Amendment No. 2 to the Credit Agreement, dated as of August 9, 2006



 Exhibit 4.1(e) 
 AMENDMENT NO. 2 
 AMENDMENT NO. 2 (this “Amendment”), dated
as of August 9, 2007, to that certain Credit Agreement, dated as of August 9, 2006, as amended (the “Credit Agreement”; capitalized terms used herein and not defined shall have the meaning set forth in the
Credit Agreement), among Nielsen Finance LLC, a Delaware limited liability company (together with its successors and assigns, “Nielsen”), THE NIELSEN COMPANY (US), INC. (f/k/a VNU, INC.), a New York corporation
(together with its successors and assigns, “VNU, Inc. ” and, together with Nielsen, the “U.S. Borrowers”), Nielsen Holding and Finance B.V. (f/k/a VNU Holding and Finance B.V.), a private
company organized under the laws of The Netherlands, having its corporate seat in Haarlem, The Netherlands (together with its successors and assigns, the “Dutch Borrower” and, together with the U.S. Borrowers, the
“Borrowers”), the Guarantors party thereto from time to time, CITIBANK, N.A., as Administrative Agent, a Swing Line Lender and an L/C Issuer, ABN AMRO Bank N.V., as a Swing Line Lender, each lender from time to time
party hereto (collectively, the “Lenders” and individually, a “Lender”), DEUTSCHE BANK SECURITIES INC., as Syndication Agent, and JPMORGAN CHASE BANK, N.A., ABN AMRO BANK N.V. and ING
BANK N.V., as Co-Documentation Agents. 
 WITNESSETH: 
 WHEREAS, pursuant to Section 2.14 of the Credit Agreement, Nielsen, the Administrative Agent and the Lenders party hereto agree to the amendment
of the Credit Agreement as set forth herein. 
 NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 
 SECTION
ONE - Amendments. Subject to the satisfaction of the conditions set forth in Section Two hereof: 
 (i) The following definition is
added in alphabetical order to Section 1.01 of the Credit Agreement: 
 “Amendment No. 2 Effective Date”
means August 9, 2007. 
 (ii) The definition of Dollar Term Commitment in Section 1.01 of the Credit Agreement is
hereby amended by amending and restating the last sentence thereof it in its entirety to read: 
 The aggregate amount of the Dollar
Term Commitments on the Closing Date was $4,175,000,000. The aggregate amount of the Dollar Term Commitments on the Amendment No. 2 Effective Date is $350,000,000. 







 (iii) Section 2.01(a) is hereby amended by adding the following paragraph at the end thereof:

 Subject to the terms and conditions set forth herein, each Dollar Term Lender with a Dollar Term Commitment on the Amendment No. 2
Effective Date severally agrees to make to Nielsen on a pro rata basis on the Amendment No. 2 Effective Date loans denominated in Dollars in an aggregate amount not to exceed at any time outstanding the amount of such Dollar Term Loan
Lender’s Dollar Term Commitment. 
 (iv) The first sentence of Section 2.06(b) is hereby amended and restated in its
entirety to read: 
 The Dollar Term Commitments of each Dollar Term Lender that have not already expired prior to the Amendment
No. 2 Effective Date shall be automatically and permanently reduced to $0 at 5:00 p.m. on the Amendment No. 2 Effective Date. 
 (v) Schedule 1.01(a) is hereby amended by adding the following table at the end thereof: 
  

						
	 Lender
	  	 Loan
	  	Dollar Term Commitment
	 Citibank, N.A.
	  	Dollar Term Loans to be made on the Amendment No. 2 Effective Date	  	$	116,690,000
	 Deutsche Bank AG New York Branch
	  	Dollar Term Loans to be made on the Amendment No. 2 Effective Date	  	$	116,655,000
	 JPMorgan Chase Bank, N.A.
	  	Dollar Term Loans to be made on the Amendment No. 2 Effective Date	  	$	116,655,000

 SECTION TWO - Conditions to Effectiveness. This Amendment shall become effective when,
and only when, the Administrative Agent shall have executed this Amendment and shall have received counterparts of this Amendment executed by Nielsen and Citibank, N.A., Deutsche Bank AG New York Branch and JPMorgan Chase Bank, N.A., each as a
lender of the new Dollar Term Commitments and only if the conditions set forth in Section 2.14(a) of the Credit Agreement are satisfied. The effectiveness of this Amendment (other than Sections Five, Six and Seven hereof) is conditioned upon
the accuracy of the representations and warranties set forth in Section Three hereof. 
 SECTION THREE - Representations and
Warranties; Covenants. In order to induce the Lenders to consent to this Amendment, the Borrowers represent and warrant to each of the Lenders and the Agents that after giving effect to this Amendment and the borrowing in full of the Dollar Term
Commitments on the Amendment No. 2 Effective Date and the use of proceeds thereof, (x) no Default has occurred and is continuing; and (y) the representations and warranties of each Loan Party contained in Article V of the Credit
Agreement and in the other Loan Documents are true and correct in all material respects on and as of the date hereof; provided that, to the extent such representations and warranties specifically refer to an earlier date, such representations and
warranties were true and correct in all material respects as of such earlier date. 







