S-4

As filed with the Securities and Exchange Commission on May 2, 2007

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

THE NIELSEN COMPANY B.V.

(Exact name of registrant as specified in charter)

The Netherlands	7374	98-0366864
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

770 Broadway New York, New York 10003 (646) 654-5000 Ceylonpoort 5 2037 AA Haarlem The Netherlands +31 23 546 3463

NIELSEN FINANCE LLC

(Exact name of registrant as specified in charter)

Delaware	7374	20-5172894
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

770 Broadway

New York, New York 10003

(646) 654-5000

NIELSEN FINANCE CO.

(Exact name of registrant as specified in charter)

Delaware	7374	20-5172975
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

770 Broadway

New York, New York

10003 (646) 654-5000

GUARANTORS LISTED ON SCHEDULE A HERETO (Address, including zip code, and telephone number, including area code, of registrants’ principal executive offices)

James W. Cuminale, Esq.

The Nielsen Company B.V.

770 Broadway

New York, New York 10003

(646) 654-5000

(Name, address, including zip code, and telephone number, including area code, of agent for service of process)

With a copy to:

Monica K. Thurmond, Esq.

O’Melveny & Myers LLP

7 Times Square

New York, New York 10036

(212) 326-2000

Approximate date of commencement of proposed sale to the public:    As soon as practicable after this Registration Statement becomes effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:  ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ¨

CALCULATION OF REGISTRATION FEE

Title of each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Note	Proposed Maximum Aggregate Offering Price (1)	Amount of Registration Fee (2)
11 1/8% Senior Discount Notes due 2016	€343,000,000	100%	€343,000,000	$14,037.68(3)
10% Senior Notes due 2014	$650,000,000	100%	$650,000,000	$19,955.00
Guarantees of 10% Senior Notes due 2014	—	—	—	(4)
9% Senior Notes due 2014	€150,000,000	100%	€150,000,000	$  6,138.93(3)
Guarantees of 9% Senior Notes due 2014	—	—	—	(4)
12 1/2% Senior Subordinated Discount Notes Due 2016	$1,070,000,000	100%	$1,070,000,000	$32,849.00
Guarantees of 12 1/2% Senior Subordinated Discount Notes Due 2016	—	—	—	(4)

(1) The registration fee has been calculated pursuant to Rule 457(f)(2) under the Securities Act of 1933, as amended. The proposed maximum offering price is estimated solely for purpose of calculating the registration fee.

(2) Paid by wire transfer.

(3) For purposes of calculating these registration fees, Euro amounts have been translated into U.S. Dollars at €1.00 to $1.3331, which was the noon buying rate in New York City for cable transfers in Euro as certified for customs purposes by the Federal Reserve Bank of New York on March 28, 2007.

(4) Pursuant to Rule 457(n), no additional registration fee is payable with respect to the guarantees.

The registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the registration shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration statement shall be come effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

SCHEDULE A

Guarantor	State or Other Jurisdiction of Incorporation or Organization	Address of Registrants’ Principal Executive Offices	I.R.S. Employer Identification Number
A. C. Nielsen (Argentina) S.A.	Delaware	150 N. Martingale Rd. Schaumburg, IL 60173 (847) 605-5000	36-2722599
A. C. Nielsen Company	Delaware	150 N. Martingale Rd. Schaumburg, IL 60173 (847) 605-5000	36-1549320
AC Nielsen (US), Inc.	Delaware	150 N. Martingale Rd. Schaumburg, IL 60173 (847) 605-5000	04-3721439
AC Nielsen HCI, LLC	Delaware	50 Millstone Rd., Bldg. 100, Suite 300 East Windsor, NJ 08520 (609) 630-6450	34-2026362
ACN Holdings Inc.	Delaware	770 Broadway New York, NY 10003 (646) 654-5000	52-2294969
ACNielsen Corporation	Delaware	770 Broadway New York, NY 10003 (646) 654-5000	06-1454128
ACNielsen EDI II, Inc.	California	6255 Sunset Boulevard Hollywood, CA (323) 860-4600	95-4424600
ART Holding, L.L.C.	Delaware	150 N. Martingale Rd. Schaumburg, IL 60173 (847) 605-5000	None
Athenian Leasing Corporation	Delaware	801 West Street Wilmington, DE 19801 (302) 254-1004	94-3156553
BDS (Canada), LLC	Delaware	770 Broadway New York, NY 10003 (646) 654-5000	13-4027131
Billboard Cafes, Inc.	Delaware	770 Broadway New York, NY 10003 (646) 654-5000	13-3992415
Broadcast Data Systems, LLC	Delaware	770 Broadway New York, NY 10003 (646) 654-5000	13-4023256
Claritas Inc.	Delaware	770 Broadway New York, NY 10003 (646) 654-5000	52-0909249
Consumer Research Services, Inc.	Delaware	770 Broadway New York, NY 10003 (646) 654-5000	22-2982129
CZT/ACN Trademarks, L.L.C.	Delaware	150 N. Martingale Rd. Schaumburg, IL 60173 (847) 605-5000	None
Decisions Made Easy, Inc.	Arkansas	770 Broadway New York, NY 10003 (646) 654-5000	06-1685084
EMIS (Canada), LLC	Delaware	770 Broadway New York, NY 10003 (646) 654-5000	13-4027129
Foremost Exhibits, Inc.	Nevada	770 Broadway New York, NY 10003 (646) 654-5000	95-4502915

Guarantor	State or Other Jurisdiction of Incorporation or Organization	Address of Registrants’ Principal Executive Offices	I.R.S. Employer Identification Number
Global Media USA, LLC	Delaware	201 California Street San Francisco, CA 94111 (415) 249-1620	22-3636917
Interactive Market Systems, Inc.	New York	770 Broadway New York, NY 10003 (646) 654-5000	06-1097500
MFI Holdings, Inc.	Delaware	770 Broadway New York, NY 10003 (646) 654-5000	94-3360052
Neslein Holding, L.L.C.	Delaware	770 Broadway New York, NY 10003 (646) 654-5000	None
Nielsen Business Media, Inc.	Delaware	770 Broadway New York, NY 10003 (646) 654-5000	13-3754838
The Nielsen Company (US), Inc.	New York	770 Broadway New York, NY 10003 (646) 654-5000	22-2145575
Nielsen EDI, Inc.	California	6255 Sunset Boulevard Hollywood, CA (323) 860-4600	95-3740138
Nielsen Entertainment, LLC	Delaware	6255 Sunset Boulevard Hollywood, CA (323) 860-4600	32-0079182
Nielsen Holdings, Inc.	Delaware	150 N. Martingale Rd. Schaumburg, IL 60173 (847) 605-5000	13-3601302
Nielsen Leasing Corporation	Delaware	150 N. Martingale Rd. Schaumburg, IL 60173 (847) 605-5000	36-3191217
Nielsen Media Research, Inc.	Delaware	770 Broadway New York, NY 10003 (646) 654-5000	06-1450569
Nielsen National Research Group, Inc.	California	770 Broadway New York, NY 10003 (646) 654-5000	95-3194285
NMR Investing I, Inc.	Delaware	801 West Street Wilmington, DE 19801 (302) 254-1004	06-1450569
NMR Licensing Associates, L.P.	Delaware	801 West Street Wilmington, DE 19801 (302) 254-1004	51-0380964
Panel International S.A.	Delaware	150 N. Martingale Rd. Schaumburg, IL 60173 (847) 605-5000	06-1463079
PERQ/HCI, LLC	Delaware	50 Millstone Rd., Bldg. 100, Suite 300 East Windsor, NJ 08520 (609) 630-6440	22-3552868
Radio and Records, Inc.	California	770 Broadway New York, NY 10003 (646) 654-5000	13-3758415

Guarantor	State or Other Jurisdiction of Incorporation or Organization	Address of Registrants’ Principal Executive Offices	I.R.S. Employer Identification Number
Spectra Marketing Systems, Inc.	Delaware	200 W. Jackson Boulevard, Suite 2800 Chicago, IL 60606 (312) 583-5100	36-3580291
SRDS, Inc.	Delaware	1700 Higgins Road Des Plaines, IL 60018 (847) 605-5000	22-2774148
Trade Dimensions International, Inc.	Delaware	45 Danbury Road Wilton, CT 06897 (203) 563-3000	13-4197441
VNU Marketing Information, Inc.	Delaware	770 Broadway New York, NY 10003 (646) 654-5000	13-3836156
VNU Media Measurement & Information, Inc.	Delaware	770 Broadway New York, NY 10003 (646) 654-5000	20-0329898
VNU/SRDS Management Co., Inc.	Delaware	770 Broadway New York, NY 10003 (646) 654-5000	13-3931653
VNU USA Property Management, Inc.	Delaware	770 Broadway New York, NY 10003 (646) 654-5000	13-3987956
VNU Holding and Finance B.V.	The Netherlands	Ceylonpoort 5 2037 AA Haarlem The Netherlands +31 23 546 3463	None
VNU Holdings B.V.	The Netherlands	Ceylonpoort 5 2037 AA Haarlem The Netherlands +31 23 546 3463	None
VNU Intermediate Holding B.V.	The Netherlands	Ceylonpoort 5 2037 AA Haarlem The Netherlands +31 23 546 3463	None
VNU International B.V.	The Netherlands	Ceylonpoort 5 2037 AA Haarlem The Netherlands +31 23 546 3463	None
VNU Services B.V.	The Netherlands	Ceylonpoort 5 2037 AA Haarlem The Netherlands +31 23 546 3463	None

EXPLANATORY NOTE

Inclusion of Two Prospectuses

This Registration Statement contains two prospectuses. The first prospectus is to be used in connection with the exchange offer relating to The Nielsen Company B.V.’s 11 ¹/8% Senior Discount Notes Due 2016. The second prospectus is to be used in connection with the exchange offer relating to Nielsen Finance LLC’s and Nielsen Finance Co.’s 10% Senior Notes due 2014, 9% Senior Notes due 2014 and 12 ¹/2% Senior Subordinated Discount Notes due 2016, each of which are fully and unconditionally guaranteed by The Nielsen Company B.V. and certain of its subsidiaries.

The information in this prospectus is not complete and may be changed. We may not complete the exchange offer and issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell securities and it is not soliciting an offer to buy these securities in any state where the offer is not permitted.

Subject to completion, dated May 2, 2007

PROSPECTUS

The Nielsen Company B.V.

Offer to Exchange

€343,000,000 aggregate principal amount of The Nielsen Company B.V.’s Senior Discount Notes Due 2016 which have been registered under the Securities Act of 1933 for €343,000,000 aggregate principal amount of The Nielsen Company B.V.’s outstanding Senior Discount Notes Due 2016.

We hereby offer, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal (which together constitute the “exchange offer”), to exchange up to €343,000,000 aggregate principal amount of our registered Senior Discount Notes Due 2016, which we refer to as the “exchange notes,” for a like principal amount of our outstanding Senior Discount Notes Due 2016, which we refer to as the “old notes.” We refer to the old notes and the exchange notes collectively as the “notes” or the “Senior Discount Notes.” The terms of the exchange notes are identical to the terms of the old notes in all material respects, except for the elimination of some transfer restrictions, registration rights and additional interest provisions relating to the old notes.

We will exchange any and all old notes that are validly tendered and not validly withdrawn prior to 5:00 p.m., New York City time, on                     , 2007, unless extended.

We intend to apply to list the exchange notes on the Luxembourg Stock Exchange’s Euro MTF market.

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The letter of transmittal states that by so acknowledging and delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for old notes where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the consummation of the exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

See “ Risk Factors” beginning on page 16 of this prospectus for a discussion of certain risks that you should consider before participating in this exchange offer.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is                     , 2007

TABLE OF CONTENTS

	Page
PROSPECTUS SUMMARY	1
RISK FACTORS	16
MARKET AND INDUSTRY DATA AND FORECASTS	30
THE EXCHANGE OFFER	31
USE OF PROCEEDS	41
CAPITALIZATION	42
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION	43
SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION	47
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	49
BUSINESS	85
MANAGEMENT	101
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	120

	Page
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	123
DESCRIPTION OF OTHER INDEBTEDNESS	125
DESCRIPTION OF THE NOTES	129
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES	145
DUTCH TAXATION	146
PLAN OF DISTRIBUTION	150
LEGAL MATTERS	151
EXPERTS	151
WHERE YOU CAN FIND MORE INFORMATION	151
SERVICE OF PROCESS AND ENFORCEABILITY OF CIVIL LIABILITIES	152
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS	F-1

We have not authorized anyone to give you any information or to make any representations about us or the transactions we discuss in this prospectus other than those contained in this prospectus. If you are given any information or representations about these matters that is not discussed in this prospectus, you must not rely on that information. This prospectus is not an offer to sell or a solicitation of an offer to buy securities anywhere or to anyone where or to whom we are not permitted to offer or sell securities under applicable law. The delivery of this prospectus does not, under any circumstances, mean that there has not been a change in our affairs since the date of this prospectus. Subject to our obligation to amend or supplement this prospectus as required by law and the rules of the Securities and Exchange Commission, or the SEC, the information contained in this prospectus is correct only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of these securities.

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), neither Nielsen nor anyone acting on its behalf has made or will make an offer of notes to the public in that Relevant Member State prior to the publication of a prospectus in relation to the notes which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that the Initial Purchasers may, with effect from and including the Relevant Implementation Date, make an offer of the notes to the public in the Relevant Member State at any time:

(a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

(b) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year, (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000 as shown in its last annual or consolidated accounts; or

(c) in any other circumstances which do not require the publication by Nielsen of a prospectus pursuant to Article 3 of the Prospectus Directive.

i

For the purposes of this restriction, the expression an “offer of the notes to the public” in relation to any of the notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offering and the notes to be offered so as to enable an investor to decide to purchase or subscribe the notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

The notes may not be offered or sold in or into the United Kingdom by means of any document except in circumstances that do not constitute an offer to the public within the meaning of the Public Offers of Securities Regulations 1995. All applicable provisions of the Financial Services and Markets Act 2000 must be complied with in respect of anything done in relation to the notes in, from or otherwise involving or having an effect in the United Kingdom.

In France, the notes may not be directly or indirectly offered or sold to the public, and offers and sales of the notes will only be made in France to providers of investment services relating to portfolio management for the account of third parties and/or to qualified investors acting for their own account, in accordance with Articles L.411-1, L.411-2 and D.411-1 of the Code Monétaire et Financier. Accordingly, this prospectus has not been submitted to the Autorité des Marchés Financiers. Neither this prospectus nor any other offering material may be distributed to the public or used in connection with any offer for subscription or sale of the notes to the public in France or offered to any investors other than those (if any) to whom offers and sales of the notes in France may be made as described above and no prospectus shall be prepared and submitted for approval (visa) to the Autorité des Marchés Financiers.

Les titres ne peuvent être offerts ni vendus directement ou indirectement au public en France et ni l’offre ni la vente des titres ne pourra être proposée qu’ à des personnes fournissant le service d’investissement de gestion de portefeuille pour compte de tiers et/ou à des investisseurs qualifiés agissant pour compte propre conformément aux Articles L.411-1, L.411-2 et D411 1 du Code Monétaire et Financier. Par conséquent, ce prospectus n’a pas été soumis au visa de l’Autorité des Marchés Financiers et aucun prospectus ne sera preparé ou soumis au visa de l’Autorité des Marchés Financiers. Ni ce prospectus ni aucun autre document promotionnel ne pourra être communiqué en France au public ou utilisé en relation avec l’offre de souscription ou la vente ou l’offre de titres au public ou à toute personne autre que les investisseurs (le cas échéant) décrits ci-dessus auxquels les titres peuvent être offerts et vendus en France.

The notes may be offered and sold in Germany only in compliance with the German Securities Prospectus Act (Wertpapierprospektgesetz) as amended, the Commission Regulation (EC) No 809/2004 of April 29, 2004 as amended, or any other laws applicable in Germany governing the issue, offering and sale of securities. This prospectus has not been approved under the German Securities Prospectus Act (Wertpapierprospektgesetz) or the Directive 2003/71/EC.

The notes have not been and will not be qualified under the securities laws of any province or territory of Canada. The notes are not being offered or sold, directly or indirectly, in Canada or to or for the account of any resident of Canada in contravention of the securities laws of any province or territory thereof.

Until                     , 2007 (90 days after the date of this prospectus), all dealers effecting transactions in the exchange notes, whether or not participating in the exchange offer, may be required to deliver a prospectus.

ii

PROSPECTUS SUMMARY

This summary highlights information about The Nielsen Company B.V. (“Nielsen”), formerly known as VNU Group B.V. and prior to that as VNU N.V., and the notes contained elsewhere in this prospectus. It is not complete and may not contain all the information that may be important to you. You should carefully read the entire prospectus before making an investment decision, especially the information presented under the heading “Risk Factors.” In this prospectus, except as otherwise indicated herein, or as the context may otherwise require, references to the “Issuer” refers to Nielsen, and references to “we,” “our,” “us,” and “the Company” refer to Nielsen and each of its consolidated subsidiaries. Financial information identified in this prospectus as “pro forma” gives effect to the closing of the Transactions, which are described in this prospectus summary under “—The Transactions.”

Overview

We are a leading global information and media company providing essential marketing and media measurement information, analytics and industry expertise to customers across the world. Our Nielsen brands, including ACNielsen, Nielsen Media Research, Nielsen Entertainment and Nielsen//NetRatings, are recognized worldwide as leaders in marketing information and analysis, television ratings, entertainment measurement and Internet advertising measurement, respectively. In addition, our trade shows, online media assets and publications occupy leading positions in a number of their targeted end markets. Through our broad portfolio of products and services, we track sales of consumer products each year, report on television viewing habits in countries representing more than 60% of the world’s population, measure Internet audiences in 18 countries, produce more than 100 trade shows worldwide, operate approximately 100 websites and publish more than 100 print publications and online newsletters. For the twelve months ended December 31, 2006, we generated pro forma revenue of $4,174 million, earnings before interest, taxes, depreciation and amortization and other adjustments permitted under our senior credit facility (“Covenant EBITDA”) of $1,097 million and a pro forma loss from continuing operations of $(377) million.

We have traditionally operated in three segments: Marketing Information (“MI”), Media Measurement & Information (“MMI”) and Nielsen Business Media (“NBM”). On December 18, 2006, we announced a corporate strategy and related restructuring to integrate our various service offerings historically conducted in separate businesses into a single organization focused on four major areas: sales, product development and product management, global business services combining all of our information technology systems, facilities and operations and corporate functions including finance, human resources, legal and communications. As part of this plan, the traditional business unit structure of many of our services will be eliminated. The restructuring calls for the combination of product innovation, research and development and marketing into a single organization to identify new product opportunities and accelerate their development and commercialization. We will also transition to a unified global client service organization to simplify client interactions and more easily access internal expertise to offer integrated solutions. In addition, we intend to centralize operational and IT functions into a new global business services organization. We expect to continue to report on our business in the traditional segments which we have used, namely Media Measurement and Information, Marketing Information and Nielsen Business Media. As part of our transformation to this new operating model, we announced the formation of a new business unit, NielsenConnect. This new unit will draw on media and marketing data and resources across Nielsen (including purchase information, store data, modeling assets, geo-demographic data, television data, outdoor advertising ratings and movie, book, video and radio data) and report on and analyze consumer patterns and usage.

Our MI segment provides critical consumer behavior information and analysis primarily to businesses in the consumer packaged goods industry. ACNielsen, our leading brand within MI, is a global leader in retail measurement services and consumer household panel data. MI’s extensive database of retail and consumer information, combined with advanced analytical capabilities, yields valuable strategic insights and information

1

that influence our customers’ critical business decisions such as enhancing brand management strategies, developing and launching new products, identifying new marketing opportunities and improving marketing return on investment. Our MMI segment provides measurement information of multiple media platforms, including broadcast and cable television, motion pictures, music, print, the Internet and outdoor advertising. Our leading brand within MMI, Nielsen Media Research, is the industry leader in U.S. television audience measurement, and our measurement data is widely accepted as the “currency” in determining the value of television advertising. Our NBM segment is a leading market-focused provider of integrated sales and marketing solutions. Through a multi-channel approach consisting of trade shows, online media assets and publications, NBM offers attendees, exhibitors, readers and advertisers the insights and connections that assist them in gaining a competitive edge in their respective markets.

Our business generates a stable and predictable revenue stream and is characterized by long-term customer relationships, multi-year contracts and high contract renewal rates related to marketing and media measurement services. Advertising across our segments represented only 4% of our total pro forma revenue in 2006. We serve a global customer base across multiple end markets including consumer packaged goods, retail, broadcast and cable television, music and online media. The average length of relationship with our top ten customers including The Procter & Gamble Company, the Unilever Group, Nestlé S.A. and The Coca-Cola Company is 30 years.

Our revenue is highly diversified by business segment, geography and customer. In 2006, 57% of our pro forma revenues were generated from our MI segment, 32% from our MMI segment and the remaining 11% from our NBM segment. We conduct our business activities in more than 100 countries, with 58% of our pro forma revenues generated in the U.S., 9% in North and South America excluding the U.S., 24% in Europe, the Middle East and Africa, and the remaining 9% in Asia Pacific. No single customer accounted for more than 5% of our total pro forma revenue in 2006.

The Transactions

The Tender Offer and Acquisition

On March 8, 2006, Valcon Acquisition B.V. (“Valcon”), formed by investment funds associated with AlpInvest Partners, The Blackstone Group, The Carlyle Group, Hellman & Friedman, Kohlberg Kravis Roberts & Co., and Thomas H. Lee Partners (collectively, the “Sponsors”), entered into a merger protocol to acquire Nielsen. The price per share paid to Nielsen shareholders was €29.50 per ordinary share and €21.00 per 7% preferred share. The tender offer was settled on various dates commencing May 24, 2006, and all of Nielsen’s issued and outstanding preferred B shares were separately purchased by Valcon for €102 million, together representing approximately 99.4% of Nielsen’s issued and outstanding share capital at December 31, 2006. To finance the tender and the purchase of Nielsen’s shares, Valcon used a combination of investments in Valcon’s equity through its parent companies by investment funds associated with or designated by the Sponsors and a senior secured bridge facility providing for borrowings by Valcon. Valcon intends to acquire the remaining Nielsen share capital through a statutory squeeze-out procedure, which is expected to be completed by the end of 2007. We used additional equity contributed to Valcon by investment funds associated with or designated by the Sponsors and additional investors chosen by the Sponsors (the “Co-Investors”), as well as available cash on hand, the proceeds from the offering of the old notes, proceeds from the offering by Nielsen Finance LLC and Nielsen Finance Co. of Senior Notes and Senior Subordinated Discount Notes (each as defined below) and borrowings under the new senior secured credit facilities described below to repay Valcon’s senior secured bridge facility and to purchase from Valcon and/or cancel Nielsen’s preferred B shares. As of December 31, 2006, investment funds associated with or designated by the Sponsors had invested approximately $4,156 million in the equity of Valcon through its parent companies. In connection with the Transactions, Nielsen delisted its shares from the Eurolist by Euronext Amsterdam Stock Exchange, and converted from a Dutch N.V. (a public company) to a Dutch B.V. (a private company).

2

The Financing Transactions

Concurrently with the closing of the offering of the old notes, we entered into the following financing transactions:

• new senior secured credit facilities, consisting of $4,175 million and €800 million ($1,027 million) senior secured seven-year term loan facility, all of which was borrowed at the closing of the Transactions (as defined below), and a six-year $688 million senior secured revolving credit facility, none of which was borrowed at the closing of the Transactions;

• the issuance by Nielsen Finance LLC and Nielsen Finance Co. of $650 million aggregate principal amount of 10% Senior Notes due 2014, €150 million aggregate principal amount of 9% senior notes due 2014 (collectively the “Senior Notes”) and $1,070 million aggregate principal amount at maturity ($585 million aggregate gross proceeds) of 12 ¹/2% senior subordinated discount notes due 2016 (the “Senior Subordinated Discount Notes”);

• the cancellation of our €1,000 million ($1,230 million) committed revolving credit facility, due 2010 (no amounts were outstanding);

• the repayment of all amounts outstanding under Valcon’s senior secured bridge facility and the purchase and/or cancellation of certain of Nielsen’s shares with the proceeds of the offering of the old notes, term loan borrowings under the new senior secured credit facilities, and equity contributed to Valcon through its parent companies by investment funds associated with or designated by the Sponsors and the Co-Investors; and

• the repurchase on the closing of the Transactions of substantially all of Nielsen Media Research’s $150 million 7.60% debenture loan due 2009, and the repurchase and/or redemption of €148 million ($190 million) outstanding aggregate principal amount of Nielsen’s €150 million private placement debenture loan due 2006, €500 million ($642 million) aggregate principal amount of Nielsen’s 6.625% debenture loan due 2007, NLG 600 million ($350 million) aggregate principal amount of Nielsen’s 5.50% debenture loan due 2008 and €49 million ($63 million) outstanding aggregate principal amount of Nielsen’s €600 million 6.75% debenture loan due 2008, in each case pursuant to a tender offer and consent solicitation, with available cash on hand, the proceeds of the offerings of the old notes, term loan borrowings under the new senior secured credit facilities and equity contributed to Valcon through its parent companies by investment funds associated with or designated by the Sponsors and additional investors chosen by the Sponsors.

Nielsen’s €333 million ($409 million) 1.75% convertible unsubordinated bonds due 2006 and Nielsen’s NLG 500 million subordinated loans ($167 million) were repaid in May 2006, in each case with available cash on hand.

Throughout this prospectus, we collectively refer to the tender offer, the acquisition of the outstanding share capital of Nielsen by Valcon, and the financing transactions described above as the “Transactions.”

Ownership Structure

Nearly all of our issued and outstanding capital stock is held by Valcon, and investment funds associated with or designated by the Sponsors, together with the Co-Investors, indirectly through their ownership interest in the parent companies of Valcon, own approximately 99.4% of the issued and outstanding share capital in Nielsen on a fully diluted basis. See “Security Ownership of Certain Beneficial Owners and Management.”

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The following chart summarizes our corporate structure as of December 31, 2006:

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(1) Includes cash equity contributed to Valcon through its parent companies by investment funds associated with or designated by the Sponsors and the Co-Investors. As of December 31, 2006, approximately $4,156 million of cash equity had been contributed by investment funds associated with or designated by the Sponsors.

(2) There are no guarantors of the notes. All of Nielsen’s operations are conducted through its subsidiaries and therefore Nielsen will be dependent upon the cash flow of its subsidiaries to meet its obligations, including its obligations on the notes.

(3) Each of Nielsen, VNU Intermediate Holding B.V., VNU Holding and Finance B.V., VNU Holdings B.V., VNU International B.V., VNU Services B.V., ACN Holdings, Inc., The Nielsen Company (US), Inc. and the wholly owned subsidiaries thereof, including the wholly owned U.S. subsidiaries of ACN Holdings, Inc. and The Nielsen Company (US), Inc., in each case that guarantee the new senior secured credit facilities also guarantee the Senior Notes and the Senior Subordinated Notes. Neither Nielsen nor VNU Intermediate Holding B.V. will be subject to any of the covenants contained in the indentures that are not payment covenants.

(4) The non-U.S. subsidiaries of ACN Holdings, Inc. and The Nielsen Company (US), Inc. do not guarantee the Senior Notes and the Senior Subordinated Notes due to the adverse tax consequences of non-U.S. subsidiaries providing guarantees of indebtedness of U.S. entities. In addition, subsidiaries that are not directly or indirectly wholly owned by Nielsen or that are not otherwise required to guarantee the new senior secured credit facilities will not guarantee the Senior Notes and the Senior Subordinated Notes. Certain of our less than wholly owned subsidiaries, including Nielsen//Net Ratings and Nielsen BuzzMetrics, are also not subject to the restrictive covenants of our new debt financing, including the Senior Notes and the Senior Subordinated Notes. The subsidiaries that did not guarantee the Senior Notes and the Senior Subordinated Notes accounted for approximately $699 million, or 43%, of our total revenue and approximately $16 million, or 28%, of our operating income for the Predecessor period (January 1, 2006 through May 23, 2006) and accounted for approximately $1,142 million, or 45%, of our total revenue and approximately $75 million, or 69%, of our operating income, and approximately $6,710 million, or 42%, of our total assets for the Successor period (May 24, 2006 through December 31, 2006).

(5) Upon the closing of the offering of the old notes, we entered into new senior secured credit facilities. See “Description of Other Indebtedness—New Senior Secured Credit Facilities.”

Nielsen is a Netherlands besloten venootschap met beperkte aansprakelijkeid, or private company with limited liability. Nielsen’s registered office is located at Ceylonpoort 5, 2037 AA Haarlem, the Netherlands and it is registered at the Commercial Register for Amsterdam under file number 3403 6267. The phone number of Nielsen in the Netherlands is +31 23 546 3463, and in the United States is +1 (646) 654-5000. We maintain a website at www.nielsen.com where general information about our business is available. The information contained on our website is not a part of this prospectus.

Recent Developments

On December 18, 2006, we announced a corporate strategy and related restructuring to integrate our various service offerings, historically conducted in separate businesses, into a single organization focused on four major areas: sales, product development and product management, global business services combining all of our information technology systems, facilities and operations and corporate functions including finance, human resources, legal and communications. As part of this plan, the traditional business unit structure of many of our services will be eliminated. The restructuring calls for the combination of product innovation, research and development and marketing into a single organization to identify new product opportunities and accelerate their

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development and commercialization. Nielsen also plans to transition to a unified global client service organization to simplify client interactions and more easily access internal expertise to offer integrated solutions. In addition, Nielsen intends to centralize operational and information technology functions into a new global business services organization. We expect to continue to report on our business in the traditional segments which we have used, namely MMI, MI and NBM.

As part of its transformation to a new operating model, Nielsen announced the formation of a new business unit, NielsenConnect. This new unit will draw on media and marketing data and resources across Nielsen (including purchase information and store data, modeling assets and television, Internet, outdoor, movie, book, video and radio data) and report on and analyze consumer patterns and usage. In addition, Nielsen expects a reduction in force of up to 4,000 positions with most of the cuts coming from non-client-facing activities. A significant percentage of our cost savings will be earmarked to fund initiatives that will drive growth and deliver integrated services to our clients.

In early 2006, we acquired a majority interest in BuzzMetrics, Inc. Nielsen BuzzMetrics, serving the media and entertainment, automotive, electronics, healthcare and consumer packaged goods industries, measures and analyzes consumer-generated media on the Internet. We currently hold approximately 58% of Nielsen BuzzMetrics’ shares. On April 30, 2007, Nielsen announced an agreement in principle to acquire the remaining BuzzMetrics, Inc. shares subject to the execution of a definitive agreement.

On February 5, 2007, Nielsen Media Research, Inc., a Delaware corporation and wholly owned subsidiary of Nielsen, and NTRT Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Nielsen Media Research, Inc., entered into a merger agreement with NetRatings, Inc. (Nasdaq: NTRT) by which Nielsen Media Research, Inc., through NTRT Acquisition Sub, Inc., will acquire all of the NetRatings, Inc. shares of common stock not currently owned by it at a price of $21.00 per share in cash, for a total purchase price of approximately $327 million.

On February 8, 2007, Nielsen completed the sale of Business Media Europe (“BME”) to 3i, a European private equity and venture capital firm. BME is a business-to-business publisher that operates through wholly-owned subsidiaries in the U.K., Germany, France, Italy, The Netherlands, Belgium and Spain. A portion of the proceeds from the sale of BME was used to pay down our debt under our senior secured credit facility. Our stake in a joint venture with Jaarbeurs that produces trade shows in The Netherlands and China was not included in the sale. Mr. Robert van den Bergh, our former chief executive officer, acted as a senior adviser to 3i during the transaction.

The Sponsors

AlpInvest Partners

AlpInvest Partners N.V. (“AlpInvest Partners”) is one of the largest private equity investors in the world with over €35.6 billion of assets under management. Approximately 80% of these funds will be committed by AlpInvest Partners to private equity funds. The remainder will be invested directly in companies in Europe, the U.S. and Asia. AlpInvest Partners has approximately 65 investment professionals based in Amsterdam, Hong Kong and New York. Its shareholders and main clients are ABP and PGGM, two of the largest pension funds in the world with €209 billion and €80 billion of assets under management, respectively.

The Blackstone Group

The Blackstone Group (“Blackstone”) is a leading global alternative asset manager and provider of financial advisory services. Blackstone is one of the largest independent alternative asset managers in the world with offices in New York, Atlanta, Boston, Chicago, Los Angeles, London, Hamburg, Hong Kong, Paris and Mumbai.

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The firm has raised a total of approximately $78 billion for alternative asset investing since its formation. Blackstone invests in Nielsen through Blackstone Capital Partners V, an $18.1 billion general purpose fund. Including the firm’s other private equity funds, Blackstone has raised approximately $31.1 billion for private equity investments since its founding. Blackstone’s Private Equity Group has invested or committed approximately $19.8 billion in equity in 109 separate transactions, with a total enterprise value of over $191 billion. Notable media transactions sponsored by the firm include Freedom Communications, New Skies Satellites, Cumulus Media Partners, Montecito Broadcast Group, Sirius Satellite Radio, Houghton Mifflin and Columbia House.

The Carlyle Group

The Carlyle Group (“Carlyle”) is a global private equity firm with $56.0 billion under management. Carlyle invests in buyouts, venture & growth capital, real estate and leveraged finance in Asia, Europe and North America, focusing on aerospace & defense, automotive & transportation, consumer & retail, energy & power, healthcare, industrial, technology & business services and telecommunications & media. Since 1987, the firm has invested $26.4 billion of equity in 601 transactions for a total purchase price of $126.5 billion. The Carlyle Group employs more than 780 people in 18 countries. In the aggregate, Carlyle portfolio companies have more than $68 billion in revenue and employ more than 200,000 people around the world.

Hellman & Friedman

Hellman & Friedman LLC (“H&F”) is a private equity investment firm with offices in San Francisco, New York and London. Since its founding in 1984, H&F has raised and, through its affiliated funds, managed over $16 billion of committed capital and invested in approximately 50 companies. H&F’s strategy is to invest in superior business franchises and to be a value added partner to management in select industries including media, information services, financial services, professional services and energy. Representative investments in media and marketing include Axel Springer AG, ProSiebenSat.1, Formula One, DoubleClick, Eller Media, John Fairfax Holdings Limited, Advanstar, Young & Rubicam and Digitas.

Kohlberg Kravis Roberts & Co.

Kohlberg Kravis Roberts & Co. L.P. (“KKR”), founded in 1976, is one of the world’s oldest and most experienced private equity firms. KKR specializes in management buyouts, and has established itself as one of the largest and most active participants in the industry. Since its founding, KKR has completed more than 140 transactions globally involving in excess of $200 billion of total financing. Some of KKR’s current investments include VendexKBB, SBS Broadcasting and SunGard Data Systems. Other notable transactions include RJR Nabisco, Duracell, Safeway, Autozone, Willis, Stop & Shop, Yellow Pages Group, Legrand, PanAmSat and Storer Communications.

Thomas H. Lee Partners

Thomas H. Lee Partners, L.P. (“THL Partners”) is one of the largest and oldest private equity investment firms in the United States and has raised and managed almost $20 billion of capital, making investments in over 100 businesses since its founding in 1974. Today, by remaining focused on growth oriented companies with strong fundamentals and investing in large buyouts primarily in North America, THL Partners continues to build on a strong track record of creating lasting value and delivering exceptional returns to its investors. The investment team at THL Partners has leveraged its strong network of relationships to bring proprietary sourcing as well as management know-how and expertise to bear on its private equity transactions, including Warner Music Group, Dunkin’ Brands, Simmons, Aramark, Houghton Mifflin and ProSiebenSat.1.

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Summary of the Terms of the Exchange Offer

In connection with the closing of the Transactions, we entered into a registration rights agreement (as more fully described below) with the initial purchasers of the old notes. Under the agreement, we agreed to deliver to you this prospectus and to consummate the exchange offer by August 19, 2007. If we do not consummate the exchange offer by August 19, 2007, we will incur additional interest expense pursuant to the registration rights agreement. You are entitled to exchange in the exchange offer your old notes for exchange notes which are identical in all material respects to the old notes except that:

• the exchange notes have been registered under the Securities Act and will be freely tradable by persons who are not affiliated with us;

• the exchange notes are not entitled to registration rights which are applicable to the old notes under the registration rights agreement; and

• our obligation to pay additional interest on the old notes due to the failure to consummate the exchange offer by a prior date does not apply to the exchange notes.

The exchange offer We are offering to exchange up to €343,000,000 aggregate principal amount of our registered 11 ¹/8% Senior Discount Notes due 2016 for a like principal amount of our 11 ¹/8% Senior Discount Notes due 2016 which were issued on August 9, 2006. Old notes may be exchanged only in denominations of €2,000 and integral multiples of €1,000 in excess of €2,000.

Resales Based on an interpretation by the staff of the SEC set forth in no-action letters issued to third parties, we believe that the exchange notes issued pursuant to the exchange offer in exchange for the old notes may be offered for resale, resold and otherwise transferred by you (unless you are an “affiliate” within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that you:

• are acquiring the exchange notes in the ordinary course of business; and

• have not engaged in, do not intend to engage in, and have no arrangement or understanding with any person or entity, including any of our affiliates, to participate in a distribution of the exchange notes.

In addition, each participating broker-dealer that receives exchange notes for its own account pursuant to the exchange offer in exchange for old notes that were acquired as a result of market-making or other trading activity must also acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. For more information, see “Plan of Distribution.”

Any holder of old notes, including any broker-dealer, who

• is our affiliate,

• does not acquire the exchange notes in the ordinary course of its business, or

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• tenders in the exchange offer with the intention to participate, or for the purpose of participating, in a distribution of exchange notes,

cannot rely on the position of the staff of the Commission expressed in Exxon Capital Holdings Corporation, Morgan Stanley & Co., Incorporated or similar no-action letters and, in the absence of an exemption, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with the resale of the exchange notes.

Expiration date; Withdrawal of tenders The exchange offer will expire at 5:00 p.m., New York City time, on                     , 2007, or such later date and time to which we extend it. We do not currently intend to extend the expiration date. A tender of old notes pursuant to the exchange offer may be withdrawn at any time prior to the expiration date. Any old notes not accepted for exchange for any reason will be returned without expense to the tendering holder promptly after the expiration or termination of the exchange offer.

Conditions to the exchange offer The exchange offer is subject to customary conditions, some of which we may waive. For more information, see “The Exchange Offer—Conditions to the Exchange Offer.”

Procedures for tendering old notes If you wish to accept the exchange offer, you must complete, sign and date the accompanying letter of transmittal, or a copy of the letter of transmittal, according to the instructions contained in this prospectus and the letter of transmittal. You must also mail or otherwise deliver the letter of transmittal, or the copy, together with the old notes and any other required documents, to the exchange agent at the address set forth on the cover of the letter of transmittal. If you hold old notes through Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”), or Clearstream Banking, Société Anonyme (“Clearstream”) and wish to participate in the exchange offer, you must comply with the procedures of Euroclear or Clearstream, respectively, by which you will agree to be bound by the letter of transmittal.

By signing or agreeing to be bound by the letter of transmittal, you will represent to us that, among other things:

• any exchange notes that you receive will be acquired in the ordinary course of your business;

• you have no arrangement or understanding with any person or entity, including any of our affiliates, to participate in the distribution of the exchange notes;

• if you are a broker-dealer that will receive exchange notes for your own account in exchange for old notes that were acquired as a result of market-making activities, that you will deliver a prospectus, as required by law, in connection with any resale of the exchange notes; and

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• you are not our “affiliate” as defined in Rule 405 under the Securities Act, or, if you are an affiliate, you will comply with any applicable registration and prospectus delivery requirements of the Securities Act.

Guaranteed delivery procedures If you wish to tender your old notes and your old notes are not immediately available or you cannot deliver your old notes, the letter of transmittal or any other documents required by the letter of transmittal or comply with the applicable Euroclear or Clearstream procedures prior to the expiration date, you must tender your old notes according to the guaranteed delivery procedures set forth in this prospectus under “The Exchange Offer—Guaranteed Delivery Procedures.”

Effect on holders of old notes As a result of the making of, and upon acceptance for exchange of all validly tendered old notes pursuant to the terms of, the exchange offer, we will have fulfilled a covenant contained in the registration rights agreement and, accordingly, we will not be obligated to pay additional interest as described in the registration rights agreement. If you are a holder of old notes and do not tender your old notes in the exchange offer, you will continue to hold such old notes and you will be entitled to all the rights and limitations applicable to the old notes in the indenture, except for any rights under the registration rights agreement that by their terms terminate upon the consummation of the exchange offer.

Consequences of failure to exchange All untendered old notes will continue to be subject to the restrictions on transfer provided for in the old notes and in the indenture. In general, the old notes may not be offered or sold unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with the exchange offer, we do not currently anticipate that we will register the old notes under the Securities Act.

Material tax consequences The exchange of old notes for exchange notes in the exchange offer will not be a taxable event for U.S. federal income tax purposes. For more information, see “Material U.S. Federal Income Tax Consequences.” For information on Dutch income tax consequences, see “Dutch Taxation.”

Use of Proceeds We will not receive any cash proceeds from the issuance of the exchange notes in the exchange offer.

Registration rights agreement We entered into a registration rights agreement with the initial purchasers of the old notes on August 9, 2006. The registration rights agreement requires us to file this exchange offer registration statement and contains customary provisions with respect to registration procedures, indemnity and contribution rights, In addition, the registration rights agreement provides that if we do not consummate the exchange offer prior to August 19, 2007, we are

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required to pay additional interest at an initial rate of 0.25% per annum. The additional interest will increase by an additional 0.25% per annum with respect to each 90-day period until the exchange offer is consummated, up to a maximum of 1.00% per annum.

Exchange agent                                                               is the exchange agent for the exchange offer. The address and telephone number of the exchange agent are set forth in the section captioned “The Exchange Offer—Exchange Agent.”

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Summary of the Terms of the Exchange Notes

The following summary highlights all material information contained elsewhere in this prospectus but does not contain all the information that you should consider before participating in the exchange offer. We urge you to read this entire prospectus, including the “Risk Factors” section and the consolidated financial statements and related notes.

Issuer The Nielsen Company B.V.

Exchange Notes Offered €343,000,000 aggregate principal amount at maturity of 11 ¹/8% Senior Discount Notes due 2016.

Maturity Date The exchange notes will mature on August 1, 2016.

Interest No cash interest will accrue on the exchange notes prior to August 1, 2011. Thereafter, cash interest will accrue on the exchange notes and will be payable semiannually on February 1 and August 1 of each year, commencing February 1, 2012, at the rate of 11 ¹/8% per annum. As of February 1, 2007, the old notes had an accreted value of €615.74 per €1,000 principal amount at maturity. The accreted value of each exchange note increases from the date of issuance until August 1, 2011, at a rate of 11 ¹/8% per annum compounded semiannually, reflecting the accrual of non cash interest, such that the accreted value will equal the principal amount at maturity on such date. See “Description of the Notes—Principal, Maturity and Interest.”

Original Issue Discount The old notes were issued with original issue discount for U.S. federal income tax purposes. Thus, although cash interest will not be payable on the exchange notes prior to February 1, 2012, original issue discount will accrue from the issue date of the notes based on the yield to maturity of the exchange notes and will generally be included as interest income (including for periods ending prior to August 1, 2011) for U.S. federal income tax purposes in advance of receipt of the cash payments to which the income is attributable. See “Material U.S. Federal Income Tax Consequences.”

Ranking The exchange notes, like the old notes, will be our senior unsecured obligations. The exchange notes, like the old notes, will:

• rank senior in right of payment to our future debt and other obligations that are, by their terms, expressly subordinated in right of payment to the notes, including Nielsen’s guarantee of the Senior Subordinated Discount Notes;

• rank equally in right of payment to all of our existing and future senior debt and other obligations that are not, by their terms, expressly subordinated in right of payment to the exchange notes, including Nielsen’s guarantee of the Senior Notes; and

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• be effectively subordinated in right of payment to all of our existing and future secured debt (including obligations under our new senior secured credit facilities), to the extent of the value of the assets securing such debt, and be structurally subordinated to all existing and future obligations of each of our subsidiaries.

See “Description of the Notes—Ranking” and “Use of Proceeds.”

Guarantees None.

Optional Redemption Prior to August 1, 2011, we will have the option to redeem some or all of the exchange notes for cash at a redemption price equal to 100% of their accreted value plus an applicable make whole premium (as described in “Description of the Notes—Optional Redemption”) plus accrued and unpaid interest to the redemption date. Beginning on August 1, 2011, we may redeem some or all of the exchange notes at the redemption prices listed under “Description of the Notes—Optional Redemption” plus accrued interest on the exchange notes to the date of redemption.

Change of Control None.

Certain Covenants The indenture governing the notes contains covenants limiting our ability create liens on certain assets to secure certain debt.

No Prior Market The exchange notes will be new securities for which there is currently no market. Although the initial purchasers of the old notes have informed us that they intend to make a market in the exchange notes, they are not obligated to do so and they may discontinue market making activities at any time without notice. Accordingly, we cannot assure you that a liquid market for the exchange notes will develop or be maintained.

Listing We intend to apply to list the exchange notes on the Luxembourg Stock Exchange’s Euro MTF market.

Risk Factors Investing in the exchange notes involves substantial risks. See “Risk Factors” for a description of some of the risks you should consider before investing in the exchange notes.

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Summary Historical and Pro Forma Financial Information

Set forth below is summary historical consolidated financial data and summary unaudited pro forma consolidated financial data of our business, at the dates and for the periods indicated. The predecessor historical information for the fiscal years ended December 31, 2004 and 2005 have been derived from Nielsen’s historical consolidated financial statements included elsewhere in this prospectus. The predecessor historical information for the period January 1, 2006 to May 23, 2006 and the successor historical information as of December 31, 2006 and for the period from May 24, 2006 to December 31, 2006 have been derived from Nielsen’s historical consolidated financial statements included elsewhere in this prospectus. The audited financial statements from which the summary historical and pro forma financial information set forth below has been derived were prepared in accordance with U.S. GAAP. In making your investment decision, you should rely solely on the financial information contained in this prospectus.

The summary unaudited pro forma consolidated statement of operations for the fiscal year ended December 31, 2006 was prepared to give effect to the Transactions as if they had occurred on January 1, 2006. The pro forma adjustments are based upon available information and certain assumptions that are factually supportable and that we believe are reasonable. The summary unaudited pro forma consolidated financial data are for informational purposes only and do not purport to represent what our actual consolidated results of operations actually would have been if the Transactions had occurred at any given date, nor are they necessarily indicative of future consolidated results of operations.

The summary historical and unaudited pro forma consolidated financial data should be read in conjunction with “Unaudited Pro Forma Consolidated Financial Information,” “Selected Historical Consolidated Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited consolidated financial statements and related notes appearing elsewhere in this prospectus.

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	Pro forma Year Ended December 31, 2006			May 24, through December 31, 2006			January 1, through May 23, 2006			Year Ended December 31,
										2005		2004		2003
				(Successor)			(Predecessor)			(Predecessor)		(Predecessor)		(Predecessor)
	(Amounts in millions)
	unaudited													unaudited
Statement of Income Data:
Revenues	$	4,174		$	2,548		$	1,626		$	4,059	$	3,814	$	3,429
(Loss)/income from continuing operations (1)		(377	)		(279	)		(14	)		172		278		335
(1)    The unaudited pro forma loss for the full year ended December 31, 2006 was mainly due to $654 million in interest expense, a $90 million deferred revenue purchase price adjustment, restructuring charges of $75 million and $74 million from foreign currency exchange loss.
				December 31, 2006						December 31,
										2005		2004		2003
				(Successor)						(Predecessor)		(Predecessor)		(Predecessor)
							(Amounts in millions)
														unaudited
Balance Sheet Data: (1)
Total assets				$	16,099					$	10,663	$	13,801	$	13,577
Long-term debt excluding capital leases					7,674						2,482		4,531		4,905
Capital leases					145						155		163		156

(1) A pro forma balance sheet has not been presented due to the fact that the Transactions are reflected in our Successor December 31, 2006 balance sheet.

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RISK FACTORS

You should carefully consider the risk factors set forth below as well as the other information contained in this prospectus before participating in the exchange offer. The risks described below are not the only risks facing us. Additional risks and uncertainties not currently known to us or those we currently view to be immaterial may also materially and adversely affect our business, financial condition or results of operations. Any of the following risks could materially and adversely affect our business, financial condition or results of operations. In such a case, you may lose all or a part of your original investment.

Risks Related to an Investment in the Notes

Our substantial indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations under these notes.

We have now and, after the exchange offer will continue to have a significant amount of indebtedness. On December 31, 2006, we had total indebtedness of $7,973 million, of which $1,465 million consisted of the Senior Notes and Senior Subordinated Discount Notes issued by Nielsen Finance LLC and Nielsen Finance Co., $277 million consisted of the Senior Discount Notes, and the balance consisted of $5,220 million under the new senior secured credit facilities, $706 million of existing indebtedness of Nielsen and $305 million of existing capital lease obligations and other subsidiary indebtedness.

Our substantial indebtedness could have important consequences to you. For example, it could:

• make it more difficult for us to satisfy our obligations with respect to the notes;

• increase our vulnerability to general adverse economic and industry conditions;

• require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, product development efforts and other general corporate purposes;

• limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

• expose us to the risk of increased interest rates as certain of our borrowings, including borrowings under our new senior secured credit facilities and Nielsen’s existing floating rate notes will be at variable rates of interest;

• restrict us from making strategic acquisitions or causing us to make non-strategic divestitures;

• limit our ability to obtain additional financing for working capital, capital expenditures, product development, debt service requirements, acquisitions and general corporate or other purposes;

• limit our ability to adjust to changing market conditions; and

• place us at a competitive disadvantage compared to our competitors that have less debt.

In addition, the indentures governing the Senior Notes and the Senior Subordinated Discount Notes contain, and our new senior secured credit facilities contain financial and other restrictive covenants that will limit the ability of our operating subsidiaries to engage in activities that may be in our best interests long-term. The failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all of our debt.

Despite current indebtedness levels, we and our subsidiaries may still be able to incur substantially more debt. This could further exacerbate the risks associated with our substantial leverage.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future. The terms of the indenture do not prohibit us or our subsidiaries from doing so and the terms of the indentures governing the

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Senior Notes and the Senior Subordinated Discount Notes do not fully prohibit our subsidiaries from doing so. The revolving credit facility under our new senior secured credit facilities would permit additional borrowing of up to $688 million after completion of this exchange offer, and all of those borrowings would rank senior to the notes and the subsidiary guarantees. If new debt is added to our and our subsidiaries’ current debt levels, the related risks that we and they now face could intensify. See “Description of Other Indebtedness—New Senior Secured Credit Facilities.”

To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.

Our ability to make payments on and to refinance our indebtedness, including the notes, and to fund planned capital expenditures and product development efforts will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

We cannot assure you that our business will generate sufficient cash flow from operations, that currently anticipated cost savings and operating improvements will be realized on schedule or that future borrowings will be available to us under our new senior secured credit facilities in an amount sufficient to enable us to pay our indebtedness, including the notes, or to fund our other liquidity needs. At December 31, 2006, we had $5,353 million nominal amount of debt under the new senior secured credit facilities (which bears interest at floating rates) and Nielsen’s existing floating rate notes. A one percent increase in this floating rate indebtedness would increase annual interest expense by approximately $54 million. Given our increased exposure to volatility in floating rates after the Transactions, we evaluated hedging opportunities and entered into hedging transactions in November, 2006, January, 2007 and February, 2007. Our cash interest expense on issued debt for fiscal 2007 is expected to be $488 million. After giving effect to these interest rate swap agreements, a one percentage point increase in interest rates would increase annual interest expense by $22 million. We may need to refinance all or a portion of our indebtedness, including these notes, on or before maturity. We cannot assure you that we will be able to refinance any of our indebtedness, including our new senior secured credit facilities and the notes, on commercially reasonable terms or at all.

