Exhibit






Exhibit 4.1


AMENDMENT NO. 1 TO TERM LOAN CREDIT AGREEMENT
AMENDMENT NO. 1 TO TERM LOAN CREDIT AGREEMENT (this “Term Loan Amendment”) dated as of November 2, 2015 to the Term Loan Credit Agreement dated as of May 14, 2015 (the “Term Loan Credit Agreement”) among The Dun & Bradstreet Corporation, as borrower (the “Company”), the lenders referred to therein (the “Lenders”), JPMorgan Chase Bank, N.A., as Administrative Agent, The Bank of Tokyo-Mitsubishi-UFJ, Ltd., as Syndication Agent, and the Co-Documentation Agents referred to therein.
RECITALS:
The parties to this Term Loan Amendment are parties to the Term Loan Credit Agreement, and wish to amend the Term Loan Credit Agreement in the manner set forth herein.  Therefore the parties hereto agree as follows:
SECTION 1.  Defined Terms.  Capitalized terms used but not defined herein shall have the meanings given to them in the Term Loan Credit Agreement.


SECTION 2.  Amendment to the Term Loan Credit Agreement.  The definition of “Change in Control” is hereby amended such that clause (b) thereof reads in its entirety as follows:


(b) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Company by Persons who were neither (i) nominated or approved by the board of directors of the Company nor (ii) appointed by directors so nominated, approved or appointed.
SECTION 3.  Representations and Warranties True; No Default.  The Company represents and warrants that (i) the representations and warranties of the Company set forth in Sections 3.01, 3.02 and 3.03 (with each reference in such Sections to “Transaction” to include the transactions contemplated hereby, and to “this Agreement” to be deemed a reference to this Term Loan Amendment and the Term Loan Credit Agreement as amended hereby) of the Term Loan Credit Agreement shall be true in all material respects on and as of the Term Loan Amendment Effective Date, except to the extent they expressly relate to an earlier date in which case they shall be true in all material respects as of such earlier date and (ii) no Default has occurred and is continuing on the Term Loan Amendment Effective Date.  


SECTION 4.  Effectiveness.  This Term Loan Amendment shall become effective on and as of November 2, 2015 (the “Term Loan Amendment Effective Date”), subject only to receipt by the Administrative Agent, from each of the Company and Lenders comprising the Required Lenders, of a counterpart of this Term Loan Amendment signed on behalf of such parties.


SECTION 5.  Reference to and Effect Upon the Term Loan Credit Agreement. 


(a)The execution, delivery and effectiveness of this Term Loan Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under, nor any provision of, the Term Loan Credit Agreement.









(b)On and as of the Term Loan Amendment Effective Date, each reference in the Term Loan Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Term Loan Credit Agreement shall mean and be a reference to the Term Loan Credit Agreement, as amended by this Term Loan Amendment.  


(c)The Term Loan Credit Agreement, as specifically amended by this Term Loan Amendment, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.


SECTION 6.  Governing Law.  This Term Loan Amendment shall be construed in accordance with and governed by the laws of the State of New York. 


SECTION 7.  Counterparts.  This Term Loan Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.  Delivery of an executed counterpart hereof by facsimile or electronic transmission (e.g., “pdf” or “tif”) shall be as effective as delivery of a manually executed counterpart hereof.


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


	
		
	THE DUN & BRADSTREET CORPORATION

	By:
	/s/ RICHARD H. VELDRAN

	Name: Richard H. Veldran

	Title:   Chief Financial Officer






	
		
	JPMORGAN CHASE BANK, N.A.,
     as Administrative Agent and Lender

	By:
	/s/ JAMES A. KNIGHT

	Name: James A. Knight

	Title:   Vice President






	
		
	AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED, as Lender

	By:
	/s/ ROBERT GRILLO

	Name: Robert Grillo

	Title:   Director






	
		
	Bank of America NA, as Lender

	By:
	/s/ STACEY A HAMILTON SANDLER

	Name: Stacey A Hamilton Sandler

	Title:   SVP






	
		
	Bank of Montreal, as Lender

	By:
	/s/ ANNA SMITH

	Name: Anna Smith

	Title:   Vice President






	
		
	Barclays Bank Plc., as Lender

	By:
	/s/ AMIR BARASH

	Name: Amir Barash

	Title:   Director

	Executed in New York






	
		
	HSBC Bank USA, N.A., as Lender

	By:
	/s/ ROBERT MORAVEC

	Name: Robert Moravec

	Title:   Vice President





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	Citizens Bank, N.A., as Lender

	By:
	/s/ RAMEZ GOBRAN

	Name: Ramez Gobran

	Title:   Vice President






	
		
	TD Bank, N.A., as Lender

	By:
	/s/ SHREYA SHAH

	Name: Shreya Shah

	Title:   Senior Vice President






	
		
	The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Syndication Agent and Lender

	By:
	/s/ FRANK BROWN

	Name: Frank Brown

	Title:   Managing Director






	
		
	The Governor and Company of the Bank of Ireland, as Lender

	By:
	/s/ CORA PHELAN

	Name: Cora Phelan

	Title:   Senior Manager Corporate Banking

	 
	 

	By:
	/s/ CONOR LINEHAN

	Name: Conor Linehan

	Title:   Associate Director Corporate Banking






	
		
	The Northern Trust Company, as Lender

	By:
	/s/ ANDREW D. HOLTZ

	Name: Andrew D. Holtz

	Title:   Senior Vice President






	
		
	Wells Fargo Bank, NA, as Lender

	By:
	/s/ BETH RUE

	Name: Beth Rue

	Title:   Director







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