Indenture, dated as of May 1, 2009



 Exhibit 4.1(a) 
  
  
  
 INDENTURE 
 Dated as of May 1, 2009

 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 
 11 1/2% SENIOR NOTES DUE 2016 
  
  

 







 CROSS-REFERENCE TABLE* 
  

			
	 Trust Indenture Act Section
	  	 Indenture Section

	 310(a)(1)
	  	7.10
	       (a)(2)
	  	7.10
	       (a)(3)
	  	N.A.
	       (a)(4)
	  	N.A.
	       (a)(5)
	  	7.10
	       (b)
	  	7.10
	       (c)
	  	N.A.
	 311(a)
	  	7.11
	       (b)
	  	7.11
	       (c)
	  	N.A.
	 312(a)
	  	2.05
	       (b)
	  	12.03
	       (c)
	  	12.03
	 313(a)
	  	7.06
	       (b)(1)
	  	N.A.
	       (b)(2)
	  	7.06;7.07
	       (c)
	  	7.06;12.02
	       (d)
	  	7.06
	 314(a)
	  	4.03;12.02; 12.05
	       (b)
	  	N.A.
	       (c)(1)
	  	12.04
	       (c)(2)
	  	12.04
	       (c)(3)
	  	N.A.
	       (d)
	  	N.A.
	       (e)
	  	12.05
	       (f)
	  	N.A.
	 315(a)
	  	7.01
	       (b)
	  	7.05;12.02
	       (c)
	  	7.01
	       (d)
	  	7.01
	       (e)
	  	6.14
	 316(a)(last sentence)
	  	2.09
	       (a)(1)(A)
	  	6.05
	       (a)(1)(B)
	  	6.04
	       (a)(2)
	  	N.A.
	       (b)
	  	6.07
	       (c)
	  	2.12;9.04
	 317(a)(1)
	  	6.08
	       (a)(2)
	  	6.12
	       (b)
	  	2.04
	 318(a)
	  	12.01
	       (b)
	  	N.A.
	       (c)
	  	12.01

 N.A. means not applicable. 
  

	*	This Cross-Reference Table is not part of the Indenture. 








 TABLE OF CONTENTS 
  

					
	 	  	 	  	Page
	
	ARTICLE 1
	
	DEFINITIONS AND INCORPORATION BY REFERENCE
			
	 Section 1.01
	  	Definitions	  	1
	 Section 1.02
	  	Other Definitions	  	32
	 Section 1.03
	  	Incorporation by Reference of Trust Indenture Act	  	33
	 Section 1.04
	  	Rules of Construction	  	34
	 Section 1.05
	  	Acts of Holders	  	34
	
	ARTICLE 2
	
	THE NOTES
			
	 Section 2.01
	  	Form and Dating; Terms	  	35
	 Section 2.02
	  	Execution and Authentication	  	36
	 Section 2.03
	  	Registrar and Paying Agent	  	37
	 Section 2.04
	  	Paying Agent to Hold Money in Trust	  	37
	 Section 2.05
	  	Holder Lists	  	38
	 Section 2.06
	  	Transfer and Exchange	  	38
	 Section 2.07
	  	Replacement Notes	  	49
	 Section 2.08
	  	Outstanding Notes	  	49
	 Section 2.09
	  	Treasury Notes	  	50
	 Section 2.10
	  	Temporary Notes	  	50
	 Section 2.11
	  	Cancellation	  	50
	 Section 2.12
	  	Defaulted Interest	  	50
	 Section 2.13
	  	CUSIP Numbers	  	51
	 Section 2.14
	  	Calculation of Principal Amount of Securities	  	51
	
	ARTICLE 3
	
	REDEMPTION
			
	 Section 3.01
	  	Notices to Trustee	  	51
	 Section 3.02
	  	Selection of Notes to Be Redeemed or Purchased	  	52
	 Section 3.03
	  	Notice of Redemption	  	52
	 Section 3.04
	  	Effect of Notice of Redemption	  	53
	 Section 3.05
	  	Deposit of Redemption or Purchase Price	  	53
	 Section 3.06
	  	Notes Redeemed or Purchased in Part	  	53
	 Section 3.07
	  	Optional Redemption	  	54
	 Section 3.08
	  	Mandatory Redemption	  	55
	 Section 3.09
	  	Offers to Repurchase by Application of Excess Proceeds	  	55

  

 -i- 









					
	 	  	 	  	Page
	
	ARTICLE 4
	
	COVENANTS
			
	 Section 4.01
	  	Payment of Notes	  	56
	 Section 4.02
	  	Maintenance of Office or Agency	  	57
	 Section 4.03
	  	Reports and Other Information	  	57
	 Section 4.04
	  	Compliance Certificate	  	58
	 Section 4.05
	  	Taxes	  	59
	 Section 4.06
	  	Stay, Extension and Usury Laws	  	59
	 Section 4.07
	  	Limitation on Restricted Payments	  	59
	 Section 4.08
	  	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	  	66
	 Section 4.09
	  	Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock	  	68
	 Section 4.10
	  	Asset Sales	  	74
	 Section 4.11
	  	Transactions with Affiliates	  	76
	 Section 4.12
	  	Liens	  	78
	 Section 4.13
	  	Corporate Existence	  	78
	 Section 4.14
	  	Offer to Repurchase Upon Change of Control	  	79
	 Section 4.15
	  	Limitation on Guarantees of Indebtedness by Restricted Subsidiaries	  	80
	 Section 4.16
	  	Suspension of Certain Covenants	  	81
	
	ARTICLE 5
	
	SUCCESSORS
			
	 Section 5.01
	  	Merger, Consolidation or Sale of All or Substantially All Assets	  	82
	 Section 5.02
	  	Successor Corporation Substituted	  	84
	
	ARTICLE 6
	
	DEFAULTS AND REMEDIES
			
	 Section 6.01
	  	Events of Default	  	84
	 Section 6.02
	  	Acceleration	  	86
	 Section 6.03
	  	Other Remedies	  	87
	 Section 6.04
	  	Waiver of Past Defaults	  	87
	 Section 6.05
	  	Control by Majority	  	87
	 Section 6.06
	  	Limitation on Suits	  	88
	 Section 6.07
	  	Rights of Holders of Notes to Receive Payment	  	88
	 Section 6.08
	  	Collection Suit by Trustee	  	88
	 Section 6.09
	  	Restoration of Rights and Remedies	  	88
	 Section 6.10
	  	Rights and Remedies Cumulative	  	89
	 Section 6.11
	  	Delay or Omission Not Waiver	  	89
	 Section 6.12
	  	Trustee May File Proofs of Claim	  	89
	 Section 6.13
	  	Priorities	  	90
	 Section 6.14
	  	Undertaking for Costs	  	90

  

 -ii- 









					
	 	  	 	  	Page
	
	ARTICLE 7
	
	TRUSTEE
			
	 Section 7.01
	  	Duties of Trustee	  	90
	 Section 7.02
	  	Rights of Trustee	  	91
	 Section 7.03
	  	Individual Rights of Trustee	  	92
	 Section 7.04
	  	Trustee’s Disclaimer	  	92
	 Section 7.05
	  	Notice of Defaults	  	93
	 Section 7.06
	  	Reports by Trustee to Holders of the Notes	  	93
	 Section 7.07
	  	Compensation and Indemnity	  	93
	 Section 7.08
	  	Replacement of Trustee	  	94
	 Section 7.09
	  	Successor Trustee by Merger, etc.	  	95
	 Section 7.10
	  	Eligibility; Disqualification	  	95
	 Section 7.11
	  	Preferential Collection of Claims Against Issuers	  	95
	
	ARTICLE 8
	
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE
			
	 Section 8.01
	  	Option to Effect Legal Defeasance or Covenant Defeasance	  	95
	 Section 8.02
	  	Legal Defeasance and Discharge	  	95
	 Section 8.03
	  	Covenant Defeasance	  	96
	 Section 8.04
	  	Conditions to Legal or Covenant Defeasance	  	96
	 Section 8.05
	  	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions	  	98
	 Section 8.06
	  	Repayment to Issuers	  	98
	 Section 8.07
	  	Reinstatement	  	98
	
	ARTICLE 9
	
	AMENDMENT, SUPPLEMENT AND WAIVER
			
	 Section 9.01
	  	Without Consent of Holders of Notes	  	99
	 Section 9.02
	  	With Consent of Holders of Notes	  	100
	 Section 9.03
	  	Compliance with Trust Indenture Act	  	101
	 Section 9.04
	  	Revocation and Effect of Consents	  	101
	 Section 9.05
	  	Notation on or Exchange of Notes	  	102
	 Section 9.06
	  	Trustee to Sign Amendments, etc.	  	102
	 Section 9.07
	  	Payment for Consent	  	102
	 Section 9.08
	  	Additional Voting Terms; Calculation of Principal Amount	  	102
	
	ARTICLE 10
	
	GUARANTEES
			
	 Section 10.01
	  	Guarantee	  	103
	 Section 10.02
	  	Limitation on Guarantor Liability	  	104
	 Section 10.03
	  	Execution and Delivery	  	104
	 Section 10.04
	  	Subrogation	  	105

  

 -iii- 









					
	 	  	 	  	Page
	 Section 10.05
	  	Benefits Acknowledged	  	105
	 Section 10.06
	  	Release of Guarantees	  	105
	 Section 10.07
	  	Certain Dutch Matters	  	106
	
	ARTICLE 11
	
	SATISFACTION AND DISCHARGE
			
	 Section 11.01
	  	Satisfaction and Discharge	  	106
	 Section 11.02
	  	Application of Trust Money	  	107
	
	ARTICLE 12
	
	MISCELLANEOUS
			
	 Section 12.01
	  	Trust Indenture Act Controls	  	107
	 Section 12.02
	  	Notices	  	107
	 Section 12.03
	  	Communication by Holders of Notes with Other Holders of Notes	  	109
	 Section 12.04
	  	Certificate and Opinion as to Conditions Precedent	  	109
	 Section 12.05
	  	Statements Required in Certificate or Opinion	  	109
	 Section 12.06
	  	Rules by Trustee and Agents	  	110
	 Section 12.07
	  	No Personal Liability of Directors, Officers, Employees and Stockholders	  	110
	 Section 12.08
	  	Governing Law	  	110
	 Section 12.09
	  	Waiver of Jury Trial	  	110
	 Section 12.10
	  	Force Majeure	  	110
	 Section 12.11
	  	No Adverse Interpretation of Other Agreements	  	110
	 Section 12.12
	  	Successors	  	110
	 Section 12.13
	  	Severability	  	111
	 Section 12.14
	  	Counterpart Originals	  	111
	 Section 12.15
	  	Table of Contents, Headings, etc.	  	111
	 Section 12.16
	  	Qualification of Indenture	  	111
	 Section 12.17
	  	Currency of Account; Conversion of Currency; Foreign Exchange Restrictions	  	111
	 Section 12.18
	  	Agent for Service; Submission to Jurisdiction; Waiver of Immunity	  	113

 EXHIBITS 
  

			
	Exhibit A	  	Form of Note
		
	Exhibit B	  	Form of Certificate of Transfer
		
	Exhibit C	  	Form of Certificate of Exchange
		
	Exhibit D	  	Form of Supplemental Indenture to Be Delivered by Subsequent Guarantors

  

 -iv- 








 INDENTURE, dated as of May 1, 2009, among Nielsen Finance LLC, a Delaware limited liability company
(“Nielsen LLC”), Nielsen Finance Co., a Delaware corporation (“Nielsen Co.” and together with Nielsen LLC and not any of their subsidiaries, the “Issuers”), the Guarantors (as defined herein) listed
on the signature pages hereto and Law Debenture Trust Company of New York, as Trustee. 
 W I T N E
S S E T H 
 WHEREAS, the Issuers have duly
authorized the creation of an issue of $500,000,000 aggregate principal amount of 11 1/2% Senior Notes due 2016 (the
“Initial Notes”); and 
 WHEREAS, each of the Issuers and each of the Guarantors has duly authorized the execution
and delivery of this Indenture. 
 NOW, THEREFORE, the Issuers, the Guarantors and the Trustee agree as follows for the benefit of each other
and for the equal and ratable benefit of the Holders of the Notes. 
 ARTICLE 1 
 DEFINITIONS AND INCORPORATION BY REFERENCE 
 Section 1.01 Definitions. 
 “144A Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend, the OID
Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on
Rule 144A. 
 “11 5/8% Senior Notes” means the Issuers’ 11 5/8% Senior Notes due 2014 issued January 27, 2009. 
 “11 5/8% Senior Notes Indenture” means the Indenture dated as of January 27, 2009 governing the
11 5/8% Senior Notes. 
 “ACN” means ACN Holdings, Inc., a Delaware corporation. 
 “Acquired
Indebtedness” means, with respect to any specified Person, 
 (1) Indebtedness of any other Person existing at the
time such other Person is merged with or into or becomes a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Restricted
Subsidiary of such specified Person, and 
 (2) Indebtedness secured by a Lien encumbering any asset acquired by such
specified Person. 
 “Additional Interest” means all additional interest then owing pursuant to the Registration Rights
Agreement. 







 “Additional Notes” means additional Notes (other than the Initial Notes and other than
Exchange Notes issued for such Initial Notes) issued from time to time under this Indenture in accordance with Sections 2.01 and 4.09 hereof. 
 “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition,
“control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. 
 “Agent” means any Registrar or Paying Agent. 
 “Applicable Premium” means, with respect to any Note on any Redemption Date, the greater of: 
 (a) 1.0% of the principal amount of such Note on such Redemption Date; and 
 (b) the excess,
if any, of (i) the present value at such Redemption Date of (A) the aggregate principal amount of such Notes, plus (B) all required interest payments due on such Note through May 1, 2013 (excluding accrued but unpaid interest to
the Redemption Date), computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over (ii) the principal amount of such Note. 
 “Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and
procedures of the Depositary, Euroclear and/or Clearstream that apply to such transfer or exchange. 
 “Asset Sale” means:

 (1) the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related
transactions, of property or assets (including by way of a Sale and Lease-Back Transaction) of a Covenant Party or any of the Restricted Subsidiaries (each referred to in this definition as a “disposition”); or 
 (2) the issuance or sale of Equity Interests of any Covenant Party or any Restricted Subsidiary, whether in a single transaction or a
series of related transactions; 
 in each case, other than: 
 (a) any disposition of Cash Equivalents or Investment Grade Securities or obsolete or worn out equipment in the ordinary course of business or any disposition of inventory or goods (or other assets) held for sale in
the ordinary course of business; 
 (b) the disposition of all or substantially all of the assets of the Covenant Parties and
the Restricted Subsidiaries in a manner permitted pursuant to Section 5.01 hereof or any disposition that constitutes a Change of Control pursuant to this Indenture; 
 (c) the making of any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under Section 4.07
hereof; 
  

 -2- 








 (d) any disposition of assets or issuance or sale of Equity Interests of any Covenant
Party or Restricted Subsidiary in any transaction or series of transactions with an aggregate fair market value of less than $50.0 million; 
 (e) any disposition of property or assets or issuance of securities by a Restricted Subsidiary or a Covenant Party to another Covenant Party or by a Covenant Party or a Restricted Subsidiary to another Restricted
Subsidiary; 
 (f) to the extent allowable under Section 1031 of the Internal Revenue Code of 1986, any exchange of like
property (excluding any boot thereon) for use in a Similar Business; 
 (g) the lease, assignment or sublease of any real or
personal property in the ordinary course of business; 
 (h) any issuance or sale of Equity Interests in, or Indebtedness or
other securities of, an Unrestricted Subsidiary; 
 (i) any issuance or sale of Equity Interests of VNU HF; 
 (j) foreclosures on assets; 
 (k) sales of accounts receivable, or participations therein, in connection with any Receivables Facility; 
 (l) any sale, conveyance, transfer or other disposition of the Transactions Intercompany Obligations; and 
 (m) any financing transaction with respect to property built or acquired by a Covenant Party or any Restricted Subsidiary after August 9, 2006 including Sale and Lease-Back Transactions and asset securitizations
permitted by this Indenture. 
 “Asset Sale Prepayment Amount” means: 
 (1) at any time after the Issue Date and prior to the repayment, redemption, repurchase, defeasance or other acquisition or retirement of
at least $150.0 million of Indebtedness under Credit Facilities and $100.0 million aggregate principal amount of Notes with the Net Proceeds of Asset Sales, $0; 
 (2) at any time after the repayment, redemption, repurchase, defeasance or other acquisition or retirement of at least $150.0 million
(but less than $650.0 million) of Indebtedness under Credit Facilities and $100.0 million (but less than $200.0 million) aggregate principal amount of Notes with the Net Proceeds of Asset Sales, $50.0 million less the amount of
Net Proceeds, if any, previously applied to the repayment, redemption, repurchase, defeasance or other acquisition or retirement of Subordinated Indebtedness pursuant to this clause (2); and 
 (3) at any time after the repayment, redemption, repurchase, defeasance or other acquisition or retirement of at least $650.0 million
of Indebtedness under Credit Facilities and $200.0 million aggregate principal amount of Notes with the Net Proceeds of Asset Sales, $100.0 million less, without duplication, the amount of Net Proceeds, if any, previously applied to
the repayment, redemption, repurchase, defeasance or other acquisition or retirement of Subordinated Indebtedness pursuant to clause (2) above and/or this clause (3). 
  

 -3- 








 “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the
relief of debtors. 
 “Broker-Dealer” has the meaning set forth in the Registration Rights Agreement. 
 “Business Day” means each day which is not a Legal Holiday. 
 “Capital Stock” means: 
 (1) in the case of a corporation, corporate stock; 
 (2) in the case of an association or
business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; 
 (3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and 
 (4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person. 
 “Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a
capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP. 
 “Capitalized Software Expenditures” means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as
liabilities) by a Person and its Subsidiaries that are Covenant Parties or Restricted Subsidiaries during such period in respect of purchased software or internally developed software and software enhancements that, in conformity with GAAP, are or
are required to be reflected as capitalized costs on the consolidated balance sheet of such Person and such Subsidiaries. 
 “Cash
Equivalents” means: 
 (1) United States dollars; 
 (2) (a) euro, or any national currency of any participating member state of the EMU; or 
 (b) in the case of any Covenant Party or Restricted Subsidiary, such local currencies held by them from time to time in the ordinary
course of business; 
 (3) securities issued or directly and fully and unconditionally guaranteed or insured by the U.S.
government, any member of the European Union or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date
of acquisition; 
 (4) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less
from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus of not less than $500.0 million in the case of U.S.
banks and $100.0 million (or the U.S. Dollar Equivalent as of the date of determination) in the case of non-U.S. banks; 
  

 -4- 








 (5) repurchase obligations for underlying securities of the types described in clauses
(3) and (4) entered into with any financial institution meeting the qualifications specified in clause (4) above; 
 (6) commercial paper rated at least P-1 by Moody’s or at least A-1 by S&P and in each case maturing within 24 months after the date of creation thereof; 
 (7) marketable short-term money market and similar securities having a rating of at least P-2 or A-2 from either Moody’s or S&P,
respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) and in each case maturing within 24 months after the date of creation thereof; 
 (8) investment funds investing 95% of their assets in securities of the types described in clauses (1) through (7) above;

 (9) readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any
political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P with maturities of 24 months or less from the date of acquisition; 
 (10) Indebtedness or Preferred Stock issued by Persons with a rating of “A” or higher from S&P or “A2” or higher
from Moody’s with maturities of 24 months or less from the date of acquisition; and 
 (11) Investments with average
maturities of 12 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s. 
 Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (1) and
(2) above, provided that such amounts are converted into any currency listed in clauses (1) and (2) as promptly as practicable and in any event within ten Business Days following the receipt of such amounts. 
 “Change of Control” means the occurrence of any of the following: 
 (1) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Covenant
Parties and the Restricted Subsidiaries, taken as a whole, to any Person other than a Permitted Holder; or 
 (2) the Issuers
become aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or
Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than the
Permitted Holders, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any
successor provision) of a majority or more of the total voting power of the Voting Stock of an Issuer. 
 “Clearstream”
means Clearstream Banking, Société Anonyme. 
  

 -5- 








 “Consolidated Depreciation and Amortization Expense” means, with respect to any Person,
for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees and Capitalized Software Expenditures and amortization of unrecognized prior service costs and actuarial gains and
losses related to pensions and other post-employment benefits, of such Person and its Subsidiaries that are Covenant Parties or Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

 “Consolidated Indebtedness” means, as of any date of determination, the sum, without duplication, of (1) the total
amount of Indebtedness of the Covenant Parties and the Restricted Subsidiaries, plus (2) the aggregate liquidation value of all Disqualified Stock of the Issuers and the Restricted Guarantors and all Preferred Stock of the Restricted
Subsidiaries that are not Guarantors, in each case, determined on a consolidated basis in accordance with GAAP. 
 “Consolidated
Interest Expense” means, with respect to any Person for any period, without duplication, the sum of: 
 (1)
consolidated interest expense of such Person and its Subsidiaries that are Covenant Parties or Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including
(a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances,
(c) non-cash interest expense (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (d) the interest component of
Capitalized Lease Obligations, and (e) net payments, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding (w) any Additional Interest and any “additional interest” with respect to the
Notes, (x) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, (y) any expensing of bridge, commitment and other financing fees and (z) commissions, discounts, yield and other fees and charges
(including any interest expense) related to any Receivables Facility); plus 
 (2) consolidated capitalized interest of
such Person and such Subsidiaries for such period, whether paid or accrued; plus 
 (3) Restricted Payments made by
such Person of the type permitted to be made by Section 4.07(b)(15)(f); less 
 (4) interest income of such Person
and such Subsidiaries for such period. 
 For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to
accrue at an interest rate reasonably determined by the Issuers to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. 
 “Consolidated Leverage Ratio” means, as of the date of determination, the ratio of (a) the Consolidated Indebtedness of the Covenant Parties and the Restricted Subsidiaries on such date
less the amount of cash and Cash Equivalents in excess of any Restricted Cash that would be stated on the balance sheet of the Covenant Parties and the Restricted Subsidiaries and held by the Covenant Parties and the Restricted Subsidiaries
as of such date of determination, as determined in accordance with GAAP, to (b) EBITDA of the Covenant Parties and the Restricted Subsidiaries for the most recently ended four fiscal quarters ending immediately prior to such date for which
internal financial statements are available. 
  

 -6- 








 In the event that a Covenant Party or any Restricted Subsidiary (i) incurs, assumes, guarantees,
redeems, retires or extinguishes any Indebtedness (other than, for purposes of calculating EBITDA only, Indebtedness incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) or
(ii) issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Consolidated Leverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of
the Consolidated Leverage Ratio is made (the “Consolidated Leverage Ratio Calculation Date”), then the Consolidated Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee,
redemption, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period. 
 For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and
discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business, and other operational changes that a Covenant Party or any of the Restricted Subsidiaries has determined to make and/or
made during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Consolidated Leverage Ratio Calculation Date shall be calculated on a pro forma basis in accordance with GAAP
assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, discontinued operations and other operational changes (and the change in any associated Fixed Charge obligations and the change in EBITDA
resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into a Covenant Party or any of the
Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinued operation or operational change, in each case with respect to an operating unit of
a business, that would have required adjustment pursuant to this definition, then the Consolidated Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger,
consolidation, discontinued operation or operational change had occurred at the beginning of the applicable four-quarter period. 
 For
purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of an Issuer. If any Indebtedness bears a
floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Consolidated Leverage Ratio Calculation Date had been the applicable rate for the entire
period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of
an Issuer to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro
forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period except as set forth in the first paragraph of this definition. Interest on Indebtedness that may optionally be determined at an
interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the
Issuers may designate. Any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Issuers as set forth in an Officer’s Certificate, to reflect (1) operating expense reductions and
other operating improvements or synergies reasonably expected to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions) and (2) all adjustments of the nature used in
connection with the calculation of “Pro Forma Adjusted EBITDA” as set forth in footnote 8 to the “Summary Historical and Pro Forma Financial Information” under “Offering Memorandum Summary” in the Original Offering
Memorandum, to the extent such 

  

 -7- 








 
adjustments, without duplication, continue to be applicable to such four-quarter period. Notwithstanding anything to the contrary, the aggregate amount of
projected operating expense reductions, operating improvements and synergies included in any such pro forma calculation shall not exceed $125.0 million for any four consecutive quarter period (which adjustments may be incremental to pro
forma adjustments made pursuant to the immediately preceding paragraph). 
 For the purposes of this definition, any amount in a currency
other than U.S. dollars will be converted to U.S. dollars based on the average exchange rate for such currency for the most recent twelve-month period immediately prior to the date of determination determined in a manner consistent with that used in
calculating EBITDA for the applicable period. 
 “Consolidated Net Income” means, with respect to any Person for any period,
the aggregate of the Net Income of such Person and its Subsidiaries that are Covenant Parties or Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however,
that, without duplication, 
 (1) any after-tax effect of extraordinary, non-recurring or unusual gains or losses (less all
fees and expenses relating thereto) or expenses (including relating to the Transactions), duplicative running costs associated with the European Data Factory, severance, relocation costs and curtailments or modifications to pension and
post-retirement employee benefit plans shall be excluded, 
 (2) the Net Income for such period shall not include the
cumulative effect of a change in accounting principles during such period, including changes from international financial reporting standards to United States financial reporting standards, 
 (3) any after-tax effect of income (loss) from disposed or discontinued operations and any net after-tax gains or losses on disposal of
disposed, abandoned or discontinued operations shall be excluded, 
 (4) any after-tax effect of gains or losses (less all
fees and expenses relating thereto) attributable to asset dispositions other than in the ordinary course of business, as determined in good faith by the Issuers, shall be excluded, 
 (5) the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by
the equity method of accounting, shall be excluded; provided that Consolidated Net Income of such Person shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent
converted into cash) to such Person or a Subsidiary thereof that is a Covenant Party or a Restricted Subsidiary in respect of such period, 
 (6) solely for the purpose of determining the amount available for Restricted Payments under clause (3)(a) of Section 4.07(a) hereof, the Net Income for such period of any Restricted Subsidiary (other than
any Guarantor) shall be excluded if the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination wholly permitted without any prior governmental approval (which
has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its
stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived, provided that Consolidated Net Income of the Covenant Parties will be increased by the amount of dividends or
other distributions or other payments actually paid in cash (or to the extent converted into cash) to a Covenant Party or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein, 
  

 -8- 








 (7) effects of purchase accounting adjustments (including the effects of such adjustments
pushed down to such Person and such Subsidiaries) in component amounts required or permitted by GAAP, resulting from the application of purchase accounting in relation, to the Transactions or any consummated acquisition or the amortization or
write-off of any amounts thereof, net of taxes, shall be excluded, 
 (8) any after-tax effect of income (loss) from the early
extinguishment of Indebtedness or Hedging Obligations or other derivative instruments shall be excluded, 
 (9) any impairment
charge or asset write-off, in each case, pursuant to GAAP and the amortization of intangibles arising pursuant to GAAP shall be excluded, 
 (10) any non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights shall be excluded, 
 (11) any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with the Transactions
and any acquisition, Investment, Asset Sale, issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument (in each case, including any such transaction consummated
prior to August 9, 2006 and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction shall be excluded, and 
 (12) accruals and reserves that are established within twelve months after August 9, 2006 that are so required to be established as a
result of the Transactions in accordance with GAAP shall be excluded. 
 Notwithstanding the foregoing, for the purpose of Section 4.07
hereof only (other than clause (3)(d) of Section 4.07(a) hereof), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Covenant Parties and the
Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from the Covenant Parties and the Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by any of the Covenant Parties
or any of the Restricted Subsidiaries, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments
permitted under clause (3)(d) of Section 4.07(a) hereof. 
 “Consolidated Secured Debt Ratio” means, as of the
date of determination, the ratio of (a) the Consolidated Indebtedness of the Covenant Parties and the Restricted Subsidiaries on such date that is secured by Liens less the amount of cash and Cash Equivalents in excess of any
Restricted Cash that would be stated on the balance sheet of the Covenant Parties and the Restricted Subsidiaries and held by the Covenant Parties and the Restricted Subsidiaries as of such date of determination, as determined in accordance with
GAAP, to (b) EBITDA of the Covenant Parties and the Restricted Subsidiaries for the most recently ended four fiscal quarters ending immediately prior to such date for which internal financial statements are available. 
  