You will be required to pay U.S. federal income tax on accrual of original issue discount on the notes even if Nielsen does not pay cash interest.

The notes were issued at a substantial discount to their principal amount at maturity. There will be no periodic payments of cash interest on the notes prior to August 1, 2011. However, for U.S. federal income tax purposes, original issue discount will accrue from the issue date of the notes through the date that the notes are repaid. Consequently, you will be required to include amounts in your gross income for U.S. federal income tax purposes in advance of your receipt of the cash payments to which the income is attributable. See “Description of the Notes—Principal, Maturity and Interest” and “Material U.S. Federal Income Tax Consequences.”

Your right to receive payments on the notes is effectively subordinated to those lenders who have a security interest in our assets.

Our obligations under the notes are unsecured, but our obligations under our new senior secured credit facilities and each guarantor’s obligations under their guarantees of the new senior secured credit facilities are secured by a security interest in substantially all of our domestic tangible and intangible assets, including the stock of most of our wholly owned U.S. subsidiaries, and the assets and a portion of the stock of certain of our non-U.S. subsidiaries. If we are declared bankrupt or insolvent, or if we default under our new senior secured credit facilities, the lenders could declare all of the funds borrowed thereunder, together with accrued interest, immediately due and payable. If we were unable to repay such indebtedness, the lenders could foreclose on the pledged assets to the exclusion of holders of the notes, even if an event of default exists under the indenture governing the notes at such time.

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Furthermore, if the lenders foreclose and sell the pledged equity interests in any subsidiary guarantor as the notes will not be secured by any of our assets, it is possible that there would be no assets remaining from which your claims could be satisfied or, if any assets remained, they might be insufficient to satisfy your claims fully. See “Description of Other Indebtedness.”

As of December 31, 2006, the aggregate amount of our secured indebtedness and the secured indebtedness of our subsidiaries was approximately $5,499 million, and approximately $688 million was available for additional borrowing under the new senior secured revolving credit facility. The indenture governing the notes permits us and our restricted subsidiaries to incur substantial additional indebtedness in the future, including senior secured indebtedness. See “Description of Other Indebtedness—New Senior Secured Credit Facilities.”

Nielsen is a holding company, with no revenue generating operations of its own, Nielsen depends on the performance of its subsidiaries and their ability to make distributions to it.

Nielsen is a holding company and does not have any material assets or operations other than ownership of the capital stock of VNU Intermediate Holding B.V. All of Nielsen’s operations are conducted through its subsidiaries and therefore Nielsen will be dependent upon the cash flow of its subsidiaries to meet its obligations, including its obligations on the notes. The new senior secured credit facility and the indentures governing the Senior Notes and the Senior Subordinated Discount Notes restrict the ability of Nielsen’s subsidiaries to pay dividends or make other distributions to Nielsen. In addition, certain laws restrict the ability of Nielsen’s subsidiaries to pay dividends and make loans and advances to Nielsen. Nielsen also only has a shareholder’s claim on the assets of its subsidiaries. This shareholder’s claim is junior to the claims that creditors and any holders of preferred stock of the subsidiaries have against those subsidiaries.

Your right to receive payments on these notes could be adversely affected if any of our subsidiaries declare bankruptcy, liquidate, or reorganize.

In the event of a bankruptcy, liquidation or reorganization of any of our subsidiaries, holders of their indebtedness and their trade creditors will generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to us.

Federal and state statutes allow courts, under specific circumstances, to void notes and require note holders to return payments received.

If we become a debtor in a case under the U.S. Bankruptcy Code or encounter other financial difficulty, under federal or state fraudulent transfer law a court may void or otherwise decline to enforce the notes or the guarantees. A court might do so if it found that when we issued the notes, or in some states when payments became due under the notes, the right to payment under the notes could be subordinated to all of our other debts if, among other things, we received less than reasonably equivalent value or fair consideration and either:

• was insolvent or rendered insolvent by reason of such incurrence; or

• was left with inadequate capital to conduct its business; or

• believed or reasonably should have believed that it would incur debts beyond its ability to pay.

The court might also void an issuance of notes, without regard to the above factors, if the court found that we issued the notes with actual intent to hinder, delay or defraud its creditors.

A court would likely find that we did not receive reasonably equivalent value or fair consideration for the notes, if we did not substantially benefit directly or indirectly from the issuance of the notes. If a court were to void the issuance of the notes you would no longer have any claim against us. Sufficient funds to repay the notes may not be available from other sources, including the remaining obligors, if any. In addition, the court might direct you to repay any amounts that you already received from us.

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The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, we would be considered insolvent if:

• the sum of our debts, including contingent liabilities, was greater than the fair saleable value of all of our assets; or

• if the present fair saleable value of our assets was less than the amount that would be required to pay our probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

• we could not pay our debts as they become due.

On the basis of historical financial information, recent operating history and other factors, we believe that following the issuance of these notes we will not be insolvent, will not have unreasonably small capital for the business in which we are engaged and will not have incurred debts beyond our ability to pay such debts as they mature. We cannot assure you, however, as to what standard a court would apply in making these determinations or that a court would agree with our conclusions in this regard.

If a bankruptcy petition were filed by or against us, holders of Senior Discount Notes may receive a lesser amount for their claim than they would have been entitled to receive under the Indenture governing the Senior Discount Notes.

If a bankruptcy petition were filed by or against us under the U.S. Bankruptcy Code after the issuance of the Senior Discount Notes, the claim by any holder of the Senior Discount Notes for the principal amount of the Senior Discount Notes may be limited to an amount equal to the sum of:

• the original issue price for the Senior Discount Notes; and

• that portion of the original issue discount that does not constitute “unmatured interest” for purposes of the U.S. Bankruptcy Code.

Any original issue discount that was not amortized as of the date of the bankruptcy filing would constitute unmatured interest. Accordingly, holders of the Senior Discount Notes under these circumstances may receive a lesser amount than they would be entitled to under the terms of the Indenture governing the Senior Discount Notes, even if sufficient funds are available.

Dutch insolvency laws to which we are subject may not be as favorable to you as U.S. or other insolvency laws.

Nielsen is incorporated under the laws of the Netherlands and has its registered offices in the Netherlands. Therefore and subject to applicable EU insolvency regulations, any insolvency proceedings in relation to Nielsen would likely be based on Dutch insolvency law. Dutch insolvency proceedings differ significantly from insolvency proceedings in the U.S. and may make it more difficult for holders of notes to recover the amount they would normally expect to recover in a liquidation or bankruptcy proceeding in the U.S.

Judgments obtained in the U.S. may not be enforceable in the Netherlands against Nielsen.

The U.S. and the Netherlands do not currently have a treaty providing for the recognition and enforcement of judgments (other than arbitration awards) in civil and commercial matters. Therefore, any final judgment for the payment of money rendered by any federal or state court in the U.S. based on civil liability, whether or not predicated solely upon U.S. federal securities laws, would not be automatically enforceable in the Netherlands and new proceedings on the merits would have to be initiated before a Dutch court. However, if the party in whose favor such final judgment is rendered brings a new suit in a competent court in the Netherlands such a party may submit to a Dutch court the final judgment that has been rendered in the U.S. and such court will have the discretion to attach such weight to that judgment as it deems appropriate. To the extent that a Dutch court

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finds that the judgment rendered by a federal or state court in the U.S. (a) has not been rendered in violation of elementary principles of fair trial, and (b) does not contravene public policy of the Netherlands, the Dutch court will, under current practice, in principle, give binding effect to such judgment.

You may face foreign exchange risks by investing in the notes.

The notes will be denominated and payable in Euros. If you are a U.S. investor, an investment in the notes will entail foreign exchange related risks due to, among other factors, possible significant changes in the value of the euro relative to the U.S. Dollar because of economic, political and other factors over which we have no control. Depreciation of the Euro against the U.S. Dollar could cause a decrease in the effective yield of the notes below their stated coupon rates and could result in a loss to you on a U.S. Dollar basis.

If you do not properly tender your old notes, you will continue to hold unregistered old notes and be subject to the same limitations on your ability to transfer old notes.

We will only issue exchange notes in exchange for old notes that are timely received by the exchange agent together with all required documents, including a properly completed and signed letter of transmittal. Therefore, you should allow sufficient time to ensure timely delivery of the old notes and you should carefully follow the instructions on how to tender your old notes. Neither we nor the exchange agent are required to tell you of any defects or irregularities with respect to your tender of the old notes. If you are eligible to participate in the exchange offer and do not tender your old notes or if we do not accept your old notes because you did not tender your old notes properly, then, after we consummate the exchange offer, you will continue to hold old notes that are subject to the existing transfer restrictions and will no longer have any registration rights or be entitled to any additional interest with respect to the old notes. In addition:

• if you tender your old notes for the purpose of participating in a distribution of the exchange notes, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes; and

• if you are a broker-dealer that receives exchange notes for your own account in exchange for old notes that you acquired as a result of market-making activities or any other trading activities, you will be required to acknowledge that you will deliver a prospectus in connection with any resale of those exchange notes.

We have agreed that, for a period of 180 days after the exchange offer is consummated, we will make this prospectus available to any broker-dealer for use in connection with any resales of the exchange notes.

After the exchange offer is consummated, if you continue to hold any old notes, you may have difficulty selling them because there will be fewer old notes outstanding.

An active trading market may not develop for the exchange notes, in which case the trading market liquidity and the market price quoted for the exchange notes could be adversely affected.

The exchange notes are a new issue of securities with no established trading market. The liquidity of the trading market in the exchange notes, and the market price quoted for the exchange notes, may be adversely affected by changes in the overall market for high yield securities and by changes in our financial performance or prospects or in the prospects for companies in our industry generally. As a result, you cannot be sure that an active trading market will develop for the exchange notes. In addition, if a large amount of old notes are not tendered or are tendered improperly, the limited amount of exchange notes that would be issued and outstanding after we consummate the exchange offer would reduce liquidity and could lower the market price of those exchange notes.

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Risks Related to Our Business

Our restructuring and integration of our business may not benefit the combined business and may lead to higher operating costs. In addition, we may not realize the anticipated cost savings related to this transformation initiative pursuant to the anticipated timetable or at all. We also cannot assure you that we will not exceed one time restructuring costs associated with implementing the anticipated cost savings.

On December 18, 2006, we announced a corporate strategy and related restructuring to phase out over time our Marketing Information and Media Measurement and Information group structures and integrate Nielsen with consolidated global business services and functions. The restructuring calls for the combination of product innovation, research and development and marketing into a single organization to identify new product opportunities and accelerate their development and commercialization. We will also transition to a unified global client service organization to simplify client interactions and more easily access internal expertise to offer integrated solutions. In addition, we intend to centralize operational and information technology functions into a new global business services organization. The restructuring and integration of our business may not be successful or benefit the combined business through cost savings or revenue enhancements and may lead to higher operating costs. Successful restructuring and integration of our business will depend upon our management’s ability to manage the integrated operations effectively and to benefit from cost savings and operating efficiencies through, for example, the reduction of overhead and costs. Furthermore, if the reorganization and integration effort is not successful, our ability to operate as we have operated before may be negatively affected.

Other risks that may result from the restructuring and integration include:

• the difficulty of integrating the operations and personnel of our Marketing Information and Media Measurement and Information group structures;

• the potential disruption of both groups’ business;

• the diversion of management’s attention and other resources;

• the process of integrating may be more complex and require a longer than anticipated time frame to achieve a successful integration; and

• the possible inability of the groups to maintain uniform standards, controls, procedures and policies.

In addition, we estimate that this initiative will require us to incur approximately an additional $175 million in restructuring costs and capital investment over the next three years. Our ability to successfully realize cost savings and the timing of any realization may be affected by a variety of factors including, without limitation, our ability to reduce our purchasing expenditures, consolidate our information technology infrastructure, extend our outsourcing programs and reduce other general and administrative expenses. The restructuring costs associated with implementing our transformation initiative may exceed the anticipated implementation costs. We may not achieve the anticipated cost savings and we may not achieve the cost savings and integration within the time we currently expect.

We may be unable to adapt to significant technological change which could adversely affect our business.

We operate in businesses that require sophisticated data collection and processing systems and software and other technology. Some of the technologies supporting the industries we serve are changing rapidly. If we are unable to successfully adapt to changing technologies, either through the development and marketing of new products and services or through enhancements to our existing products and services to meet customer demand, our business, financial position and results of operations would be adversely affected. There can be no guarantee that we will be able to develop new techniques for data collection, processing and delivery or that we will be able to do so as quickly or as cost-effectively as our competition.

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Moreover, the introduction of new products and services embodying new technologies and the emergence of new industry standards could render existing products and services obsolete. Our continued success will depend on our ability to adapt to changing technologies, manage and process ever-increasing amounts of data and information and improve the performance, features and reliability of our existing products and services in response to changing client and industry demands. We may experience difficulties that could delay or prevent the successful design, development, testing, introduction or marketing of our products and services. New products and services, or enhancements to existing products and services, may not adequately meet the requirements of current and prospective clients or achieve any degree of significant market acceptance.

The increased use of radio frequency identification (“RFID”) technology may make it more difficult for our household panelists to transmit purchase data to us and may increase our costs of processing retail data, as our data processing systems are not configured to process RFID codes or handle the volume of data RFID codes would generate.

Traditional methods of television viewing are changing as a result of fragmentation of channels and digital and other new television technologies, such as video-on-demand, digital video recorders and Internet viewing. This may have an adverse effect on the rates that our customers are willing to pay for network television commercials and consequently on the amounts they are willing to pay for our services. If we are unable to successfully adapt our media measurement systems to new viewing habits, our business, financial position and results of operations could be adversely affected.

There is a general industry trend toward online adoption of traditional print media in the business-to-business information field. Many of the publications produced by our Nielsen Business Media segment are print publications. If we are unable to successfully adapt our Business Information products to an online media format, our business, financial position and results of operations could be adversely affected.

Consolidation in the consumer packaged goods, media, entertainment and technology industries could put pressure on the pricing of our information products and services, thereby leading to decreased earnings.

Consolidation in the consumer packaged goods, media, entertainment and technology industries could reduce aggregate demand for our products and services in the future and could limit the amounts we earn for our products and services. When companies merge, the products and services they previously purchased separately are often purchased by the combined entity in the aggregate in a lesser quantity than before, leading to volume compression and loss of revenue. While we attempt to mitigate the revenue impact of any consolidation by expanding our range of products and services, there can be no assurance as to the degree to which we will be able to do so as industry consolidation continues, which could adversely affect our business, financial position and operating results.

Client procurement strategies could put additional pressure on the pricing of our information products and services, thereby leading to decreased earnings.

Certain of our clients may continue to seek further price concessions from us. This puts pressure on the pricing of our information products and services, which could limit the amounts we earn. While we attempt to mitigate the revenue impact of any pricing pressure through effective negotiations and by providing services to individual businesses within particular groups, there can be no assurance as to the degree to which we will be able to do so, which could adversely affect our business, financial position and operating results.

An economic downturn generally, and in the consumer packaged goods, media, entertainment or technology industries in particular, could adversely impact our revenue.

We expect that revenues generated from our marketing information and television audience measurement services and related software and consulting services will continue to represent a substantial portion of our

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overall revenue for the foreseeable future. To the extent the businesses we service, especially our clients in the consumer packaged goods, media, entertainment and technology industries, are subject to the financial pressures of, for example, increased costs or reduced demand for their products, the demand for our services, or the prices our clients are willing to pay for those services, may decline.

Clients of our Media Measurement & Information segment derive a significant amount of their revenue from the sale or purchase of advertising. During challenging economic times, advertisers may reduce advertising expenditures and advertising agencies and other media may be less likely to purchase our media information services.

Our Nielsen Business Media segment derives a significant amount of its revenues from the sale of business-to-business publications and reductions by our clients in the number of their subscriptions to our publications may adversely affect the revenue of our trade publications.

The success of our business depends on our ability to recruit sample participants to participate in our research samples.

Our business uses scanners and diaries to gather consumer data from sample households as well as Set Meters, People Meters, Active/Passive Meters and diaries to gather television audience measurement data from sample households. It is increasingly difficult and costly to obtain consent from households to participate in the surveys. In addition, it is increasingly difficult and costly to ensure that the selected sample of households mirrors the behaviors and characteristics of the entire population and covers all of the demographic segments our clients request. Additionally, as consumers adopt modes of telecommunication other than traditional telephone service, such as mobile, cable and Internet calling, it may become more difficult for our businesses to reach and recruit participants for consumer purchasing and audience measurement services. If we are unsuccessful in our efforts to recruit appropriate participants and maintain adequate participation levels, our clients may lose confidence in our ratings services and we could lose the support of the relevant industry groups. If this were to happen, our consumer purchasing and audience measurement businesses may be materially and adversely affected.

Data protection laws may restrict our activities and increase our costs.

Data protection laws affect our collection, use, storage and transfer of personally identifiable information both abroad and in the U.S. Compliance with these laws may require investment or may dictate that we not offer certain types of products and services. Failure to comply with these laws may result in, among other things, civil and criminal liability, negative publicity, data being blocked from use and liability under contractual warranties. In addition, there is an increasing public concern regarding data protection issues, and the number of jurisdictions with data protection laws has been slowly increasing. There is also the possibility that the scope of existing privacy laws may be expanded. For example, several countries including the U.S. have regulations that restrict telemarketing to individuals who request to be included on a do-not-call list. Typically, these regulations target sales activity and do not apply to market research. If the laws were extended to include market research, our ability to recruit research participants could be adversely affected. There can be no assurance that these initiatives or future initiatives would not adversely affect our ability to generate or assemble data or to develop or market current or future products or services.

Our success will depend on our ability to protect our intellectual property rights.

The success of our business will depend, in part, on:

• obtaining patent protection for our technology, products and services;

• defending our patents, copyrights, trademarks, service marks and other intellectual property;

• preserving our trade secrets and maintaining the security of our know-how and data; and

• operating without infringing upon patents and proprietary rights held by third parties.

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We rely on a combination of contractual provisions, confidentiality procedures and patent, copyright, trademark, service mark and trade secret laws to protect the proprietary aspects of our brands, technology, data and estimates. These legal measures afford only limited protection, and competitors may gain access to our intellectual property and proprietary information. The patents we own could be challenged, invalidated or circumvented by others and may not be of sufficient scope or strength to provide us with any meaningful protection or commercial advantage. Our trade secrets, data and know how could be subject to unauthorized use, misappropriation, or disclosure, despite having required our employees, consultants, customers, and collaborators to enter into confidentiality agreements. Our trademarks could be challenged, forcing us to rebrand our products or services, resulting in loss of brand recognition and requiring us to devote resources to advertising and marketing new brands. Furthermore, litigation may be necessary to enforce our intellectual property rights, to protect our trade secrets and to determine the validity and scope of our proprietary rights.

There can be no assurance that the intellectual property laws and other statutory and contractual arrangements we currently depend upon will provide sufficient protection in the future to prevent the infringement, use or misappropriation of our trademarks, patents, data, technology and other products and services. In addition, the growing need for global data, along with increased competition and technological advances, puts increasing pressure on us to share our intellectual property for client applications. Any future litigation, regardless of outcome, could result in substantial expense and diversion of resources with no assurance of success and could adversely affect our business, results of operation and financial condition.

If third parties claim that we infringe upon their intellectual property rights, our operating profits could be adversely affected.

We face the risk of claims that we have infringed third parties’ intellectual property rights. Any claims of intellectual property infringement, even those without merit, could:

• be expensive and time consuming to defend;

• cause us to cease providing our products and services that incorporate the challenged intellectual property;

• require us to redesign or rebrand our products or services; if feasible;

• divert management’s attention and resources; or

• require us to enter into royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property.

Any royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all. A successful claim of infringement against us could result in our being required to pay significant damages, enter into costly license or royalty agreements, or stop the sale of certain products or services, any of which could have a negative impact on our operating profits and harm our future prospects and financial condition.

We may be unable to currently deduct original issue discount for U.S. federal income tax purposes with respect to our Senior Subordinated Discount Notes.

In the event the Senior Subordinated Discount Notes are considered to be applicable high yield discount obligations for U.S. federal income tax purposes, we will not be permitted to deduct for U.S. federal income tax purposes OID accrued on the Senior Subordinated Discount Notes until such time as we actually pay such OID in cash or in property other than our stock or our debt (or stock or debt of a person related to us). Moreover, if the amount of the OID exceeds a certain threshold amount, such amount will not be deductible at any time by us for U.S. federal income tax purposes (regardless of whether we actually pay such amount in cash or other property). In the event we are unable to deduct OID for U.S. federal income tax purposes this may have a material adverse effect on our business, financial condition or results of operations.

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We generate revenues throughout the world which are subject to exchange rate fluctuations and our revenue and net income may suffer due to currency translations.

Our U.S. operations earn revenue and incur expenses primarily in dollars, while our European operations earn revenue and incur expenses primarily in Euros. Outside the U.S. and the European Union, we generate revenue and expenses predominantly in local currencies. Because of fluctuations (including possible devaluations) in currency exchange rates or the imposition of limitations on conversion of foreign currencies into U.S. Dollars, we are subject to currency translation exposure on the profits of our operations, in addition to economic exposure. This risk could have a material adverse effect on our business, results of operations and financial condition.

Our international operations are exposed to risks which could impede growth in the future.

We continue to explore opportunities in major international markets around the world. Our recent progress in rapidly developing markets such as China, Russia, India and Brazil illustrates our success with this strategy. We believe there is demand internationally for quality consumer packaged goods retail information from global retailers and audience information from global advertisers. However, international business is exposed to various additional risks, which could adversely affect our business, including:

• costs of customizing services for clients outside of the U.S.;

• reduced protection for intellectual property rights in some countries;

• the burdens of complying with a wide variety of foreign laws;

• difficulties in managing international operations;

• longer sales and payment cycles;

• exposure to foreign currency exchange rate fluctuation;

• exposure to local economic conditions; and

• exposure to local political conditions, including the risks of an outbreak of war, the escalation of hostilities, acts of terrorism and seizure of assets by a foreign government.

In countries where there has not been a historical practice of using consumer packaged goods retail information or audience measurement information in the buying and selling of advertising time, it may be difficult for us to maintain subscribers.

Criticism of our audience measurement service by various industry groups and market segments could adversely affect our business.

Due to the high-profile nature of our services in the media, Internet and entertainment information industries, we could become the target of criticism by various industry groups and market segments. We strive to be fair, transparent and impartial in the production of audience measurement services and the quality of our U.S. ratings services are voluntarily reviewed and accredited by the Media Rating Council, a voluntary trade organization, whose members include many of our key client constituencies. However, criticism of our business by special interests, and by clients with competing and often conflicting demands on the measurement service, could result in government regulation. While we believe that government regulation is unnecessary, no assurance can be given that legislation will not be enacted in the future that would subject our business to regulation, which could adversely affect our business.

A relatively small number of clients contribute a significant percentage of our total revenues.

A relatively small number of clients contribute a significant percentage of our total revenues. In 2006, our top ten customers accounted for approximately 19% of our total pro forma revenues. We cannot assure you that any of our clients will continue to use our services to the same extent, or at all, in the future. A loss of one or more of our largest clients, if not replaced by a new client or an increase in business from existing clients, would adversely affect our prospects, business, financial condition and results of operations.

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We rely on third parties to provide certain data and services in connection with the provision of our current services.

We rely on third parties to provide certain data and services for use in connection with the provision of our current services. These suppliers of data may increase restrictions on our use of such data, fail to adhere to our quality control standards, increase the price they charge us for this data or refuse altogether to license the data to us. In addition, we may need to enter into agreements with third parties to assist with the marketing, technical and financial aspects of expanding our services for other types of media. In the event we are unable to use such third party data and services or if we are unable to enter into agreements with third parties, when necessary, our business and/or our potential growth could be adversely affected. In the event that such data and services are unavailable for our use or the cost of acquiring such data and services increases, our business could be adversely affected.

Long term disruptions in the mail, telecommunication infrastructure and/or air service could adversely affect our business.

Our business is dependent on the use of the mail, telecommunication infrastructure and air service. Long term disruptions in one or more of these services, which could be caused by events such as natural disasters, the outbreak of war, the escalation of hostilities, and/or acts of terrorism could adversely affect our business, financial position and operating results.

Hardware and software failures, delays in the operation of our computer and communications systems or the failure to implement system enhancements may harm our business.

Our success depends on the efficient and uninterrupted operation of our computer and communications systems. A failure of our network or data gathering procedures could impede the processing of data, delivery of databases and services, client orders and day-to-day management of our business and could result in the corruption or loss of data. While many of our businesses have appropriate disaster recovery plans in place, we currently do not have full backup facilities everywhere in the world to provide redundant network capacity in the event of a system failure. Despite any precautions we may take, damage from fire, floods, hurricanes, power loss, telecommunications failures, computer viruses, break-ins and similar events at our various computer facilities could result in interruptions in the flow of data to our servers and from our servers to our clients. In addition, any failure by our computer environment to provide our required data communications capacity could result in interruptions in our service. In the event of a delay in the delivery of data, we could be required to transfer our data collection operations to an alternative provider of server hosting services. Such a transfer could result in significant delays in our ability to deliver our products and services to our clients. Additionally, significant delays in the planned delivery of system enhancements and improvements, or inadequate performance of the systems once they are completed, could damage our reputation and harm our business. Finally, long-term disruptions in infrastructure caused by events such as natural disasters, the outbreak of war, the escalation of hostilities, and acts of terrorism (particularly involving cities in which we have offices) could adversely affect our businesses. Although we carry property and business interruption insurance, our coverage may not be adequate to compensate us for all losses that may occur.

Our services involve the storage and transmission of proprietary information. If our security measures are breached and unauthorized access is obtained, our services may be perceived as not being secure and panelists and survey respondents may hold us liable for disclosure of personal data, and customers and venture partners may hold us liable or reduce their use of our services.

We store and transmit large volumes of proprietary information and data that contains personally identifiable information about individuals. Security breaches could expose us to a risk of loss of this information, litigation and possible liability and our reputation could be damaged. For example, hackers or individuals who attempt to breach our network security could, if successful, misappropriate proprietary information or cause interruptions in our services. If we experience any breaches of our network security or sabotage, we might be required to expend significant capital and resources to protect against or to alleviate problems. We may not be

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able to remedy any problems caused by hackers or saboteurs in a timely manner, or at all. Techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until launched against a target, therefore we may be unable to anticipate these techniques or to implement adequate preventative measures. If an actual or perceived breach of our security occurs, the perception of the effectiveness of our security measures could be harmed and we could lose current and potential customers.

If we are unable to attract, retain and motivate employees, we may not be able to compete effectively and will not be able to expand our business.

Our success and ability to grow are dependent, in part, on our ability to hire, retain and motivate sufficient numbers of talented people, with the increasingly diverse skills needed to serve clients and expand our business, in many locations around the world. Competition for highly qualified, specialized technical and managerial, and particularly consulting personnel, is intense. Recruiting, training and retention costs and benefits place significant demands on our resources. The inability to attract qualified employees in sufficient numbers to meet particular demands or the loss of a significant number of our employees could have an adverse effect on us, including our ability to obtain and successfully complete important client engagements and thus maintain or increase our revenues.

Our internal controls over financial reporting may not be effective and our independent auditors may not be able to certify as to their effectiveness, which could have a significant and adverse effect on our business and reputation.

Section 404 of the Sarbanes Oxley Act of 2002 and rules and regulations of the SEC thereunder require that companies who are required to file reports under section 13(a) or 15(d) of the Securities Exchange Act 1934 evaluate their internal controls over financial reporting in order to allow management to report on, and their independent auditors to attest to, their internal controls over financial reporting. We are not currently required to comply with Section 404. Following the filing and effective date of the registration statement which this prospectus is a part of, we will become subject to Section 404 as of December 31, 2008, and we may identify conditions that may be categorized as significant deficiencies or material weaknesses in our internal controls over financial reporting. If we are unable to implement the requirements of Section 404 in a timely manner or with adequate compliance, our independent auditors may not be able to certify as to the effectiveness of our internal controls over financial reporting and we may be subject to sanctions or investigation by regulatory authorities, such as the SEC. As a result, there could be a negative reaction in the financial markets due to a loss of confidence in the reliability of our financial statements. In addition, we may be required to incur costs to improve our internal control system and the hiring of additional personnel. Any such action could negatively affect our results of operations.

Changes in tax laws or their application or the loss of Dutch tax residence may adversely affect our reported results.

We operate in more than 100 countries worldwide and our earnings are subject to taxation in many differing jurisdictions and at differing rates. We seek to organize our affairs in a tax efficient manner, taking account of the jurisdictions in which we operate. We are treated as a Netherlands tax resident for Dutch tax purposes. Tax laws that apply to our business may be amended by the relevant authorities, for example as a result of changes in fiscal circumstances or priorities. In addition, we may lose our status as a Dutch tax resident. Such amendments or their application to our business or loss of tax residence, may significantly adversely affect our reported results.

We are controlled by the Sponsors, whose interests may not be aligned with ours or yours.

The Sponsors have the power to control our affairs and policies. The Sponsors also control the election of the supervisory board, the appointment of management, the entering into of mergers, sales of substantially all of our assets and other extraordinary transactions. Ten of our thirteen supervisory board members are affiliated with the Sponsors. The members elected by the Sponsors have the authority, subject to the terms of our debt, to issue additional shares, implement share repurchase programs, declare dividends, pay advisory fees and make other decisions, and they may have an interest in our doing so. The interests of the Sponsors could conflict with your

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interests in material respects. Furthermore, the Sponsors are in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete directly or indirectly with us, as well as businesses that represent major customers of our businesses. The Sponsors may also pursue acquisition opportunities that may be complementary to our business, and as a result, those acquisition opportunities may not be available to us. So long as the Sponsors continue to own a significant amount of our outstanding ordinary shares, they will continue to be able to strongly influence or effectively control our decisions.

We are subject to significant competition.

We are faced with a number of competitors in the markets in which we operate. Our competitors in each market may have substantially greater financial marketing and other resources than we do and there can be no assurance that they will not in the future engage in aggressive pricing action to compete with us. Although we believe we are currently able to compete effectively in each of the various markets in which we participate, we cannot assure you that we will be able to do so or that we will be capable of maintaining or further increasing our current market share. Our failure to compete successfully in our various markets could adversely affect our business, financial condition, results of operations and cash flow.

The presence of our Global Technology and Information Center in Florida heightens our exposure to hurricanes and tropical storms.

Our technological data processing operations are concentrated at our Global Technology and Information Center at a single location in Florida. Our geographic concentration in Florida heightens our exposure to a hurricane or tropical storm. These weather events could cause severe damage to our property and technology and could cause major disruption to our operations. Although our Global Technology and Information Center was built in anticipation of a severe weather event and we have insurance coverage, if we were to experience a catastrophic loss, we may exceed our policy limits and/or we may have difficulty obtaining similar insurance coverage in the future. We cannot assure you that a hurricane or tropical storm could not have an adverse impact on our business.

We may be subject to antitrust litigation or government investigation in the future.

In the past, certain of our business practices have been investigated by government antitrust or competition agencies, and we have on several occasions been sued by private parties for alleged violations of the antitrust and competition laws of various jurisdictions. Following some of these actions, we have changed certain of our business practices to reduce the likelihood of future litigation. Each of these material prior legal activities has been resolved, except for the pending erinMedia and Wrapsidy litigations. There is a risk based upon the leading position of certain of our business operations that we could, in the future, be the target of investigations by government entities or actions by private parties challenging the legality of our business practices. There is currently an inquiry of this kind in Australia involving the pricing of one of our media services. Also, in markets where the retail trade is concentrated, regulatory authorities may perceive certain of our retail services as potential vehicles for collusive behavior by retailers or manufacturers. An inquiry of this type is currently pending in Finland. There can be no assurance that any such investigation or challenge will not result in an award of money damages, penalties or some form of order that might require a change in the way that we do business, which change could adversely affect our revenue stream and/or profitability.

The use of joint ventures, over which we do not have full control, could prevent us from achieving our objectives.

We have conducted and will continue to conduct a number of business initiatives through joint ventures, some of which are or may be controlled by others and which may prevent us from achieving our objectives. Our joint venture partners might have economic or business objectives that are inconsistent with our objectives. Our joint venture partners could go bankrupt, leaving us liable for their share of joint venture liabilities. Although we generally will seek to maintain sufficient control of any joint venture to permit our objectives to be achieved, we might not be able to take action without the approval of our joint venture partners. Also, our joint venture partners could take actions binding on the joint venture without our consent. Accordingly, the use of joint ventures could prevent us from achieving their intended objectives. The terms of our joint venture agreements may limit our business opportunities.

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CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS

This prospectus contains “forward looking statements” within the meaning of the federal securities laws, which involve risks and uncertainties. You can identify forward looking statements because they contain words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” or “anticipates” or similar expressions that concern our strategy, plans or intentions. All statements we make relating to our estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and financial results are forward looking statements. In addition, we, through our senior management, from time to time make forward looking public statements concerning our expected future operations and performance and other developments. These forward looking statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those that we expected. We derive many of our forward looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results.

Important factors that could cause actual results to differ materially from our expectations (“cautionary statements”) are disclosed under “Risk Factors” and elsewhere in this prospectus, including, without limitation, in conjunction with the forward looking statements included in this prospectus. All subsequent written and oral forward looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements. Some of the factors that we believe could affect our results include:

• general economic conditions, including the effects of any economic downturn on advertising spending levels, and costs of, and demand for, consumer packaged goods, media, entertainment and technology products;

• our ability to realize anticipated cost savings related to transformation initiative;

• the effect of disruptions to our information processing systems;

• the timing and scope of technological advances;

• our substantial indebtedness;

• certain covenants in our debt documents;

• customer procurement strategies that could put additional pricing pressure on us;

• consolidation in our customers’ industries may reduce the aggregate demand for our services;

• regulatory review by governmental agencies that oversee information gathering and changes in data protection laws;

• the ability to attract and retain customers and key personnel;

• risks to which our international operations are exposed, including local political and economic conditions, the effects of foreign currency fluctuations and the ability to comply with local laws;

• criticism of our audience measurement services;

• the possibility that our owners’ interests will conflict with ours or yours;

• the effect of disruptions in the mail, telecommunication infrastructure and/or air services;

• the ability to maintain the confidentiality of our proprietary information gathering processes;

• the ability to successfully integrate our company in accordance with our strategy; and

• the other factors set forth under “Risk Factors.”

We caution you that the foregoing list of important factors may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward looking statements contained in this prospectus may not in fact occur. We undertake no obligation to publicly update or revise any forward looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

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MARKET AND INDUSTRY DATA AND FORECASTS

Information regarding market share, market position and industry data pertaining to our business contained in this prospectus consists of our management’s knowledge of our business and markets, the 2006 Veronis Suhler Stevenson Communications Industry Forecast (the “2006 VSS Industry Forecast”), the PricewaterhouseCoopers Global Outlook in Entertainment and Media 2000–2010 (the “PricewaterhouseCoopers Global Entertainment & Media Outlook”) and other various sources.

Although we believe that the third party sources are reliable, we have not independently verified market industry data provided by third parties or by industry or general publications, and we take no further responsibility for this data. Similarly, while we believe our internal estimates with respect to our industry are reliable, our estimates have not been verified by any independent sources, and we cannot assure you that they are accurate. While we are not aware of any misstatements regarding any industry data presented in this prospectus, our estimates, in particular as they relate to market share and our general expectations concerning the global marketing and media research and the business information industries, involve risks and uncertainties and are subject to change based on various factors, including those discussed under the section entitled “Risk Factors.”

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THE EXCHANGE OFFER

Purpose and Effect of the Exchange Offer

We have entered into a registration rights agreement with the initial purchasers of the old notes, in which we agreed to file a registration statement with the SEC relating to an offer to exchange the old notes for exchange notes. The registration statement of which this prospectus forms a part was filed in compliance with this obligation. We also agreed to use our reasonable best efforts to cause a registration statement to become effective under the Securities Act. In addition, we agreed to use our reasonable best efforts to cause the exchange offer to be consummated on or before August 19, 2007. However, if the exchange offer is not consummated on or before August 19, 2007, we will incur additional interest expense. The exchange notes will have terms substantially identical to the old notes except that the exchange notes will not contain terms with respect to transfer restrictions and registration rights and additional interest payable for the failure to consummate the exchange offer by August 19, 2007. Old notes in an aggregate principal amount of €343,000,000 were issued on August 9, 2006.

Under the circumstances set forth below, we will cause the SEC to declare effective a shelf registration statement with respect to the resale of the old notes and we will use our reasonable best efforts to keep the shelf registration statement effective for up to two years after the effective date of the shelf registration statement. These circumstances include:

• if we determine, upon the advice of outside counsel, that, the exchange offer is not permitted due to a change in applicable law or SEC policy;

• if for any reason the registered exchange offer is not consummated by August 19, 2007;

• if any initial purchaser so requests after consummation of the registered exchange offer with respect to the old notes not eligible to be exchanged for the exchange notes and held by it following the consummation of the exchange offer;

• if any holder (other than any initial purchaser) is not eligible to participate in the exchange offer; or

• if any initial purchaser that participates in the exchange offer does not receive freely tradeable exchange notes in exchange for tendered old notes.

Each holder of old notes that wishes to exchange such old notes for transferable exchange notes in the exchange offer will be required to make the following representations:

• any exchange notes to be received by it will be acquired in the ordinary course of its business;

• it has no arrangement or understanding with any person to participate in the distribution (within the meaning of Securities Act) of the exchange notes;

• it is not our “affiliate,” as defined in Rule 405 under the Securities Act, or, if it is an affiliate, that it will comply with applicable registration and prospectus delivery requirements of the Securities Act; and

• if such holder is a broker-dealer, that it will receive exchange notes for its own account in exchange for old notes that were acquired as a result of market-making activities or other trading activities and such holder will acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes.

In addition, each broker-dealer that receives exchange notes for its own account in exchange for old notes, where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. See “Plan of Distribution.”

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Resale of Exchange Notes

Based on interpretations of the SEC staff set forth in no action letters issued to unrelated third parties, we believe that exchange notes issued in the exchange offer in exchange for old notes may be offered for resale, resold and otherwise transferred by any exchange note holder without compliance with the registration and prospectus delivery provisions of the Securities Act, if:

• such holder is not an “affiliate” of ours within the meaning of Rule 405 under the Securities Act;

• such exchange notes are acquired in the ordinary course of the holder’s business; and

• the holder does not intend to participate in the distribution of such exchange notes.

Any holder who tenders in the exchange offer with the intention of participating in any manner in a distribution of the exchange notes:

• cannot rely on the position of the staff of the SEC set forth in “Exxon Capital Holdings Corporation” or similar interpretive letters; and

• must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction.

If, as stated above, a holder cannot rely on the position of the staff of the SEC set forth in “Exxon Capital Holdings Corporation” or similar interpretive letters, any effective registration statement used in connection with a secondary resale transaction must contain the selling security holder information required by Item 507 of Regulation S-K under the Securities Act.

This prospectus may be used for an offer to resell, for the resale or for other retransfer of exchange notes only as specifically set forth in this prospectus. With regard to broker-dealers, only broker-dealers that acquired the old notes as a result of market-making activities or other trading activities may participate in the exchange offer. Each broker-dealer that receives exchange notes for its own account in exchange for old notes, where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. Please read the section captioned “Plan of Distribution” for more details regarding these procedures for the transfer of exchange notes. We have agreed that, for a period of 180 days after the exchange offer is consummated, we will make this prospectus available to any broker-dealer for use in connection with any resale of the exchange notes.

Terms of the Exchange Offer

Upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, we will accept for exchange any old notes properly tendered and not withdrawn prior to the expiration date. We will issue €2,000 principal amount of exchange notes in exchange for each €2,000 principal amount of old notes surrendered under the exchange offer. We will issue €1,000 integral multiple amount of exchange notes in exchange for each €1,000 integral multiple amount of old notes surrendered under the exchange offer, respectively. Old notes may be tendered only in denominations of €2,000 and integral multiples of €1,000 in excess of €2,000.

The form and terms of the exchange notes will be substantially identical to the form and terms of the old notes except the exchange notes will be registered under the Securities Act, will not bear legends restricting their transfer and will not provide for any additional interest upon our failure to fulfill our obligations under the registration rights agreement to file, and cause to become effective, a registration statement. The exchange notes will evidence the same debt as the old notes. The exchange notes will be issued under and entitled to the benefits of the same indenture that authorized the issuance of the outstanding old notes. Consequently, both series of notes will be treated as a single class of debt securities under the indenture.

The exchange offer is not conditioned upon any minimum aggregate principal amount of old notes being tendered for exchange.

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As of the date of this prospectus, €343,000,000 aggregate principal amount of the old notes are outstanding. This prospectus and the letter of transmittal are being sent to all registered holders of old notes. There will be no fixed record date for determining registered holders of old notes entitled to participate in the exchange offer.

We intend to conduct the exchange offer in accordance with the provisions of the registration rights agreement, the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC. Old notes that are not tendered for exchange in the exchange offer will remain outstanding and continue to accrue interest and will be entitled to the rights and benefits such holders have under the indenture relating to the old notes.

We will be deemed to have accepted for exchange properly tendered old notes when we have given oral or written notice of the acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders for the purposes of receiving the exchange notes from us and delivering exchange notes to such holders. Subject to the terms of the registration rights agreements, we expressly reserve the right to amend or terminate the exchange offer, and not to accept for exchange any old notes not previously accepted for exchange, upon the occurrence of any of the conditions specified below under the caption “—Certain Conditions to the Exchange Offer.”

Holders who tender old notes in the exchange offer will not be required to pay brokerage commissions or fees, or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of old notes. We will pay all charges and expenses, other than those transfer taxes described below, in connection with the exchange offer. It is important that you read the section labeled “—Fees and Expenses” below for more details regarding fees and expenses incurred in the exchange offer.

Expiration date; Extensions; Amendments

The exchange offer will expire at 5:00 p.m., New York City time, on                     , 2007, unless we extend it in our sole discretion.

In order to extend the exchange offer, we will notify the exchange agent orally or in writing of any extension. We will notify in writing or by public announcement the registered holders of old notes of the extension no later than 9:00 a.m., New York City time, on the business day after the previously scheduled expiration date.

We reserve the right, in our sole discretion:

• to delay accepting for exchange any old notes in connection with the extension of the exchange offer;

• to extend the exchange offer or to terminate the exchange offer and to refuse to accept old notes not previously accepted if any of the conditions set forth below under “—Certain Conditions to the Exchange Offer” have not been satisfied, by giving oral or written notice of such delay, extension or termination to the exchange agent; or

• subject to the terms of the registration rights agreement, to amend the terms of the exchange offer in any manner, provided that in the event of a material change in the exchange offer, including the waiver of a material condition, we will extend the exchange offer period, if necessary, so that at least five business days remain in the exchange offer following notice of the material change.

Any such delay in acceptance, extension, termination or amendment will be followed as promptly as practicable written notice or public announcement thereof to the registered holders of old notes. If we amend the exchange offer in a manner that we determine to constitute a material change, we will promptly disclose such amendment in a manner reasonably calculated to inform the holders of old notes of such amendment, provided that in the event of a material change in the exchange offer, including the waiver of a material condition, we will extend the exchange offer period, if necessary, so that at least five business days remain in the exchange offer

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following notice of the material change. If we terminate this exchange offer as provided in this prospectus before accepting any old notes for exchange or if we amend the terms of this exchange offer in a manner that constitutes a fundamental change in the information set forth in the registration statement of which this prospectus forms a part, we will promptly file a post-effective amendment to the registration statement of which this prospectus forms a part. In addition, we will in all events comply with our obligation to make prompt payment for all old notes properly tendered and accepted for exchange in the exchange offer.

Without limiting the manner in which we may choose to make public announcements of any delay in acceptance, extension, termination or amendment of the exchange offer, we shall have no obligation to publish, advertise, or otherwise communicate any such public announcement, other than by issuing a timely press release to a financial news service.

Conditions to the Exchange Offer

Despite any other term of the exchange offer, we will not be required to accept for exchange, or exchange any exchange notes for, any old notes, and we may terminate the exchange offer as provided in this prospectus before accepting any old notes for exchange if in our reasonable judgment:

• the exchange notes to be received will not be tradable by the holder without restriction under the Securities Act or the Exchange Act, and without material restrictions under the blue sky or securities laws of substantially all of the states of the United States;

• the exchange offer, or the making of any exchange by a holder of old notes, would violate applicable law or any applicable interpretation of the staff of the SEC; or

• any action or proceeding has been instituted or threatened in any court or by or before any governmental agency with respect to the exchange offer that, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer.

In addition, we will not be obligated to accept for exchange the old notes of any holder that has not made:

• the representations described under “—Purpose and Effect of the Exchange Offer,” “—Procedures for Tendering” and “Plan of Distribution;” and

• such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to make available to us an appropriate form for registration of the exchange notes under the Securities Act.

We expressly reserve the right, at any time or at various times on or prior to the scheduled expiration date of the exchange offer, to extend the period of time during which the exchange offer is open. Consequently, we may delay acceptance of any old notes by giving written notice of such extension to the registered holders of the old notes. During any such extensions, all old notes previously tendered will remain subject to the exchange offer, and we may accept them for exchange unless they have been previously withdrawn. We will return any old notes that we do not accept for exchange for any reason without expense to their tendering holder promptly after the expiration or termination of the exchange offer.

We expressly reserve the right to amend or terminate the exchange offer on or prior to the scheduled expiration date of the exchange offer, and to reject for exchange any old notes not previously accepted for exchange, upon the occurrence of any of the conditions of the exchange offer specified above. We will give written notice or public announcement of any extension, amendment, non-acceptance or termination to the registered holders of the old notes as promptly as practicable. In the case of any extension, such notice will be issued no later than 9:00 a.m., New York City time, on the business day after the previously scheduled expiration date.

These conditions are for our sole benefit and we may, in our sole discretion, assert them regardless of the circumstances that may give rise to them or waive them in whole or in part at any or at various times except that all conditions to the exchange offer must be satisfied or waived by us prior to the expiration of the exchange

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offer. If we fail at any time to exercise any of the foregoing rights, that failure will not constitute a waiver of such right. Each such right will be deemed an ongoing right that we may assert at any time or at various times prior to the expiration of the exchange offer. Any waiver by us will be made by written notice or public announcement to the registered holders of the notes.

In addition, we will not accept for exchange any old notes tendered, and will not issue exchange notes in exchange for any such old notes, if at such time any stop order is threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture under the Trust Indenture Act of 1939, as amended.

Procedures for Tendering

Only a holder of old notes may tender such old notes in the exchange offer. To tender in the exchange offer, a holder must:

• complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal; have the signature on the letter of transmittal guaranteed if the letter of transmittal so requires; and mail or deliver such letter of transmittal or facsimile to the exchange agent prior to the expiration date; or

• comply with Euroclear’s or Clearstream’s procedures described below, as applicable.

In addition, either:

• the exchange agent must receive old notes along with the letter of transmittal; or

• the exchange agent must receive, prior to the expiration date, a timely confirmation of book-entry transfer of such old notes into the exchange agent’s account at Euroclear or Clearstream according to the procedures for book-entry transfer described below or a properly transmitted agent’s message; or

• the holder must comply with the guaranteed delivery procedures described below.

To be tendered effectively, the exchange agent must receive any physical delivery of the letter of transmittal and other required documents at the address set forth below under “—Exchange Agent” prior to the expiration date.

The tender by a holder that is not withdrawn prior to the expiration date will constitute an agreement between such holder and us in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal.

The method of delivery of old notes, the letter of transmittal and all other required documents to the exchange agent is at the holder’s election and risk. Rather than mail these items, we recommend that holders use an overnight or hand delivery service. In all cases, holders should allow sufficient time to assure delivery to the exchange agent before the expiration date. Holders should not send us the letter of transmittal or old notes. Holders may request their respective brokers, dealers, commercial banks, trust companies or other nominees to effect the above transactions for them.

Any beneficial owner whose old notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact the registered holder promptly and instruct it to tender on the owners’ behalf. If such beneficial owner wishes to tender on its own behalf, it must, prior to completing and executing the letter of transmittal and delivering its old notes, either:

• make appropriate arrangements to register ownership of the old notes in such owner’s name; or

• obtain a properly completed bond power from the registered holder of old notes.

The transfer of registered ownership may take considerable time and may not be completed prior to the expiration date.

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Signatures on a letter of transmittal or a notice of withdrawal described below must be guaranteed by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or another “eligible institution” within the meaning of Rule 17Ad-15 under the Exchange Act, unless the old notes tendered pursuant thereto are tendered:

• by a registered holder who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal; or

• for the account of an eligible institution.

If the letter of transmittal is signed by a person other than the registered holder of any old notes listed on the old notes, such old notes must be endorsed or accompanied by a properly completed bond power. The bond power must be signed by the registered holder as the registered holder’s name appears on the old notes and an eligible institution must guarantee the signature on the bond power.

If the letter of transmittal or any old notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing. Unless waived by us, they should also submit evidence satisfactory to us of their authority to deliver the letter of transmittal.

We will determine in our sole discretion all questions as to the validity, form, eligibility (including time of receipt), acceptance of tendered old notes and withdrawal of tendered old notes. Our determination will be final and binding. We reserve the absolute right to reject any old notes not properly tendered or any old notes the acceptance of which would, in the opinion of our counsel, be unlawful. Our interpretation of the terms and conditions of the exchange offer (including the instructions in the letter of transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of old notes must be cured within such time as we shall determine. Although we intend to notify holders of defects or irregularities with respect to tenders of old notes, neither we, the exchange agent nor any other person will incur any liability for failure to give such notification. Tenders of old notes will not be deemed made until such defects or irregularities have been cured or waived. Any old notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned to the exchange agent without cost to the tendering holder, unless otherwise provided in the letter of transmittal, promptly following the expiration date or termination of the exchange offer, as applicable.

In all cases, we will issue exchange notes for old notes that we have accepted for exchange under the exchange offer only after the exchange agent timely receives:

• old notes or a timely book-entry confirmation of such old notes into the exchange agent’s account at Euroclear or Clearstream; and

• a properly completed and duly executed letter of transmittal and all other required documents or a properly transmitted agent’s message.

By signing the letter of transmittal, each tendering holder of old notes will represent that, among other things:

• any exchange notes that the holder receives will be acquired in the ordinary course of its business;

• the holder has no arrangement or understanding with any person or entity, including any of our affiliates, to participate in the distribution of the exchange notes;

• if the holder is not a broker-dealer, that it is not engaged in and does not intend to engage in the distribution of the exchange notes;

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• if the holder is a broker-dealer that will receive exchange notes for its own account in exchange for old notes that were acquired as a result of market-making activities, that it will deliver a prospectus, as required by law, in connection with any resale of such exchange notes; and

• the holder is not our “affiliate”, as defined in Rule 405 of the Securities Act, or, if it is an affiliate, that it will comply with applicable registration and prospectus delivery requirements of the Securities Act.

In addition, each broker-dealer that receives exchange notes for its own account in exchange for old notes, where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. See “Plan of Distribution.”

