Exhibit



Exhibit 10.3







EIGHTH AMENDMENT


THIS EIGHTH AMENDMENT (this “Amendment”) dated as of February 17, 2017 to the Credit Agreement referenced below is by and among COMSCORE, INC., a Delaware corporation (the “Borrower”), the Guarantors identified on the signature pages hereto, the Lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., in its capacity as administrative agent (in such capacity, the “Administrative Agent”). 


W I T N E S S E T H


WHEREAS, a revolving credit facility has been extended to the Borrower pursuant to the Credit Agreement (as amended, modified, supplemented, increased and extended from time to time, the “Credit Agreement”) dated as of September 26, 2013 among the Borrower, the Guarantors identified therein, the Lenders identified therein and the Administrative Agent;  


WHEREAS, the Borrower has requested certain modifications to the Credit Agreement; and 


WHEREAS, the Administrative Agent and the Required Lenders are willing to make such modifications to the Credit Agreement upon the terms and conditions set forth herein. 


NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 


1. Defined Terms.  Capitalized terms used herein but not otherwise defined herein shall have the meanings provided to such terms in the Credit Agreement. 


2. Amendments.    


2.1 Section 7.01(b) of the Credit Agreement is hereby amended to add the following proviso at the end of such section to read as follows:   
 
provided, that prior to the Reinstatement Date, the Borrower shall deliver to the Administrative Agent, as soon as available, but in any event within forty-five days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, commencing with the fiscal quarter ending March 31, 2017, an internally prepared consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal quarter and the related internally prepared consolidated statements of income or operations for such fiscal quarter and for the portion of the Borrower’s fiscal year then ended, and the related consolidated statements of changes in shareholders’ equity and cash flows for the portion of the Borrower’s fiscal year then ended, all in reasonable detail and certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries for such fiscal year. 


2.2 Section 7.16 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: 
 Cause the Reinstatement Date to occur on or prior to June 30, 2017. 
2.3 In Section 8.06 of the Credit Agreement the “and” between clause (b) and (c) is deleted and a new clause (d) is add to read as follows:  
(d) The Borrower may (i) declare and make dividend payments or other distributions payable solely in Rights, as defined in and, pursuant to the Tax Asset Protection Rights Agreement, dated as of February 8, 2017 (the “Rights Agreement”) by and between the Borrower and American Stock Transfer & Trust Company, LLC, as rights agent and (ii) issue preferred Equity Interest (so long as such Equity Interests do not constitute Indebtedness) of the Borrower in exchange for such Rights after the occurrence of the Distribution Date as defined in the Rights Agreement.  
 
 2.4 Section 8.01(u) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:  
(u) Liens not otherwise permitted hereunder securing obligations or liabilities not exceeding $3,000,000 in the aggregate at any time outstanding. 


3. Conditions Precedent.  This Amendment shall be effective as of the date hereof upon: 


(a)  receipt by the Administrative Agent of this Amendment executed by the Borrower, the Guarantors, the Required Lenders and the Administrative Agent; and 











(b) the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the date hereof, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). 


4. Release.  In consideration of the Lenders’ willingness to enter into this Amendment, each of the Loan Parties hereby releases and forever discharges the Administrative Agent, each Lender and each of their respective predecessors, successors, assigns, officers, managers, directors, employees, agents, attorneys, representatives, and affiliates (hereinafter all of the above collectively referred to as the “Lender Group”), from any and all claims, counterclaims, demands, damages, debts, suits, liabilities, actions and causes of action of any nature whatsoever arising out of or in relation to the Loans or the Credit Agreement prior to the date hereof, including, without limitation, all claims, demands, and causes of action for contribution and indemnity, whether arising at law or in equity, whether known or unknown, whether liability be direct or indirect, liquidated or unliquidated, whether absolute or contingent, foreseen or unforeseen, and whether or not heretofore asserted, which each of the Loan Parties may have or claim to have against any of the Lender Group. 


5. Amendment is a “Loan Document”.  This Amendment is a Loan Document and all references to a “Loan Document” in the Credit Agreement and the other Loan Documents (including, without limitation, all such references in the representations and warranties in the Credit Agreement and the other Loan Documents) shall be deemed to include this Amendment. 


6. Reaffirmation of Representations and Warranties; No Default.  Each Loan Party represents and warrants to the Administrative Agent and each Lender that after giving effect to this Amendment (a) the representations and warranties of each Loan Party contained in Article VI of the Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection with the Credit Agreement or any other Loan Document, are true and correct in all material respects (or, if such representation or warranty is qualified by materiality, it shall be true and correct in all respects) on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date (or, if such representation or warranty is qualified by materiality, it shall be true and correct in all respects), and (b) no Default exists. 