 SECTION FOUR - Reference to and Effect on the Credit Agreement and the Notes. On and after the
effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the Notes and each of
the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof”or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended or waived by this
Amendment. The Credit Agreement, the Notes and each of the other Loan Documents, as specifically amended or waived by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.
Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Loan Parties under the Loan Documents (including the Dollar
Term Loans to be made on the Amendment No. 2 Effective Date). The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as an amendment or waiver of any right, power or remedy of any
Lender or any Agent under any of the Loan Documents, nor constitute an amendment or waiver of any provision of any of the Loan Documents. 
 SECTION FIVE - Costs, Expenses and Taxes. The Borrowers agree to pay all reasonable costs and expenses of the Agents in connection with the preparation, execution and delivery of this Amendment and the other instruments and
documents to be delivered hereunder, if any (including, without limitation, the reasonable fees and expenses of Cahill Gordon & Reindel LLP) in accordance with the terms of Section 10.04 of the Credit Agreement. 
 SECTION SIX - Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by
facsimile shall be effective as delivery of a manually executed counterpart of this Amendment. 
 SECTION SEVEN - Governing
Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York. 
 [SIGNATURE PAGE
FOLLOWS] 







 IN WITNESS WHEREOF, the arties hereto have caused this Amendment to be duly executed and delivered as
of the day and year first above written. 
  

			
	NIELSEN FINANCE LLC
		
	By:	 	 /s/ David E. Berger

	Name:	 	David E. Berger
	Title:	 	SVP Controller


  







 [Signature Page to Amendment No. 2 to Credit Agreement] 
  








			
	NIELSEN FINANCE CO.
		
	By:	 	 /s/ David E. Berger

	Name:	 	David E. Berger
	Title:	 	SVP Controller









 [Signature Page to Amendment No. 2 to Credit Agreement] 
  

			
		 	 A. C. NIELSEN (ARGENTINA) S.A.
 A. C. NIELSEN COMPANY
 AC NIELSEN (US), INC.
 AC NIELSEN HCI, LLC
 ACN HOLDINGS INC.
 ACNIELSEN CORPORATION
 ACNIELSEN EDI II, INC.
 BDS (CANADA), LLC
 BILLBOARD CAFES, INC.
 BROADCAST DATA SYSTEMS, LLC
 CLARITAS INC.
 CONSUMER RESEARCH SERVICES, INC.
 DECISIONS MADE EASY, INC.

EMIS (CANADA), LLC
 FOREMOST EXHIBITS, INC.
 MFI HOLDINGS, INC.
 NIELSEN BUSINESS MEDIA, INC.
 NIELSEN HOLDINGS, L.L.C.
 NIELSEN EDI, INC.
 NIELSEN ENTERTAINMENT, LLC
 NIELSEN HOLDINGS, INC.
 NIELSEN LEASING CORPORATION
 NIELSEN MEDIA RESEARCH, INC.
 NIELSEN NATIONAL RESEARCH GROUP, INC.











			
	 PANEL INTERNATIONAL S.A.
 PERQ/HCI,
LLC
 SPECTRA MARKETING SYSTEMS, INC.
 SRDS,
INC.
 THE NIELSEN COMPANY (US), INC.
 TRADE
DIMENSIONS INTERNATIONAL, INC.
 VNU MARKETING INFORMATION, INC.
 VNU MEDIA MEASUREMENT & INFORMATION, INC.
 VNU USA PROPERTY MANAGEMENT, INC.
 VNU/SRDS MANAGEMENT CO., INC.

