0001193125-07-245695 Sample Contracts

THIRD SUPPLEMENTAL INDENTURE
Third Supplemental Indenture • November 14th, 2007 • Nielsen CO B.V. • Services-management consulting services • New York

Third Supplemental Indenture (this “Third Supplemental Indenture”), dated as of August 15, 2007, among Telephia, Inc., a Delaware corporation (the “Guaranteeing Subsidiary”) and 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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SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture • November 14th, 2007 • Nielsen CO B.V. • Services-management consulting services • New York

Second Supplemental Indenture (this “Second Supplemental Indenture”), dated as of August 15, 2007, among NetRatings, Inc., a Delaware corporation (the “Guaranteeing Subsidiary”) and 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”).

AMENDMENT NO. 2
Nielsen CO B.V. • November 14th, 2007 • Services-management consulting services • New York

AMENDMENT NO. 2 (this “Amendment”), dated as of August 9, 2007, to that certain Credit Agreement, dated as of August 9, 2006, as amended (the “Credit Agreement”; capitalized terms used herein and not defined shall have the meaning set forth in the Credit Agreement), among Nielsen Finance LLC, a Delaware limited liability company (together with its successors and assigns, “Nielsen”), THE NIELSEN COMPANY (US), INC. (f/k/a VNU, INC.), a New York corporation (together with its successors and assigns, “VNU, Inc. ” and, together with Nielsen, the “U.S. Borrowers”), Nielsen Holding and Finance B.V. (f/k/a 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 thereto from time to time, CITIBANK, N.A., as Administrative Agent, a Swing Line Lender and an L/C Issue

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