Global Media USA, LLC Sample Contracts

Global Media USA, LLC – INDENTURE Dated as of August 9, 2006 Between VNU GROUP B.V. and LAW DEBENTURE TRUST COMPANY OF NEW YORK, as Trustee (May 2nd, 2007)

INDENTURE, dated as of August 9, 2006, between VNU Group B.V. a company incorporated in the Netherlands with a corporate seat in Haarlem (the “Issuer”) and Law Debenture Trust Company of New York, as Trustee.

Global Media USA, LLC – REGISTRATION RIGHTS AGREEMENT REGISTERED EXCHANGE OFFER VNU GROUP B.V. (May 2nd, 2007)
Global Media USA, LLC – 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 (May 2nd, 2007)

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.

Global Media USA, LLC – 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. (May 2nd, 2007)
Global Media USA, LLC – 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 Agent, Swing Line Lender and L/C Issuer, ABN AMRO BANK N.V., as Swing Line Lender THE OTHER LENDERS PARTY HERETO FROM TIME TO TIME, DEUTSCHE BANK SECURITIES INC., as Syndication Agent, and JPMORGAN CHASE BANK, N.A., ABN AMRO BANK N.V. and ING BANK N.V., as Co-Documentation Agents (May 2nd, 2007)

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.

Global Media USA, LLC – FIRST SUPPLEMENTAL INDENTURE (May 2nd, 2007)

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”).

Global Media USA, LLC – ADVISORY AGREEMENT (May 2nd, 2007)

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.

Global Media USA, LLC – 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 Agent (May 2nd, 2007)

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.

Global Media USA, LLC – REGISTRATION RIGHTS AGREEMENT REGISTERED EXCHANGE OFFER NIELSEN FINANCE LLC NIELSEN FINANCE CO. (May 2nd, 2007)
Global Media USA, LLC – ADVISORY AGREEMENT (May 2nd, 2007)

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 ACN Holdings 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.

Global Media USA, LLC – FIRST SUPPLEMENTAL INDENTURE (May 2nd, 2007)

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”).

Global Media USA, LLC – SECURITY AGREEMENT dated as of August 9, 2006 among NIELSEN FINANCE LLC, THE OTHER GRANTORS IDENTIFIED HEREIN and CITIBANK, N.A., as Collateral Agent (May 2nd, 2007)

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).

Global Media USA, LLC – REGISTRATION RIGHTS AGREEMENT REGISTERED EXCHANGE OFFER NIELSEN FINANCE LLC NIELSEN FINANCE CO. (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 States (May 2nd, 2007)

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.

Global Media USA, LLC – 2006 STOCK ACQUISITION AND OPTION PLAN FOR KEY EMPLOYEES OF VALCON ACQUISITION HOLDING B.V. AND ITS SUBSIDIARIES (As Amended and Restated) (May 2nd, 2007)
Global Media USA, LLC – INVESTMENT AGREEMENT REGARDING VALCON ACQUISITION HOLDING (LUXEMBOURG) S.A.R.L. (INDIRECT PARENT OF VNU GROUP B.V.) (May 2nd, 2007)
Global Media USA, LLC – 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 EURO-DENOMINATED 9% SENIOR NOTES DUE 2014 (May 2nd, 2007)

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.

Global Media USA, LLC – Employment Agreement (May 2nd, 2007)

This Employment Agreement (the “Agreement”), entered into as of August 22, 2006, with employment effective as of September 8, 2006 (the “Effective Date”), is made by and among David L. Calhoun (the “Executive”) and Valcon Acquisition Holding (Luxembourg) S.à r.l., a private limited company incorporated under the laws of Luxembourg (“Lux Holdco”) and Lux Holdco’s indirect subsidiary, VNU, Inc., a Delaware corporation (the “U.S. Entity” and, together with Lux Holdco, the “Company”).