Book-Entry Transfer

The exchange agent will make a request to establish an account with respect to the old notes at Euroclear or Clearstream for purposes of the exchange offer promptly after the date of this prospectus; and any financial institution participating in Euroclear’s or Clearstream’s system may make book-entry delivery of old notes by causing Euroclear or Clearstream to transfer such old notes into the exchange agent’s account at Euroclear or Clearstream in accordance with Euroclear’s or Clearstream’s procedures for transfer. Holders of old notes who are unable to deliver confirmation of the book-entry tender of their old notes into the exchange agent’s account at Euroclear or Clearstream or all other documents of transmittal to the exchange agent on or prior to the expiration date must tender their old notes according to the guaranteed delivery procedures described below.

Guaranteed Delivery Procedures

Holders wishing to tender their old notes but whose old notes are not immediately available or who cannot deliver their old notes, the letter of transmittal or any other required documents to the exchange agent or comply with the applicable procedures under Euroclear’s or Clearstream’s procedures for transfer prior to the expiration date may tender if:

• the tender is made through an eligible institution;

• prior to the expiration date, the exchange agent receives from such eligible institution either a properly completed and duly executed notice of guaranteed delivery by facsimile transmission, mail or hand delivery or a properly transmitted agent’s message and notice of guaranteed delivery:

• setting forth the name and address of the holder, the registered number(s) of such old notes and the principal amount of old notes tendered;

• stating that the tender is being made thereby; and

• guaranteeing that, within three (3) New York Stock Exchange trading days after the expiration date, the letter of transmittal or facsimile thereof together with the old notes or a book-entry confirmation, and any other documents required by the letter of transmittal will be deposited by the eligible institution with the exchange agent; and

• the exchange agent receives such properly completed and executed letter of transmittal or facsimile thereof, as well as all tendered old notes in proper form for transfer or a book-entry confirmation, and all other documents required by the letter of transmittal, within three (3) New York Stock Exchange trading days after the expiration date.

Upon request to the exchange agent, a notice of guaranteed delivery will be sent to holders who wish to tender their old notes according to the guaranteed delivery procedures set forth above.

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Withdrawal of Tenders

Except as otherwise provided in this prospectus, holders of old notes may withdraw their tenders at any time prior to the expiration date.

For a withdrawal to be effective:

• the exchange agent must receive a written notice of withdrawal, which notice may be by telegram, telex, facsimile transmission or letter, at one of the addresses set forth below under “—Exchange Agent”; or

• holders must comply with the appropriate procedures under Euroclear’s or Clearstream’s procedures for transfer.

Any such notice of withdrawal must:

• specify the name of the person who tendered the old notes to be withdrawn;

• identify the old notes to be withdrawn, including the principal amount of such old notes; and

• where certificates for old notes have been transmitted, specify the name in which such old notes were registered, if different from that of the withdrawing holder.

If certificates for old notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of such certificates, the withdrawing holder must also submit:

• the serial numbers of the particular certificates to be withdrawn; and

• a signed notice of withdrawal with signatures guaranteed by an eligible institution unless such holder is an eligible institution.

If old notes have been tendered pursuant to the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at Euroclear or Clearstream to be credited with the withdrawn old notes and otherwise comply with the procedures of such facility. We will determine all questions as to the validity, form and eligibility, including time of receipt, of such notices, and our determination shall be final and binding on all parties. We will deem any old notes so withdrawn not to have been validly tendered for exchange for purposes of the exchange offer. Any old notes that have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to such holder (or, in the case of old notes tendered by book-entry transfer into the exchange agent’s account at Euroclear or Clearstream according to the procedures described above, such old notes will be credited to an account maintained with Euroclear or Clearstream for old notes) promptly after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn old notes may be retendered by following one of the procedures described under “—Procedures for Tendering” above at any time prior to the expiration date.

Exchange agent

                                                 has been appointed as exchange agent for the exchange offer. You should direct questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for the notice of guaranteed delivery to the exchange agent addressed as follows:

For Delivery by Hand, Overnight Delivery,	By Facsimile Transmission
Registered or Certified Mail:	(for eligible institutions only):
	To Confirm by Telephone or for Information Call:

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DELIVERY OF THE LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY OF SUCH LETTER OF TRANSMITTAL.

Fees and Expenses

We will bear the expenses of soliciting tenders. The principal solicitation is being made by mail, however, we may make additional solicitations by telegraph, telephone or in person by our officers and regular employees and those of our affiliates.

We have not retained any dealer-manager in connection with the exchange offer and will not make any payments to broker-dealers or others soliciting acceptances of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and reimburse it for its related reasonable out-of-pocket expenses.

Our expenses in connection with the exchange offer include:

• SEC registration fees;

• fees and expenses of the exchange agent and trustee;

• accounting and legal fees and printing costs; and

• related fees and expenses.

Transfer Taxes

We will pay all transfer taxes, if any, applicable to the exchange of old notes under the exchange offer. The tendering holder, however, will be required to pay any transfer taxes, whether imposed on the registered holder or any other person, if:

• certificates representing old notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be issued in the name of, any person other than the registered holder of old notes tendered;

• tendered old notes are registered in the name of any person other than the person signing the letter of transmittal; or

• a transfer tax is imposed for any reason other than the exchange of old notes under the exchange offer.

If satisfactory evidence of payment of such taxes is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed to that tendering holder.

Holders who tender their old notes for exchange will not be required to pay any transfer taxes. However, holders who instruct us to register exchange notes in the name of, or request that old notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder will be required to pay any applicable transfer tax.

Consequences of Failure to Exchange

Holders of old notes who do not exchange their old notes for exchange notes under the exchange offer, including as a result of failing to timely deliver old notes to the exchange agent, together with all required documentation, including a properly completed and signed letter of transmittal, will remain subject to the restrictions on transfer of such old notes:

• as set forth in the legend printed on the old notes as a consequence of the issuance of the old notes pursuant to the exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws; and

• otherwise as set forth in the prospectus distributed in connection with the private offering of the old notes.

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In addition, you will no longer have any registration rights or be entitled to additional interest with respect to the old notes.

In general, you may not offer or sell the old notes unless they are registered under the Securities Act, or if the offer or sale is exempt from registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreement, we do not intend to register resales of the old notes under the Securities Act. Based on interpretations of the SEC staff, exchange notes issued pursuant to the exchange offer may be offered for resale, resold or otherwise transferred by their holders, other than any such holder that is our “affiliate” within the meaning of Rule 405 under the Securities Act, without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that the holders acquired the exchange notes in the ordinary course of the holders’ business and the holders have no arrangement or understanding with respect to the distribution of the exchange notes to be acquired in the exchange offer. Any holder who tenders in the exchange offer for the purpose of participating in a distribution of the exchange notes:

• could not rely on the applicable interpretations of the SEC; and

• must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction.

After the exchange offer is consummated, if you continue to hold any old notes, you may have difficulty selling them because there will be fewer old notes outstanding.

Accounting Treatment

We will record the exchange notes in our accounting records at the same carrying value as the old notes, as reflected in our accounting records on the date of exchange. Accordingly, we will not recognize any gain or loss for accounting purposes in connection with the exchange offer.

Other

Participation in the exchange offer is voluntary, and you should carefully consider whether to accept. You are urged to consult your financial and tax advisors in making your own decision on what action to take.

We may in the future seek to acquire untendered old notes in the open market or privately negotiated transactions, through subsequent exchange offers or otherwise. We have no present plans to acquire any old notes that are not tendered in the exchange offer or to file a registration statement to permit resales of any untendered old notes.

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USE OF PROCEEDS

The exchange offer is intended to satisfy our obligations under the registration rights agreement that we entered into in connection with the private offering of the old notes. We will not receive any cash proceeds from the issuance of the exchange notes in the exchange offer. As consideration for issuing the exchange notes as contemplated in this prospectus, we will receive in exchange a like principal amount of outstanding old notes, the terms of which are identical in all material respects to the exchange notes, except that the exchange notes will not contain terms with respect to transfer restrictions or additional interest upon a failure to fulfill certain of our obligations under the registration rights agreement. We used the net proceeds from the private offering of the old notes in connection with the Transactions and to pay related fees and expenses.

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CAPITALIZATION

The following table sets forth the cash and cash equivalents and capitalization as of December 31, 2006 for Nielsen only. The information in this table should be read in conjunction with “Selected Historical Consolidated Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements included elsewhere in this prospectus.

	As of December 31, 2006
	Actual
	(Amounts in millions)
Cash and cash equivalents	$	631
Debt:
New Senior Secured Credit Facilities:
Revolving credit facility (1)	$	—
Term loan facilities (2)		5,220
Senior Notes		849
Senior Subordinated Discount Notes		616
Senior Discount Notes		277
Nielsen existing senior notes (3)		706
Other existing debt (4)		305
Total Debt		7,973
Equity		3,914
Total Capitalization	$	11,887

(1) Upon the closing of the offering of the old notes, we entered into a $688 million senior secured revolving credit facility.

(2) Upon the closing of the offering of the old notes, we entered into a seven-year $4,175 million and €800 million senior secured term loan facility.

(3) This indebtedness is solely the obligation of Nielsen and is therefore structurally subordinated to the indebtedness under the Senior Notes and the Senior Subordinated Discount Notes and consists of Nielsen’s ¥4,000 million ($35 million) 2.5% notes due 2011, €30 million ($43 million) face amount of 6.75% fixed rate notes due 2012, €50 million ($68 million) floating rate notes due 2012, €50 million ($68 million) floating rate notes due 2010, £250 million ($492 million) 5.625% put resettable securities due 2010 or 2017.

(4) Includes capital lease obligations relating to facilities in Oldsmar, Florida and Markham, Ontario, computer equipment and software, debt of certain of Nielsen’s consolidated subsidiaries and other short-term borrowings.

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UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

The following unaudited pro forma consolidated statement of operations has been developed by applying pro forma adjustments to the audited consolidated statements of operations of Nielsen for the period from January 1, 2006 through May 23, 2006 for the Predecessor and May 24, 2006 through December 31, 2006 for the Successor appearing elsewhere in this prospectus. The unaudited pro forma consolidated statement of operations gives effect to the Transactions as if they had occurred on January 1, 2006. A pro forma balance sheet has not been presented due to the fact that the Transactions are reflected in our Successor December 31, 2006 balance sheet. Assumptions underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with the unaudited pro forma consolidated statement of operations.

The unaudited pro forma adjustments are based upon available information and certain assumptions that are factually supportable and that we believe are reasonable under the circumstances. The unaudited pro forma consolidated statement of operations is presented for informational purposes only and does not purport to represent what our actual consolidated results of operations would have been had the Transactions actually occurred on the date indicated, nor are they necessarily indicative of future consolidated results of operations. The unaudited pro forma consolidated statement of operations should be read in conjunction with the information contained in “The Transactions,” “Selected Historical Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the audited consolidated statement of operations and the related notes thereto appearing elsewhere in this prospectus. All pro forma adjustments and their underlying assumptions are described more fully in the notes to our unaudited pro forma consolidated statement of operations.

The pro forma information presented, including the allocation of the purchase price, is based on preliminary estimates of the fair values of assets and liabilities acquired, available information and assumptions and will be revised as additional information becomes available.

A final determination of these fair values will reflect our consideration of a final valuation prepared by third party appraisers. This final valuation will be based on the actual net tangible and intangible assets that existed as of May 24, 2006, the date of acquisition. Any final adjustment will change the allocations of purchase price, which could affect the fair value assigned to the assets and liabilities and could result in a change to the unaudited pro forma consolidated statement of operations. Therefore, the actual adjustments will differ from the pro forma adjustments, and the differences may be material.

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Unaudited Pro Forma Consolidated Statement of Operations

for the Year Ended December 31, 2006

	Historical Nielsen						Pro Forma Adjustments			Pro Forma Nielsen
	Predecessor			Successor
	Jan. 1 - May 23, 2006			May 24 - Dec. 31, 2006
	(Amounts in Millions)
Revenue	$	1,626		$	2,548		$	—	(i)	$	4,174
Cost of revenues, exclusive of depreciation and amortization		787			1,202			—			1,989
Selling, general and administrative expenses, exclusive of deprecation and amortization		554			912			(10	)(a)		1,460
								4	(b)
Depreciation and amortization		126			257			55	(c)		438
Transaction costs		95			—			(95	)(d)		—
Restructuring costs		7			68						75
Operating income		57			109			46			212
Interest income		8			11			(5	)(e)		14
Interest expense		(48	)		(372	)		(234	)(f)		(654	)
(Loss)/gain on derivative instruments		(9	)		5			—			(4	)
Loss on early extinguishment of debt		—			(65	)		60	(g)		(5	)
Foreign currency exchange transaction loss		(3	)		(71	)		—			(74	)
Equity in net income of affiliates		6			6			—			12
Other income/(expense), net		14			(7	)		—			7
Income/(loss) from continuing operations before tax		25			(384	)		(133	)		(492	)
(Benefit)/provision for income tax		(39	)		105			49	(h)		115
Loss from continuing operations	$	(14	)	$	(279	)	$	(84	)	$	(377	)

See accompanying notes to the unaudited pro forma consolidated statement of operations

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Notes to Unaudited Pro Forma Consolidated Statement of Operations

(Amounts in millions)

(a) Represents the adjustment to selling, general and administrative expenses relating to our employee benefit plans to eliminate the historical amortization of unrecognized actuarial losses and prior service costs in the predecessor period and the impact of freezing the U.S. defined benefit plan and related change in the U.S. defined contribution plan related to the Transactions. Benefit plan related obligations have been recorded at fair value in the allocation of Valcon’s purchase cost.

(b) Reflects the adjustment to selling, general and administrative expense to reflect the full annual monitoring fee of $10 million that we pay to the Sponsors. See “Certain Relationships and Related Party Transactions.”

(c) Represents change in amortization based upon estimates of fair values and useful lives of amortizable assets as part of the preliminary purchase price allocation.

The unaudited pro forma consolidated statement of operations reflects amortization of certain identifiable intangible assets and other assets based on their preliminary new basis as reflected in the preliminary purchase price allocation. The final purchase price allocation may result in a different allocation for assets than that presented in this unaudited pro forma consolidated statement of operations. An increase or decrease in the amount of purchase price allocated to amortizable assets would impact the amount of annual amortization expense. Amortizable assets have been amortized on a straight-line basis in the unaudited pro forma consolidated statement of operations. If the purchase price allocation to amortizable assets were to change by $50 million the yearly amortization charge could range from $8.5 million for a weighted average life of six years to $2 million for a weighted average life of twenty-five years.

(d) Reflects the elimination of transaction costs recognized in connection with the Transactions which included accounting, investment banking, legal and other costs and $45 million paid to IMS Health pursuant to a termination agreement triggered by the Transactions.

(e) Reflects pro forma adjustment to interest income to reflect use of cash in connection with the Transactions.

(f) Reflects pro forma interest expense resulting from the Transactions using applicable LIBOR and EURIBOR rates as of December 31, 2006 as follows:

	Twelve Months Ended December 31, 2006
Term Loan Facility (1)	$	408
Revolving credit facility (2)		5
Senior Notes (3)		87
Senior Subordinated Notes—USD (4)		79
Senior Discount Notes—EUR (5)		30
Other Financing (6)		45
Total Pro Forma Interest Expense		654
Less Historical Interest Expense		(420	)
Net adjustment to interest expense	$	234

(1) Reflects pro forma interest on the $4,175 million U.S. Dollar denominated term loan facility at the December 31, 2006 rate of 3-month LIBOR of 5.38% plus 2.75% and the €800 million ($958 million) Euro denominated term loan facility at the December 31, 2006 rate of 3-month EURIBOR of 3.58% plus 2.50% and the amortization of the related deferred financing fees.

(2) Represents commitment fees of 0.5% on the assumed $688 million undrawn balance of the revolving credit facility and the amortization of the related deferred financing fees.

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(3) Reflects interest on $650 million of U.S. Dollar denominated Senior Notes at 10.00% and the €150 million of Euro denominated Senior Notes at 9.00% and the amortization of the related deferred financing fees.

(4) Reflects pro forma interest expense on the Senior Subordinated Discount Notes at 12.50% and the amortization of the related deferred financing fees. No cash interest will be payable on these notes prior to August 1, 2011. Thereafter, interest will accrue and will be payable semiannually.

(5) Reflects pro forma interest expense on the Senior Discount Notes at 11.125% and the amortization of the related deferred financing fees. No cash interest will be payable on the Senior Discount Notes prior to August 1, 2011. Thereafter, interest will accrue and will be payable semi-annually.

(6) Reflects interest on the existing note of ¥4,000 million 2.5% notes due 2011, €30 million of 6.75% fixed rate due 2012, €50 million floating rate due 2012, €50 million floating rate due 2010, £250 million 5.625% put re-settable securities due 2010 or 2017 and capital lease obligations.

(g) Reflects the elimination of loss on early extinguishment of the Valcon Bridge Loan representing unamortized debt issuance costs of the Valcon Bridge Loan at the time of settlement as if the permanent financing was outstanding as of January 1, 2006. The Valcon Bridge Loan was replaced with the permanent financing as part of the Transactions.

(h) Represents the income tax effect of the pro forma adjustments, calculated using the respective statutory tax rates of the jurisdiction where the respective adjustment relates.

(i) The unaudited pro forma statement of operations does not add back, in arriving at pro forma results, the impact of the deferred revenue adjustment to record deferred revenue at fair value in purchase accounting which reversed in less than one year. The non-recurring one time impact of this deferred revenue fair value adjustment was to reduce revenue by $90 million for the Successor period from May 24, 2006 to December 31, 2006.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

The following table sets forth selected historical consolidated financial data of Nielsen as of the dates and periods indicated. The selected consolidated statement of operations data for the years ended December 31, 2004 and 2005 and the period from January 1, 2006 to May 23, 2006 and the selected consolidated balance sheet data as of December 31, 2005 have been derived from our audited consolidated financial statements and related notes appearing elsewhere in this prospectus. The selected consolidated statement of operations data for the period May 24, 2006 to December 31, 2006 and the selected consolidated balance sheet data as of December 31, 2006 have been derived from our successor audited consolidated financial statements and related notes appearing elsewhere in this prospectus. The results of operations for any period are not necessarily indicative of the results to be expected for any future period. The selected consolidated statement of operations data for the year ended December 31, 2003 and the selected consolidated balance sheet data as of December 31, 2003 and 2004 have been derived from our predecessor audited consolidated financial statements which are not included in this prospectus. The audited financial statements from which the historical financial information for the periods set forth below have been derived were prepared in accordance with U.S. GAAP. In making your investment decision, you should rely solely on the financial information contained in this prospectus. The selected historical consolidated financial data set forth below should be read in conjunction with, and are qualified by reference to, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited consolidated financial statements and related notes thereto appearing elsewhere in this prospectus.

We have not presented the income statement financial statement data as required by Item 301 of Regulation S-K for the fiscal year ended December 31, 2002 because such information cannot be provided without unreasonable effort and expense. Furthermore, we do not believe that the 2002 information would be material or meaningful to a potential investor’s decision making process given the changes in our operations and financial structure. We have undertaken a significant refinancing of our company in 2006 to finance the acquisition by Valcon, and our Directories segment was divested in 2004.

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	May 24, through December 31, 2006(1)			January 1, through May 23, 2006			Year Ended December 31,
							2005(2)		2004(3)		2003
	(Successor)			(Predecessor)			(Predecessor)		(Predecessor)		(Predecessor)
	(Amounts in millions)
											unaudited
Statement of Income Data:
Revenues	$	2,548		$	1,626		$	4,059	$	3,814	$	3,429
(Loss)/income from continuing operations		(279	)		(14	)		172		278		335
	December 31, 2006			December 31,
				2005			2004		2003		2002
	(Successor)			(Predecessor)			(Predecessor)		(Predecessor)		(Predecessor)
	(Amounts in millions)
									unaudited		unaudited
Balance Sheet Data:
Total assets	$	16,099		$	10,663		$	13,801	$	13,577	$	12,441
Long-term debt excluding capital leases		7,674			2,482			4,531		4,905		4,381
Capital leases		145			155			163		156		97

(1) The loss in the period May 24, 2006 to December 31, 2006 was primarily due to $372 million of interest expense, the $90 million deferred revenue purchase price adjustment, $71 million in foreign currency exchange transaction losses and $68 million in restructuring costs.

(2) The 2005 income from continuing operations included $55 million in costs from the settlement of the antitrust agreement with IRI, a $36 million payment of failed deal costs to IMS Health and a $102 million loss from the early extinguishment of debt.

(3) The 2004 income from continuing operations included a $135 million goodwill impairment charge.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

Introduction

The following discussion and analysis of The Nielsen Company B.V. (formerly known as VNU Group B.V. and prior to that as VNU N.V.) should be read together with the accompanying Consolidated Financial Statements and related footnotes. The following discussion and analysis covers periods both prior to and subsequent to the Valcon Acquisition (as defined below). Accordingly, historical periods may not be comparable with the periods presented after the Valcon Acquisition. Further, this report may contain material that includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that reflect, when made, Nielsen’s current views with respect to current events and financial performance. These forward-looking statements are subject to numerous risks and uncertainties. Statements, other than those based on historical facts, which address activities, events or developments that we expect or anticipate may occur in the future are forward-looking statements. Such forward-looking statements are and will be, as the case may be, subject to many risks, uncertainties and factors relating to Nielsen’s operations and business environment that may cause actual results to be materially different from any future results, express or implied, by such forward-looking statements. Unless required by context, references to “we”, “us”, and “our” refer to Nielsen and each of its consolidated subsidiaries.

Overview and Outlook

We are a leading global information and media company providing essential marketing and media measurement information, analytics and industry expertise to customers across the world. We operate in over 100 countries and are headquartered in Haarlem in the Netherlands and New York in the United States (U.S.). Through Nielsen’s broad portfolio services, we track sales of consumer products each year, report on television viewing habits in countries representing more than 60% of the world’s population, measure Internet audiences in 18 countries, produce more than 100 trade shows, operate more than 100 websites and publish more than 100 print publications and online newsletters. We currently operate in three segments: Marketing Information, Media Measurement and Information, and Nielsen Business Media.

Our Marketing Information (“MI”) segment provides essential market research and analysis primarily to businesses in the consumer packaged goods industry. Our MI segment provides an array of services including retail measurement services (ACNielsen Scantrack), household consumer panels (ACNielsen Homescan), new product testing (BASES), consumer segmentation and targeting (Spectra) and marketing optimization (ACNielsen Analytical Consulting, or AAC). We believe these services give our customers a competitive advantage in making informed decisions in complex market places.

Our Media Measurement & Information (“MMI”) segment is a leading provider of media and entertainment measurement information. The segment measures audiences for U.S. television, international television, motion pictures, the Internet and other media as well as tracks sales of music and competitive advertising information. Using Nielsen’s critical measurement information, media owners, advertising agencies, advertisers and retailers plan and optimize their marketing strategies.

Our Nielsen Business Media (“NBM”) segment is one of the largest providers of integrated business-to-business information in the world. The segment has more than 100 trade shows, over 100 websites and over 100 print publications and online newsletters, each targeted to specific industry groups.

On February 8, 2007, Nielsen announced it had completed the sale of a significant portion of its BME unit for $414 million. Nielsen does not expect to recognize a material gain or loss on the sale because the price paid approximates the book value of the business, as this business was recently revalued upon Valcon’s acquisition of Nielsen. The sale excludes a joint venture that produces trade shows in the Netherlands and China. Our former

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Directories business segment was sold effective November 29, 2004. (See “—Factors Affecting Nielsen’s Financial Results—Divestitures” and Note 4 to the consolidated financial statements “Business Divestitures”).

On May 24, 2006, Nielsen was acquired through a tender offer to shareholders by Valcon Acquisition B.V. (“Valcon”), an entity formed by investment funds associated with AlpInvest Partners, The Blackstone Group, The Carlyle Group, Hellman & Friedman, Kohlberg Kravis Roberts & Co., and Thomas H. Lee Partners (collectively, the “Sponsors”). Valcon was formed for the purpose of facilitating the acquisition. Valcon’s cumulative purchases of the outstanding common shares and preferred B shares resulted in a combined 99.44% ownership of Nielsen’s issued and outstanding shares as of December 31, 2006. Valcon intends to acquire the remaining Nielsen shares through a statutory squeeze-out procedure, pursuant to Dutch legal and regulatory requirements, which is expected to be completed in 2007. The common and preferred shares were delisted from the Euronext Amsterdam on July 11, 2006.

Nielsen became a subsidiary of Valcon upon the consummation of the acquisition by Valcon (the “Valcon Acquisition”). See the “Liquidity and Capital Resources” section for discussion of the financing transactions related to the Valcon Acquisition.

Valcon’s cost of acquiring Nielsen and related debt has been pushed down to establish the new accounting basis in Nielsen. The Valcon Acquisition has been accounted for in accordance with the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 141, “Business Combinations”. The preliminary allocation of purchase price is based on estimated fair values of the assets acquired and liabilities assumed as of May 24, 2006. These preliminary fair values were determined using management’s estimates from information currently available and are subject to change.

Nielsen’s consolidated statements of operations, cash flows and shareholders’ equity are presented for two periods: Successor, for the period from May 24, 2006 to December 31, 2006 following the consummation of the Valcon Acquisition; and Predecessor, for the period January 1, 2006 to May 23, 2006 preceding the Valcon Acquisition and for the years ended December 31, 2005 and 2004. As a result of the Valcon Acquisition and the resulting change in ownership, we are required to separately present our operating results for the Successor and the Predecessor periods for the year ended December 31, 2006. In the following discussion, the 2006 results are adjusted to reflect the pro forma effect of the Valcon Acquisition as if it had occurred on January 1, 2006. The pro forma basis amounts for the year ended December 31, 2006 are compared to the Predecessor year ended December 31, 2005 on a historical basis. Management believes this to be the most meaningful and practical way to comment on our results of operations.

Critical Accounting Policies

The discussion and analysis of Nielsen’s financial condition and results of operations is based on Nielsen’s Consolidated Financial Statements, which have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and the related disclosure of contingent assets and liabilities. The most significant of these estimates relate to revenue recognition, business combinations, goodwill and indefinite-lived intangible assets, pension costs and other post-retirement benefits, accounting for income taxes, valuation of long lived assets, including computer software and share-based compensation. We base Nielsen’s estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the valuation of assets and liabilities that are not readily apparent from other sources. We evaluate these estimates on an ongoing basis. Actual results could vary from these estimates under different assumptions or conditions. The accounting policies followed by Nielsen for the Successor period are consistent with those of the Predecessor period except for the adoption of SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and other Post Retirement Plans” which we early adopted as of the Valcon Acquisition date. For a summary of the significant accounting policies, including critical accounting policies discussed below, see Note 1 to the consolidated financial statements “Description of Business and Basis of Presentation”.

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Revenue Recognition

We recognize our revenues for the sale of services and products under the provisions of SEC Staff Accounting Bulletin (“SAB”) 104, “Revenue Recognition”, when persuasive evidence of an arrangement exists, services have been rendered or delivery has occurred, the fee is fixed or determinable, and the collectibility related to the services and products is reasonably assured.

A significant portion of our revenue is generated from our media and marketing services. We review all contracts to evaluate them pursuant to SAB 104 and recognize revenue from the sale of our services and products based upon fair value as the services are performed, which is generally ratably over the term of the contract(s). Invoiced amounts are recorded as deferred revenue until earned.

Our revenue arrangements may include multiple elements as defined in Emerging Issues Task Force (“EITF”) Issue No. 00-21, “Revenue Arrangements with Multiple Deliverables”. In these arrangements, the individual deliverables within the contract are separated and recognized upon delivery based upon their fair values relative to the total contract value, to the extent that the fair values are readily determinable and the deliverables have stand alone value to the customer (the “relative fair value method”).

A discussion of Nielsen’s revenue recognition policies, by segment, follows:

Marketing Information

Revenue, primarily from retail measurement services and consumer panel services, is recognized on a straight-line basis over the period during which the services are performed and information is delivered to the customer. Software sold as part of these arrangements is considered to be incidental to the arrangements and is not recognized as a separate element.

Nielsen performs customized research projects which are recognized into revenue as value is delivered to the customer. The pattern of revenue recognition for these contracts varies depending on the terms of the individual contracts, and may be recognized proportionally or deferred until the end of the contract term and recognized when the final report has been delivered to the customer.

Media Measurement & Information

Revenue is primarily generated from television audience and internet measurement services and is recognized on a straight-line basis over the contract period, as the service is delivered to the customer. Software sold as part of these arrangements is considered to be incidental to the arrangements and is not recognized as a separate element.

Nielsen Business Media

Single copy revenue for publications, sold via newsstands and/or dealers, is recognized in the month in which the magazine goes on sale. Revenue from printed circulation and advertisements included therein is recognized on the date it is available to the consumer. Revenue from electronic circulation and advertising is recognized over the period during which both are electronically available. The unearned portion of paid magazine subscriptions is deferred and realized on a straight-line basis with monthly amounts recognized on the magazines’ cover date.

For products, such as magazines and books, sold to customers with the right to return unsold items, revenues are recognized when the products are shipped, based on gross sales less an allowance for future estimated returns. Revenue from trade shows and certain costs are recognized upon completion of the event.

Business Combinations

Nielsen accounts for its business acquisitions under the purchase method of accounting. The total cost of acquisitions is allocated to the underlying net assets, based on their respective estimated fair values. Determining

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the fair value of assets acquired and liabilities assumed requires significant judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, asset lives, and market multiples, among other items.

Goodwill and Indefinite-Lived Intangible Assets

Goodwill and other indefinite-lived intangible assets are stated at historical cost less accumulated impairment losses.

Goodwill and other indefinite-lived intangible assets, consisting of certain trade names and trademarks, are tested for impairment on an annual basis and whenever events or circumstances indicate that the carrying amount of assets may not be recoverable. Nielsen reviews the recoverability of its goodwill by comparing the estimated fair values of reporting units with their respective carrying amounts. We established reporting units based on our internal reporting structure. For purposes of testing goodwill for impairment, goodwill has been allocated to reporting units on a pro-rata basis to the fair values of the respective reporting units. The estimates of fair value of a reporting unit, which is generally one level below Nielsen’s operating segments, are determined using a combination of valuation techniques, primarily a discounted cash flow analysis and a market-based approach for the Nielsen Internet reporting unit. A discounted cash flow analysis requires various judgmental assumptions, including assumptions about future cash flows, growth rates and discount rates. The assumptions about future cash flows and growth rates are based on Nielsen’s budget and business plans. Discount rate assumptions are based on an assessment of the risk inherent in the respective reporting units. In estimating the fair values of its reporting units, Nielsen also uses market comparisons and recent comparable transactions. The impairment test for other indefinite-lived intangible assets consists of a comparison of the fair value of the intangible asset with its carrying amount. If the carrying amount of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. The estimates of fair value of trade names and trademarks are determined using a “relief from royalty” discounted cash flow valuation methodology. Significant assumptions inherent in this methodology include estimates of royalty rates and discount rates. Discount rate assumptions are based on an assessment of the risk inherent in the respective intangible assets. Assumptions about royalty rates are based on the rates at which comparable trade names and trademarks are being licensed in the marketplace.

Pension Costs

We provide a number of retirement benefits to Nielsen employees, including defined benefit pension plans and post retirement medical plans. Pension costs, in respect of defined benefit pension plans, primarily represent the increase in the actuarial present value of the obligation for pension benefits based on employee service during the year and the interest on this obligation in respect of employee service in previous years, net of the expected return on plan assets. Differences between this expected return and the actual return on these plan assets and actuarial changes are not recognized in the statement of operations, unless the accumulated differences and changes exceed a certain threshold. The excess is amortized and charged to the statement of operations over, at the maximum, the average remaining term of employee service. We recognize obligations for contributions to defined contribution pension plans as expenses in the statement of operations as they are incurred.

We account for Nielsen retirement plans in accordance with SFAS No. 158, “Employers’ Accounting for Pensions and other Post Retirement Benefits” and, accordingly, the determination of benefit obligations and expenses is based on actuarial models. In order to measure benefit costs and obligations using these models, critical assumptions are made with regard to the discount rate, the expected return on plan assets and the assumed rate of compensation increases. Nielsen provides retiree medical benefits to a limited number of participants in the U.S. and has ceased to provide retiree health care benefits to certain of its Dutch retirees. Therefore, retiree medical care cost trend rates are not a significant driver of post retirement costs for Nielsen. Management reviews these critical assumptions at least annually. Other assumptions involve demographic factors such as the turnover, retirement and mortality rates. Management reviews these assumptions periodically and updates them as necessary.

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The discount rate is the rate at which the benefit obligations could be effectively settled. For Nielsen’s U.S. plans, the discount rate is based on a bond portfolio that includes only long-term bonds with an Aa rating, or equivalent, from a major rating agency. We believe the timing and amount of cash flows related to the bonds in this portfolio is expected to match the estimated payment benefit streams of Nielsen’s U.S. plans. For the Dutch and other non-U.S. plans, the discount rate is set by reference to market yields on high quality corporate bonds.

To determine the expected long-term rate of return on pension plan assets, we consider, for each country, the structure of the asset portfolio and the expected rates of return for each of the components. For Nielsen’s U.S. plans, a 50 basis point decrease in the expected return on assets would increase pension expense on Nielsen’s principal plans by approximately $0.9 million per year. For Nielsen’s primary Dutch plan, a similar 50 basis point decrease in the expected return on assets would increase pension expense on Nielsen’s principal Dutch plans by approximately $2.9 million per year. We assumed that the weighted averages of long-term returns on Nielsen’s pension plans was 6.3% for the Successor period from May 24, 2006 to December 31, 2006 and 6.1% for 2005. The actual return on plan assets will vary from year to year versus this assumption. Although the actual return on plan assets will vary from year to year, we believe it is appropriate to use long-term expected forecasts in selecting our expected return on plan assets. As such, there can be no assurance that our actual return on plan assets will approximate the long-term expected forecasts.

Income Taxes

We operate in over 100 countries worldwide. Over the past five years, we completed many material acquisitions and divestitures, which have generated complex tax issues requiring management to use its judgment to make various tax determinations. We try to organize the affairs of our subsidiaries in a tax efficient manner, taking into consideration the jurisdictions in which we operate. Due to outstanding indemnification agreements, the tax payable on select disposals made in recent years has not been finally determined. Although we are confident that tax returns have been appropriately prepared and filed, there is risk that additional tax may be assessed on certain transactions or that the deductibility of certain expenditures may be disallowed for tax purposes. Our policy is to estimate tax risk to the best of our ability and provide accordingly for those risks and take positions in which a high degree of confidence exists that the tax treatment will be accepted by the tax authorities. The policy with respect to deferred taxation is to provide in full for timing differences using the liability method.

Deferred tax assets and deferred tax liabilities are computed by assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. The carrying value of deferred tax assets is adjusted by a valuation allowance to the extent that these deferred tax assets are not considered to be realized on a more likely than not basis. Realization of deferred tax assets is judgmental and is dependent upon our ability to generate future taxable income in jurisdictions where such assets have arisen. Valuation allowances are recorded in order to reduce the deferred tax assets to the amount expected to be realized in the future. In assessing the adequacy of our valuation allowances, we consider various factors including reversal of deferred tax liabilities, future taxable income, and potential tax planning strategies.

Long-Lived Assets

We are required to assess whether the value of Nielsen’s long-lived assets, including Nielsen buildings, improvements, technical and other equipment, and amortizable intangible assets have been impaired. An assessment is required whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. We do not perform a periodic assessment of assets for impairment in the absence of such information or indicators. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. Recoverability of assets that are held and used is measured by comparing the sum of the future undiscounted cash flows derived from an asset (or a group of assets) to their carrying value. If

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the carrying value of the asset (or the group of assets) exceeds the sum of the future undiscounted cash flows, impairment is considered to exist. If impairment is considered to exist based on undiscounted cash flows, the impairment charge is measured using an estimation of the assets’ fair value, typically using a discounted cash flow method. The identification of impairment indicators, the estimation of future cash flows and the determination of fair values for assets (or groups of assets) requires us to make significant judgments concerning the identification and validation of impairment indicators, expected cash flows and applicable discount rates. These estimates are subject to revision as market conditions and Nielsen’s assessments change.

Nielsen capitalizes software development costs with respect to major internal use software initiatives or enhancements in accordance with Statement of Position 98-1, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use”. The costs are capitalized from the time that the preliminary project stage is completed, and we consider it probable that the software will be used to perform the function intended until the time the software is placed in service for its intended use. Once the software is placed in service, the capitalized costs are generally amortized over periods of three to seven years. If events or changes in circumstances indicate that the carrying value of software may not be recovered, a recoverability analysis is performed based on estimated undiscounted cash flows to be generated from the software in the future. If the analysis indicates that the carrying value is not recoverable from future cash flows, the software cost is written down to estimated fair value and an impairment is recognized. Nielsen estimates are subject to revision as market conditions and Nielsen’s assessments change.

Share-based compensation

We account for share-based awards in accordance with SFAS No.123(R), “Shared-Based Payment,” which, in the Predecessor period, we early adopted as of January 1, 2003 under the modified prospective approach. Share-based compensation expense is primarily based on the estimated grant date fair value using the Black-Scholes option pricing model for awards granted after January 1, 2003. Determining the fair value of stock-based awards at the grant date requires considerable judgment, including estimating the expected term of stock options, expected volatility of our stock, and the number of stock-based awards expected to be forfeited due to future terminations. In addition, for stock-based awards where vesting is dependent upon achieving certain operating performance goals, we estimate the likelihood of achieving the performance goals. Differences between actual results and these estimates could have a material effect on our financial results. We consider several factors in estimating the expected life of our options granted, including the expected lives used by a peer group of companies and the historical option exercise behavior of our employees, which we believe are representative of future behavior. We estimate the stock price volatility on a combination of our formerly publicly traded stock adjusted for its new leverage and estimates of implied volatility of our peer group. The assumptions used in calculating the fair value of share-based awards represent our best estimates, but these estimates involve inherent uncertainties and the application of management judgment.

Factors Affecting Nielsen’s Financial Results

Foreign Currency

Our financial results are reported in U.S. Dollars and are therefore subject to the impact of movements in exchange rates on the translation of the financial information of individual businesses whose functional currencies are other than U.S. Dollars. Approximately 60% (57% in 2005) of our revenues were denominated in U.S. Dollars during 2006. Nielsen’s principal foreign exchange exposure is spread across several currencies, primarily the Euro, British pound, and other currencies representing 12.0%, 4.5%, and 24.3%, respectively, for the Successor period from May 24, 2006 to December 31, 2006; 12.2%, 4.2%, and 23.1%, respectively, for the Predecessor period from January 1, 2006 to May 23, 2006; 17.8%, 6.3%, 20.7%, respectively, in 2005; and 18.5%, 6.6%, 19.8%, respectively, in 2004.

As a result, fluctuations in the value of foreign currencies relative to the U.S. Dollar have a significant effect on Nielsen’s operating results. Based on the combined Successor and Predecessor periods, a one cent change in

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the U.S. Dollar/Euro exchange rate will impact revenues by approximately $5 million, with an immaterial impact on operating income. Impacts associated with fluctuations in foreign currency are discussed in more detail under “—Quantitative and Qualitative Disclosures about Market Risks”. In countries with currencies other than the U.S. Dollar, assets and liabilities are translated into Dollars using end-of-period exchange rates; revenues, expenses and cash flows are translated using average rates of exchange. The average U.S. Dollar to Euro exchange rate was $1.2431 to €1.00 and $1.2565 to €1.00 and $1.23748 to €1.00 for the years ended December 31, 2006, 2005 and 2004, respectively.

Constant currency growth rates used in the following discussion of results of operations eliminate the impact of year-over-year foreign currency fluctuations.

Acquisitions and Investments in Affiliates

For the pro forma year ended December 31, 2006, Nielsen completed several acquisitions for aggregate consideration, net of cash acquired, of $98 million ($29 million for the Successor period from May 24, 2006 to December 31, 2006 and $69 million for the Predecessor period from January 1, 2006 to May 23, 2006). These acquisitions contributed $33 million of revenue and $1 million of operating income for the pro forma year ended December 31, 2006.

On February 5, 2007, Nielsen and Nielsen//NetRatings announced they had entered into a merger agreement by which Nielsen, which already owns approximately 60% of Nielsen//NetRatings, would acquire the Nielsen//NetRatings shares Nielsen does not currently own at a price of $21.00 per share in cash, for a total purchase price of approximately $327 million. The merger is expected to be completed in the second quarter of 2007, subject to customary conditions and approvals. The transaction is subject to shareholder approval; however, Nielsen has agreed to vote all of its shares in favor of the merger, thereby assuring approval of the merger.

In early 2006, we acquired a majority interest in BuzzMetrics, Inc. We currently hold approximately 58% of Nielsen BuzzMetrics’ shares. On April 30, 2007, Nielsen announced an agreement in principle to acquire the remaining BuzzMetrics, Inc. shares subject to the execution of a definitive agreement.

For the year ended December 31, 2005, Nielsen completed several acquisitions for aggregate consideration, net of cash acquired, of approximately $170 million. These acquisitions contributed $22 million of revenue and $5 million of operating income in 2005.

In 2005, we entered into a joint venture with the AGB Group. This arrangement is intended to increase MMI’s coverage internationally, enabling MMI to better serve the needs of media owners with multi national interests. The newly formed entity is AGB Nielsen Media Research, of which we own 50% of the outstanding shares. Accordingly, as of March 1, 2005, Nielsen deconsolidated its international television audience measurement companies, and began accounting for the joint venture under the equity method. Nielsen’s share of the joint venture’s loss for the year was $4 million, and is recorded net of tax in equity in net income of affiliates in the Consolidated Statements of Operations.

For the year ended December 31, 2004, Nielsen completed several acquisitions for aggregate consideration, net of cash acquired, of approximately $96 million. These acquisitions contributed $40 million of revenue and $7 million of operating income in 2004.

Divestitures

Business Media Europe

In December 2006, Nielsen reached an agreement in principle to sell substantially all of its Business Media Europe (BME) unit to 3i Group plc, a private equity and venture capital firm. On February 8, 2007, Nielsen announced it had completed the sale. The cash proceeds of the sale approximated the carrying value as of December 31, 2006. Nielsen’s consolidated financial statements reflect BME’s business as discontinued operations. (See Note 4 to the consolidated financial statements “Business Divestitures” and Note 19 to the consolidated financial statements “Subsequent Events”).

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Directories

In November 2004, Nielsen completed the sale of its Directories segment to World Directories Acquisition Corp., a legal entity owned by funds advised by Apax Partners Worldwide LLP and Cinven Limited, for $2,622 million in cash. The sale resulted in a gain of $756 million, net of income taxes; $1,594 million of the proceeds was used to repay debt in 2005 and $38 million of fees related to the disposition were paid in 2005. The sales price is subject to adjustments based on final agreement on working capital and net indebtedness. In 2005, Nielsen recorded an additional gain of $8 million to reflect the continued negotiation of final settlement amounts. In connection with the sale of Directories, Nielsen indemnified the acquirer from any tax obligations relating to years prior to the divestiture (see Note 16 to the consolidated financial statements “Commitments and Contingencies”).

Results of Operations—Pro Forma 2006, Successor (from May 24, 2006 to December 31, 2006) and Predecessor (from January 1, 2006 to May 23, 2006) periods, and Years Ended December 31, 2005 and 2004

The following table sets forth, for the periods indicated, the amounts included in our Consolidated Statements of Operations:

	Unaudited Pro Forma(1)			Successor			Predecessor
(IN MILLIONS)	Year ended December 31, 2006			Period from May 24, 2006 through December 31, 2006			Period from January 1, 2006 through May 23, 2006			Year ended December 31, 2005			Year ended December 31, 2004
Revenues	$	4,174		$	2,548		$	1,626		$	4,059		$	3,814
Cost of revenues, exclusive of depreciation and amortization		1,989			1,202			787			1,904			1,772
Selling, general and administrative expenses exclusive of depreciation and amortization		1,460			912			554			1,464			1,321
Depreciation and amortization		438			257			126			312			297
Goodwill impairment charges		—			—			—			—			135
Transaction costs		—			—			95			—			—
Restructuring costs		75			68			7			6			36
Operating income		212			109			57			373			253
Interest income		14			11			8			21			16
Interest expense		(654	)		(372	)		(48	)		(130	)		(140	)
(Loss)/gain on derivative instruments		(4	)		5			(9	)		13			178
(Loss)/gain on early extinguishment of debt		(5	)		(65	)		—			(102	)		1
Foreign currency exchange transaction (loss)/gain, net		(74	)		(71	)		(3	)		11			(2	)
Equity in net income of affiliates		12			6			6			9			7
Other income/(expense), net		7			(7	)		14			8			5
(Loss)/income from continuing operations before income taxes and minority interests		(492	)		(384	)		25			203			318
Benefit/(provision) for income taxes		115			105			(39	)		(31	)		(45	)
Minority interests		—			—			—			—			5
(Loss)/income from continuing operations	$	(377	)	$	(279	)	$	(14	)	$	172		$	278

(1) The unaudited pro forma presentation for 2006 reflects the sum of the results for the Successor period from May 24, 2006 to December 31, 2006 following the Valcon Acquisition and the Predecessor period from

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January 1, 2006 to May 23, 2006 preceding the Valcon Acquisition. The 2006 pro forma results are adjusted to reflect the pro forma effect of the Valcon Acquisition and its related financing as if it had occurred on January 1, 2006. Pro forma adjustments include: increased interest expense/(income) ($239 million), reversal of transaction costs directly related to the Valcon Acquisition ($95 million), fees associated with extinguishment of bridge financing ($60 million), increased amortization related to purchase price allocation ($55 million), decreased selling, general and administrative expenses ($6 million) consisting of decreased pension costs related to the Valcon Acquisition ($10 million) and increased sponsor fees ($4 million), and the related income tax effects.

The pro forma basis amounts for the twelve months ended December 31, 2006 are compared to the twelve months ended December 31, 2005 on a historical basis.

The following table sets forth, for the periods indicated, certain supplemental revenue data:

	Unaudited Pro Forma			Successor			Predecessor
(IN MILLIONS)	Year ended December 31, 2006			Period from May 24, 2006 through December 31, 2006			Period from January 1, 2006 through May 23, 2006			Year ended December 31, 2005			Year ended December 31, 2004
Revenues by segment
Marketing Information	$	2,370		$	1,465		$	905		$	2,359		$	2,224
Media Measurement & Information		1,326			819			507			1,213			1,112
Nielsen Business Media		482			266			216			490			479
Corporate		(4	)		(2	)		(2	)		(3	)		(1	)
Total	$	4,174		$	2,548		$	1,626		$	4,059		$	3,814
Marketing Information revenues by service
Retail Measurement Services	$	1,609		$	1,005		$	604		$	1,544		$	1,474
Consumer Panel Services		197			124			73			190			168
Customized Research Services		242			153			89			235			213
Other Services		412			273			139			390			369
Deferred Revenue Adjustment		(90	)		(90	)		—			—			—
Total	$	2,370		$	1,465		$	905		$	2,359		$	2,224
Media Measurement & Information revenues by division
Media	$	1,093		$	673		$	420		$	986		$	898
Entertainment		153			95			58			160			154
Internet Measurement		80			51			29			67			60
Total	$	1,326		$	819		$	507		$	1,213		$	1,112
Revenues by geography
United States	$	2,430		$	1,468		$	962		$	2,343		$	2,190
Other Americas		382			237			145			329			278
The Netherlands		34			22			12			33			63
Other Europe, Middle East & Africa		944			580			364			978			921
Asia Pacific		384			241			143			376			362
Total	$	4,174		$	2,548		$	1,626		$	4,059		$	3,814

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	Unaudited Pro Forma		Successor		Predecessor
	Year ended December 31, 2006		Period from May 24, 2006 through December 31, 2006		Period from January 1, 2006 through May 23, 2006		Year ended December 31, 2005		Year ended December 31, 2004
(% of Revenue)
Revenues by segment
Marketing Information	57	%	57	%	56	%	58	%	58	%
Media Measurement & Information	32	%	32	%	31	%	30	%	29	%
Nielsen Business Media	11	%	11	%	13	%	12	%	13	%
Total Nielsen	100	%	100	%	100	%	100	%	100	%
Marketing Information revenues by service
Retail Measurement Services	38	%	39	%	37	%	38	%	39	%
Consumer Panel Services	5	%	5	%	5	%	5	%	4	%
Customized Research Services	6	%	6	%	5	%	6	%	5	%
Other Services	10	%	11	%	9	%	9	%	10	%
Deferred Revenue Adjustment	(2	)%	(4	)%	—		—		—
Total MI	57	%	57	%	56	%	58	%	58	%
Media Measurement & Information revenues by division
Media	26	%	26	%	26	%	24	%	23	%
Entertainment	4	%	4	%	4	%	4	%	4	%
Internet Measurement	2	%	2	%	1	%	2	%	2	%
Total MMI	32	%	32	%	31	%	30	%	29	%
Nielsen Business Media	11	%	11	%	13	%	12	%	13	%

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The following table sets forth certain 2006 supplemental revenue growth data, on a pro forma basis, with and without the deferred revenue adjustment. The deferred revenue adjustment of $90 million referred to below resulted from the preliminary purchase price allocation. In order to determine the percentage change in items on a constant currency basis, we adjust these items to remove the positive and negative impacts of foreign exchange.

	Unaudited Pro Forma revenue for Year Ended December 31, 2006
(IN MILLIONS)	Pro Forma Revenue Excluding Deferred Revenue Adjustment			Deferred Revenue Adjustment			Unaudited Pro forma Total Revenue
Revenue
Marketing Information	$	2,460		$	(90	)	$	2,370
Media Measurement & Information		1,326			—			1,326
Nielsen Business Media		482			—			482
Corporate		(4	)					(4	)
Total Nielsen	$	4,264		$	(90	)	$	4,174
Revenue growth
Marketing Information		4.3	%		(3.8	)%		0.5	%
Media Measurement & Information		9.4	%		—			9.4	%
Nielsen Business Media		(1.6	)%		—			(1.6	)%
Total Nielsen		5.1	%		(2.2	)%		2.9	%
Revenue growth, constant currency
Marketing Information		4.5	%		(3.8	)%		0.7	%
Media Measurement & Information		9.4	%		—			9.4	%
Nielsen Business Media		(1.8	)%		—			(1.8	)%
Total Nielsen		5.2	%		(2.2	)%		3.0	%

Year ended December 31, 2006 compared to the year ended December 31, 2005

When comparing Nielsen’s results for the pro forma year ended December 31, 2006 with those of the year ended December 31, 2005, the following should be noted:

Items Affecting Operating Income for the Year Ended December 31, 2006

• Nielsen’s consolidated financial statements for the year ended December 31, 2006 reflect the effect of foreign currency exchange rates on operations and several acquisitions.

• Nielsen recorded a $90 million purchase price adjustment to deferred revenue resulting from the purchase accounting for the Valcon Acquisition that reduced revenue at MI in the Successor period from May 24, 2006 to December 31, 2006.

• Nielsen incurred $75 million of restructuring expenses.

• Nielsen recorded $108 million of increased amortization of intangible assets and other assets in 2006 related to certain purchase price adjustments from the Valcon Acquisition.

• Nielsen incurred approximately $53 million in one-time payments in connection with compensation agreements for certain corporate executives.

Items Affecting Operating Income for the Year Ended December 31, 2005

• In 2005, Nielsen settled antitrust litigation with Information Resources, Inc. (“IRI”). The antitrust litigation brought more than ten years ago by IRI against ACNielsen, Dun & Bradstreet and IMS Health, was settled and paid by us on February 16, 2006 for $55 million.

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• In 2005, Nielsen terminated its agreement to merge with IMS Health. A charge of $36 million was recorded related to the failed deal costs of the merger.

