AMENDMENT NO. 1 TO CREDIT AGREEMENT
Exhibit 4.1
AMENDMENT NO. 1 TO CREDIT AGREEMENT
AMENDMENT NO. 1 dated as of May 14, 2015 (this “Amendment”) to the Amended and Restated Five-Year Credit Agreement dated as of July 23, 2014 (the “Credit Agreement”) among The Dun & Bradstreet Corporation (the “Company”), the Borrowing Subsidiaries referred to therein, the Lenders party thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), The Bank of Tokyo-Mitsubishi UFJ, Ltd. And RBS Citizens, N.A., as Co-Syndication Agents, and Bank of America, N.A., Barclays Bank PLC and HSBC Bank USA, N.A., as Co-Documentation Agents.
The parties hereto agree as follows:
Section 1. Defined Terms; References. Unless otherwise specifically defined herein, each term used herein that is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Credit Agreement shall, after this Amendment becomes effective, include this Amendment and refer to the Credit Agreement as amended hereby.
Section 2. Amendments to the Credit Agreement. Section 6.06 of the Credit Agreement is amended and restated in its entirety to read in full as follows:
Section 6.06. Total Debt to EBITDA Ratio. The Total Debt to EBITDA Ratio will not exceed at the end of any fiscal quarter of the Company, for any such fiscal quarter that ends (i) before December 31, 2016, 4.5 to 1.0 and (ii) on or after December 31, 2016, 4.0 to 1.0.
Section 3. Representations of the Company. The Company represents and warrants that (i) the representations and warranties of the Company set forth in Section 3.01, 3.02 and 3.03 (with each reference in such Sections to “Transaction” to include the transactions contemplated hereby, and to “this Agreement” to be deemed a reference to this Agreement and the Credit Agreement as amended hereby) of the Credit Agreement shall be true in all material respects on and as of the Amendment Effective Date, except to the extent they expressly relate to an earlier date in which case they shall be true in all material respects as of such earlier date and (ii) no Default or Event of Default shall have occurred and be continuing on the Amendment Effective Date.
Section 4. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.
Section 5. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery of an executed signature page hereto by facsimile or electronic transmission (e.g., “pdf” or “tif”) shall be as effective as delivery of a manually executed counterpart hereof.
Section 6. Conditions to Effectiveness. This Amendment shall become effective upon receipt by the Administrative Agent of counterparts of this Amendment signed by each of the Borrower and Lenders comprising the Required Lenders (such date, the “Amendment Effective Date”).
Section 7. Ratification. Except to the extent hereby amended, the Credit Agreement remains in full force and effect and is hereby ratified and affirmed.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.
| THE DUN & BRADSTREET CORPORATION | ||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |
| Name: Xxxxxxx X. Xxxxxxx | ||
| Title: Chief Financial Officer | ||
| By: | /s/ Xxxxxxxx X. Xxxxxxxxxx | |
| Name: Xxxxxxxx X. Xxxxxxxxxx | ||
| Title: Treasurer and Investor Relations Officer | ||
[Signature Page to Amendment No. 1]
| JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a Lender | ||
| By: |
/s/ Xxxxxx X. Xxxxxx | |
| Name: Xxxxxx X. Xxxxxx | ||
| Title: Senior Vice President | ||
[Signature Page to Amendment No. 1]
| HSBC BANK USA, N.A | ||
| By: | /s/ Xxxxxxxx X. Xxxxx | |
| Name: Xxxxxxxx X. Xxxxx | ||
| Title: SVP | ||
[Signature Page to Amendment No. 1]
| CITIZENS BANK, N.A. | ||
| By: | /s/ Xxxxxxx X. Xxxxxxxxxx | |
| Name: Xxxxxxx X. Xxxxxxxxxx | ||
| Title: Senior Vice President | ||
[Signature Page to Amendment No. 1]
| THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: Xxxxx Xxxxx | ||
| Title: Managing Director | ||
| [for Lenders requiring two signature blocks] | ||
| By: |
| |
| Name: | ||
| Title: | ||
[Signature Page to Amendment No. 1]
| Bank of America, N.A. | ||
| By: | /s/ Xxxxxx Xxxxxxxx Xxxxxxx | |
| Name: Xxxxxx Xxxxxxxx Sandler | ||
| Title: SVP | ||
| [for Lenders requiring two signature blocks] | ||
| By: |
| |
| Name: | ||
| Title: | ||
[Signature Page to Amendment No. 1]
| Barclays Bank Plc. | ||
| By: | /s/ Xxxx Xxxxxx | |
| Name: Xxxx Xxxxxx | ||
| Title: Director Executed in New York | ||
[Signature Page to Amendment No. 1]
| The Northern Trust Company | ||
| By: | /s/ Xxxxxx Xxxxx | |
| Name: Xxxxxx Xxxxx | ||
| Title: Senior Vice President | ||
[Signature Page to Amendment No. 1]
| Citibank, N.A. | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: Xxxxx Xxxxx | ||
| Title: Vice President | ||
[Signature Page to Amendment No. 1]
| The Bank of New York Mellon, as a Lender | ||
| By: | /s/ Xxxxx X. Xxxx | |
| Name: Xxxxx X. Xxxx | ||
| Title: Managing Director | ||
[Signature Page to Amendment No. 1]
| TD Bank, N.A. | ||
| By: | /s/ Xxxxxx Xxxx | |
| Name: Xxxxxx Xxxx | ||
| Title: Senior Vice President | ||
[Signature Page to Amendment No. 1]
| Bank of Montreal | ||
| By: | /s/ Xxxx Xxxxx | |
| Name: Xxxx Xxxxx | ||
| Title: Vice President | ||
| [for Lenders requiring two signature blocks] | ||
| By: |
| |
| Name: | ||
| Title: | ||
[Signature Page to Amendment No. 1]
| Xxxxx Fargo Bank, N.A. | ||
| By: | /s/ Xxxx Xxx | |
| Xxxx Xxx | ||
| Director | ||
[Signature Page to Amendment No. 1]
| AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED, as a Lender | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: Director | ||
[Signature Page to Amendment No. 1]
| The Governor and Company of the Bank of Ireland | ||
| By: | /s/ Xxxx Xxxxxx | |
| Name: Xxxx Xxxxxx | ||
| Title: Authorised Signatory | ||
| By: | /s/ Xxxxx Xxxxxxx | |
| Name: Xxxxx Xxxxxxx | ||
| Title: Authorised Signatory | ||
[Signature Page to Amendment No. 1]
| The Chiba Bank, Ltd., New York Branch, as a Lender | ||
| By: | /s/ Xxxxxxxx Xxxxx | |
| Name: Xxxxxxxx Xxxxx | ||
| Title: General Manager | ||
| [for Lenders requiring two signature blocks] | ||
| By: |
| |
| Name: | ||
| Title: | ||
[Signature Page to Amendment No. 1]