 -9- 








 In the event that a Covenant Party or any Restricted Subsidiary (i) incurs, assumes, guarantees,
redeems, retires or extinguishes any Indebtedness (other than, for purposes of calculating EBITDA only, Indebtedness incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) or
(ii) issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Consolidated Secured Debt Ratio is being calculated but prior to or simultaneously with the event for which the calculation
of the Consolidated Secured Debt Ratio is made (the “Consolidated Secured Debt Ratio Calculation Date”), then the Consolidated Secured Debt Ratio shall be calculated giving pro forma effect to such incurrence, assumption,
guarantee, redemption, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period. 
 For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and
discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business, and other operational changes that a Covenant Party or any of the Restricted Subsidiaries has determined to make and/or
made during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Consolidated Secured Debt Ratio Calculation Date shall be calculated on a pro forma basis in accordance with
GAAP assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, discontinued operations and other operational changes (and the change in any associated Fixed Charge obligations and the change in EBITDA
resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into a Covenant Party or any of the
Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinued operation or operational change, in each case with respect to an operating unit of
a business, that would have required adjustment pursuant to this definition, then the Consolidated Secured Debt Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger,
consolidation, discontinued operation or operational change had occurred at the beginning of the applicable four-quarter period. 
 For
purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of an Issuer. If any Indebtedness bears a
floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Consolidated Secured Debt Ratio Calculation Date had been the applicable rate for the entire
period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of
an Issuer to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro
forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period except as set forth in the first paragraph of this definition. Interest on Indebtedness that may optionally be determined at an
interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the
Issuers may designate. Any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Issuers as set forth in an Officer’s Certificate, to reflect (1) operating expense reductions and
other operating improvements or synergies reasonably expected to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions); and (2) all adjustments of the nature used in
connection with the calculation of “Pro Forma Adjusted 

  

 -10- 








 
EBITDA” as set forth in footnote 8 to the “Summary Historical and Pro Forma Financial Information” under “Offering Memorandum
Summary” in the Original Offering Memorandum, to the extent such adjustments, without duplication, continue to be applicable to such four-quarter period. Notwithstanding anything to the contrary, the aggregate amount of projected operating
expense reductions, operating improvements and synergies included in any such pro forma calculation shall not exceed $125.0 million for any four consecutive quarter period (which adjustments may be incremental to pro forma adjustments made pursuant
to the immediately preceding paragraph). 
 For the purposes of this definition, any amount in a currency other than U.S. dollars will be
converted to U.S. dollars based on the average exchange rate for such currency for the most recent twelve month period immediately prior to the date of determination determined in a manner consistent with that used in calculating EBITDA for the
applicable period. 
 “Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing
any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without
limitation, any obligation of such Person, whether or not contingent, 
 (1) to purchase any such primary obligation or any
property constituting direct or indirect security therefor, 
 (2) to advance or supply funds 
 (a) for the purchase or payment of any such primary obligation, or 
 (b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary
obligor, or 
 (3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such
primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof. 
 “Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in Section 12.02 hereof or such other address as to which the Trustee may give notice to the Holders and the Issuers. 

“Covenant Parties” means each of VNU HF, VNU International, B.V., and the Issuers. 
 “Credit Facilities” means, with respect to a Covenant Party or any of the Restricted Subsidiaries, one or more debt facilities,
including the Senior Credit Facilities, or other financing arrangements (including, without limitation, commercial paper facilities or indentures) providing for revolving credit loans, term loans, letters of credit or other long-term indebtedness,
including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof and any
indentures or credit facilities or commercial paper facilities that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or
indenture that increases the amount permitted to be borrowed thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under Section 4.09 hereof) or adds Restricted Subsidiaries as additional
borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders. 
  

 -11- 








 “Custodian” means DBTCA, as custodian with respect to the Global Notes, or any successor
entity thereto,. 
 “DBTCA” means Deutsche Bank Trust Company Americas. 
 “Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

 “Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with
Section 2.06(c) hereof, substantially in the form of Exhibit A hereto, except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached
thereto. 
 “Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person
specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as Depositary hereunder and having become such pursuant to the applicable provision of this Indenture. 
 “Designated Non-cash Consideration” means the fair market value of non-cash consideration received by a Covenant Party or a Restricted
Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of an Issuer,
less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration. 
 “Designated Preferred Stock” means Preferred Stock of a Covenant Party, a Restricted Subsidiary or any direct or indirect parent corporation thereof (in each case other than Disqualified Stock) that
is issued for cash (other than to a Covenant Party or a Restricted Subsidiary or an employee stock ownership plan or trust established by a Covenant Party or any of their respective Subsidiaries) and is so designated as Designated Preferred Stock,
pursuant to an Officer’s Certificate executed by the principal financial officer of the Issuers, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (3) of Section 4.07(a)
hereof. 
 “Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms, or
by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than solely as a result of a change of control or asset sale)
pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely as a result of a change of control or asset sale), in whole or in part, in each case prior to the date 91 days after the
earlier of the maturity date of the Notes or the date the Notes are no longer outstanding; provided, however, that if such Capital Stock is issued to any plan for the benefit of employees of the Covenant Parties or their respective
Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased in order to satisfy applicable statutory or regulatory obligations. 
 “Domestic Subsidiary” means any Subsidiary of a Covenant Party that is organized or existing under the laws of the United States, any
state thereof, the District of Columbia, or any territory thereof. 
  

 -12- 








 “EBITDA” means, with respect to any Person for any period, the Consolidated Net Income
of such Person and its Subsidiaries that are Covenant Parties or Restricted Subsidiaries for such period 
 (1) increased
(without duplication) by: 
 (a) provision for taxes based on income or profits or capital, including, without limitation,
state, franchise and similar taxes and foreign withholding taxes of such Person and such Subsidiaries paid or accrued during such period deducted (and not added back) in computing Consolidated Net Income; plus 
 (b) Fixed Charges (other than clause (3) of the definition of Consolidated Interest Expense, except to the extent that such amount
has been deducted in the calculation of Consolidated Net Income) of such Person and such Subsidiaries for such period (including (x) net losses on Hedging Obligations or other derivative instruments entered into for the purpose of hedging
interest rate risk and (y) costs of surety bonds in connection with financing activities, in each case, to the extent included in Fixed Charges) to the extent the same was deducted (and not added back) in calculating such Consolidated Net
Income; plus 
 (c) Consolidated Depreciation and Amortization Expense of such Person and such Subsidiaries for such
period to the extent the same were deducted (and not added back) in computing Consolidated Net Income; plus 
 (d) any
expenses or charges (other than depreciation or amortization expense) related to any Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or the incurrence or repayment of Indebtedness permitted to be incurred by this
Indenture (including a refinancing thereof) (whether or not successful), including (i) such fees, expenses or charges related to the offering of the Notes and the Senior Subordinated Discount Notes and the Credit Facilities, (ii) any
amendment or other modification of the Notes, and, in each case, deducted (and not added back) in computing Consolidated Net Income, (iii) any Additional Interest and any “additional interest” with respect to the Senior Subordinated
Discount Notes and (iv) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Receivables Facility; plus 
 (e) the amount of any business optimization expense and restructuring charge or reserve deducted (and not added back) in such period in
computing Consolidated Net Income, including any restructuring costs incurred in connection with acquisitions after August 9, 2006, costs related to the closure and/or consolidation of facilities, retention charges, systems establishment costs
and excess pension charges; plus 
 (f) any other non-cash charges, including any write-offs or write-downs, reducing
Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted
from EBITDA in such future period to the extent paid, but excluding from this proviso, for the avoidance of doubt, amortization of a prepaid cash item that was paid in a prior period); plus 
 (g) the amount of any minority interest expense consisting of Subsidiary income attributable to minority equity interests of third parties
in any non-Wholly-Owned Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income; plus 
  

 -13- 








 (h) the amount of management, monitoring, consulting, transaction and advisory fees and
related expenses paid in such period to the Investors to the extent otherwise permitted under Section 4.11 hereof; plus 
 (i) the amount of loss on sale of receivables and related assets to the Receivables Subsidiary in connection with a Receivables Facility; plus 
 (j) any costs or expense incurred by such Person or any such Subsidiary pursuant to any management equity plan or stock option plan or any
other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of an Issuer or a Restricted Guarantor or
net cash proceeds of an issuance of Equity Interest of an Issuer or Restricted Guarantor (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation set forth in clause (3) of
Section 4.07(a) hereof; 
 (2) decreased by (without duplication) (a) non-cash gains increasing Consolidated Net
Income of such Person and such Subsidiaries for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any prior period, and (b) solely for
the purpose of calculating EBITDA on a cumulative basis for purposes of Section 4.07(a)(3)(a), $90.0 million; and 
 (3)
increased or decreased by (without duplication): 
 (a) any net gain or loss resulting in such period from Hedging Obligations
and the application of Statement of Financial Accounting Standards No. 133 and International Accounting Standards No. 39 and their respective related pronouncements and interpretations; plus or minus, as applicable, 
 (b) any net gain or loss resulting in such period from currency translation gains or losses related to currency remeasurements of
indebtedness (including any net loss or gain resulting from hedge agreements for currency exchange risk). 
 “EMU” means
economic and monetary union as contemplated in the Treaty on European Union. 
 “Equity Interests” means Capital Stock and
all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock. 
 “Equity Offering” means any public or private sale of common stock or Preferred Stock of VNU HF or of a direct or indirect parent of VNU HF (excluding Disqualified Stock), other than: 
 (1) public offerings with respect to any such Person’s common stock registered on Form S-8; 
 (2) issuances to a Covenant Party or any Subsidiary of a Covenant Party; and 
 (3) any such public or private sale that constitutes an Excluded Contribution. 
  

 -14- 








 “euro” means the single currency of participating member states of the EMU. 

“Euroclear” means Euroclear S.A./N.V., as operator of the Euroclear system. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

 “Exchange Notes” means the Notes issued in the Exchange Offer pursuant to Section 2.06(f) hereof. 
 “Exchange Offer” has the meaning set forth in the Registration Rights Agreement. 
 “Exchange Offer Registration Statement” has the meaning set forth in the Registration Rights Agreement. 
 “Excluded Contribution” means net cash proceeds, marketable securities or Qualified Proceeds received by or contributed to a Covenant
Party from, 
 (1) contributions to its common equity capital, and 
 (2) the sale (other than to a Covenant Party or a Subsidiary of a Covenant Party or to any management equity plan or stock option plan or
any other management or employee benefit plan or agreement of a Covenant Party or a Subsidiary of a Covenant Party) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of VNU HF or any direct or indirect parent of VNU HF,

 in each case designated as Excluded Contributions pursuant to an Officer’s Certificate on the date such capital contributions are made or the date
such Equity Interests are sold, as the case may be, which are excluded from the calculation set forth in clause (3) of Section 4.07(a) hereof. 
 “Existing Senior Notes” means the Original Notes, the Issuers’ additional
$220 million of 10% Senior Notes due 2014 issued on April 16, 2008 and the 11 5/8% Senior Notes. 
 “Existing Senior Notes Indenture” means the indenture dated as of August 9,
2006, as supplemented, governing the Original Notes and the Issuers’ additional $220 million of 10% Senior Notes due 2014 issued on April 16, 2008 and the 11 5/8
% Senior Notes Indenture. 
 “Fixed Charges” means, with respect to any
Person for any period, the sum, without duplication, of: 
 (1) Consolidated Interest Expense of such Person and its
Subsidiaries that are Covenant Parties or Restricted Subsidiaries for such period; plus 
 (2) all cash dividends or
other distributions paid to any Person other than such Person or any such Subsidiary (excluding items eliminated in consolidation) on any series of Preferred Stock of a Covenant Party or a Restricted Subsidiary during such period; plus

 (3) all cash dividends or other distributions paid to any Person other than such Person or any such Subsidiary (excluding
items eliminated in consolidation) on any series of Disqualified Stock of a Covenant Party or a Restricted Subsidiary during such period. 
  

 -15- 








 “Foreign Subsidiary” means any Restricted Subsidiary that is not a Guarantor and that is
not organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof and any Restricted Subsidiary of such Foreign Subsidiary. 
 “GAAP” means generally accepted accounting principles in the United States which are in effect on August 9, 2006. 
 “Global Note Legend” means the legend set forth in Section 2.06(g)(ii) hereof, which is required to be placed on all Global Notes
issued under this Indenture. 
 “Global Notes” means, individually and collectively, each of the Restricted Global Notes and
the Unrestricted Global Notes, substantially in the form of Exhibit A hereto, issued in accordance with Section 2.01, 2.06(b), 2.06(d) or 2.06(f) hereof. 
 “Government Securities” means securities that are: 
 (1) direct obligations
of the United States of America for the timely payment of which its full faith and credit is pledged; or 
 (2) obligations of
a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,

 which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank
(as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the
holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in
respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt. 
 “guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit
and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations. 
 “Guarantee” means the guarantee by any Guarantor of the Issuers’ Obligations under this Indenture. 
 “Guarantor” means each Person that Guarantees the Notes in accordance with the terms of this Indenture. 
 “Hedging Obligations” means, with respect to any Person, the obligations of such Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement,
commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap agreement or similar agreement providing for the transfer or mitigation of interest rate or currency risks either generally or under specific
contingencies. 
 “Holder” means the Person in whose name a Note is registered on the Registrar’s books. 
  

 -16- 








 “Holdings Debt” means Indebtedness of Parent outstanding on August 9, 2006 (after
giving pro forma effect to the Transactions) as reflected in Parent’s balance sheet and refinancings thereof that do not increase the aggregate principal amount thereof, except to the extent of additional Indebtedness incurred to pay
premiums (including tender premiums), defeasance costs and fees and expenses in connection therewith. 
 “Indebtedness”
means, with respect to any Person, without duplication: 
 (1) any indebtedness (including principal and premium) of such
Person, whether or not contingent: 
 (a) in respect of borrowed money; 
 (b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without
duplication, reimbursement agreements in respect thereof); 
 (c) representing the balance deferred and unpaid of the purchase
price of any property (including Capitalized Lease Obligations), except (i) any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business, (ii) any
earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP, and (iii) liabilities accrued in the ordinary course of business; or 
 (d) representing any Hedging Obligations; 
 if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person
prepared in accordance with GAAP; 
 (2) to the extent not otherwise included, any obligation by such Person to be liable for,
or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred to in clause (1) of a third Person (whether or not such items would appear upon the balance sheet of such obligor or guarantor), other than by endorsement of
negotiable instruments for collection in the ordinary course of business; and 
 (3) to the extent not otherwise included, the
obligations of the type referred to in clause (1) of a third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person; 
 provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include (a) Contingent Obligations incurred in the ordinary
course of business, (b) obligations under or in respect of Receivables Facilities, (c) any intercompany indebtedness (including intercompany indebtedness to a Parent) having a term not exceeding 364 days (inclusive of any rollover or
extensions of terms) and made in the ordinary course of business consistent with past practice and (d) the Parent Intercompany Debt. 
 “Indenture” means this Indenture, as amended or supplemented from time to time. 
 “Independent Financial
Advisor” means an accounting, appraisal, investment banking firm or consultant to Persons engaged in Similar Businesses of nationally recognized standing that is, in the good faith judgment of the Issuers, qualified to perform the task for
which it has been engaged. 
  

 -17- 








 “Indirect Participant” means a Person who holds a beneficial interest in a Global Note
through a Participant. 
 “Initial Notes” has the meaning assigned to such term in the recitals hereto. 
 “Initial Purchasers” means J.P. Morgan Securities Inc., Goldman, Sachs & Co., Credit Suisse Securities (USA) LLC, Deutsche Bank
Securities Inc. and Morgan Stanley & Co. Incorporated. 
 “Interest Payment Date” means May 1 and
November 1 of each year to stated maturity. 
 “Investment Grade Rating” means a rating equal to or higher than Baa3
(or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency. 
 “Investment Grade Securities” means: 
 (1) securities issued or directly and fully guaranteed or
insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents); 
 (2) debt
securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among the Issuers and the Subsidiaries of any Covenant Party; 
 (3) investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2) which fund may
also hold immaterial amounts of cash pending investment or distribution; and 
 (4) corresponding instruments in countries
other than the United States customarily utilized for high quality investments. 
 “Investments” means, with respect to any
Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers, commission, travel and
similar advances to officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments
that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of such Person in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other
property. For purposes of the definition of “Unrestricted Subsidiary” and Section 4.07 hereof: 
 (1)
“Investments” shall include the portion (proportionate to the applicable Covenant Party’s direct or indirect equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of a Covenant Party at the
time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Issuers or applicable Restricted Subsidiary shall be deemed to continue
to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to: 
 (a) the
Covenant Party’s direct or indirect “Investment” in such Subsidiary at the time of such redesignation; less 
  

 -18- 








 (b) the portion (proportionate to the Covenant Party’s direct or indirect equity
interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and 
 (2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Issuers. 
 “Investors” means AlpInvest Partners, The Blackstone Group, The Carlyle Group, Hellman & Friedman, Kohlberg Kravis
Roberts & Co., Thomas H. Lee Partners and each of their respective Affiliates but not including, however, any operating portfolio companies of any of the foregoing. 
 “Issue Date” means May 1, 2009. 
 “Issuer Order” means a written request or order signed on behalf of the Issuers by Officers of the Issuers, who must be the principal executive officer, the principal financial officer, the treasurer
or the principal accounting officer of such Issuer, and delivered to the Trustee. 
 “Issuers” has the meaning set forth in
the preamble hereto. 
 “Legal Holiday” means a Saturday, a Sunday or a day on which commercial banking institutions are not
required to be open in the State of New York. 
 “Letter of Transmittal” means the letter of transmittal to be prepared by
the Issuers and sent to all Holders of the Notes for use by such Holders in connection with the Exchange Offer. 
 “Lien”
means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise
perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any
financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien. 
 “Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business. 
 “Net Income” means, with respect to any Person, the net income (loss) of such Person and its Subsidiaries that are Covenant Parties or
Restricted Subsidiaries, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends. 
 “Net
Proceeds” means the aggregate cash proceeds received by any of the Covenant Parties or any of the Restricted Subsidiaries in respect of any Asset Sale, including any cash received upon the sale or other disposition of any Designated
Non-cash Consideration received in any Asset Sale, net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration, including legal, accounting and investment banking fees, and brokerage and
sales commissions, any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied
to the repayment of principal, premium, if any, and interest on Senior Indebtedness required (other than required by clause (1) of Section 4.10(b) hereof) to be paid as a result of such transaction and any deduction of appropriate amounts
to be provided by a Covenant Party or any of the 

  

 -19- 








 
Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained
by a Covenant Party or any of the Restricted Subsidiaries after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification
obligations associated with such transaction. 
 “Non-U.S. Person” means a Person who is not a U.S. Person. 
 “Notes” means the Initial Notes and more particularly means any Note authenticated and delivered under this Indenture. For all purposes
of this Indenture, the term “Notes” shall also include any Additional Notes that may be issued under a supplemental indenture. 
 “Obligations” means any principal (including any accretion), interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in
the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters
of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal (including any accretion), interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under
the documentation governing any Indebtedness. 
 “Officer” means the Chairman of the Board, the Chief Executive Officer, the
President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Issuers. 
 “Officer’s Certificate” means a certificate signed on behalf of the Issuers by an Officer of the Issuers, who must be the principal executive officer, the principal financial officer, the treasurer or the principal
accounting officer of the Issuers, that meets the requirements set forth in this Indenture. 
 “OID Legend” means the legend
set forth in Section 2.06(g)(iii) hereof to be placed on all Notes issued under this Indenture. 
 “Opinion of Counsel”
means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Issuers or the Trustee. 
 “Offering Memorandum” means the offering memorandum, dated April 24, 2009,
relating to the Issuers 11 1/2% Senior Notes due 2016. 
 “Original Offering Memorandum” means the offering memorandum, dated August 1, 2006, relating to the sale of the Original Notes.

 “Original Notes” means the Issuers’ $650 million of 10% Senior Notes due 2014 and €150 million of 9%
Senior Notes due 2014 issued on August 9, 2006. 
 “Parent” means The Nielsen Company B.V. (f/k/a VNU Group B.V.), VNU
Intermediate Holding B.V. and any other direct or indirect parent organization of a Covenant Party that is a subsidiary of The Nielsen Company B.V. 
 “Parent Intercompany Debt” means the intercompany loan of Parent to VNU HF, as in effect on August 9, 2006 after giving effect to the Transactions. 
  

 -20- 








 “Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person
who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream). 
 “Permitted Asset Swap” means the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between a Covenant Party or any of the Restricted
Subsidiaries and another Person; provided, that any cash or Cash Equivalents received must be applied in accordance with Section 4.10 hereof. 
 “Permitted Holders” means each of the Investors and members of management of a Covenant Party, a Restricted Subsidiary or any direct or indirect parent entity of the foregoing who are holders of
Equity Interests of Parent or its direct or indirect parent organizations on August 9, 2006 and any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the
foregoing are members; provided, that, in the case of such group and without giving effect to the existence of such group or any other group, such Investors and members of management, collectively, have beneficial ownership of more than 50%
of the total voting power of the Voting Stock of Parent or any of its direct or indirect parent companies. 
 “Permitted
Investments” means: 
 (1) any Investment in a Covenant Party or any of the Restricted Subsidiaries; 
 (2) any Investment in cash and Cash Equivalents or Investment Grade Securities; 
 (3) any Investment by a Covenant Party or any of the Restricted Subsidiaries in a Person that is engaged in a Similar Business if as a
result of such Investment: 
 (a) such Person becomes a Restricted Subsidiary; or 
 (b) such Person, in one transaction or a series of related transactions, is merged or consolidated with or into, or transfers or conveys
substantially all of its assets to, or is liquidated into, a Covenant Party or a Restricted Subsidiary, 
 and, in each case, any Investment
held by such Person; provided, that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer; 
 (4) any Investment in securities or other assets not constituting cash, Cash Equivalents or Investment Grade Securities and received in
connection with an Asset Sale made pursuant to the provisions of Section 4.10 hereof or any other disposition of assets not constituting an Asset Sale; 
 (5) any Investment existing on August 9, 2006 or made pursuant to binding commitments in effect on August 9, 2006 or an
Investment consisting of any extension, modification or renewal of any Investment existing on August 9, 2006; provided that the amount of any such Investment may be increased (x) as required by the terms of such Investment as in
existence on August 9, 2006 or (y) as otherwise permitted under this Indenture; 
  

 -21- 








 (6) any Investment acquired by a Covenant Party or any of the Restricted Subsidiaries:

 (a) in exchange for any other Investment or accounts receivable held by such Covenant Party or any such Restricted
Subsidiary in connection with or as a result of a bankruptcy workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable; or 
 (b) as result of a foreclosure by a Covenant Party or any of the Restricted Subsidiaries with respect to any secured Investment or other
transfer of title with respect to any secured Investment in default; 
 (7) Hedging Obligations permitted under
clause (9) of Section 4.09(b) hereof; 
 (8) any Investment in a Similar Business having an aggregate fair market
value, taken together with all other Investments made pursuant to this clause (8) or prior to the Issue Date pursuant to the similar provision of the Existing Senior Notes Indenture (without duplication) that are at that time outstanding, not
to exceed 2.5% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); 
 (9) Investments the payment for which consists of Equity Interests (exclusive of Disqualified Stock) of a Covenant Party or any of their
respective direct or indirect parent companies; provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under clause (3) of Section 4.07(a) hereof; 
 (10) guarantees of Indebtedness permitted under Section 4.09 hereof; 
 (11) any transaction to the extent it constitutes an Investment that is permitted and made in accordance with the provisions of
Section 4.11(b) hereof (except transactions described in clauses (2), (5) and (9) of Section 4.11(b) hereof); 
 (12) Investments consisting of purchases and acquisitions of inventory, supplies, material or equipment; 
 (13)
additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (13) or prior to the Issue Date pursuant to the similar provision of the Existing Senior Notes Indenture
(without duplication) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities), not to exceed 2.5% of Total Assets at
the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); 
 (14) Investments relating to a Receivables Subsidiary that, in the good faith determination of the Issuers are necessary or advisable to
effect any Receivables Facility; 
 (15) advances to, or guarantees of Indebtedness of, employees not in excess of
$15.0 million outstanding at any one time, in the aggregate; 
 (16) loans and advances to officers, directors and
employees for business-related travel expenses, moving expenses and other similar expenses, in each case incurred in the ordinary course of business or consistent with past practices or to fund such Person’s purchase of Equity Interests of the
Issuers or any direct or indirect parent company thereof; and 
  

 -22- 








 (17) Investments in joint ventures in an aggregate amount not to exceed
$25.0 million outstanding at any one time, in the aggregate. 
 “Permitted Liens” means, with respect to any Person:

 (1) pledges or deposits by such Person under workmen’s compensation laws, unemployment insurance laws or similar
legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits
of cash or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business;

 (2) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not
yet overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal
or other proceedings for review if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP; 
 (3) Liens for taxes, assessments or other governmental charges not yet overdue for a period of more than 30 days or payable or subject to penalties for nonpayment or which are being contested in good faith by
appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP; 
 (4) Liens in favor of issuers of performance and surety bonds or bid bonds or with respect to other regulatory requirements or letters of credit issued pursuant to the request of and for the account of such Person in
the ordinary course of its business; 
 (5) minor survey exceptions, minor encumbrances, easements or reservations of, or
rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental, to the conduct of the business of
such Person or to the ownership of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of
the business of such Person; 
 (6) Liens securing Indebtedness permitted to be incurred pursuant to clause (4), (11)(b),
(17) or (18) of Section 4.09(b) hereof; provided that Liens securing Indebtedness permitted to be incurred pursuant to clause (17) extend only to the assets of Foreign Subsidiaries and Liens securing Indebtedness permitted
to be incurred pursuant to clause (18) are solely on acquired property or assets of the acquired entity, as the case may be; 
 (7) Liens existing on August 9, 2006; 
 (8) Liens on property or shares of stock of a Person at the time such
Person becomes a Subsidiary; provided, however, such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further, however, that such
Liens may not extend to any other property owned by a Covenant Party or any of the Restricted Subsidiaries; 
  

 -23- 








 (9) Liens on property at the time a Covenant Party or a Restricted Subsidiary acquired
the property, including any acquisition by means of a merger or consolidation with or into a Covenant Party or any of the Restricted Subsidiaries; provided, however, that such Liens are not created or incurred in connection with, or in
contemplation of, such acquisition; provided, further, however, that the Liens may not extend to any other property owned by a Covenant Party or any of the Restricted Subsidiaries; 
 (10) Liens securing Indebtedness or other obligations of a Covenant Party or a Restricted Subsidiary owing to a Covenant Party or another
Restricted Subsidiary permitted to be incurred in accordance with Section 4.09 hereof; 
 (11) Liens securing Hedging
Obligations so long as, in the case of Hedging Obligations related to interest, the related Indebtedness is, and is permitted to be under this Indenture, secured by a Lien on the same property securing such Hedging Obligations; 
 (12) Liens on specific items of inventory of other goods and proceeds of any Person securing such Person’s obligations in respect of
bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods; 
 (13) leases, subleases, licenses or sublicenses granted to others in the ordinary course of business which do not materially interfere
with the ordinary conduct of the business of the Covenant Parties or any of the Restricted Subsidiaries and do not secure any Indebtedness; 
 (14) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Covenant Parties and the Restricted Subsidiaries in the ordinary course of business;

 (15) Liens in favor of an Issuer or any Restricted Guarantor; 
 (16) Liens on equipment of a Covenant Party or any of the Restricted Subsidiaries granted in the ordinary course of business; 

(17) Liens on accounts receivable and related assets incurred in connection with a Receivables Facility; 
 (18) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions,
renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8) and (9); provided, however, that (a) such new Lien shall be limited to all or part
of the same property that secured the original Lien (plus improvements on such property), and (b) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal
amount or, if greater, committed amount of the Indebtedness described under clauses (6), (7), (8) and (9) at the time the original Lien became a Permitted Lien under this Indenture, and (ii) an amount necessary to pay any fees and
expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement; 
  

 -24- 








 (19) deposits made in the ordinary course of business to secure liability to insurance
carriers; 
 (20) other Liens securing obligations incurred in the ordinary course of business which obligations do not exceed
$50.0 million at any one time outstanding; 
 (21) Liens securing judgments for the payment of money not constituting an Event
of Default under clause (5) under Section 6.01 hereof so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or
the period within which such proceedings may be initiated has not expired; 
 (22) Liens in favor of customs and revenue
authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business; 
 (23) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity
brokerage accounts incurred in the ordinary course of business, and (iii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in
the banking industry; 
 (24) Liens deemed to exist in connection with Investments in repurchase agreements permitted under
Section 4.09 hereof; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement; 
 (25) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and
not for speculative purposes; and 
 (26) Liens that are contractual rights of set-off (i) relating to the establishment
of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Covenant Parties or any of the Restricted Subsidiaries to permit satisfaction of overdraft or
similar obligations incurred in the ordinary course of business of the Covenant Parties and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Covenant Parties or any of the
Restricted Subsidiaries in the ordinary course of business. 
 For purposes of this definition, the term “Indebtedness” shall be
deemed to include interest on and the costs in respect of such Indebtedness. 
 “Person” means any individual, corporation,
limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity. 
 “Preferred Stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or
winding up. 
 “Private Placement Legend” means the legend set forth in Section 2.06(g)(i) hereof to be placed on all
Notes issued under this Indenture, except where otherwise permitted by the provisions of this Indenture. 
  

 -25- 








 “QIB” means a “qualified institutional buyer” as defined in Rule 144A.

 “Qualified Proceeds” means assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar
Business; provided that the fair market value of any such assets or Capital Stock shall be determined by the Issuers in good faith. 
 “Rating Agencies” means Moody’s and S&P or if Moody’s or S&P or both shall not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may
be, selected by the Issuers which shall be substituted for Moody’s or S&P or both, as the case may be. 
 “Receivables
Facility” means any of one or more receivables financing facilities as amended, supplemented, modified, extended, renewed, restated or refunded from time to time, the Obligations of which are non-recourse (except for customary
representations, warranties, covenants and indemnities made in connection with such facilities) to the Covenant Parties or any of the Restricted Subsidiaries (other than a Receivables Subsidiary) pursuant to which the Covenant Parties or any of the
Restricted Subsidiaries sells their accounts receivable to either (a) a Person that is not a Restricted Subsidiary or (b) a Receivables Subsidiary that in turn sells its accounts receivable to a Person that is not a Restricted Subsidiary.