• Nielsen realized $17 million in gains from divesting an equity investment, the sale of certain publications and real estate.

• MI recognized $6 million in Project Atlas (as described under “—Restructuring Costs”) restructuring charges.

Revenues

Nielsen Consolidated. Revenues were $2,548 million for the Successor period from May 24, 2006 to December 31, 2006 and $1,626 million for the Predecessor period from January 1, 2006 to May 23, 2006, an overall increase of 2.9% versus $4,059 million for the twelve months ended December 31, 2005. When assessing Nielsen’s financial results, we focus on growth in revenue excluding the effect of the purchase price deferred revenue adjustment from the Valcon Acquisition. Excluding the $90 million deferred revenue adjustment for MI and the foreign exchange impact of less than 0.1%, Nielsen’s revenues on a constant currency basis increased 5.2%. Constant currency revenue increased 4.5% at MI, 9.4% at MMI, partly offset by a 1.8% decrease at NBM.

Marketing Information. Revenues for the Successor period from May 24, 2006 to December 31, 2006 were $1,465 million and $905 million for the Predecessor period from January 1, 2006 to May 23, 2006. Excluding the $90 million deferred revenue adjustments, revenue for MI increased to $2,460 million for the pro forma year ended December 31, 2006 from $2,359 million for the twelve months ended December 31, 2005. Excluding a 0.2% negative impact of foreign exchange and the deferred revenue adjustment, constant currency revenues increased 4.5%. The increase in constant currency is primarily attributable to 4.1% growth in Retail Measurement Services primarily due to growth in Latin America (Brazil, Mexico and Colombia, as well as the Datos acquisition in Venezuela), Emerging Markets (geographic expansion in Russia and growth in Turkey), Asia Pacific (geographical expansion in China and growth in India), Canada (launch of Tobacco Index and higher key account service sales) and the Beverage Data Networks (BDN) and Decisions Made Easy (DME) acquisitions, partially offset by pricing compression in the U.S. and Europe.

Media Measurement & Information. Revenues for the Successor period from May 24, 2006 to December 31, 2006 were $819 million and $507 million for the Predecessor period from January 1, 2006 to May 23, 2006. Revenues for Media Measurement & Information increased to $1,326 million for the pro forma year ended December 31, 2006 from $1,213 million for the year ended December 31, 2005. Foreign exchange had no impact on revenues. Constant currency revenues increased 9.4% with this increase primarily attributable to an 8.6% increase in the Media division, and the positive impact of acquisitions which contributed $14 million, and a revenue increase at Internet Measurement, due in part from patent licensing revenue, partly offset by a 4.3% revenue decline in the Entertainment division.

MMI’s revenue increase was primarily attributable to continued demand for television audience measurement services in the U.S., resulting in a 10.8% revenue increase. Growth in the U.S. was due to price increases, the National People Meter (“NPM”) expansion, the impact of the Local People Meter (“LPM”) rollout in Washington, D.C. and Philadelphia in 2005, the launch of Dallas, Detroit and Atlanta in 2006 and new clients. Nielsen Media Research International’s growth is primarily attributable to the acquisition of an advertising information service business in the Netherlands.

Nielsen Business Media. Revenues for the Successor period from May 24, 2006 to December 31, 2006 were $266 million and $216 million for the Predecessor period from January 1, 2006 to May 23, 2006. Revenues for NBM decreased to $482 million for the pro forma year ended December 31, 2006 from $490 million for the twelve months ended December 31, 2005, or 1.6%. The trade show business experienced 3.5% growth due to growth of several major shows combined with the impact of two biennial shows, offset by a 5.3% decrease at Business Publications reflecting continued weakness in advertising revenue and the sale of certain publications.

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Cost of Revenues, Exclusive of Depreciation and Amortization

Cost of revenues was $1,202 million for the Successor period from May 24, 2006 to December 31, 2006 and $787 million for the Predecessor period from January 1, 2006 to May 23, 2006, an increase of $85 million or 4.5% versus $1,904 million for the twelve months ended December 31, 2005. Excluding the favorable 0.4% impact of foreign exchange, cost of revenues would have increased by 4.9%. Constant currency cost of revenues increased primarily from a 5.8% increase at MI and a 6.3% increase at MMI, which was partly offset by a reduction in costs at NBM of 4.6%.

The 5.8% increase in constant currency cost of revenue at MI was due to overall MI revenue growth combined with higher data collection, retailer cooperation and processing costs associated with our new Tobacco category in Canada, geographic expansion in Russia and China, service enhancement in Japan as well as the impact of acquisitions.

MMI constant currency cost of revenues increased 6.3%, primarily from an increase in costs in Media in the U.S and the impact from the acquisition of Nielsen BuzzMetrics in March 2006. The increased costs were due to the expansion of LPM and NPM in the U.S., primarily from higher personnel costs, increased software maintenance and increased support costs, slightly offset by the 8.8% constant currency expense reduction in NMR International due to the establishment of the AGB Nielsen Media Research joint venture in 2005 and headcount reductions.

NBM constant currency cost of revenues decreased 4.6% due to a reduction in costs as a result of Business Publications decreased number of advertising and editorial pages, efficiency initiatives and a decrease in trade show promotional and rental expense due to cost containment measures.

Selling, General and Administrative Expenses, Exclusive of Depreciation and Amortization

Selling, general and administrative expenses were $912 million for the Successor period from May 24, 2006 to December 31, 2006 and $554 million for the Predecessor period from January 1, 2006 to May 23, 2006 versus $1,464 million for the twelve months ended December 31, 2005. Pro forma assumes the Valcon Acquisition occurred on January 1, 2006. Excluding the less than 0.1% foreign exchange impact, pro forma selling, general and administrative expense for the year ended December 31, 2006 would have been $1,460 million, a slight decrease of 0.2% versus the year ending December 31, 2005. An increase in constant currency pro forma selling, general and administrative expenses at MMI (7.1%) was offset by lower costs at NBM (2.8%) and lower corporate expense in 2006 due to the impact of the IMS Health deal costs and IRI settlement costs incurred in 2005. MI’s 2006 constant currency pro forma selling, general and administrative expenses were flat with 2005.

The constant currency pro forma selling, general and administrative increases at MI resulting from higher client sales and service, continued expansions in Emerging Markets, Asia Pacific and AAC as well as the impact of new acquisitions were largely offset by productivity increases in Europe, in the U.S., Transformation Initiative (as defined below) savings and Project Atlas restructuring charges in 2005.

MMI constant currency pro forma selling, general and administrative costs increased 7.1% due to $11 million in gains in 2005 from the sale of an equity investment and the sale of a building, higher personnel costs in the U.S. in 2006, and acquisitions in 2006, partly offset by lower costs due to the establishment of the AGB Nielsen Media Research joint venture in late 2005 and headcount reductions.

NBM constant currency costs were down 2.8% primarily due to the impact of lower publication revenues and reduced overhead expense.

Depreciation and Amortization

Depreciation and amortization was $257 million for the Successor period from May 24, 2006 to December 31, 2006 and $126 million for the Predecessor period from January 1, 2006 to May 23, 2006 versus

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$312 million for the twelve months ended December 31, 2005. Assuming the Valcon Acquisition occurred on January 1, 2006, pro forma depreciation and amortization for the pro forma year ended December 31, 2006 would have been $438 million, a 40.3% increase over the prior year. Excluding the 0.3% favorable impact of foreign exchange, pro forma depreciation and amortization would have increased 40.6%. The increase was primarily due to $108 million of increased amortization of intangible assets and other assets in 2006 related to certain purchase price adjustments from the Valcon Acquisition and a 16.3% expense growth at NMR U.S. in MMI due primarily from the continued rollout of the LPM and new Active/Passive Meters.

Transaction Costs

On March 8, 2006, Nielsen and Valcon announced the tender offer by Valcon to acquire all outstanding Nielsen shares. In November 2005, in connection with the agreement on the termination of the planned merger of Nielsen and IMS Health, Nielsen agreed to pay $45 million to IMS Health should Nielsen be acquired within 12 months following the termination of the merger. Due to the consummation of the Valcon Acquisition on May 24, 2006, Nielsen incurred $95 million of acquisition related expense during the Predecessor period of January 1, 2006 to May 23, 2006, including the $45 million payment to IMS Health and $41 million for advisory services. These transaction costs are excluded from the pro forma consolidated statements of operations.

Restructuring Costs

Nielsen’s restructuring costs reflect estimates and we reassess the requirements for completing each individual plan under Nielsen restructuring programs at least bi-annually. As discussed in Note 9 to the consolidated financial statements “Restructuring Activities,” we had four major active restructuring plans during the years 2003 through 2006: Transformation Initiative, Corporate Headquarters Restructuring, Marketing Information Europe Restructuring, and Project Atlas Restructuring.

Transformation Initiative. In November 2005 and December 2006, Nielsen announced its intention to expand current cost-saving programs to all areas of Nielsen’s operations worldwide. Nielsen further announced strategic changes as part of a major corporate transformation initiative (“The Transformation Initiative”). This Transformation Initiative is designed to make Nielsen a more successful and efficient enterprise. As such, Nielsen is in the process of reducing costs by streamlining corporate functions, centralizing certain operational and information technology functions, leveraging global procurement, consolidating real estate, and expanding the outsourcing or offshoring of certain other operational and production processes.

Nielsen incurred $67 million in severance and consulting fees during the Successor period from May 24, 2006 to December 31, 2006, and $6 million during the Predecessor period from January 1, 2006 to May 23, 2006. Charges for severance benefits of $48 million during the period from May 24, 2006 to December 31, 2006 relate to outsourcing of operational and back office activities, primarily in Europe and the United States, and rationalizing corporate functions, and will result in headcount reduction of approximately 700 employees. Charges for consulting relate to performance improvement initiatives and are expensed as incurred. The charges for actions taken during 2006 are expected to be settled in cash, primarily during 2007. Additional Transformation Initiative costs are expected to approximate $175 million over 2007 and 2008 related to future projects under this initiative, and will also consist of cash charges. Most of the job eliminations will come from non-client facing activities. We believe we can implement the above cost initiatives by the end of 2008, which we estimate will result in a targeted $125 million of annual run rate cost savings.

Corporate Headquarters. In 2004, Nielsen initiated a restructuring plan in conjunction with the relocation of a portion of the Corporate Headquarters from Haarlem in the Netherlands to New York in the U.S. The relocation is due to changes in Nielsen’s business portfolio (including the sale of Directories) and the fact the majority of Nielsen’s operations are now managed from New York. This plan resulted in a headcount reduction of approximately 40 employees in Haarlem. The 2004 charge of $12 million consisted primarily of severance benefits. Cash payments related to this plan were $2 million in the Successor period from May 24, 2006 to

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December 31, 2006 and $1 million in the Predecessor period from January 1, 2006 to May 23, 2006, $6 million for the twelve months ended December 31, 2005, and are expected to be $2 million thereafter.

Marketing Information Europe. In December 2004, we initiated a restructuring plan within MI to improve the competitiveness of the European retail measurement business. The 2004 charge of $14 million was entirely for severance benefits associated with headcount reductions of 81 employees in Europe. Cash outlays related to this plan totaled $2 million in the Successor period from May 24, 2006 to December 31, 2006, $2 million in the Predecessor period from January 1, 2006 to May 23, 2006, and $9 million for the twelve months ended December 31, 2005. The MI Europe restructuring plan has generated savings of $6 million in 2006 and is expected to generate similar savings going forward.

Project Atlas. In December 2003, we launched Project Atlas, a multi-year business improvement program in MI. This program was designed to enable MI to better meet client needs, improve operational efficiency, accelerate revenue growth through the introduction of new products and services and increase operating margins. Primarily concentrated in MI’s North American operations, Project Atlas activities are expected to streamline key operational processes to enhance quality and lower production costs, create a more streamlined and state-of-the-art technology platform and use global purchasing power to achieve cost efficiencies.

Project Atlas charges of $6 million in 2005, and $10 million in 2004, were entirely for severance benefits. Through December 31, 2006 headcount has been reduced by approximately 600 in connection with Project Atlas. Cash outlays related to this plan totaled $4 million in the Successor period from May 24, 2006 to December 31, 2006, $2 million in the Predecessor period from January 1, 2006 to May 23, 2006 and $11 million and $12 million for the years ended December 31, 2005, and 2004, respectively.

The above estimate of cost savings is based on Nielsen’s good faith estimate, but the actual amount of cost savings we achieve in the aggregate may be greater or less than the estimate set forth above. We may not realize the anticipated cost savings related to Transformation Initiative pursuant to the anticipated timetable or at all. In connection with all of the restructuring actions discussed above, severance benefits were computed pursuant to the terms of local statutory minimum requirements in labor contracts or similar employment agreements.

Operating Income

Operating income for the Successor period from May 24, 2006 to December 31, 2006 was $109 million and $57 million for the Predecessor period from January 1, 2006 to May 23, 2006. As a result of the factors discussed above, pro forma operating income for the period ended December 31, 2006 was $212 million versus $373 million for the period ended December 31, 2005. Excluding a 0.6% positive impact of foreign exchange, pro forma operating income decreased 43.8%. On a pro forma basis and excluding the above items from the respective 2006 and 2005 operating results, Nielsen’s 2006 constant currency pro forma operating income increased 17.5% versus prior year. Excluding the items listed above, constant currency pro forma operating income increased 19.6% at MI, 24.6% at MMI and 10.1% at NBM.

Interest Income and Expense

Interest income was $11 million for the Successor period from May 24, 2006 to December 31, 2006 and $8 million for the Predecessor period from January 1, 2006 to May 23, 2006. On a pro forma basis, interest income decreased by $7 million to $14 million in 2006 versus $21 million in 2005 due to lower cash balances for 2006 versus 2005. Interest expense was $372 million for the Successor period from May 24, 2006 to December 31, 2006 and $48 million for the Predecessor period from January 1, 2006 to May 23, 2006. On a pro forma basis, interest expense increased to $654 million for the pro forma year ended December 31, 2006 from $130 million for the year ended December 31, 2005. The increase in interest expense was related to the financing of the Valcon Acquisition. See “—Liquidity and Capital Resources.”

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Gain/(Loss) on Derivative Instruments

The gain on derivative instruments of $5 million for the Successor period from May 24, 2006 to December 31, 2006 was offset by a loss of $9 million for the Predecessor period from January 1, 2006 to May 23, 2006, resulting in an overall pro forma net loss of $4 million versus $13 million gain for the year ended December 31, 2005. The decrease resulted from an unfavorable currency movement versus the prior period.

Loss on Early Extinguishment of Debt

A $65 million loss on early extinguishment of debt was recorded in the Successor period from May 24, 2006 to December 31, 2006, a decrease from the $102 million loss for the twelve months ended December 31, 2005. There were no gains or losses in the Predecessor period from January 1, 2006 to May 23, 2006. The 2005 loss represents the loss on the debt buy back in the first quarter of 2005 from the proceeds from the sale of the Directories divestiture in 2004. The 2006 loss resulted from the write-off of deferred financing costs related to the repayment of the senior secured bridge facility at Valcon (entered into to complete the Valcon Acquisition and subsequently repaid in August) and the debt refinancing in August that replaced the senior secured bridge facility. The 2006 loss reflects $60 million relating to the settlement of the senior secured bridge facility which is excluded from the pro forma consolidated statement of operations.

Foreign Currency Exchange Transaction (Loss)/Gain

Foreign currency exchange resulted in a $71 million loss recorded in the Successor period from May 24, 2006 to December 31, 2006 and a $3 million loss for the Predecessor period from January 1, 2006 to May 23, 2006 versus a foreign currency exchange gain of $11 million for the year ended December 31, 2005. The 2006 loss was due to short-term intercompany loans and currency exchange on Euro denominated debt in the U.S.

Equity in Net Income of Affiliates

Equity in net income of affiliates was $6 million in the Successor period from May 24, 2006 to December 31, 2006 and $6 million in the Predecessor period from January 1, 2006 to May 23, 2006 versus $9 million for the year ended December 31, 2005.

Other (Expense)/Income, net

Other expense for the Successor period from May 24, 2006 to December 31, 2006 was $7 million and income of $14 million for the Predecessor period from January 1, 2006 to May 23, 2006 versus $8 million income for the twelve months ended December 31, 2005.

(Loss)/Income from Continuing Operations before Income Taxes and Minority Interests

Loss from continuing operations before income taxes and minority interest was $384 million for the Successor period from May 24, 2006 to December 31, 2006 and income of $25 million for the Predecessor period from January 1, 2006 to May 23, 2006. On a pro forma basis, the loss was $492 million for 2006 versus income of $203 million for the year ended December 31, 2005.

The pro forma variance primarily reflects the higher interest expense on higher borrowings, the deferred revenue adjustment in MI, the restructuring expenses related to the Transformation Initiative, the incremental compensation charges related to new compensation arrangements to certain executives, and increased amortization of intangible assets and other assets related to certain purchase price adjustments from the Valcon Acquisition, partly offset by improved operating performance.

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Benefit/(Provision) for Income Taxes

We operate in more than 100 countries around the world and our earnings are taxed at the applicable income tax rate in each of these countries.

Pro forma income taxes reflect the tax effect of the pro forma adjustments on a consolidated company basis. The tax benefits were based on the statutory tax rates in the jurisdictions related to the adjustments, taking into consideration the non-deductible nature of certain expenses.

Income taxes, expressed as a percentage of income from continuing operations before income taxes, equity in net income of affiliates and minority interests (effective tax rate) were a benefit of 26.9% for the Successor period May 24, 2006 to December 31, 2006, 205.3% for the Predecessor period January 1, 2006 to May 23, 2006 and 16.0% in 2005.

The total effective tax rate for the Successor period was lower than the Dutch statutory rate primarily due to the lack of income tax benefit on the one-time interest expense related to the Valcon senior secured bridge facility. The rate in the 2006 Successor period was also influenced by changes in estimates related to global tax contingencies.

The total effective tax rate for the 2006 Predecessor period was higher than the Dutch statutory tax rate primarily due to the low tax benefit under the favorable tax regime in the Netherlands on certain of the transaction costs related to the Valcon Acquisition and payments to IMS Health (see Note 16 to the consolidated financial statements). The Predecessor effective tax rate in all periods is also influenced by losses in jurisdictions where no tax benefit was recognized due to increases in valuation allowances.

The 2005 total effective tax rate was impacted by the release of provisions for certain income tax exposures as a result of the completion of a tax audit in the Netherlands resulting in a settlement of certain items affecting the years 2000 through 2006. These issues were primarily related to the Dutch taxation of Nielsen’s financing activities. Furthermore, Nielsen reduced the provision for other income tax exposures related to transfer-pricing issues based on the expiration of various jurisdictional statutes of limitation and the successful defense of the inter-company charges in tax audits in several jurisdictions. The effective tax rate was also influenced by releases of valuation allowances on deferred tax assets, as several jurisdictions were able to demonstrate the ability to realize these assets, and by other favorable adjustments related to the finalization of the Dutch income tax returns. Finally, the 2005 rate was adversely impacted by the lower tax benefit related to the favorable Dutch tax regime on the loss on the repurchase of debt in 2005.

Our future effective tax rates could be adversely affected by earnings being lower than anticipated in countries where Nielsen has lower statutory rates and higher than anticipated in countries where Nielsen has higher statutory rates, by changes in the valuation of Nielsen’s deferred tax assets, or by changes in tax laws, regulations, accounting principles, or interpretations thereof.

Discontinued Operations

Loss from discontinued operations after tax was $17 million for the Successor period from May 24, 2006 to December 31, 2006 and no gain or loss for the Predecessor period from January 1, 2006 to May 23, 2006 versus $7 million of income for the twelve months ended December 31, 2005. The 2006 result relates to the loss in Nielsen’s BME business.

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Results of Operations—Years Ended December 31, 2005 and December 31, 2004

The following table sets forth 2005 supplemental revenue growth data, on both a reported and constant currency basis. In order to determine the percentage change in items on a constant currency basis, we adjust these items to remove the positive and negative effects of foreign exchange. All percentages are calculated using actual amounts.

	Predecessor
(IN MILLIONS)	2005 Revenue			2004 Revenue
Revenue, as reported
Marketing Information	$	2,359		$	2,224
Media Measurement & Information		1,213			1,112
Nielsen Business Media		490			479
Corporate		(3	)		(1	)
Total Nielsen	$	4,059		$	3,814
	Predecessor
	Constant Currency 2005 vs. 2004			Reported 2005 vs. 2004
Revenue growth
Marketing Information		3.4	%		6.1	%
Media Measurement & Information		8.7	%		9.0	%
Nielsen Business Media		1.9	%		2.2	%
Total Nielsen		4.7	%		6.4	%

Year ended December 31, 2005 compared to the year ended December 31, 2004

When comparing Nielsen’s results for the year ended December 31, 2005 with those of the year ended December 31, 2004, the following should be noted:

Items Affecting Operating Income for the year ended December 31, 2005

• Nielsen’s consolidated financial statements for the year ended December 31, 2005 reflect the effect of foreign currency exchange rates on operations and several acquisitions.

• In 2005, Nielsen settled antitrust litigation with IRI. The antitrust litigation was settled and paid by Nielsen on February 16, 2006 for $55 million.

• In 2005, Nielsen terminated its agreement to merge with IMS Health. A charge of $36 million was recorded related to the failed deal costs of the merger.

• Nielsen realized $17 million in gains from divesting an equity investment, the sale of certain publications and real estate.

• MI incurred $6 million in Project Atlas restructuring charges.

Items Affecting Operating Income for the year ended December 31, 2004

• Nielsen’s consolidated financial statements for the year ended December 31, 2004 reflect the effect of foreign currency exchange rates on operations and several acquisitions.

• During 2004, Nielsen recorded an impairment charge of $135 million to reduce the carrying value of goodwill in the Entertainment reporting unit within MMI.

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• Nielsen incurred $36 million in restructuring costs.

• Nielsen reversed a $17 million accrual for a New York sublease.

• Nielsen realized $8 million from the gain on sale of subsidiaries and real estate.

Revenues

Nielsen Consolidated. Revenues increased 6.4% to $4,059 million in 2005 from $3,814 million in 2004. Excluding a 1.7% positive impact of foreign exchange, primarily related to the weakening of the U.S. dollar versus the Euro, revenues on a constant currency basis increased 4.7%. Constant currency revenue grew at all three businesses, MI by 3.4%, MMI by 8.7% and NBM by 1.9%.

Marketing Information. Revenues for MI increased 6.1% to $2,359 million in 2005 from $2,224 million in 2004. Excluding a positive impact of foreign exchange of 2.7%, revenue would have increased 3.4%. The increase was attributable to growth in all of the product lines, primarily Retail Measurement Services, and to a lesser extent Consumer Panel Services and Customized Research Services. Retail Measurement Services increased 1.9% in constant currency due to increased sales of key account data, increased category and channel penetration and increased coverage, primarily in Latin America and Emerging Markets. Consumer Panel Services revenue increased 10.4% in constant currency, primarily from growth in MegaPanel, the consumer direct service and ad hoc custom projects. Customized Research Services increased 7.4% in constant currency due primarily to the growth in most markets in Asia Pacific and increased penetration of proprietary products in emerging markets. Advisory services increased 4.0% in constant currency mostly driven by BASES’ international markets, especially Asia Pacific and Canada.

Media Measurement & Information. Revenues for MMI increased 9.0% to $1,213 million in 2005 from $1,112 million in 2004. Excluding a positive foreign currency impact, constant currency revenue would have increased by 8.7%. The increase in constant currency revenue was primarily due to 9.3% growth in Media, and to a lesser extent, a 13.3% increase in Internet Measurement and a 4.2% increase at Entertainment.

Media’s constant currency increase was due to steady demand for Nielsen Media Research’s television audience measurement services in the U.S., with a 12.9% increase, partly offset by a 14.3% decrease outside of the U.S. Growth in the U.S. was due to price increases, 90% completion of the expansion of the NPM sample, the full year impact of the four markets launched in 2004 and two new markets launched in 2005, from the continued implementation of the LPM technology and the addition of new clients and business. The decrease in Nielsen Media Research’s revenue outside of the U.S. was due to the establishment of the AGB Nielsen Media Research joint venture by AGB and Nielsen Media Research International. The joint venture’s results were recorded in equity in net income of affiliates from March 2005.

Constant currency revenue grew 13.3% for Nielsen//NetRatings (approximately 60% ownership pending merger to complete 100% ownership). The increase in revenue was primarily due to new business sales of products and services based on Nielsen//NetRatings’ MegaPanel, the launch of new product offerings, and price increases for existing products and services.

Nielsen Entertainment’s revenue increased 4.2% on a constant currency basis, primarily due to syndicated and custom analysis product offerings in entertainment consulting services and measurement businesses for film, home entertainment, music, book and video game industries. The increase was also due to the full year impact of the acquisition of the remaining approximately 50% interest in Music Control Europe (Aircheck) in 2004, new product development, process reengineering and strategic alliances.

Nielsen Business Media. Revenues for NBM increased 2.2%, to $490 million in 2005 from $479 million in 2004. Excluding the slightly positive impact of foreign exchange, constant currency revenue increased 1.9%. The constant currency increase was due primarily to a 9.8% growth in trade show business partly offset by a 3.0% decrease in Business Publications.

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The trade show business increased in constant currency due to improved product offerings, realignment and growth at existing shows, and the launch of new events in 2005. Net square feet of floor space used and attendance at events in 2005 increased from the prior year. Ten new trade shows were launched in 2005 versus seven in 2004. Three shows were cancelled in 2005 and one was cancelled in 2004.

Nielsen’s Business Publications revenue in the U.S. decreased 3.0% from the prior year in constant currency, due to lost revenue from seven divested titles, and lower advertising related revenues from Nielsen’s other titles.

Cost of Revenues, Exclusive of Depreciation and Amortization

Cost of revenues increased to $1,904 million in 2005, from $1,772 million in 2004, an increase of 7.4%. Excluding the 2.0% increase from foreign exchange, cost of revenues would have increased 5.4%. Constant currency cost of revenues increased at MI by 5.3%, MMI by 6.6%, and at NBM of 2.5%.

Cost of revenues in constant currency increased at MI 5.3% due to higher data collection and processing costs, the roll-out of the new factory in Europe, increased retailer cooperation expenses due to channel and geographic expansion, and higher pension costs in Europe. This increase in constant currency was partly offset by lower outsourced data processing costs, decreased data collection costs resulting from the higher penetration of e-panel at BASES.

MMI constant currency cost of revenues increased 6.6% primarily due to the costs associated with the corresponding growth in revenue, partly offset by savings in Entertainment and Internet. In Media, costs increased due to expansion of the LPM and NPM in the U.S., primarily from staffing, commission, pre-development software costs and maintenance expenses, partly offset by lower costs in International due to the 2005 formation of the AGB Nielsen Media Research joint venture. The 5.0% decrease in Entertainment in constant currency costs was due primarily to personnel and monitoring cost savings at Music, and to lower intercept costs and savings due to a change in the product revenue mix at Film and Home Entertainment. The decrease in costs at Internet was primarily due to lower overall panel recruitment costs, the elimination of the Hispanic panel in the third quarter of 2004, partly offset by expansion of the scope of information for MegaPanel and additional expenses related to certain custom research projects.

NBM constant currency cost of revenues increased 2.5% as a result of ten new shows and the continued growth at many of the existing shows at trade shows in 2005, partly offset by a reduction of manufacturing costs at Business Publications due to lower revenues.

Selling, General and Administrative Expenses, Exclusive of Depreciation and Amortization

Selling, general and administrative costs increased to $1,464 million in 2005, from $1,321 million in 2004, an increase of 10.7%. Excluding the 1.5% decrease from foreign exchange, selling, general and administrative costs would have increased 9.2%. The increase in constant currency was primarily due to higher costs at corporate and 1.2% at MI, and 2.4% at MMI, offset by a decrease in NBM of 4.5%.

Corporate and other costs increased from 2004 primarily due to the settlement of the antitrust litigation with IRI and payment of the IMS Health deal costs for the failed acquisition in 2005. The antitrust litigation brought on more than 10 years ago by IRI, against ACNielsen, Dun & Bradstreet and IMS Health, was settled and paid by Nielsen on February 16, 2006. A charge of $55 million was taken to expense in 2005. During 2005, Nielsen was in merger negotiations with IMS Health. In 2005, Nielsen terminated its agreement to merge with IMS Health. Nielsen incurred approximately $36 million in deal costs relating to the IMS Health merger. Corporate costs also increased in 2005, compared with 2004, as 2004 included the reversal of a portion of an accrual for a New York City real estate sub-lease due to the improvement in the real estate market in 2004.

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The increase in constant currency of 1.2% at MI was due to higher client service and sales costs in BASES, Latin America, Emerging Markets and Canada, higher personnel costs in Canada and higher facility costs at BASES. The increase was partly offset primarily from human resources and marketing savings in Europe and to a lesser extent, a reduction of consulting and personnel related costs in the U.S.

MMI constant currency costs increased 2.4% primarily due to higher expenses at Internet, Entertainment and Media in the U.S., partly offset by a 20.3% expense reduction at Nielsen Media Research International due to the establishment of the AGB Nielsen Media Research joint venture. Internet costs increased 21.3% due to higher personnel costs for product marketing and analytics in 2005 due to business growth, a severance charge in 2005 and the 2004 impact from the one-time insurance settlement related to patent litigation that reduced Nielsen//NetRatings’ expenses that year. Entertainment costs increased 9.0% resulting from higher costs for the sales group at EDI, and higher personnel costs. Expense grew at Media in the U.S. due to additional consulting costs, higher community/public relations costs and costs to support digital technology, partly offset by reduced legal fees and the sale of MRP in the prior year.

NBM constant currency costs decreased 4.5%, due to a reduction in headcount of 7.3% at Business Publications.

Depreciation and Amortization

Depreciation and amortization costs increased to $312 million in 2005 from $297 million in 2004, representing an increase of 5.3%. Excluding the 2.6% increase from foreign exchange, expenses would have increased 2.7%. The increase in constant currency was primarily due to higher costs at MMI of 4.0% and MI of 5.2%. The expense variances at NBM and Corporate were not significant.

MMI increases were due to the implementation of the National Expansion and LPM service into two new markets in 2005 and the full year impact of the LPM service in four markets entered into in 2004 and the introduction of Active/Passive meter technology in 2005. The increase in costs at MI was primarily the result of higher software amortization costs.

Goodwill Impairment Charges

During 2004, Nielsen performed its annual impairment test for goodwill and recorded a non-cash charge of $135 million. This impairment charge reduced the carrying value of goodwill in the Entertainment reporting unit within MMI. The charge reflects the impact of increased competition and client consolidation in the film sector and deterioration of the music market resulting from increased piracy, including the illegal duplication of compact discs. This test was also performed in 2005 and no further charges were required.

Operating Income

Operating income for the year ended December 31, 2005 was $373 million, or a 47.8% increase from the $253 million operating income for the year ended December 31, 2004 due to the factors discussed above. Excluding the 2.7% positive impact of foreign exchange, operating income would have increased by 45.1% from 2004 to 2005. Excluding these items and adjusting 2005 and 2004 on a comparable basis, Nielsen’s 2005 constant currency operating income increased 13.1% versus prior year. Excluding the items above, constant currency operating income increased 4.1% at MI, 24.9% at MMI, and 11.1% at NBM.

Interest Income and Expense

Interest income increased by $5 million, an increase of 31.4%, from 2004 to 2005 due to more favorable cash positions globally that generated higher interest income in 2005, partly offset by a negative impact of foreign exchange. Interest expense decreased 6.9% from 2004 to 2005, as a result of debt reductions at the end of 2004 and throughout 2005.

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Gain/(Loss) on Derivative Instruments

Our gain on derivative instruments decreased to $13 million in 2005 from $178 million in 2004. The decline was largely a result of recording changes in the fair value of hedges in equity, as described below.

Nielsen uses derivative instruments principally to manage the risk associated with movements in foreign currency exchange rates and the risk that changes in interest rates will affect the fair value or cash flows of Nielsen’s debt obligations. To qualify for hedge accounting, the hedging relationship must meet several strict conditions with respect to documentation, probability of occurrence, hedge effectiveness and reliability of measurement. As such documentation was not in place as of December 31, 2004, no derivative instruments outstanding qualified for hedge accounting prior to that date.

See Note 1 to the consolidated financial statements “Description of Business and Basis Presentation”, Note 8 to the consolidated financial statements “Derivative Financial Instruments”, and “Quantitative and Qualitative Disclosures about Market Risk” for additional information regarding accounting for derivative instruments.

Loss on Early Extinguishment of Debt

The loss of $102 million in 2005 was due to a debt buy back versus a $1 million gain in 2004. The debt buy back was funded in part by the proceeds of the Directories divestiture in 2004.

Income/(Loss) from Continuing Operations before Income Taxes and Minority Interests

Income from continuing operations before income taxes and minority interests declined to $203 million in 2005 from $318 million in 2004. The decline is mainly due to the reduced derivative gain in 2005 versus 2004 ($165 million), loss on early extinguishment of debt of $102 million and $91 million of increased costs from the settlement of the antitrust agreement with IRI and payment of the IMS Health failed deal costs. This is partially offset by the goodwill impairment charge recorded in 2004 ($135 million), lower 2005 restructuring costs ($30 million) and the year over year improvement in group performance as detailed above.

Benefit/(Provision) for Income Taxes

Income taxes, expressed as a percentage of income from continuing operations before income taxes, equity in net income of affiliates and minority interests (effective tax rate) were 16.0% in 2005 and 14.5% in 2004.

The 2005 total effective tax rate was impacted by the release of provisions for certain income tax exposures as a result of the completion of a tax audit in the Netherlands resulting in a settlement of certain items affecting the years 2000 through 2006. These issues were primarily related to the Dutch taxation of Nielsen’s financing activities. Furthermore, Nielsen reduced the provision for other income tax exposures related to transfer-pricing issues based on the expiration of various jurisdictional statutes of limitation and the successful defense of the inter-company charges in tax audits in several jurisdictions. The effective tax rate was also influenced by releases of valuation allowances on deferred tax assets, as several jurisdictions were able to demonstrate the ability to realize these assets, and by other favorable adjustments related to the finalization of the Dutch income tax returns. Finally, the 2005 rate was adversely impacted by the lower tax benefit related to the favorable Dutch tax regime on the loss on the repurchase of debt in 2005.

The lower total effective tax rate in 2004 is primarily due to a change in the mix of Dutch vs. non-Dutch earnings and to reversals of certain valuation allowances that were no longer required.

Minority Interests

Minority interests decreased from income of $5 million in 2004 to $0 million in 2005 as a result of improved performance and reduction of the loss at Nielsen//NetRatings.

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Discontinued Operations

The total of income from discontinued operations, net of tax and gain (loss) on sales of discontinued operations, net of tax, decreased from $845 million in 2004 to $7 million in 2005. See Note 4 to the consolidated financial statements “Business Divestitures”.

Liquidity and Capital Resources

Overview

Since the Valcon Acquisition and related financing, our contractual obligations, commitments and debt service requirements over the next several years are significant and are substantially higher than historical amounts. Our primary source of liquidity will continue to be cash generated from operations as well as existing cash.

We believe we will have available resources to meet both our short-term and long-term liquidity requirements, including debt service. We expect the cash flow from Nielsen’s operations, combined with the available revolving credit facility, to provide sufficient liquidity to fund our current obligations, projected working capital requirements, restructuring obligations, and capital spending over the next twelve months.

The Transactions

In connection with the Valcon Acquisition in May 2006, Valcon entered into a Senior secured bridge facility (“Valcon Bridge Loan”) under which Valcon had borrowed $6,164 million as of August 2006 when the Valcon Bridge Loan was settled and replaced with permanent financing consisting of (i) senior secured credit facilities consisting of seven-year $4,175 million and €800 million senior secured term loan facilities and a six-year $688 million senior secured revolving credit facility and (ii) debt securities, consisting of $650 million 10% and €150 million 9% Senior Notes due 2014 of Nielsen Finance LLC and Nielsen Finance Co., $1,070 million 12.5% Senior Subordinated Discount Notes due 2016 of Nielsen Finance LLC and Nielsen Finance Co. and €343 million 11.125% Senior Discount Notes due 2016 of The Nielsen Company B.V.

Senior Secured Credit Facilities

The senior secured credit facilities consist of seven-year $4,175 million and €800 million senior secured term loan facilities, with the entire amounts borrowed and a six-year $688 million senior secured revolving credit facility under which no amounts were outstanding at December 31, 2006. The senior secured revolving credit facility of Nielsen Finance LLC and, The Nielsen Company (US), Inc. and Nielsen Holding and Finance B.V. can be used for revolving loans, letters of credit and for swingline loans, and is available in U.S. Dollars, Euros and certain other currencies.

We are required to repay installments on the borrowings under the senior secured term loan facility in quarterly principal amounts of 0.25% of their original principal amount commencing December 2006, with the remaining amount payable on the maturity date of the term loan facilities. Borrowings under the senior secured credit facilities bear interest at a rate equal to an applicable margin plus, at our option, various base rates. The applicable margin for borrowings under the senior secured credit facilities may be reduced subject to us attaining certain leverage ratios. We pay a quarterly commitment fee of 0.5% on unused commitments under the senior secured revolving facility. The applicable commitment fee rate may be reduced subject to us attaining certain leverage ratios. In January 2007, the terms of the senior secured term loan facilities were modified resulting in a 50 and 25 basis point reduction of the applicable margin on the $4,175 million and €800 million senior secured term loan facilities, respectively.

Our senior secured credit facilities are guaranteed by Nielsen, all of our wholly owned U.S. subsidiaries, and certain of our non-U.S. wholly-owned subsidiaries and is secured by substantially all of the existing and future

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property and assets (other than cash) of Nielsen’s U.S. subsidiaries and by a pledge of the capital stock of the guarantors, the capital stock of Nielsen’s U.S. subsidiaries and of the guarantors, and up to 65% of the capital stock of certain of Nielsen’s non-U.S. subsidiaries. Under a separate security agreement substantially all of the assets of Nielsen are pledged as collateral for amounts outstanding under the senior secured credit facilities.

Our senior secured credit facilities contain a number of covenants that, among other things, restrict, subject to certain exceptions, Nielsen Holding and Finance B.V. and its restricted subsidiaries’, all of our wholly owned U.S. subsidiaries (which together constitute most of Nielsen’s subsidiaries) ability to incur additional indebtedness or guarantees, incur liens and engage in sale and leaseback transactions, make certain loans and investments, declare dividends, make payments or redeem or repurchase capital stock, engage in certain mergers, acquisitions and other business combinations, prepay, redeem or purchase certain indebtedness, amend or otherwise alter terms of certain indebtedness, sell certain assets, transact with affiliates, enter into agreements limiting subsidiary distributions and alter the business that Nielsen Holding and Finance B.V. (formerly known as VNU Holding and Finance B.V.) and its restricted subsidiaries conduct. In addition, after an initial grace period, Nielsen Holding and Finance B.V. and its restricted subsidiaries are required, beginning with the twelve month period ending September 30, 2007, to maintain a maximum total leverage ratio and a minimum interest coverage ratio. The senior secured credit facilities also contain certain customary affirmative covenants and events of default.

Debt Securities

Nielsen Finance LLC and Nielsen Finance Co. (together “Nielsen Finance”), our wholly-owned subsidiaries, issued $650 million 10% and €150 million 9% Senior Notes due 2014 (the “Senior Notes”). Interest is payable on the Senior Notes semi-annually commencing in February 2007.

Nielsen Finance also issued $1,070 million 12.5% Senior Subordinated Discount Notes due 2016 (“Senior Subordinated Discount Notes”) for $585 million. Interest accretes through 2011 and is payable semi-annually commencing February 2012.

The indentures governing the Senior Notes and Senior Subordinated Discount Notes limit Nielsen Holding and Finance B.V. and its restricted subsidiaries (which together constitute most of Nielsen’s subsidiaries) ability to incur additional indebtedness, pay dividends or make other distributions or repurchase our capital stock, make certain investments, enter into certain types of transactions with affiliates, use assets as security in other transactions and sell certain assets or merge with or into other companies subject to certain exceptions. Upon a change in control, Nielsen Finance is required to make an offer to redeem all of the Senior Notes and Senior Subordinated Discount Notes at a redemption price equal to the 101% of the aggregate accreted principal amount plus accrued and unpaid interest. The Senior Notes and Senior Subordinated Discount Notes are jointly and severally guaranteed by Nielsen, all of our wholly owned U.S. subsidiaries, and certain of our non-U.S. wholly-owned subsidiaries.

We received proceeds of €200 million ($257 million) on the issuance of the €343 million 11.125% senior discount notes due 2016 (“Senior Discount Notes”). Interest on these notes accretes through 2011 and is payable semi-annually commencing February 2012. The Senior Discount Notes are senior unsecured obligations and rank equal in right of payment to all of Nielsen’s existing and future senior indebtedness. The Senior Discount Notes are effectively subordinated to Nielsen’s existing and future secured indebtedness to the extent of the assets securing such indebtedness and will be structurally subordinated to all obligations of Nielsen’s subsidiaries.

If Nielsen and Nielsen Finance have not exchanged the Senior Notes, Senior Subordinated Discount Notes and Senior Discount Notes for registered notes with substantially the same terms or a shelf registration statement is not declared effective by the SEC for the exchange by August 18, 2007 the interest rate on each series of the respective notes will increase by 0.25% annually and an additional 0.25% for each subsequent 90-day period the notes are not registered up to a maximum of 1.0% per year.

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Use of Proceeds of Transactions and other Financing Transactions

In connection with the Transactions discussed above, as well as with the use of available cash on hand and equity contributed to Valcon by the Sponsors, we entered into the following transactions in 2006:

• the cancellation of our €1,000 ($1,230) million committed revolving credit facility, due 2010 (nothing was outstanding);

• the repayment of all amounts outstanding under the Valcon Bridge Facility and the purchase and/or cancellation of certain of Nielsen’s shares;

• the repurchase of substantially all of Nielsen Media Research’s $150 million 7.60% debenture loan due 2009, and the repurchase and/or redemption of €148 ($190) million remaining outstanding aggregate principal amount of Nielsen’s €150 million private placement debenture loan due 2006, €500 ($642) million aggregate principal amount of Nielsen’s 6.625% debenture loan due 2007, NLG 600 ($350) million aggregate principal amount of Nielsen’s 5.50% debenture loan due 2008 and €49 ($63) million remaining outstanding aggregate principal amount of Nielsen’s €600 million 6.75% debenture loan due 2008, in each case pursuant to a tender offer and consent solicitation;

• the repayment of the remaining $167 million of the NLG 500 million subordinated private placement loans; and

• the redemption of our series B preferred stock and related dividends for $132 million.

EMTN Program and Other Financing Arrangements

We have a Euro Medium Term Note program (“EMTN”) program in place. All debt securities and most private placements are quoted on the Luxembourg Stock Exchange. At December 31, 2006 and 2005, amounts with carrying values of $706 million and $854 million, respectively, of the program amount were issued under the EMTN program. There are no additional amounts available for borrowing under this program as of December 31, 2006.

Unrelated to the August 2006 permanent financing, a nominal amount of €333 million, €550 million and €267 million of the €1,150 million 1.75% convertible debenture loan due 2006 was repurchased and subsequently cancelled during 2006, 2005, and 2004, respectively. Additionally, in January 2005, we settled a nominal amount of €551 million ($721 million) of the €600 million 6.75% EMTN debenture loan due 2008 and paid cash of €625 million ($818 million).

During February 2007 we completed the sale of our VNU Business Media Europe (BME) unit for $414 million. We applied $328 million of the BME sale proceeds toward making a mandatory pre-payment on the €800 million senior secured term loan facility. By making this pre-payment, we are no longer required to pay the scheduled 0.25% quarterly installments for the remainder of the term of the €800 million senior secured term loan facility.

As a result of the Transactions and our existing financing arrangements, Nielsen is highly leveraged and the debt service requirements are significant. As of December 31, 2006, Nielsen had outstanding $7,973 million in aggregate indebtedness. Nielsen’s cash interest paid for the period May 24, 2006 through December 31, 2006 was $167 million.

Cash Flows 2006 versus 2005

We based the following cash flow discussion on the sum of amounts reported for the Predecessor period from January 1, 2006 to May 23, 2006 and for the Successor period from May 24, 2006 to December 31, 2006. This combination does not comply with U.S. GAAP or with the rules for pro forma presentation, but is presented in this manner because we believe it enables a meaningful comparison.

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At December 31, 2006, cash and cash equivalents were $631 million, a decrease of $388 million from December 31, 2005. Our total indebtedness was $8.0 billion and we had $688 million available for borrowing under the revolving credit facility at December 31, 2006.

Operating activities. Net cash provided for the combined Successor period of May 24, 2006 to December 31, 2006 and Predecessor period of January 1, 2006 to May 23, 2006 was $511 million, compared to cash flows from operations of $510 million in the year ended December 31, 2005. These year-over-year amounts are comparable as the additional 2006 cash flow generated by the business segments was offset by payments made for transaction costs and other deal related expenditures.

Investing activities. Net cash used was $240 million for the combined Successor period of May 24, 2006 to December 31, 2006 and Predecessor period of January 1, 2006 to May 23, 2006, compared with $426 million in the year ended December 31, 2005. The decrease is primarily due to $111 million of higher proceeds from sale of subsidiary assets and a $78 million decrease in cash paid for acquisitions during 2006.

Financing activities. Net cash used was $728 million for the combined Successor period of May 24, 2006 to December 31, 2006 and Predecessor period of January 1, 2006 to May 23, 2006, as compared to $2,514 million for the year ended December 31, 2005. The decrease is mainly due to the 2005 debt redemption with proceeds from the sale of Directories in late 2004. The current year activity is comprised of various large offsetting items. Major cash outflows were $2,015 million to redeem outstanding debt and payments to Valcon of $5,862 and $132 million to redeem preference shares and pay related dividend redemption amounts. The total payments to Valcon of $5,994 million were used by Valcon in combination with additional sponsor contributions to settle the Valcon Bridge Loan. The primary cash inflows were $6,787 million of proceeds from issuance of debt related to the permanent financing put in place in August 2006, net of $137 million of capitalized debt issuance costs, and cash received of $520 million on settlement of various derivative financial instruments at the time the underlying obligations were settled.

Non-cash investing and financing activities. As a result of the Valcon Acquisition there were transaction-related financing activities at Valcon of $10,062 million, including $5,773 million of net borrowings for the Valcon Acquisition which includes $60 million of capitalized debt issuance costs paid by Valcon which were subsequently expensed upon settlement of the bridge financing and $4,289 million of equity contributions that have been reflected in our financial statements on a push down basis of accounting.

Cash Flows 2005 versus 2004

Operating Activities. At December 31, 2005, Nielsen had $1,019 million of cash and cash equivalents. The net cash inflow from operating activities in 2005 amounted to $510 million, a decrease of 14.9% from $599 million in 2004. The decrease is primarily due to the negative impact on cash flow of the 2004 divestiture of Directories (see Note 4 to the consolidated financial statements “Business Divestitures”) in 2004, compared to the lower 2005 interest payments and higher interest receipts from the Directories’ proceeds. Directories’ operations significantly contributed to our cash receipts.

Investing Activities. Cash flow from investing activities was significantly higher in 2004 than 2005 due to the $2,622 million received on the sale of Directories (see Note 4 to the consolidated financial statements “Business Divestitures”) and increased expenditures for acquisitions of $75 million in 2005. We also had an unfavorable variance of $142 million resulting from the 2004 proceeds on sale of foreign currency swaps, which in 2005 were recorded as financing activities upon documentation of the derivatives as effective hedges at January 1, 2005.

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Financing Activities. Cash used in financing activities increased to $2,514 million in 2005 from $709 million in 2004. The increase was due to higher net repayments of long and short-term debt and decreased other short term borrowings in 2005. The repayments of debt increased to $1,805 million in 2005 from $833 million in 2004, mainly reflecting higher debt redemptions using the cash received from the sale of Directories in late 2004.

Capital Expenditures

Investments in property, plant, equipment, software and other assets totaled $236 million, $238 million and $269 million in 2006, 2005 and 2004, respectively. MI and MMI’s capital expenditures accounted for over 90% of Nielsen’s capital expenditures in all three years.

Capital expenditures at MI were $111 million in 2006, $109 million in 2005 and $101 million in 2004. In 2006, 2005 and 2004, the largest investments were made in the data factory in Europe, the expansion of panels and the U.S. Factory.

Capital expenditures at MMI were $110 million in 2006, $118 million in 2005, and $145 million in 2004. The most significant expenditures in 2006, 2005, and 2004 were the rollout of the LPM, AP Meter, and, the expansion of the NPM in the U.S.  Other significant expenditures were made in the Florida Global Technology and Information Center, amounting to $11 million in 2006, $5 million in 2005, and $31 million in 2004.

Covenant EBITDA

Nielsen’s senior secured credit facility contains a covenant that requires our wholly-owned subsidiary Nielsen Holding and Finance B.V. and its restricted subsidiaries to maintain a maximum ratio of consolidated total net debt, excluding $273 million of Nielsen net debt, to Covenant EBITDA of 10.0 to 1.0, calculated for the trailing four quarters (as determined under our senior secured credit facility), commencing with the fiscal quarter ending September 30, 2007. This covenant “steps down” over time to a maximum ratio of consolidated total net debt to Covenant EBITDA of 6.25 to 1.0 as of the first day of the fiscal quarter ending December 31, 2012. In addition, Nielsen’s senior secured credit facility contains a covenant that requires Nielsen Holding and Finance B.V. and its restricted subsidiaries to maintain a minimum ratio of Covenant EBITDA to consolidated interest expense of 1.25 to 1.0, calculated for the trailing four quarters (as determined under our senior secured credit facility), commencing with the fiscal quarter ending September 30, 2007. This covenant “steps up” over time to a minimum ratio of Covenant EBITDA to consolidated interest expense of 1.75 to 1.0 as of the last day of the fiscal quarter ending September 30, 2011. For test periods commencing between October 1, 2011 and September 30, 2012, the minimum ratio is 1.60 to 1.0 and after October 1, 2012 the minimum ratio is 1.50 to 1.0. Failure to comply with either of these covenants would result in an event of default under our senior secured credit facility unless waived by our senior credit lenders. An event of default under our senior credit facility can result in the acceleration of our indebtedness under the facility, which in turn would result in an event of default and possible acceleration of indebtedness under the agreements governing our debt securities as well. As our failure to comply with the covenants described above can cause us to go into default under the agreements governing our indebtedness, management believes that our senior secured credit facility and these covenants are material to us. As of December 31, 2006, had the covenants described above applied to us at that time, we would have been in compliance with them.

We also measure the ratio of Secured Net Debt to Covenant EBITDA because Nielsen’s senior secured credit facility contains a provision which will result in a decrease of the applicable interest rate by 0.25% when this ratio is less than 4.25 times.

Covenant earnings before interest, taxes, depreciation and amortization (“Covenant EBITDA”) is a non-GAAP measure used to determine our compliance with certain covenants contained in our senior secured credit facilities. Covenant EBITDA is defined in our senior secured credit facility as net income (loss) from continuing operations, as adjusted for the items summarized in the table below. Covenant EBITDA is not a

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presentation made in accordance with GAAP, and our use of the term Covenant EBITDA varies from others in our industry due to the potential inconsistencies in the method of calculation and differences due to items subject to interpretation. Covenant EBITDA should not be considered as an alternative to net earnings (loss), operating income or any other performance measures derived in accordance with GAAP as measures of operating performance or cash flows as measures of liquidity. Covenant EBITDA has important limitations as an analytical tool and you should not consider it in isolation or as substitutes for analysis of our results as reported under GAAP. For example, Covenant EBITDA:

• excludes income tax payments;

• does not reflect any cash capital expenditure requirements;

• does not reflect changes in, or cash requirements for, our working capital needs;

• does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt;

• includes estimated cost savings and operating synergies;

• does not include one-time transition expenditures that we anticipate we will need to incur to realize cost savings;

• does not reflect management fees that are payable to the Sponsors;

• does not reflect the impact of earnings or charges resulting from matters that we and the lenders under our new senior secured credit facility may consider not to be indicative of our ongoing operations.