		
	By:	 	 /s/ Peter K. Gersky

	Name:	 	Peter K. Gersky
	Title:	 	Treasurer


 [Signature Page to Amendment No. 2 to Credit Agreement] 







  

			
	 ATHENIAN LEASING CORPORATION
 NMR
INVESTING I, INC.
 NMR LICENSING ASSOCIATES, L.P.
         A LIMITED PARTNERSHIP

	
	 BY: NMR Investing I, Inc.,

	            its general partner

		
	By:	 	 /s/ Peter K. Gersky

	Name:	 	Peter K. Gersky
	Title:	 	Executive Vice President


 [Signature Page to Amendment No. 2 to Credit Agreement] 








			
	 ART HOLDING, L.L.C.
 CZT/ACN
TRADEMARKS, L.L.C.

		
	  
 By:
	 	 /s/ Michael E. Elias

	Name:	 	Michael E. Elias
	Title:	 	President


 [Signature Page to Amendment No. 2 to Credit Agreement] 







  

			
	 GLOBAL MEDIA USA, LLC
 INTERACTIVE
MARKET SYSTEMS, INC.

		
	  
 By:
	 	 /s/ Matt O’Laughlin

	Name:	 	Matt O’Laughlin
	Title:	 	Vice President


 [Signature Page to Amendment No. 2 to Credit Agreement] 








			
	 RADIO & RECORDS, INC.

		
	  
 By:
	 	 /s/ Harris Black

	Name:	 	Harris Black
	Title:	 	Vice President and Assistant Secretary


 [Signature Page to Amendment No. 2 to Credit Agreement] 








			
	 THE NIELSEN COMPANY B.V.
 NIELSEN HOLDING AND FINANCE B.V.
 VNU INTERMEDIATE HOLDING B.V.
 VNU HOLDINGS B.V.
 VNU INTERNATIONAL B.V.
 VNU SERVICES B.V.

		
	By:	 	 /s/ M.J. Borkink

	Name:	 	M.J. Borkink
	Title:	 	CORPORATE TREASURER


  

					
	By:	 	 /s/ M.A.J. de Haas

	Name:	 	M.A.J. de Haas
	Title:	 	Controller CS


 [Signature Page to Amendment No. 2 to Credit Agreement] 








			
	CITIBANK, N.A., as Administrative Agent
		
	By:	 	 /s/ Christopher Wood

	Name:	 	Christopher Wood
	Title:	 	Vice President


  

			
	 CITIBANK, N.A., as a Lender of the new Dollar
     Term Commitments

		
	By:	 	 /s/ Christopher Wood

	Name:	 	Christopher Wood
	Title:	 	Vice President


  

			
	 DEUTSCHE BANK AG NEW YORK BRANCH,
     as a Lender of the new Dollar Term Commitments

		
	By:	 	  

	Name:	 	
	Title:	 	


  

			
	By:	 	  

	Name:	 	
	Title:	 	


  

			
	 JPMORGAN CHASE BANK, N.A., as a Lender of
     the new Dollar Term Commitments

		
	By:	 	  

	Name:	 	
	Title:	 	


 [Signature Page to Amendment No. 2 to Credit Agreement] 








			
	CITIBANK, N.A., as Administrative Agent
		
	By:	 	  

	Name:	 	
	Title:	 	


  

			
	 CITIBANK, N.A., as a Lender of the new Dollar
     Term Commitments

		
	By:	 	  

	Name:	 	
	Title:	 	


  

			
	 DEUTSCHE BANK AG NEW YORK BRANCH,
     as a Lender of the new Dollar Term Commitments

		
	By:	 	 /s/ Scottye Lindsey

	Name:	 	Scottye Lindsey
	Title:	 	Director


  

			
	By:	 	 /s/ Susan Lefevre

	Name:	 	Susan Lefevre
	Title:	 	Director


  

			
	 JPMORGAN CHASE BANK, N.A., as a Lender of
     the new Dollar Term Commitments

		
	By:	 	  

	Name:	 	
	Title:	 	


 [Signature Page to Amendment No. 2 to Credit Agreement] 








			
	CITIBANK, N.A., as Administrative Agent
		
	By:	 	  

	Name:	 	
	Title:	 	


  

			
	 CITIBANK, N.A., as a Lender of the new Dollar
     Term Commitments

		
	By:	 	  

	Name:	 	
	Title:	 	


  

			
	 DEUTSCHE BANK AG NEW YORK BRANCH,
     as a Lender of the new Dollar Term Commitments

		
	By:	 	  

	Name:	 	
	Title:	 	


  

			
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	
		 	


  

			
	 JPMORGAN CHASE BANK, N.A., as a Lender of
       the new Dollar Term Commitments

		
	By:	 	 /s/ TINA L. RUYTER

	Name:	 	TINA L. RUYTER
	Title:	 	VICE PRESIDENT


 [Signature Page to Amendment No. 2 to Credit Agreement]