 “Receivables Fees” means distributions or payments made directly or by means of discounts with respect to any accounts
receivable or participation interest therein issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Facility. 
 “Receivables Subsidiary” means any Subsidiary formed for the purpose of, and that solely engages only in one or more Receivables
Facilities and other activities reasonably related thereto. 
 “Record Date” for the interest or Additional Interest, if
any, payable on any applicable Interest Payment Date means April 15 or October 15 (whether or not a Business Day) next preceding such Interest Payment Date. 
 “Registration Rights Agreement” means the Registration Rights Agreement with respect to the Notes dated as of the Issue Date, among the Issuers, the Guarantors and the Initial Purchasers, as such
agreement may be amended, modified or supplemented from time to time and, with respect to any Additional Notes, one or more registration rights agreements between the Issuers and the other parties thereto, as such agreement(s) may be amended,
modified or supplemented from time to time, relating to rights given by the Issuers to the purchasers of Additional Notes to register such Additional Notes under the Securities Act. 
 “Regulation S” means Regulation S promulgated under the Securities Act. 
 “Regulation S Global Note” means a Global Note in the form of Exhibit A hereto bearing the Global Note Legend, the OID
Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 903.

 “Related Business Assets” means assets (other than cash or Cash Equivalents) used or useful in a Similar Business,
provided that any assets received by the Covenant Parties or a Restricted Subsidiary in exchange for assets transferred by the Covenant Parties or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of
securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary. 
  

 -26- 








 “Responsible Officer” means, when used with respect to the Trustee, any officer within
the corporate trust department of the Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those
performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such Person’s knowledge of and familiarity with the particular subject and who shall have direct
responsibility for the administration of this Indenture. 
 “Restricted Cash” means cash and Cash Equivalents held by
Restricted Subsidiaries that is contractually restricted from being distributed to the Covenant Parties, except for such restrictions that are contained in agreements governing Indebtedness permitted under this Indenture and that is secured by such
cash or Cash Equivalents. 
 “Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend.

 “Restricted Global Note” means a Global Note bearing the Private Placement Legend. 
 “Restricted Guarantor” means a Guarantor that is a Covenant Party or a Restricted Subsidiary. 
 “Restricted Investment” means an Investment other than a Permitted Investment. 
 “Restricted Period” means the 40-day distribution compliance period as defined in Regulation S. 
 “Restricted Subsidiary” means, at any time, each direct and indirect Subsidiary of each Covenant Party (including any Foreign
Subsidiary) that is not an Issuer or that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in
the definition of “Restricted Subsidiary.” 
 “Rule 144” means Rule 144 promulgated under the Securities Act.

 “Rule 144A” means Rule 144A promulgated under the Securities Act. 
 “Rule 903” means Rule 903 promulgated under the Securities Act. 
 “Rule 904” means Rule 904 promulgated under the Securities Act. 
 “S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency
business. 
 “Sale and Lease-Back Transaction” means any arrangement providing for the leasing by a Covenant Party or any of
the Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by such Covenant Party or such Restricted Subsidiary to a third Person in contemplation of such leasing. 
 “SEC” means the U.S. Securities and Exchange Commission. 
  


 -27- 








 “Secured Indebtedness” means any Indebtedness of a Covenant Party or any of the
Restricted Subsidiaries secured by a Lien. 
 “Securities Act” means the Securities Act of 1933, as amended, and the rules
and regulations of the SEC promulgated thereunder. 
 “Senior Credit Facilities” means the Credit Facility under the Credit
Agreement entered into as of August 9, 2006 by and among the Issuers, the Guarantors, the lenders party thereto in their capacities as lenders thereunder and Citibank, N.A., as Administrative Agent including any guarantees, collateral
documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements, refundings or refinancings thereof and any indentures or credit facilities or commercial
paper facilities with banks or other institutional lenders or investors that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing
facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under Section 4.09 hereof). 
 “Senior Indebtedness” means: 
 (1) all Indebtedness of the Issuers or any Guarantor outstanding under the Senior Credit Facilities, the Existing Senior Notes or Notes and related Guarantees (including interest accruing on or after the filing of any
petition in bankruptcy or similar proceeding or for reorganization of the Issuers or any Guarantor (at the rate provided for in the documentation with respect thereto, regardless of whether or not a claim for post-filing interest is allowed in such
proceedings)), and any and all other fees, expense reimbursement obligations, indemnification amounts, penalties, and other amounts (whether existing on the Issue Date or thereafter created or incurred) and all obligations of the Issuers or any
Guarantor to reimburse any bank or other Person in respect of amounts paid under letters of credit, acceptances or other similar instruments; 
 (2) all Hedging Obligations (and guarantees thereof) owing to a Lender (as defined in the Senior Credit Facilities) or any Affiliate of such Lender (or any Person that was a Lender or an Affiliate of such Lender at
the time the applicable agreement giving rise to such Hedging Obligation was entered into), provided that such Hedging Obligations are permitted to be incurred under the terms of this Indenture; 
 (3) any other Indebtedness of the Issuers or any Guarantor permitted to be incurred under the terms of this Indenture, unless the
instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the Notes or any related Guarantee; and 
 (4) all Obligations with respect to the items listed in the preceding clauses (1), (2) and (3); 
 provided, however, that Senior Indebtedness shall not include: 
 (a) any obligation of such Person to the Covenant Parties or any of their respective Subsidiaries; 
 (b) any liability for federal, state, local or other taxes owed or owing by such Person; 
  

 -28- 








 (c) any accounts payable or other liability to trade creditors arising in the ordinary
course of business; provided that obligations incurred pursuant to the Credit Facilities shall not be excluded pursuant to this clause (c); 
 (d) any Indebtedness or other Obligation of such Person which is subordinate or junior in any respect to any other Indebtedness or other Obligation of such Person; or 
 (e) that portion of any Indebtedness which at the time of incurrence is incurred in violation of this Indenture. 
 “Senior Subordinated Discount Notes” means the Issuers’ 12 1/2% Senior Subordinated Discount Notes due 2016 issued on August 9, 2006. 
 “Shelf Registration Statement” means the Shelf Registration Statement as defined in the Registration Rights Agreement. 
 “Significant Party” means any Guarantor or Restricted Subsidiary that would be a “significant subsidiary” as defined in
Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on August 9, 2006. 
 “Similar Business” means any business conducted or proposed to be conducted by the Covenant Parties and the Restricted Subsidiaries on August 9, 2006 or any business that is similar, reasonably related, incidental or
ancillary thereto. 
 “Sponsor Management Agreements” means the advisory agreements between each of ACN and VNU, Inc. and
Valcon, in each case as in effect on August 9, 2006 and giving effect to amendments thereto that, taken as a whole, are not materially adverse to the interests of the Holders of the Notes. 
 “Sterling Notes” means the £149 million 5.63% Senior Notes due 2010 of Parent. 
 “Subordinated Indebtedness” means, 
 (1) any Indebtedness of the Issuers which is by its terms subordinated in right of payment to the Notes, and 
 (2) any Indebtedness of any Guarantor which is by its terms subordinated in right of payment to the Guarantee of such entity of the Notes. 
 “Subsidiary” means, with respect to any Person: 
 (1) any corporation,
association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination
thereof; and 
  

 -29- 








 (2) any partnership, joint venture, limited liability company or similar entity of which

 (x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited
partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited
partnership or otherwise, and 
 (y) such Person or any Restricted Subsidiary of such Person is a controlling general partner
or otherwise controls such entity. 
 “Total Assets” means total assets of the Covenant Parties and the Restricted
Subsidiaries on a consolidated basis, shown on the most recent balance sheet of the Covenant Parties and the Restricted Subsidiaries as may be expressly stated without giving effect to any amortization of the amount of intangible assets since
August 9, 2006; provided that in no event shall the Transactions Intercompany Obligations constitute part of Total Assets. 
 “Transactions” means the transactions described under “Offering Memorandum Summary—The Transactions” in the Original Offering Memorandum. 
 “Transactions Intercompany Obligations” means any intercompany loan made by a Covenant Party or a Restricted Subsidiary to a Parent
outstanding on August 9, 2006 or made for the purpose of consummating the Transactions. 
 “Treasury Rate” means, as of
any Redemption Date, the yield to maturity as of such Redemption Date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become
publicly available at least two Business Days prior to the Redemption Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the Redemption Date to
May 1, 2013; provided, however, that if the period from the Redemption Date to May 1, 2013 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity
of one year will be used. 
 “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended (15 U.S.C.
§§ 77aaa-777bbbb). 
 “Trustee” means Law Debenture Trust Company of New York, as trustee, until a successor
replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder. 
 “Unrestricted Definitive Note” means one or more Definitive Notes that do not bear and are not required to bear the Private Placement Legend. 
 “Unrestricted Global Note” means a permanent Global Note, substantially in the form of Exhibit A attached hereto that bears the Global Note Legend and the OID Legend and that has the
“Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or on behalf of and registered in the name of the Depositary, representing Notes that do not bear the Private Placement Legend.

  

 -30- 








 “Unrestricted Subsidiary” means: 
 (1) any Subsidiary of a Covenant Party which at the time of determination is an Unrestricted Subsidiary (as designated by the Issuers, as
provided below); 
 (2) any Subsidiary of an Unrestricted Subsidiary; and 
 (3) from August 9, 2006 through the date on which they were redesignated as Restricted Subsidiaries under the Existing Senior Notes
Indenture each of NetRatings, Inc. and BuzzMetrics, Inc. 
 The Issuers may designate any Subsidiary of a Covenant Party (including any
existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, a
Covenant Party or any Restricted Subsidiary of a Covenant Party (other than solely any Unrestricted Subsidiary of the Subsidiary to be so designated); provided that 
 (1) any Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may
be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned, directly or indirectly, by a Covenant Party; 
 (2) such designation complies with Section 4.07 hereof; and 
 (3) each of: 
 (a) the Subsidiary to be so designated; and 
 (b) its Subsidiaries 
 has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable
with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of any Covenant Party or any Restricted Subsidiary. 
 The Issuers may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, no Default shall have occurred and be continuing and either: 
 (1) the Issuers could incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test described in
Section 4.09(a) hereof; or 
 (2) the Consolidated Leverage Ratio for the Covenant Parties and the Restricted
Subsidiaries would be less than such ratio immediately prior to such designation, 
 in each case on a pro forma basis taking into account such
designation. 
 Any such designation by the Issuers shall be notified by the Issuers to the Trustee by promptly filing with the Trustee a
copy of the resolution of the board of directors of the Issuers or any committee thereof giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions. 
  

 -31- 








 “U.S. Dollar Equivalent” means, with respect to any monetary amount in a currency other
than U.S. dollars, at any time for the determination thereof, the amount of U.S. dollars obtained by converting such foreign currency involved in such computation into U.S. dollars at the spot rate for the purchase of U.S. dollars with the
applicable foreign currency as quoted by Reuters at approximately 10:00 A.M. (New York City time) on such date of determination (or if no such quote is available on such date, on the immediately preceding Business Day for which such a quote is
available). 
 “U.S. Person” means a U.S. person as defined in Rule 902(k) under the Securities Act. 
 “VNU HF” means Nielsen Holding and Finance B.V. (f/k/a VNU Holding and Finance B.V.). 
 “VNU Senior Discount Notes” means the 11 1/8% Senior Discount Notes due 2016 issued by Parent on August 9, 2006. 
 “Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election
of the board of directors of such Person. 
 “Weighted Average Life to Maturity” means, when applied to any Indebtedness,
Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing: 
 (1) the sum of
the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied
by the amount of such payment; by 
 (2) the sum of all such payments. 
 “Wholly-Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Equity Interests of which (other than
directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person. 
 Section 1.02 Other Definitions. 
  

			
	 Term
	  	Defined in
Section
	 “Acceptable Commitment”
	  	4.10
	 “Affiliate Transaction”
	  	4.11
	 “Asset Sale Offer”
	  	4.10
	 “Authentication Order”
	  	2.02
	 “Base Currency”
	  	12.17
	 “Change of Control Offer”
	  	4.14
	 “Change of Control Payment”
	  	4.14
	 “Change of Control Payment Date”
	  	4.14
	 “Covenant Defeasance”
	  	8.03
	 “Covenant Suspension Event”
	  	4.16
	 “DTC”
	  	2.03
	 “Event of Default”
	  	6.01
	 “Excess Proceeds”
	  	4.10
	 “incur”
	  	4.09
	 “Judgment Currency”
	  	12.17

  

 -32- 









			
	 Term
	  	Defined in
Section
	 “Legal Defeasance”
	  	8.02
	 “Note Register”
	  	2.03
	 “Offer Amount”
	  	3.09
	 “Offer Period”
	  	3.09
	 “Pari Passu Indebtedness”
	  	4.10
	 “Paying Agent”
	  	2.03
	 “Prohibition”
	  	10.07
	 “Purchase Date”
	  	3.09
	 “Redemption Date”
	  	3.07
	 “Refinancing Indebtedness”
	  	4.09
	 “Refunding Capital Stock”
	  	4.07
	 “Registrar”
	  	2.03
	 “Restricted Payments”
	  	4.07
	 “Reversion Date”
	  	4.16
	 “Second Commitment”
	  	4.10
	 “Successor Company”
	  	5.01
	 “Successor Person”
	  	5.01
	 “Suspended Covenant”
	  	4.16
	 “Suspension Period”
	  	4.16
	 “Treasury Capital Stock”
	  	4.07

 Section 1.03 Incorporation by Reference of Trust Indenture Act. 
 Whenever this Indenture refers to a provision of the Trust Indenture Act, the provision is incorporated by reference in and made a part of this Indenture.

 The following Trust Indenture Act terms used in this Indenture have the following meanings: 
 “indenture securities” means the Notes; 
 “indenture security holder” means a Holder of a Note; 
 “indenture to be qualified” means this Indenture; 
 “indenture trustee” or “institutional trustee” means the Trustee; and 
 “obligor” on the Notes and the Guarantees means the Issuers and the Guarantors, respectively, and any successor obligor upon the
Notes and the Guarantees, respectively. 
 All other terms used in this Indenture that are defined by the Trust Indenture Act, defined by
Trust Indenture Act reference to another statute or defined by SEC rule under the Trust Indenture Act have the meanings so assigned to them. 
  

 -33- 








 Section 1.04 Rules of Construction. 
 Unless the context otherwise requires: 
 (a) a term has the meaning assigned to it;

 (b) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; 
 (c) “or” is not exclusive; 
 (d) words in the singular include the plural, and in the plural include the singular; 
 (e)
“will” shall be interpreted to express a command; 
 (f) provisions apply to successive events and transactions;

 (g) references to sections of, or rules under, the Securities Act shall be deemed to include substitute, replacement or
successor sections or rules adopted by the SEC from time to time; 
 (h) unless the context otherwise requires, any reference
to an “Article,” “Section” or “clause” refers to an Article, Section or clause, as the case may be, of this Indenture; and 
 (i) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not any particular Article, Section, clause or other subdivision.

 Section 1.05 Acts of Holders. 
 (a) Any
request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such
Holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby
expressly required, to the Issuers. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, shall be sufficient for any purpose of this Indenture and (subject to Section 7.01)
conclusive in favor of the Trustee and the Issuers, if made in the manner provided in this Section 1.05. 
 (b) The fact and date of the
execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that
the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by or on behalf of any legal entity other than an individual, such certificate or affidavit shall also constitute proof of the
authority of the Person executing the same. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that the Trustee deems sufficient.

 (c) The ownership of Notes shall be proved by the Note Register. 
  

 -34- 








 (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder
of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of any action taken, suffered or omitted by the Trustee
or the Issuers in reliance thereon, whether or not notation of such action is made upon such Note. 
 (e) The Issuers may, in the
circumstances permitted by the Trust Indenture Act, set a record date for purposes of determining the identity of Holders entitled to give any request, demand, authorization, direction, notice, consent, waiver or take any other act, or to vote or
consent to any action by vote or consent authorized or permitted to be given or taken by Holders. Unless otherwise specified, if not set by the Issuers prior to the first solicitation of a Holder made by any Person in respect of any such action, or
in the case of any such vote, prior to such vote, any such record date shall be the later of 30 days prior to the first solicitation of such consent or the date of the most recent list of Holders furnished to the Trustee prior to such solicitation.

 (f) Without limiting the foregoing, a Holder entitled to take any action hereunder with regard to any particular Note may do so with
regard to all or any part of the principal amount of such Note or by one or more duly appointed agents, each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or action taken by
a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. 
 (g) Without limiting the generality of the foregoing, a Holder, including DTC, that is a Holder of a Global Note, may make, give or take, by a proxy or
proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders, and DTC as the Holder of a Global Note may provide its proxy
or proxies to the beneficial owners of interests in any such Global Note through such depositary’s standing instructions and customary practices. 
 (h) The Issuers may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by DTC entitled under the procedures of such depositary to make, give or
take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the
Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such request, demand, authorization, direction, notice, consent, waiver or other action, whether or not such Holders
remain Holders after such record date. No such request, demand, authorization, direction, notice, consent, waiver or other action shall be valid or effective if made, given or taken more than 90 days after such record date. 
 ARTICLE 2 
 THE NOTES 
 Section 2.01 Form and Dating; Terms. 
 (a)
General. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rules or usage. Each
Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. 
  

 -35- 








 (b) Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A
attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A
attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified
in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate
principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the
aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

 (c) [Reserved.] 
 (d)
Terms. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited. 
 The terms
and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuers, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and
provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. 
 The Notes shall be subject to repurchase by the Issuers pursuant to an Asset Sale Offer as provided in Section 4.10 hereof or a Change of Control
Offer as provided in Section 4.14 hereof. The Notes shall not be redeemable, other than as provided in Article 3. 
 Additional Notes
ranking pari passu with the Initial Notes may be created and issued from time to time by the Issuers without notice to or consent of the Holders and shall be consolidated with and form a single class with the Initial Notes and shall have the
same terms as to status, redemption or otherwise as the Initial Notes; provided that the Issuers’ ability to issue Additional Notes shall be subject to the Issuers’ compliance with Section 4.09 hereof. Any Additional Notes
shall be issued with the benefit of an indenture supplemental to this Indenture. 
 (e) Euroclear and Clearstream Procedures
Applicable. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer
Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Global Notes that are held by Participants through Euroclear or Clearstream. 
 Section 2.02 Execution and Authentication. 
 At least one Officer of each of the Issuers shall execute
the Notes on behalf of the Issuers by manual or facsimile signature. 
 If an Officer whose signature is on a Note no longer holds that
office at the time a Note is authenticated, the Note shall nevertheless be valid. 
  

 -36- 








 A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any
purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual or facsimile signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered
under this Indenture. 
 On the Issue Date, the Trustee shall, upon receipt of an Issuer Order (an “Authentication Order”),
authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes and Exchange Notes for an aggregate principal amount specified in
such Authentication Order for such Additional Notes or Exchange Notes issued hereunder. 
 The Trustee may appoint an authenticating agent
acceptable to the Issuers to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Issuers. 
 Section 2.03 Registrar and Paying Agent.

 The Issuers shall maintain (i) an office or agency where Notes may be presented for registration of transfer or for exchange
(“Registrar”) and (ii) an office or agency in the Borough of Manhattan, the City of New York, the State of New York, where Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a
register of the Notes (“Note Register”) and of their transfer and exchange. The Issuers may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar. The
Issuers shall maintain a registrar in the Borough of Manhattan, City of New York, the State of New York. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuers initially appoint DBTCA as
(i) Registrar and Paying Agent in connection with the Notes and (ii) the Custodian with respect to the Global Notes. The Issuers may change the Paying Agent or Registrar without prior notice to any Holder. The Issuers shall notify the
Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuers fail to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Covenant Parties or any of their
respective Subsidiaries may act as Paying Agent or Registrar. All Agents appointed under this Indenture shall be appointed pursuant to agency agreements among the Issuers, the Trustee and the Agent, as applicable. 
 The Issuers initially appoint The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. 
 Section 2.04 Paying Agent to Hold Money in Trust. 
 The Issuers shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal,
premium, if any, or Additional Interest, if any, or interest on the Notes, and will notify the Trustee of any default by the Issuers in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all
money held by it to the Trustee. The Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than a Covenant Party or one of their respective
Subsidiaries) shall have no further liability for the money. If a Covenant Party or one of their respective Subsidiaries acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it
as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to a Covenant Party, DBTCA shall serve as Paying Agent. 
  

 -37- 








 Section 2.05 Holder Lists. 
 The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with Trust Indenture Act
Section 312(a). If the Trustee is not the Registrar, the Issuers shall furnish to the Trustee at least two Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as
of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes and the Issuers shall otherwise comply with Trust Indenture Act Section 312(a). 
 Section 2.06 Transfer and Exchange. 
 (a) Transfer and Exchange of Global Notes. Except as
otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto or a nominee of such successor. A beneficial interest in a Global Note
shall be exchangeable for a Definitive Note if (x) the Depositary notifies the Issuers that it is unwilling or unable to continue as Depositary for such Global Note, (y) the Depositary has ceased to be a clearing agency registered under
the Exchange Act, and, in either case, a successor Depositary is not appointed by the Issuers within 120 days, or (z) there shall have occurred and be continuing an Event of Default with respect to such Global Note. Upon the occurrence of any
of the preceding events in (x) or (y) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of
the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a
Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the
preceding events in (x) or (y) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial
interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof. 
 (b)
Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary, in accordance with the provisions of this Indenture and the
Applicable Procedures. Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Beneficial interests in Global Notes shall be
transferred or exchanged only for beneficial interests in Global Notes pursuant to this clause (b). Transfers of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i) or (ii) below, as
applicable, as well as one or more of the other following subparagraphs, as applicable: 
 (i) Transfer of Beneficial
Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer
restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in a Regulation S Global Note may not be made to a U.S. Person or for
the account or benefit of a U.S. Person (other than an Initial Purchaser). Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global
Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(i). 
  

 -38- 








 (ii) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In
connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(i) hereof, the transferor of such beneficial interest must deliver to the Registrar either (A) (1) a written order from a
Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing such Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial
interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase or (B) (1) a written order from
a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing such Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or
exchanged and (2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1). Upon consummation
of an Exchange Offer by the Issuers in accordance with Section 2.06(f) hereof, the requirements of this Section 2.06(b)(ii) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of
Transmittal delivered by the Holder of such beneficial interests in the Restricted Global Notes. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes
or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof. 
 (iii) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may
be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(ii) hereof and the Registrar receives the following:

 (A) if the transferee will take delivery in the form of a beneficial interest in a 144A Global Note, then the transferor
must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; or 
 (B) if the transferee will take delivery in the form of a beneficial interest in a Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item
(2) thereof. 
 (iv) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial
Interests in an Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any Holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof
in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(ii) hereof and: 
 (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the
holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating
in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuers; 
  

 -39- 








 (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance
with the Registration Rights Agreement; 
 (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer
Registration Statement in accordance with the Registration Rights Agreement; or 
 (D) the Registrar receives the following:

 (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest
for a beneficial interest in an Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or 
 (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who
shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; 
 and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel
in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in
order to maintain compliance with the Securities Act. 
 If any such transfer is effected pursuant to subparagraph (B) or (D) above
at a time when an Unrestricted Global Note has not yet been issued, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global
Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above. 
 Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note. 
 (c) Transfer or Exchange of Beneficial Interests for Definitive Notes. Beneficial interests in Global Notes shall be exchanged only for Definitive
Notes pursuant to this clause (c). 
 (i) Beneficial Interests in Restricted Global Notes to Restricted Definitive
Notes. If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form
of a Restricted Definitive Note, then, upon the occurrence of any of the events in paragraph (i) or (ii) of Section 2.06(a) hereof and receipt by the Registrar of the following documentation: 
 (A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted
Definitive Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof; 
  

 -40- 








 (B) if such beneficial interest is being transferred to a QIB in accordance with Rule
144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof; 
 (C) if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto,
including the certifications in item (2) thereof; 
 (D) if such beneficial interest is being transferred pursuant to an
exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof; 
 (E) if such beneficial interest is being transferred to a Covenant Party or any of their Restricted Subsidiaries, a certificate
substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or 
 (F) if
such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item
(3)(c) thereof, 
 the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly
pursuant to Section 2.06(h) hereof, and the Issuers shall execute and the Trustee shall authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount. Any Definitive Note issued in
exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall
instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in
exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(i) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein. 
 (ii) [Reserved.] 
 (iii) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may
transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events in subsection (i) or (ii) of Section 2.06(a) hereof and if:

 (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights
Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person
participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuers; 
 (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; 
 (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration
Rights Agreement; or 
  

 -41- 








 (D) the Registrar receives the following: 
 (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an
Unrestricted Definitive Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or 
 (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who
shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof; 
 and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel
in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in
order to maintain compliance with the Securities Act. 
 (iv) Beneficial Interests in Unrestricted Global Notes to
Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery
thereof in the form of a Definitive Note, then, upon the occurrence of any of the events in subsection (i) or (ii) of Section 2.06(a) hereof and satisfaction of the conditions set forth in Section 2.06(b)(ii) hereof, the Trustee
shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuers shall execute and the Trustee shall authenticate and mail to the Person designated in the
instructions a Definitive Note in the applicable principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall be registered in such name or names and in such authorized
denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from or through the Depositary and the Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to the
Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall not bear the Private Placement Legend. 
 (d) Transfer and Exchange of Definitive Notes for Beneficial Interests. Restricted Definitive Notes shall be exchanged only for beneficial
interests in Restricted Global Notes pursuant to this clause (d). 
 (i) Restricted Definitive Notes to Beneficial
Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Note to a Person who takes
delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation: 
 (A) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder substantially in the form of
Exhibit C hereto, including the certifications in item (2)(b) thereof; 
 (B) if such Restricted Definitive
Note is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof; 
  

 -42- 








 (C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an
offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof; 
 (D) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities
Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof; 
 (E) if such Restricted Definitive Note is being transferred to a Covenant Party or any of the Restricted Subsidiaries, a certificate
substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or 
 (F)
if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item
(3)(c) thereof, 
 the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal
amount of, in the case of clause (A) above, the applicable Restricted Global Note, in the case of clause (B) above, the applicable 144A Global Note, and in the case of clause (C) above, the applicable Regulation S Global Note.

 (ii) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted
Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note
only if: 
 (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration
Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution
of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuers; 
 (B) such transfer
is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; 
 (C) such
transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or 
 (D) the Registrar receives the following: 
 (1) if the Holder of such Definitive Notes
proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or

 (2) if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in
the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof; 
  

 -43- 








 and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the
Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and
in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. 
 Upon satisfaction of the
conditions of any of the subparagraphs in this Section 2.06(d)(ii), the Trustee shall cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note. 
 (iii) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive
Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon
receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes. 
 If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraph (ii)(B), (ii)(D) or
(iii) above at a time when an Unrestricted Global Note has not yet been issued, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred. 
 (e)
Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar shall register the transfer or
exchange of Definitive Notes. Definitive Notes shall be exchanged only for Definitive Notes pursuant to this clause (e). Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the
Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder shall provide
any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e): 
 (i) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted
Definitive Note if the Registrar receives the following: 
 (A) if the transfer will be made pursuant to a QIB in accordance
with Rule 144A, then the transferor must deliver a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof; 
 (B) if the transfer will be made pursuant to Rule 903 or Rule 904 then the transferor must deliver a certificate in the form of
Exhibit B hereto, including the certifications in item (2) thereof; or 
 (C) if the transfer will be made
pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications required by item (3) thereof, if
applicable. 
  

 -44- 








 (ii) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted
Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: 
 (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the
Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or
(3) a Person who is an affiliate (as defined in Rule 144) of the Issuers; 
 (B) any such transfer is effected pursuant
to the Shelf Registration Statement in accordance with the Registration Rights Agreement; 
 (C) any such transfer is effected
by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or 
 (D) the Registrar receives the following: 
 (1) if the Holder of such Restricted Definitive Notes proposes to
exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or 
 (2) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the
form of an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof; 
 and, in each such case set forth in this subparagraph (D), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the
Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with
the Securities Act. 
 (iii) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted
Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes
pursuant to the instructions from the Holder thereof. 
 (f) Exchange Offer. Upon the occurrence of the Exchange Offer
in accordance with the Registration Rights Agreement, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate (i) one or more Unrestricted Global Notes in
an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not
Broker-Dealers, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Issuers, and accepted for exchange in the Exchange Offer and (ii) Unrestricted
Definitive Notes in an aggregate 

  

 -45- 








 
principal amount equal to the principal amount of the Restricted Definitive Notes tendered for acceptance by Persons that certify in the applicable Letters
of Transmittal that (x) they are not Broker-Dealers, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Issuers, and accepted for exchange in the
Exchange Offer. Concurrently with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Issuers shall execute and the Trustee shall
authenticate and mail to the Persons designated by the Holders of Definitive Notes so accepted Unrestricted Definitive Notes in the applicable principal amount. Any Notes that remain outstanding after the consummation of the Exchange Offer, and
Exchange Notes issued in connection with the Exchange Offer, shall be treated as a single class of securities under this Indenture. 
 (g)
Legends. The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture: 
 (i) Private Placement Legend. 
 (A) Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the
following form: 
 “THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A
“QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT,
(2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUERS OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED
INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (D) PURSUANT TO THE EXEMPTION FROM
REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUERS SO REQUEST), OR
(F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE
TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.” 
  