In particular, our definition of Covenant EBITDA allows us to add back certain non-cash and non-recurring charges that are deducted in determining net income. However, these are expenses that may recur, vary greatly and are difficult to predict. They can represent the effect of long-term strategies as opposed to short-term results. In addition, certain of these expenses can represent the reduction of cash that could be used for other corporate purposes.

Because of these limitations we rely primarily on our GAAP results. However, we believe that the inclusion of supplementary adjustments to EBITDA applied in presenting Covenant EBITDA is appropriate to provide additional information to investors to demonstrate compliance with our financing covenants effective September 30, 2007.

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The following is a reconciliation of our loss from continuing operations, for the twelve months ended December 31, 2006, (combined operations from January 1, 2006 to May 23, 2006 in the Predecessor period and May 24, 2006 to December 31, 2006, Successor period), to Covenant EBITDA as defined above per our senior secured credit facility:

(IN MILLIONS)	Unaudited Covenant EBITDA for the Year Ended December 31, 2006
Loss from continuing operations	$	(293	)
Interest expense, net		401
Benefit for taxes		(66	)
Depreciation and amortization		383
EBITDA		425
Non-cash charges (1)		37
Unusual or non-recurring items (2)		308
Restructuring charges and business optimization costs (3)		93
Transaction costs (4)		95
Cost savings (5)		125
Sponsor monitoring fees (6)		6
Other (7)		(5	)
EBITDA of non-covenant parties (8)		13
Covenant EBITDA	$	1,097
Credit Statistics:
Total Debt (Excluding debt of unrestricted subsidiaries)	$	7,966
Net debt, including Nielsen net debt (9)		7,401
Total debt, excluding €209 ($277) million of Senior Discount note		7,689
Net debt, excluding $273 million of Nielsen net debt (10)		7,128
Net secured debt (11)		4,939
Ratio of secured net debt to Covenant EBITDA		4.5
Ratio of net debt (excluding Nielsen net debt) to Covenant EBITDA (12)		6.5
Consolidated Interest Expense, including Nielsen interest expense (13)		513
Ratio of Covenant EBITDA to Consolidated Interest Expense, including Nielsen interest expense		2.1

(1) Consists of non-cash items that are permitted adjustments in calculating covenant compliance under the senior secured credit facility, primarily stock-based compensation expense.

(2) Unusual or non-recurring items include (amounts in millions):

Deferred Revenue Purchase Price Adjustment (a)	$	90
Currency exchange rate differences on financial transactions and other gains (losses) (b)		74
Loss of Early Extinguishment of Debt		65
Compensation arrangements (c)		53
Duplicative running costs of European data factory (d)		16
U.S. GAAP/Consulting Fees Costs		9
Gain (Loss) on Derivative Instruments		4
Other Financial Gain (Loss)		(7	)
Other (e)		4
Total	$	308

(a) Purchase Price Adjustment to Deferred Revenue resulting from the purchase accounting for the Valcon Acquisition which reduces Successor revenue in 2006.

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(b) Represents foreign exchange gains or losses on revaluation of intercompany loans and external debt.

(c) Represents one-time payments incurred in connection with compensation arrangements for certain corporate executives.

(d) Represents the costs incurred in Europe as a result of the parallel running of duplicative data factory systems, which are expected to be eliminated during 2008.

(e) Includes other unusual or non recurring items that are required or permitted adjustments in calculating covenant compliance under the senior secured credit facility.

(3) Restructuring charges and business optimization costs include costs associated with Transformation Initiative, Corporate Headquarters, Marketing Information Europe, and Project Atlas, executive severance payments and certain costs incurred in our European operations.

(4) Represents expenses recorded in the year ended December 31, 2006 in connection with the Valcon Acquisition. Nielsen incurred $95 million of acquisition related expense during the period including a $45 million break up fee to IMS following the cancelled acquisition of IMS by Nielsen and amounts for advisory services.

(5) Represents the amount of run rate cost savings related to the Transformation Initiative projected by Nielsen in good faith to be realized as a result of specified actions, which is a permitted adjustment in calculating covenant compliance under the senior secured credit facility. See Note 9 to the consolidated financial statements for discussion of the Transformation Initiative.

The adjustments reflecting estimated cost savings constitute forward looking statements described within the Private Securities Litigation Reform Act of 1995, as amended. In addition, Covenant EBITDA does not take into account the approximately $175 million in additional implementation costs to be incurred in connection with achieving an annual run rate cost savings of $125 million.

We may not realize the anticipated cost savings related to Transformation Initiative pursuant to the anticipated timetable or at all. We also cannot assure you that we will not exceed one time restructuring costs associated with implementing the anticipated cost savings.

(6) Represents the Sponsor monitoring fee as of the acquisition date. The annual amount is $10 million.

(7) These adjustments include the EBITDA impact of significant businesses that were acquired in 2006, gain on sale of fixed assets, subsidiaries and affiliates, dividends received from affiliates; equity in net income of affiliates, and the exclusion of Covenant EBITDA attributable to unrestricted subsidiaries.

(8) Non-Covenant parties include The Nielsen Company B.V. and VNU Intermediate Holding B.V.

(9) Net debt, including Nielsen net debt, is not a defined term under GAAP. Net debt is calculated as total debt, less cash and cash equivalents at December 31, 2006, excluding $8 million of debt and $56 million of cash and cash equivalents held by the unrestricted subsidiaries Nielsen//NetRatings and Nielsen BuzzMetrics, and excluding a contractual $10 million threshold.

(10) Net debt, as defined above, excluding $273 million of Nielsen net debt, is not a defined term under GAAP. The $273 million of Nielsen debt consists of the €209 million ($277 million) of Nielsen Senior Discount Notes minus $4 million of cash and cash equivalents. Nielsen and our unrestricted subsidiaries are not subject to the restrictive covenants contained in the senior secured credit facility, and Nielsen’s Senior Discount Notes are not considered obligations of any of Nielsen’s subsidiaries. Therefore, these notes will not be taken into account when calculating the ratios under the senior secured credit facility.

(11) The net secured debt is the consolidated total net debt that is secured by a lien on any assets or property of a loan party or a restricted subsidiary. This amount represents the amounts borrowed under our senior secured credit facilities.

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(12) For the reasons discussed in footnote (10) above, the ratio of net debt (excluding The Nielsen Company B.V.’s Senior Discount Notes) to Covenant EBITDA presented above does not include in net debt $273 million ($277 million debt, net of $4 million cash) of Nielsen indebtedness and $8 million of indebtedness at Nielsen BuzzMetrics.

(13) Consolidated interest expense is not a defined term under GAAP. Consolidated interest expense for any period is defined in our senior secured credit facility as the sum of (i) the cash interest expense of Nielsen Holding and Finance B.V and its subsidiaries with respect to all outstanding indebtedness, including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance and net costs under swap contracts, net of cash interest income, and (ii) any cash payments in respect of the accretion or accrual of discounted liabilities during such period related to borrowed money (with a maturity of more than one year) that were amortized or accrued in a previous period, excluding, in each case, however, among other things, the amortization of deferred financing costs and any other amounts of non-cash interest, the accretion or accrual of discounted liabilities during such period, commissions, discounts, yield and other fees and charges incurred in connection with certain permitted receivables financing and all non-recurring cash interest expense consisting of liquidated damages for failure to timely comply with registration rights obligations and financing fees. Consolidated interest expense, including Nielsen interest expense, is not a defined term under GAAP. Consolidated interest expense, including Nielsen interest expense, is calculated as total consolidated interest expense for the four consecutive fiscal quarter period ending on December 31, 2006, including $36 million of interest expense of Nielsen.

See “Description of Other Indebtedness” and “—Liquidity and Capital Resources” for further information on our indebtedness and covenants.

Transactions with Sponsors

In connection with the Valcon Acquisition and related debt financing, Nielsen’s parent paid the Sponsors $131 million in fees and expenses for financial and structural advice and analysis as well as assistance with due diligence investigations and debt financing negotiations. These costs were allocated as debt issuance costs or included in the overall purchase price of the Valcon Acquisition based on the specific nature of the services performed.

In connection with the Valcon Acquisition, two of Nielsen’s subsidiaries and the Sponsors entered into advisory agreements, which provide for an annual management fee, in connection with planning, strategy, oversight and support to management, payable quarterly and in advance to each Sponsor, on a pro rata basis, for the eight year duration of the agreement, as well as reimbursements for each Sponsor’s respective out-of-pocket expenses in connection with the management services provided under the agreement. Annual management fees are $10 million in the first year starting on May 22, 2006, the effective date of the Valcon Acquisition then increasing by 5% annually thereafter.

Upon the consummation of a change in control transaction or an initial public offering in excess of $200 million, each of the Sponsors will receive, in lieu of quarterly payments of the annual management fee, a fee equal to the net present value of the aggregate annual management fee that would have been payable to the Sponsors during the remainder of the term of the advisory agreements (assuming an eight year term from the date of the original fee agreement), calculated using the treasury rate having a final maturity date that is closest to the eighth anniversary of the date of the original fee agreement date.

The advisory agreements also provide that Nielsen will indemnify the Sponsors against all losses, claims, damages and liabilities arising in connection with the management services provided by the Sponsors under the fee agreement.

For the Successor period from May 24, 2006 to December 31, 2006, Nielsen recorded $6 million in selling general and administrative expenses related to these management fees and an additional $1 million was accrued for Sponsor travel and consulting.

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Short-term debt includes a $20 million loan payable to Valcon Acquisition Holding B.V., the direct parent of Valcon.

Commitments and Contingencies

Contractual Obligations. Our contractual obligations include capital lease obligations, facility leases, leases of certain computer and other equipment, agreements to purchase data and telecommunication services, the payment of principal on debt and pension fund obligations. At December 31, 2006, the minimum annual payment under these agreements and other contracts that had initial or remaining non-cancelable terms in excess of one year are as listed in the following table:

	Payments due by period (amounts in millions)
	TOTAL		2007		2008		2009		2010		2011		AFTER 2011
Capital lease obligations and other debt (a)	$	379	$	148	$	16	$	16	$	15	$	14	$	170
Operating leases (b)		647		122		100		88		76		67		194
Other contractual obligations (c)		353		151		88		55		43		13		3
Short term and long term debt		7,694		73		53		60		611		87		6,810
Interest (d)		4,200		488		467		464		459		463		1,859
Pension fund obligations (e)		29		29		—		—		—		—		—
Total	$	13,302	$	1,011	$	724	$	683	$	1,204	$	644	$	9,036

(a) Our capital lease obligations are described in Note 11 to the consolidated financial statements “Long-Term Debt and Other Financing Arrangements.”

(b) Our operating lease obligations are described in Note 16 to the consolidated financial statements “Commitments and Contingencies.”

(c) Other contractual obligations represent obligations under agreement, which are not unilaterally cancelable by us, are legally enforceable and specify fixed or minimum amounts or quantities of goods or services at fixed or minimum prices. We generally require purchase orders for vendor and third party spending. The amounts presented above represent the minimum future annual services covered by purchase obligations including data processing, building maintenance, equipment purchasing, photocopiers, land and mobile telephone service, computer software and hardware maintenance, and outsourcing.

(d) Interest payments consist of interest on both fixed-rate and variable-rate debt. Variable-rate debt consists primarily of the unhedged portion of the $4,175 million term loan facility (8.13% at December 31, 2006) and the Euro denominated portion of the term loan facility (€800 million ($958 million) at 6.08% at December 31, 2006). See Note 11 to the consolidated financial statements “Long-Term Debt and Other Financing Arrangements.”

(e) Our contribution to pension and other post-retirement defined benefits plans for the Successor period from May 24, 2006 to December 31, 2006 was $19 million; for the Predecessor period from January 1, 2006 to May 23, 2006 was $9 million; for 2005, $57 million; and $47 million in 2004. Future pension and other post-retirement benefits contributions are not determinable for time periods after 2007.

Guarantees and other contingent commitments. In addition to contractual obligations and commercial commitments given, we have entered into various guarantees or other specific agreements.

At December 31, 2006, we were committed under the following guarantee arrangements:

Sub-lease guarantees

Nielsen provides sub-lease guarantees in accordance with certain agreements pursuant to which Nielsen guarantees all rental payments upon default of rental payment by the sub-lessee. To date, we have not been required to perform under such arrangements, we do not anticipate making any significant payments related to such guarantees and no amounts have been recorded.

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Letters of credit

Letters of credit issued and outstanding amount to $3 million.

Indemnification agreements

In connection with the sale of Directories in 2004, Nielsen has an exposure under a tax indemnity guarantee with the acquirer, pursuant to which Nielsen has agreed to pay any tax obligations relating to periods prior to the sale. Nielsen has accrued $32 million at December 31, 2006.

Contingent consideration

Nielsen is obligated to provide additional consideration in a business combination to the seller if contractually specified conditions related to the acquired entity are achieved. At December 31, 2006, Nielsen had total maximum exposure for future estimated payments of $24 million, of which $4 million is based on continued employment and being expensed over the respective period. An amount of $1 million was recognized as selling, general and administrative expenses in the period from May 24, 2006 to December 31, 2006.

Nielsen has no material liabilities for other guarantees arising in the normal course of business at December 31, 2006.

Legal Matters

D&B Legacy Tax Matters. In November 1996, D&B, then known as the Dun & Bradstreet Corporation (“Old D&B”) separated into three public companies by spinning off the ACNielsen Corporation (“ACNielsen”) and Cognizant Corporation (“Cognizant”) (the “1996 Spin-Off”).

In June 1998, Old D&B changed its name to R.H. Donnelley Corporation (“Donnelley”) and spun-off the Dun & Bradstreet Corporation (“New D&B”) (the “D&B Spin”), and Cognizant changed its name to Nielsen Media Research, Inc. (“NMR”), now part of Nielsen, and spun-off IMS Health (the “Cognizant Spin”). In September 2000, New D&B changed its name to Moody’s Corporation (“Moody’s”) and spun-off a company now called The Dun & Bradstreet Corporation (“Current D&B”) (the “Moody’s spin”). In November 1999, Nielsen acquired NMR and in 2001 Nielsen acquired ACNielsen.

Pursuant to the agreements affecting the 1996 Spin-Off, among other things, certain liabilities, including certain contingent liabilities and tax liabilities arising out of certain prior business transactions (the “D&B Legacy Tax Matters”), were allocated among Old D&B, ACNielsen and Cognizant. The agreements provide that any disputes regarding these matters are subject to resolution by arbitration.

As a result of the Cognizant Spin, IMS Health and NMR agreed they would share equally Cognizant’s share of liability rising out of the D&B Legacy Tax Matters.

In connection with the acquisition of NMR, Nielsen recorded in 1999, a liability for NMR’s aggregate liability for payments related to the D&B Legacy Tax Matters. Currently, the parties are in arbitration over one tax related dispute. Nielsen believes it has adequately provided for any remaining liability related to these matters.

Effective February 16, 2006, Nielsen entered into a settlement agreement of the 1996 antitrust litigation brought by IRI. The settlement resulted in a complete dismissal of all claims against Nielsen. Under the settlement agreement, Nielsen agreed to a payment of $55 million which, after tax, resulted in a $35 million charge to 2005 earnings, since this settlement provided evidence of conditions that existed at the 2005 balance sheet date.

erinMedia. erinMedia, llc (“erinMedia”) filed a lawsuit in federal district court in Tampa, Florida on June 16, 2005. The suit alleges that Nielsen Media Research Inc., a wholly owned subsidiary of Nielsen, violated

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Federal and Florida state antitrust laws by attempting to maintain a monopoly in the market for producing national television audience measurement data. The complaint does not specify the amount of damages sought, but does request that the court terminate NMR’s contracts with the four major national broadcast television networks. On November 17, 2005, the court granted NMR’s motion to dismiss in part, and dismissed erinMedia’s affiliated company, ReacTV, and its claims. The case is now in discovery on the remaining claims by erinMedia.

On January 11, 2006, erinMedia filed a related action against NMR alleging violations of federal and state false advertising and unfair competition law. By order dated January 24, 2007, the court dismissed this action, without prejudice, upon stipulation of the parties. Although it is too early to predict the outcome of the original case, Nielsen believes the action is without merit.

Except as described above, there are no other pending actions, suits or proceedings against or affecting Nielsen which, if determined adversely to Nielsen, would in its view, individually or in the aggregate, have a material effect on Nielsen’s business, consolidated financial position, results of operations and prospects.

Off-Balance Sheet Arrangements

Except as disclosed above, we have no off-balance sheet arrangements that currently have or are reasonably likely to have a material effect on our consolidated financial condition, changes in financial condition, results of operations, liquidity, capital expenditure or capital resources.

Summary of Recent Accounting Pronouncements

In February 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS

No. 155, “Accounting for Certain Hybrid Financial Instruments”. This statement amends SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” and SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities”. SFAS No. 155 permits fair value remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation, and clarifies which interest-only strips and principal-only strips are not subject to the requirements of SFAS No. 133. This statement is effective for all financial instruments acquired or issued after the beginning of an entity’s first fiscal year that begins after September 15, 2006. Nielsen is evaluating the potential impact of SFAS No. 155 on its financial results.

In June 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109 “Accounting for Income Taxes”. FIN No. 48 clarifies the accounting for uncertainty in income taxes recognized in financial statements and prescribes a recognition threshold and measurement process for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN No. 48 will be adopted by Nielsen on January 1, 2007. Nielsen is currently evaluating the impact of adopting FIN No. 48 and its impact on its financial position and results of operations.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. This statement applies under other accounting pronouncements that require or permit fair value measurements. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Liabilities, including an amendment of FASB Statement No. 115”, which permits companies to choose to measure certain items at fair value and to report unrealized gains and losses on items for which the fair value option is elected in earnings. This statement is effective for fiscal years beginning after November 15, 2007. Nielsen is currently evaluating the impact of adopting SFAS No. 157 and SFAS No. 159 on its financial statements.

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In December 2006, the FASB issued FASB Staff Position (“FSP”) No. EITF 00-19-2, “Accounting for Registration Payment Arrangements” (“FSP 00-19-2”). Registration payment arrangements, as defined in the FSP, will include most registration rights agreements in security issuances and certain “contingent interest” features in debt instruments. The FSP specifies that the contingent obligation to make future payments or otherwise transfer consideration under a registration payment arrangement, whether issued as a separate agreement or included as a provision of a financial instrument or other agreement, should be separately recognized and measured in accordance with SFAS No. 5, “Accounting for Contingencies.” The FSP further clarifies that a financial instrument subject to a registration payment arrangement should be accounted for in accordance with other applicable GAAP without regard to the contingent obligation to transfer consideration pursuant to the registration payment arrangement. The adoption of this FSP will not have a material impact on Nielsen’s consolidated financial position, results of operations or cash flows as it is generally consistent with Nielsen’s current policy.

Quantitative and Qualitative Disclosures about Market Risk

Market risk is the potential loss arising from adverse changes in market rates and market prices, such as interest rates, foreign currency exchange rates and changes in the market value of equity instruments. We are exposed to market risk, primarily related to foreign exchange and interest rates. We actively monitor these exposures. To manage the volatility relating to these exposures, historically, we entered into a variety of derivative financial instruments, mainly interest rate swaps, cross-currency swaps and forward rate agreements. Our objective is to reduce, where it is deemed appropriate to do so, fluctuations in earnings, cash flows and the value of their net investments in subsidiaries resulting from changes in interest rates and foreign currency rates. In principle, we only employ basic contracts, that is, without options, embedded or otherwise. It is our policy not to trade in financial instruments.

Foreign Currency Exchange Risk

We operate globally, deriving approximately 59% of revenues for the Successor period from May 24, 2006 to December 31, 2006 and 61% for the Predecessor period from January 1, 2006 to May 23, 2006 in U.S. dollars. We generate revenue and expenses in local currencies. Because of fluctuations (including possible devaluations) in currency exchange rates or the imposition of limitations on conversion of foreign currencies into our reporting currency, we are subject to currency translation exposure on the profits of our operations, in addition to transaction exposure.

Foreign currency translation risk is the risk that exchange rate gains or losses arise from translating foreign entities’ statements of earnings and balance sheets from functional currency to our reporting currency (the U.S. Dollar) for consolidation purposes. Translation risk exposure is managed by creating “natural hedges” in our financing or by using derivative financial instruments aimed at offsetting certain exposures in the statement of earnings or the balance sheet. We do not use derivative financial instruments for trading or speculative purposes.

The table below details the percentage of revenues and expenses by currency for the Successor period from May 24, 2006 to December 31, 2006 and the Predecessor period from January 1, 2006 to May 23, 2006:

Successor period from May 24, 2006 to December 31, 2006

	U.S. Dollars		Euro		Other currencies
Revenues	59	%	12	%	29	%
Operating costs	58	%	14	%	28	%

Predecessor period from January 1, 2006 to May 23, 2006

	U.S. Dollars		Euro		Other currencies
Revenues	61	%	12	%	27	%
Operating costs	53	%	20	%	27	%

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Based on the combined Successor and Predecessor periods, a one cent change in the U.S. Dollar/Euro exchange rate will impact revenues by approximately $5 million, with an immaterial impact on operating income.

Interest Rate Risk

At December 31, 2006, we had $5,353 million nominal amount of debt under our new senior secured credit facilities which are based on a floating rate index and our EMTN floating rate notes. One percent point increase in these floating rates would increase annual interest expense by approximately $54 million. Given our increased exposure to volatility in floating rates after the Valcon Acquisition and the subsequent refinancing, we evaluated hedging opportunities and entered into hedging transactions in November, 2006. After giving effect to these interest rate swap agreements, a one percentage point increase in interest rates would increase annual interest expense by $22 million.

Equity Price Risk

We are not exposed to material equity risk which is limited to outstanding share-based liability awards exercisable into shares of our consolidated subsidiary.

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BUSINESS

Our Company

We are a leading global information and media company providing essential marketing and media measurement information, analytics and industry expertise to customers across the world. Our Nielsen brands, including ACNielsen, Nielsen Media Research, Nielsen Entertainment, and Nielsen//NetRatings, are recognized worldwide as leaders in marketing information and analysis, television ratings, entertainment measurement and Internet advertising measurement, respectively. In addition, our trade shows, online media assets and publications occupy leading positions in a number of their targeted end markets. Through our broad portfolio of products and services, we track sales of consumer products each year, report on television viewing habits in countries representing more than 60% of the world’s population, measure Internet audiences in 18 countries, produce more than 100 trade shows worldwide, operate approximately 100 websites and publish more than 100 print publications and online newsletters. For the twelve months ended December 31, 2006, we generated pro forma revenue of $4,174 million and Covenant EBITDA of $1,097 million.

We have traditionally operated in three segments: Marketing Information (“MI”), Media Measurement & Information (“MMI”) and Nielsen Business Media (“NBM”). On December 18, 2006, we announced a corporate strategy and related restructuring to integrate our various service offerings historically conducted in separate businesses into a single organization focused on four major areas: sales, product development and product management, global business services combining all of our information technology systems, facilities and operations and corporate functions including finance, human resources, legal and communications. As part of this plan, the traditional business unit structure of many of our services will be eliminated. The restructuring calls for the combination of product innovation, research and development and marketing into a single organization to identify new product opportunities and accelerate their development and commercialization. We will also transition to a unified global client service organization to simplify client interactions and more easily access internal expertise to offer integrated solutions. In addition, we intend to centralize operational and IT functions into a new global business services organization. We expect to continue to report on our business in the traditional segments which we have used, namely Media Measurement and Information, Marketing Information and Nielsen Business Media. As part of our transformation to this new operating model, we announced the formation of a new business unit, NielsenConnect. This new unit will draw on media and marketing data and resources across Nielsen (including purchase information, store data, modeling assets, geo-demographic data, television data, outdoor advertising ratings and movie, book, video and radio data) and report on and analyze consumer patterns and usage.

Our MI segment provides critical consumer behavior information and analysis primarily to businesses in the consumer packaged goods industry. ACNielsen, our leading brand within MI, is a global leader in retail measurement services and consumer household panel data. MI’s extensive database of retail and consumer information, combined with advanced analytical capabilities, yields valuable strategic insights and information that influence our customers’ critical business decisions such as enhancing brand management strategies, developing and launching new products, identifying new marketing opportunities and improving marketing return on investment. Our MMI segment provides measurement information of multiple media platforms, including broadcast and cable television, motion pictures, music, print, the Internet and outdoor advertising. Our leading brand within MMI, Nielsen Media Research, is the industry leader in U.S. television audience measurement, and our measurement data is widely accepted as the “currency” in determining the value of television advertising. Our NBM segment is a leading market-focused provider of integrated information and sales and marketing solutions. Through a multi-channel approach consisting of trade shows, online media assets and publications, NBM offers attendees, exhibitors, readers and advertisers the insights and connections that assist them in gaining a competitive edge in their respective markets.

Our business generates a stable and predictable revenue stream and is characterized by long-term customer relationships, multi-year contracts and high contract renewal rates related to marketing and media measurement services. Advertising across our segments represented only 4% of our total pro forma revenue in 2006. We serve

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a global customer base across multiple end markets including consumer packaged goods, retail, broadcast and cable television, music and online media. The average length of relationship with our top ten customers including The Procter & Gamble Company, the Unilever Group, Nestlé S.A. and The Coca-Cola Company is 30 years.

Our revenue is highly diversified by business segment, geography and customer. In 2006, 57% of our pro forma revenues were generated from our MI segment, 32% from our MMI segment and the remaining 11% from our NBM segment. We conduct our business activities in more than 100 countries, with 58% of our pro forma revenues generated in the U.S., 9% in North and South America excluding the U.S., 24% in Europe, the Middle East and Africa, and the remaining 9% in Asia Pacific. No single customer accounted for more than 5% of our total pro forma revenue in 2006.

Our Strengths

Global Leadership Positions. We hold industry-leading positions in marketing information services, media measurement services, trade shows and business publications. We have achieved leading positions and strong brands within each of our business segments, primarily as a result of our ability to offer customers comprehensive and integrated marketing communications products and services that are essential for our customers to successfully operate their businesses. ACNielsen has the leading market share in consumer packaged goods retail measurement in many of its markets with approximately 50% market share in the U.S., approximately 60% in Western Europe and approximately 70% across Brazil, Russia, India and China, and has the ability to provide comparable information services to customers throughout more than 100 countries. As demand for market analysis from a single global source continues to grow, ACNielsen is well positioned to benefit. In MMI, our Nielsen brands related to audience measurement have leading market positions across multiple media platforms and geographies. For example, Nielsen Media Research’s measurement information is trusted as the “currency” in determining the value of U.S. television advertising. Our NBM segment is one of the largest global providers of business-to-business information and, through its trade shows, online media assets and publications, provides customers with leading coverage of its industry verticals. We believe our size, scale and leading market positions will continue to contribute to our consistent growth and strong operating margins.

Extensive Portfolio of Successful Well-Recognized Brands. We believe the Nielsen family of brands is one of the most widely recognized marketing information and media measurement research providers in the world. For over 80 years, ACNielsen has provided trusted service to the world’s top consumer packaged goods and merchandising customers. ACNielsen ScanTrack, ACNielsen Homescan and BASES are leading brands in point-of-sale retail measurement, consumer household purchase panels and new product concept testing, respectively. For over 50 years, Nielsen Media Research has been recognized as a trusted source of television audience measurement by virtually all of the leading broadcast and cable networks, syndicators and national advertisers in the U.S. Nielsen EDI, Nielsen SoundScan and Nielsen//NetRatings are leading brands providing box office results, music sales and Internet audience measurement, respectively. In NBM, we publish some of the most recognizable business-to-business magazine titles across various segments including Billboard and The Hollywood Reporter. We believe that our successful, well-recognized brands along with the quality of service we provide will continue to enable us to attract new business and retain existing business resulting in both revenue and cash flow growth.

Strong Customer Relationships and High Revenue Visibility. Our long-standing customer relationships and multi-year contracts contribute to a stable and predictable revenue stream. We have cultivated strong long-standing customer relationships with many of the world’s leading consumer packaged goods, media and entertainment companies. In MI, our customers include the largest consumer packaged goods and merchandising companies in the world. The average length of our relationships with MI’s top ten customers in 2006 was 30 years. In many cases, our sales and service staff are located on-site at our customers’ offices and customize the analysis related to specific client issues and needs. Given our essential products and strong customer service, our business in MI is characterized by multi-year agreements, with more than 50% of each year’s revenues under agreement by the beginning of the fiscal year. Within MMI, our customer base includes leading media companies to whom we have been providing audience measurement information for over 50 years. Our MMI customers

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typically enter into multi-year contracts and have high renewal rates (over 95% in Nielsen Media Research). The average length of our relationships with MMI’s top ten customers in 2006 was 32 years. We expect our strong customer relationships to contribute to our ongoing success and growth.

Diversified Global Business Mix. Our MI, MMI and NBM segments contributed 57%, 32% and 11% of our pro forma revenue in 2006, respectively. Our broad portfolio of product offerings, large customer base, multiple end markets and wide geographic presence provide us with a diverse revenue stream, with advertising across our segments representing only 4% of our pro forma total revenue in 2006. We believe our global presence will continue to expand as we grow our business in rapidly developing markets and our business mix will continue to broaden as we invest in new products and services.

Highly Resilient Business Model with Consistent Cash Flow Generation. Our customers’ continuous need for information related to key marketing and business development decisions as well as for media measurement has historically provided us with strong constant currency revenue growth, high revenue visibility and consistent cash flow generation. In 2005 and, on a pro forma basis, 2006, we achieved constant currency revenue growth of 4.7% and 5.2%, respectively (excluding the $90 million deferred revenue adjustment in 2006). For purposes of calculating revenue growth on a constant currency basis, we have removed the exchange rate impact of 1.7% and (0.1)% respectively, for revenue growth in 2005 and 2006. Both MI and MMI have multi-year customer agreements and high contract renewal rates. In addition, NBM benefits from advance payments related to bookings for trade shows. We have a disciplined approach to capital expenditures based on new product growth and return on invested capital analysis. We believe that the largely resilient nature of our revenue base along with our disciplined approach to spending will enable us to convert a significant portion of our revenue to cash available for debt service.

Attractive Industry Outlook. We operate in two distinct industries: (i) the global marketing and media research industry (representing our MI and MMI segments), and (ii) the business information industry (representing our NBM segment). Consumer packaged goods companies use our MI segment’s marketing information to monitor brand performance and stay competitive. Growth in our MI segment is expected to be driven by continued globalization and geographic expansion of consumer packaged goods companies, increased demand for higher value-added information and related services, as well as the need to improve brand performance, develop and launch new products and increase marketing return on investment. Growth of our MMI business is related in part to television and other media advertising spending. The 2006 VSS Industry Forecast projects U.S. television advertising growth of 6.8% compound annual growth rate (“CAGR”) from 2006 to 2010. In addition, according to the 2006 VSS Industry Forecast, film entertainment and Internet advertising are expected to grow at CAGRs of 3.8% and 20.2%, respectively, from 2006 through 2010. We also participate in the global business information sector through our NBM segment by offering trade shows, online media assets and print publications. According to the 2006 VSS Industry Forecast, the size of the U.S. market for business-to-business magazines, e-media and trade shows is estimated to grow at a CAGR of approximately 6.2% from 2006 through 2010. We believe that continued strength in these industries will enhance our growth potential.

Experienced Management Team. We have a strong and committed management team that has substantial relevant industry knowledge and a proven track record of operations success. We believe that our management team positions us well to successfully implement our growth strategy and cost reduction initiatives.

Our Strategy

Our goals are to continue to increase the value we deliver to our customers, streamline our operations and grow our business. Our strategy involves a company restructuring to phase out over time our Marketing Information and Media Measurement and Information group structures and integrate Nielsen with consolidated global business services and functions. We intend to execute our goals through the following business strategies:

NielsenConnect. The formation of NielsenConnect in November 2006 recognizes the need for various parts of Nielsen to work more closely together and connect and optimize its data and analytical resources across the

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markets it serves. This newly-formed unit will provide integrated solutions to the issues faced by our media, marketing and other clients by combining valuable assets throughout Nielsen and creating new products and services.

Capitalize on Core Brands. On January 18, 2007, we announced a change of our name to The Nielsen Company to emphasize our best-known brand name and our commitment to create an integrated, streamlined global organization. We will continue to maintain our focus on our leading brands to drive growth in each of our businesses. Our Nielsen family of brands has positioned us well in the market for retail measurement and audience measurement services. We expect to build on these brands by continuing to improve the quality of our products and enhance our services. We will continue to improve the measurement of media audiences through increased granularity of our demographic market data, and of retail information through increased store coverage and worldwide expansion of ACNielsen Homescan, our consumer household panel. In addition, we expect to leverage our brand recognition to grow our revenues in areas such as value-added services, analytics and new measurement opportunities through Nielsen Advisory Services, Nielsen//NetRatings, Nielsen BuzzMetrics and Nielsen Outdoor, among others. We believe that building on our leading brands will drive continued demand for our existing and new products, leading to strong revenue generation.

Continue to Lead Innovation of Measurement Services. We continue to develop new solutions and technologies to improve the measurement of consumer trends and measure audiences across the latest media platforms. In the global market for consumer packaged goods, we have a partnership with Yahoo! to determine the impact of online advertising on offline purchasing behavior, and we have launched our immediate consumables panels where panelists scan purchases of single serve items using a key chain scanner. In media and entertainment, Nielsen Media Research continues to deploy advanced metering technology (such as People Meters and Active/Passive Meters) and expand its measurement of television viewing habits through initiatives capturing digital video recording and video on demand. In addition, we continue to invest in high growth products and services such as integrated television and Internet measurement, and the measurement of media consumption on personal electronic devices, such as downloads for iPods. For example, we recently announced our Anytime Anywhere Media Measurement, (“A2/M2”) initiative to deliver integrated ratings for all forms of video viewing, regardless of the consumption medium. These initiatives along with our expanded consumer analysis capabilities have created significant revenue opportunities and broadened our product offerings. We will continue to focus on developing innovative solutions to provide our clients with increasingly relevant and precise measurement information.

Continue to Expand Globally. We intend to extend our already strong global reach and increase our global leadership. Global reach is increasingly important given our customers’ growth into new markets, and we are well positioned to increase our global presence in each of our operating segments. Our substantial presence in rapidly developing markets such as Brazil, Russia, India and China illustrates our success with this strategy. In 2006, our AGB Nielsen Media Research television audience measurement (“TAM”) joint venture, covering 28 countries, continued its expansion in China, where People Meters are being introduced in 14 provinces, including all major metropolitan areas. MMI also has other TAM joint ventures and investments covering an additional 15 countries including in Latin America with IBOPE, and separate ventures in Finland and India.

Optimize our Portfolio of Product Offerings. We will continue to evaluate our products and services to determine the optimal offering given current and forecasted customer demand. We will look to develop businesses that best serve our customers while maintaining a focus on profitability, thereby maximizing our return on invested capital. We will also consider select acquisitions of complementary businesses that would enhance our product portfolio. In addition, we will consider opportunistically divesting operations that we believe to be non-core to our operations. As marketing activities continue to shift from mass to targeted audiences, we believe the optimization of our product portfolio will offer more focused solutions to our clients.

Pursue Transformation Savings and Continue to Reduce Costs. While we have successfully implemented certain initiatives such as the consolidation of certain data processing facilities and off-shoring, we had never

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undergone a comprehensive company-wide cost savings and integration plan. In November 2005 and in December 2006, we announced our intention to expand current cost-saving programs to all areas of our operations worldwide. The Company further announced strategic changes as part of a major corporate transformation initiative (previously referred to as Project Forward). This transformation initiative is designed to make the Company a more successful and efficient enterprise. As such, the Company is in the process of reducing costs by streamlining corporate functions, centralizing certain operational and information technology functions as well as purchasing, real estate consolidation and expanding the outsourcing or offshoring of certain other operational and production processes. These initiatives are expected to be implemented by the end of 2008 and will lead to a reduction in workforce of approximately 4,000 positions. We estimate that our cost savings initiatives will result in a targeted run-rate savings of approximately $125 million. We estimate that we will incur approximately $175 million in restructuring costs and capital expenditures over the corresponding time period in connection with these savings. In addition, we intend to continue to pursue opportunities to improve our cost structure beyond the scope of our transformation savings initiatives.

Our Business Segments

Marketing Information

Our Marketing Information segment provides essential market research and analysis primarily to businesses in the consumer packaged goods industry. Our MI segment provides an array of services including retail measurement services (ACNielsen ScanTrack), household consumer panels (ACNielsen Homescan), new product testing (BASES), consumer segmentation and targeting (Spectra) and marketing optimization (ACNielsen Analytical Consulting). We believe these products and services give our customers a competitive advantage in making informed decisions in today’s fast-moving and complex marketplace. Our MI segment operates in more than 100 countries. Within MI, ACNielsen is a global leader in consumer packaged goods retail measurement services, with approximately 50% market share in the U.S., approximately 60% in Western Europe and approximately 70% across Brazil, Russia, India and China. We believe one of our primary strengths is our global presence, which is increasingly important in today’s environment as our largest customers operate globally and continue to expand and invest in developing markets.

MI’s customer base is comprised of the world’s leading consumer packaged goods companies including the Colgate-Palmolive Company, Nestlé S.A., The Procter & Gamble Company and the Unilever Group as well as leading retail chains such as Carrefour, Kroger, Safeway, Tesco and Walgreens. With a broad global customer base and long-standing customer relationships, MI’s revenues are stable, predictable and highly diversified. In 2006, the average length of our relationships with MI’s top ten customers was 30 years. These long-term relationships are strengthened by our ability to integrate products and services into customers’ workflow and provide a wide range of comparable and consistent data and analyses. This comparability of information over time enhances our customers ability to use our information in their decision-making and management processes. In addition, our customer service professionals are often located on-site at our customers’ offices, where they assist in analyzing information by providing industry context for better decision-making and in developing strategic and tactical recommendations. MI’s strength of customer relationships is exemplified by average customer renewal rates in excess of 90% in the U.S. and Europe from 2003 to 2006, which results in high revenue visibility. At the beginning of each fiscal year, more than 50% of the segment’s revenue base for the upcoming year is typically committed under existing agreements. For the fiscal year ended December 31, 2006, MI generated approximately 57% of our pro forma revenue.

Our MI segment is comprised of two divisions, ACNielsen and Nielsen Advisory Services. These divisions provide the following services on a global basis: Retail Measurement Services, Consumer Panel Services, Customized Research Services and various other advisory services including new product launch services and consumer targeting and segmentation. While each of these products and services provides significant value on a stand alone basis, they can be combined to provide clients with more enhanced and in-depth analyses.

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Retail Measurement Services (“RMS”)

RMS provides customers with information and analytics across 98 countries on competitive sales volumes, market shares, distribution, pricing, merchandising and promotional activities. By combining this detailed information with our in-house expertise and professional assistance we enable our customers to improve their key marketing decisions. We offer these services under our ACNielsen ScanTrack and ACNielsen Market Audit brands.

RMS collects retail sales information from stores using electronic point-of-sale technology and teams of local field auditors. These stores include grocery, drug and discount retailers who, through various cooperation arrangements, share their sales data with us. The method of collection depends upon the sophistication of the retailers’ systems. RMS downloads electronic retail sales information collected by stores through checkout scanners to our servers on a regular basis. Where electronic retail sales information is unavailable, such as in certain developing markets, we collect retail sales information through in-store inventory and price checks conducted by field auditors. Across all of our markets, field auditors collect data regarding product placement in stores, including the facing and positioning on store shelves as well as other information.

RMS quality control systems validate, confirm and correct the collected data. It is then processed into databases and reports by product, brand and category. Customers access RMS databases using proprietary software such as NITRO and WorkstationPlus which allow them to query the databases, conduct customized analysis and generate customized reports and alerts. For example, clients can view and analyze information by specific product categories, geography or retail channel. Information can be accessed through ACNielsen i-Sights which can provide a suite of reports linked to the key business issues of the user. Information can also be accessed online through an extranet web portal, ACNielsen Answers.

Consumer Panel Services (“CPS”)

CPS provides clients with consumer purchasing information, including demographics, based upon individual household consumption. Clients use this information to more precisely target and better segment their consumers. In addition, we are able to use CPS information to augment our retail measurement information in circumstances where we do not collect retail data from certain retailers. CPS primarily offers its services through our ACNielsen Homescan and ACNielsen Homepanel brands.

CPS collects data from household panelists who use in-home scanners to record purchases from each shopping trip. In the U.S., over 100,000 selected households, constituting a demographically balanced sample of U.S. households, participate in the household panel. Data received from CPS household panels undergoes a quality control process, including UPC verification and validation before it is processed into databases and reports. CPS clients may access these databases and perform analysis using our Panelfact proprietary software. In addition, CPS provides clients with templated alerts, dashboards and reports which can be accessed over the Internet or through a desktop application.

Customized Research Services (“CRS”)

CRS provides clients with a suite of customized research services as well as consumer and industry studies. CRS clients are able to use these services and studies to derive information and insights into consumer attitudes and purchasing behavior, to evaluate and understand why marketing campaigns succeed or fail, and to address issues such as promotions, pricing, consumer targeting and marketing mix. CRS is offered through brands such as Winning Brands and ShopperTrends.

CRS collects information through surveys, personal interviews, focus groups, online evaluations, from panels maintained by CRS and third party panel providers. Once information is collected, it is subject to CRS quality control standards and is then processed into databases and reports. CRS provides customized research services and consumer and industry studies to clients through presentations and reports.

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New Product Launch Services (BASES)

BASES provides sales forecasts for new products and product restages across a number of industries, particularly in the consumer packaged goods field. Clients use this information to evaluate the sales potential of new products, identify potential customers, forecast sales volume and refine concept design and communication.

BASES maintains panels in several countries and uses third party panel providers to survey consumers. Panelists are exposed to new product ideas and prototypes in order to gauge their interest. BASES quality control systems organize and validate the information it collects. Using this information BASES delivers marketing recommendations and additional diagnostics to help customers refine the product, price and/or their marketing plan.

Consumer Targeting and Segmentation (Spectra)

Spectra provides customers in the consumer packaged goods industry with consumer targeting and segmentation analytics, integrating information about households, geographies and retail shopping locations. Customers use Spectra services, including its proprietary consumer segmentation grid (the Spectra Grid), for category management and media and marketing planning. Spectra uses multiple database sources, including those from ACNielsen, Scarborough and third parties, to develop the Spectra Grid. The Spectra Grid is typically accessed through an extranet web portal, InfiNet.

Analytical Consulting Services (ACNielsen Analytic Consulting or “AAC”)

AAC provides software tools and analysis to help clients make decisions with respect to marketing, marketing investment and pricing and promotion. AAC’s proprietary Decisionsmart software tool enables clients to develop trade planning and promotion schedules and forecasts, interpret outputs of applications and provide recommendations to better drive trade planning and promotions. In addition, AAC consultants with industry expertise assist clients with their marketing decisions.

Site Selection and Consumer Targeting (Claritas)

Claritas provides recommendations on site selection for new retail stores and information for consumer targeting for direct mail campaigns, in each case primarily outside of the consumer packaged goods industry. Clients use Claritas to determine certain characteristics of their potential and existing customers such as where they live and shop, what they buy and how to best reach them. This information contributes to customers’ strategies regarding direct mailing activities at household and individual levels, as well as mass-marketing activities.

Media Measurement & Information

Our Media Measurement & Information segment is a leading provider of media and entertainment measurement information. The segment measures audiences for U.S. television (Nielsen Media Research), international television (50% ownership of AGB Nielsen Media Research), motion pictures (Nielsen EDI), the Internet (approximately 60% ownership of Nielsen//NetRatings (NASDAQ: NTRT) and approximately 58% ownership of Nielsen BuzzMetrics), outdoor (Nielsen Outdoor) and other media, and tracks sales of music (Nielsen SoundScan) and provides competitive advertising information (Nielsen Monitor-Plus). Using our critical measurement information, media owners, advertising agencies, advertisers and retailers plan and optimize their marketing strategies. MMI is particularly strong in the U.S. television audience measurement market where our Nielsen ratings are widely accepted as the “currency” for both buyers and sellers of U.S. television advertising, an industry that had over $64 billion of annual expenditures in 2006 according to the PricewaterhouseCoopers Global Entertainment & Media Outlook. Nielsen Media Research measures television usage both nationally and across all the 210 local television markets in the U.S. Our leading market position in measuring the U.S. television audience has been achieved as a result of continued investment and over 50 years of experience providing customers with accurate measurement.

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MMI has a diversified customer base, consisting of over 25,000 individual customers including leading broadcast and cable companies such as CBS, Comcast, Disney/ABC, NBC/Universal, News Corp., Time Warner and Univision; leading advertising agencies such as IPG, Omnicom and WPP; leading film studios such as 20th Century Fox, Disney, Paramount and Warner Bros.; and other leading media companies. MMI’s business model allows for both high revenue visibility and consistent, predictable growth as a result of multi-year contracts and high contract renewal rates (over 95% in Nielsen Media Research). The average length of MMI’s relationships with its top ten customers in 2006 was 32 years. Our customers value the high quality service offerings and technology, which we maintain and improve through continuous innovation and protect via over 100 existing and pending patents in the U.S. alone. For the fiscal year ended December 31, 2006, MMI generated approximately 32% of our pro forma revenue.

Our MMI segment is comprised of three divisions, Media, Internet Measurement and Entertainment. These divisions provide many different services including television audience measurement, Internet usage measurement and movie box office measurement.

Media

Nielsen Media Research and AGB Nielsen Media Research collectively measure the size and demographic composition of television audiences in 42 countries worldwide. Advertisers use this information to plan television advertising campaigns, evaluate the effectiveness of their commercial messages and negotiate advertising rates. Television broadcasters and cable networks use this information as a tool to establish the value of their airtime and more effectively schedule and promote their programming.

Nielsen Media Research in the U.S. and AGB Nielsen Media Research in countries outside the U.S. collect audience data from demographically balanced samples of randomly selected households. In the U.S., Nielsen Media Research provides three principal ratings services: Measurement of national television audiences (“National Ratings Services”), measurement of local television audiences in each of the 210 designated television markets (“Local Ratings Services”), and measurement of national and local television audiences among Hispanic households (“Hispanic Ratings Services”).

Both Nielsen Media Research and AGB Nielsen Media Research use various methods to collect the data from households including electronic meters and written diaries. Our electronic meters include our standard Set Meter, and Active/Passive Meters. A Set Meter is connected to a television and captures household-level viewing data by monitoring the channel to which the television is tuned. A People Meter is an attachment to a Set Meter which adds functionality to the Set Meter by not only collecting television set tuning data (which channel the set is tuned to) but also the demographics of the audience (who in the household is watching). In 2005, we introduced into our U.S. samples electronic meters based on our next-generation Active/Passive metering technology, which is designed to measure television tuning in a digital environment and has enabled us to reflect time-shifted viewing on digital video recorders in our ratings.

Our National Ratings Services is based on a sample of approximately 12,800 households using People Meters. Approximately 50% of such households are measured using Active/Passive Meters. Our Local Ratings Services use People Meters in the top ten local television markets, a combination of Set Meters and written diaries in the next 46 local television markets, and only written diaries in the remaining 154 local television markets. Three markets will be converting from a combination of Set Meters and written diaries to People Meters in the fourth quarter of 2007. The local television markets in the U.S. where Nielsen uses electronic meters represent approximately 70% of the television households in the U.S.

Information is downloaded from the electronic meters to our servers where it is subject to quality control including digital coding. We then process the information into databases and reports which is then distributed overnight to customers. In addition, our customers can license Nielsen Media Research software which enables them to access, manipulate and customize varying levels of information directly from the Nielsen Media Research database.

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In response to the transformation of the television industry into a multi-platform business, in June of 2006, Nielsen Media Research announced the launching of its Anytime Anywhere Media Measurement research and testing program, known as “A2/M2.” This program will develop and deploy technology to measure new ways consumers are watching television, such as on the Internet, outside the home and via cell phones, iPods and other personal mobile devices. Nielsen will continue its focus on providing the most accurate measurement of in-home television viewing through its Active/Passive Meters, but through the A2/M2 initiative will also pursue the measurement of online streaming video and Internet measurement in Nielsen’s People Meter samples, the addition of out-of-home measurement in Nielsen’s People Meter samples, the introduction of electronic measurement in local markets, the development of new meters to measure video viewed on portable media devices and the creation of new methods for measuring viewer “engagement” in television programming.

Advertising Information Services (“AIS”). AIS provides commercial occurrence data and tracks the proportion of all advertising within a product category attributable to a particular brand or advertiser. We measure advertising expenditures, placements and creative content in 22 countries by company, by brand, and by product category across monitored media. Such media include print, outdoor advertising, radio and freestanding inserts as well as television. Customers use this service to manage their media spend by benchmarking their own performance against that of their competitors. We provide Advertising Information Services in the U.S. under our Monitor-Plus brand.

Other Media Services. Our media division also provides a number of other products and services. Standard Rate & Data Service (“SRDS”) collects information on media advertising rates, publishing dates and contact data on media outlets in the U.S. Interactive Market Systems (“IMS”) provides media planning and analysis software to analyze both industry and proprietary research data. The software is used by advertising agencies, advertisers, publishers, broadcasters, other media owners and researchers. IMS software can be used for television, press, radio, outdoor and Internet planning. Nielsen Outdoor measures both consumer exposure to outdoor advertising and outdoor advertising audience demographics. It uses a randomly selected demographically balanced panel of individuals. Using GPS technology, Nielsen Outdoor measures the frequency with which panelists have the opportunity to view certain billboards and other forms of outdoor advertising. Scarborough Research, a joint venture between Nielsen and Arbitron, Inc. (“Arbitron”), measures the lifestyle and shopping patterns, media behaviors, and demographics of consumers in the U.S. A total of 80 local markets are measured at regular intervals through telephone surveys, product booklets and diaries.

Ventures. Nielsen Ventures provides measurement and analysis of sports sponsorship data, product placement and consumer generated word-of-mouth. Nielsen Ventures introduced “Fanlinks” in 2005, a service developed with ACNielsen to link consumers’ sports media consumption to product purchasing. ACNielsen Homescan panelists are surveyed to identify sports fans and their degree of sports entertainment consumption. Survey results are cross-tabulated against purchasing behavior to provide a view of today’s sports fan and how consumption of sports entertainment translates to purchasing behavior. Nielsen Ventures also continues to develop and expand sales of services such as “Placeviews,” which is a software product that enables clients to measure the impact of product placement on television and in movies by identifying which brands are featured, what type of placement is used, when and where the placement occurred and the audience exposure at the time of the placement.

Internet Measurement

Nielsen//NetRatings. On February 5, 2007, Nielsen Media Research, Inc. entered into a merger agreement with NetRatings, Inc. by which Nielsen Media Research will acquire all the NetRatings, Inc.’s shares of common stock not currently owned by it. NetRatings, Inc. (NASDAQ:NTRT) gathers data and tracks global online activity. Nielsen//NetRatings’ customers use this data to make informed business decisions regarding their Internet marketing strategies. Nielsen//NetRatings’ services include: Internet audience measurement services (NetView, SiteCensus and Market Intelligence); advertisement measurement services (AdRelevance, Adintelligence and WebRF); and Internet market research services (Homescan Online, which provides integrated views of consumers’ online behavior and offline purchasing patterns, Webintercept and MegaPanel).

