together with its successors and assigns, “Nielsen”), TNC (US) HOLDINGS INC. (formerly known as VNU, Inc.), a New York corporation (together with its successors and assigns, “TNC” and, together with Nielsen, the “U.S. Borrowers”), NIELSEN HOLDING AND FINANCE B.V. (formerly known as 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, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and amends and restates the Original Credit
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. AMENDED...Shareholders Agreement • November 12th, 2009 • Nielsen CO B.V. • Services-management consulting services • 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”.
SUPPLEMENTAL INDENTURESupplemental Indenture • July 8th, 2014 • Nielsen CO B.V. • Services-business services, nec • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of July 8, 2014, among Nielsen Finance LLC, a Delaware limited liability company, and Nielsen Finance Co., a Delaware corporation (the “Issuers”), the Guarantors (as defined in the Indenture referred to below) and Law Debenture Trust Company of New York, as trustee (the “Trustee”).