 -46- 








 (B) Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to
subparagraph (b)(iv), (c)(iii), (c)(iv), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend. 
 (ii) Global Note Legend. Each Global Note shall bear a legend in substantially the following form: 
 “THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE
BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06(h) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A
SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.” 
 (iii) OID Legend. Each Note shall bear a legend in substantially the following form: 
 FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS NOTE WAS ISSUED WITH “ORIGINAL ISSUE
DISCOUNT”, FOR EACH $1,000 PRINCIPAL AMOUNT AT STATED MATURITY OF THIS NOTE, THE ISSUE PRICE IS $921.73, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS $78.27, THE ISSUE DATE IS MAY 1, 2009 AND THE YIELD TO MATURITY IS 13.250% PER ANNUM. THE ISSUERS
WILL PROMPTLY MAKE AVAILABLE TO 

  

 -47- 








 
THE HOLDER HEREOF INFORMATION REGARDING THE ISSUE PRICE, ISSUE DATE, YIELD TO MATURITY, AMOUNT OF ORIGINAL ISSUE DISCOUNT (AND ANY OTHER INFORMATION REQUIRED
TO BE MADE AVAILABLE TO THE HOLDER PURSUANT TO U.S. TREASURY REGULATIONS), UPON THE WRITTEN REQUEST OF SUCH HOLDER DIRECTED TO THE ISSUERS, C/O THE NIELSEN COMPANY, 770 BROADWAY, NEW YORK, NEW YORK 10003, ATTENTION: CHIEF FINANCIAL OFFICER.

 (h) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been
exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.11
hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and
if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall
be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase. 
 (i) General
Provisions Relating to Transfers and Exchanges. 
 (i) To permit registrations of transfers and exchanges, the Issuers
shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request. 
 (ii) No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any
registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge
payable upon exchange or transfer pursuant to Sections 2.07, 2.10, 3.06, 3.09, 4.10, 4.14 and 9.05 hereof). 
 (iii) Neither
the Registrar nor the Issuers shall be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. 
 (iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall
be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. 
 (v) The Issuers shall not be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at
the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection, (B) to register the transfer of or to exchange any Note so
selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part, or (C) to register the transfer of or to exchange a Note between a Record Date and the next succeeding Interest Payment Date.

  

 -48- 








 (vi) Prior to due presentment for the registration of a transfer of any Note, the
Trustee, any Agent and the Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of (and premium, if any) and interest (including Additional
Interest, if any) on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers shall be affected by notice to the contrary. 
 (vii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuers designated pursuant to Section 4.02 hereof, the Issuers shall execute, and the Trustee shall authenticate and
mail, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount. 
 (viii) At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like
aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Issuers shall execute, and the Trustee shall authenticate and mail,
the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Section 2.02 hereof. 
 (ix) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06
to effect a registration of transfer or exchange may be submitted by facsimile. 
 Section 2.07 Replacement Notes. 
 If any mutilated Note is surrendered to the Trustee, the Registrar or the Issuers and the Trustee receives evidence to its satisfaction of the ownership
and destruction, loss or theft of any Note, the Issuers shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the
Issuers, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuers to protect the Issuers, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a
Note is replaced. The Issuers may charge for its expenses in replacing a Note. 
 Every replacement Note is a contractual obligation of the
Issuers and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder. 
 Section
2.08 Outstanding Notes. 
 The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled
by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.08 as not outstanding. Except as set forth
in Section 2.09 hereof, a Note does not cease to be outstanding because the Issuers or an Affiliate of the Issuers holds the Note. 
 If
a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser. 
 If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

  

 -49- 








 If the Paying Agent (other than a Covenant Party, a Subsidiary of a Covenant Party or an Affiliate of any
thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest. 
 Section 2.09 Treasury Notes. 
 In determining whether
the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuers, or by any Affiliate of the Issuers, shall be considered as though not outstanding, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee knows are so owned shall be so disregarded. Notes so owned which have been pledged in good
faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to deliver any such direction, waiver or consent with respect to the Notes and that the pledgee is not an Issuer or any obligor
upon the Notes or any Affiliate of an Issuer or of such other obligor. 
 Section 2.10 Temporary Notes. 
 Until certificates representing Notes are ready for delivery, the Issuers may prepare and the Trustee, upon receipt of an Authentication Order, shall
authenticate temporary Notes. Temporary Notes shall be substantially in the form of certificated Notes but may have variations that the Issuers consider appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee. Without
unreasonable delay, the Issuers shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes. 
 Holders
and beneficial holders, as the case may be, of temporary Notes shall be entitled to all of the benefits accorded to Holders, or beneficial holders, respectively, of Notes under this Indenture. 
 Section 2.11 Cancellation. 
 The Issuers at any time
may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee or, at the direction of the Trustee, the
Registrar or the Paying Agent and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall destroy cancelled Notes (subject to the record retention requirement of the
Exchange Act). Certification of the destruction of all cancelled Notes shall be delivered to the Issuers. The Issuers may not issue new Notes to replace Notes that they have paid or that have been delivered to the Trustee for cancellation.

 Section 2.12 Defaulted Interest. 
 If
the Issuers default in a payment of interest on a series of Notes, they shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest to the Persons who are Holders of Notes of such
series on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Issuers shall notify the Trustee (and the applicable Paying Agent) in writing of the amount of defaulted interest
proposed to be paid on each Note and the date of the proposed payment, and at the same time the Issuers shall deposit with DBTCA an amount of money equal to the aggregate amount proposed to be paid in respect of such defaulted interest or shall make
arrangements satisfactory to DBTCA for such deposit prior to the date of the proposed 

  

 -50- 








 
payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such defaulted interest as provided in this
Section 2.12. DBTCA shall fix or cause to be fixed each such special record date and payment date; provided that no such special record date shall be less than 10 days prior to the related payment date for such defaulted interest. DBTCA
shall promptly notify the Issuers of such special record date. At least 15 days before the special record date, the Issuers (or, upon the written request of the Issuers, DBTCA in the name and at the expense of the Issuers) shall mail or cause to be
mailed, first-class postage prepaid, to each Holder a notice at his or her address as it appears in the Note Register that states the special record date, the related payment date and the amount of such interest to be paid. 
 Subject to the foregoing provisions of this Section 2.12 and for greater certainty, each Note delivered under this Indenture upon registration of
transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note. 
 Section 2.13 CUSIP Numbers. 
 The Issuers in issuing the Notes may use CUSIP numbers and, if so, the
Trustee shall use CUSIP numbers in notices of redemption as a convenience to Holders; provided, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained
in any notice of redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuers will as promptly as
practicable notify the Trustee of any change in the CUSIP numbers. 
 Section 2.14 Calculation of Principal Amount of Securities. 
 The aggregate principal amount of the Notes, at any date of determination, shall be the principal amount of the Notes outstanding at such date of
determination. With respect to any matter requiring consent, waiver, approval or other action of the Holders of a specified percentage of the principal amount of all the Notes, such percentage shall be calculated, on the relevant date of
determination, by dividing (a) the principal amount, as of such date of determination, of Notes, the Holders of which have so consented, by (b) the aggregate principal amount, as of such date of determination, of the Notes then
outstanding, in each case, as determined in accordance with the preceding sentence, Section 2.08 and Section 2.09 of this Indenture. Any such calculation made pursuant to this Section 2.14 shall be made by the Issuers and delivered to
the Trustee pursuant to an Officers’ Certificate. 
 ARTICLE 3 
 REDEMPTION 
 Section 3.01 Notices to Trustee. 
 If the Issuers elect to redeem Notes pursuant to Section 3.07 hereof, they shall furnish to DBTCA, at least 5 Business Days before notice of
redemption is required to be mailed or caused to be mailed to the applicable Holders pursuant to Section 3.03 hereof but not more than 60 days before a redemption date, an Officer’s Certificate setting forth (i) the paragraph or
subparagraph of such Note and/or Section of this Indenture pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of the Notes to may be redeemed and (iv) the redemption price. 

 

 -51- 








 Section 3.02 Selection of Notes to Be Redeemed or Purchased. 
 If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, DBTCA shall select the Notes to be redeemed or
purchased (a) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed or (b) on a pro rata basis or, to the extent
that selection on a pro rata basis is not practicable, by lot or by such other method DBTCA considers fair and appropriate. In the event of partial redemption or purchase by lot, the particular Notes to be redeemed or purchased shall be
selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption date by DBTCA from the outstanding Notes not previously called for redemption or purchase. 
 DBTCA shall promptly notify the Issuers in writing of the Notes selected for redemption or purchase and, in the case of any Note selected for partial
redemption or purchase, the principal amount thereof to be redeemed or purchased. Notes and portions of Notes selected shall be in amounts of $2,000 or whole multiples of $1,000; no Notes of $2,000 or less can be redeemed in part, except that if all
of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000 shall be redeemed or purchased. Except as provided in the preceding sentence, provisions of this
Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase. 
 Section 3.03 Notice
of Redemption. 
 Subject to Section 3.09 hereof, the Issuers shall mail or cause to be mailed by first-class mail, postage prepaid,
notices of redemption at least 30 days but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at such Holder’s registered address, except that redemption notices may be mailed more than 60 days prior to a
redemption date if the notice is issued in connection with Article 8 or Article 11 hereof. Except as set forth in Section 3.07(c) hereof, notices of redemption may not be conditional. 
 The notice shall identify the Notes to be redeemed and shall state: 
 (a) the redemption date; 
 (b) the redemption price; 
 (c) if any Note is to be redeemed in part only, the portion of
the principal amount of that Note that is to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion of the original Note representing the same indebtedness
to the extent not redeemed will be issued in the name of the Holder of the Notes upon cancellation of the original Note; 
 (d) the name and address of the Paying Agent; 
 (e) that Notes called for redemption must be surrendered to the
Paying Agent to collect the redemption price; 
 (f) that, unless the Issuers default in making such redemption payment,
interest on Notes called for redemption ceases to accrue on and after the redemption date; 
 (g) the paragraph or
subparagraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed; 
  

 -52- 








 (h) that no representation is made as to the correctness or accuracy of the CUSIP listed
in such notice or printed on the Notes; and 
 (i) if in connection with a redemption pursuant to Section 3.07(c) hereof,
any condition to such redemption. 
 At the Issuers’ request, DBTCA shall give the notice of redemption in the Issuers’ names and
at their expense; provided that the Issuers shall have delivered to DBTCA at least 5 Business Days before notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to this Section 3.03 (unless a shorter
notice shall be agreed to by DBTCA), an Officer’s Certificate requesting that DBTCA give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph. 
 Section 3.04 Effect of Notice of Redemption. 
 Once
notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price (except as provided for in Section 3.07(c) hereof). The
notice, if mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Note
designated for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Subject to Section 3.05 hereof, on and after the redemption date, interest ceases to accrue on Notes or
portions of Notes called for redemption. 
 Section 3.05 Deposit of Redemption or Purchase Price. 
 (a) With respect to any Notes, prior to 10:00 a.m. (New York City time) on the redemption or purchase date, the Issuers shall deposit with the Paying
Agent money sufficient to pay the redemption or purchase price of and accrued and unpaid interest (including Additional Interest, if any) on all Notes to be redeemed or purchased on that date. The Paying Agent shall promptly return to the Issuers
any money deposited with the Paying Agent by the Issuers in excess of the amounts necessary to pay the redemption price of, and accrued and unpaid interest on, all Notes to be redeemed or purchased. 
 (b) If the Issuers comply with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest shall cease to accrue on
the Notes or the portions of Notes, called for redemption or purchase. If a Note is redeemed or purchased on or after a Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest to the redemption or
purchase date shall be paid to the Person in whose name such Note was registered at the close of business on such Record Date. If any Note called for redemption or purchase shall not be so paid upon surrender for redemption or purchase because of
the failure of the Issuers to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest accrued to the redemption
or purchase date not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof. 
 Section 3.06 Notes
Redeemed or Purchased in Part. 
 Upon surrender of a Note that is redeemed or purchased in part, the Issuers shall issue and the Trustee
shall authenticate for the Holder at the expense of the Issuers a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered representing the same 

  

 -53- 








 
indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of
$1,000. It is understood that, notwithstanding anything in this Indenture to the contrary, only an Authentication Order and not an Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate such new Note.

 Section 3.07 Optional Redemption. 
 (a)
At any time prior to May 1, 2013, the Issuers may redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to the registered address of each Holder at a redemption price equal
to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of the date of redemption (the “Redemption Date”) and, without duplication, accrued and unpaid interest and Additional Interest, if any, to the
Redemption Date, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date. 
 (b) On and after May 1, 2013 the Issuers may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at the following redemption prices (expressed as a percentage of the principal amount of
Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the
relevant interest payment date, if redeemed during the twelve-month period beginning on May 1 of each of the years indicated below: 
  

				
	 Year
	  	Percentage	 
	 2013
	  	105.750	%
	 2014
	  	102.875	%
	 2015 and thereafter
	  	100.000	%

 (c) Until May 1, 2012, the Issuers may, at their option, redeem up to 35% of the aggregate
principal amount of Notes at a redemption price equal to 111.50% of the aggregate principal amount thereof plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, with the net cash proceeds of
(a) one or more Equity Offerings and/or (b) one or more sales of a business unit of Parent, in each case to the extent such net cash proceeds are received by or contributed to a Covenant Party or a Restricted Subsidiary of a Covenant
Party; provided that at least 65% of the sum of the aggregate principal amount of Notes originally issued under this Indenture and any Additional Notes issued under this Indenture after the Issue Date remains outstanding immediately after the
occurrence of each such redemption; provided further that each such redemption occurs within 90 days of the date of closing of each such Equity Offering or sale. Notice of any redemption upon any Equity Offering may be given prior to the
redemption thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. 
 (d) Except pursuant to clause (a), (b) or (c) of this Section 3.07, the Notes will not be redeemable at the Issuers’ option prior to
maturity. 
 (e) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06
hereof. 
  

 -54- 








 Section 3.08 Mandatory Redemption. 
 The Issuers shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes. 
 Section
3.09 Offers to Repurchase by Application of Excess Proceeds. 
 (a) In the event that, pursuant to Section 4.10 hereof, the
Issuers shall be required to commence an Asset Sale Offer, they shall follow the procedures specified below. 
 (b) The Asset Sale Offer
shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the
termination of the Offer Period (the “Purchase Date”), the Issuers shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, Pari Passu Indebtedness (on a pro rata basis,
if applicable), or, if less than the Offer Amount has been tendered, all Notes and Pari Passu Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are
made. 
 (c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid
interest and Additional Interest, if any, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who
tender Notes pursuant to the Asset Sale Offer. 
 (d) Upon the commencement of an Asset Sale Offer, the Issuers shall send, by first-class
mail, a notice to each of the Holders, with a copy to the Trustee and Agents. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be
made to all Holders and holders of Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state: 
 (i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open; 
 (ii) the Offer Amount, the purchase price and the Purchase Date; 
 (iii) that any Note not tendered or accepted for payment shall continue to accrue interest; 
 (iv) that, unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease
to accrue interest after the Purchase Date; 
 (v) that Holders electing to have a Note purchased pursuant to an Asset Sale
Offer may elect to have Notes purchased in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000 only; 
 (vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer
by book-entry transfer, to the Issuers, the Depositary if appointed by the Issuers, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; 
  

 -55- 








 (vii) that Holders shall be entitled to withdraw their election if the Issuers, the
Depositary or the Paying Agent, as the case may be, receive, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered
for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; 
 (viii) that, if the
aggregate principal amount of Notes and Pari Passu Indebtedness surrendered by the holders thereof exceeds the Offer Amount, DBTCA shall select the Notes and such Pari Passu Indebtedness to be purchased on a pro rata basis based on the
accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered (with such adjustments as may be deemed appropriate by DBTCA, so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess of
$2,000); and 
 (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount
to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased. 
 (e) On or before the Purchase Date, the Issuers shall, to the extent lawful, (1) accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof validly
tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered and (2) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate
stating the aggregate principal amount of Notes or portions thereof so tendered. 
 (f) The Issuers, the Depositary or the Paying Agent, as
the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuers for purchase, and the Issuers shall promptly issue a new Note,
and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the
contrary, no Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same
indebtedness to the extent not repurchased; provided, that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. Any Note not so accepted shall be promptly mailed or delivered by
the Issuers to the Holder thereof. The Issuers shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date. 
 Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through
3.06 hereof. 
 ARTICLE 4 
 COVENANTS 
 Section 4.01 Payment of Notes. 
 The Issuers shall pay or cause to be paid the principal of, premium, if any, Additional Interest, if any, and interest on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any,
Additional Interest, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Issuers or a Subsidiary, holds as of 10:00 A.M. Eastern Time on the due date money deposited by the Issuers in immediately
available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due. 
  

 -56- 








 The Issuers shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts
set forth in the Registration Rights Agreement. 
 The Issuers shall pay interest (including post-petition interest in any proceeding under
any Bankruptcy Law) on overdue principal at the rate equal to the then applicable interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest and Additional Interest (without regard to any applicable grace period) at the same rate to the extent lawful. 
 Section 4.02
Maintenance of Office or Agency. 
 The Issuers shall maintain the office or agency required under Section 2.03 where Notes may be
surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuers in respect of the Notes and this Indenture may be served. The Issuers shall give prompt written notice to the Trustee of the location, and
any change in the location, of such office or agency. If at any time the Issuers shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee. 
 The Issuers may also from time to time designate one or more
other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided that no such designation or rescission shall in any manner relieve the
Issuers of their obligation to maintain an office or agency required under Section 2.03. The Issuers shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other
office or agency. 
 The Issuers hereby designate the Corporate Trust Office of the Trustee as one such office or agency of the Issuers in
accordance with Section 2.03 hereof. 
 Section 4.03 Reports and Other Information. 
 (a) Notwithstanding that the Covenant Parties may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or
otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, VNU HF shall file with the SEC (and make available to the Trustee and Holders of
the Notes (without exhibits), without cost to any Holder, within 15 days after VNU HF files them with the SEC) from and after the Issue Date, 
 (1) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer, annual reports on Form 10-K, or any
successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form; 
 (2) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each
fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; 
  

 -57- 








 (3) promptly from time to time after the occurrence of an event required to be therein
reported, such other reports on Form 8-K, or any successor or comparable form; and 
 (4) any other information,
documents and other reports which the Issuers would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; 
 in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that VNU HF shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing,
in which event VNU HF shall make available such information to prospective purchasers of Notes, in addition to providing such information to the Trustee and the Holders of the Notes, in each case within 15 days after the time the Issuers would be
required to file such information with the SEC, if it were subject to Sections 13 or 15(d) of the Exchange Act; provided, further, that, with respect to (i) the quarter ended June 30, 2006 and (ii) the quarter with
respect to which the Issuers notify the Trustee in writing that Parent intends to switch the currency in which its financial statements are reported, VNU HF shall not be required to make available such information to prospective purchasers of Notes
or provide such information to the Trustee and the Holders of the Notes until 90 days after the end of such quarter. In addition, to the extent not satisfied by the foregoing, the Covenant Parties have agreed that, for so long as any Notes are
outstanding, they shall furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. 
 (b) If any direct or indirect parent company of VNU HF is a Guarantor of the Notes, the Covenant Parties may satisfy their obligations under this
Section 4.03 with respect to financial information relating to the Covenant Parties by furnishing financial information relating to such parent; provided that the same is accompanied by consolidating information that explains in
reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Covenant Parties and the Restricted Subsidiaries on a standalone basis, on the other hand. 
 (c) Notwithstanding the foregoing, the requirements of this Section 4.03 shall be deemed satisfied prior to the commencement of the Exchange Offer
or the effectiveness of the Shelf Registration Statement by the filing with the SEC of the Exchange Offer Registration Statement or Shelf Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation
S-X of the Securities Act. 
 Section 4.04 Compliance Certificate. 
 (a) The Issuers and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) shall deliver to the Trustee, within 90 days after the end of each fiscal year ending after the Issue
Date, a certificate from the principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of the Issuers and the Restricted Subsidiaries during the preceding fiscal year has been
made under the supervision of the signing Officer with a view to determining whether the Issuers have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to such Officer signing such certificate,
that to the best of his or her knowledge the Issuers have kept, observed, performed and fulfilled each and every condition and covenant contained in this Indenture and are not in default in the performance or observance of any of the terms,
provisions, covenants and conditions of this Indenture (or, if a Default shall have occurred, describing all such Defaults of which he or she may have knowledge and what action the Issuers are taking or propose to take with respect thereto).

  

 -58- 








 (b) When any Default has occurred and is continuing under this Indenture, or if the Trustee or the holder
of any other evidence of Indebtedness of the Issuers or any Restricted Subsidiary gives any notice or takes any other action with respect to a claimed Default, the Issuers shall promptly (which shall be no more than five (5) Business Days)
deliver to the Trustee by registered or certified mail or by facsimile transmission an Officer’s Certificate specifying such event and what action the Issuers propose to take with respect thereto. 
 Section 4.05 Taxes. 
 The Issuers shall pay, and shall
cause each of the Restricted Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate negotiations or proceedings or where the failure to effect
such payment is not adverse in any material respect to the Holders of the Notes. 
 Section 4.06 Stay, Extension and Usury Laws. 
 The Issuers and each of the Guarantors covenant (to the extent that they may lawfully do so) that they shall not at any time insist upon, plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuers and each of
the Guarantors (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and covenant that they shall not, by resort to any such law, hinder, delay or impede the execution of any power herein
granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted. 
 Section 4.07 Limitation
on Restricted Payments. 
 (a) The Covenant Parties will not, and will not permit any Restricted Subsidiary to, directly or indirectly:

 (I) declare or pay any dividend or make any payment or distribution on account of any Covenant Parties’ or any
Restricted Subsidiaries’ Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation other than: 
 (A) dividends or distributions payable solely in Equity Interests (other than Disqualified Stock) of a Covenant Party or a Restricted Subsidiary; or 
 (B) dividends or distributions by a Covenant Party (other than VNU HF) or a Restricted Subsidiary so long as, in the case of any dividend
or distribution payable on or in respect of any class or series of securities issued by a Covenant Party (other than VNU HF) or such Restricted Subsidiary, a Covenant Party or another Restricted Subsidiary receives at least its pro rata share of
such dividend or distribution in accordance with its Equity Interests in such class or series of securities; 
 (II) purchase,
redeem, defease or otherwise acquire or retire for value any Equity Interests of VNU HF or any direct or indirect parent of VNU HF, including in connection with any merger or consolidation; 
 (III) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value in each case, prior to any
scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness, or make any interest or principal payment on, or redeem, repurchase or otherwise acquire or retire for value the Parent Intercompany Debt, other than: 

(A) Indebtedness permitted under clause (7) of Section 4.09(b); or 
  

 -59- 








 (B) the purchase, repurchase or other acquisition of Subordinated Indebtedness of the
Covenant Parties and their Restricted Subsidiaries purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition; or

 (IV) make any Restricted Investment 
 (all such payments and other actions set forth in clauses (I) through (IV) above being collectively referred to as “Restricted Payments”), unless, at the time of such Restricted Payment: 
 (1) no Default shall have occurred and be continuing or would occur as a consequence thereof; 
 (2) immediately after giving effect to such transaction on a pro forma basis, the Issuers could incur $1.00 of additional
Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in Section 4.09(a) hereof; and 
 (3) such
Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Covenant Parties and the Restricted Subsidiaries after August 9, 2006 (including Restricted Payments permitted by clauses (1), (2) (with
respect to the payment of dividends on Refunding Capital Stock (as defined below) pursuant to clause (b) thereof only), (6)(c), (9) and (14) of Section 4.07(b) hereof, but excluding all other Restricted Payments permitted by
Section 4.07(b) hereof, is less than the sum of (without duplication): 
 (a) the EBITDA of the Covenant Parties and the
Restricted Subsidiaries on a consolidated basis for the period beginning July 1, 2006, to the end of the Issuers’ most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted
Payment, less the product of 1.4 times the Consolidated Interest Expense of the Covenant Parties and the Restricted Subsidiaries for the same period; plus 
 (b) 100% of the aggregate net cash proceeds and the fair market value, as determined in good faith by the Issuers, of marketable
securities or other property received by a Covenant Party or a Restricted Subsidiary since immediately after August 9, 2006 (other than net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness, Disqualified
Stock or Preferred Stock pursuant to clause (11)(a) of Section 4.09(b) hereof from the issue or sale of: 
 (i) (A)
Equity Interests of VNU HF, or a direct or indirect parent company of VNU HF, including Treasury Capital Stock (as defined below), but excluding cash proceeds and the fair market value, as determined in good faith by the Issuers, of marketable
securities or other property received from the sale of: 
 (x) Equity Interests to members of management, directors or
consultants of Parent, the Covenant Parties, Restricted Subsidiaries and any direct or indirect parent company of VNU HF, after August 9, 2006 

  

 -60- 








 
to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of Section 4.07(b) hereof; and 

(y) Designated Preferred Stock; and 
 (B) to the extent such net cash proceeds are actually contributed to a Covenant Party or any Restricted Subsidiary, Equity Interests of VNU HF’s direct or indirect parent companies (excluding contributions of the
proceeds from the sale of Designated Preferred Stock of such companies or contributions to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of Section 4.07(b) hereof); or 
 (ii) debt securities of a Covenant Party or any Restricted Subsidiary that have been converted into or exchanged for such Equity
Interests of VNU HF, or a direct or indirect parent company of VNU HF; 
 provided, however, that this clause (b) shall not
include the proceeds from (W) Refunding Capital Stock (as defined below), (X) Equity Interests or convertible debt securities sold to a Covenant Party or Restricted Subsidiary, as the case may be, (Y) Disqualified Stock or debt
securities that have been converted into Disqualified Stock or (Z) Excluded Contributions; plus 
 (c) 100% of the
aggregate amount of cash and the fair market value, as determined in good faith by the Issuers, of marketable securities or other property contributed to the capital of a Covenant Party following August 9, 2006 (other than net cash proceeds to
the extent such net cash proceeds have been used to incur Indebtedness, Disqualified Stock or Preferred Stock pursuant to clause (11)(a) of Section 4.09(b) hereof) (other than by another Covenant Party or a Restricted Subsidiary and other
than any Excluded Contributions); plus 
 (d) 100% of the aggregate amount received in cash and the fair market value,
as determined in good faith by the Issuers, of marketable securities or other property received by a Covenant Party or a Restricted Subsidiary means of: 
 (i) the sale or other disposition (other than to a Covenant Party or a Restricted Subsidiary) of Restricted Investments made by the Covenant Parties or the Restricted Subsidiaries and repurchases and redemptions of
such Restricted Investments from the Covenant Parties or the Restricted Subsidiaries and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments by the Covenant Parties or the Restricted Subsidiaries, in
each case after August 9, 2006; or 
 (ii) the sale (other than to a Covenant Party or a Restricted Subsidiary) of the
stock of an Unrestricted Subsidiary (other than to the extent the Investment in such Unrestricted Subsidiary was made by a Covenant Party or a Restricted Subsidiary pursuant to clause (7) of Section 4.07(b) hereof or to the extent such
Investment constituted a Permitted Investment) or a dividend or distribution from an Unrestricted Subsidiary after August 9, 2006; plus 
  

 -61- 








 (e) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted
Subsidiary after August 9, 2006, the fair market value of the Investment in such Unrestricted Subsidiary, as determined by the Issuers in good faith or if such fair market value may exceed $150.0 million, in writing by an Independent
Financial Advisor, at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary other than an Unrestricted Subsidiary, to the extent the Investment in such Unrestricted Subsidiary was made by a Covenant Party or a
Restricted Subsidiary pursuant to clause (7) of Section 4.07(b) hereof or to the extent such Investment constituted a Permitted Investment. 
 (b) The foregoing provisions of Section 4.07(a) will not prohibit: 
 (1) the payment of
any dividend within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Indenture; 
 (2)(a) the redemption, repurchase, retirement or other acquisition of any (i) Equity Interests (“Treasury Capital
Stock”) or Subordinated Indebtedness of the Issuers or any Guarantor or the Parent Intercompany Debt or (ii) Equity Interests of any direct or indirect parent company of VNU HF, in the case of each of clause (i) and (ii), in
exchange for, or out of the proceeds of the substantially concurrent sale (other than to a Covenant Party or a Restricted Subsidiary) of, Equity Interests of VNU HF, or any direct or indirect parent company of VNU HF to the extent contributed to a
Covenant Party or any Restricted Subsidiary (in each case, other than any Disqualified Stock) (“Refunding Capital Stock”), (b) the declaration and payment of dividends on the Treasury Capital Stock out of the proceeds of the
substantially concurrent sale (other than to a Covenant Party or a Restricted Subsidiary) of the Refunding Capital Stock, and (c) if immediately prior to the retirement of Treasury Capital Stock, the declaration and payment of dividends thereon
was permitted under clause (6) of this Section 4.07(b) and not made pursuant to clause (2)(b), the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used
to redeem, repurchase, retire or otherwise acquire any Equity Interests of any direct or indirect parent company of VNU HF) in an aggregate amount per year no greater than the aggregate amount of dividends per annum that were declarable and payable
on such Treasury Capital Stock immediately prior to such retirement; 
 (3) the redemption, repurchase or other acquisition or
retirement of Subordinated Indebtedness of an Issuer or a Restricted Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of an Issuer or a Restricted Guarantor, as the case may be, which
is incurred in compliance with Section 4.09 hereof so long as: 
 (a) the principal amount (or accreted value, if
applicable) of such new Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest on, the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired for value,
plus the amount of any premium required to be paid under the terms of the instrument governing the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired and any fees and expenses incurred in connection with the issuance of
such new Indebtedness; 
 (b) such new Indebtedness is subordinated to the Notes or the applicable Guarantee at least to the
same extent as such Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased, acquired or retired for value; 
  