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Nielsen//NetRatings collects information through panels in locations around the world to measure both at-home and at-work activity. Panelists are recruited through a variety of methods, including random digit dialing and online surveys, as well as through partnerships with local market research providers. Our Megapanel service, for example, tracks Internet usage and buying behavior among more than a million people in countries including the U.S., the United Kingdom, France and Germany. The information Nielsen//NetRatings gathers is used to produce syndicated and custom reports and is made available to clients on a weekly or monthly basis.

Nielsen BuzzMetrics. Recognizing the growing importance of online dialogue and word-of-mouth behavior in consumer decision-making, we acquired 58% of the shares of Nielsen BuzzMetrics. This company tracks, measures and analyzes consumer-generated media on the Internet, including opinions, advice, consumer-to-consumer discussions, reviews, shared personal experiences, photos, images, videos and podcasts, to provide market intelligence to its customers. Internet sources include online forums, boards, blogs and Usenet newsgroups. Consumer-generated media plays an influential role in driving consumer perceptions, awareness and purchase behavior. Consumers often encounter consumer-generated media while researching products during the buying cycle which can help build brand loyalty or, if negative, can lead to brand deterioration.

Nielsen BuzzMetrics offers a BrandPulse solution that helps track, analyze and measure the volume of consumer-generated media about a particular company or brand. BrandPulse Insight focuses on specialized, issue-specific reports that monitor and highlight consumer trends, issues, opinion shifts, predictions and other marketplace-shaping forces.

Entertainment

Nielsen EDI. Nielsen EDI captures box-office results from more than 50,000 movie screens across 14 countries, including, among others, the U.S., Canada and Mexico. Clients use this information in deciding where and for how long a movie will play, as well as the allocation of advertising and promotional dollars. Nielsen EDI tracks movie theater box-office receipts provided by major cinema chains in the U.S. such as AMC, Regal Entertainment Group and National Amusements.

Nielsen SoundScan, Nielsen BookScan and Nielsen VideoScan. Through these brands, we track and report in-store and online retail sales of audio products, books and video entertainment products. Clients use these services to monitor their market share. Each of these businesses compiles point-of-sale data from retailers on a weekly basis and prepares reports which are delivered to clients regularly through an Internet portal.

Nielsen National Research Group (“NRG”). NRG tests movie promotional materials, predicts the gross box office receipts of upcoming and recently released movies and compiles film awareness studies in the U.S. Clients use NRG’s research to develop, or make changes to, their marketing plans. NRG’s clients include major film studios in the U.S. We also offer similar services in Europe, Australia and Japan.

Nielsen Broadcast Data Systems (“BDS”). BDS monitors radio airplay on a continuous basis from 1,600 radio stations in the U.S. This data is used by music labels, radio stations and performing rights organizations to adjust station playlists and to determine marketing spend for various titles. Using patented computer technology, BDS provides daily reporting, and in certain cases real-time reporting, to its client base through the Internet. In certain countries in Europe, Nielsen Music Control provides similar radio airplay monitoring services.

Nielsen Business Media

Our Nielsen Business Media (“NBM”) segment is one of the largest providers of integrated business-to-business information in the world. The segment has more than 100 trade shows, approximately 100 websites and over 100 print publications and online newsletters, each targeted to specific industry groups. Through 2006, our NBM segment was comprised of two divisions: Nielsen Business Media U.S. and Nielsen Business Media Europe (“BME”), each with its own trade shows, online media assets and publications. On

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February 8, 2007, we completed the sale of BME to 3i, a European private equity and venture capital firm. The Company’s financial statements reflect BME’s business as a discontinued operation.

Our NBM segment is anchored by the U.S. trade show business, which is characterized by high margins, diversified end markets and strong free cash flow. The trade show business operates leading trade shows across a wide range of industries, such as jewelry, general merchandise and kitchen & bath design. In addition, our publications, such as Billboard and The Hollywood Reporter, benefit from leading brand name recognition and established audiences. Customers include professionals and advertisers from a variety of industries including marketing, media, advertising, entertainment, informational technology, career management and finance. For the fiscal year ended December 31, 2006, NBM generated approximately 11% of our pro forma revenue.

Trade Shows. Each year, we produce approximately 60 trade shows in the U.S., with a total audience of approximately 475,000 and a total booth space of over six million square feet for attendees principally comprised of retailers, distributors and business professionals. Industry leaders use these events to sell existing products and to promote the launch of new products in order to reach decision-makers in their respective industries. Our U.S. trade shows were ranked first in terms of show square footage and second in number of top 200 shows, respectively, in the annual Tradeshow Week rankings of the top 200 U.S. trade shows for 2006. Our portfolio is diversified across a large number of end markets. Leading events include the Hospitality Design Conference and Expo, the Kitchen/Bath Industry Show and Conference, Associated Surplus Dealers/Associated Merchandise Dealers shows, the Interbike International Bike Show and Expo and the JA International Jewelry Summer and Winter Shows.

Online Media & Publications. In the U.S., we publish trade publications and maintain related online sites across various segments including marketing and media, retail trade, construction, real estate, travel, entertainment, health, jewelry and gifts, among others. These publications are distributed to approximately 1.2 million readers. Well known titles include Billboard, The Hollywood Reporter, Adweek, Brandweek, Film Journal International, Commercial Property News and National Jeweler. Billboard covers leading music artists and the marketing plans for their upcoming releases, including music videos. The Hollywood Reporter is a leading film and entertainment magazine which keeps industry professionals abreast of films that are in production and development. Brandweek and Adweek are leading sources for the latest brand management strategies and tools. The websites related to these titles provide further information on their respective industry groups and developments. Our online media offerings and publications attract brand managers who we then help to build an integrated, business-to-business marketing campaign that reaches retailers through many of the same online and print media.

Trade Show Joint Ventures Outside U.S. We organize over 50 trade shows in the Netherlands and elsewhere in Europe as well as in China and elsewhere in Asia through our joint venture with Jaarbeurs.

Sales and Marketing

Our MI and MMI services typically comprise information, the software tools to access the information and a Client Service team to help interpret the information and ensure that the client derives maximum value. The Client Service team is often located at the client site, and can also be available on an “as needed” basis, either in person or by phone. Client Service is responsible for both managing the client relationship and developing new sales opportunities with the client. The majority of services are usually provided on an ongoing or continuous basis, and therefore typically agreed for multiple years.

Large customers typically subscribe to a market measurement service from Nielsen or one of its competitors, so an important role of Client Service is to focus on client retention and to win business held by competitors. Another key Client Service responsibility within our MI business, is to sell additional products and services beyond the core measurement services. These additional services include targeting and segmentation (ACNielsen Homescan, Spectra), new product testing (BASES) and other advisory services.

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Our large customers often need to monitor their business on a regional or global basis. To meet this need, Nielsen will sometimes assign a senior Client Service professional to be the regional or global account manager. This person may be based at the client’s headquarters building, where he or she can develop relationships with the customer’s senior executives, further enhancing our client relationship. At the same time, many smaller target companies do not subscribe to a continuous measurement service so we also employ a specialist Client Service team to target this market opportunity with offerings tailored to fit the needs of smaller companies.

Marketing activities are focused on strategic marketing, product management, new product development and ensuring that Client Service is well-equipped with information and support materials on Nielsen’s product and service offerings. Marketing strategy is set globally, while marketing activities are managed on a regional basis. Nielsen’s investment in Client Service means that we have personal contact with our clients on a daily basis. Therefore, marketing communications efforts are focused on supporting Client Service with brochures, fact sheets, client advisory boards, websites and, in larger markets, annual conferences and newsletters. Spending on advertising and public relations is not considered key to our business success and is therefore limited.

Competition

Marketing Information

ACNielsen has numerous competitors in its various lines of business throughout the world. Competition includes companies specializing in marketing research, the in-house research departments of manufacturers and advertising agencies, retailers that sell information directly or through brokers, information management and software companies, and consulting and accounting firms. In retail measurement services, ACNielsen’s principal competitor in the U.S. is Information Resources, Inc. Information Resources, Inc. is also active in Europe and, through partial ownership of MEMRB, in Eastern Europe and other geographies. Our consumer panel services, custom research services, and other data and advisory services business have direct and/or indirect competitors, including Taylor Nelson Sofres plc and GFK AG, in many markets in which they operate. Principal competitive factors include innovation, quality, timeliness, reliability and comprehensiveness of data and analytical services, flexibility in tailoring services to client needs, price, and geographic and market coverage.

Media Measurement & Information

Nielsen Media Research has maintained a strong leadership position in the television ratings measurement industry in the U.S. There are a number of firms that do qualitative research. Taylor Nelson Sofres plc has taken initial steps toward doing quantitative viewership estimates. Nielsen Media Research’s ratings have been criticized on occasion by various participants in the television industry. This criticism, in part, may increase the likelihood of additional competition in the media research business. Outside of the U.S. AGB Nielsen Media Research faces competition from various competitors in several of the jurisdictions in which it operates. Our other Media Measurement & Information businesses also face direct and indirect competition in most markets in which they operate. Principal competitive factors include innovation, quality, timeliness, reliability and comprehensiveness of data and analytical services, flexibility in tailoring services to client needs, price, and geographic and market coverage.

Nielsen Business Media

The Nielsen Business Media group faces competition in each of its principal product markets. Typically, there are several competitors that target the same industry sector. Furthermore, trade publications are subject to competition for advertising revenues from other media including the Internet and trade shows. In the U.S., our trade publications face competition principally from Reed Elsevier. The competition for trade shows is highly fragmented, both by product offering and geography. Because of the availability of alternative venues and dates and the ability to define events for particular industry segments, the range of competition for exhibitor spending, sponsorships and attendees is extensive. The trade show business in the Netherlands faces competition from RAI International Communications Group. Trade associations, with strong industry ties, also provide significant

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competition. The principal competitive factors in Nielsen Business Media include the quality of information, quality and breadth of services, as well as level of customer support, level of technical expertise and price.

Regulation

Data Protection

Our operations are subject to and affected by data protection laws in many countries. The number of countries in key business jurisdictions with data protection laws has been slowly increasing. Compliance with these laws can impose administrative and operational burdens and other costs, and these are more significant where the data is considered to be sensitive. The consequences of a compliance failure can include civil and criminal sanctions, negative publicity, data being blocked from use, and liability under contractual warranties of compliance.

Data protection laws constrain whether and how personal data may be collected, how it may be used, how it must be stored, and whether and to whom and where it may be transferred. While the laws on personal data vary from country to country, certain basic principles are common to most data protection laws, regardless of region or subject matter. For example, the data subject should receive notice of certain details of what information is being collected, and of its planned use, storage and transfer. Data protection laws usually contemplate some degree of choice on the part of the data subject over the collection and use of personal data. Future uses of personal data generally must conform to the disclosures in the notice that was the basis for consent. Personal data should be maintained in accurate form, and the data subject should have some level of access to the information to ensure accuracy. Finally, these laws generally require sufficient security around the personal data.

In many countries, “personal data” means information relating to an identifiable individual. Data protection laws do not apply to anonymous data, and usually do not apply to information about corporations. Personal data may be characterized as “sensitive” when it reveals information about a person’s health, religion and/or philosophy, politics, race and/or ethnicity, sexual preferences and/or practices, union membership, criminal records, finances, or location. All personal data may be subject to the data protection laws, but “sensitive” personal data typically is more highly regulated than non-sensitive data. Generally this means that for sensitive data the data subject’s consent should be more explicit and more fully informed, and that security measures should be more rigorous.

Our products and services incorporate both non-sensitive and sensitive personal data. Sensitive personal data may be revealed by certain demographic data that is collected and by several of the consumption preferences that are tracked. These preferences include those concerning such items as books, magazines, music, videos, healthcare products and services, religious products and services such as kosher or vegetarian items, Internet activity, and cable/satellite television.

The greater constraints that apply to the collection and use of highly regulated data can have several consequences for us. For example, for panel management the more rigorous consent measures may significantly depress cooperation from panel recruits and increase the administrative and operational burden and costs of panel recruitment and management. That and the more rigorous security measures required can significantly increase costs as compared to those for non-sensitive data. Also affected are products that incorporate data from or enhance the databases of third parties, especially such highly regulated entities as financial, telecommunications, and healthcare institutions. Regulation of data from these sources can either eliminate their availability or increase the cost of using them due to the larger administrative and operational burden and expense associated with the required compliance measures. There also is a greater enforcement focus on highly regulated personal data as compared to non-sensitive data. In the event of a compliance failure there is a relatively higher risk of sanctions, civil and criminal liability, and negative publicity.

In certain cases, regulation of third-party sources of data may offer us a competitive advantage where we are not covered by the regulation. For example, the value of our data on subjects such as video and cable or satellite viewing in the U.S. may be higher due to the fact that U.S. law prohibits the suppliers of those services from disclosing such personal data.

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Certain means of data collection are more highly regulated than others. There is a greater regulatory focus on data collection methods that may not always be obvious to the data subject or that otherwise present a higher risk of abuse. Examples include: collecting data online, especially by means of cookies or similar technologies, or directly from children; collecting information by means of radio frequency identification tags; and tracking location, for example by using global positioning satellites or RFID tags. The increased compliance costs associated with these means of data collection may reduce their cost-effectiveness or other advantages. Our product development plans contemplate certain of these data collection methods.

Transfer of data outside the country where it is collected is constrained by many data protection laws, and most significantly by the European Union. This has an impact on how data can be most efficiently managed. For example, these constraints have a bearing on centralized database management, because multinational access to a central database may constitute a transfer of data to the point of access. Cross-border transfers are not flatly prohibited, but the compliance measures that must be implemented before such transfers are permitted impose significant operational burdens and costs. Most of the available compliance measures also increase our exposure to liability in the event of a compliance failure.

Employees

On December 31, 2006, we had approximately 41,000 full and part-time employees worldwide with approximately 13,000 of those being located in the U.S. Of our worldwide employees, approximately 31,000 full and part-time employees were in Marketing Information, approximately 9,000 in Media Measurement & Information and over 1,000 in Nielsen Business Media. Outside of the U.S. a number of our employees are members of Workers Councils or other similar organizations. We believe that our success depends partly on our continuing ability to retain and attract highly qualified technical, sales and management personnel. Although qualified personnel are in high demand and competition exists for their services, we believe that we have been able to retain and attract highly qualified personnel. We believe our relationships with our employees are good. See “Risk Factors—If we are unable to attract, retain and motivate employees, we will not be able to compete effectively and will not be able to expand our business.”

Intellectual Property

We own registered marks for “Nielsen,” “ACNielsen” and several other Nielsen brands and own or have applied for trademark registrations in the U.S. and in numerous jurisdictions outside the U.S. for many of our services and software products. We also have numerous trade secrets relating to data processing that are of material importance to our business. We have a number of registrations of our copyrights and a number of patents and patent applications pending including patents relating to audience measurement systems, broadcast encoding Internet content monitor systems, and automated data collection.

To protect our proprietary services and software, we rely on a combination of contractual provisions, confidentiality procedures and patent, copyright, trademark, service mark and trade secret laws. We also have established policies requiring our personnel and representatives to maintain the confidentiality of our proprietary property. We will continue to apply for software and business method patents on a case-by-case basis and will continue to monitor ongoing developments in the evolving software and business method patent field. See “Risk Factors—Our success will depend upon our ability to protect our intellectual property rights.”

Technology and Operations

Our businesses are supported by an infrastructure that features advanced data processing technologies and services. We use leading technologies to support our proprietary data collection and warehousing systems. Examples include, in-home point-of-sale scanning solutions, Internet-enabled retailer point-of-sale uploads, mobile handheld devices for our retail store auditing teams, proprietary in-home television monitoring capabilities (Set Meter, People Meter, Active/Passive Meter) and Internet-based survey delivery and data capture. Scalable, networked, midrange and mainframe processors manage, manipulate and store this information in highly structured databases. Our delivery and data analysis software platforms enable access to our information

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products, as well as the ability to download information to the customer’s desktop for use in common spreadsheet and presentation software. We provide these capabilities to our customers and other businesses via consistent, secure and convenient access through Internet-based or dedicated telecommunication links. These technologies and services are supported by data center networks including the Nielsen Media Research Global Technology and Information Center (“GTIC”) in Oldsmar, Florida. The GTIC campus includes our data center and network operations facility. This facility is designed for high-availability, high-performance delivery of information products to our customers and other businesses on a 365 day per year, 24 hour per day, continuous schedule. The GTIC is also designed for high-capacity database operations and is equipped with full Internet backbone networking capability for connectivity to our customers and our other business locations.

Properties and Facilities

We lease property in more than 600 locations worldwide. We also own six properties worldwide, including ACNielsen’s offices in Oxford, United Kingdom, Mexico City, Mexico and Sao Paulo, Brazil. Our leased property includes offices in New York, New York, Oldsmar, Florida, and Markham, Canada. Nielsen Media Research leases property in Oldsmar, Florida which we use as our GTIC. The obligations of Nielsen Media Research under this lease are guaranteed by The Nielsen Company B.V. In addition, Nielsen is subject to certain covenants including the requirement that it meet certain conditions in the event it merges into or conveys, leases, transfers or sells its properties or assets as an entirety or substantially as an entirety to, any person or persons, in one or a series of transactions.

Legal Proceedings

In addition to the legal proceedings described below, we are presently a party to certain lawsuits arising in the ordinary course of our business. We believe that none of our current legal proceedings will have a material adverse effect on our business, financial condition or results of operations.

On June 16, 2005, erinMedia, LLC filed a lawsuit in federal district court in Tampa, Florida. The lawsuit alleges that Nielsen Media Research violated federal and Florida state antitrust laws by attempting to maintain a monopoly in the market for producing national television audience measurement data. The complaint does not specify the amount of damages sought, but does request that the court terminate Nielsen Media Research’s contracts with the four major national broadcast television networks. On November 17, 2005, the court granted Nielsen Media Research’s motion to dismiss in part, and dismissed erinMedia’s affiliated company, ReacTV, and its claims. The case is now in discovery on the remaining claims by erinMedia. On January 11, 2006, erinMedia filed a related action against Nielsen alleging violations of federal and state false advertising and unfair competition law. By order dated January 24, 2007, the court dismissed the action, without prejudice, upon stipulation of the parties. We believe the original action is without merit.

On April 12, 2006, Wrapsidy, LLC filed a lawsuit in California Superior Court in Santa Clara County. The lawsuit asserts claims against Nielsen Media Research for violation of the California Franchise Investment Act, misappropriation of trade secrets, unfair competition and business practices, anticipatory breach of contract and other claims arising out of certain contracts between the parties. Wrapsidy also alleges harm arising out of certain contractual and pricing practices of Nielsen Media Research. The complaint does not specify the amount of damages sought and seeks declaratory and equitable relief. The case is now in discovery. We believe this action is without merit.

On August 31, 2006 a notice of disagreement was filed by World Directories Acquisition Corp. (“WDA”) against us and certain of our subsidiaries pursuant to the Sale and Purchase Agreement (“SPA”) between the parties dated September 26, 2004 under which our World Directories business was sold. The claim arises in connection with certain post-closing matters under the SPA related to the submission of the completion accounts related to the business. WDA asserts a claim for approximately €46 million and we, in opposition to WDA’s claim, have claimed approximately €8.2 million. The matter has been submitted to arbitration pursuant to the SPA.

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D&B Legacy Tax Matters

In November 1996, D&B, then known as the Dun & Bradstreet Corporation (“Old D&B”) separated into three public companies by spinning off the ACNielsen Corporation (“ACNielsen”) and Cognizant Corporation (“Cognizant”) (the “1996 Spin-Off”).

In June 1998, Old D&B changed its name to R.H. Donnelley Corporation and spun-off the Dun & Bradstreet Corporation (“New D&B”), and Cognizant changed its name to Nielsen Media Research, Inc. (“NMR”), now part of Nielsen, and spun-off IMS Health (the “Cognizant Spin”). In September 2000, New D&B changed its name to Moody’s Corporation and spun-off a company now called The Dun & Bradstreet Corporation. In November 1999, Nielsen acquired NMR and in 2001 Nielsen acquired ACNielsen.

Pursuant to the agreements affecting the 1996 Spin-Off, among other things, certain liabilities, including certain contingent liabilities and tax liabilities arising out of certain prior business transactions (the “D&B Legacy Tax Matters”), were allocated among Old D&B, ACNielsen and Cognizant. The agreements provide that any disputes regarding these matters are subject to resolution by arbitration.

As a result of the Cognizant Spin, IMS Health and NMR agreed they would share equally Cognizant’s share of liability arising out of the D&B Legacy Tax Matters.

In connection with the acquisition of NMR, Nielsen recorded in 1999 a liability for NMR’s aggregate liability for payments related to the D&B Legacy Tax Matters. Currently the parties are in arbitration over one tax related dispute. Nielsen believes it has adequately provided for any remaining liability related to these matters.

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MANAGEMENT

The Executive Officers set forth below are responsible for achieving Nielsen’s goals, strategy, policies and results. The supervision of Nielsen’s management and the general course of its affairs and business operations is entrusted to the Supervisory Board, which currently consists of thirteen members. The officers and directors of Nielsen are as follows:

Name	Age	Position(s)
Executive Officers
David L. Calhoun	50	Chairman, Executive Board and Chief Executive Officer
Susan Whiting	50	Executive Vice President
Mitchell Habib	46	Executive Vice President, Global Business Services
Brian J. West	37	Chief Financial Officer
James W. Cuminale	54	Chief Legal Officer
Gregory L. Anderson	51	Chief Human Resources Officer
David E. Berger	50	Senior Vice President and Corporate Controller
Robert A. Ruijter	56	Executive Advisor to Supervisory Board; Member, Executive Board
Supervisory Board Members
Iain Leigh	50	Director
James A. Quella	57	Director
Michael S. Chae	38	Director
Allan M. Holt	55	Director
James M. Kilts	59	Director
James A. Attwood, Jr.	48	Director
Patrick Healy	40	Director
Lord Clive Hollick	61	Director
Alexander Navab	41	Director
Scott A. Schoen	48	Director
Richard J. Bressler	49	Director
Dudley G. Eustace	71	Director
Gerald S. Hobbs	66	Director

David L. Calhoun. Mr. Calhoun serves as Chairman of the Executive Board and Chief Executive Officer of Nielsen. Prior to joining Nielsen, Mr. Calhoun was a Vice Chairman of General Electric Company and President and CEO of GE Infrastructure, the largest of GE’s six business segments and comprised of Aviation, Energy, Oil & Gas, Transportation, and Water & Process Technologies, as well as GE’s Commercial Aviation Services and Energy Financial Services businesses. From 2003 until becoming a Vice Chairman of GE and President and CEO of GE Infrastructure in 2005, Mr. Calhoun served as President and CEO of GE Transportation, which is made up of GE’s Aircraft Engines and Rail businesses. Prior to joining Aircraft Engines in July 2000, Mr. Calhoun served as president and CEO of Employers Reinsurance Corporation from 1999 to 2000; president and CEO of GE Lighting from 1997 to 1999; and president and CEO of GE Transportation Systems from 1995 to 1997. From 1994 to 1995, he served as President of GE Plastics for the Pacific region. Mr. Calhoun joined GE upon graduation from Virginia Polytechnic Institute in 1979.

Susan Whiting. Ms. Whiting serves as Executive Vice President of Nielsen and Chairman of Nielsen Media Research. Ms. Whiting has overall responsibility for global marketing and product leadership across the Company as well as overall strategic responsibility for all Nielsen MMI businesses worldwide. Ms. Whiting joined Nielsen Media Research in 1978 as part of its management training program. Since then she has worked in every aspect of the business. In 1997 she was appointed General Manager of National Services and Emerging Markets. In 2001, she was named President and Chief Operating Officer, and nine months later was named CEO. Ms. Whiting serves on the Board of Directors of NetRatings, Inc. (approximately 60% owned by Nielsen) and Wilmington Trust Corporation. She graduated from Denison University with a Bachelor of Arts degree (cum laude) in Economics.

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Mitchell Habib. Mr. Habib serves as Executive Vice President, Global Business Services of Nielsen. Prior to joining Nielsen, Mr. Habib was employed by Citigroup as the Chief Information Officer of its North America Consumer Business and prior to that it’s North America Credit Cards Division. He also served as Chief Information Officer for several major divisions of the General Electric Company for over seven years.

Brian J. West. Mr. West serves as the Chief Financial Officer of Nielsen. Prior to joining Nielsen, he was employed by the General Electric Company as the Chief Financial Officer of its GE Aviation, Infrastructure division. Prior to that, Mr. West held several senior financial management positions within the GE organization, including Chief Financial Officer of its GE Engine Services division, Chief Financial Officer of GE Plastics Lexan and Chief Financial Officer of its NBC TV Stations division. Mr. West is a veteran of GE’s financial management program and spent more than 16 years with GE.

James W. Cuminale. Mr. Cuminale serves as the Chief Legal Officer of Nielsen. Prior to joining Nielsen, Mr. Cuminale served for over ten years as the Executive Vice President—Corporate Development, General Counsel and Secretary of PanAmSat Corporation and PanAmSat Holding Corporation.

Gregory L. Anderson. Mr. Anderson serves as Chief Human Resources Officer of Nielsen, a position he has held since August 2004. In this role he is responsible for all aspects of human resources and employee communications worldwide. Mr. Anderson has held senior leadership positions at a number of major global companies. Before joining Nielsen he served as Vice President of Human Resources and Workforce Development at Hewlett Packard (HP) for the Enterprise Systems Business Group. Prior to the HP merger with Compaq, he held the post of Vice President for Compaq’s Sales, Servicing and Marketing organizations. He also held a number of senior level HR positions at PepsiCo and managed regional operations for Morrison Healthcare. Mr. Anderson holds a Bachelor of Science degree in Management from Virginia Tech University.

David E. Berger. Mr. Berger serves as Senior Vice President and Corporate Controller of Nielsen, a position he has held since August 2005. In this role he is responsible for accounting, financial reporting, planning and analysis, budgeting and financial systems. Prior to this role, he served as Chief Financial Officer of The Nielsen Company (US), Inc. with responsibility for overseeing the U.S. arm of corporate controlling in addition to being responsible for global purchasing, real estate and financial systems. Prior to joining Nielsen in 2001 he had been employed for almost ten years at Simon and Schuster in varying senior management capacities leaving as Senior Vice President, Finance and Development. Prior to his tenure at Simon & Schuster, Mr. Berger worked at American National Can Company where he was Chief Financial Officer of one of its largest divisions. A CPA, Mr. Berger started his professional career with the public accounting firm of Touche Ross and Company. Mr. Berger holds a Bachelor of Science in Economics from the University of Pennsylvania and a Masters of Business Administration from the University of Chicago.

Robert A. Ruijter. Mr. Ruijter serves as an Executive Advisor to the Supervisory Board and a member of the Executive Board of Nielsen. In this role he is responsible for advising the Supervisory Board on matters impacting Nielsen. Mr. Ruijter served as our Chief Financial Officer until February 23, 2007. Mr. Ruijter joined Nielsen in 2004 as Chief Financial Officer and as a member of the Executive Board. Prior to joining Nielsen, Mr. Ruijter held a number of positions at various multinationals. In 2001 Mr. Ruijter became CFO and Managing Director of KLM Royal Dutch Airlines. In 2000, he was named Executive Vice President & CFO of Baan Company N.V. after spending seven years with Philips as Director of Finance and Executive Vice President & CFO of Philips Lighting. Before Philips, Mr. Ruijter worked at British Petroleum, PLC in a variety of roles including Managing Director & CEO of BP Sweden. He began his career as a public accountant with Ernst & Young Accountants, and is a Dutch (RA) Chartered Accountant, a U.S. CPA and is a member of the Association of Corporate Treasurers in the United Kingdom.

Iain Leigh. Mr. Leigh has been a member of Nielsen’s Supervisory Board since June 13, 2006. Mr. Leigh is a Managing Partner and Head of the U.S. office of AlpInvest Partners. Prior to joining AlpInvest Partners in 2000, Mr. Leigh was Managing Investment Partner of Dresdner Kleinwort Benson Private Equity and a member of the Executive Committee of the firm’s global private equity business. Prior to that, he led the Restructuring

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Department within Kleinwort Benson’s Investment Banking division focusing on U.S. leveraged buy-outs and venture capital investments. Before moving to the U.S., Mr. Leigh held a number of senior operating positions in Kleinwort Benson in Western Europe and Asia. Mr. Leigh is a Fellow of the Chartered Association of Certified Accountants, U.K., and holds a Master’s degree in Business Administration from Brunel University, England.

James A. Quella. Mr. Quella has been a member of Nielsen’s Supervisory Board since July 28, 2006. Mr. Quella is a Senior Managing Director and Senior Operating Partner of the Private Equity Group of The Blackstone Group. Prior to joining The Blackstone Group, Mr. Quella was a Managing Director and Senior Operating Partner with DLJ Merchant Banking Partners—CSFB Private Equity. Prior to that, Mr. Quella was Vice Chairman of Mercer Management Consulting and Strategic Planning Associates, its predecessor firm. Mr. Quella is currently a director of Allied Waste, Celanese, Graham Packaging, Michael’s Stores and Houghton Mifflin. Mr. Quella received a B.A. from the University of Chicago/University of Wisconsin Madison and an M.B.A. with Dean’s Honors from the University of Chicago Graduate School of Business.

Michael S. Chae. Mr. Chae has been a member of Nielsen’s Supervisory Board since June 13, 2006. Mr. Chae is a Senior Managing Director of the Private Equity Group of The Blackstone Group. Prior to joining The Blackstone Group in 1997, Mr. Chae worked as an Associate at The Carlyle Group and prior to that he was with Dillon, Read & Co. Mr. Chae is currently a director of Extended Stay America, Michael’s Stores and Universal Orlando and a member of the Board of Trustees of the Lawrenceville School. Mr. Chae graduated magna cum laude from Harvard College, received an M.Phil from Cambridge University and received a J.D. from Yale Law School.

Allan M. Holt. Mr. Holt has been a member of Nielsen’s Supervisory Board since November 23, 2006. Mr. Holt is a Managing Director and Co-head of the U.S. Buyout group of The Carlyle Group. Mr. Holt has extensive private equity investment experience, having most recently led Carlyle’s Global Aerospace, Defense, Technology and Business/Government Services team. Mr. Holt joined Carlyle in 1991. Prior to joining Carlyle, Mr. Holt spent three and a half years with Avenir Group, Inc., an investment and advisory group. Mr. Holt was also previously with MCI Communications Corporation, where, as Director of Planning and Budgets, he managed a group responsible for the development, review and analysis of MCI’s multibillion-dollar financial operating and capital plans. Before joining MCI, he was with Coopers & Lybrand. Mr. Holt is a graduate of Rutgers University and received his M.B.A. from the University of California, Berkeley. Mr. Holt is a member of the Boards of Directors of Fairchild Imaging, Inc., Landmark Aviation, MedPointe, Inc., SS&C Technologies, Inc., Standard Aero, Ltd. and Vought Aircraft Industries, Inc.

James M. Kilts. Mr. Kilts has been a member of Nielsen’s Supervisory Board since November 23, 2006. Mr. Kilts is a founding partner of Centerview Partners. Prior to joining Centerview Partners, Mr. Kilts was Vice Chairman of the Board, The Procter & Gamble Company. Mr. Kilts was formerly Chairman of the Board, Chief Executive Officer and President of The Gillette Company before the company’s merger with Procter & Gamble in October 2005. Prior to Gillette, Mr. Kilts had served at different times as President and Chief Executive Officer of Nabisco, Executive Vice President of the Worldwide Food group of Philip Morris, President of Kraft USA and Oscar Mayer, President of Kraft Limited in Canada, and Senior Vice President of Kraft International. A graduate of Knox College, Galesburg, Illinois, Mr. Kilts earned a Master of Business Administration degree from the University of Chicago. Mr. Kilts is currently a member of the Board of Directors of Met Life, The New York Times, and MeadWestvaco as well as a member of Citigroup’s International Advisory Board. Mr. Kilts also serves on the Board of Trustees of Knox College and the University of Chicago and as Chairman of the Advisory Council of the University of Chicago Graduate School of Business.

James A. Attwood, Jr. Mr. Attwood has been a member of Nielsen's Supervisory Board since July 28, 2006. Mr. Attwood is a Managing Director of The Carlyle Group and Head of the Global Telecommunications and Media group. Prior to joining Carlyle, Mr. Attwood was with Verizon Communications, Inc. and GTE Corporation. Prior to GTE, he was with Goldman, Sachs & Co. Mr. Attwood serves as a member of the Boards of Directors of Hawaiian Telcom, Insight Communications and WILLCOM, Inc. Mr. Attwood graduated summa

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cum laude from Yale University with a B.A. in applied mathematics and an M.A. in statistics and received both J.D. and M.B.A. degrees from Harvard University.

Patrick Healy. Mr. Healy has been a member of Nielsen’s Supervisory Board since June 13, 2006. Mr. Healy is a Managing Director of Hellman & Friedman and leads the firm’s London office. Mr. Healy’s primary areas of focus are the media, financial and professional services industries and the firm’s European activities. Prior to joining Hellman & Friedman in 1994, Mr. Healy was with James D. Wolfensohn Incorporated and Consolidated Press Holdings in Australia. Mr. Healy is currently a director of DoubleClick, Inc., Mondrian Investment Partners, The Nasdaq Stock Market, Inc., entities affiliated with Gartmore Investment Management plc, the Nielsen Companies and oversees the firm’s investment in Axel Springer AG.

Lord Clive Hollick. Lord Hollick has been a member of Nielsen’s Supervisory Board since July 28, 2006. Lord Hollick is a Member at Kohlberg Kravis Roberts & Co., where he heads the Media industry team in Europe. Prior to joining Kohlberg Kravis Roberts & Co. in 2005, Lord Hollick was CEO of United Business Media. Lord Hollick is currently the Chairman of SBS Broadcasting, a senior director of Diageo plc and a director of Honeywell Inc. Lord Hollick received a B.A. from Nottingham University.

Alexander Navab. Mr. Navab has been a member of Nielsen’s Supervisory Board since June 13, 2006. Mr. Navab is a Member at Kohlberg Kravis Roberts & Co., where he heads the Media and Communications industry team. Prior to joining Kohlberg Kravis Roberts & Co. in 1993, Mr. Navab was with James D. Wolfensohn Incorporated and prior to that he was with Goldman, Sachs & Co. Mr. Navab is currently a director of Visant. Mr. Navab received a B.A. with Honors, Phi Beta Kappa, from Columbia College and an M.B.A. with High Distinction from the Harvard Graduate School of Business Administration.

Scott A. Schoen. Mr. Schoen has been a member of Nielsen’s Supervisory Board since June 13, 2006. Mr. Schoen is a Co-President of Thomas H. Lee Partners. Prior to joining Thomas H. Lee Partners in 1986, Mr. Schoen was with the Private Finance Department of Goldman, Sachs & Co. Mr. Schoen is currently a director of Simmons Company and Spectrum Brands, Inc. He is a member of the Board of Trustees of Spaulding Rehabilitation Hospital Network. He is also a member of the Board of Advisors of the Yale School of Management and a member of the Yale Development Board. Mr. Schoen received a B.A. in History from Yale University, a J.D. from the Harvard Law School and an M.B.A. from Harvard Graduate School of Business Administration. Mr. Schoen is a member of the New York Bar.

Richard J. Bressler. Mr. Bressler has been a member of Nielsen’s Supervisory Board since July 28, 2006. Mr. Bressler joined Thomas H. Lee Partners as a Managing Director in 2006. From May 2001 through 2005, Mr. Bressler was the Senior Executive Vice President and Chief Financial Officer of Viacom Inc. Before joining Viacom, Mr. Bressler was Executive Vice President of AOL Time Warner Inc. and Chief Executive Officer of AOL Time Warner Investments. Prior to that, Mr. Bressler served in various capacities with Time Warner Inc., including as Chairman and Chief Executive Officer of Time Warner Digital Media, and Executive Vice President and Chief Financial Officer of Time Warner Inc. Before joining Time Inc., Mr. Bressler was a partner with Ernst & Young. Mr. Bressler serves on the Boards of Warner Music Group, Gartner, Inc. and American Media, Inc. In addition, he serves as Chairman for the Center for Communication Board, the Duke University Fuqua School of Business’s Board of Visitors, New School University’s Board of Trustees, the J.P. Morgan Chase National Advisory Board and the Columbia University School of the Arts Deans’ Council. Mr. Bressler holds a B.B.A. in Accounting from Adelphia University.

Dudley G. Eustace. Mr. Eustace has been a member of Nielsen’s Supervisory Board since June 13, 2006. Mr. Eustace currently serves as the chairman of the supervisory board of Smith & Nephew Plc., the vice chairman of the supervisory board and chairman of the audit committee of Royal KPN N.V., the chairman of the supervisory board and chairman of the nominating committee of Aegon N.V., the vice chairman of the supervisory board and chairman of the audit committee of Hagemeyer N.V., a member of the European Advisory Council of NM Rothschild & Sons, a member of the supervisory board of Stork N.V., a member of the board of Charterhouse Vermorgensbehler B.V. and a member of the board of Providence Capital N.V.

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Gerald S. Hobbs. Mr. Hobbs has been a member of Nielsen’s Supervisory Board since January 2004. Mr. Hobbs was formerly a Vice Chairman of Nielsen’s Executive Board from 1999 until 2003. Mr. Hobbs is a Managing Director at Boston Ventures, Inc., which he joined in January 2005 as a partner. In addition, Mr. Hobbs is currently a director of The Bureau of National Affairs, Inc., Medley Global Advisors, LLC, New Track Media and the Advertising Council.

Committees of the Board of Directors

The Supervisory Board established and maintains three committees through which it has authorized designated members of the Board to act: the Executive Committee, the Audit Committee and the Compensation Committee. The Executive Committee, consisting of Messrs. Navab (as Chairman), Attwood, Chae, Healy and Schoen, is authorized to act for the Supervisory Board between its regular meetings, subject to Board notification requirements.

In general, the Audit Committee, consisting of Messrs. Bressler (as Chairman), Healy, Hobbs and Quella, recommends the appointment of an external auditor and oversees the work of the external and internal audit functions, provides compliance oversight, establishes auditing policies, reviews and assesses the financial results relating to Nielsen’s transformation initiative, discusses the results of the annual audit, critical accounting policies, significant financial reporting issues and judgments made in connection with the preparation of the financial statements and related matters with the external auditor and reviews earnings press releases and financial information provided to analysts and ratings agencies.

The Compensation Committee, consisting of Messrs. Schoen (as Chairman), Attwood, Chae, Navab and Healy, is responsible for setting, reviewing and evaluating our compensation, and related performance and objectives, of our senior management team.

Code of Ethics

We have a code of ethics (the “Code of Ethics”) that applies to all of our employees, including our principal executive officer, our principal financial officer and principal accounting officer, or persons performing similar functions. These standards are designed to deter wrongdoing and to promote honest and ethical conduct.

Compensation Discussion and Analysis

This section contains a discussion of the material elements of compensation awarded to, earned by or paid to our chief executive officer, our former chief executive officer (who resigned from office on June 13, 2006), our principal financial officer, and our three other most highly compensated executive officers in 2006. These individuals are referred to as the “Named Officers.”

Our executive compensation programs are determined and approved by our Compensation Committee. None of the Named Officers are members of the Compensation Committee or otherwise had any role in determining the compensation of other Named Officers, with the exception of our Chief Executive Officer David Calhoun, who has a role in determining the compensation of Susan Whiting, an executive vice president.

Executive Compensation Program Objectives and Overview

The Compensation Committee reviews Nielsen’s executive compensation program to ensure that:

• The program adequately rewards performance which is tied to creating stockholder value; and

• The program is designed to achieve Nielsen’s goals of promoting financial and operational success by attracting, motivating and facilitating the retention of key employees with outstanding talent and ability.

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Nielsen’s executive compensation is based on three components, which are designed to be consistent with the Company’s compensation philosophy: (1) base salary; (2) annual incentive bonuses; and (3) long-term stock awards, including stock options and occasional awards of restricted stock units (“RSUs”), that are subject to performance-based and time-based vesting requirements. Senior management is asked to invest in the Company to ensure alignment with other owners, and stock options and RSUs are granted when an investment is made. Nielsen also provides certain perquisites to Named Officers. Severance benefits are provided to Named Officers whose employment terminates under certain circumstances. These benefits are described in further detail below in the section entitled “Potential Payments upon Termination.”

In structuring executive compensation packages, the Committee considers how each component promotes retention and/or motivates performance by the executive. Base salaries, perquisites, severance and other termination benefits are all primarily intended to attract and retain qualified executives. These are the elements of our executive compensation program where the value of the benefit in any given year is not dependent on performance (although base salary amounts and benefits determined with reference to base salary may increase from year to year depending on performance, among other things). We believe that to attract and retain senior executives, we must provide them with predictable benefit amounts that reward their continued service. Some of the elements, such as base salaries and perquisites, are generally paid out on a short-term or current basis. Other elements, such as benefits provided upon retirement or other terminations of employment, are generally paid out on a longer-term basis. We believe that this mix of short-term and long-term elements allows us to achieve our goals of attracting and retaining senior executives.

Our annual bonus opportunity is primarily intended to motivate Named Officers’ performance to achieve specific strategies and operating objectives, although we also believe it helps us attract and retain senior executives. Our long-term equity incentives are primarily intended to align Named Officers’ long-term interests with stockholders’ long-term interests, and we believe they help motivate performance and help us attract and retain senior executives. These are the elements of our executive compensation program that are designed to reward performance and the creation of stockholder value. Annual bonuses are paid out on an annual basis and are designed to reward performance for that year. Equity incentives are designed to reward performance on a long-term basis.

The Committee believes that performance-based compensation such as annual bonuses and long-term equity incentives play a significant role in aligning management’s interests with those of Nielsen’s stockholders. For this reason, these components of compensation constitute a substantial portion of compensation for our senior executives. Our compensation packages are designed to promote teamwork, initiative and resourcefulness by key employees whose performance and responsibilities directly affect the Company’s results of operations.

We generally do not adhere to rigid formulas or necessarily react to short-term changes in business performance in determining the amount and mix of compensation elements. We consider competitive market compensation paid by other companies, such as client companies and those in our specific industries, but we do not attempt to maintain a certain target percentile. We incorporate flexibility into our compensation programs to respond to and adjust for changing business conditions. We believe that our short-term and long-term incentives provide the appropriate alignment between the interests of our owners and management.

Current Executive Compensation Program Elements

Base Salaries

Salaries for our senior executives are reviewed by the Committee on an annual basis. In setting specific salary levels, the Committee assesses the executive’s past performance and expected future contributions to Nielsen, and considers Mr. Calhoun’s recommendations with respect to senior executives other than himself. As described below under “Employment Agreement with Mr. David Calhoun,” Nielsen has entered into an employment agreement with Mr. Calhoun that sets his level of base salary. The Committee believes that the base salary levels of the Company’s senior executives are reasonable in view of competitive practices, Nielsen’s

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performance and the contribution and expected contribution of those executives to the Company’s performance. Ms. Whiting’s salary was increased in November 2006 to reflect her new responsibilities as an Executive Vice President of the Company.

Annual Bonuses

Historically, annual incentive bonuses have been awarded to senior executives based upon multiple performance criteria, including evaluations of personal job performance and performance measured against objective business criteria. For the year ended December 31, 2006, factors considered in determining annual bonuses for our senior executives included profit as represented by EBITDA, revenue performance, cost savings, and an assessment of the executive’s job performance for 2006. We believe that focusing on bottom-line operating performance will result in a high-performing company over the long-term. Focusing on revenue performance will help ensure that Nielsen continues to grow and continues to be a leader in the markets we serve. We believe that focusing on cost efficiencies will allow us to free up resources to be invested in future, profitable growth. For 2007, we anticipate that the factors that will be considered in determining annual bonuses for our senior executives will include profit as represented by EBITDA, revenue performance and an assessment of the executive’s job performance for 2007.

Under his employment agreement, Mr. Calhoun’s annual bonus ranges from 0% to 200% of his base salary with a target bonus of 100%. For 2006, he was guaranteed a prorated bonus payment no less than his target bonus multiplied by the percentage of the year he was employed. His actual bonus for a given year is determined by the Committee based on his performance and the performance of the Company for that year as described above.

Long-Term Incentive Equity Awards

Nielsen’s policy is that the long-term compensation of its senior executives should be directly linked to the value provided to stockholders. Therefore, Nielsen historically made annual grants of stock options and, in some cases, RSUs to provide incentives to our executives to increase the value of our common stock. Since the Company was in serious negotiations to be purchased by the Sponsors, the Company decided not to make stock option grants in March 2006, as was its normal practice. According to the terms of the merger protocol, all ‘in-the-money’ stock options were cancelled and a cash payment was made to the option-holders in an amount equal to the excess of the purchase price per share over the exercise price of each option grant multiplied by the number of options granted.

Mr. Ruijter was a participant in the 2005-2007 Executive Board Long-Term Incentive Plan. This plan provided for an initial grant of RSUs which was increased to reflect the Company’s outperformance of the applicable EBITDA, total shareholder return and individual targets. The final value of the RSUs was based on the tender offer price of €29.50 which was determined to be the fair value of our common stock per the terms of the acquisition.

As described more fully below under “2006 Stock Acquisition and Option Plan”, equity awards are currently provided through common stock, stock options and, in limited circumstances, RSUs. Executives selected to participate in the plan are asked to invest in the Company by purchasing common stock. The amount initially requested is based upon the executive’s position in the organization, their impact on the organization and projected future impact. Once the executive purchases common stock at the fair market value as determined by the Compensation Committee, a designated number of stock options are granted to the executive. The large majority of these options are granted at an exercise price equal to the ‘fair market value’ as determined by the Committee, while a smaller amount are granted at an exercise price equal to 2 times the ‘fair market value’. These stock options are 50% time-vested while the remaining 50% are performance-vested. For the time-vested options, 5% are vested on the grant date and 19% are vested on December 31 of each of the five anniversaries of December 31, 2006. For the performance-vested options, 5% are vested on the grant date, and 19% are vested on December 31 of each of the five anniversaries of December 31, 2006 should the Company meet or exceed its

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targeted EBITDA performance in that year. If the EBITDA target is not met, that portion of the performance-vested options can vest in a future year if the multi-year cumulative EBITDA targets are met in the future year.

Executive Equity Participation Plan

Prior to the Transactions, the Company maintained an equity participation plan under which designated executives were permitted to defer a portion of their annual bonus and, instead, receive RSUs. Each RSU represented the right to one common share of the Company, to be transferred to the employee three years from the grant date. The Company matched each deferred bonus RSU with an additional RSU. The bonus RSUs were fully vested when received and the matching RSUs were to vest three years after the award of the initial bonus. As a result of the link with the annual bonuses, the granting of RSUs under the plan was conditional on the attainment of certain performance criteria in the year prior to the grant. Upon the acquisition of the Company, all outstanding RSUs were vested, the plan was terminated and cash was distributed to the holders of outstanding RSUs based on the tender offer price of €29.50.

2006 Stock Acquisition and Option Plan

On December 7, 2006, Valcon adopted the 2006 Stock Acquisition and Option Plan for Key Employees of Valcon Acquisition Holding B.V. and its subsidiaries (the “2006 Equity Plan”). The 2006 Equity Plan permits the grant of non-qualified stock options, incentive stock options, stock appreciation rights, purchase stock, restricted stock, dividend equivalent rights, and other stock-based awards to designated employees of Valcon and its affiliates. A maximum of 26,100,000 shares of common stock of Valcon may be subject to awards under the 2006 Equity Plan. The number of shares issued or reserved pursuant to the 2006 Equity Plan (or pursuant to outstanding awards) is subject to adjustment on account of mergers, consolidations, reorganizations, stock splits, stock dividends and other dilutive changes in the common stock. Shares of common stock covered by awards that terminate or lapse and shares delivered by a participant or withheld to pay the minimum statutory withholding rate, in each case, will again be available for grant under the 2006 Equity Plan. Shares of common stock that are acquired pursuant to the 2006 Equity Plan will be subject to the Management Stockholder’s Agreement. With the exception of Mr. Calhoun who purchased shares and was granted stock options pursuant to the terms of his employment agreement, none of the Named Officers purchased stock or were granted options under the plan in 2006.

Perquisites

We provide our Named Officers with perquisites, reflected in the “All Other Compensation” column of the Summary Compensation Table and described in the footnotes thereto. We believe that these are reasonable, competitive and consistent with our overall compensation program. The cost of these benefits is a small percentage of the overall compensation package but allow the executives to work more efficiently. We provide financial and tax preparation services, executive physicals and car allowances. Where necessary for business purposes, we also provide reimbursement for private club membership.

Severance and Other Benefits Upon Termination of Employment

Nielsen believes that severance protections play a valuable role in attracting and retaining key executive officers. Accordingly, Nielsen provides these protections to its senior executives. Beginning in 2007, these protections are offered in conjunction with participation in the company’s 2006 Equity Plan. In the case of Mr. Calhoun, however, these benefits are provided under his employment agreement which is described in further detail below under the section ‘Employment Agreement with Mr. David L. Calhoun’. The Compensation Committee considers these severance protections an important part of an executive’s compensation.

Termination Protection Agreements

Prior to the Transactions, we entered into termination protection agreements with each of our Named Officers (except Mr. Calhoun) and with certain of our current and former executive officers. Under each of the

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termination protection agreements, upon a change of control (including the Transactions), any time periods, conditions or contingencies relating to the exercise or realization of, or lapse of restrictions under, any outstanding equity incentive award was automatically accelerated or waived. In addition, if the officer’s employment was terminated by us without “cause” or by the officer for “good reason,” as those terms are defined in the agreement, within two years following a change of control, the officer will be entitled to receive severance benefits including a lump sum amount equal to (a) the sum of two times, or, in certain cases, three times, (1) the officer’s annual base salary at the rate in effect for the year of termination (or, if higher, the rate in effect immediately prior to the change of control) and (2) his or her average annual bonus earned for the two calendar years prior to the year in which the termination date occurs (or, if higher, the year in which the change of control occurred) and (b) the officer’s target annual bonus and any outstanding long term incentive awards (at target), in each case prorated for the portion of the performance period elapsed through the date of termination.

Each agreement also contains a tax gross-up provision; if the officer incurs any excise tax by reason of his or her receipt of any payment that constitutes an excess parachute payment as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the officer will receive a gross-up payment in an amount that would place the officer in the same after-tax position that he or she would have been in if no excise tax had applied. However, under certain conditions, rather than receive a gross-up payment, the payments payable to the officer will be reduced so that no excise tax is imposed. As a condition to receiving any payments or benefits under the agreements, the officers must execute a general release of claims in respect of their employment with us.

As noted below, due to the departure of certain of the officers named in our compensation table, the compensation and benefits under the termination protection agreements were triggered and became or will become payable.

On October 25, 2006, Nielsen entered into a separation agreement with Mr. Earl Doppelt, Nielsen’s former Executive Vice President and Chief Legal Officer, who resigned effective November 10, 2006. Under the terms of the separation agreement, Mr. Doppelt received: (i) an amount of $3,502,500 in a lump sum cash payment equal to three times his base salary and two-year average bonus, a pro-rata portion of his 2006 targeted annual bonus ($430,137), and a pro-rata portion of the payments from Nielsen’s 2005—2006 and 2006—2007 long-term incentive plans ($680,136); and (ii) continued medical benefits coverage for up to 3 years.

