0001193125-09-231754 Sample Contracts

SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture • November 12th, 2009 • Nielsen CO B.V. • Services-management consulting services • New York

Second Supplemental Indenture (this “Second 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”).

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THIRD SUPPLEMENTAL INDENTURE
Third 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”).

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...
Shareholder 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”.

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