**Exhibit 4.5**

THIRD SUPPLEMENTAL INDENTURE 

Third Supplemental Indenture (this “Third SupplementalIndenture”), dated as of August 15, 2007, among Telephia, Inc., a Delaware corporation (the “Guaranteeing Subsidiary”) and affiliate of Nielsen Finance LLC, a Delaware limited liability company, and Nielsen FinanceCo., a Delaware corporation (the “Issuers”), and Law Debenture Trust Company of New York, as trustee (the “Trustee”). 

WITNESSETH 

WHEREAS, the Issuers and the Guarantors (as defined in the Indenture referred to below) haveheretofore executed and delivered to the Trustee an indenture, dated as of August 9, 2006, as amended and supplemented from time to time (the “Indenture”), providing for the issuance of an unlimited aggregate principal amountat maturity of Senior Subordinated Discount Notes due 2016 (the “Notes”); 

WHEREAS, the Indenture provides that undercertain 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 Notesand 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 Third Supplemental Indenture. 

NOWTHEREFORE, 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 asfollows: 

(1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in theIndenture. 

(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 Noteauthenticated 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, whetherat 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 bepromptly paid in full or performed, all in accordance with the terms hereof and thereof; and 

(ii) in case of any extension of time of payment or renewal of any Notes or any of suchother 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 guaranteedor 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 theIndenture, 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 anyother circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. 

(c) Thefollowing 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 alldemands whatsoever. 

(d) The Guarantee shall not be discharged except by complete performance of the obligations containedin the Notes, the Indenture and this Third 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 theGuaranteeing 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, the Guarantee, to the extent theretoforedischarged, shall be reinstated in full force and effect. 

(f) The Guaranteeing Subsidiary shall not be entitled to anyright 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 6of the Indenture for the purposes of the 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 accelerationof 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 the Guarantee. 

 

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(h) The Guaranteeing Subsidiary shall have the right to seek contribution from anynon-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantee. 

(i) Pursuant to Section 11.02 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 anycollections 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 Article 11 of the Indenture, this new Guarantee shall be limited to the maximumamount permissible such that the obligations of the Guaranteeing Subsidiary under the Guarantee will not constitute a fraudulent transfer or conveyance. 

(j) The 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 makean 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 thecase 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 the Guarantee, whether as a “voidablepreference”, “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 thefullest 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 the 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) The Guarantee shall be a general unsecured senior subordinated obligation of the Guaranteeing Subsidiary, ranking*pari passu* with any other future Senior Subordinated Indebtedness of the Guaranteeing Subsidiary, if any. 

(m) Eachpayment to be made by the Guaranteeing Subsidiary in respect of the 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 the Guarantee on theNotes. 

(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 withor 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 relatedtransactions, to any Person unless: 

(i) (A) the Guaranteeing Subsidiary is the surviving corporation or the Person formedby 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 thelaws 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 thecase may be, being herein called the “Successor Person”); 

 

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(B) the Successor Person, if other than the Guaranteeing Subsidiary, expressly assumesall the obligations of the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s 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 suchconsolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture; or 

(ii) thetransaction is made in compliance with Section 4.10 of the Indenture; 

(b) Subject to certain limitations described inthe 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 intoor transfer all or part of its properties and assets to another Guarantor or the Issuers. 

(5) Releases. The Guarantee of theGuaranteeing 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: 

(a) (i) 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 compliancewith the applicable provisions of the Indenture; 

(ii) the release or discharge of the guarantee by the GuaranteeingSubsidiary 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; 

 

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(iii) the proper designation of the Guaranteeing Subsidiary as an UnrestrictedSubsidiary; or 

(iv) the Issuers exercising their Legal Defeasance option or Covenant Defeasance option in accordance withArticle 8 of the Indenture or the Issuers’ obligations under the Indenture being discharged in accordance with the terms of the Indenture; and 

(b) 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 transactionhave been complied with. 

(6) No Recourse Against Others. No director, officer, employee, incorporator or stockholder of theGuaranteeing 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 Third Supplemental Indenture or for any claim basedon, 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. 

(7) Governing Law. THIS THIRD 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 Third Supplemental Indenture. Each signed copy shall be anoriginal, but all of them together represent the same agreement. 

(9) Effect of Headings. The Section headings herein are forconvenience only and shall not affect the construction hereof. 

(10) The Trustee. The Trustee shall not be responsible in any mannerwhatsoever for or in respect of the validity or sufficiency of this Third 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 amountspaid by the Guaranteeing Subsidiary pursuant to the provisions of Section 2 hereof and Section 11.01 of the Indenture; provided that, if an Event of Default has occurred and is continuing, the Guaranteeing Subsidiary shall not beentitled 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. 

 

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(12) Benefits Acknowledged. The Guaranteeing Subsidiary’s Guarantee is subject to the termsand 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 Third Supplemental Indenture and that theguarantee and waivers made by it pursuant to the Guarantee are knowingly made in contemplation of such benefits. 

(13) Successors.All agreements of the Guaranteeing Subsidiary in this Third Supplemental Indenture shall bind its Successors, except as otherwise provided in Section 2(k) hereof or elsewhere in this Third Supplemental Indenture. All agreements of the Trusteein this Third Supplemental Indenture shall bind its successors. 

 

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

 

TELEPHIA, INC.

By:
 
/s/ Matt O’Laughlin

Name:
 Matt O’Laughlin
Title:
 Vice President
LAW DEBENTURE TRUST COMPANY OF NEW YORK, as Trustee

By:
 
/s/ James D. Heaney

Name:
 James D. Heaney
Title:
 Vice President
*[Third Supplemental Indenture to Senior Sub. Discount Notes Indenture]*