On March 5, 2007, Nielsen entered into a separation agreement with Mr. Steve Schmidt, the former President and Chief Executive Officer of Nielsen’s MI segment, who resigned effective March 31, 2007. On April 20, 2007, Nielsen entered into a separation agreement with Mr. Robert Ruijter, the former Chief Financial Officer of Nielsen and current Executive Board member and advisor to the Supervisory Board, who will resign effective September 30, 2007.

Compensation Committee Interlocks and Insider Participation

No member of our Compensation Committee has served as one of our officers or employees at any time. No member of the Compensation Committee has had any relationship with us requiring disclosure under Item 404 of Regulation S-K under the Exchange Act. None of our executive officers has served as a director or member of the compensation committee (or other committee serving an equivalent function) of any other organization, one of whose executive officers served as a member of our Board or Compensation Committee.

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Summary Compensation Table

The following table presents information regarding compensation of our principal executive officer, our former chief executive officer who resigned in 2006, our principal financial officer, and our three other most highly compensated executive officers during 2006. These individuals are referred to as “Named Officers”. Previously, Nielsen was not a reporting company subject to Regulation S-K, therefore Nielsen has applied the rule prospectively, beginning in 2006.

SUMMARY COMPENSATION TABLE

Name and Principal Position (a)	Year (b)	Salary ($) (c)		Bonus ($) (d)		Stock Awards ($) (e)		Option Awards ($)(1) (f)		Non-Equity Incentive Plan Compensation ($)(2) (g)		Change in Pension Value and Nonquali- fied Deferred Compensa- tion Earnings ($) (h)		All Other Compen- sation ($)(3)(4) (5)(7)(8)(9) (i)		Total ($) (j)
David Calhoun Chief Executive Officer	2006	$	415,385	$	600,000	$	—	$	5,507,468	$	—	$	—	$	18,980,684	$	25,503,537
Rob Ruijter Chief Financial Officer	2006	$	582,592	$	732,745	$	—	$	—	$	—	$	314,098	$	2,652,445	$	4,281,880
Earl Doppelt (5) Former Chief Legal Officer	2006	$	461,712	$	430,137	$	—	$	—	$	680,136	$	22,792	$	6,745,848	$	8,340,625
Steven Schmidt (6) President and CEO, MI Group	2006	$	542,769	$	549,500	$	—	$	—	$	1,200,000	$	181,575	$	2,506,897	$	4,980,741
Susan Whiting Executive Vice President	2006	$	575,577	$	702,063	$	—	$	—	$	432,000	$	31,846	$	2,612,655	$	4,354,141
Rob van den Bergh (7) Former Chief Executive Officer	2006	$	411,807	$	349,792	$	—	$	—	$	879,108	$	162,204	$	7,673,935	$	9,476,846

(1) Mr. Calhoun’s amount represents the fair market value of options awarded in November 2006, calculated in accordance with Statement of Financial Accounting Standards (SFAS) No. 123(R), “Share-Based Payment.” For a discussion of the assumptions and methodologies used to value the awards reported in column (f), please see the discussion of option awards contained in Note 13 “Shared-Based Compensation” to the Company’s consolidated financial statements, included as part of this Registration Statement.

(2) Represents cash-based long-term incentive plans for each executive; Mr. Doppelt includes amounts from a 2005-2006 plan and a prorated amount for 2006-2007 plan; Mr. Schmidt includes amount for 2004-2006; Ms. Whiting includes amount for 2005-2006; Mr. van den Bergh includes prorated amount for 2005-2007 plan.

(3) Includes special incentives paid in relation to the sale of Nielsen plus executive benefits including automobile allowances, financial/tax planning, executive medical and club dues, except for Mr. Calhoun. Mr. Calhoun’s amount includes the one-time award granted to make up for forgone equity benefits at his former employer and executive benefits, including attorney’s fees in negotiating his employment agreement. All executives, excluding Mr. Calhoun, include amounts relating to the cash-outs of restricted stock units (RSUs) under the former Nielsen Equity Participation Plan and the cash-outs of ‘in the money’ stock options under the former Nielsen Share Option Plan. Mr. van den Bergh’s amount includes payments described in footnote (7).

(4) Mr. Calhoun received the following perquisites: legal/financial planning ($75,000) and tax gross-up ($57,287). Mr. Calhoun also received a one-time special award of $18,840,627. Mr. Ruijter received the following perquisites: automobile ($13,074), apartment/parking ($331,971), US charges for Dutch pension ($220,447) and income tax gross-up ($381,524). Mr. Ruijter also received a one-time special award

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($750,000). Mr. Doppelt received the following perquisites: club dues ($27,369), financial planning ($15,000), car expense ($64,122) and income tax gross-up ($73,704). Mr. Doppelt also received a one-time special award ($625,000). Mr. Schmidt received the following perquisites: club dues ($17,268), legal/financial planning ($40,363), car expense ($16,966) , apartment/relocation ($115,377) and income tax gross-up ($48,249). Mr. Schmidt also received a one-time special award ($150,000). Ms. Whiting received the following perquisites: apartment ($60,412) and income tax gross-up ($54,596). Ms. Whiting also received a one-time special award ($150,000) and a distribution from the non-qualified deferred compensation plan ($445,353). Mr. van den Bergh received the following perquisites: driver ($27,593), education allowance ($68,472), family travel ($29,649), US charges for Dutch pension ($127,038) and income tax gross-up ($171,767).

(5) As part of his separation agreement, Mr. Doppelt received a lump sum payment of 3 times his salary plus 2-year average bonus ($3,502,500). This is reflected in column (i).

(6) The change in the pension value amount for Mr. Schmidt includes an increase attributable to his frozen ACNielsen SERP of $164,689.

(7) As part of his separation agreement, Mr. van den Bergh received 6 months pay ($389,250), a lump sum separation payment ($3,989,833), a pre-pension award ($871,297), a new reimbursement relating to home purchase costs ($176,400), all of which are reflected in column (i). Mr. van den Bergh’s separation was effective June 13, 2006.

(8) Included within other compensation for Mr. Ruijter, Mr. Doppelt, Mr. Schmidt, Ms. Whiting and Mr. van den Bergh is the value realized on exercise of option awards of $389,642, $979,760, $1,240,828, $1,077,171 and $769,608 respectively (as reflected in the “Option Exercises and Stock Vested” table).

(9) Included within other compensation for Mr. Ruijter, Mr. Doppelt, Mr. Schmidt, Ms. Whiting and Mr. van den Bergh is the value realized on vesting of stock awards of $554,554, $1,446,482, $868,392, $805,451 and $1,033,363 respectively (as reflected in the “Option Exercises and Stock Vested” table).

Notes:

Salary and bonus amounts for Messrs. Van den Bergh and Ruijter are partially paid in Euros.

Principal positions of the Named Officers are those as of December 31, 2006.

Compensation of Named Officers

The Summary Compensation Table above quantifies the value of the different forms of compensation earned by or awarded to our Named Officers in 2006. The primary elements of each Named Officer’s total compensation reported in the table are base salary, an annual bonus, and a long-term cash incentive earned as well as the value of restricted stock units and stock options which were ‘cashed-out’ in conjunction with the Transactions. In the case of Mr. Calhoun, the stock and options award columns reflect his awards in the equity of Valcon Acquisition Holding B.V, the direct parent of Valcon.

The Summary Compensation Table should be read in conjunction with the tables and narrative descriptions that follow.

Employment Agreement with Mr. David L. Calhoun

On August 22, 2006 we entered into an employment agreement, which was amended effective as of September 8, 2006, with Mr. David L. Calhoun, our Chief Executive Officer.

The employment agreement has an employment term which commenced as of September 14, 2006 and, unless earlier terminated, will continue until December 31, 2011. On each December 31 thereafter, the

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employment agreement will be automatically extended for successive additional one-year periods unless either party provides the other 90 days’ prior written notice that the employment term will not be so extended. Under the employment agreement, Mr. Calhoun will be entitled to a base salary of $1,500,000, subject to such increases, if any, as may be determined by the Board. He is eligible to earn a target annual bonus equal to 100% of base salary upon the achievement of performance goals at target levels established by the Board and is entitled to a greater or lesser annual bonus based on actual attainment of applicable performance goals. To the extent that he is subject to the golden parachute tax as a result of a change in control of Nielsen, the employment agreement entitles him to an additional amount to place him in the same after tax position he would have occupied had he not been subject to such excise tax. Mr. Calhoun is restricted, for a period of two years following termination of employment with us, from soliciting or hiring our employees, competing with us, or soliciting our clients. He is also subject to a nondisparagement provision.

In connection with entering into the employment agreement Mr. Calhoun became entitled to a signing bonus of $10,613,699, which is to be paid in installments annually through 2011. To make him whole for previous awards of stock and options forfeited upon leaving his prior employer, the employment agreement entitles Mr. Calhoun to a cash lump sum payment of $20,000,000, less the amount of any payments made by the prior employer in connection with his termination of employment. Additionally, in 2012 he is entitled to receive a lump sum supplemental retirement benefit from us in the amount of $14,500,000 plus annual interest through such payment date, less any similar retirement benefits he receives from previous employment. Mr. Calhoun is also a participant in the 2006 Equity Plan.

Under the employment agreement, Mr. Calhoun is entitled to the following payments and benefits in the event of a termination by us without “cause,” a non-extension of his employment term by us, or by Mr. Calhoun for “good reason” (as such terms are defined in the agreement) during the employment term: (i) subject to his compliance with certain restrictive covenants, an amount equal to two times the sum of his annual base salary and $2,000,000, provided that such payment is in lieu of any other severance benefits to which Mr. Calhoun might otherwise be entitled; (ii) a pro-rata annual bonus for the year of termination based on attainment of performance goals; and (iii) continued health and welfare benefits at our cost, provided that if such coverage is not available for any portion of such period under our medical plans, we must provide him with an economically equivalent benefit or payment determined on an after-tax basis.

Written Employment Arrangement with Ms. Susan Whiting

On December 4, 2006 we entered into a written employment arrangement with Ms. Susan D. Whiting (Executive Vice President of The Nielsen Company B.V., Chairman of Nielsen Media Research, and advisor to the Supervisory Board).

Under the written employment arrangement, Ms. Whiting will be entitled to a base salary of $850,000 effective November 13, 2006, subject to increase, if any, as may be determined by the Supervisory Board. Ms. Whiting is eligible to earn a target annual bonus equal to 100% of base salary upon the achievement of performance goals based upon EBITDA to be determined in good faith in consultation with the Chief Executive Officer. In connection with entering into the written employment arrangement, Ms. Whiting became entitled to purchase 100,000 shares of common stock of Valcon Acquisition Holding B.V. for fair market value at date of purchase as provided under the 2006 Equity Plan. This purchase was subsequently made in February 2007. In addition, Ms. Whiting was to receive a stock option grant of 1,050,000 shares subject to her subsequent purchase of the common stock and a grant of 100,000 restricted stock units scheduled to vest over 5 years, commencing on January 15, 2007.

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Grants of Plan-Based Awards for 2006

The following table presents information regarding the grant of equity awards to our Named Officers in 2006.

		Estimated Future Payouts Under Non-Equity Incentive Plan Awards						Estimated Future Payouts Under Equity Incentive Plan Awards						All Other Stock Awards: Number of Shares of Stock or Units (#) (i)	All Other Option Awards: Number of Securities Underlying Options (#) (j)	Exercise or Base price of Option Awards ($/sh) (k)		Grant Date Fair Value of Stock and Option Awards (l)
Name	Grant Date (b)	Threshold ($) (c)		Target ($) (d)		Maximum ($) (e)		Threshold ($) (f)		Target ($) (g)		Maximum ($) (h)
David Calhoun (1)	9/14/2006 9/14/2006	$ $	— —	$ $	— —	$ $	— —	$ $	— —	$ $	— —	$ $	— —	— —	6,000,000 1,000,000	$ $	10 20	$ $	30,900,000 3,280,000

(1) Mr. Calhoun was granted options in conjunction with his employment contract (see Description of Employment Agreements). The grant date for accounting purposes was September 14, 2006 and the fair value of the options is calculated in accordance with (SFAS) No. 123(R). The stock options were received on November 22, 2006, the date the stock purchase was made pursuant to the terms of the employment contract.

Description of Plan-Based Awards

Pursuant to his employment agreement, upon his purchase of 2,000,000 ($20,000,000) shares of common stock, Mr. Calhoun received 6,000,000 stock options at an exercise price of $10/share and 1,000,000 stock options at an exercise price of $20/share. One-half of the options are time vested which became 5% vested on December 31, 2006 with the remaining time options vesting 19% a year on the last day of each of the calendar years 2007 through 2011. One-half of the options are performance vested which became 5% vested on December 31, 2006 with the remaining performance options vesting 19% on the last day of each of the calendar years 2007 through 2001, if and only if the Company’s performance equals or exceeds the applicable annual EBITDA targets. The achievement of the annual EBITDA targets on a cumulative basis for any current year and all prior years will cause ‘catch-up’ vesting of any prior year’s installments which were not vested because of a failure to achieve the applicable annual EBITDA target for any such prior year.

Option Exercises and Stock Vested

	Option Awards			Stock Awards
Name (a)	Number of Shares Acquired on Exercise (#) (b)	Value Realized on Exercise ($) (c)		Number of Shares Acquired on Vesting (#) (d)	Value Realized on Vesting ($) (e)
David Calhoun	—		—	—		—
Rob Ruijter	40,000	$	389,642	14,628	$	554,554
Earl Doppelt	120,000	$	979,760	38,155	$	1,446,482
Steven Schmidt	145,000	$	1,240,828	22,906	$	868,392
Susan Whiting	130,000	$	1,077,171	21,246	$	805,451
Rob van den Bergh	100,000	$	769,608	27,802	$	1,033,363

Upon the acquisition of the Company, all outstanding ‘in the money’ stock options and all RSUs were cashed out instead of receiving shares. The above table reflects those amounts. No other stock option exercises or RSU vesting occurred.

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Outstanding Equity Awards at Fiscal Year End

The following table presents information regarding the outstanding equity awards held by each of our Named Officers as of December 31, 2006.

	Option Awards (1)						Stock Awards
Name (a)	Number of Securities Underlying Unexercised Options (#) Exercisable (b)	Number of Securities Underlying Unexercised Options (#) Unexercisable (c)	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d)	Option Exercise Price ($) (e)		Option Expiration Date (f)	Number of Shares or Units of Stock That Have Not Vested (#) (g)		Market Value of Shares or Units of Stock That Have Not Vested ($) (h)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (j)
David Calhoun	150,000 25,000	5,850,000 975,000	5,700,000 950,000	$ $	10 20	11/22/2016 11/22/2016	$	—	$	—	$	—	$	—

(1) The terms of each option award reported in the table above are described above under “Grants of Plan-Based Awards—Options.” Mr. Calhoun is the only Named Officer who received stock options in 2006. His option award is subject to a vesting schedule, with 5% of the options vesting December 31, 2006, and 19% on each of the five anniversaries of the initial vesting. The exercisable options shown in Column (b) above are currently vested. The unexercisable options shown in Column (c) above are unvested. As described above, options are subject to accelerated vesting in connection with a change in control of Nielsen and, in the case of Mr. Calhoun, certain terminations of his employment with Nielsen. The options at $20/share exercise price represent options granted at 2 times fair market value.

Pension Benefits

Name (a)	Plan Name (b)	Number of Years Credited Service (#) (c)	Present Value of Accumulated Benefit ($) (d)		Payments During Last Fiscal Year ($) (e)
David Calhoun	—	—		—		—
Rob van den Bergh (1)	Dutch Pension Plan	30.67	$	6,043,768	$	—
Rob Ruijter (2)	Dutch Pension Plan	25.75	$	4,000,093	$	—
Earl Doppelt	Qualified Plan	11.17	$	62,891	$	—
	Excess Plan	11.17	$	243,086	$	—
Steven Schmidt (3)	Qualified Plan	9.67	$	54,291	$	—
	Excess Plan	9.67	$	135,395	$	—
	SERP	7.83	$	3,246,226	$	—
Susan Whiting	Qualified Plan	26.67	$	200,286	$	—
	Excess Plan	26.67	$	218,829	$	—

(1) The present value of Mr. van den Bergh’s Netherlands pension is €4,581,041 as of December 31, 2006. He is also eligible to receive a pre-pension benefit at any time between ages 60 and 65. This benefit has a present value at December 31, 2006 of €1,083,785 or $1,429,838.

(2) The present value of Mr. Ruijter’s Netherlands pension is €3,031,981. He is also eligible to receive a pre-pension benefit at any time between ages 61 and 65. This benefit has a present value at December 31, 2006 of €257,819, or $340,141.

(3) The value of Mr. Schmidt’s SERP benefit is attributable to a supplemental executive retirement plan under which benefits ceased to accrue effective July 1, 2003. As part of his separation agreement, he will be paid $3,441,000 in January 2008. He participated in a new SERP commencing July 1, 2003 but because Mr. Schmidt will terminate prior to becoming vested in this benefit he will receive a payment in lieu of this benefit as part of his separation agreement. This payment is reflected in column (i) of the Summary Compensation Table. Nielsen provided an accrual of $351,000 for Mr. Schmidt in 2006 to cover obligations under the SERP.

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Assumptions for present value of accumulated benefit

Present values at December 31, 2006 were calculated using an interest rate of 6.00%, an interest credit rate of 4.75% and the RP 2000 mortality table (projected to 2006). These assumptions are consistent with those used for the financial statements of the Nielsen Company’s retirement plans.

U.S. Retirement Plans

Effective August 31, 2006, the Company froze its U.S. qualified and non-qualified retirement plans. No participants may be added and no further benefits may accrue after this date. The retirement plans, as in existence immediately prior to the freeze, are described below.

We maintain a tax-qualified retirement plan, a cash-balance pension plan that covers eligible U.S. employees who have completed at least one year of service. Prior to the freeze, we added monthly basic and investment credits to each participant’s account. The basic credit equals 3% of a participant’s eligible monthly compensation. Participants became fully vested in their accrued benefits after the earlier of five years of service or when the participant reached normal retirement age (which is the later of age 65 or the fifth anniversary of the date the participant first became eligible to participate in the plan). Unmarried participants receive retirement benefits as a single-life annuity, and married participants receive retirement benefits as a qualified joint-and-survivor annuity. Participants can elect an alternate form of payment such as a straight-life annuity, a joint-and-survivor annuity, years certain-and-life income annuity or a level income annuity option. Lump sum payment of accrued benefits is only available if the benefits do not exceed $5,000. Payment of benefits begins at the later of the participant’s termination of employment with us or reaching age 40.

We also maintain a non-qualified retirement plan (the “Excess Plan”) for certain of our management and highly compensated employees. Prior to the freeze, the Excess Plan provided supplemental benefits to individuals whose benefits under the Cash Balance Plan are limited by the provisions of Section 415 and/or Section 401(a) (17) of the Code. The benefit payable to a participant under the Excess Plan is equal to the difference between the benefit actually paid under the Cash Balance Plan and the amount that would have been payable had the applicable Code limitations not applied. Although the Excess Plan is considered an unfunded plan and there is no current trust agreement for the plan, assets have been set aside in a “rabbi trust” fund. It is intended that benefits due under the Excess Plan will be paid from this rabbi trust or from the general assets of the Nielsen entity that employs the participants.

Pension Plans in the Netherlands

We maintain a defined benefit pension scheme in the Netherlands. Benefits under the pension scheme are based on a participant’s years of service and pensionable salary. The pensionable salary is the annual base salary including fixed allowances and holiday allowance less a threshold of approximately €16,500 over which no pension is accrued. The final pension amounts are determined based upon an annual pension accrual of: 1.75% of the pensionable salary up to €54,500 (amounts as per 1 July 2003); 1.5% of the pensionable salary between €54,500 and €109,000; and 1.25% of the pensionable salary exceeding €109,000. Matching employee contributions of 6%, 5.1% and 4.3% respectively are also required. The minimum age for participation in the pension scheme is 25 and the retirement age is 65.

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Nonqualified Deferred Compensation Discussion

The Company offers a voluntary nonqualified deferred compensation plan in the United States which allows selected executives the opportunity to defer a significant portion of their base salary and incentive payments to a future date. Earnings on deferred amounts are determined with reference to designated mutual funds. There is no above market rate of return given to executives as defined by the SEC.

Name (a)	Executive Contributions in Last FY ($) (b)		Registrant Contributions in Last FY ($) (c)		Aggregate Earnings in Last FY ($) (d)		Aggregate Withdrawals/ Distributions ($) (e)			Aggregate Balance at Last FYE ($) (f)
Steven Schmidt	$	—	$	—	$	8,635	$	—		$	212,784
Susan Whiting	$	116,453	$	—	$	39,193	$	(445,353	)	$	340,725

Potential Payments Upon Termination

Severance Benefits—Termination of Employment

In the event Mr. Calhoun’s employment is terminated during the employment term due to death, disability, by Nielsen without cause, by Mr. Calhoun for good reason or due to the Company’s non-extension of the Term (as those terms are defined in the employment agreement), Mr. Calhoun will be entitled to severance pay that includes (1) payment equal to two times the sum of (a) Mr. Calhoun’s base salary, plus (b) $2,000,000, paid in equal installments for the severance period; (2) a pro-rata portion of Mr. Calhoun’s bonus for the year of the termination; and (3) continued health and welfare benefits for Mr. Calhoun and his family members for the term of the severance. If Mr. Calhoun’s employment had been terminated without cause by the Company or for good reason by the executive on December 31, 2006, he would have received a total of $5,447,945 plus continued health and welfare benefits coverage for Mr. Calhoun and his family members for up to 2 years.

In the event Ms. Whiting’s employment is terminated by Nielsen without cause or by Ms. Whiting for good reason, Ms. Whiting will be entitled to severance pay that includes (1) payment equal to 2 times the sum of Ms. Whiting’s base salary plus (2) a pro-rata portion of Ms. Whiting’s bonus for the year of termination and (3) continued health and welfare benefits for Ms. Whiting and her family members for the term of the severance. If Ms. Whiting’s employment had been terminated without cause by the Company or for good reason by the executive on December 31, 2006, she would have received a total of $2,550,000 plus continued health and welfare benefits coverage for Ms. Whiting and her family members for up to 2 years.

On April 20, 2007, Nielsen entered into a separation agreement with Mr. Robert Ruijter, the former Chief Financial Officer of Nielsen and current Executive Board member and advisor to the Supervisory Board, who will resign effective September 30, 2007. The separation agreement includes the following payments, which are all denominated in Euros: a lump sum separation payment of €1,895,300 (of which €445,772 has already been paid) prorated annual incentive plan award of €312,904, prorated 2005-2007 long-term incentive of €2,237,405, pension payment distribution of €1,258,589 in the United States which will be grossed up at the appropriate marginal tax rate and €419,530 in the Netherlands, which will not be grossed up.

Restrictive Covenants

Pursuant to Mr. Calhoun’s employment agreement, he has agreed not to disclose any Company confidential information at any time during or after his employment with Nielsen. In addition, Mr. Calhoun has agreed that, for a period of two years following a termination of his employment with Nielsen, he will not solicit Nielsen’s employees or customers or materially interfere with any of Nielsen’s business relationships.

Pursuant to Ms. Whiting’s severance agreement, she has agreed not to disclose any Company confidential information at any time during or after her employment with Nielsen. In addition, Ms. Whiting has agreed that, for a period of two years following a termination of her employment with Nielsen, she will not solicit Nielsen’s employees or customers or materially interfere with any of Nielsen’s business relationships.

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Termination Payments in 2006.

In 2006, Messrs. van den Bergh and Doppelt separated from the Company. Mr. van den Bergh was covered under agreements provided on March 17, 2000 and December 14, 2001. Under Mr. van den Bergh’s agreement, he received payments for notice representing 6 months of salary ($389,250), lump sum separation payment ($3,898,833), a prorated annual incentive plan award ($349,792), a prorated long-term incentive plan award ($879,108) and reimbursement for home purchase costs ($176,400). Mr. Doppelt received payments as provided for under his Termination Protection Agreement dated November 1, 2005 including a lump sum separation payment ($3,502,500), prorated annual incentive plan award ($430,137), prorated 2005-2006 long-term incentive ($465,068) and prorated 2006-2007 long-term incentive ($215,068). Both gentlemen received cash-out payments from their stock option and restricted stock unit awards under the same terms as other executives and employees discussed above in the narrative accompanying the table “Option Exercises and Stock Vested.”

Director Compensation

Prior to the acquisition, the Company’s supervisory board was composed of seven members. It maintained an audit committee and a remuneration and nomination committee. In 2006, prior to the acquisition, annual compensation of the supervisory board was as follows:

Chairman of Supervisory Board	€  50,000
Vice-Chairman of Supervisory Board	€  45,000
Member of Supervisory Board	€  40,000
Chairman of Audit Committee	€  10,000
Member of Audit Committee	€    8,000
Member of Remuneration and Nomination Committee	€    5,000

In 2006, no stock options or shares were granted to supervisory board members and none of the members of the supervisory board accrued pension benefits.

Following the acquisition, a new supervisory board, currently consisting of 13 members, was elected. Ten of the 13 members are representatives of the Sponsors and receive no compensation for their services as board members. The other three members receive annual compensation as follows:

Chairman of Supervisory Board	€	60,000
Member of the Supervisory Board	€	40,000
Member of the Audit Committee	€	8,000

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The following table presents information regarding the compensation paid or accrued during 2006 to members of our supervisory board.

Name	Fees Earned or Paid in Cash as a Member of Supervisory Board (€)		Fees Earned or Paid in Cash as a Member of the Audit Committee (€)		Fees Earned or Paid in Cash as a Member of the Remuneration and Nomination Committee (€)	Stock Awards (€)	Option Awards (€)	Non-Equity Incentive Plan Compensation (€)	Change in Pension Value and Nonqualified Deferred Compensation Earnings	All Other Compensation (€)	Total (€)
Aad G. Jacobs1	€	25,000	€	4,000	—	—	—	—	—	—	€	29,000
Frank L.V. Meysman2		22,500		—	5,000	—	—	—	—	—		27,500
Joep L. Brentjens3		20,000		4,000	—	—	—	—	—	—		24,000
Rene Dahan4		20,000		—	5,000	—	—	—	—	—		25,000
Peter A.F.W. Elverding5		20,000		5,000	—	—	—	—	—	—		25,000
Anton van Rossum6		20,000		—	—	—	—	—	—			20,000
Gerald S. Hobbs7		40,000		4,000	—	—	—	—	—	—		44,000
Simon Brown8		—		—	—	—	—	—	—	—		—
Robert Reid9		—		—	—	—	—	—	—	—		—
Michael J. Connelly10		—		—	—	—	—	—	—	—		—
Eliot P.S. Merrill11		—		—	—	—	—	—	—	—		—
George R. Taylor12		—		—	—	—	—	—	—	—		—
Dudley G. Eustace13		30,000		—	—	—	—	—	—	—		30,000
Michael S. Chae14		—		—	—	—	—	—	—	—		—
Patrick Healy15		—		—	—	—	—	—	—	—		—
Iain Leigh16		—		—	—	—	—	—	—	—		—
Alexander Navab17		—		—	—	—	—	—	—	—		—
Scott Schoen18		—		—	—	—	—	—	—	—		—
James A. Attwood19		—		—	—	—	—	—	—	—		—
Richard J. Bressler20		—		—	—	—	—	—	—	—		—
Clive Hollick21		—		—	—	—	—	—	—	—		—
James A. Quella22		—		—	—	—	—	—	—	—		—
Daniel F. Akerson23		—		—	—	—	—	—	—	—		—
James Kilts24		—		—	—	—	—	—	—	—		—
Allan Holt25		—		—	—	—	—	—	—	—		—

(1) Former Chairman of the Supervisory Board and member of the Audit and Remuneration and Nomination Committees; resigned effective June 13, 2006.

(2) Former Vice-Chairman of the Supervisory Board and Chairman of the Remuneration and Nomination Committee; resigned effective June 13, 2006.

(3) Former member of the Supervisory Board and member of the Audit Committee; resigned effective June 13, 2006.

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(4) Former member of the Supervisory Board and member of the Remuneration and Nomination Committee; resigned effective June 13, 2006.

(5) Former member of the Supervisory Board and Chairman of the Audit Committee; resigned effective June 13, 2006.

(6) Former member of the Supervisory Board; resigned effective June 13, 2006.

(7) Current member of the Supervisory Board and member of the Audit Committee.

(8) Member of the Supervisory Board from June 13, 2006 to July 28, 2006.

(9) Member of the Supervisory Board from June 13, 2006 to July 28, 2006.

(10) Member of the Supervisory Board from June 13, 2006 to July 28, 2006.

(11) Member of the Supervisory Board from June 13, 2006 to July 28, 2006.

(12) Member of the Supervisory Board from June 13, 2006 to July 28, 2006.

(13) Chairman of the Supervisory Board since June 13, 2006.

(14) Member of the Supervisory Board since June 13, 2006.

(15) Member of the Supervisory Board since June 13, 2006.

(16) Member of the Supervisory Board since June 13, 2006.

(17) Member of the Supervisory Board since June 13, 2006.

(18) Member of the Supervisory Board since June 13, 2006.

(19) Member of the Supervisory Board since July 28, 2006.

(20) Member of the Supervisory Board since July 28, 2006.

(21) Member of the Supervisory Board since July 28, 2006.

(22) Member of the Supervisory Board since July 28, 2006.

(23) Member of the Supervisory Board from July 28, 2006 to November 23, 2006.

(24) Member of the Supervisory Board since November 23, 2006.

(25) Member of the Supervisory Board since November 23, 2006.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding beneficial ownership of Nielsen’s capital stock as of March 31, 2007 with respect to:

• each person or group of affiliated persons known by Nielsen to own beneficially more than 5% of the outstanding shares of any class of its capital stock, together with their addresses;

• each of Nielsen’s directors;

• each of Nielsen’s Named Officers; and

• all directors and nominees and executive officers as a group.

As of March 31, 2007, Valcon owned approximately 99.4% of Nielsen’s issued and outstanding share capital. Following the consummation of the statutory squeeze-out which is expected to be completed by the end of 2007, all of Nielsen’s issued and outstanding share capital will be held by Valcon. Investment funds associated with or designated by the Sponsors and the Co-Investors own shares of Nielsen indirectly through their holdings in Valcon Acquisition Holding (Luxembourg) S.A.R.L., a private limited company incorporated under the laws of Luxembourg (“Luxco”). Luxco indirectly owns shares of Nielsen through its holdings in Valcon Acquisition Holdings B.V., a private company with limited liability incorporated under the laws of The Netherlands (“Dutch Holdco”). Valcon, Nielsen’s parent, is a wholly owned subsidiary of Dutch Holdco. The information set forth in the table below with respect to the number and the percentage of shares beneficially owned by the investment funds associated with or designated by the Sponsors and the Co-Investors reflects the number of shares held by each such entity, respectively, in Luxco. The Named Officers own shares of Nielsen indirectly through their holdings in Dutch Holdco. The information set forth in the table below with respect to the number and percentage of shares beneficially owned by the Named Officers reflects the number of shares held by each such person, respectively, in Dutch Holdco.

	Number and Percent of Shares Beneficially Owned
	Number		Percent
AlpInvest Partners(1)	(1	)
The Blackstone Group(2)	(2	)
The Carlyle Group(3)	(3	)
Hellman & Friedman(4)	(4	)
Kohlberg Kravis Roberts & Co.(5)	(5	)
Thomas H. Lee Partners(6)	(6	)
Iain Leigh	—		—
James A. Quella	—		—
Michael S. Chae	—		—
Allan M. Holt	—		—
James M. Kilts	—		—
James A. Attwood, Jr.	—		—
Patrick Healy	—		—
Lord Clive Hollick	—		—
Alexander Navab	—		—
Scott A. Schoen	—		—
Richard J. Bressler	—		—
Dudley G. Eustace	—		—
Gerald S. Hobbs	—		—
David L. Calhoun(7)	2,350,000		*
Susan Whiting(8)	152,520		*
Robert A. Ruijter	—		—
Rob van den Bergh	—		—
Earl Doppelt	—		—
Steven Schmidt	—		—
All Directors and Named Officers as a Group (18 persons)	2,502,520		*

* less than 1%

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(1) Alpinvest Partners CS Investments 2006 C.V. (“Investments 2006”) beneficially owns 27,805 ordinary shares of Luxco (“Ordinary Shares”), 1,404,451 Convertible Preferred Equity Certificates of Luxco (”CPECs”), and 7,159,876 Yield Free Convertible Preferred Equity Certificates of Luxco (“ YCPECs”). The CPECs and the YCPECs are convertible into ordinary shares of Luxco at any time at the option of Luxco or at the option of the holders thereof. The general partner of Investments 2006 is AlpInvest Partners 2006 B.V., whose managing director is AlpInvest Partners N.V. (“AlpInvest NV”). AlpInvest NV, by virtue of the relationships described above, may be deemed to have voting or investment control with respect to the shares held by Investments 2006. AlpInvest NV disclaims beneficial ownership of such shares. AlpInvest Partners Later Stage Co-Investments IIA C.V beneficially owns 280 Ordinary Shares and 50,666 YFCPECs. AlpInvest Partners Later Stage Co-Investments Custodian IIA B.V. (“LS IIA BV”) holds the shares as a custodian for LS IIA CV. The general partner of LS IIA CV is AlpInvest Partners Later Stage Co-Investments Management IIA B.V., whose managing director is AlpInvest NV. AlpInvest NV, by virtue of the relationships described above, may be deemed to have voting or investment control with respect to the shares held by LS IIA BV. AlpInvest NV disclaims beneficial ownership of such shares. The address of each of the entities and persons identified in this footnote is Jachthavenweg 118, 1081 KJ Amsterdam, The Netherlands.

(2) Blackstone Capital Partners (Cayman) V LP beneficially owns 78,195 Ordinary Shares, 3,909,484 CPECs, and 20,071,555 YFCPECs. Blackstone Family Investment Partnership (Cayman) V LP beneficially owns 3,645 Ordinary Shares, 182,058 CPECs and 934,700 YFCPECs. Blackstone Family Investment Partnership (Cayman) V-A LP beneficially owns 345 Ordinary Shares, 17,599 CPECs and 90,359 YFCPECs. Blackstone Participation Partnership (Cayman) V LP beneficially owns 245 Ordinary Shares, 12,613 CPECs and 64,751 YFCPECs. The address of each of the entities and persons identified in this footnote is c/o Kohlberg Kravis Robers & Co. L.P., 9 West 57^th Street, New York, New York, 10019.

(3) Carlyle Partners IV Cayman, L.P. (“CP IV”) beneficially owns 64,970 Ordinary Shares, 3,248,636 CPECs and 16,678,721 YFCPECs. CP IV’s general partner is TC Group IV Cayman, L.P., whose general partner is CP IV GP, Ltd., which is wholly owned by TC Group Cayman, L.P. CPIV Coinvestment Cayman, L.P (“CPIV”) beneficially owns 2,620 Ordinary Shares; 131,202 CPECs and 673,599 YFCPECs. CPIV’s general partner is TC Group IV Cayman, L.P., whose general partner is CP IV GP, Ltd., which is wholly owned by TC Group Cayman, L.P. CEP II Participations Sarl SICAR (“CEP II P”) beneficially owns 14,840 Ordinary Shares; 741,916 CPECs and 3,809,044 YFCPECs. CEP II P is directly or indirectly owned by Carlyle Europe Partners II, L.P., whose general partner is CEP II GP, L.P., whose general partner is CEP II Limited, which is wholly owned by TC Group Cayman, L.P. The general partner of TC Group Cayman, L.P. is TCG Holdings Cayman, L.P. The general partner of TCG Holdings Cayman, L.P. is Carlyle Offshore Partners II Limited, a Cayman Islands exempted limited liability company. Carlyle Offshore Partners II Limited has ultimate investment and voting power over the shares held by the Carlyle entities. Carlyle Offshore Partners II Limited has 13 members with no member controlling more than 7.7% of the vote. The address of each of the entities and persons identified in this footnote is c/o The Carlyle Group, L.P., 520 Madison Avenue, New York, New York 10022.

(4) The Luxco shares shown as owned by Hellman & Friedman Investors V (Cayman), Ltd. are owned of record by (i) Hellman & Friedman Capital Partners V (Cayman), L.P., which owns 34,801 Ordinary Shares, 1,744,020 CPECs and 8,953,928 YFCPECs, (ii) Hellman & Friedman Capital Partners V (Cayman Parallel), L.P., which owns 4,874 Ordinary Shares, 239,535 CPECs and 1,229,794 YFCPECs, and (iii) Hellman & Friedman Capital Associates V (Cayman), L.P., which owns 10 Ordinary Shares, 992 CPECs and 5,086 YFCPECs. Hellman & Friedman Investors V (Cayman), Ltd. is the sole general partner of Hellman & Friedman Capital Associates V (Cayman), L.P. and Hellman & Friedman Investors V (Cayman), L.P. Hellman & Friedman Investors V (Cayman), L.P., in turn, is the sole general partner of each of Hellman & Friedman Capital Partners V (Cayman), L.P. and Hellman & Friedman Capital Partners V (Cayman Parallel), L.P. Hellman & Friedman Investors V (Cayman), Ltd. is owned and controlled by 11 shareholders, many of whom are individual Managing Directors of Hellman & Friedman LLC and none of whom own more than 9.9% of Hellman & Friedman Investors V (Cayman), Ltd. Hellman & Friedman Investors V

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(Cayman), Ltd. has formed a five-member investment committee (the “Investment Committee”) that serves at the discretion of the company’s Board of Directors and makes recommendations to the company. Each of the members of the Investment Committee and the shareholders of Hellman & Friedman Investors V (Cayman), Ltd. disclaim beneficial ownership of any Luxco shares beneficially owned by Hellman & Friedman Investors V (Cayman), Ltd. except to the extent of their pecuniary interest therein. Mr. Healy serves as a Managing Director of Hellman & Friedman LLC, an affiliate of Hellman & Friedman Investors V (Cayman), Ltd., is a 9.9% shareholder of Hellman & Friedman Investors V (Cayman), Ltd. and is a member of the Investment Committee. The address of Hellman & Friedman Capital Partners V (Cayman), Ltd. is c/o Walkers SPV Limited, Walker House, P.O. Box 908GT, Mary Street, Georgetown, Grand Cayman, Cayman Islands.

(5) KKR VNU (Millennium) Limited beneficially owns 69,946 Ordinary Shares, 3,501,771 CPECs and 17,906,688 YFCPECs. KKR Millennium Fund (Overseas), Limited Partnership beneficially owns 84 Ordinary Shares. KKR VNU Equity Investors, L.P. beneficially owns 13,655 Ordinary Shares, 681,777 CPECs and 3,580, 147 YFCPECs.

(6) THL Fund VI (Alternative) Corp. beneficially owns 25,526 Ordinary Shares, 1,281,111 CPECS and 6,503,301 YFCPECs. THL Parallel Fund VI (Alternative) Corp. beneficially owns 15,655 Ordinary Shares, 782,789 CPECs and 4,019,456 YFCPECs. THL DT Fund VI (Alternative) Corp. beneficially owns 4,060 Ordinary Shares, 203,106 CPECs and 1,042,906 YFCPECs. THL Coinvestment Partners, L.P. beneficially owns 240 Ordinary Shares, 12,003 CPECs and 61,635 YFCPECs. Putnam Investments Holdings, LLC beneficially owns 655 Ordinary Shares, 32,968 CPECs and 169,285 YFCPECs. Putnam Investments Employees’ Securities Company III LLC beneficially owns 235 Ordinary Shares, 11,771 CPECs and 60,442 YFCPECs. THL Fund V (Alternative) Corp. beneficially owns 17,695 Ordinary Shares, 898,125 CPECs and 4,611,685 YFCPECs. THL Parallel Fund V (Alternative) Corp. beneficially owns 4,660 Ordinary Shares, 233,025 CPECs and 1,196,535 YFCPECs. THL Cayman Fund (Alternative) Corp. beneficially owns 250 Ordinary Shares, 12,376 CPECs and 63,546 YFCPECs. Thomas H. Lee Investors, Limited Partnership beneficially owns 350 Ordinary Shares, 17,407 CPECs and 89,378 YFCPECs. Putnam Investments Employees’ Securities Company I LLC beneficially owns 120 Ordinary Shares, 6,105 CPECs and 31, 345 YFCPECs. Putnam Investments Employees’ Securities Company II LLC beneficially owns 110 Ordinary Shares, 5,450 CPECs and 27,981 YFCPECs. THL (Alternative) Fund V, LP beneficially owns 84 Ordinary Shares. The Equity Fund VI Investors (VNU), L.P. beneficially owns 12,415 Ordinary Shares, 619,983 CPECs and 3,254,705 YFCPECs. THL Equity Fund VI Investors (VNU) II, L.P. beneficially owns 180 Ordinary Shares, 8,854 CPECs and 46,483 YFCPECs. THL Equity Fund VI (VNU) III, L.P. beneficially owns 265 Ordinary Shares, 13,018 CPECs and 68,342 YFCPECs. THL Equity Fund VI Investors (VNU) IV, LLC beneficially owns 915 Ordinary Shares, 15, 658 CPECs and 239,811 YFCPECs. The address of each of the entities and persons identified in this footnote is                     .

(7) The address for Mr. Calhoun is c/o The Nielsen Company B.V., 770 Broadway, New York, NY 10003.

(8) The address for Ms. Whiting is c/o The Nielsen Company B.V., 770 Broadway, New York, NY 10003.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Shareholders’ Agreement

In connection with the Transactions, investment funds associated with or designated by the Sponsors acquired, indirectly, shares of Nielsen. On December 21, 2006, investment funds associated with or designated by the Sponsors and Valcon Acquisition Holding B.V., Valcon Acquisition Holding (Luxembourg) Sarl and Valcon entered into a shareholders’ agreement. The shareholders’ agreement contains agreements among the parties with respect to, among other matters, the election of the members of Nielsen’s supervisory board, restrictions on the issuance or transfer of securities (including tag-along rights, drag-along rights and public offering rights) and other special corporate governance provisions (including the right to approve various corporate actions and control committee composition). The shareholders agreement also provides for customary registration rights.

Investment Agreement

On November 6, 2006, Centerview Partners Holdings L.L.C. (“Centerview”), the investment funds associated with or designated by the Sponsors and Valcon Acquisition Holding B.V., Valcon Acquisition Holding (Luxembourg) Sarl and Valcon entered into an investment agreement. The investment agreement contains agreements among the parties with respect to, among other matters, the purchase by Centerview of approximately $50 million of new or existing securities issued by Valcon Acquisition Holding (Luxembourg) Sarl, the exercise of voting rights associated with the securities, the election of the members of the supervisory boards of Nielsen, Nielsen Finance Co. and Nielsen Finance LLC, restrictions on the transfer of securities and rights in connection with the sale or issuance of securities (including tag-along rights, drag-along rights and public offering rights).

Advisory Agreements

The Nielsen Company (US), Inc. is party to an advisory agreement with Valcon pursuant to which affiliates of the Sponsors provide management services on behalf of Valcon. Pursuant to such agreement Valcon receives a quarterly management fee equal to (i) $1.625 million per fiscal quarter for our fiscal year 2006 and (ii) for each fiscal year after 2006, an amount per fiscal quarter equal to 105% of the quarterly fee for the immediately preceding fiscal year, and reimbursement for reasonable travel and other out-of-pocket expenses incurred by Valcon and the affiliates of the Sponsors in connection with the provision of services under the advisory agreement. The advisory agreement also provides that Valcon may be entitled to receive fees in connection with certain financing, acquisition, disposition and change in control transactions based on terms and conditions customary for transactions of similar size and scope. The advisory agreement includes exculpation and indemnification provisions in favor of Valcon and the affiliates of the Sponsors. The advisory services referred to in the advisory agreement are provided by affiliates of the Sponsors and accordingly the fees received by Valcon that are described above are paid to such affiliates of the Sponsors under the terms of a similar advisory agreement among the affiliates of the Sponsors and Valcon.

ACN Holdings, Inc. is party to an advisory agreement with Valcon pursuant to which the affiliates of the Sponsors provide management services on behalf of Valcon. Pursuant to such agreement Valcon receives a quarterly management fee equal to (i) $0.875 million per fiscal quarter for our fiscal year 2006 and (ii) for each fiscal year after 2006, an amount per fiscal quarter equal to 105% of the quarterly fee for the immediately preceding fiscal year, and reimbursement for reasonable travel and other out-of-pocket expenses incurred by Valcon and the affiliates of the Sponsors in connection with the provision of services under the advisory agreement. The advisory agreement also provides that Valcon may be entitled to receive fees in connection with certain financing, acquisition, disposition and change in control transactions based on terms and conditions customary for transactions of similar size and scope. The advisory agreement includes customary exculpation and indemnification provisions in favor of Valcon and the affiliates of the Sponsors. The advisory services

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referred to in the advisory agreement are provided by the Sponsors and accordingly the fees received by Valcon that are described above are paid to such affiliates of the Sponsors under the terms of a similar advisory agreement among the affiliates of the Sponsors and Valcon.

For the period from May 24, 2006 to December 31, 2006, Nielsen recorded $6 million in selling, general and administrative expenses related to these management fees and $1 million related to Sponsor travel and consulting.

Transaction fees

In connection with the Transactions, Valcon paid the Sponsors $131 million in fees and expenses for financial and structuring advice and analysis as well as assistance with due diligence investigations and debt financing negotiations. These costs were allocated as debt issuance costs or included in the overall purchase price of Nielsen based on the specific nature of the services performed.

Scarborough Research

We and Scarborough Research, a joint venture with Arbitron, entered into various related party transactions in the ordinary course of business. We and our subsidiaries provide various services to Scarborough Research, including data collection, accounting, insurance administration, and the rental of real estate. We pay royalties to Scarborough Research for the right to include Scarborough Research data in our products sold directly to our customers. Additionally, we sell various Scarborough Research products directly to our clients, for which we receive a commission from Scarborough Research. The net cash payments from Scarborough Research to us as a result of these transactions were $12 million, $9 million, $11 million and $14 million for the periods ended May 24 to December 31, 2006 and January 1 to May 23, 2006 and for the years ended December 31, 2005 and 2004, respectively. Obligations between us and Scarborough Research are net settled in cash on a monthly basis in the ordinary course of business; at December 31, 2006, 2005 and 2004 the related amounts outstanding were not significant.

AGB Nielsen Media Research

Nielsen and its subsidiaries have entered into various related party transactions with AGB Nielsen Media Research, covering services to and from AGB Nielsen Media Research, including the licensing of the Nielsen trademark, software and databases, and certain administrative services. These related party transactions resulted in a net receivable of $12 million and $5 million at December 31, 2006 and 2005, respectively.

Loan to Former Chairman of the Executive Board

In March 2002, with the relocation to the United States of the former Chairman of the Executive Board and his family, the former Chairman of the Executive Board received a home mortgage loan from Nielsen in the amount of $4 million. The loan, which is denominated in U.S. Dollars, accrues interest at the rate of 6.0% per year and is collateralized by the home. Interest is due at the time that the loan is repaid, which can be no later than July 1, 2007. If at that time the value of the home is not sufficient to cover the amount of this loan plus accrued interest, Nielsen will absorb the difference plus any required income taxes that would be payable by the former Chairman. The carrying value of the loan receivable and accrued interest is $5 million, included in other current assets, and $5 million, included in non-current assets, at December 31, 2006 and 2005, respectively.

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DESCRIPTION OF OTHER INDEBTEDNESS

New Senior Secured Credit Facilities

General

Our new senior secured credit facilities provide for senior secured financing of up to $5,908 million, consisting of:

• a senior secured term loan facility in an aggregate principal amount of up to $5,220 million and (the “Term Facility”) with a maturity of seven years, most of which is denominated in U.S. Dollars, with the balance denominated in Euros; and

• a senior secured revolving credit facility in an aggregate principal amount of $688 million (the “Revolving Facility”) with a maturity of six years, including both a letter of credit sub-facility and a swingline loan sub-facility.

In addition, we may request one or more incremental term loan facilities and/or increase commitments under our Revolving Facility in an aggregate amount of up to $688 million, subject to certain conditions and receipt of commitments by existing or additional financial institutions or institutional lenders.

All borrowings under our Revolving Facility following the date the Term Facility is initially drawn are subject to the satisfaction of customary conditions, including the absence of a default and the accuracy of representations and warranties. Loans under our Revolving Facility are available in multiple currencies and to multiple borrowers.

Proceeds of the term loans and, if applicable, the revolving loans, together with other sources of funds described under “Use of Proceeds,” were used to repay existing debt and finance the Transactions. Proceeds of the revolving loans borrowed after the closing date of the Transactions, swingline loans and letters of credit are or will be used for working capital and general corporate purposes. See “Use of Proceeds.”

Interest and Fees

The interest rates per annum applicable to loans denominated in U.S. Dollars or Euros, other than swingline loans, under our new senior secured credit facilities are, at our option, equal to either an alternate base rate (in the case of U.S. Dollar loans) or an adjusted EURIBOR rate for a one-, two-, three or six-month interest period, or a nine- or twelve month period, if agreed to by our lenders, in each case, plus an applicable margin. The alternate base rate is determined by reference to the greater of (1) Citigroup’s Prime Rate and (2) the overnight Federal Funds as published by the Federal Reserve Bank of New York, plus 0.5%. The Adjusted EURIBOR rate is determined by reference to settlement rates established for deposits in the applicable currencies in the London interbank market for a period equal to the interest period of the loan and the maximum reserve percentages established by banking regulations to which our lenders are subject. Interest rates on loans denominated in other currencies is based on rates common for such currencies plus an applicable margin.

Swingline loans denominated in U.S. Dollars bear interest at the interest rate applicable to alternate base rate revolving loans. Swingline loans denominated in Euros bear interest at a EURIBOR rate plus an applicable margin.

In addition, on the last day of each calendar quarter we are required to pay each lender (i) a commitment fee in respect of any unused commitments under the Revolving Facility and (ii) a letter of credit fee in respect of the aggregate face amount of outstanding letters of credit under the Revolving Facility.

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Prepayments

Subject to exceptions, our new senior secured credit facilities require mandatory prepayments of term loans in amounts equal to:

• 50% (as may be reduced based on our ratio of consolidated total net debt to consolidated EBITDA) of our annual excess cash flow (as defined in the credit agreement governing our new senior secured credit facilities);

• except as set forth below, 100% (as may be reduced based on our ratio of consolidated total net debt to consolidated EBITDA) of the net cash proceeds of all non-ordinary course asset sales or other dispositions of property, subject to reinvestment rights and certain other exceptions;

• (x) 100% of the net cash proceeds of the sale, in whole or in part from time to time, of BME that, when applied to repay term loans, would not change our ratio of consolidated total net debt to consolidated EBITDA and (y) 50% of any remaining amount of such net cash proceeds from such sale of BME; and

• 100% of the net cash proceeds from certain incurrences of debt.

Amortization of Principal

Our new senior secured credit facilities require scheduled quarterly payments on the term loans each equal to 0.25% of the original principal amount of the term loans for the first six years and three quarters, with the balance paid at maturity.

Collateral and Guarantors

Our new senior secured credit facilities are guaranteed by Nielsen, VNU Intermediate Holding B.V., VNU Holding and Finance B.V., VNU International B.V., VNU Holdings B.V., ACN Holdings, Inc., VNU Services B.V. and The Nielsen Company (US), Inc., and certain of their material existing and subsequently acquired or organized wholly owned subsidiaries (other than non U.S. subsidiaries of ACN Holdings, Inc., The Nielsen Company (US), Inc. or other U.S. subsidiaries), and is secured by substantially all of the existing and future property and assets (other than cash) of our U.S. subsidiaries and by a pledge of the capital stock of the guarantors specified above, the capital stock of our U.S. subsidiaries and the guarantors and up to 65% of the capital stock of certain of our non U.S. subsidiaries.