 -62- 








 (c) such new Indebtedness has a final scheduled maturity date equal to or later than the
final scheduled maturity date of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired; and 
 (d)
such new Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired; 
 (4) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests (other
than Disqualified Stock) of VNU HF or any of its direct or indirect parent companies held by any future, present or former employee, director or consultant of a Covenant Party, any of their respective Subsidiaries or any of their respective direct
or indirect parent companies pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement; provided, however, that the aggregate Restricted Payments made under this
clause (4) do not exceed in any calendar year (plus, without duplication, “unused amounts” being carried over pursuant to the similar provision in the Existing Senior Notes Indenture) $25.0 million (which shall increase to
$50.0 million subsequent to the consummation of an underwritten public Equity Offering of common stock) (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (without giving effect to the
following proviso) of $50.0 million in any calendar year (which shall increase to $100.0 million subsequent to the consummation of an underwritten public Equity Offering of common stock)); provided further that such amount in
any calendar year may be increased by an amount not to exceed: 
 (a) the cash proceeds from the sale of Equity Interests
(other than Disqualified Stock) of VNU HF and, to the extent contributed to a Covenant Party, Equity Interests of any of the direct or indirect parent companies of VNU HF, in each case to members of management, directors or consultants of the
Covenant Parties, any of their respective Subsidiaries or any of their respective direct or indirect parent companies that occurs after August 9, 2006, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise
been applied to the payment of Restricted Payments by virtue of clause (3) of Section 4.07(a) hereof; plus 
 (b) the cash proceeds of key man life insurance policies received by the Covenant Parties or any of the Restricted Subsidiaries after August 9, 2006; plus 
 (c) the amount of any cash bonuses otherwise payable to members of management, directors or consultants of a Covenant Party, any of its
Subsidiaries or any of its direct or indirect parent companies in connection with the Transactions that are foregone in return for the receipt of Equity Interests; less 
 (d) the amount of any Restricted Payments previously made with the cash proceeds described in clauses (a) and (b) of this
clause (4); 
 and provided further that cancellation of Indebtedness owing to any Covenant Party or any Restricted
Subsidiary from members of management of Parent, any of its Subsidiaries or its direct or indirect parent companies in connection with a repurchase of Equity Interests of Parent or any of Parent’s direct or indirect parent companies will not be
deemed to constitute a Restricted Payment for purposes of this Section 4.07 or any other provision of this Indenture; 
  

 -63- 








 (5) the declaration and payment of dividends to holders of any class or series of
Disqualified Stock of any of the Covenant Parties or any of the Restricted Subsidiaries issued in accordance with Section 4.09 hereof; 
 (6)(a) the declaration and payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued by any of the Covenant Parties or any of the Restricted
Subsidiaries after August 9, 2006, provided that the amount of dividends paid pursuant to this clause (a) shall not exceed the aggregate amount of cash actually received by a Covenant Party or a Restricted Subsidiary from the
issuance of such Designated Preferred Stock; 
 (b) a Restricted Payment to a direct or indirect parent company of a Covenant
Party or any of the Restricted Subsidiaries, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of such parent corporation issued after
August 9, 2006, provided that the amount of Restricted Payments paid pursuant to this clause (b) shall not exceed the aggregate amount of cash actually contributed to a Covenant Party or a Restricted Subsidiary from the sale of such
Designated Preferred Stock; or 
 (c) the declaration and payment of dividends on Refunding Capital Stock that is Preferred
Stock in excess of the dividends declarable and payable thereon pursuant to clause (2) of this Section 4.07(b); 
 provided,
however, in the case of each of (a), (b) and (c) of this clause (6), that for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of
such Designated Preferred Stock or the declaration of such dividends on Refunding Capital Stock that is Preferred Stock, after giving effect to such issuance or declaration on a pro forma basis, the Consolidated Leverage Ratio shall be no
greater than 6.75 to 1.00; 
 (7) Investments in Unrestricted Subsidiaries having an aggregate fair market value, taken
together with all other Investments made pursuant to this clause (7) or after August 9, 2006, but before the Issue Date, under the similar provision in the Existing Senior Notes Indenture, that are at the time outstanding, without giving
effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities, not to exceed 1.25% of Total Assets, in each case, at the time of such Investment (with the fair market value
of each Investment being measured at the time made and without giving effect to subsequent changes in value); 
 (8)
repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; 
 (9) the declaration and payment of dividends on a Covenant Party’s common stock (or a Restricted Payment to any direct or indirect
parent entity to fund a payment of dividends on such entity’s common stock), following the first public Equity Offering of common stock after the Issue Date, of up to 6% per annum of the net cash proceeds received by or contributed to a
Covenant Party in or from any such public Equity Offering; 
 (10) Restricted Payments that are made with Excluded
Contributions; 
  

 -64- 








 (11) other Restricted Payments in an aggregate amount taken together with all other
Restricted Payments made pursuant to this clause (11) or after August 9, 2006, but before the Issue Date, under the similar provision in the Existing Senior Notes Indenture, not to exceed 2.00% of Total Assets at the time made; 

(12) distributions or payments of Receivables Fees; 
 (13) any Restricted Payment used to fund the Transactions and the fees and expenses related thereto or owed to Affiliates, in each case to
the extent permitted by Section 4.11 hereof; 
 (14) the repurchase, redemption or other acquisition or retirement for
value of any Subordinated Indebtedness (a) pursuant to the provisions similar to those described under Section 4.10 and Section 4.14 hereof; provided that all Notes tendered by Holders in connection with a Change of Control
Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value or (b) with the proceeds of Asset Sales in an amount not to exceed the Asset Sale Prepayment Amount; 
 (15) the declaration and payment of dividends by a Covenant Party or a Restricted Subsidiary to, or the making of loans to, any of their
respective direct or indirect parents, or the making of any payment of interest or principal on, or redemption, repurchase, defeasance or other acquisition or retirement for value of, the Parent Intercompany Debt in amounts required for any direct
or indirect parent companies to pay, in each case without duplication, 
 (a) franchise taxes and other fees, taxes and
expenses required to maintain their corporate existence; 
 (b) federal, foreign, state and local income taxes provided
that, in each fiscal year, the amount of such payments shall be equal to the amount that the Covenant Parties and the Restricted Subsidiaries would be required to pay in respect of federal, foreign, state and local income taxes if such entities were
corporations paying taxes separately from any parent entity at the highest combined applicable federal, foreign, state and local tax rate for such fiscal year; 
 (c) customary salary, bonus and other benefits payable to officers and employees of any direct or indirect parent company of the Covenant
Parties and the Restricted Subsidiaries to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Covenant Parties and the Restricted Subsidiaries; 
 (d) general corporate operating and overhead costs and expenses of any direct or indirect parent company of the Covenant Parties and the
Restricted Subsidiaries to the extent such costs and expenses are attributable to the ownership or operation of the Covenant Parties and the Restricted Subsidiaries; 
 (e) fees and expenses incurred in connection with the Transactions or owed to Affiliates, in each case to the extent permitted by
Section 4.11 hereof; 
 (f) interest payable on Holdings Debt; 
 (g) amounts payable to Valcon Acquisition, B.V. by Parent pursuant to the Sponsor Management Agreements; and 
  

 -65- 








 (h) fees and expenses other than to Affiliates of the Issuers related to any unsuccessful
equity or debt offering of such parent entity; 
 (16) the distribution, by dividend or otherwise, of shares of Capital Stock
of, or Indebtedness owed to a Covenant Party or a Restricted Subsidiary by Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are cash and/or Cash Equivalents); 
 (17) any Restricted Payment used to fund the redemption of Parent’s 7% preferred shares as in effect on August 9, 2006;

 (18) any Restricted Payment of the proceeds of Indebtedness incurred to refinance the Sterling Notes or the VNU Senior
Discount Notes and to pay accrued and unpaid interest, premium, fees and expenses related thereto; 
 (19) the forgiveness,
cancellation, termination or disposition of the Transactions Intercompany Obligations; and 
 (20) payments or distributions
to dissenting stockholders pursuant to applicable law, pursuant to or in connection with a consolidation, merger or transfer of all or substantially all of the assets of the Covenant Parties and the Restricted Subsidiaries, taken as a whole, that
complies with Section 5.01 hereof; provided that as a result of such consolidation, merger or transfer of assets, the Issuers shall have made a Change of Control Offer and that all Notes tendered by Holders in connection with such Change
of Control Offer have been repurchased, redeemed or acquired for value; 
 provided, however, that at the time of, and after giving effect to,
any Restricted Payment permitted under clauses (11), (16) and (18) of this Section 4.07(b), no Default shall have occurred and be continuing or would occur as a consequence thereof. 
 (c) As of the Issue Date, all of the Subsidiaries of the Covenant Parties will be Restricted Subsidiaries. The Issuers shall not permit any Unrestricted
Subsidiary to become a Restricted Subsidiary except pursuant to the last sentence of the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding
Investments by the Covenant Parties and the Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated shall be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the definition
of “Investment.” Such designation shall be permitted only if a Restricted Payment in such amount would be permitted at such time, whether pursuant to Section 4.07(a) hereof or under clause (7), (10), (11) or (16) of
Section 4.07(b) hereof, or pursuant to the definition of “Permitted Investments,” and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries will not be subject to any of the
restrictive covenants set forth in this Indenture. 
 Section 4.08 Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.

 (a) The Covenant Parties shall not, and shall not permit any of the Restricted Subsidiaries that are not Guarantors to, directly or
indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: 
 (1) (A) pay dividends or make any other distributions to the Covenant Parties or any of the Restricted Subsidiaries on its Capital Stock
or with respect to any other interest or participation in, or measured by, its profits, or 
  

 -66- 








 (B) pay any Indebtedness owed to the Covenant Parties or any of the Restricted
Subsidiaries; 
 (2) make loans or advances to the Covenant Parties or any of the Restricted Subsidiaries; or 
 (3) sell, lease or transfer any of its properties or assets to the Covenant Parties or any of the Restricted Subsidiaries, 
 (b) The restrictions in Section 4.08(a) hereof shall not apply to encumbrances or restrictions existing under or by reason of: 
 (1) contractual encumbrances or restrictions in effect on August 9, 2006 including pursuant to the Senior Credit Facilities and the
related documentation and the Senior Subordinated Discount Notes and the related indenture; 
 (2) this Indenture and the
Notes; 
 (3) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of
the nature discussed in clause (3) of Section 4.08(a) hereof on the property so acquired; 
 (4) applicable law or
any applicable rule, regulation or order; 
 (5) any agreement or other instrument of a Person acquired by any of the Covenant
Parties or any of the Restricted Subsidiaries in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other
than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired; 
 (6)
contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of (i) a Covenant Party or (ii) a Restricted Subsidiary, pursuant to an agreement that has been entered into for the sale or disposition of all
or substantially all of the Capital Stock or assets of such Subsidiary that impose restrictions on the assets to be sold; 
 (7) Secured Indebtedness otherwise permitted to be incurred pursuant to Section 4.09 hereof and Section 4.12 hereof that limit the right of the debtor to dispose of the assets securing such Indebtedness; 
 (8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of
business; 
 (9) other Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted to be incurred
subsequent to August 9, 2006 pursuant to the provisions of the covenant described under Section 4.09 hereof; 
  

 -67- 








 (10) customary provisions in joint venture agreements and other similar agreements
relating solely to such joint venture; 
 (11) customary provisions contained in leases or licenses of intellectual property
and other agreements, in each case, entered into in the ordinary course of business; 
 (12) any encumbrances or restrictions
of the type referred to in clauses (1), (2) and (3) of Section 4.08(a) hereof imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts,
instruments or obligations referred to in clauses (1) through (11) of this Section 4.08(b); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings
are, in the good faith judgment of the Issuers, no more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding,
replacement or refinancing; and 
 (13) restrictions created in connection with any Receivables Facility that, in the good
faith determination of the Issuers are necessary or advisable to effect such Receivables Facility. 
 Section 4.09 Limitation on Incurrence of
Indebtedness and Issuance of Disqualified Stock and Preferred Stock. 
 (a) The Covenant Parties shall not, and shall not permit any of
the Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently, or otherwise (collectively, “incur” and collectively, an
“incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the Issuers and the Restricted Guarantors shall not issue any shares of Disqualified Stock and shall not permit any Restricted Subsidiary that is
not a Guarantor to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Issuers and the Restricted Guarantors may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified
Stock, and any Restricted Subsidiary that is not a Guarantor may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if the Consolidated Leverage Ratio at the time such
additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been no greater than 6.75 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds
therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of the most recently ended
four fiscal quarters for which internal financial statements are available. 
 (b) The provisions of Section 4.09(a) hereof shall not
apply to: 
 (1) the incurrence of Indebtedness under Credit Facilities by the Covenant Parties or any of the Restricted
Subsidiaries and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof), up to an
aggregate principal amount of $6,000 million outstanding at any one time; 
 (2) the incurrence by the Issuers and any
Restricted Guarantor of Indebtedness represented by the Notes (including any Guarantee) (other than any Additional Notes); 
  

 -68- 








 (3) Indebtedness of the Covenant Parties and the Restricted Subsidiaries in existence on
the Issue Date (other than Indebtedness described in clauses (1) and (2) of this Section 4.09(b)); 
 (4)
Indebtedness (including Capitalized Lease Obligations), Disqualified Stock and Preferred Stock incurred by the Covenant Parties or any of the Restricted Subsidiaries, to finance the purchase, lease or improvement of property (real or personal) or
equipment that is used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets; 
 (5) Indebtedness incurred by a Covenant Party or any Restricted Subsidiary constituting reimbursement obligations with respect to letters
of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims;
provided, however, that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence; 
 (6) Indebtedness arising from agreements of a Covenant Party or a Restricted Subsidiary providing for indemnification, adjustment of
purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such
business, assets or a Subsidiary for the purpose of financing such acquisition; provided, however, that 
 (A)
such Indebtedness is not reflected on the balance sheet (other than by application of FIN 45 as a result of an amendment to an obligation in existence on August 9, 2006) of a Covenant Party or any Restricted Subsidiary (contingent obligations
referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (6)(A)); and 
 (B) the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including non-cash
proceeds (the fair market value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the Covenant Parties and the Restricted Subsidiaries in connection with
such disposition; 
 (7) Indebtedness of a Covenant Party or a Restricted Subsidiary to another Covenant Party or another
Restricted Subsidiary; provided that any such Indebtedness owing by an Issuer or a Guarantor to a Restricted Subsidiary that is not a Guarantor is expressly subordinated in right of payment to the Notes; provided further that
any subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to a Covenant Party or
another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause (7); 
 (8) shares of Preferred Stock of a Restricted Subsidiary issued to a Covenant Party or another Restricted Subsidiary, provided that
any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a 

  

 -69- 








 
Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to a Covenant Party or a Restricted Subsidiary) shall be
deemed in each case to be an issuance of such shares of Preferred Stock not permitted by this clause (8); 
 (9) Hedging
Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting interest rate risk with respect to any Indebtedness permitted to be incurred pursuant to this Section 4.09, exchange rate risk or
commodity pricing risk; 
 (10) obligations in respect of performance, bid, appeal and surety bonds and completion guarantees
provided by any of the Covenant Parties or any of the Restricted Subsidiaries in the ordinary course of business or consistent with past practice; 
 (11) (a) Indebtedness or Disqualified Stock of an Issuer or any Restricted Guarantor and Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary that is not a Guarantor in an aggregate
principal amount or liquidation preference equal to 200.0% of the net cash proceeds received by the Covenant Parties and the Restricted Subsidiaries since immediately after August 9, 2006 from the issue or sale of Equity Interests of VNU HF or
any direct or indirect parent entity of VNU HF (which proceeds are contributed to a Covenant Party or a Restricted Subsidiary) or cash contributed to the capital of a Covenant Party (in each case, other than proceeds of Disqualified Stock or sales
of Equity Interests to, or contributions received from, any Covenant Party or any of their respective Subsidiaries) as determined in accordance with clauses (3)(b) and (3)(c) of Section 4.07(a) hereof to the extent such net cash
proceeds or cash have not been applied pursuant to such clauses to make Restricted Payments or to make other Investments, payments or exchanges pursuant to Section 4.07(b) hereof or to make Permitted Investments (other than Permitted
Investments specified in clauses (1) and (3) of the definition thereof) and (b) Indebtedness or Disqualified Stock of an Issuer or a Restricted Guarantor and Indebtedness, Disqualified Stock or Preferred Stock of any Restricted
Subsidiary that is not a Guarantor not otherwise permitted hereunder in an aggregate principal amount or liquidation preference, which when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock
and Preferred Stock then outstanding and incurred pursuant to this clause (11)(b), does not at any one time outstanding exceed $400.0 million (it being understood that any Indebtedness, Disqualified Stock or Preferred Stock incurred
pursuant to this clause (11)(b) shall cease to be deemed incurred or outstanding for purposes of this clause (11)(b) but shall be deemed incurred for the purposes of Section 4.09(a) hereof from and after the first date on which a
Covenant Party or such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred Stock under Section 4.09(a) hereof without reliance on this clause (11)(b)); 
 (12) the incurrence by a Covenant Party or any Restricted Subsidiary of Indebtedness, Disqualified Stock or Preferred Stock which serves
to refund or refinance: 
 (a) any Indebtedness, Disqualified Stock or Preferred Stock incurred as permitted under
Section 4.09(a) hereof and clauses (2), (3) and (11)(a) of this Section 4.09(b), this clause (12) and clause (13) of this Section 4.09(b), or 
 (b) any Indebtedness, Disqualified Stock or Preferred Stock issued to so refund or refinance the Indebtedness, Disqualified Stock or
Preferred Stock described in clause (a) of this Section 4.09(b)(12), 
  

 -70- 








 including, in each case, additional Indebtedness, Disqualified Stock or Preferred Stock incurred to pay
premiums (including tender premiums), defeasance costs and fees and expenses in connection therewith (collectively, the “Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such
Refinancing Indebtedness: 
 (A) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred
which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being refunded or refinanced, 
 (B) to the extent such Refinancing Indebtedness refinances (i) Indebtedness subordinated or pari passu to the Notes or any
Guarantee thereof, such Refinancing Indebtedness is subordinated or pari passu to the Notes or the Guarantee at least to the same extent as the Indebtedness being refinanced or refunded or (ii) Disqualified Stock or Preferred Stock, such
Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively, and 
 (C) shall not include:

 (i) Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary that is not a Guarantor that refinances
Indebtedness, Disqualified Stock or Preferred Stock of an Issuer; 
 (ii) Indebtedness, Disqualified Stock or Preferred Stock
of a Restricted Subsidiary that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Guarantor; or 
 (iii) Indebtedness, Disqualified Stock or Preferred Stock of a Covenant Party or a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary; 

and provided further that subclause (A) of this clause (12) will not apply to any refunding or refinancing of Indebtedness
under a Credit Facility; 
 (13) Indebtedness, Disqualified Stock or Preferred Stock of (x) a Covenant Party or a
Restricted Subsidiary incurred to finance an acquisition or (y) Persons that are acquired by a Covenant Party or any Restricted Subsidiary or merged into a Covenant Party or a Restricted Subsidiary in accordance with the terms of this
Indenture; provided that either 
 (i) such Indebtedness, Disqualified Stock or Preferred Stock: 
 (a) is not Secured Indebtedness and is subordinated to the Notes on terms no less favorable to the holders thereof than the subordination
terms set forth in the indenture governing the Senior Subordinated Discount Notes as in effect on August 9, 2006; 
 (b)
is not incurred while a Default exists and no Default shall result therefrom; and 
 (c) matures and does not require any
payment of principal prior to the final maturity or the Notes (other than in a manner consistent with the terms of this Indenture); or 
  

 -71- 








 (ii) after giving effect to such acquisition or merger, either 
 (a) the Issuers would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test
set forth in Section 4.09(a) hereof, or 
 (b) the Consolidated Leverage Ratio is less than immediately prior to such
acquisition or merger; 
 (14) Indebtedness arising from the honoring by a bank or other financial institution of a check,
draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence; 
 (15) Indebtedness of a Covenant Party or any of the Restricted Subsidiaries supported by a letter of credit issued pursuant to the Credit
Facilities, in a principal amount not in excess of the stated amount of such letter of credit; 
 (16) (a) any guarantee by a
Covenant Party or a Restricted Subsidiary of Indebtedness or other obligations of any Covenant Party that is not an Issuer or any Restricted Subsidiary so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is
permitted under the terms of this Indenture, or 
 (b) any guarantee by a Covenant Party or a Restricted Subsidiary of
Indebtedness of the Issuers; provided that such guarantee is incurred in accordance with Section 4.15 hereof; 
 (17) Indebtedness of Foreign Subsidiaries of a Covenant Party or any Restricted Subsidiary incurred not to exceed at any one time outstanding and together with any other Indebtedness incurred under this clause (17) 5.0% of the Total
Assets of the Foreign Subsidiaries (it being understood that any Indebtedness incurred pursuant to this clause (17) shall cease to be deemed incurred or outstanding for purposes of this clause (17) but shall be deemed incurred for the
purposes of Section 4.09(a) hereof from and after the first date on which such Foreign Subsidiary could have incurred such Indebtedness under Section 4.09(a) hereof without reliance on this clause (17)); 
 (18) Indebtedness, Disqualified Stock or Preferred Stock of a Covenant Party or a Restricted Subsidiary incurred to finance or assumed in
connection with an acquisition in a principal amount not to exceed $200.0 million in the aggregate at any one time outstanding together with all other Indebtedness, Disqualified Stock and/or Preferred Stock issued under this clause (18)
(it being understood that any Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to this clause (18) shall cease to be deemed incurred or outstanding for purposes of this clause (18) but shall be deemed incurred for the
purposes of Section 4.09(a) hereof from and after the first date on which such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred Stock under Section 4.09(a) hereof without reliance on this
clause (18)); 
 (19) Indebtedness of a Covenant Party or any of the Restricted Subsidiaries consisting of (i) the
financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements in each case, incurred in the ordinary course of business; 
  


 -72- 








 (20) Indebtedness consisting of Indebtedness issued by a Covenant Party or any of the
Restricted Subsidiaries to current or former officers, directors and employees thereof or any direct or indirect parent thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity
Interests of a Covenant Party, a Restricted Subsidiary or any of their respective direct or indirect parent companies to the extent described in clause (4) of Section 4.07(b) hereof; and 
 (21) Indebtedness incurred on behalf of, or representing Guarantees of Indebtedness of, joint ventures of a Covenant Party or any
Restricted Subsidiary not in excess of $25.0 million at any time outstanding. 
 (c) For purposes of determining compliance with
Section 4.09: 
 (1) in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion
thereof) meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in clauses (1) through (21) of Section 4.09(b) hereof or is entitled to be incurred pursuant to
Section 4.09(a) hereof, the Issuers, in their sole discretion, shall classify or reclassify such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) and shall only be required to include the amount and type of
such Indebtedness, Disqualified Stock or Preferred Stock in one of the above clauses; provided that all Indebtedness outstanding under the Credit Facilities on the Issue Date shall be treated as incurred on the Issue Date under
clause (1) of Section 4.09(b) hereof; and 
 (2) at the time of incurrence, the Issuers will be entitled to divide
and classify an item of Indebtedness in more than one of the types of Indebtedness described in Section 4.09(a) and Section 4.09(b) hereof. 
 Accrual of interest, the accretion of accreted value and the payment of interest or dividends in the form of additional Indebtedness, Disqualified Stock or Preferred Stock, as applicable, will not be deemed to be an
incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this Section 4.09. 
 For purposes of determining
compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate
in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign
currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction
shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. 
 The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being
refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing. 
 Notwithstanding anything to the contrary, the Issuers shall not, and shall not permit any Restricted Guarantor to, directly or indirectly, incur any
Indebtedness (including Acquired Indebtedness) that is subordinated or junior in right of payment to any Indebtedness of the Issuers or such Restricted Guarantor, as the case may be, unless such Indebtedness is expressly subordinated in right of
payment to the Notes or such Restricted Guarantor’s Guarantee to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Issuers or such Restricted Guarantor, as the case may be. 
  

 -73- 








 For the purposes of this Indenture, Indebtedness that is unsecured is not deemed to be subordinated or
junior to Secured Indebtedness merely because it is unsecured, and Senior Indebtedness is not deemed to be subordinated or junior to any other Senior Indebtedness merely because it has a junior priority with respect to the same collateral.

 Section 4.10 Asset Sales. 
 (a) The
Covenant Parties shall not, and shall not permit any of the Restricted Subsidiaries to, cause, make or suffer to exist an Asset Sale, unless: 
 (1) a Covenant Party or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Issuers) of the
assets sold or otherwise disposed of; and 
 (2) except in the case of a Permitted Asset Swap, at least 75% of the
consideration therefor received by a Covenant Party or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: 
 (A) any liabilities (as shown on such Covenant Party’s or such Restricted Subsidiary’s most recent balance sheet or in the
footnotes thereto) of a Covenant Party or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes, that are assumed by the transferee of any such assets and for which the Covenant Parties and all of the
Restricted Subsidiaries have been validly released by all creditors in writing, 
 (B) any securities received by such
Covenant Party or such Restricted Subsidiary from such transferee that are converted by such Covenant Party or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale,
and 
 (C) any Designated Non-cash Consideration received by such Covenant Party or such Restricted Subsidiary in such Asset
Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed 5.0% of Total Assets at the time of the receipt of
such Designated Non-cash Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value, 
 shall be deemed to be cash for purposes of this provision and for no other purpose. 
 (b) Within 15 months after the receipt of any Net Proceeds of any Asset Sale, such Covenant Party or such Restricted Subsidiary, at its option, may
apply the Net Proceeds from such Asset Sale, 
  

 -74- 








 (1) to permanently reduce: 
 (A) Obligations under the Senior Credit Facilities and to correspondingly reduce commitments with respect thereto; 
 (B) Obligations under the Senior Indebtedness that is secured by a Lien, which Lien is permitted by this Indenture, and to correspondingly
reduce commitments with respect thereto; 
 (C) Obligations under (i) Notes (to the extent such purchases are at or above
100% of the principal amount thereof) or (ii) any other Senior Indebtedness of an Issuer or a Restricted Guarantor (and to correspondingly reduce commitments with respect thereto); provided that the Issuers shall equally and ratably
reduce Obligations under the Notes as provided under Section 3.07 hereof through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with this
Section 4.10(c) hereof) to all Holders of Notes to purchase their Notes at 100% of the principal amount thereof, plus, in the case of each of clauses (i) and (ii), the amount of accrued but unpaid interest, if any, on the amount of Notes
that would otherwise be prepaid; 
 (D) Indebtedness of a Restricted Subsidiary that is not a Guarantor, other than
Indebtedness owed to a Covenant Party or another Restricted Subsidiary; or 
 (E) Obligations under Subordinated Indebtedness
in an aggregate principal amount not to exceed the Asset Sale Prepayment Amount; or 
 (2) to make (A) an Investment in
any one or more businesses, provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in a Covenant Party or Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock
of such business such that it constitutes a Restricted Subsidiary, (B) properties, (C) capital expenditures or (D) acquisitions of other assets that, in the case of each of (A), (B), (C) and (D) are either (x) used or
useful in a Similar Business or (y) replace the businesses, properties and/or assets that are the subject of such Asset Sale; 
 provided that,
in the case of clause (2) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as the Covenant Party, or such other Restricted Subsidiary enters into such
commitment with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later
cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, such Covenant Party or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within
180 days of such cancellation or termination; provided further that if any Second Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess
Proceeds. Notwithstanding anything to the contrary, any Net Proceeds from the sale, transfer, conveyance or other disposal of all or substantially all of the assets of ACN and its Subsidiaries that are Restricted Subsidiaries to the extent otherwise
permitted under this Indenture, will be applied in accordance with this paragraph within 12 months after receipt of such Net Proceeds, and the proviso to the previous sentence with respect to Acceptable Commitments and Second Commitments will not be
applicable to the application of such Net Proceeds. 
  

