FIRST AMENDMENT (the "Amendment") dated as of July 1, 1997 to the Credit
Agreement dated as of December 19, 1996 (the "Credit Agreement"), among
ACNIELSEN CORPORATION (the "Company"), the financial institutions party thereto
(the "Lenders"), THE CHASE MANHATTAN BANK, as administrative agent for the
Lenders (in such capacity, the "Administrative Agent"), and THE NORTHERN TRUST
COMPANY, as Co-Agent.
The Company has requested that the Credit Agreement be amended in order
to permit it, within the terms set forth herein, to, among other things, effect
transfers of certain equity interests among the Company and its Subsidiaries
for tax and other business purposes. The Lenders and the Administrative Agent
have agreed to such amendments upon the terms and subject to the conditions set
forth herein. Accordingly, the parties hereto agree as follows:
SECTION 1. Defined Terms. Capitalized terms used and not
otherwise defined herein shall have the meanings assigned to them in the
Credit Agreement.
SECTION 2. Amendments to the Credit Agreement.
(a) Section 6.04 (a) (v) of the Credit Agreement is hereby amended to read
in its entirety as follows:
"(A) any initial equity Investment in any Subsidiary
created after the date hereof or in any Subsidiary that
was dormant on the date hereof; (B) any Investment
described in the Letter from the Company to the Lenders
dated June 15, 1997 under the heading "Tax Planning
Initiatives" or any other Investment by a Subsidiary for
tax planning purposes, and which does not involve the
downstream flow of assets from the Company to
Subsidiaries, (1) resulting from the transfer to
such Subsidiary of the capital stock or Indebtedness of
any other Subsidiary, (2) resulting from the cancellation
or forgiveness of any Indebtedness of a Subsidiary,
(3) resulting from the issuance of additional shares of
capital stock of a Subsidiary or (4) to fund loans by any
other Subsidiary to the Company or any other Subsidiary;
and (C) other equity Investments in Subsidiaries in an
aggregate amount not in excess of $25,000,000;"
(b) Section 6.05 (a) of the Credit Agreement is hereby amended
to read in it entirety as follows:
"the Company may make Restricted Payments payable solely
in additional shares of its common stock,"
(c) Section 5.01 is hereby amended to omit clause (iv) of
paragraph (c) and to add a new paragraph (h), as follows:
"(h) concurrently with delivery of financial statements
under clause (a) above and, at the request of the
Administrative Agent, concurrently with delivery of
financial statements under clause (b)above, a certificate
of a Financial Officer of the Company identifying all
Subsidiaries and ownership interests therein and
indicating all changes in the ownership of subsidiaries
since the date of the last certificate provided under
this paragraph (h)."
(d) Clause (v) of the definition of "Fixed Charge Coverage
Ratio" in Section 1.01 of the Credit Agreement is hereby amended by replacing
the reference to "$10,000,000" with "$20,000,000".
SECTION 3. Representations and Warranties. The Company hereby
represents and warrants to each Lender and the Administrative Agent that this
Amendment has been duly authorized, executed and delivered by it and constitutes
its legal, valid and binding obligation enforceable against it in accordance
with its terms, except as enforcement thereof may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium and other similar laws
affecting the enforceability of creditors' rights generally and by general
principles of equity.
SECTION 4. Effectiveness. This Amendment shall become effective when
the Administrative Agent shall have received counterparts of this Amendment
which, when taken together, bear the signatures of the Company, the
Administrative Agent, and the Required Lenders.
SECTION 5. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 6. Expenses. The Company shall pay all reasonable
out-of-pocket expenses incurred by the Administrative Agent in connection with
the preparation, negotiation, execution, delivery and enforcement of this
Amendment, including, but not limited to, the reasonable fees, charges and
disbursements of Cravath, Swaine & ▇▇▇▇▇, counsel for the Administrative Agent.
SECTION 7. Counterparts. This Amendment may be executed in any
number of counterparts (including by facsimile transmission), each of which
shall constitute an original but all of which when taken together shall
constitute but one agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed by their duly authorized officers, all as of the date first above
written.
ACNIELSEN CORPORATION,
by: ▇.▇. ▇▇▇▇▇▇▇
Name: ▇.▇. ▇▇▇▇▇▇▇
Title: Vice President and Treasurer
THE CHASE MANHATTAN BANK,
individually and as
Administrative Agent,
by: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
THE NORTHERN TRUST COMPANY,
by: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
ABN AMRO BANK N.V., NEW YORK BRANCH,
by: ▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
by: ▇. ▇▇▇▇▇ BORAC
Name: ▇. ▇▇▇▇▇ Borac
Title: Assistant Vice President
THE BANK OF NEW YORK,
by: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Title: Vice President
CORESTATES BANK, N.A.,
by: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
CREDITO ITALIANO,
by: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: First Vice President
and Deputy Manager
by: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
THE FIRST NATIONAL BANK OF BOSTON,
by: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
MIDLAND BANK PLC, NEW YORK BRANCH,
by: J.P. BOLLINGTON
Name: J.P. Bollington
Title: Vice President
PNC BANK, NATIONAL ASSOCIATION,
by: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Vice President
THE SANWA BANK LIMITED,
by: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
SOCIETE GENERALE, NEW YORK BRANCH,
by: ▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Assistant Vice President
TORONTO DOMINION (NEW YORK), INC.,
by: ▇▇▇▇▇ ▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
