**Exhibit 4.10(b)**

**SECOND SUPPLEMENTAL INDENTURE**

Second SupplementalIndenture (this “Second Supplemental Indenture”), dated as of August 19, 2009, among ACNielsen eRatings.com, a Delaware corporation (the “Guaranteeing Subsidiary”) and an affiliate of Nielsen Finance LLC, aDelaware 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) have heretofore executed and delivered to the Trustee an indenture, dated as of May 1, 2009, as amended and supplemented from time to time (the“Indenture”), 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 Subsidiaryshall 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 Second SupplementalIndenture. 

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt ofwhich 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 aNote 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 paidin 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 hereunderor thereunder will be promptly 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 orany 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 amountso 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 ofcollection. 

(b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity orenforceability 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, anyaction 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 proceedingfirst against the Issuers, protest, notice and all demands whatsoever. 

(d) This Guarantee shall not bedischarged except by complete performance of the obligations contained in the Notes, the Indenture and this Second 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 (includingthe 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 theretoforedischarged, shall be reinstated in full force and effect. 

(f) The Guaranteeing Subsidiary shall not beentitled 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) thematurity 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 theobligations 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 bythe Guaranteeing Subsidiary for the purpose of this Guarantee. 

 

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(h) The Guaranteeing Subsidiary shall have the right to seek contributionfrom 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, andafter 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 Article 10 of the Indenture, the new Guarantee shallbe 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 oragainst 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, andshall, 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 berestored 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 orany 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, andenforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

(l) ThisGuarantee 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 Subsidiaryagrees 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 GuaranteeingSubsidiary is the surviving corporation), or

 

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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 consolidationor 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 organizationof 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”); 

(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 satisfactoryto 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 statingthat 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 tocertain 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, theGuaranteeing 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 therelease of the Guaranteeing Subsidiary’s Guarantee, upon: 

(a) (i) any sale, exchange or transfer (bymerger 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 theGuaranteeing Subsidiary which sale, exchange or transfer is made in compliance with the applicable provisions of the Indenture; 

(ii) the release or discharge of the guarantee by the Guaranteeing Subsidiary of the Senior Credit Facilities or the guarantee which

 

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resulted in the creation of the Guarantee, except a discharge or release by or as a result of payment under such guarantee; 

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

(iv) the Issuers exercising their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 of theIndenture 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 suchtransaction have been complied with. 

(6) No Recourse Against Others. No director, officer, employee, incorporator orstockholder 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 Second Supplemental Indenture orfor 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.

(7) Governing Law. THIS SECOND SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OFTHE STATE OF NEW YORK. 

(8) Counterparts. The parties may sign any number of copies of this Second SupplementalIndenture. Each signed copy shall be an original, but all of them together represent the same agreement. 

(9) Effect ofHeadings. The Section headings herein are for convenience only and shall not affect the construction hereof. 

(10) TheTrustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Second Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are madesolely by the Guaranteeing Subsidiary. 

(11) Subrogation. The Guaranteeing Subsidiary shall be subrogated to all rightsof 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 hasoccurred 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 orthe Notes shall have been paid in full. 

 

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(12) Benefits Acknowledged. The Guaranteeing Subsidiary’s Guarantee is subjectto 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 Second Supplemental Indentureand 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 Second Supplemental Indenture shall bind its Successors, except as otherwise provided in Section 2(k) hereof or elsewhere in this Second SupplementalIndenture. All agreements of the Trustee in this Second Supplemental Indenture shall bind its successors. 

 

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

 
ACNIELSEN ERATINGS.COMBy: 
 /s/ David E. Berger
 Name: David E. Berger Title:   President and Chief Financial OfficerLAW DEBENTURE TRUST COMPANY OF NEW YORK, as TrusteeBy: 
 /s/ Robert L. Bice II
 Name: Robert L. Bice II Title:   Senior Vice President
*[Second Supplemental Indenture to 11.5% Senior Notes Indenture]*