 -75- 








 (c) Any Net Proceeds from the Asset Sale that are not invested or applied as provided and within the time
period set forth in Section 4.10(b) will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $100.0 million, the Issuers shall make an offer to all Holders of the Notes and, if required
by the terms of any Indebtedness that is pari passu with the Notes (“Pari Passu Indebtedness”), to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate
principal amount of the Notes and such Pari Passu Indebtedness that is a minimum of $2,000 or an integral multiple of $1,000 (in each case in aggregate principal amount), that may be purchased out of the Excess Proceeds at an offer price in cash in
an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. The Issuers
shall commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $100.0 million by mailing the notice required pursuant to the terms of this Indenture, with a copy to the
Trustee. 
 To the extent that the aggregate principal amount of Notes and such Pari Passu Indebtedness tendered pursuant to an Asset Sale
Offer is less than the Excess Proceeds, the Issuers may use any remaining Excess Proceeds for general corporate purposes, subject to the other covenants contained in this Indenture. If the aggregate principal amount of Notes and the Pari Passu
Indebtedness surrendered in an Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such Pari Passu Indebtedness to be purchased on a pro rata basis based on the principal amount of the Notes and such Pari
Passu Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. 
 (d)
Pending the final application of any Net Proceeds pursuant to this covenant, the holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net
Proceeds in any manner not prohibited by this Indenture. 
 (e) The Issuers shall comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any
securities laws or regulations conflict with the provisions of this Indenture, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by
virtue thereof. 
 Section 4.11 Transactions with Affiliates. 
 (a) The Covenant Parties shall not, and shall not permit any of the Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any
property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuers (each of the foregoing, an “Affiliate
Transaction”) involving aggregate payments or consideration in excess of $20.0 million, unless: 
 (1) such
Affiliate Transaction is on terms that are not materially less favorable to the relevant Covenant Party or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by such Covenant Party or such
Restricted Subsidiary with an unrelated Person on an arm’s-length basis; and 
 (2) the Issuers deliver to the Trustee
with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of 

  

 -76- 








 
$50.0 million, a resolution adopted by the majority of the board of directors of the Issuers approving such Affiliate Transaction and set forth in an
Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) of this Section 4.11(a). 
 (b) The
provisions of Section 4.11(a) hereof shall not apply to the following: 
 (1) transactions between or among the Covenant
Parties or any of the Restricted Subsidiaries; 
 (2) Restricted Payments permitted by Section 4.07 hereof and the
definition of “Permitted Investments”; 
 (3) the payment of management, consulting, monitoring, transaction,
advisory and termination fees and related expenses to Valcon Acquisition, B.V., in each case pursuant to the Sponsor Management Agreements; 
 (4) the payment of reasonable and customary fees paid to, and indemnities provided on behalf of, Officers, directors, employees or consultants of Covenant Parties, any of their direct or indirect parent companies or
any of the Restricted Subsidiaries; 
 (5) transactions in which any of the Covenant Parties or any of the Restricted
Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to such Covenant Party or such Restricted Subsidiary from a financial point of view or stating that the
terms are not materially less favorable to such Covenant Party or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by such Covenant Party or such Restricted Subsidiary with an unrelated Person
on an arm’s-length basis; 
 (6) any agreement as in effect as of August 9, 2006 or any amendment thereto (so long
as any such amendment is not disadvantageous to the Holders when taken as a whole as compared to the applicable agreement as in effect on August 9, 2006); 
 (7) the existence of, or the performance by the Covenant Parties or any of the Restricted Subsidiaries of its obligations under the terms
of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of August 9, 2006 and any similar agreements which it may enter into thereafter; provided,
however, that the existence of, or the performance by the Covenant Parties or any of the Restricted Subsidiaries of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after
August 9, 2006 shall only be permitted by this clause (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders when taken as a whole; 
 (8) the Transactions and the payment of all fees and expenses related to the Transactions, in each case as disclosed in the Original
Offering Memorandum; 
 (9) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in
each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which are fair to the Covenant Parties and the Restricted Subsidiaries, in the reasonable determination of the board of directors of the
Issuers or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; 
  

 -77- 








 (10) the issuance of Equity Interests (other than Disqualified Stock) of VNU HF to its
direct or indirect parent or to any Permitted Holder or the contribution to the common equity of any Covenant Party or Restricted Subsidiary; 
 (11) sales of accounts receivable, or participations therein, in connection with any Receivables Facility; 
 (12) payments by a Covenant Party or any of the Restricted Subsidiaries to any of the Investors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking
activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by a majority of the board of directors of the Issuers in good faith; 
 (13) payments or loans (or cancellation of loans) to employees or consultants of the Covenant Parties, any of their direct or indirect
parent companies or any of the Restricted Subsidiaries and employment agreements, stock option plans and other similar arrangements with such employees or consultants which, in each case, are approved by the Issuers in good faith; and 
 (14) Investments by the Investors, a Parent or any direct or indirect parent of a Parent in securities of the Covenant Parties or any of
the Restricted Subsidiaries so long as (i) the investment is being offered generally to other investors on the same or more favorable terms and (ii) the investment constitutes less than 5% of the proposed or outstanding issue amount of
such class of securities. 
 Section 4.12 Liens. 
 The Covenant Parties shall not, and shall not permit any Restricted Guarantor to, directly or indirectly, create, incur, assume or suffer to exist any Lien (except Permitted Liens) that secures obligations under any Indebtedness or any
related Guarantee, on any asset or property of the Issuers or any Restricted Guarantor, or any income or profits therefrom, or assign or convey any right to receive income therefrom, unless: 
 (1) in the case of Liens securing Subordinated Indebtedness, the Notes and related Guarantees are secured by a Lien on such property,
assets or proceeds that is senior in priority to such Liens; or 
 (2) in all other cases, the Notes or the Guarantees are
equally and ratably secured. 
 The foregoing shall not apply to (A) Liens securing the Notes and the related Guarantees,
(B) Liens securing Indebtedness permitted to be incurred under Credit Facilities, including any letter of credit facility relating thereto, that was permitted by the terms of this Indenture to be incurred pursuant to clause (1) of
Section 4.09(b) hereof and (C) Liens incurred to secure Obligations in respect of any Indebtedness permitted to be incurred pursuant to Section 4.09 hereof; provided that, with respect to Liens securing Obligations permitted
under this subclause (C), at the time of incurrence and after giving pro forma effect thereto, the Consolidated Secured Debt Ratio would be no greater than 4.75 to 1.0. 
 Section 4.13 Corporate Existence. 
 Subject to Article 5 hereof, the Issuers shall do or cause to be
done all things necessary to preserve and keep in full force and effect (i) their corporate existence, and the corporate, partnership or other existence of each of the Restricted Subsidiaries, in accordance with the respective organizational


  

 -78- 








 
documents (as the same may be amended from time to time) of the Issuers or any such Restricted Subsidiary and (ii) the rights (charter and statutory),
licenses and franchises of the Issuers and the Restricted Subsidiaries; provided that the Issuers shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of the
Restricted Subsidiaries, if the Issuers in good faith shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Issuers and the Restricted Subsidiaries, taken as a whole. 
 Section 4.14 Offer to Repurchase Upon Change of Control. 
 (a) If a Change of Control occurs, unless the Issuers have previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuers shall make an offer to
purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest and Additional Interest, if any, to the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days
following any Change of Control, the Issuers shall send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee and each Agent, to each Holder of Notes to the address of such Holder appearing in the security register
with a copy to the Trustee and each Agent, with the following information: 
 (1) that a Change of Control Offer is being made
pursuant to this Section 4.14. and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuers; 
 (2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such
notice is mailed (the “Change of Control Payment Date”); 
 (3) that any Note not properly tendered will
remain outstanding and continue to accrue interest; 
 (4) that unless the Issuers default in the payment of the Change of
Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date; 
 (5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with
the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day
preceding the Change of Control Payment Date; 
 (6) that Holders will be entitled to withdraw their tendered Notes and their
election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control notice, a telegram, telex, facsimile
transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;

  

 -79- 








 (7) that if the Issuers are redeeming less than all of the Notes, the Holders of the
remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of
$1,000, in each case in principal amount; and 
 (8) the other instructions, as determined by the Issuers, consistent with
this Section 4.14, that a Holder must follow. 
 The notice, if mailed in a manner herein provided, shall be conclusively presumed to
have been given, whether or not the Holder receives such notice. If (a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such
Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall comply with the
requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer.
To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its
obligations under this Section 4.14 by virtue thereof. 
 (b) On the Change of Control Payment Date, the Issuers will, to the extent
permitted by law, 
 (1) accept for payment all Notes issued by them or portions thereof properly tendered pursuant to the
Change of Control Offer, 
 (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in
respect of all Notes or portions thereof so tendered, and 
 (3) deliver, or cause to be delivered, to the Trustee for
cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers. 
 (c) The Issuers shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer
in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn under such
Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of
Control at the time of making of the Change of Control Offer. 
 (d) Other than as specifically provided in this Section 4.14, any
purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof. 
 Section 4.15 Limitation on
Guarantees of Indebtedness by Restricted Subsidiaries. 
 The Covenant Parties will not permit any Restricted Subsidiary that is a
Wholly-Owned Subsidiary of a Covenant Party (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities), other than a Guarantor or a Foreign Subsidiary of a Domestic Subsidiary, to
guarantee the payment of any Indebtedness of the Issuers or any other Guarantor unless: 
  

 -80- 








 (1) such Restricted Subsidiary within 30 days executes and delivers a supplemental
indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuers or any Guarantor: 
 (a) if the Notes or such Guarantor’s Guarantee are subordinated in right of payment to such Indebtedness, the Guarantee under the
supplemental indenture shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such Indebtedness substantially to the same extent as the Notes are subordinated to such Indebtedness; and 
 (b) if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any
such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes or such Guarantor’s
Guarantee; and 
 (2) such Restricted Subsidiary shall within 30 days deliver to the Trustee an Opinion of Counsel
reasonably satisfactory to the Trustee; 
 provided that this Section 4.15 shall not be applicable to any guarantee of any Restricted Subsidiary
that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. 
 Section 4.16 Suspension of Certain Covenants. 
 (a) During any period of time that: (i) the Notes
have Investment Grade Ratings from both Rating Agencies and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred
to as a “Covenant Suspension Event”), the Covenant Parties and the Restricted Subsidiaries shall not be subject to Section 4.07 hereof, Section 4.08 hereof, Section 4.09 hereof, Section 4.10 hereof,
Section 4.11 hereof, Section 4.14 hereof, Section 4.15 hereof and clause (4) of Section 5.01 hereof (the “Suspended Covenants”). 
 (b) In the event that the Covenant Parties and the Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent
date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating then the Covenant Parties and the Restricted
Subsidiaries shall thereafter again be subject to the Suspended Covenants under this Indenture. The period of time between the Covenant Suspension Event and the Reversion Date is referred to herein as the “Suspension Period”.

 (c) In the event that the Covenant Parties and the Restricted Subsidiaries are not subject to the Suspended Covenants and the Issuers or
any of their Affiliates enter into an agreement to effect a transaction that would result in a Change of Control and one or more of the Rating Agencies indicate that if consummated, such transaction (alone or together with any related
recapitalization or refinancing transactions) would cause such Rating Agency to withdraw its Investment Grade Rating or downgrade the ratings assigned to the Notes below an Investment Grade Rating, then the Covenant Parties and the Restricted
Subsidiaries shall thereafter again be subject to Section 4.14 hereof with respect to future events, including, without limitation, a proposed transaction described in this clause (c). 
  

 -81- 








 (d) On each Reversion Date, all Indebtedness Incurred, or Disqualified Stock or Preferred Stock issued,
during the Suspension Period will be classified as having been Incurred or issued pursuant to Section 4.09(a) or Section 4.09(b) (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be Incurred or
issued thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness or Disqualified Stock or Preferred Stock
would not be so permitted to be Incurred or issued pursuant to Sections 4.09(a) or (b), such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under
Section 4.09(b)(3). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.07 will be made as though Section 4.07 had been in effect since the Issue Date and throughout the
Suspension Period. For the avoidance of doubt, Restricted Payments made during the Suspension Period shall reduce the amount available to be made as Restricted Payments under Section 4.07(a). No Default or Event of Default shall be deemed to
have occurred on the Reversion Date as a result of any actions taken by the Covenant Parties or the Restricted Subsidiaries during the Suspension Period. For purposes of Section 4.10, on the Reversion Date, the unutilized Excess Proceeds amount
shall be reset to zero. 
 (e) The Issuers shall deliver promptly to the Trustee an Officer’s Certificate notifying it of any such
occurrence under this Section 4.16. 
 ARTICLE 5 
 SUCCESSORS 
 Section 5.01 Merger, Consolidation or Sale of All or Substantially All Assets. 
 (a) Neither Issuer nor VNU HF may consolidate or merge with or into or wind up into (whether or not such Person is the surviving corporation), and VNU HF
may not sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Covenant Parties and the Restricted Subsidiaries, taken as a whole, in one or more related transactions, to any Person
unless: 
 (1) such Issuer or VNU HF, as applicable, is the surviving corporation or the Person formed by or surviving any
such consolidation or merger (if other than such Issuer or VNU HF, as applicable) or the Person to whom such sale, assignment, transfer, lease, conveyance or other disposition will have been made is organized or existing under the laws of the United
States, any state thereof, the District of Columbia, or any territory thereof (such Person, as the case may be, being herein called the “Successor Company”); 
 (2) the Successor Company, if other than such Issuer or VNU HF, as applicable, expressly assumes all the obligations of such Issuer under
the Notes or VNU HF under its Guarantee, as applicable, pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee; 
 (3) immediately after such transaction, no Default exists; 
 (4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions
had occurred at the beginning of the applicable four-quarter period, 
  

 -82- 








 (A) the Successor Company would be permitted to incur at least $1.00 of additional
Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in Section 4.09(a) hereof or 
 (B) the
Consolidated Leverage Ratio would be less than such Ratio immediately prior to such transaction; 
 (5) each Guarantor, unless
it is the other party to the transactions described above, in which case Section 5.01(c)(1)(B) hereof shall apply, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this
Indenture, the Notes and the Registration Rights Agreement; and 
 (6) the Issuers shall have delivered to the Trustee an
Officer’s Certificate (from each Issuer) and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture. 
 (b) The Successor Company shall succeed to, and be substituted for such Issuer or VNU HF, as applicable, as the case may be, under this Indenture, the
Guarantees and the Notes, as applicable. Notwithstanding clauses (3) and (4) of Section 5.01(a) hereof, 
 (x)
any Covenant Party or Restricted Subsidiary may consolidate with or merge into or transfer all or part of its properties and assets to an Issuer or Restricted Guarantor; and 
 (y) an Issuer may merge with an Affiliate of such Issuer, as the case may be, solely for the purpose of reorganizing such Issuer in a
State of the United States so long as the amount of Indebtedness of the Covenant Parties and the Restricted Subsidiaries is not increased thereby. 
 (c) Subject to certain limitations described in this Indenture governing release of a Guarantee upon the sale, disposition or transfer of a guarantor, no Restricted Guarantor shall, and the Covenant Parties shall not permit any Restricted
Guarantor to, consolidate or merge with or into or wind up into (whether or not an Issuer or Restricted Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its
properties or assets, in one or more related transactions, to any Person unless: 
 (1) (A) such Restricted Guarantor is the
surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than such Restricted Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a
corporation organized or existing under the laws of the jurisdiction of organization of such Restricted Guarantor, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such
Restricted Guarantor or such Person, as the case may be, being herein called the “Successor Person”); 
 (B)
the Successor Person, if other than such Restricted Guarantor, expressly assumes all the obligations of such Restricted Guarantor under this Indenture and such Restricted Guarantor’s related Guarantee pursuant to supplemental indentures or
other documents or instruments in form reasonably satisfactory to the Trustee; 
 (C) immediately after such transaction, no
Default exists; and 
  

 -83- 








 (D) the Issuers shall have delivered to the Trustee an Officer’s Certificate (from
each Issuer) and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture; or 
 (2) in the case of any Restricted Guarantor other than VNU HF, the transaction does not violate Section 4.10 hereof. 
 (d) In the case of clause 5.01(c)(1) above, the Successor Person shall succeed to, and be substituted for, such Restricted Guarantor under this
Indenture and such Restricted Guarantor’s Guarantee. Notwithstanding the foregoing, any Restricted Guarantor may merge into or transfer all or part of its properties and assets to another Restricted Guarantor or an Issuer. 
 Notwithstanding the foregoing, solely for purposes of this Section 5.01, the sale, transfer, conveyance or other disposal of ACN and its
Subsidiaries that are Restricted Subsidiaries shall not constitute a sale, transfer, conveyance or other disposal of all or substantially all of the assets of the Covenant Parties and the Restricted Subsidiaries, taken as a whole, so long as, at the
time of such transaction, (a) the EBITDA of ACN and its Restricted Subsidiaries on a consolidated basis for the four most recently ended fiscal quarters for which internal financial statements are available represented less than 45% of the
EBITDA of the Covenant Parties and the Restricted Subsidiaries on a consolidated basis for the same four-quarter period and (b) the Covenant Parties and the Restricted Subsidiaries would be permitted to incur at least $1.00 of additional
Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in the first paragraph of Section 4.09(a) hereof. 
 Section 5.02 Successor
Corporation Substituted. 
 Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of
all or substantially all of the assets of the Issuers or VNU HF in accordance with Section 5.01 hereof, the successor corporation formed by such consolidation or into or with which an Issuer or VNU HF is merged or to which such sale,
assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this
Indenture referring to the Issuers or VNU HF shall refer instead to the successor corporation and not to the Issuers or VNU HF, as the case may be), and may exercise every right and power of the Issuers or VNU HF, as the case may be, under this
Indenture with the same effect as if such successor Person had been named as the Issuers or VNU HF, as the case may be, herein; provided that the predecessor Issuers or VNU HF shall not be relieved from the obligation to pay the principal of
and interest and Additional Interest, if any, on the Notes except in the case of a sale, assignment, transfer, conveyance or other disposition of all of the Issuers’ or VNU HF’s assets that meets the requirements of Section 5.01
hereof. 
 ARTICLE 6 
 DEFAULTS
AND REMEDIES 
 Section 6.01 Events of Default. 
 (a) An “Event of Default” wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): 
 (1) default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Notes; 
  

 -84- 








 (2) default for 30 days or more in the payment when due of interest or Additional
Interest on or with respect to the Notes; 
 (3) failure by the Issuers or any Guarantor for 60 days after receipt of written
notice given by the Trustee or the Holders of not less 30% in principal amount of the Notes to comply with any of its obligations, covenants or agreements (other than a default referred to in clauses (1) and (2) above) contained in this
Indenture or the Notes; 
 (4) default under any mortgage, indenture or instrument under which there is issued or by which
there is secured or evidenced any Indebtedness for money borrowed by any Covenant Party or any of the Restricted Subsidiaries or the payment of which is guaranteed by any Covenant Party or any of the Restricted Subsidiaries, other than Indebtedness
owed to a Covenant Party or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is created after the issuance of the Notes, if both: 
 (i) such default either results from the failure to pay any principal of such Indebtedness at its stated final maturity (after giving
effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness
to become due prior to its stated maturity; and 
 (ii) the principal amount of such Indebtedness, together with the principal
amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $100.0 million or more at any
one time outstanding; 
 (5) failure by a Covenant Party or any Significant Party to pay final judgments aggregating in excess
of $100.0 million, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding have been
commenced by any creditor upon such judgment or decree which is not promptly stayed; 
 (6) the Issuers or any of the
Restricted Subsidiaries that is a Significant Party or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Party, pursuant to or within the meaning of any Bankruptcy Law: 
 (i) commences proceedings to be adjudicated bankrupt or insolvent; 
 (ii) consents to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or
consent seeking reorganization or relief under applicable Bankruptcy law; 
 (iii) consents to the appointment of a receiver,
liquidator, assignee, trustee, sequestrator or other similar official of it or for all or substantially all of its property; 
 (iv) makes a general assignment for the benefit of its creditors; or 
 (v) generally is not paying its debts as they
become due; 
  

 -85- 








 (7) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law
that: 
 (i) is for relief against the Issuers or any of the Restricted Subsidiaries that is a Significant Party or any group
of Restricted Subsidiaries that, taken together, would constitute a Significant Party, in a proceeding in which the Issuers or any such Restricted Subsidiaries, that is a Significant Party or any group of Restricted Subsidiaries that, taken
together, would constitute a Significant Party, is to be adjudicated bankrupt or insolvent; 
 (ii) appoints a receiver,
liquidator, assignee, trustee, sequestrator or other similar official of the Issuers or any of the Restricted Subsidiaries that is a Significant Party or any group of Restricted Subsidiaries that, taken together, would constitute a Significant
Party, or for all or substantially all of the property of the Issuers or any of the Restricted Subsidiaries that is a Significant Party or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Party; or

 (iii) orders the liquidation of the Issuers or any of the Restricted Subsidiaries that is a Significant Party or any group
of Restricted Subsidiaries that, taken together, would constitute a Significant Party; 
 and the order or decree remains unstayed and in
effect for 60 consecutive days; or 
 (8) the Guarantee of any Significant Party shall for any reason cease to be in full
force and effect or be declared null and void or any responsible officer of any Guarantor that is a Significant Party, as the case may be, denies that it has any further liability under its Guarantee or gives notice to such effect, other than by
reason of the termination of this Indenture or the release of any such Guarantee in accordance with this Indenture. 
 (b) In the event of
any Event of Default specified in clause (4) of Section 6.01(a) hereof, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled,
waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose: 
 (1) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged; or 
 (2) holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or 
 (3) the default that is the basis for such Event of Default has been cured. 
 Section 6.02 Acceleration. 
 (a) If any Event of Default (other than an Event of Default specified in
clause (6) or (7) of Section 6.01(a) hereof) occurs and is continuing under this Indenture, the Trustee or the Holders of at least 30% in principal amount of the then total outstanding Notes may declare the principal, premium, if any,
interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately; provided, however, that so long as any Indebtedness permitted to be incurred under this Indenture as part of the Senior
Credit Facilities shall be outstanding, no such acceleration shall be effective until the earlier of: 
 (1) acceleration of
any such Indebtedness under the Senior Credit Facilities; or 
  

 -86- 








 (2) five Business Days after the giving of written notice of such acceleration to the
Issuers and the administrative agent under the Senior Credit Facilities. 
 Upon the effectiveness of such declaration, such principal and
interest shall be due and payable immediately. The Trustee shall have no obligation to accelerate the Notes if and so long as a committee of its Responsible Officers in good faith determines acceleration is not in the best interest of the Holders of
the Notes. 
 (b) Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) or (7) of
Section 6.01(a) hereof, all outstanding Notes shall be due and payable immediately without further action or notice. 
 (c) The Holders
of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or
decree and if all existing Events of Default (except nonpayment of principal, interest, Additional Interest, if any, or premium that has become due solely because of the acceleration) have been cured or waived. 
 Section 6.03 Other Remedies. 
 If an Event of Default
occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture. 
 The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission
by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the
extent permitted by law. 
 Section 6.04 Waiver of Past Defaults. 
 Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences
hereunder, except a continuing Default in the payment of the principal of, premium, if any, Additional Interest, if any, or interest on, any Note held by a non-consenting Holder (including in connection with an Asset Sale Offer or a Change of
Control Offer); provided, subject to Section 6.02 hereof, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment default
that resulted from such acceleration. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other Default or impair any right consequent thereon. 
 Section 6.05 Control by Majority. 
 Holders of a majority in principal amount of the then total outstanding Notes may direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines is unduly prejudicial to
the rights of any other Holder of a Note or that would involve the Trustee in personal liability. 
  

 -87- 








 Section 6.06 Limitation on Suits. 
 Subject to Section 6.07 hereof, no Holder of a Note may pursue any remedy with respect to this Indenture or the Notes unless: 
 (1) such Holder has previously given the Trustee notice that an Event of Default is continuing; 
 (2) Holders of at least 30% in principal amount of the total outstanding Notes have requested the Trustee to pursue the remedy;

 (3) Holders of the Notes have offered the Trustee reasonable security or indemnity against any loss, liability or expense;

 (4) the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or
indemnity; and 
 (5) Holders of a majority in principal amount at maturity of the total outstanding Notes have not given the
Trustee a direction inconsistent with such request within such 60-day period. 
 A Holder of a Note may not use this Indenture to prejudice
the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note. 
 Section 6.07 Rights of Holders of Notes to
Receive Payment. 
 Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of
principal, premium, if any, and Additional Interest, if any, and interest on the Note, on or after the respective due dates expressed in the Note (including in connection with an Asset Sale Offer or a Change of Control Offer), or to bring suit for
the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. 
 Section 6.08
Collection Suit by Trustee. 
 If an Event of Default specified in Section 6.01(a)(1) or (2) hereof occurs and is continuing,
the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuers for the whole amount of principal of, premium, if any, and Additional Interest, if any, and interest remaining unpaid on the Notes
and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel. 
 Section 6.09 Restoration of Rights and Remedies. 
 If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued
or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceedings, the Issuers, the Trustee and the Holders shall be restored severally and
respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding has been instituted. 
  

 -88- 








 Section 6.10 Rights and Remedies Cumulative. 
 Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.07 hereof, no
right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every
other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy. 
 Section 6.11 Delay or Omission Not Waiver. 
 No delay or omission of the Trustee or of any Holder of any Note to exercise any right or remedy accruing upon any Event of Default shall impair any such
right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be. 
 Section 6.12 Trustee May File Proofs of Claim. 
 The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Issuers (or any other obligor
upon the Notes including the Guarantors), its creditors or its property and shall be entitled and empowered to participate as a member in any official committee of creditors appointed in such matter and to collect, receive and distribute any money
or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to
receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. 
  

 -89- 








 Section 6.13 Priorities. 
 If the Trustee or any Agent collects any money pursuant to this Article 6, it shall pay out the money in the following order: 
 (i) to the Trustee, the Agents, their agents and attorneys for amounts due under Section 7.07 hereof, including payment of all
compensation, expenses and liabilities incurred, and all advances made, by the Trustee or any Agent and the costs and expenses of collection; 
 (ii) to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if any, and Additional Interest, if any, and interest, ratably, without preference or priority of any kind, according to the
amounts due and payable on the Notes for principal, premium, if any, and Additional Interest, if any, and interest, respectively; and 
 (iii) to the Issuers or to such party as a court of competent jurisdiction shall direct including a Guarantor, if applicable. 
 The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.13. 
 Section 6.14 Undertaking for Costs. 
 In any suit for the enforcement of any right or remedy under this Indenture or in any
suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.14 does not apply to
a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes. 
 ARTICLE 7 
 TRUSTEE 
 Section 7.01 Duties of Trustee. 
 (a) If an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s
own affairs. 
 (b) Except during the continuance of an Event of Default: 
 (i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only
those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and 
  

 -90- 








 (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions
which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. 
 (c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct,
except that: 
 (i) this paragraph does not limit the effect of paragraph (b) of this Section 7.01; 
 (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved in a court
of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and 
 (iii) the Trustee shall
not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof. 
 (d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01. 
 (e) The Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the
Holders of the Notes unless the Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. 
 (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuers. Money held in trust by the Trustee need not be segregated from other funds except to the extent
required by law. 
 Section 7.02 Rights of Trustee. 
 (a) The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the
document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to
examine the books, records and premises of the Issuers, personally or by agent or attorney at the sole cost of the Issuers and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. 
 (b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate (from each Issuer) or an Opinion of Counsel or both.
The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificates or Opinion of Counsel. The Trustee may consult with counsel of its selection and the written advice of such
counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. 
 (c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent or attorney appointed
with due care. 
 (d) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be
authorized or within the rights or powers conferred upon it by this Indenture. 
  

 -91- 








 (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice
from the Issuers shall be sufficient if signed by an Officer of each Issuer. 
 (f) None of the provisions of this Indenture shall require
the Trustee to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for
believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it. 
 (g) The
Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default is received by the Trustee
at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture. 
 (h) In no event shall the Trustee
be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and
regardless of the form of action. 
 (i) The rights, privileges, protections, immunities and benefits given to the Trustee, including,
without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder. 
 (j) In the event the Issuers are required to pay Additional Interest, the Issuers will provide written notice to the Trustee of the Issuers’
obligation to pay Additional Interest no later than 15 days prior to the next Interest Payment Date, which notice shall set forth the amount of the Additional Interest to be paid by the Issuers. The Trustee shall not at any time be under any duty or
responsibility to any Holders to determine whether the Additional Interest is payable and the amount thereof. 
 Section 7.03 Individual Rights of
Trustee. 
 The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the
Issuers or any Affiliate of the Issuers with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for
permission to continue as trustee or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof. 
 Section 7.04 Trustee’s Disclaimer. 
 The Trustee shall not be responsible for and makes no representation as to the
validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Issuers’ use of the proceeds from the Notes or any money paid to the Issuers or upon the Issuers’ direction under any provision of this Indenture, it
shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in
connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication. 
  

