SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • August 13th, 2009 • Nielsen CO B.V. • Services-management consulting services • New York
Second Supplemental Indenture (this “Second 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”).
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”).
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”).
FORM OF CENTERVIEW STOCK OPTION AGREEMENTCenterview Stock Option Agreement • August 13th, 2009 • Nielsen CO B.V. • Services-management consulting services • New York
THIS AGREEMENT, dated as of (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 the company set forth on the signature page hereof that is an affiliate of Centerview Partners L.L.C., (the “Optionee”). The Option granted hereunder shall be treated and shall have the same economic characteristics as if granted under the Plan (as hereinafter defined) and any capitalized terms herein not otherwise defined in Article I shall have the meaning set forth in the Plan.
