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...Credit Agreement • August 2nd, 2010 • Nielsen Holdings B.V. • Services-business services, nec • New York
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.
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 9, 2006 Amended and Restated as of June 23, 2009 among NIELSEN FINANCE LLC, as a U.S. Borrower, TNC (US) HOLDINGS INC., as a U.S. Borrower, NIELSEN HOLDING AND FINANCE B.V., as Dutch Borrower,...Credit Agreement • August 2nd, 2010 • Nielsen Holdings B.V. • Services-business services, nec • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of August 9, 2006 and amended and restated as of June 23, 2009, among Nielsen Finance LLC, a Delaware limited liability company (together with its successors and assigns, “Nielsen”), TNC (US) HOLDINGS INC. (formerly known as VNU, Inc.), a New York corporation (together with its successors and assigns, “TNC” and, together with Nielsen, the “U.S. Borrowers”), Nielsen Holding and Finance B.V. (formerly known as 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 “Lend
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • August 2nd, 2010 • Nielsen Holdings B.V. • Services-business services, nec • New York
THIS GRANT is hereby made effective as of the Grant Date set forth on the schedule attached hereto as Schedule A (“Schedule A”, such date, the “Grant Date”) between Nielsen Holdings N.V., a company incorporated under the laws of The Netherlands, having its registered office in Diemen, The Netherlands (hereinafter referred to as the “Company”) and the individual whose name is set forth on Schedule A hereof, who is in the Employment of the Company or a Subsidiary (the “Participant”). Any capitalized terms herein not otherwise defined in this Agreement shall have the meaning set forth in the Nielsen Holdings 2010 Stock Incentive Plan (the “Plan”).
SENIOR SECURED LOAN AGREEMENT Dated as of June 8, 2009 among NIELSEN FINANCE LLC as Borrower, THE GUARANTORS PARTY HERETO FROM TIME TO TIME GOLDMAN SACHS LENDING PARTNERS LLC, as Administrative Agent, and THE OTHER LENDERS PARTY HERETO FROM TIME TO...Senior Secured Loan Agreement • August 2nd, 2010 • Nielsen Holdings B.V. • Services-business services, nec • New York
This SENIOR SECURED LOAN AGREEMENT (this “Agreement”) is entered into as of June 8, 2009, among Nielsen Finance LLC, a Delaware limited liability company (together with its successors and assigns, “Nielsen” or the “Borrower”), the Guarantors party hereto from time to time, Goldman Sachs Lending Partners LLC, as Administrative Agent and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
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 AgentIntellectual Property Security Agreement • August 2nd, 2010 • Nielsen Holdings B.V. • Services-business services, nec • New York
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.
STOCK OPTION AGREEMENTStock Option Agreement • August 2nd, 2010 • Nielsen Holdings B.V. • Services-business services, nec • New York
THIS GRANT is hereby made effective as of the Grant Date set forth on the schedule attached hereto as Schedule A (“Schedule A”, such date, the “Grant Date”) by and between Nielsen Holdings N.V., a company incorporated under the laws of The Netherlands, having its registered office in Diemen, The Netherlands (hereinafter referred to as the “Company”), and the individual whose name is set forth on Schedule A hereof, who is in the Employment of the Company or a Subsidiary (hereinafter referred to as the “Optionee”). Any capitalized terms herein not otherwise defined in this Agreement shall have the meaning set forth in the Nielsen Holdings 2010 Stock Incentive Plan (the “Plan”).
AMENDED AND RESTATED SECURITY AGREEMENT dated as of August 9, 2006 amended and restated as of June 23, 2009 among NIELSEN FINANCE LLC, THE OTHER GRANTORS IDENTIFIED HEREIN and CITIBANK, N.A., as Collateral AgentSecurity Agreement • August 2nd, 2010 • Nielsen Holdings B.V. • Services-business services, nec • New York
AMENDED AND RESTATED SECURITY AGREEMENT dated as of August 9, 2006 and amended and restated as of June 23, 2009 among NIELSEN FINANCE LLC, the other Grantors identified herein and who become a party hereto from time to time and CITIBANK, N.A., as Collateral Agent for the First Lien Secured Parties (the “Collateral Agent”).