 -92- 








 Section 7.05 Notice of Defaults. 
 If a Default occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to Holders of Notes a notice of the Default within 90 days after it occurs. Except in the case of a Default relating to
the payment of principal, premium, if any, or interest on any Note, the Trustee may withhold from the Holders notice of any continuing Default if and so long as a committee of its Responsible Officers in good faith determines that withholding the
notice is in the interests of the Holders of the Notes. The Trustee shall not be deemed to know of any Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is such a Default is
received by the Trustee at the Corporate Trust Office of the Trustee. 
 Section 7.06 Reports by Trustee to Holders of the Notes. 
 Within 60 days after each May 15, beginning with the May 15 following the date of this Indenture, and for so long as Notes remain outstanding,
the Trustee shall mail to the Holders of the Notes a brief report dated as of such reporting date that complies with Trust Indenture Act Section 313(a) (but if no event described in Trust Indenture Act Section 313(a) has occurred within
the twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with Trust Indenture Act Section 313(b)(2). The Trustee shall also transmit by mail all reports as required by Trust Indenture Act
Section 313(c). 
 A copy of each report at the time of its mailing to the Holders of Notes shall be mailed to each Issuer and filed
with the SEC and each stock exchange on which the Notes are listed in accordance with Trust Indenture Act Section 313(d). The Issuers shall promptly notify the Trustee when the Notes are listed on any stock exchange. 
 Section 7.07 Compensation and Indemnity. 
 The Issuers
shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the parties shall agree in writing from time to time. The Trustee’s compensation shall not be limited by any law on
compensation of a trustee of an express trust. The Issuers shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such
expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel. 
 The Issuers and
the Guarantors, jointly and severally, shall indemnify the Trustee for, and hold the Trustee harmless against, any and all loss, damage, claims, liability or expense (including attorneys’ fees) incurred by it in connection with the acceptance
or administration of this trust and the performance of its duties hereunder (including the costs and expenses of enforcing this Indenture against the Issuers or any of the Guarantors (including this Section 7.07) or defending itself against any
claim whether asserted by any Holder, the Issuers or any Guarantor, or liability in connection with the acceptance, exercise or performance of any of its powers or duties hereunder). The Trustee shall notify the Issuers promptly of any claim for
which it may seek indemnity. Failure by the Trustee to so notify the Issuers shall not relieve the Issuers of their obligations hereunder. The Issuers shall defend the claim and the Trustee may have separate counsel and the Issuers shall pay the
fees and expenses of such counsel. The Issuers need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct, negligence or bad faith. 
 The obligations of the Issuers under this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the earlier resignation or
removal of the Trustee. 
  

 -93- 








 To secure the payment obligations of the Issuers and the Guarantors in this Section 7.07, the
Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this
Indenture. 
 When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(a)(6) or
(7) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. 
 The Trustee shall comply with the provisions of Trust Indenture Act Section 313(b)(2) to the extent applicable. 
 Section 7.08 Replacement of Trustee. 
 A resignation
or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign in writing at any time and be
discharged from the trust hereby created by so notifying the Issuers. The Holders of a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuers in writing. The Issuers may remove
the Trustee if: 
 (a) the Trustee fails to comply with Section 7.10 hereof; 
 (b) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy
Law; 
 (c) a custodian or public officer takes charge of the Trustee or its property; or 
 (d) the Trustee becomes incapable of acting. 
 If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuers shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office,
the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuers. 
 If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee (at the Issuers’ expense), the Issuers or the Holders of at least 10% in principal
amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee. 
 If the
Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee. 
 A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and
to the Issuers. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a
notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided
for in Section 7.07 hereof. 
  

 -94- 








 Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuers’ obligations under
Section 7.07 hereof shall continue for the benefit of the retiring Trustee. 
 Section 7.09 Successor Trustee by Merger, etc. 
 If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the
successor corporation without any further act shall be the successor Trustee. 
 Section 7.10 Eligibility; Disqualification. 
 There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of
any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $50,000,000 as set forth
in its most recent published annual report of condition. 
 This Indenture shall always have a Trustee who satisfies the requirements of
Trust Indenture Act Sections 310(a)(1), (2) and (5). The Trustee is subject to Trust Indenture Act Section 310(b). 
 Section 7.11 Preferential
Collection of Claims Against Issuers. 
 The Trustee is subject to Trust Indenture Act Section 311(a), excluding any creditor
relationship listed in Trust Indenture Act Section 311(b). A Trustee who has resigned or been removed shall be subject to Trust Indenture Act Section 311(a) to the extent indicated therein. 
 ARTICLE 8 
 LEGAL DEFEASANCE AND COVENANT
DEFEASANCE 
 Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance. 
 The Issuers may, at their option and at any time, elect to have either Section 8.02 or 8.03 hereof applied to all outstanding Notes upon compliance
with the conditions set forth below in this Article 8. 
 Section 8.02 Legal Defeasance and Discharge. 
 Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers and the Guarantors shall,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees on the date the conditions set forth below are
satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to
be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all their other obligations under such Notes and this Indenture
including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or
discharged hereunder: 
 (a) the rights of Holders of Notes to receive payments in respect of the principal of, premium, if
any, and interest on the Notes when such payments are due solely out of the trust created pursuant to this Indenture referred to in Section 8.04 hereof; 
  

 -95- 








 (b) the Issuers’ obligations with respect to Notes concerning issuing temporary
Notes, registration of such Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust; 
 (c) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuers’ obligations in connection therewith; and

 (d) this Section 8.02. 
 Subject to compliance with this Article 8, the Issuers may exercise their option under this Section 8.02 notwithstanding the prior exercise of their option under Section 8.03 hereof. 
 Section 8.03 Covenant Defeasance. 
 Upon the
Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from
their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 hereof and clauses (4) and (5) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect
to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any
direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that
such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers may omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other
document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon
the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(3), 6.01(4), 6.01(5), 6.01(6)
(solely with respect to Restricted Subsidiaries that are Significant Parties), 6.01(7) (solely with respect to Restricted Subsidiaries that are Significant Parties) and 6.01(8) hereof shall not constitute Events of Default. 
 Section 8.04 Conditions to Legal or Covenant Defeasance. 
 The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes: 
 In
order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes: 
 (1) the Issuers must
irrevocably deposit with DBTCA, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, rated AAA or better by S&P and Aaa or better by Moody’s, in such amounts as will
be sufficient, in 

  

 -96- 








 
the opinion of a nationally recognized firm of independent public accountants, to pay the principal amount of, premium, if any, and interest due on the Notes
on the stated maturity date or on the redemption date, as the case may be, of such principal amount, premium, if any, or interest on such Notes and the Issuers must specify whether such Notes are being defeased to maturity or to a particular
redemption date; 
 (2) in the case of Legal Defeasance, the Issuers shall have delivered to the Trustee an Opinion of Counsel
reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, 
 (a) the Issuers has
received from, or there has been published by, the United States Internal Revenue Service a ruling, or 
 (b) since the
issuance of the Notes, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the
Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such Legal Defeasance had not occurred; 
 (3) in the case of Covenant Defeasance,
the Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes will not recognize income, gain or loss for U.S.
federal income tax purposes as a result of such Covenant Defeasance and will be subject to such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; 

(4) no Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous
deposit relating to other Indebtedness, including the Senior Subordinated Discount Notes, and in each case the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit; 
 (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Senior
Credit Facilities, the Existing Senior Notes the Senior Subordinated Discount Notes or the indentures pursuant to which the Existing Senior Notes or Senior Subordinated Discount Notes were issued or any other material agreement or instrument (other
than this Indenture) to which, the Issuers or any Restricted Guarantor is a party or by which the Issuers or any Restricted Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make the deposit required to
effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness, including the Senior Subordinated Discount Notes, and the granting of Liens in connection therewith); 
 (6) the Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that, as of the date of such opinion and subject
to customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of Section 547 of Title 11 of the United States Code; 
  

 -97- 








 (7) each Issuer shall have delivered to the Trustee an Officer’s Certificate stating
that the deposit was not made by such Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of such Issuer or any Restricted Guarantor or others; and 
 (8) the Issuers shall have delivered to the Trustee an Officer’s Certificate (from each Issuer) and an Opinion of Counsel (which
Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

 Section 8.05 Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions. 
 Subject to Section 8.06 hereof, all money and Government Securities (including the proceeds thereof) deposited with DBTCA (or other qualifying
trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by DBTCA in accordance with the provisions of
such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers or a Guarantor acting as Paying Agent), as DBTCA may determine, to the Holders of such Notes of all sums due and to become due thereon
in respect of principal, premium and Additional Interest, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. 
 The Issuers shall pay and indemnify the Trustee, and DBTCA against any tax, fee or other charge imposed on or assessed against the cash or Government
Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. 
 Anything in this Article 8 to the contrary notwithstanding, DBTCA shall deliver or pay to the Issuers from time to time upon the request of the Issuers
any money or Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to DBTCA (which may
be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance. 
 Section 8.06 Repayment to Issuers. 
 Any money
deposited with DBTCA or any Paying Agent, or then held by the Issuers, in trust for the payment of the principal of, premium and Additional Interest, if any, or interest on any Note and remaining unclaimed for two years after such principal, and
premium and Additional Interest, if any, or interest has become due and payable shall be paid to the Issuers on their request or (if then held by the Issuers) shall be discharged from such trust; and the Holder of such Note shall thereafter look
only to the Issuers for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuers as trustee thereof, shall thereupon cease. 
 Section 8.07 Reinstatement. 
 If DBTCA or the Paying
Agent is unable to apply any United States dollars or Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, then the Issuers’ obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the
Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 

  

 -98- 








 
hereof, as the case may be; provided that, if the Issuers make any payment of principal of, premium and Additional Interest, if any, or interest on
any Note following the reinstatement of its obligations, the Issuers shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee, DBTCA or the Paying Agent. 
 ARTICLE 9 
 AMENDMENT, SUPPLEMENT AND WAIVER

 Section 9.01 Without Consent of Holders of Notes. 
 Notwithstanding Section 9.02 hereof, the Issuers, any Guarantor (with respect to a Guarantee or this Indenture) and the Trustee may amend or supplement this Indenture and any Guarantee or Notes without the
consent of any Holder: 
 (1) to cure any ambiguity, omission, mistake, defect or inconsistency; 
 (2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes; 
 (3) to comply with Section 5.01 hereof; 
 (4) to provide the assumption of an Issuer’s or any Guarantor’s obligations to the Holders; 
 (5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder; 
 (6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon an Issuer or any Guarantor;

 (7) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the
Trust Indenture Act; 
 (8) to evidence and provide for the acceptance and appointment under this Indenture of a successor
Trustee thereunder pursuant to the requirements thereof; 
 (9) to provide for the issuance of exchange notes or private
exchange notes, which are identical to exchange notes except that they are not freely transferable; 
 (10) to add a Guarantor
under this Indenture; 
 (11) to conform the text of this Indenture, Guarantees or the Notes to any provision of the
“Description of Notes” section of the Offering Memorandum to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee or Notes; or

 (12) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted
by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in
violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes. 
  

 -99- 








 Upon the request of the Issuers accompanied by resolutions of each of their boards of directors
authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuers and the Guarantors in the execution of any
amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended
or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a Guarantor under this Indenture
upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, and delivery of an Officer’s Certificate. 
 Section 9.02 With Consent of Holders of Notes. 
 Except as provided below in this Section 9.02, the Issuers and the Trustee may amend or supplement this Indenture, the Notes and the Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes
(including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and
6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium and Additional Interest, if any, or interest on the Notes, except a payment default resulting from an
acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional
Notes, if any) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are
considered to be “outstanding” for the purposes of this Section 9.02. 
 Upon the request of the Issuers accompanied by
resolutions of each of their boards of directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as
aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuers in the execution of such amended or supplemental indenture unless such amended or supplemental indenture
directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. 
 It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment
or waiver, but it shall be sufficient if such consent approves the substance thereof. 
 After an amendment, supplement or waiver under this
Section 9.02 becomes effective, the Issuers shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. 
  

 -100- 








 Without the consent of each affected Holder of Notes, an amendment or waiver under this Section 9.02
may not (with respect to any Notes held by a non-consenting Holder): 
 (1) reduce the principal amount of such Notes whose
Holders must consent to an amendment, supplement or waiver; 
 (2) reduce the principal amount of or change the fixed final
maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating to Section 3.09, Section 4.10 and Section 4.14 hereof to the extent that any such amendment or
waiver does not have the effect of reducing the principal of or changing the fixed final maturity of any such Note or altering or waiving the provisions with respect to the redemption of such Notes); 
 (3) reduce the rate of or change the time for payment of interest on any Note; 
 (4) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of
the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any
Guarantee which cannot be amended or modified without the consent of all Holders; 
 (5) make any Note payable in money other
than that stated therein; 
 (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or
the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes; 
 (7) make any change
in these amendment and waiver provisions; 
 (8) impair the right of any Holder to receive payment of principal of, or
interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; 
 (9) make any change to the ranking of the Notes that would adversely affect the Holders; or 
 (10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Party in any manner adverse to the Holders
of the Notes. 
 Section 9.03 Compliance with Trust Indenture Act. 
 Every amendment or supplement to this Indenture or the Notes shall be set forth in an amended or supplemental indenture that complies with the Trust Indenture Act as then in effect. 
 Section 9.04 Revocation and Effect of Consents. 
 Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the
consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation
before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder. 
  

 -101- 








 The Issuers may, but shall not be obligated to, fix a record date for the purpose of determining the
Holders entitled to consent to any amendment, supplement, or waiver. If a record date is fixed, then, notwithstanding the preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only such
Persons, shall be entitled to consent to such amendment, supplement, or waiver or to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more
than 120 days after such record date unless the consent of the requisite number of Holders has been obtained. 
 Section 9.05 Notation on or Exchange of
Notes. 
 The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The
Issuers in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver. 
 Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

 Section 9.06 Trustee to Sign Amendments, etc. 
 The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. Each Issuer may not sign
an amendment, supplement or waiver until its board of directors approves it. In executing any amendment, supplement or waiver, the Trustee shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully protected in relying
upon, in addition to the documents required by Section 12.04 hereof, an Officer’s Certificate (from each Issuer) and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by
this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuers and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and
complies with the provisions hereof (including Section 9.03). Notwithstanding the foregoing, no Opinion of Counsel will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture. 

Section 9.07 Payment for Consent. 
 Neither the
Issuers nor any Affiliate of either Issuer shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of
the terms or provisions of this Indenture or the Notes unless such consideration is offered to all Holders and is paid to all Holders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such
consent, waiver or agreement. 
 Section 9.08 Additional Voting Terms; Calculation of Principal Amount. 
 Except as provided in the proviso to the first sentence of Section 9.02, all Notes issued under this Indenture shall vote and consent together on all
matters (as to which any of such Notes may vote) as one class and no series of Notes will have the right to vote or consent as a separate series on any matter. Determinations as to whether Holders of the requisite aggregate principal amount of Notes
have concurred in any direction, waiver or consent shall be made in accordance with this Article 9 and Section 2.14. 
  

 -102- 








 ARTICLE 10 
 GUARANTEES 
 Section 10.01 Guarantee. 
 Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors
and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that: (a) the principal of, interest, premium and Additional Interest, if any, on the Notes
shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or
the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations,
that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any
performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. 
 The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the
Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, any action to enforce the
same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of
insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except by complete performance of the
obligations contained in the Notes and this Indenture. 
 Each Guarantor also agrees to pay any and all costs and expenses (including
reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01. 
 If any
Holder or the Trustee is required by any court or otherwise to return to the Issuers, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or the Guarantors, any amount paid either
to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. 
 Each
Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as
between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof,
such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the
exercise of such right does not impair the rights of the Holders under the Guarantees. 
  

 -103- 








 Each Guarantee shall remain in full force and effect and continue to be effective should any petition be
filed by or against the Issuers for liquidation, reorganization, should the Issuers become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’
assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must
otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that
any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

 In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby. 
 The Guarantee issued by any Guarantor shall be a general
unsecured senior obligation of such Guarantor and shall be pari passu in right of payment with all existing and future Senior Indebtedness of such Guarantor, if any. 
 Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or
nature. 
 Section 10.02 Limitation on Guarantor Liability. 
 Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for
purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and
the Guarantors hereby irrevocably agree that the obligations of each Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are
relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 10, result
in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantor that makes a payment under its Guarantee shall be entitled upon payment in full of all
guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of
such payment determined in accordance with GAAP. 
 Section 10.03 Execution and Delivery. 
 To evidence its Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that this Indenture shall be executed on behalf of such
Guarantor by its president, one of its vice presidents, one of its managers, one of its members, one of its general partners, one of its executives, or its corporate treasurer or controller corporate staff. 
  

 -104- 








 Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in
full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. 
 If an Officer whose
signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Guarantee shall be valid nevertheless. 
 The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors. 
 If required by Section 4.15 hereof, the Issuers shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of
Section 4.15 hereof and this Article 10, to the extent applicable. 
 Section 10.04 Subrogation. 
 Each Guarantor shall be subrogated to all rights of Holders of Notes against the Issuers in respect of any amounts paid by any Guarantor pursuant to the
provisions of Section 10.01 hereof; provided that, if an Event of Default has occurred and is continuing, no Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until
all amounts then due and payable by the Issuers under this Indenture or the Notes shall have been paid in full. 
 Section 10.05 Benefits
Acknowledged. 
 Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements
contemplated by this Indenture and that the guarantee and waivers made by it pursuant to its Guarantee are knowingly made in contemplation of such benefits. 
 Section 10.06 Release of Guarantees. 
 A Guarantee by a Guarantor shall be automatically and unconditionally released and
discharged, and no further action by such Guarantor, the Issuers or the Trustee is required for the release of such Guarantor’s Guarantee, upon: 
 (1) (A) any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of such Guarantor (other than VNU HF) (including any sale, exchange or transfer), after which the applicable Guarantor is no longer
a Restricted Subsidiary or all or substantially all the assets of such Guarantor (other than VNU HF) which sale, exchange or transfer is made in compliance with the applicable provisions of this Indenture; 
 (B) the release or discharge of the guarantee by such Guarantor (other than VNU HF) of the Senior Credit Facilities or the guarantee which
resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee; 
 (C) the proper designation of any Restricted Subsidiary that is a Guarantor (other than VNU HF) as an Unrestricted Subsidiary; or 
 (D) the Issuers exercising their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the Issuers’ obligations under this Indenture being discharged in accordance with the
terms of this Indenture; and 
  

 -105- 








 (2) such Guarantor delivering to the Trustee an Officer’s Certificate and an Opinion
of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with. 
 Section 10.07
Certain Dutch Matters. 
 Notwithstanding anything herein to the contrary, any obligation, guarantee or undertaking granted or assumed
by a Person incorporated under the laws of The Netherlands pursuant to this Indenture shall be deemed not to be undertaken or incurred by such Person to the extent that the same would constitute unlawful financial assistance within the meaning of
Section 2.207(c) or 2.98(c) of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Indenture and the other documents to be
entered into in connection with Notes and the Guarantee shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Persons incorporated under the laws of the Netherlands will continue to guarantee and
secure all such obligations which, if included, do not constitute a violation of the Prohibition. 
 ARTICLE 11 
 SATISFACTION AND DISCHARGE 
 Section 11.01 Satisfaction
and Discharge. 
 This Indenture shall be discharged and shall cease to be of further effect as to all Notes, when either: 
 (1) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes which have been replaced or paid and Notes
for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or 
 (2) (A) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise, shall become due and payable within one year or are to be called for
redemption and redeemed within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers, and an Issuer or any Guarantor have irrevocably deposited
or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration
of any reinvestment of interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;

 (B) no Default (other than that resulting from borrowing funds to be applied to make such deposit with respect to this
Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under the Senior Credit
Facilities, the indentures governing the Existing Senior Notes or Senior Subordinated Discount Notes or any other material agreement or instrument governing Indebtedness (other than this Indenture) to which an Issuer or any Guarantor is a party or
by which an Issuer or any Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness, including the Senior Subordinated
Discount Notes, and the granting of Liens in connection therewith); 
  

 -106- 








 (C) the Issuers have paid or caused to be paid all sums payable by them under this
Indenture; and 
 (D) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward
the payment of the Notes at maturity or the redemption date, as the case may be. 
 In addition, the Issuers must deliver an Officer’s
Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. 
 Notwithstanding the satisfaction and discharge of this Indenture, if money shall have been deposited with the Trustee pursuant to subclause (A) of clause (2) of this Section 11.01, the provisions of Section 11.02 and
Section 8.06 hereof shall survive. 
 Section 11.02 Application of Trust Money. 
 Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 11.01 hereof shall be held in trust
and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers acting as their own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium and Additional Interest, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by
law. 
 If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 11.01 hereof by
reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuers’ and any Guarantor’s obligations under this Indenture
and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 hereof; provided that if the Issuers have made any payment of principal of, premium and Additional Interest, if any, or interest on
any Notes because of the reinstatement of its obligations, the Issuers shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent. 
 ARTICLE 12 
 MISCELLANEOUS 
 Section 12.01 Trust Indenture Act Controls. 
 If any
provision of this Indenture limits, qualifies or conflicts with the duties imposed by Trust Indenture Act Section 318(c), the imposed duties shall control. 
 Section 12.02 Notices. 
 Any notice or communication by any Issuer, any Guarantor, the Trustee or any Paying Agent to the
others is duly given if in writing and delivered in person or mailed by first-class mail (registered or certified, return receipt requested), fax or overnight air courier guaranteeing next day delivery, to the others’ address: 
  

 -107- 








 If to any Issuer and/or any Guarantor: 
 Nielsen Finance LLC 
 Nielsen Finance Co.

 c/o The Nielsen Company 
 770
Broadway 
 New York, NY 10003 
 Fax No.: (646) 654-5000 
 Attention: General Counsel 
 If to the Trustee: 
 Law Debenture Trust
Company of New York 
 400 Madison Avenue, 4th Floor 
 New York, New York 10017 
 Fax No.: (212) 750-1361 
 Attention: Robert L. Bice 
 If to DBTC:

 Deutsche Bank Trust Company Americas 
 60 Wall Street, 27th Floor 
 MS: NYC60 2710 
 New York, NY 10005 
 Fax.: 212-797-8622 
 Attention: Trust and Securities Services 
 with a copy to: 
 Deutsche Bank National Trust Company 
 Trust and Securities Services 
 25 DeForest Avenue 
 Mail Stop: SUM01 0105 
 Summit, New Jersey
07901 
 Fax: 732-578-4635 
 Attention: Trust and Securities Services 
 Each Issuer, any Guarantor, the Trustee or any Paying Agent, by notice to the others,
may designate additional or different addresses for subsequent notices or communications. 
 All notices and communications (other than those
sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five calendar days after being deposited in the mail, postage prepaid, if mailed by first-class mail; when receipt acknowledged, if
faxed; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery; provided that any notice or communication delivered to the Trustee shall be deemed effective upon actual
receipt thereof. 
 Any notice or communication to a Holder shall be mailed by first-class mail, certified or registered, return receipt
requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication shall also be so mailed to any Person described in Trust Indenture Act Section 313(c),
to the extent required by the Trust Indenture Act. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. 
  

 -108- 








 If a notice or communication is mailed in the manner provided above within the time prescribed, it is
duly given, whether or not the addressee receives it. 
 If the Issuers mail a notice or communication to Holders, it shall mail a copy to
the Trustee and each Agent at the same time. 
 Section 12.03 Communication by Holders of Notes with Other Holders of Notes. 
 Holders may communicate pursuant to Trust Indenture Act Section 312(b) with other Holders with respect to their rights under this Indenture or the
Notes. The Issuers, the Trustee, the Registrar and anyone else shall have the protection of Trust Indenture Act Section 312(c). 
 Section 12.04
Certificate and Opinion as to Conditions Precedent. 
 Upon any request or application by the Issuers or any of the Guarantors to the
Trustee to take any action under this Indenture, the Issuers or such Guarantor, as the case may be, shall furnish to the Trustee: 
 (a) An Officer’s Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent
and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and 
 (b) An
Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants
have been satisfied. 
 Section 12.05 Statements Required in Certificate or Opinion. 
 Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided
pursuant to Section 4.04 hereof or Trust Indenture Act Section 314(a)(4)) shall comply with the provisions of Trust Indenture Act Section 314(e) and shall include: 
 (a) a statement that the Person making such certificate or opinion has read such covenant or condition; 
 (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based; 
 (c) a statement that, in the opinion of such Person, he or she has made such
examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with (and, in the case of an Opinion of Counsel, may be limited to reliance on an
Officer’s Certificate as to matters of fact); and 
 (d) a statement as to whether or not, in the opinion of such Person,
such condition or covenant has been complied with. 
  

 -109- 








 Section 12.06 Rules by Trustee and Agents. 
 The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable
requirements for its functions. 
 Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders. 
 No director, officer, employee, incorporator or stockholder of either Issuer or any Guarantor or any of their parent companies shall have any liability
for any obligations of the Issuers or the Guarantors under the Notes, the Guarantees or this Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting Notes waives and releases
all such liability. The waiver and release are part of the consideration for issuance of the Notes. 
 Section 12.08 Governing Law. 
 THIS INDENTURE, THE NOTES AND ANY GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 
 Section 12.09 Waiver of Jury Trial. 
 EACH OF THE
ISSUERS, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE
TRANSACTIONS CONTEMPLATED HEREBY. 
 Section 12.10 Force Majeure. 
 In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused by, directly or indirectly, forces beyond its
reasonable control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities,
communications or computer (software or hardware) services. 
 Section 12.11 No Adverse Interpretation of Other Agreements. 
 This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Issuers or any of the Restricted Subsidiaries or of any
other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture. 
 Section 12.12 Successors. 
 All agreements of the Issuers in this Indenture and the Notes shall bind their successors. All agreements of the Trustee in this Indenture shall bind its
successors. All agreements of each Guarantor in this Indenture shall bind its successors, except as otherwise provided in Section 10.05 hereof. All references to DBTCA in this Indenture shall include its successors and assigns. 
  

 -110- 








 Section 12.13 Severability. 
 In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired
thereby. 
 Section 12.14 Counterpart Originals. 
 The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 
 Section 12.15 Table of Contents, Headings, etc. 
 The Table of Contents, Cross-Reference Table and headings of the Articles
and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. 
 Section 12.16 Qualification of Indenture. 
 The
Issuers and the Guarantors shall qualify this Indenture under the Trust Indenture Act in accordance with the terms and conditions of the Registration Rights Agreement and shall pay all reasonable costs and expenses (including attorneys’ fees
and expenses for the Issuers, the Guarantors and the Trustee) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and the Notes and printing this Indenture and the Notes. The Trustee
shall be entitled to receive from the Issuers and the Guarantors any such Officer’s Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the
Trust Indenture Act. 
 Section 12.17 Currency of Account; Conversion of Currency; Foreign Exchange Restrictions. 
 (a) U.S. dollars are the sole currency of account and payment for all sums payable by the Issuers and the Guarantors under or in connection with the
Notes, the Guarantees of the Notes or this Indenture, including damages related thereto. Any amount received or recovered in a currency other than U.S. dollars by a Holder of Notes (whether as a result of, or of the enforcement of, a judgment or
order of a court of any jurisdiction, in the winding-up or dissolution of the Issuers or otherwise) in respect of any sum expressed to be due to it from the Issuers shall only constitute a discharge to the Issuers to the extent of the U.S. dollar,
as the case may be, which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date
on which it is practicable to do so). If that U.S. dollar is less than the U.S. dollar expressed to be due to the recipient under the Notes, the Issuers shall indemnify it against any loss sustained by it as a result as set forth in
Section 12.17(b). In any event, the Issuers and the Guarantors shall indemnify the recipient against the cost of making any such purchase. For the purposes of this Section 12.17, it will be sufficient for the Holder of a Note to certify in
a satisfactory manner (indicating sources of information used) that it would have suffered a loss had an actual purchase of U.S. dollars been made with the amount so received in that other currency on the date of receipt or recovery (or, if a
purchase of U.S. dollars on such date had not been practicable, on the first date on which it would have been practicable, it being required that the need for a change of date be certified in the manner mentioned above). The indemnities set forth in
this Section 12.17 constitute separate and independent obligations from other obligations of the Issuers and the Guarantors, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by
any Holder of the Notes and shall continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under the Notes. 
  

 -111- 








 (b) The Issuers and the Guarantors, jointly and severally, covenant and agree that the following
provisions shall apply to conversion of currency in the case of the Notes, the Guarantees and this Indenture: 
 (1) (A) If
for the purpose of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency (the “Judgment Currency”) an amount due in any other currency (the “Base
Currency”), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise
determine). 
 (B) If there is a change in the rate of exchange prevailing between the Business Day before the day on which
the judgment is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Issuers and the Guarantors will pay such additional (or, as the case may be,
such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Currency originally due. 
 (2) In the event of the winding-up of the Issuers or any Guarantor at any time while any amount or damages owing under the Notes, the
Guarantees and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Issuers and the Guarantors shall indemnify and hold the Holders and the Trustee harmless against any deficiency arising or resulting
from any variation in rates of exchange between (i) the date as of which the Applicable Currency Equivalent of the amount due or contingently due under the Notes, the Guarantees and this Indenture (other than under this subsection (b)(2)) is
calculated for the purposes of such winding-up and (ii) the final date for the filing of proofs of claim in such winding-up. For the purpose of this subsection (b)(2), the final date for the filing of proofs of claim in the winding-up of the
Issuers or any Guarantor shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Issuers or such Guarantor may be
ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto. 
 (c) The obligations contained in
subsections (a), (b)(1)(B) and (b)(2) of this Section 12.17 shall constitute separate and independent obligations from the other obligations of the Issuers and the Guarantors under this Indenture, shall give rise to separate and independent
causes of action against the Issuers and the Guarantors, shall apply irrespective of any waiver or extension granted by any Holder or the Trustee or either of them from time to time and shall continue in full force and effect notwithstanding any
judgment or order or the filing of any proof of claim in the winding-up of the Issuers or any Guarantor for a liquidated sum in respect of amounts due hereunder (other than under subsection (b)(2) above) or under any such judgment or order. Any such
deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the Trustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Issuers or any Guarantor or the liquidator or otherwise or
any of them. In the case of subsection (b)(2) above, the amount of such deficiency shall not be deemed to be reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution.