7. Reaffirmation of Obligations.  Each Loan Party (a) acknowledges and consents to all of the terms and conditions of this Amendment, (b) affirms all of its obligations under the Loan Documents and (c) agrees that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge such Loan Party’s obligations under the Loan Documents.
 
8. Reaffirmation of Security Interests.  Each Loan Party (a) affirms that each of the Liens granted in or pursuant to the Loan Documents are valid and subsisting and (b) agrees that this Amendment shall in no manner impair or otherwise adversely affect any of the Liens granted in or pursuant to the Loan Documents. 


9. FATCA.  For purposes of determining withholding Taxes imposed under the FATCA, from and after the effective date of this Amendment, the Borrower and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the Obligations as not qualifying as a "grandfathered obligation" within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i). 


10. No Other Changes.  Except as modified hereby, all of the terms and provisions of the Loan Documents shall remain in full force and effect. 


11. Counterparts; Delivery.  This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  Delivery of an executed counterpart of this Amendment by facsimile or other electronic imaging means shall be effective as an original. 


12. Governing Law.  This Amendment shall be deemed to be a contract made under, and for all purposes shall be construed in accordance with, the laws of the State of New York. 




[SIGNATURE PAGES FOLLOW] 













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


	
		
	 
	 

	BORROWER:
	COMSCORE, INC,




a Delaware corporation


By: /s/ David Chemerow
Name: David Chemerow
Title: Chief Financial Officer & Treasurer


	
		
	 
	 

	GUARANTORS:
	CSWS, INC., a Virginia corporation






By: /s/ David Chemerow
Name: David Chemerow
Title: Treasurer




COMSCORE BRAND AWARENESS, L.L.C.,
a Delaware limited liability company


By:     COMSCORE, INC., a Delaware corporation,
as sole member


By: /s/ David Chemerow
Name: David Chemerow
Title: Chief Financial Officer & Treasurer


CS WORLDNET US HOLDCO LLC,
a Delaware limited liability company


By:     CS WORLDNET HOLDING B.V.,
a Netherlands limited company, as managing member


By: /s/ Michelle Spencer
Name: Michelle Spencer
Title: Authorized Representative


CREATIVE KNOWLEDGE, INC., a Delaware corporation


By: /s/ David Chemerow
Name: David Chemerow
Title: Treasurer


MARKETSCORE, INC., a Delaware corporation


By: /s/ David Chemerow
Name: David Chemerow
Title: Treasurer













[Signature Pages Continue]












COMSCORE EUROPE, LLC, a Delaware limited liability company


By:     COMSCORE, INC., a Delaware corporation, as manager


By: /s/ David Chemerow
Name: David Chemerow
Title: Chief Financial Officer & Treasurer




FULL CIRCLE STUDIES, INC., a Delaware corporation


By: /s/ David Chemerow
Name: David Chemerow
Title: Treasurer


CARMENERE HOLDING COMPANY, a Delaware corporation


By: /s/ David Chemerow
Name: David Chemerow
Title: Treasurer




VOICEFIVE, INC., a Delaware corporation


By: /s/ David Chemerow
Name: David Chemerow
Title: Treasurer


TMRG, INC., a Delaware corporation


By: /s/ David Chemerow
Name: David Chemerow
Title: Treasurer


COMSCORE INTERNATIONAL INC., a Delaware corporation


By: /s/ David Chemerow
Name: David Chemerow
Title: Treasurer


PROXIMIC, LLC, a Delaware corporation


By: /s/ David Chemerow
Name: David Chemerow
Title: Treasurer


RENTRAK CORPORATION, an Oregon corporation


By: /s/ David Chemerow
Name: David Chemerow









Title: Chief Operating Officer & Chief Financial Officer












[Signature Pages Continue]










ADMINISTRATIVE AGENT:            BANK OF AMERICA, N.A., as Administrative Agent


By: /s/ Angela Larkin
Name: Angela Larkin
Title: Assistant Vice President


	
		
	 
	 

	LENDERS:
	BANK OF AMERICA, N.A., 
as a Lender, L/C Issuer and Swing Line Lender






By: /s/ Michael D. Brannan
Name: Michael D. Brannan
Title: Sr. Vice President


PNC BANK, NATIONAL ASSOCIATION


By: /s/ Kent B. Rice
Name: Kent B. Rice
Title: Vice President


SILICON VALLEY BANK


By:/s/ Will Deevy
Name: Will Deevy
Title: Vice President


SUNTRUST BANK


By: /s/ Cynthia Burton
Name: Cynthia Burton
Title: Director