EX-4.1



 Exhibit 4.1 

AMENDMENT NO. 1 TO CREDIT AGREEMENT 

AMENDMENT NO. 1 dated as of May 14, 2015 (this “Amendment”) to the Amended and Restated Five-Year Credit Agreement dated as
of July 23, 2014 (the “Credit Agreement”) among The Dun & Bradstreet Corporation (the “Company”), the Borrowing Subsidiaries referred to therein, the Lenders party thereto (the
“Lenders”), JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), The Bank of Tokyo-Mitsubishi UFJ, Ltd. And RBS Citizens, N.A., as Co-Syndication Agents, and Bank of America, N.A.,
Barclays Bank PLC and HSBC Bank USA, N.A., as Co-Documentation Agents. 
 The parties hereto agree as follows: 

Section 1. Defined Terms; References. Unless otherwise specifically defined herein, each term used herein that is defined in the
Credit Agreement has the meaning assigned to such term in the Credit Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this
Agreement” and each other similar reference contained in the Credit Agreement shall, after this Amendment becomes effective, include this Amendment and refer to the Credit Agreement as amended hereby. 

Section 2. Amendments to the Credit Agreement. Section 6.06 of the Credit Agreement is amended and restated in its
entirety to read in full as follows: 
 Section 6.06. Total Debt to EBITDA Ratio. The Total Debt to EBITDA
Ratio will not exceed at the end of any fiscal quarter of the Company, for any such fiscal quarter that ends (i) before December 31, 2016, 4.5 to 1.0 and (ii) on or after December 31, 2016, 4.0 to 1.0. 

Section 3. Representations of the Company. The Company represents and warrants that (i) the representations and warranties of
the Company set forth in Section 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 Agreement
and the Credit Agreement as amended hereby) of the Credit Agreement shall be true in all material respects on and as of the 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 or Event of Default shall have occurred and be continuing on the Amendment Effective Date. 

Section 4. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

 Section 5. Counterparts. This 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 signature page hereto by facsimile or electronic transmission (e.g., “pdf” or “tif”) shall be as effective as delivery
of a manually executed counterpart hereof. 







 Section 6. Conditions to Effectiveness. This Amendment shall become effective
upon receipt by the Administrative Agent of counterparts of this Amendment signed by each of the Borrower and Lenders comprising the Required Lenders (such date, the “Amendment Effective Date”). 

Section 7. Ratification. Except to the extent hereby amended, the Credit Agreement remains in full force and effect and is
hereby ratified and affirmed. 
 [Signature Pages Follow] 

  








 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
		
	By:		 /s/ Kathleen M. Guinnessey

			Name:  Kathleen M. Guinnessey
			Title:    Treasurer and Investor Relations Officer


 [Signature Page to Amendment No. 1] 







 
			
	 JPMORGAN CHASE BANK, N.A.,

  as Administrative Agent and as a Lender

		
	 By:
		 /s/ Helene P. Sprung

			 Name: Helene P. Sprung

			 Title: Senior Vice President



 [Signature Page to Amendment No. 1] 

 

  








 
			
	HSBC BANK USA, N.A
		
	By:		 /s/ Randolph E. Cates

			Name: Randolph E. Cates
			Title:   SVP


 [Signature Page to Amendment No. 1] 








			
	CITIZENS BANK, N.A.
		
	By:		 /s/ Barrett D. Bencivenga

			Name: Barrett D. Bencivenga
			Title:   Senior Vice President


 [Signature Page to Amendment No. 1] 








			
	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
		
	By:		 /s/ Frank Brown

			Name: Frank Brown
			Title:   Managing Director
	
	[for Lenders requiring two signature blocks]
		
	By:		  

			Name:
			Title:


 [Signature Page to Amendment No. 1] 








			
	Bank of America, N.A.
		
	By:		 /s/ Stacey Hamilton Sandler

			Name: Stacey Hamilton Sandler
			Title:   SVP
	
	[for Lenders requiring two signature blocks]
		
	By:		  

			Name:
			Title:


 [Signature Page to Amendment No. 1] 








			
	Barclays Bank Plc.
		
	By:		 /s/ Amir Barash

			Name: Amir Barash
			 Title:   Director

            Executed in New York



 [Signature Page to Amendment No. 1] 








			
	The Northern Trust Company
		
	By:		 /s/ Andrew Holtz

			Name: Andrew Holtz
			Title:   Senior Vice President


 [Signature Page to Amendment No. 1] 








			
	Citibank, N.A.
		
	By:		 /s/ Brian Rolli

			Name: Brian Rolli
			Title:   Vice President


 [Signature Page to Amendment No. 1] 








			
	 The Bank of New York Mellon, as a Lender

		
	By:		 /s/ David B. Wirl

			Name: David B. Wirl
			 Title:   Managing Director



 [Signature Page to Amendment No. 1] 








			
	TD Bank, N.A.
		
	By:		 /s/ Shreya Shah

			Name: Shreya Shah
			Title:   Senior Vice President


 [Signature Page to Amendment No. 1] 








			
	 Bank of Montreal

		
	By:		 /s/ Anna Smith

			 Name: Anna Smith

			Title:   Vice President
	
	[for Lenders requiring two signature blocks]
		
	By:		  

			Name:
			Title:


 [Signature Page to Amendment No. 1] 








			
	 Wells Fargo Bank, N.A.

		
	By:		 /s/ Beth Rue

			Beth Rue
			 Director



 [Signature Page to Amendment No. 1] 








			
	AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED, as a Lender
		
	By:		 /s/ Robert Grillo

			Name: Robert Grillo
			Title:   Director


 [Signature Page to Amendment No. 1] 








			
	 The Governor and Company of the Bank of Ireland

		
	By:		 /s/ Cora Phelan

			Name: Cora Phelan
			 Title:   Authorised Signatory



  

			
	
		
	By:		 /s/ Conor Linehan

			 Name: Conor Linehan

			 Title:   Authorised Signatory



 [Signature Page to Amendment No. 1] 








			
	 The Chiba Bank, Ltd., New York Branch, as a Lender

		
	By:		 /s/ Nobukazu Odaka

			Name: Nobukazu Odaka
			 Title:   General Manager



  

			
	[for Lenders requiring two signature blocks]
		
	By:		  

			 Name:

			 Title:  



 [Signature Page to Amendment No. 1]