  

 -112- 








 (d) The term “rate(s) of exchange” shall mean the rate of exchange quoted by Reuters at 10:00
a.m. (New York time) for spot purchases of the Base Currency with the Judgment Currency other than the Base Currency referred to in subsections (b)(1) and (b)(2) above and includes any premiums and costs of exchange payable. 
 Section 12.18 Agent for Service; Submission to Jurisdiction; Waiver of Immunity. 
 (a) By the execution and delivery of this Indenture, the Guarantors that are not incorporated or otherwise organized under the laws of any State (including the District of Columbia) of the United States
(A) acknowledge that they will, by separate written instrument, designate and appoint Nielsen Finance LLC (and any successor entity) as their authorized agent upon which process may be served in any suit or proceeding arising out of or relating
to this Indenture that may be instituted in any Federal or state court in the State of New York, New York County or brought under Federal or state securities laws, and acknowledge that Nielsen Finance LLC will accept such designation,
(B) submit for themselves and their property to the non exclusive jurisdiction of any such court in any such suit or proceeding, (C) consent that any such proceeding may be brought in any such court and waives trial by jury and any
objection that any of them may now or hereafter have to the venue of any such proceeding in any such court or that such proceeding was brought in any inconvenient court and agrees not to plead or claim the same, (D) agree that service of
process upon Nielsen Finance LLC and written notice of said service to such Guarantors in accordance with Section 12.02 shall be deemed in every respect effective service of process upon such Guarantors in any such suit or proceeding and
(E) agree that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction. 
 (b) To the extent that any Guarantor may be entitled, in any jurisdiction in which judicial proceedings may at any time be commenced with respect to or
arising out of this Indenture, to claim for itself or its revenues, assets or properties immunity (whether by reason of sovereignty or otherwise) from suit, from the jurisdiction of any court (including but not limited to any court of the United
States of America or the State of New York), from attachment prior to judgment, from set-off, from execution of a judgment or from any other legal process, and to the extent that in any such jurisdiction there may be attributed such an immunity
(whether or not claimed), such Guarantor hereby irrevocably agrees not to claim and hereby irrevocably waives such immunity to the extent permitted by law. 
 [Signatures on following page] 
  

 -113- 









					
	NIELSEN FINANCE LLC
		
	By:	 	/s/ Harris A. Black
		 	Name:	 	Harris A. Black
		 	Title:	 	Secretary
	
	NIELSEN FINANCE CO.
		
	By:	 	/s/ Harris A. Black
		 	Name:	 	Harris A. Black
		 	Title:	 	Secretary


 Signature Page to Senior Indenture 








					
	 A. C. NIELSEN (ARGENTINA) S.A.
 A. C. NIELSEN COMPANY, LLC
 ACN HOLDINGS INC.
 ACNIELSEN CORPORATION
 ART HOLDING, L.L.C.
 BILLBOARD CAFES, INC.
 CZT/ACN TRADEMARKS, L.L.C.
 EMIS (CANADA), LLC
 FOREMOST EXHIBITS, INC.
 MFI HOLDINGS, INC.
 NESLEIN HOLDING, L.L.C.
 NETRATINGS, LLC
 NIELSEN BUSINESS MEDIA, INC.
 NIELSEN BUSINESS MEDIA HOLDING COMPANY
 NIELSEN GOVERNMENT AND PUBLIC SECTOR, INC.
 NIELSEN HOLDINGS, L.L.C.
 NIELSEN IAG, INC.
 NIELSEN LEASING CORPORATION
 NIELSEN MOBILE, LLC
 NIELSEN NATIONAL RESEARCH GROUP, INC.
 REWARDTV, INC.
 THE NIELSEN COMPANY (US), LLC
 TNC (US) HOLDINGS, INC.
 VNU MARKETING INFORMATION, INC.

		
	By:	 	/s/ Harris A. Black
		 	Name:	 	Harris A. Black
		 	Title:	 	Vice President


 Signature Page to Senior Indenture 








					
	ATHENIAN LEASING CORPORATION NMR INVESTING I, INC.
		
	By:	 	/s/ Frederick A. Steinmann
		 	Name:	 	Frederick A. Steinmann
		 	Title:	 	Executive Vice President


 Signature Page to Senior Indenture 








					
	NMR LICENSING ASSOCIATES, L.P. A LIMITED PARTNERSHIP
		
	BY:	 	NMR INVESTING I, INC.,
ITS GENERAL PARTNER
		
	By:	 	/s/ Harris A. Black
		 	Name:	 	Harris A. Black
		 	Title:	 	Executive Vice President


 Signature Page to Senior Indenture 








					
	 AGB NIELSEN MEDIA RESEARCH B.V.
 NIELSEN
HOLDING AND FINANCE B.V.
 THE NIELSEN COMPANY B.V.
 VNU
INTERMEDIATE HOLDING B.V.
 VNU INTERNATIONAL B.V.

		
	By:	 	/s/ Harris A. Black
		 	Name:	 	Harris A. Black
		 	Title:	 	


 Signature Page to Senior Indenture 








					
	LAW DEBENTURE TRUST COMPANY OF NEW YORK, as Trustee
		
	By:	 	/s/ Robert L. Bice II
		 	Name:	 	Robert L. Bice II
		 	Title:	 	Vice President


 Signature Page to Senior Indenture 







 EXHIBIT A 
 [Face of Note] 
 [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]

 [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] 
 [Insert OID Legend] 
  

 A-1-1 








 CUSIP
[                    ] 
 ISIN [                    ]1 
 [[RULE 144A][REGULATION S] GLOBAL NOTE 
 representing up to 
 $                    ] 
 11 1/2% Senior Notes due 2016 
  

	 No.          
	 [$                    ]



 NIELSEN FINANCE LLC 
 and 
 NIELSEN FINANCE CO. 
 promise to
pay to CEDE & CO. or registered assigns, the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto] [of
                                         
        United States Dollars] on May 1, 2016. 
 Interest Payment Dates: May 1 and November 1

 Record Dates: April 15 and October 15 
  

	 1
	 Rule 144A Note CUSIP: 65409QAW2 



	  	Rule 144A Note ISIN: US65409QAW24

 Regulation S Note CUSIP:
U65393AJ6 
 Regulation S Note ISIN: USU65393AJ67 
 Exchange Note CUSIP: 65409QAU6 
 Exchange Note ISIN: US65409QAU67 
  

 A-1-2 








 IN WITNESS HEREOF, the Issuers have caused this instrument to be duly executed. 
 Dated: May 1, 2009 
  

			
	NIELSEN FINANCE LLC
		
	By:	 	 
		 	Name:
		 	Title:
	
	NIELSEN FINANCE CO.
		
	By:	 	 
		 	Name:
		 	Title:


  

 A-1-3 








 This is one of the Notes referred to in the within-mentioned Indenture: 
  

			
	LAW DEBENTURE TRUST COMPANY OF NEW YORK, as Trustee
		
	By:	 	 
		 	Authorized Signatory


  

 A-1-4 








 [Back of Note] 
 11 1/2% Senior Notes due 2016 
 Capitalized terms used herein shall have the meanings assigned to them in
the Indenture referred to below unless otherwise indicated. 
 1. INTEREST. Nielsen
Finance LLC, a Delaware limited liability company and Nielsen Finance Co., a Delaware corporation, promise to pay interest on the principal amount of this Note at 11 1/2% per annum from May 1, 20092 until maturity and shall pay the Additional Interest,
if any, payable pursuant to the Registration Rights Agreement referred to below. The Issuers will pay interest and Additional Interest, if any, semi-annually in arrears on May 1 and November 1 of each year, or if any such day is not a
Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of
issuance; provided that the first Interest Payment Date shall be November 1, 20092. The Issuers will pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace periods) from time to time on demand at the interest rate on the Notes. Interest will be computed on the basis of
a 360-day year comprised of twelve 30-day months. 
 2. METHOD OF PAYMENT. The Issuers will pay interest on the Notes and Additional
Interest, if any, to the Persons who are registered Holders of Notes at the close of business on the April 15 or October 15 (whether or not a Business Day), as the case may be, next preceding the Interest Payment Date, even if such Notes
are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. Payment of interest and Additional Interest, if any, may be made by check
mailed to the Holders at their addresses set forth in the register of Holders, provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest, premium and Additional Interest,
if any, on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Issuers or the Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts. 
 3. PAYING AGENT AND REGISTRAR. Initially, Deutsche Bank Trust Company
Americas will act as Paying Agent and Registrar. The Issuers may change any Paying Agent or Registrar without notice to the Holders. The Issuers or any of their Subsidiaries may act in any such capacity. 
 4. INDENTURE. The Issuers issued the Notes under an Indenture, dated as of May 1, 2009 (the “Indenture”), among Nielsen Finance
LLC., Nielsen Finance Co., the Guarantors named therein and the Trustee. This Note is one of a duly authorized issue of notes of the Issuers designated as 
  

	 2
	 With respect to the Initial Notes. 



  

 A-1-5 








 
its 11 1/2% Senior Notes due 2016.
The Issuers shall be entitled to issue Additional Notes pursuant to Section 2.01 and 4.09 of the Indenture. The Notes (including any Exchange Notes issued in exchange therefor) issued under the Indenture (including any Exchange Notes issued in
Exchange therefor) (collectively, referred to herein as the “Notes”) are separate series of Notes, but shall be treated as a single class of securities under the Indenture, unless otherwise specified in the Indenture. The terms of
the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The Notes are subject to all such terms, and Holders are
referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

 5. OPTIONAL REDEMPTION. 
 (a) Except as described below under clauses 5(b), 5(c) and 5(d) hereof, the Notes will not be redeemable at the Issuer’s option prior to maturity. 
 (b) At any time prior to May 1, 2013, the Issuers may redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to the registered address of each
Holder of Notes at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of the Redemption Date and, without duplication, accrued and unpaid interest and Additional Interest, if any, to the
Redemption Date, subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date. 
 (c) On and after May 1, 2013 the Issuers may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at the following redemption prices (expressed as a percentage of the
principal amount of Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of record on the relevant record date to receive
interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on May 1 of each of the years indicated below: 
  

				
	 Year
	  	Percentage	 
	 2013
	  	105.750	%
	 2014
	  	102.875	%
	 2015 and thereafter
	  	100.000	%

 (d) Until May 1, 2012, the Issuers may, at their option, redeem up to 35% of the aggregate
principal amount of Notes at a redemption price equal to 111.50% of the aggregate principal amount thereof plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, with the net cash proceeds of
(a) one or more Equity Offerings and/or (b) one or more sales of a business unit of Parent, in each case to the extent such net cash proceeds are received by or contributed to a Covenant Party or a Restricted Subsidiary of a Covenant
Party; provided that at least 65% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the
occurrence of each such redemption; provided further that each such redemption occurs within 90 days of the date of closing of each such Equity Offering or sale. Notice of any redemption upon any Equity Offering may be given prior to
the redemption thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering. 
  

 A-1-6 








 (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 of the Indenture. 
 6. MANDATORY REDEMPTION. The Issuers shall not be required to make mandatory redemption
or sinking fund payments with respect to the Notes. 
 7. NOTICE OF REDEMPTION. Subject to Section 3.03 of the Indenture, notice of
redemption will be mailed by first-class mail at least 30 days but not more than 60 days before the redemption date (except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with
Article 8 or Article 11 of the Indenture) to each Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held
by a Holder are to be redeemed. On and after the redemption date interest ceases to accrue on Notes or portions thereof called for redemption. 
 8. OFFERS TO REPURCHASE. 
 (a) Upon the occurrence of a Change of Control, the Issuers shall make an offer (a “Change of
Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid
interest and Additional Interest thereon, if any, to the date of purchase (the “Change of Control Payment”). The Change of Control Offer shall be made in accordance with Section 4.14 of the Indenture. 
 (b) If the Issuers or any of the Restricted Subsidiaries consummates an Asset Sale, within 10 Business Days of each date that Excess Proceeds exceed
$100.0 million, the Issuers shall commence, an offer to all Holders of the Notes and, if required by the terms of any Indebtedness that is pari passu with the Notes (“Pari Passu Indebtedness”), to the holders of such Pari
Passu Indebtedness (an “Asset Sale Offer”), to purchase the maximum principal amount of Notes (including any Additional Notes) and such other Pari Passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price
in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Additional Interest thereon, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the
Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuers may use any remaining Excess
Proceeds for general corporate purposes, subject to other covenants contained in the Indenture. If the aggregate principal amount of Notes and the Pari Passu Indebtedness surrendered in an Asset Sale Offer exceeds the amount of Excess Proceeds, the
Trustee shall select the Notes and such Pari Passu Indebtedness to be purchased on a pro rata basis based on the principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount
of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Issuers prior to any related purchase date and may elect to have such Notes purchased by completing
the form entitled “Option of Holder to Elect Purchase” attached to the Notes. 
 9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes
are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents and the Issuers may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuers need not exchange or register the transfer of
any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Issuers need not exchange or register the transfer of any Notes for a period of 15 days before a selection of
Notes to be redeemed. 
  

 A-1-7 








 10. PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes.

 11. AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture, the Guarantees or the Notes may be amended or supplemented as provided in the
Indenture. 
 12. DEFAULTS AND REMEDIES. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If
any Event of Default occurs and is continuing, the Trustee or the Holders of at least 30% in principal amount of the then outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then
outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without
further action or notice. Holders may not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may
direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, Additional Interest, if any, or
interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any
existing Default or and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, Additional Interest, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuers and
each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuers are required within five
(5) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuers propose to take with respect thereto. 
 13. AUTHENTICATION. This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by
the manual signature of the Trustee. 
 14. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE NOTES. In
addition to the rights provided to Holders of Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes shall have all the rights set forth in the Registration Rights Agreement, dated as of May 1, 2009, among
Nielsen Finance LLC, Nielsen Finance Co., the Guarantors named therein and the other parties named on the signature pages thereof (the “Registration Rights Agreement”), including the right to receive Additional Interest (as defined
in the Registration Rights Agreement). 
 15. GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE
INDENTURE, THE DOLLAR NOTES AND THE GUARANTEES. 
 16. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Issuers have caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such
numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 
  

 A-1-8 








 The Issuers will furnish to any Holder upon written request and without charge a copy of the Indenture
and/or the Registration Rights Agreement. Requests may be made to the Issuers at the following address: 
 Nielsen Finance LLC 
 Nielsen Finance Co. 
 c/o The Nielsen Company

 770 Broadway 
 New York, NY
10003 
 Fax No.: (646) 654-5000 
 Attention: General Counsel 
  

 A-1-9 








 ASSIGNMENT FORM 
 To assign this Note, fill in the form below: 
  

			
	(I) or (we) assign and transfer this Note to:  	  	 
		  	(Insert assignee’ legal name)
	
	 
	(Insert assignee’s soc. sec. or tax I.D. no.)
	
	 
	
	 
	
	 
	
	 
	(Print or type assignee’s name, address and zip code)


			
		
	and irrevocably appoint  	  	 
	
	to transfer this Note on the books of the Issuers. The agent may substitute another to act for him.

 Date:
                     
  

			
	Your Signature:  	 	 
		 	(Sign exactly as your name appears on the face of this Note)


  

			
	Signature Guarantee*:  	 	 

  

	*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 

  

 A-1-10 








 OPTION OF HOLDER TO ELECT PURCHASE 
 If you want to elect to have this Note purchased by the Issuers pursuant to Section 4.10 or 4.14 of the Indenture, check the appropriate box below:

 [    ] Section 4.10 [    ] Section 4.14 
 If you want to elect to have only part of this Note purchased by the Issuers pursuant to Section 4.10 or Section 4.14 of the Indenture, state
the amount you elect to have purchased: 
 $                         
 Date:                      
  

			
	Your Signature:	 	 
		 	(Sign exactly as your name appears on the face of this Note)
	
	Tax Identification No.:
                                         
       


 Signature Guarantee*:
                                 
  

	*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 

  

 A-1-11 








 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE* 
 The initial outstanding principal amount of this Global Note is $            . The
following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note, have been made: 
  

									
	 Date of Exchange
	  	Amount of
decrease
in Principal
Amount	  	Amount of increase
in Principal
Amount of this 
Global Note	  	Principal Amount of
this Global Note
following such
decrease or increase	  	Signature of
authorized officer
of Trustee or 
Note Custodian
		  		  		  		  	

  

	*	This schedule should be included only if the Note is issued in global form. 

  

 A-1-12 








 EXHIBIT B 
 FORM OF CERTIFICATE OF TRANSFER 
 Nielsen Finance LLC 
 Nielsen Finance Co. 
 c/o The Nielsen Company 
 770 Broadway 
 New York, NY 10003 
 Fax No.: (646) 654-5000 
 Attention: General Counsel 
 Deutsche Bank Services Tennessee Inc. 
 648 Grassmere Park Road 
 Nashville, TN USA 37211 
 Attention: Transfer Department 
 Telephone: 1-800-735-7777 
 Re: 11 1/2% Senior Notes due 2016 
 Reference is hereby made to the Indenture, dated as of May 1, 2009 (the “Indenture”), among Nielsen Finance LLC, Nielsen Finance Co., the Guarantors named therein and the Trustee. Capitalized
terms used but not defined herein shall have the meanings given to them in the Indenture. 
                      (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s]
specified in Annex A hereto, in the principal amount of $ in such Note[s] or interests (the “Transfer”), to
                     (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the
Transferor hereby certifies that: 
 [CHECK ALL THAT APPLY] 
 1.  ̈ CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE RELEVANT 144A GLOBAL NOTE OR A RELEVANT DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer is being
effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or
Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole
investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable
blue sky securities laws of any state of the United States. 
 2.  ̈ CHECK IF TRANSFEREE WILL TAKE DELIVERY
OF A BENEFICIAL INTEREST IN THE RELEVANT REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the
Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person
acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the 

  

 B-1 








 
transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its
behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act,
(iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being
made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on Transfer enumerated in the Indenture and the Securities Act. 
 3.  ̈ CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE RELEVANT DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer is being
effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws
of any state of the United States, and accordingly the Transferor hereby further certifies that (check one): 
 (a)  ̈ such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act; 
 or

 (b)  ̈ such Transfer is being effected to the Issuers or a subsidiary thereof;

 or 
 (c)  ̈ such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act. 
 4.  ̈ CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN
UNRESTRICTED DEFINITIVE NOTE. 
 (a)  ̈ CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is
being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and
(ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of
the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in
the Indenture. 
 (b)  ̈ CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer is being
effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and
(ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the 

  

 B-2 








 
Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive
Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture. 
 (c)  ̈ CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The Transfer is being effected pursuant to and in
compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws
of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or
Restricted Definitive Notes and in the Indenture. 
  

 B-3 








 This certificate and the statements contained herein are made for your benefit and the benefit of the
Issuers. 
  

			
	[INSERT NAME OF TRANSFEROR]
		
	By:	 	 
		 	 Name:
 Title:



 Dated:
                         
  

 B-4 








 ANNEX A TO CERTIFICATE OF TRANSFER 
  

	1.	The Transferor owns and proposes to transfer the following: 

 [CHECK ONE OF (a) OR (b)] 
  

	(a)	 ̈ a beneficial interest in the: 

  

	 	(i)	 ̈ 144A Global Note (CUSIP 65409QAW2), or 

  

	 	(ii)	 ̈ Regulation S Global Note (CUSIP U65393AJ6), or 

  

	(b)	 ̈ a Restricted Definitive Note. 

  

	2.	After the Transfer the Transferee will hold: 

 [CHECK ONE] 
  

	(a)	 ̈ a beneficial interest in the: 

  

	 	(i)	 ̈ 144A Global Note (CUSIP 65409QAW2), or 

  

	 	(ii)	 ̈ Regulation S Global Note (CUSIP U65393AJ6), or 

  

	 	(iii)	 ̈ Unrestricted Global Note (CUSIP [ ]); or 

  

	(b)	 ̈ a Restricted Definitive Note; or 

  

	(c)	 ̈ an Unrestricted Definitive Note, in accordance with the terms of the Indenture. 

  

 B-5 








 EXHIBIT C 
 FORM OF CERTIFICATE OF EXCHANGE 
 Nielsen Finance LLC 
 Nielsen Finance Co. 
 c/o The Nielsen Company 
 770 Broadway 
 New York, NY 10003 
 Fax No.: (646) 654-5000 
 Attention: General Counsel 
 Deutsche Bank Services Tennessee Inc. 
 648 Grassmere Park Road 
 Nashville, TN USA 37211 
 Attention: Transfer Department 
 Telephone: 1-800-735-7777 
 Re: 11 1/2% Senior Notes due 2016 
 Reference is hereby made to the Indenture, dated as of May 1, 2009 (the “Indenture”), among Nielsen Finance LLC, Nielsen Finance Co., the Guarantors named therein and the Trustee. Capitalized
terms used but not defined herein shall have the meanings given to them in the Indenture. 
                  (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal
amount of $                 in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

 1) EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE
NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE 
 a)  ̈ CHECK IF EXCHANGE IS
FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an
Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky
securities laws of any state of the United States. 
 b)  ̈ CHECK IF EXCHANGE IS FROM
BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies
(i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with 

  

 C-1 








 
the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities
laws of any state of the United States. 
 c)  ̈ CHECK IF EXCHANGE IS FROM RESTRICTED
DEFINITIVE NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in
accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is
being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 
 d)  ̈ CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes
and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 
 2) EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES 
 a)  ̈ CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE
NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being
acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act. 
 b)  ̈ CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial
interest in the [CHECK ONE]  ̈ 144A Global Note  ̈ Regulation S Global Note, with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being
acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities
Act, and in compliance with any applicable blue sky securities laws of any state of the United States. 

  

 C-2 








 
Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions
on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act. 
 This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers and are dated
                            . 
  

			
	[INSERT NAME OF TRANSFEROR]
		
	By:	 	 
		 	 Name:
 Title:



 Dated:
                     
  

 C-3 








 EXHIBIT D 
 [FORM OF SUPPLEMENTAL INDENTURE 
 TO BE DELIVERED BY SUBSEQUENT GUARANTORS] 
 Supplemental Indenture (this “Supplemental Indenture”), dated as of
                , among                      (the
“Guaranteeing Subsidiary”), 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”). 
 W I T N E S S E T H 
 WHEREAS, the Issuers and the Guarantors (as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee an indenture
(the “Indenture”), dated as of May 1, 2009, providing for the issuance of an unlimited aggregate principal amount of Senior Notes due 2016 (the “Notes”); 
 WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuers’ Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the
“Guarantee”); and 
 WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and
deliver this Supplemental Indenture. 
 NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 
 (1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 
 (2) Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees as follows: 
 (a) Along with all Guarantors named in the Indenture, to jointly and severally unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of
the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that: 
 (i) the principal of and interest, premium and Additional Interest, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and
interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and 

 

 D-1 








 (ii) in case of any extension of time of payment or renewal of any Notes or any of such
other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed
or any performance so guaranteed for whatever reason, the Guarantors and the Guaranteeing Subsidiary shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection. 

(b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the
Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, any action to enforce the same or any
other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. 
 (c) The
following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all
demands whatsoever. 
 (d) This Guarantee shall not be discharged except by complete performance of the obligations contained
in the Notes, the Indenture and this Supplemental Indenture, and the Guaranteeing Subsidiary accepts all obligations of a Guarantor under the Indenture. 
 (e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, the Guarantors (including the Guaranteeing Subsidiary), or any custodian, trustee, liquidator or other similar official
acting in relation to either the Issuers or the Guarantors, any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. 
 (f) The Guaranteeing Subsidiary shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations
guaranteed hereby until payment in full of all obligations guaranteed hereby. 
 (g) As between the Guaranteeing Subsidiary,
on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of this Guarantee, notwithstanding any
stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such
obligations (whether or not due and payable) shall forthwith become due and payable by the Guaranteeing Subsidiary for the purpose of this Guarantee. 
 (h) The Guaranteeing Subsidiary shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Guarantee. 

(i) Pursuant to Section 10.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are
relevant under any applicable Bankruptcy or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or 

  

 D-2 








 
payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article 10 of the Indenture, this new
Guarantee shall be limited to the maximum amount permissible such that the obligations of such Guaranteeing Subsidiary under this Guarantee will not constitute a fraudulent transfer or conveyance. 
 (j) This Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the
Issuers for liquidation, reorganization, should the Issuers become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’ assets, and shall, to
the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or
returned by any obligee on the Notes and Guarantee, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part
thereof, is rescinded, reduced, restored or returned, the Note shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. 
 (k) In case any provision of this Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby. 
 (l) This Guarantee shall be a general unsecured
senior obligation of such Guaranteeing Subsidiary, ranking pari passu with any other future Senior Indebtedness of the Guaranteeing Subsidiary, if any. 
 (m) Each payment to be made by the Guaranteeing Subsidiary in respect of this Guarantee shall be made without set-off, counterclaim,
reduction or diminution of any kind or nature. 
 (3) Execution and Delivery. The Guaranteeing Subsidiary agrees that the Guarantee
shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes. 
 (4)
Merger, Consolidation or Sale of All or Substantially All Assets. 
 (a) Except as otherwise provided in
Section 5.01(c) of the Indenture, the Guaranteeing Subsidiary may not consolidate or merge with or into or wind up into (whether or not an Issuer or Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey
or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless: 
 (i) (A) the Guaranteeing Subsidiary is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Guaranteeing Subsidiary) or to which such sale,
assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the jurisdiction of organization of the Guaranteeing Subsidiary, as the case may be, or the laws of the United
States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Person”); 
  

 D-3 








 (B) the Successor Person, if other than the Guaranteeing Subsidiary, expressly assumes
all the obligations of the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

 (C) immediately after such transaction, no Default exists; and 
 (D) the Issuers shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such
consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture; or 
 (ii) the
transaction is made in compliance with Section 4.10 of the Indenture; 
 (b) Subject to certain limitations described in
the Indenture, the Successor Person will succeed to, and be substituted for, the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s Guarantee. Notwithstanding the foregoing, the Guaranteeing Subsidiary may merge into
or transfer all or part of its properties and assets to another Guarantor or the Issuers. 
 (5) Releases. The Guarantee of the
Guaranteeing Subsidiary shall be automatically and unconditionally released and discharged, and no further action by the Guaranteeing Subsidiary, the Issuers or the Trustee is required for the release of the Guaranteeing Subsidiary’s Guarantee,
upon: 
 (1) (A) any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of the Guaranteeing Subsidiary
(including any sale, exchange or transfer), after which the Guaranteeing Subsidiary is no longer a Restricted Subsidiary or all or substantially all the assets of the Guaranteeing Subsidiary which sale, exchange or transfer is made in compliance
with the applicable provisions of the Indenture; 
 (B) the release or discharge of the guarantee by the Guaranteeing
Subsidiary of the Senior Credit Facilities or the guarantee which resulted in the creation of the Guarantee, except a discharge or release by or as a result of payment under such guarantee; 
 (C) the proper designation of the Guaranteeing Subsidiary as an Unrestricted Subsidiary; or 
 (D) the Issuers exercising their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 of the Indenture or
the Issuers’ obligations under the Indenture being discharged in accordance with the terms of the Indenture; and 
 (2)
the Guaranteeing Subsidiary delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction have been complied with. 

(6) No Recourse Against Others. No director, officer, employee, incorporator or stockholder of the Guaranteeing Subsidiary shall have any
liability for any obligations of the Issuers or the Guarantors (including the Guaranteeing Subsidiary) under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. 
  

 D-4 








 (7) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK. 
 (8) Counterparts. The parties may sign any number of copies of this Supplemental Indenture.
Each signed copy shall be an original, but all of them together represent the same agreement. 
 (9) Effect of Headings. The Section
headings herein are for convenience only and shall not affect the construction hereof. 
 (10) The Trustee. The Trustee shall not be
responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary.

 (11) Subrogation. The Guaranteeing Subsidiary shall be subrogated to all rights of Holders of Notes against the Issuers in respect
of any amounts paid by the Guaranteeing Subsidiary pursuant to the provisions of Section 2 hereof and Section 10.01 of the Indenture; provided that, if an Event of Default has occurred and is continuing, the Guaranteeing Subsidiary
shall not be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuers under the Indenture or the Notes shall have been paid in full. 
 (12) Benefits Acknowledged. The Guaranteeing Subsidiary’s Guarantee is subject to the terms and conditions set forth in the Indenture. The
Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to this
Guarantee are knowingly made in contemplation of such benefits. 
 (13) Successors. All agreements of the Guaranteeing Subsidiary in
this Supplemental Indenture shall bind its Successors, except as otherwise provided in Section 2(k) hereof or elsewhere in this Supplemental Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.

  

 D-5 








 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all
as of the date first above written. 
  

			
	[GUARANTEEING SUBSIDIARY]
		
	By:	 	 
		 	 Name:
 Title:

	
	LAW DEBENTURE TRUST COMPANY OF NEW YORK, as Trustee
		
	By:	 	 
		 	 Name:
 Title:



  

 D-6