Restrictive Covenants and Other Matters

Our new senior secured credit facilities require that we, after an initial grace period, comply on a quarterly basis with a maximum consolidated leverage ratio test and minimum interest coverage ratio test. In addition, our new senior secured credit facilities include negative covenants, subject to significant exceptions, restricting or limiting our ability and the ability of certain of our subsidiaries to, among other things:

• incur, assume or permit to exist additional indebtedness or guarantees;

• incur liens and engage in sale and leaseback transactions;

• make certain loans and investments;

• declare dividends, make payments or redeem or repurchase capital stock;

• engage in mergers, acquisitions and other business combinations;

• prepay, redeem or purchase certain indebtedness, including the notes;

• amend or otherwise alter terms of certain indebtedness, including the notes;

• sell certain assets;

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• transact with affiliates;

• enter into agreements limiting subsidiary distributions; and

• alter the business that we conduct.

Nielsen is not bound by any financial or negative covenants contained in the credit agreement.

The new senior secured credit facilities also contain certain customary affirmative covenants and events of default.

Senior Notes

General

In connection with the Transactions, Nielsen Finance LLC and Nielsen Finance Co., special purpose entities wholly owned by us, issued $650 million of U.S. Dollar denominated unsecured senior notes and €150 million of Euro denominated unsecured senior notes. The Senior Notes mature on August 1, 2014. The U.S. Dollar denominated Senior Notes accrue interest at 10% per annum, and the Euro denominated Senior Notes accrue interest at 9% per annum. Interest is payable semiannually on February 1 and August 1 of each year, commencing February 1, 2007.

Covenants

Nielsen Finance LLC, Nielsen Finance Co., VNU Holdings & Finance B.V., VNU International B.V. and certain subsidiaries of Nielsen are subject to numerous restrictive covenants under the indenture governing the Senior Notes, including restrictive covenants with respect to liens, indebtedness, mergers, disposition of assets, acquisition of assets, dividends, transactions with affiliates, investments, agreements, and other customary covenants.

Events of Default

The Senior Notes are subject to customary events of default, including non-payment of principal or interest, violation of covenants, cross accelerations under other indebtedness and insolvency or certain bankruptcy events. The occurrence of an event of default could result in the acceleration of principal of the Senior Notes.

Senior Subordinated Discount Notes

General

In connection with the Transactions, Nielsen Finance LLC and Nielsen Finance Co., special purpose entities wholly owned by us, issued $1,070 million principal amount at maturity of 12 ¹/2% unsecured senior subordinated discount notes. The Senior Subordinated Discount Notes mature on August 1, 2016. The Senior Subordinated Discount Notes were issued at a significant discount from their principal amount at maturity. The accreted value of the Senior Subordinated Discount Notes increases in value from the date of issuance until August 1, 2011 at a rate of 12 ¹/2% per annum, compounded semiannually. No cash interest will accrue on the Senior Subordinated Discount Notes until August 1, 2011. Cash interest will accrue at a rate of 12 ¹/2% per annum from August 1, 2011 and will be payable semiannually on February 1 and August 1 of each year commencing on February 1, 2012.

Covenants

Nielsen Finance LLC, Nielsen Finance Co., VNU Holdings & Finance B.V., VNU International B.V. and certain subsidiaries of Nielsen are subject to numerous restrictive covenants under the indenture governing the Senior Subordinated Discount Notes, including restrictive covenants with respect to liens, indebtedness, mergers,

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disposition of assets, acquisition of assets, dividends, transactions with affiliates, investments, agreements, and other customary covenants.

Events of Default

The Senior Subordinated Discount Notes are subject to customary events of default, including non-payment of principal or interest, violation of covenants, cross accelerations under other indebtedness and insolvency or certain bankruptcy events. The occurrence of an event of default could result in the acceleration of principal of the Senior Subordinated Discount Notes.

Euro Medium Term Note Program

We have a Euro Medium Term Note (“EMTN”) program in place. All debenture loans and most private placements are quoted on the Luxembourg Stock Exchange. At December 31, 2006 and 2005, amounts with carrying values of $706 million and $854 million, respectively, of the program amount were issued under the EMTN program. There are no additional amounts available for borrowing under this program as of December 31, 2006. Upon consummation of the Transactions, €518 million ($685 million) remained outstanding under this program. The securities issued under the program contain covenants which generally restrict the creation of security over indebtedness with a principal amount greater than €15 million, a maturity greater than twelve months and which are in the form of securities that are or are intended to be listed on a stock market. As of December 31, 2006 the following are the amounts of the medium term notes that remain outstanding under the EMTN program:

Outstanding Nielsen Euro Medium Term Note Program Securities
Amount	Interest Rate		Maturity
¥4,000,000,000	2.50	%	2011
€30,000,000	6.75	%	2012
€25,000,000	Floating		2012
€25,000,000	Floating		2012
€50,000,000	Floating		2010
£250,000,000	5.625	%	2010/2017

In 2003, a £250 million debenture loan was issued under the EMTN program. After seven years, the interest rate on the debenture loan will be reset for the remaining seven years to 5.50% plus the then applicable market credit spread for us. As a feature of the loan, after the seven years, we had a right to acquire the debentures from the holders at par. At the issuance date of the loan, we have assigned this right to two investment banks. If the acquisition right is exercised, the interest rate will be reset as aforementioned. If the acquisition right is not exercised, we will redeem the debenture loan at par.

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DESCRIPTION OF THE NOTES

General

Certain terms used in this description are defined under the subheading “Certain Definitions.” In this description, the terms “Issuer” and “Nielsen” refer to The Nielsen Company B.V.

The Issuer issued the old notes, and will issue the exchange notes, under an indenture dated August 9, 2006 (the “Indenture”) between Nielsen and Law Debenture Trust Company of New York, as trustee (the “Trustee”). Except as set forth herein, the terms of the exchange notes will be substantially identical and include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act.

The following description is only a summary of the material provisions of the Indenture and Registration Rights Agreement and does not purport to be complete and is qualified in its entirety by reference to the provisions of those agreements, including the definitions therein of certain terms used below. We urge you to read the Indenture and the Registration Rights Agreement because those agreements, not this description, define your rights as Holders of the exchange notes. You may request copies of the Indenture and Registration Rights Agreement at our address set forth under the heading “Prospectus Summary” in this prospectus.

Brief Description of Notes

The old notes are, and the exchange notes will be:

• unsecured senior obligations of the Issuer;

• pari passu in right of payment to all existing and future senior indebtedness of the Issuer (including its guarantee of the Senior Notes);

• effectively subordinated to all secured indebtedness of the Issuer (including its guarantee of the new senior secured credit facility);

• structurally subordinated to all indebtedness of the Issuer’s subsidiaries; and

• senior in right of payment to any future Subordinated Indebtedness of the Issuer (including its guarantee of the Senior Subordinated Discount Notes).

Holding Company Structure and Ranking

The Issuer is a holding company and does not have any material assets or operations other than ownership of the Capital Stock of VNU Intermediate Holding B.V. All of the Issuer’s operations are conducted through its Subsidiaries and therefore the Issuer will be dependent upon the cash flow of its Subsidiaries to meet its obligations, including its obligations on the exchange notes. The new senior secured credit facility and the indentures governing the Senior Notes and the Senior Subordinated Discount Notes will restrict the ability of the Issuer’s Subsidiaries to pay dividends or make other distributions to the Issuer. In addition, certain laws restrict the ability of the Issuer’s subsidiaries to pay dividends and make loans and advances to the Issuer. The Issuer also only has a shareholder’s claim on the assets of its Subsidiaries. This shareholder’s claim is junior to the claims that creditors and holders of preferred stock of the Subsidiaries have against those Subsidiaries.

The old notes are, and the exchange notes will be, general unsecured obligations of the Issuer that rank senior in right of payment to all existing and future Subordinated Indebtedness of the Issuer. The old notes rank, and the exchange notes will rank, equally in right of payment with all existing and future liabilities of the Issuer that are not so subordinated and are effectively subordinated to all of the Issuer’s secured indebtedness, including the guarantee of indebtedness under the new senior secured credit facility, to the extent of the value of the assets that secure such indebtedness, and structurally subordinated to all of the existing and future indebtedness and liabilities of the Issuer’s Subsidiaries (including trade debt and indebtedness under the Senior Notes, the Senior Subordinated Discount Notes and the new senior secured credit facility). Any right of the Issuer and its creditors,

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including the holders of the old notes and the future holders of the exchange notes, to participate in the assets of any of its Subsidiaries upon such Subsidiary’s liquidation or reorganization will be effectively subordinated to the claims of that Subsidiary’s creditors. In addition, in the event of bankruptcy, liquidation, reorganization or other winding up of the Issuer, or upon a default in payment with respect to, or the acceleration of, any indebtedness under the new senior secured credit facility or other secured indebtedness, the assets of the Issuer that secure secured indebtedness will be available to pay obligations on the old notes, and in the future the exchange notes, only after all indebtedness under the new senior secured credit facility and other secured indebtedness has been repaid in full from such assets.

As of December 31, 2006, the Issuer had $7,973 million of indebtedness, consisting of the old notes, the existing indebtedness of the Issuer that was not settled as part of the Transactions, and the Issuer’s guarantee of the new senior secured credit facility, the Senior Notes, the Senior Subordinated Discount Notes, capital lease liabilities and other debt. As of December 31, 2006, the Issuer’s Subsidiaries had $10,960 million of indebtedness and other liabilities, to which the old notes are and the exchange notes will be structurally subordinated. The Indenture, the new senior secured credit facility and the indentures governing the Senior Notes and Senior Subordinated Discount Notes permit the Issuer and its Subsidiaries to incur additional indebtedness. See “Risk Factors—Risks Related to Our Notes and This Offering—Despite current indebtedness levels, we and our subsidiaries may still be able to incur substantially more debt. This could further exacerbate the risks associated with our substantial leverage.” in this prospectus.

Paying Agent and Registrar for the Notes

The Issuer will maintain one or more paying agents for the notes in London, England and Luxembourg. The principal paying agent is Deutsche Bank AG, London Branch and the paying agent and transfer agent in Luxembourg is Deutsche Bank Luxembourg, S.A.

The Issuer will also maintain a registrar with offices in the Borough of Manhattan, City of New York. The initial registrar will be the Trustee. The registrar will maintain a register reflecting ownership of the notes outstanding from time to time and will make payments on and facilitate transfer of notes on behalf of the Issuer.

The Issuer may change the paying agents or the registrars without prior notice to the Holders. The Issuer, a Material Subsidiary or any Subsidiaries of a Material Subsidiary may act as a paying agent or registrar.

Transfer and Exchange

A Holder may transfer or exchange the notes in accordance with the Indenture. The registrar and the Trustee may require a Holder to furnish appropriate endorsements and transfer documents in connection with a transfer of the notes. Holders will be required to pay all taxes due on transfer. The Issuer is not required to transfer or exchange any note selected for redemption. Also, the Issuer is not required to transfer or exchange any note for a period of 15 days before a selection of the notes to be redeemed. The notes will be issued in minimum denominations of €2,000 and integral multiples of €1,000 in excess of €2,000, in each case in principal amount at maturity of the notes.

Principal, Maturity and Interest

The Issuer will issue up to €343,000,000 in an aggregate principal amount at maturity of exchange notes in this exchange offer. The notes will mature on August 1, 2016. The old notes were issued at a significant discount from their principal amount at maturity. The old notes had an initial Accreted Value of €583.37 per $1,000 principal amount at maturity to generate aggregate gross proceeds of €200,095,910 of the notes. The Accreted Value of each note will increase from the date of issuance until August 1, 2011, at a rate of 11 ¹/8% per annum, compounded semiannually using a 360-day year comprised of twelve 30-day months, such that the accreted value will equal the principal amount at maturity on such date. The Issuer may issue additional notes from time to time after this offering under the Indenture (“Additional Senior Discount Notes”). Each the notes offered by

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the Issuer and any Additional Senior Discount Notes subsequently issued under the Indenture will be treated as a single class for all purposes under the Indenture, including waivers, amendments, redemptions and offers to purchase. Unless the context requires otherwise, references to “exchange notes,” “old notes” and “notes” for all purposes of the Indenture and this “Description of Notes” include any Additional Senior Discount Notes that are actually issued.

No cash interest will accrue on the notes prior to August 1, 2011 although for U.S. federal income tax purposes a significant amount of original issue discount, taxable as ordinary income, will be recognized by a Holder as such discount accretes. Consequently, you will be required to include amounts in your gross income for U.S. federal income tax purposes in advance of your receipt of the cash payments to which the income is attributable. See “Material United States Federal Tax Considerations” below for a discussion regarding the taxation of such original issue discount. Cash interest will accrue on the notes at the rate per annum shown on the front cover of this prospectus from August 1, 2011, or from the most recent date to which interest has been paid or provided for. Interest will be payable semiannually using a 360-day year comprised of twelve 30-day months in cash to Holders of record at the close of business on the January 15 or July 15 immediately preceding the interest payment date, on February 1 and August 1 of each year, commencing February 1, 2012.

Additional Interest

Additional Interest may accrue on the notes in certain circumstances pursuant to the Registration Rights Agreement. All references in the Indenture, in any context, to any interest or ether amount payable on or with respect to the notes shall be deemed to include any Additional Interest pursuant to the Registration Rights Agreement. Principal (including any accretion) of, premium, if any, and interest on the notes will be payable at the office or agency of the Issuer maintained for such purpose within Luxembourg or, at the option of the Issuer, payment of interest may be made by check mailed to the Holders of the notes at their respective addresses set forth in the register of Holders; provided that all payments of principal (including any accretion), premium, if any, and interest with respect to the notes represented by one or more global notes registered in the name of or held by Euroclear or Clearstream or their nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Until otherwise designated by the Issuer, the Issuer’s office or agency in Luxembourg will be the office of the Trustee maintained for such purpose.

Mandatory Redemption; Offers to Purchase; Open Market Purchases

The Issuer is not required to make any mandatory redemption or sinking fund payments with respect to the notes. We may at any time and from time to time purchase notes in the open market or otherwise.

Optional Redemption

Except as set forth below and under “—Optional Redemption for Tax Reasons,” the Issuer will not be entitled to redeem the notes at its option prior to August 1, 2011.

At any time prior to August 1, 2011 the Issuer may redeem all or a part of the notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first class mail to the registered address of each Holder, at a redemption price equal to 100% of the Accreted Value of the notes redeemed plus the Applicable Premium as of the date of redemption (the “Redemption Date”), and, without duplication, accrued and unpaid interest and Additional Interest, if any, to the Redemption Date, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date.

On and after August 1, 2011 the Issuer may redeem the notes, in whole or in part, upon notice as described under the heading “Repurchase at the Option of Holders—Selection and Notice” at the redemption prices (expressed as percentages of principal amount at maturity of the notes to be redeemed) set forth below, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to

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the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve month period beginning on August 1 of each of the years indicated below:

Year	Percentage
2011	105.563	%
2012	103.708	%
2013	101.854	%
2014 and thereafter	100.000	%

The Trustee shall select the notes to be purchased in the manner described under “Selection and Notice.”

Payment of Additional Amounts

All payments of principal and interest by or on behalf of the Issuer in respect of the notes shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within the Netherlands or any authority therein or thereof having power to tax, unless such withholding or deduction is required by law. In that event, the Issuer shall pay such additional amounts as shall result in receipt by the Holders of such amounts as would have been received by them had no such withholding or deduction been required, except that no such additional amounts shall be payable with respect to any note:

(i) to, or to a third party on behalf of, a Holder who is liable to such taxes, duties, assessments or governmental charges in respect of such note by reason of his having some connection with the Netherlands other than the mere holding of the note; or

(ii) to, or to a third party on behalf of, a Holder who could lawfully avoid (but has not so avoided) such deduction or withholding by complying or procuring that any third party complies with any statutory requirements or by making or procuring that any third party makes a declaration of non-residence or other similar claim for exemption to any tax authority in the place where the relevant note is presented for payment; or

(iii) presented for payment more than 30 days after the Relevant Date except to the extent that the Holder of it would have been entitled to such additional amounts on presenting it for payment on the thirtieth day; or

(iv) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive; or

(v) presented for payment by or on behalf of a Holder who would have been able to avoid such withholding or deduction by presenting the relevant note to another paying agent in a member state of the European Union.

As used in herein, “Relevant Date” in respect of any note means the date on which payment in respect of it first becomes due or (if any amount of the money payable is improperly withheld or refused) the date on which payment in full of the amount outstanding is made or (if earlier) the date seven days after that on which notice is duly given to the Holder that, upon further presentation of the note, such payment will be made, provided that payment is in fact made upon such presentation.

Optional Redemption for Tax Reasons

The notes may be redeemed at the option of the Issuer in whole, but not in part, at any time, on giving not less than 30 nor more than 60 days’ notice to the Holders (which notice shall be irrevocable) at a redemption

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price equal to 100% of the Accreted Value of the notes redeemed plus accrued and unpaid interest and Additional Interest, if any, and including all additional amounts, if any, that will become due as a result of the redemption or otherwise, if (i) the Issuer satisfies the Trustee immediately before the giving of such notice that it has or will become obliged to pay additional amounts as described under “Payment of Additional Amounts,” as a result of any change in, or amendment to, the laws or regulations of the Netherlands or any political subdivision or any authority thereof or therein having the power to tax, or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the Issue Date (but before August 1, 2016), and (ii) such obligation cannot be avoided by the Issuer taking reasonable measures available to it, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such additional amounts were a payment in respect of the notes then due. Before the publication of any notice of redemption pursuant to this paragraph, the Issuer shall deliver to the Trustee an Officer’s Certificate stating that the obligation referred to in (i) above cannot be avoided by the Issuer taking reasonable measures available to it and the Trustee shall be entitled to accept such certificate as sufficient evidence of the satisfaction of the condition precedent set out in (ii) above in which event it shall be conclusive and binding on Holders. A copy of such notice of redemption will be sent to the Luxembourg Stock Exchange prior to the date for such redemption.

Selection and Notice

If the Issuer is redeeming less than all of the notes at any time, the Trustee will select the notes of such series to be redeemed (a) if such notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which such series of notes are listed or (b) on a pro rata basis to the extent practicable.

Notices of purchase or redemption shall be mailed by first class mail, postage prepaid, at least 30 but not more than 60 days before the purchase or redemption date to each Holder of notes at such Holder’s registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the notes or a satisfaction and discharge of the Indenture. If any note is to be purchased or redeemed in part only, any notice of purchase or redemption that relates to such note shall state the portion of the principal amount at maturity thereof that has been or is to be purchased or redeemed.

The Issuer will issue a new note in a principal amount at maturity equal to the unredeemed portion of the original note in the name of the Holder upon cancellation of the original note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, the Accreted Value ceases to increase and cash interest ceases to accrue, as the case may be, on notes or portions of them called for redemption.

Negative Pledge

So long as any of the notes remain outstanding, neither the Issuer nor any of its Material Subsidiaries will secure any Indebtedness by any lien, pledge, charge, or other security device upon any of its assets or revenues unless it shall, simultaneously with or prior to the creation of such security, take any and all action necessary to secure the obligations of the Issuer under the notes and the Indenture equally and rateably with such Indebtedness to the satisfaction of the Trustee or provide such other security for the notes and the Indenture as the Trustee in its absolute discretion shall deem to be not materially less beneficial to the relevant Holders or as shall be approved by the Holders of a majority in principal amount at maturity of the notes of the relevant Holders, except for any Permitted Encumbrance.

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Events of Default and Remedies

The Trustee at its discretion may, and if so requested in writing by holders of at least one-fifth in Accreted Value of the notes then outstanding shall, give notice to the Issuer that the outstanding notes are and they shall immediately become, due and payable at their Accreted Value, together with accrued interest and costs:

(i) in the event of default in any payment on the notes, if such default shall remain unremedied for a period of 15 Business Days after notice in writing thereof is given by the Trustee to the Issuer; or

(ii) in the event of default in the due performance of any other provision of the notes or the Indenture, if such default shall remain unremedied for a period of 30 Business Days after written notice thereof is given by the Trustee to the Issuer; or

(iii) in the event of bankruptcy (faillissement) of the Issuer or any Material Subsidiary or in the event that the Issuer or any Material Subsidiary files a petition for a moratorium (suréance van betaling); or

(iv) in the event of dissolution (ontbinding) of the Issuer or any Material Subsidiary prior to the payment of the notes in full (except for (a) in any such case, a dissolution for the purpose of and followed by a reconstruction, reorganization or amalgamation the terms of which have previously been approved in writing by the Trustee or by the Holders of a majority in principal amount at maturity of the notes, (b) in the case of the Issuer, the substitution in the place of the Issuer of a Substituted Obligor the terms of which have previously been approved as aforesaid, or (c) in the case of a Material Subsidiary, whereby the undertaking and assets of the Material Subsidiary are transferred to or otherwise vested in the Issuer or another of its subsidiaries); or

(v) in the event of default of the Issuer or any Material Subsidiary as to due and punctual payment of principal, premium (if any) or interest on any Indebtedness of the Issuer or any Material Subsidiary, as and when the same shall become due and payable, if such default shall continue for more than the longer of (i) fifteen days or (ii) the period of grace (if any) specified in the terms thereof, and the time for payment of such principal, premium (if any) and interest has not been validly extended,

provided that in the case of the happening of any of the events mentioned in paragraph (ii) above, only if the Trustee shall have certified in writing that such event is, in its opinion, materially prejudicial to the interests of the Holders.

If any Event of Default (other than of a type specified in clause (iii) above) occurs and is continuing under the Indenture, the Trustee or the Holders of at least 30% in principal amount at maturity of the then total outstanding notes may declare the principal (or Accreted Value), premium, if any, (without duplication) interest and any other monetary obligations on all the then outstanding notes to be due and payable immediately; provided, however, that so long as any indebtedness under the new senior secured credit facilities (or successor facilities) shall be outstanding, no such acceleration shall be effective until the earlier of:

(1) acceleration of any such Indebtedness under the new senior secured credit facilities (or successor facilities); or

(2) five Business Days after the giving of written notice of such acceleration to the Issuer and the administrative agent under the new senior secured credit facilities (or successor facilities).

Upon the effectiveness of such declaration, such principal (or Accreted Value) and interest will be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising under clause (iii) of the first paragraph of this section, all outstanding notes will become due and payable without further action or notice. The Indenture will provide that the Trustee may withhold from the Holders notice of any continuing Default, except a Default relating to the payment of principal (or Accreted Value), premium, if any, or interest, if it determines that withholding notice is in their interest. In addition, the Trustee shall have no obligation to accelerate the notes if in the best judgment of the Trustee acceleration is not in the best interest of the Holders of the notes.

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The Indenture will provide that the Holders of a majority in aggregate principal amount at maturity of the then outstanding notes by notice to the Trustee may on behalf of the Holders of all of the notes waive any existing Default and its consequences under the Indenture except a continuing Default in the payment of interest on, premium, if any, or the principal (or Accreted Value) of any note held by a non-consenting Holder. In the event of any Event of Default specified in clause (v) above, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such, Event of Default arose:

(1) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged; or

(2) holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or

(3) the default that is the basis for such Event of Default has been cured.

Subject to the provisions of the Indenture relating to the duties of the Trustee thereunder, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders of the notes unless the Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal (or Accreted Value), premium (if any) or interest when due, no Holder of a note may pursue any remedy with respect to the Indenture or the notes unless:

(1) such Holder has previously given the Trustee notice that an Event of Default is continuing;

(2) Holders of at least 30% in principal amount at maturity of the total outstanding notes have requested the Trustee to pursue the remedy;

(3) Holders of the notes have offered the Trustee reasonable security or indemnity against any loss, liability or expense;

(4) the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and

(5) Holders of a majority in principal amount at maturity of the total outstanding notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

Subject to certain restrictions, under the Indenture the Holders of a majority in principal amount at maturity of the total outstanding notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder of a note or that would involve the Trustee in personal liability.

The Indenture will provide that the Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required, within five Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, incorporator or stockholder of the Issuer or any of its parent companies shall have any liability for any obligations of the Issuer under the notes or the Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.

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Legal Defeasance and Covenant Defeasance

The obligations of the Issuer under the Indenture will terminate (other than certain obligations) and will be released upon payment in full of all of the notes. The Issuer may, at its option and at any time, elect to have all of its obligations discharged with respect to the notes (“Legal Defeasance”) and cure all then existing Events of Default except for:

(1) the rights of Holders of notes to receive payments in respect of the principal (or Accreted Value) of, premium, if any, and interest on the notes when such payments are due solely out of the trust created pursuant to the Indenture;

(2) the Issuer’s obligations with respect to notes concerning issuing temporary notes, registration of such notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(3) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuer’s obligations in connection therewith; and

(4) the Legal Defeasance provisions of the Indenture.

In addition, the Issuer may, at its option and at any time, elect to have its obligations released with respect to substantially all of the restrictive covenants in the Indenture (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default with respect to the notes. In the event Covenant Defeasance occurs, certain events (not including bankruptcy, receivership, rehabilitation and insolvency events pertaining to the Issuer) described under “Events of Default and Remedies” will no longer constitute an Event of Default with respect to the notes.

In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the notes:

(1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the notes, Euro or non-callable government obligations of any member nation of the European Union whose official currency is the Euro, rated AAA or better by S&P and Aaa or better by Moody’s, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the Accreted Value of, premium, if any, and, without duplication, interest due on the notes on the stated maturity date or on the redemption date, as the case may be, of such Accreted Value, premium, if any, or interest on such notes and the Issuer must specify whether such notes are being defeased to maturity or to a particular redemption date;

(2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee (i) an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions,

(a) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, or

(b) since the issuance of the notes, there has been a change in the applicable U.S. federal income tax law,

in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the notes will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred and (ii) an opinion of counsel in the Netherlands reasonably acceptable to the Trustee to the effect that (a) the Holders of the outstanding notes will not recognize income, gain or loss for Dutch income tax purposes as a result of such Legal Defeasance and will be subject Dutch income tax on the same amounts, in the same manner and at the same times as would have

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been the case if such Legal Defeasance had not occurred and (b) payments from the defeasance trust will be free and exempt from any and all withholding and other income taxes of whatever nature imposed or levied by or on behalf of the Netherlands or any political subdivision thereof or therein having the power to tax;

(3) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee (i) an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred and (ii) an opinion of counsel in the Netherlands reasonably acceptable to the Trustee to the effect that (a) the Holders of the outstanding notes will not recognize income, gain or loss for Dutch income tax purposes as a result of such Covenant Defeasance and will be subject to Dutch income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred and (b) payments from the defeasance trust will be free and exempt from any and all withholding and other income taxes of whatever nature imposed or levied by or on behalf of the Netherlands or any political subdivision thereof or therein having the power to tax;

(4) no Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit;

(5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than the Indenture) to which the Issuer is a party or by which the Issuer is bound;

(6) the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of Section 547 of Title 11 of the United States Code;

(7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or others; and

(8) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

Satisfaction and Discharge

The Indenture will be discharged and will cease to be of further effect as to all notes, when either:

(1) all notes theretofore authenticated and delivered, except lost, stolen or destroyed notes which have been replaced or paid and notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or

(2)(a) all notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise, will become due and payable within one year or are to be called for redemption and redeemed within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of the notes, Euro or non-callable government obligations of any member nation of the European Union whose official currency is the Euro, rated AAA or better by S&P and Aaa or better by Moody’s, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on the notes not theretofore delivered to the Trustee for cancellation for principal (or Accreted Value), premium, if any, and, without duplication, accrued interest to the date of maturity or redemption;

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(b) no Default (other than that resulting from borrowing funds to be applied to make such deposit) with respect to the Indenture or the notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under any material agreement or instrument governing Indebtedness (other than the Indenture) to which the Issuer is a party or by which the Issuer is bound;

(c) the Issuer has paid or caused to be paid all sums payable by it under the Indenture; and

(d) the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the notes at maturity or the redemption date, as the case may be.

In addition, the Issuer must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Amendment, Supplement and Waiver

Except as provided in the next two succeeding paragraphs, the Indenture, and the notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount at maturity of the notes then outstanding, including consents obtained in connection with a purchase of, or tender offer or exchange offer for notes, and any existing Default or compliance with any provision of the Indenture or the notes issued thereunder may be waived with the consent of the Holders of a majority in principal amount at maturity of the then outstanding notes, other than notes beneficially owned by the Issuer or its Affiliates (including consents obtained in connection with a purchase of or tender offer or exchange offer for the notes).

The Indenture will provide that, without the consent of each affected Holder of notes, an amendment or waiver may not, with respect to any notes held by a non-consenting Holder:

(1) reduce the Accreted Value of such notes whose Holders must consent to an amendment, supplement or waiver;

(2) reduce the Accreted Value of or change the fixed final maturity of any such Senior Discount Note or alter or waive the provisions with respect to the redemption of such notes;

(3) reduce the rate of or change the time for payment of interest on any Senior Discount Note;

(4) waive a Default in the payment of principal (or Accreted Value) of or premium, if any, or (without duplication) interest on the notes, except a rescission of acceleration of the notes by the Holders of at least a majority in aggregate principal amount at maturity of the notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in the Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders;

(5) make any Senior Discount Note payable in money other than that stated therein;

(6) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal (or Accreted Value) of or premium, if any, or, without duplication, interest on the notes;

(7) make any change in these amendment and waiver provisions;

(8) impair the right of any Holder to receive payment of principal (or Accreted Value) of, or interest on such Holder’s notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s notes;

(9) make any change to the ranking of the notes that would adversely affect the Holders; or

(10) change the method of calculating Accreted Value.

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Notwithstanding the foregoing, the Issuer and the Trustee may amend or supplement the Indenture or notes without the consent of any Holder;

(1) to cure any ambiguity, omission, mistake, defect or inconsistency;

(2) to provide for uncertificated notes of such series in addition to or in place of certificated notes;

(3) to comply with the covenant relating to mergers, consolidations and sales of assets;

(4) to provide the assumption of the Issuer’s obligations to the Holders;

(5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Indenture of any such Holder;

(6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer;

(7) to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act;

(8) to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee thereunder pursuant to the requirements thereof;

(9) to provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are not freely transferable;

(10) to add a guarantor under the Indenture;

(11) to conform the text of the Indenture, or the notes to any provision of this “Description of Notes” to the extent that such provision in this “Description of Notes” was intended to be a verbatim recitation of a provision of the Indenture, Guarantee or notes; or

(12) making any amendment to the provisions of the Indenture relating to the transfer and legending of notes as permitted by the Indenture, including, without limitation to facilitate the issuance and administration of the notes; provided, however, that (i) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer notes.

The consent of the Holders is not necessary under the Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

Notices

Notices given by publication will be deemed given on the first date on which publication is made and notices given by first class mail, postage prepaid, will be deemed given five calendar days after mailing.

Concerning the Trustee

The Indenture will contain certain limitations on the rights of the Trustee thereunder, should it become a creditor of the Issuer, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue or resign.

The Indenture will provide that the Holders of a majority in principal amount at maturity of the outstanding notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The Indenture will provide that in case an Event of Default shall occur (which shall not be cured), the Trustee will be required, in the exercise of its power, to use the

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degree of care of a prudent person in the conduct of his own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of the notes, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

Governing Law

The Indenture and the notes will be governed by and construed in accordance with the laws of the State of New York.

Currency Indemnity and Calculation of Euro-denominated Restrictions

The Euro is the sole currency of account and payment for all sums payable by the Issuer under or in connection with the notes and the Indenture including damages. Any amount received or recovered in a currency other than Euro, whether as a result of, or the enforcement of, a judgment or order of a court of any jurisdiction, in the winding-up or dissolution of the Issuer or otherwise, by any Holder of a Senior Discount Note or by the Trustee in respect of any sum expressed to be due to it from the Issuer will only constitute a discharge of the Issuer to the extent of the Euro amount which the recipient is able to purchase with the amount so received or recovered that other ordinary currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so).

If that Euro amount is less than the Euro amount expressed to be due to the recipient under any Senior Discount Note or the Trustee, the Issuer will indemnify them against any loss sustained by such recipient as a result. In any event, the Issuer will indemnify the recipient against the cost of making any such purchase. For the purposes of this currency indemnity provision, it will be sufficient for the Holder or the Trustee to certify in a satisfactory manner (indicating the sources of information used) that it would have suffered a loss had an actual purchase of Euro been made with the amount so received in that other currency on the date of receipt or recovery (or, if a purchase of Euro on such date had not been practicable, on the first date on which it would have been practicable, it being required that the need for a change of date be certified in the manner mentioned above). These indemnities constitute a separate and independent obligation from the Issuer’s other obligations, will give rise to a separate and independent cause of action, will apply irrespective of any indulgence granted by any Holder or the Trustee and will continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect to any sum due under any Senior Discount Note or to the Trustee.

Except as otherwise specifically set forth herein, for purposes of determining compliance with any Euro-denominated restriction herein, the Euro-equivalent amount for purposes hereof that is denominated in a non-Euro currency shall be calculated based on the relevant currency exchange rate in effect on the date such non-Euro amount is incurred or made, as the case may be.

Consent to Jurisdiction and Service

In relation to any legal action or proceedings arising out of or in connection with the Indenture and the notes, the Issuer in the Indenture irrevocably submits to the non-exclusive jurisdiction of the federal and state courts in the Borough of Manhattan in the City of New York, County and State of New York, United States of America.

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Certain Definitions

Set forth below are certain defined terms used in the Indenture.

“Accreted Value” means, as of any date (the “Specified Date”): the amount provided below for each €1,000 principal amount at maturity of notes:

(a) if the Specified Date occurs on one of the following dates (each, a “Semi-Annual Accrual Date”), the Accreted Value will equal the amount set forth below for such Semi-Annual Accrual Date:

Semi Annual Accrual Date	Accreted Value
February 1, 2007	€	615.74
August 1, 2007	€	649.90
February 1, 2008	€	685.96
August 1, 2008	€	724.02
February 1, 2009	€	764.19
August 1, 2009	€	806.59
February 1, 2010	€	851.35
August 1, 2010	€	898.58
February 1, 2011	€	948.44
August 1, 2011	€	1,000.00

The foregoing Accreted Values shall be increased, if necessary, to reflect any accretion of Additional Interest;

(b) if the Specified Date occurs before the first Semi-Annual Accrual Date, the Accreted Value will equal the sum of (A) the original issue (for each €1,000 principal amount at maturity) price of a Senior Discount Note and (B) the amount equal to the product of (x) the Accreted Value for the first Semi-Annual Accrual Date less such original issue price multiplied by (y) a fraction, the numerator of which is the number of days from the Issue Date to the Specified Date, using a 360-day year of twelve 30-day months, and the denominator of which is the number of days from the Issue Date to the first Semi-Annual Accrual Date, using a 360-day year of twelve 30-day months.

(c) if the Specified Date occurs between two Semi-Annual Accrual Dates, the Accreted Value will equal the sum of (A) the Accreted Value for the Semi-Annual Accrual Date immediately preceding such Specified Date and (B) an amount equal to the product of (x) the Accreted Value for the immediately following Semi-Annual Accrual Date less the Accreted Value for the Semi-Annual Accrual Date immediately preceding such Specified Date multiplied by (y) a fraction, the numerator of which is the number of days from the immediately preceding Semi-Annual Accrual Date to the Specified Date, using a 360-day year of twelve 30-day months, and the denominator of which is 180; or

(d) if the Specified Date occurs on or after August 1, 2011, the Accreted Value will equal €1,000.

“Additional Interest” means all additional interest then owing pursuant to the Registration Rights Agreement.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

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“Applicable Premium” means, the greater of:

(a) 1.0% of the Accreted Value of such Senior Discount Note on such Redemption Date; and

(b) the excess, if any, of (i) the present value at such Redemption Date of the redemption price of such Senior Discount Note at August 1, 2011 (each such redemption price being set forth in the table appearing above under the caption “Optional Redemption”), computed using a discount rate equal to the Bund Rate as of such Redemption Date plus 50 basis points; over (ii) the Accreted Value of such Senior Discount Note.

“Bund Rate” means, as of any Redemption Date, the yield to maturity as of such Redemption Date of direct obligations of the Federal Republic of Germany (Bunds or Bundesanleihen) with a constant maturity (as compiled and published in the most recent financial statistics) that has become publicly available at least two Business Days prior to the Redemption Date (or, if such financial statistics are no longer published, any publicly available source of similar market data)) most nearly equal to the period from the Redemption Date to August 1, 2011; provided, however, that if the period from the Redemption Date to August 1, 2011 is less than one year, the weekly average yield on actually traded direct obligations of the Federal Republic of German adjusted to a constant maturity of one year will be used.

“Business Day” means each day which is not a Legal Holiday.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than solely as a result of a change of control or asset sale) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely as a result of a change of control or asset sale), in whole or in part, in each case prior to the date 91 days after the earlier of the maturity date of the notes or the date the notes are no longer outstanding; provided, however, that if such Capital Stock is issued to any plan for the benefit of employees of the Issuer or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased in order to satisfy applicable statutory or regulatory obligations.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock.

“Equity Offering” means any public or private sale of common stock or Preferred Stock of the Issuer or of a direct or indirect parent of the Issuer (excluding Disqualified Stock), other than:

(1) public offerings with respect to any such Person’s common stock registered on Form S-8; and

(2) issuances to the Issuer or any Subsidiary of the Issuer.

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“GAAP” means generally accepted accounting principles in the United States which are in effect on the Issue Date.

“Group” means the Issuer and its consolidated Subsidiaries.

“guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

“Holder” means the Person in whose name a Senior Discount Note is registered on the registrar’s books.

“Indebtedness” means any present or future indebtedness with a remaining maturity of more than twelve months and with a principal amount of more than €15,000,000 (including any liability, whether conditional or unconditional, actual or contingent, under any guarantee or indemnity or any other legally binding assurance against financial loss) in respect of any notes, bonds, or other debt securities that are, or are intended to be, from time to time quoted, listed or ordinarily dealt in on any stock exchange, automated trading system, over the counter or other securities market.

“Issue Date” means August 9, 2006, the date on which the old notes were originally issued.

“Issuer” has the meaning set forth in the first paragraph under “General.”

“Legal Holiday” means a Saturday, a Sunday or a day on which commercial banking institutions are not required to be open in Luxembourg.

“Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien.

“Material Subsidiary” means, at any particular time, a Subsidiary whose total revenues (consolidated if such Subsidiary has Subsidiaries and excluding intercompany revenues from other Subsidiaries in the Group) attributable to the Issuer (having regard to its direct and/or indirect beneficial interest in the shares, or the like, of such Subsidiary) represents at least 15% of the consolidated total revenues of the Group. A report of the auditors for the Issuer or an Officer’s Certificate whether or not addressed to the Trustee that in their opinion a Subsidiary is or is not a Material Subsidiary may be relied upon by the Trustee without further enquiry or evidence and, if relied upon by the Trustee, shall, in the absence of manifest error, be conclusive and binding. Any certificate or report of the auditors for the Issuer or an Officer’s Certificate called for by or provided to the Trustee in accordance with or for the purposes of these presents, may be relied upon by the Trustee as sufficient evidence of the facts stated therein notwithstanding that such certificate or report and /or any engagement letter or other document entered into by the Trustee in connection therewith contains a monetary or other limit on the liability of the auditors for the Issuer thereof.

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business.

“Net Income” means, with respect to any Person, the net income (loss) of such Person and its Subsidiaries, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.

“Officer” means the Chairman of the Board, the Chief Executive Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Issuer.

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“Officer’s Certificate” means a certificate signed on behalf of the Issuer by an Officer of the Issuer, who must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Issuer, that meets the requirements set forth in the Indenture.

“Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Issuer or the Trustee.

“Permitted Encumbrance” means:

(i) an encumbrance on any asset securing Indebtedness incurred for the purpose of financing the acquisition of such asset (provided the amount secured thereby is not subsequently increased) or

(ii) an encumbrance existing on any asset prior to its acquisition (through shares or through assets) and not created in contemplation of such event (provided the amount secured thereby is not subsequently increased) or

(iii) an encumbrance not otherwise permitted by the above securing Indebtedness in an aggregate amount not exceeding €25,000,000.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Preferred Stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.

“Registration Rights Agreement” means the Registration Rights Agreement with respect to the notes dated as of the Issue Date, among the Issuer and the Initial Purchasers.

“S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Subordinated Indebtedness” means any Indebtedness of the Issuer which is by its terms subordinated in right of payment to the notes.

“Subsidiary” means at any particular time, any company which is then directly or indirectly controlled or more than one half of whose issued equity share capital (or equivalent) is then beneficially owned by the Issuer and/or one or more of its Subsidiaries.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended (15 U.S.C §§ 77aaa-77bbbb).

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

To ensure compliance with treasury department circular 230, Holders are hereby notified that: (a) any discussion of federal tax issues in this prospectus supplement is not intended or written to be relied upon, and cannot be relied upon, by Holders for the purpose of avoiding penalties that may be imposed on holders under the Internal Revenue Code; (b) such discussion is included herein by the issuer in connection with the promotion or marketing (within the meaning of circular 230) by the issuer of the transactions or matters addressed herein; and (c) holders should seek advice based on their particular circumstances from an independent tax advisor.

The following is a summary of certain material U.S. federal income tax consequences of the exchange of old notes for exchange notes pursuant to the exchange offer, but does not address any other aspects of U.S. federal income tax consequences. This summary is based upon the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated or proposed thereunder and administrative and judicial interpretations thereof, all as of the date hereof and all of which are subject to change, possibly on a retroactive basis. Except as expressly stated otherwise, this summary is limited to the tax consequences of U.S. Holders that exchange old notes for exchange notes in the exchange offer and who hold the old notes as capital assets within the meaning of Section 1221 of the Code, which we refer to as “Holders.” This summary does not purport to deal with all aspects of U.S. federal income taxation that might be relevant to particular Holders in light of their particular investment circumstances or status, nor does it address specific tax consequences that may be relevant to particular persons (including, for example, financial institutions, broker dealers, insurance companies, partnerships or other pass-through entities, expatriates, tax-exempt organizations and persons that have a functional currency other than the U.S. Dollar or persons in special situations, such as those who have elected to mark securities to market or those who hold notes as part of a straddle, hedge, conversion transaction or other integrated investment). This summary is not binding on the Internal Revenue Service (the “IRS”) or the courts. We have not sought any ruling from the IRS with respect to the statements made and the conclusions reached in this summary, and we cannot assure you that the IRS will agree with such statements and conclusions.

This summary is for general information only. Persons considering the exchange of old notes for exchange notes are urged to consult their independent tax advisors concerning the U.S. federal income taxation consequences in light of their particular situations as well as any consequences arising under the laws of any other taxing jurisdiction.

For purposes of the following summary, “U.S. Holder” is a Holder that is, for U.S. federal income tax purposes (i) a citizen or individual resident of the U.S.; (ii) a corporation or other entity taxable as a corporation created or organized under the laws of the U.S. or any political subdivision thereof; (iii) an estate, the income of which is subject to U.S. federal income tax regardless of the source; or (iv) a trust, if a court within the U.S. is able to exercise primary supervision over the trust’s administration and one or more U.S. persons have the authority to control all its substantial decisions or if a valid election to be treated as a U.S. person is in effect with respect to such trust. A “Non-U.S. Holder” is a Holder that is neither a U.S. Holder nor a partnership for U.S. federal income tax purposes.

Exchange of an Old Note for an Exchange Note Pursuant to the Exchange Offer

The exchange by any Holder of an old note for an exchange note should not constitute a taxable exchange for U.S. federal income tax purposes. Consequently, no gain or loss should be recognized by Holders that exchange old notes for exchange notes pursuant to the exchange offer. For purposes of determining gain or loss upon the subsequent sale or exchange of exchange notes, a Holder’s tax basis in an exchange should be the same as such Holder’s tax basis in the old note exchanged therefore. Holders should be considered to have held the exchange notes from the time of their acquisition of the old notes.

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DUTCH TAXATION

This is a general summary and the tax consequences as described here may not apply to a holder of Senior Discount Notes. Any potential investor should consult his own tax adviser for more information about the tax consequences of acquiring, owning and disposing of Senior Discount Notes in his particular circumstances.

This taxation summary solely addresses the principal Dutch tax consequences of the acquisition, the ownership and disposition of Senior Discount Notes. It does not consider every aspect of taxation that may be relevant to a particular holder of Senior Discount Notes under special circumstances or who is subject to special treatment under applicable law. Where in this summary English terms and expressions are used to refer to Dutch concepts, the meaning to be attributed to such terms and expressions shall be the meaning to be attributed to the equivalent Dutch concepts under Dutch tax law.

This summary is based on the tax laws of The Netherlands as they are in force and in effect on the date of this prospectus. The laws upon which this summary is based are subject to change, possibly with retroactive effect. A change to such laws may invalidate the contents of this summary, which will not be updated to reflect any such change. This summary assumes that each transaction with respect to Senior Discount Notes is at arm’s length.

Withholding tax

All payments under the Senior Discount Notes may be made free from withholding or deduction of or for any taxes of whatever nature imposed, levied, withheld or assessed by The Netherlands or any political subdivision or taxing authority thereof or therein, except where the Senior Discount Notes are issued under such terms and conditions that such Senior Discount Notes are capable of being classified as shares of the Issuer within the meaning of article 1, paragraph 1 of the Dutch Withholding Tax Act (Wet op de Dividendbelasting 1965), or as profit participating certificates (winstbewijzen) within the meaning of article 1, paragraph 1 of the Dutch Withholding Tax Act or as loans within the meaning of article 10, paragraph 1, letter d, of the Dutch Corporation Tax Act 1969 (Wet op de vennootschapsbelasting 1969) and where the Senior Discount Notes are issued that are redeemable in exchange for, convertible into or linked to shares or other equity instruments issued or to be issued by the Issuer or by any entity related to the Issuer.

Taxes on income and capital gains

Resident holders of Senior Discount Notes

The summary set out in this section “Dutch Taxation—Taxes on income and capital gains—Resident holders of Senior Discount Notes” only applies to a holder of Senior Discount Notes who is a “Dutch Individual” or a “Dutch Corporate Entity.”

A holder of Senior Discount Notes is a “Dutch Individual” if:

• he is an individual; and

• he is resident, or deemed to be resident, in The Netherlands for Dutch income tax purposes, or has elected to be treated as a resident of The Netherlands for Dutch income tax purposes.

A holder of Senior Discount Notes is a “Dutch Corporate Entity” if:

• it is a corporate entity (including an association that is taxable as a corporate entity) that is subject to Dutch corporation tax;

• it is resident, or deemed to be resident, in The Netherlands for Dutch corporation tax purposes;

• it is not an entity that, although in principle subject to Dutch corporation tax, is, in whole or in part, specifically exempt from that tax; and

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• it is not an investment institution (beleggingsinstelling) as defined in the Dutch Corporation Tax Act 1969 (Wet op de vennootschapsbelasting 1969).

If a holder of Senior Discount Notes is not an individual and if it does not satisfy any one or more of these tests, with the exception of the second test, its Dutch tax position is not discussed in this prospectus.

Dutch Individuals deriving profits or deemed to be deriving profits from an enterprise

Any benefits derived or deemed to be derived from Senior Discount Notes, including any gain realised on the disposal thereof, by a Dutch Individual that are attributable to an enterprise from which such Dutch Individual derives profits, whether as an entrepreneur (ondernemer) or pursuant to a co-entitlement to the net value of an enterprise (other than as an entrepreneur or a shareholder), are generally subject to Dutch income tax at progressive rates.

Dutch Individuals deriving benefits from miscellaneous activities

Any benefits derived or deemed to be derived from Senior Discount Notes, including any gain realised on the disposal thereof, by a Dutch Individual that constitute benefits from miscellaneous activities (resultaat uit overige werkzaamheden) are generally subject to Dutch income tax at progressive rates.

Benefits derived from Senior Discount Notes by a Dutch Individual are taxable as benefits from miscellaneous activities if he, or an individual who is a connected person in relation to him as meant in article 3.91, paragraph 2, letter b, or letter c, of the Dutch Income Tax Act 2001 (Wet inkomstenbelasting 2001), has a substantial interest (aanmerkelijk belang) in the Issuer.

A person has a substantial interest in the Issuer if such person—either alone or, in the case of an individual, together with his partner (partner), if any—has, directly or indirectly, either the ownership of shares representing five per cent. or more of the total issued and outstanding capital (or the issued and outstanding capital of any class of shares) of the Issuer, or rights to acquire, directly or indirectly, shares, whether or not already issued, that represent five per cent. or more of the total issued and outstanding capital (or the issued and outstanding capital of any class of shares) of the Issuer, or the ownership of profit participating certificates that relate to five per cent. or more of the annual profits of the Issuer or to five per cent. or more of the liquidation proceeds of the Issuer.

A person who is entitled to the benefits from shares or profit participating certificates (for instance a holder of a right of usufruct) is deemed to be a holder of shares or profit participating certificates, as the case may be, and such person’s entitlement to such benefits is considered a share or a profit participating certificate, as the case may be.

Furthermore, a Dutch Individual may, inter alia, derive benefits from Senior Discount Notes that are taxable as benefits from miscellaneous activities in the following circumstances:

a. if his investment activities go beyond the activities of an active portfolio investor, for instance in the case of the use of insider knowledge (voorkennis) or comparable forms of special knowledge; or

b. if he makes Senior Discount Notes available or is deemed to make Senior Discount Notes available, legally or in fact, directly or indirectly, to certain parties as meant in the articles 3.91 and 3.92 of the Dutch Income Tax Act 2001 under circumstances described there.

Other Dutch Individuals

If a holder of Senior Discount Notes is a Dutch Individual whose situation has not been discussed before in this section “Dutch taxation—Taxes on income and capital gains—Resident holders of Senior Discount Notes”,

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benefits from his Senior Discount Notes are taxed as a benefit from savings and investments (voordeel uit sparen en beleggen). Such benefit is deemed to be four per cent. per annum of the average of his “yield basis” (rendementsgrondslag) at the beginning and at the end of the year, insofar as that average exceeds the “exempt net asset amount” (heffingvrij vermogen). The benefit is taxed at the rate of thirty per cent. The value of his Senior Discount Notes forms part of his yield basis. Actual benefits derived from his Senior Discount Notes, including any gain realised on the disposal thereof, are not as such subject to Dutch income tax.

Dutch Corporate Entities

Any benefits derived or deemed to be derived from Senior Discount Notes, including any gain realised on the disposal thereof, that are held by a Dutch Corporate Entity are generally subject to Dutch corporation tax.

Non-resident holders of Senior Discount Notes

The summary set out in this section “Dutch Taxation—Taxes on income and capital gains—Non-resident holders of Senior Discount Notes” only applies to a holder of Senior Discount Notes who is a Non-Resident holder of Senior Discount Notes.

A holder of Senior Discount Notes will be considered a “Non-Resident holder of Senior Discount Notes” if he is neither resident, nor deemed to be resident, in The Netherlands for purposes of Dutch income tax or corporation tax, as the case may be, and, in the case of an individual, has not elected to be treated as a resident of The Netherlands for Dutch income tax purposes.

Individuals

A Non-Resident holder of Senior Discount Notes who is an individual will not be subject to any Dutch taxes on income or capital gains in respect of any benefit derived or deemed to be derived from Senior Discount Notes, including any payment under Senior Discount Notes and any gain realised on the disposal of Senior Discount Notes, provided that both of the following conditions are satisfied.

1. If he derives profits from an enterprise, whether as an entrepreneur (ondernemer) or pursuant to a co-entitlement to the net value of such enterprise, other than as an entrepreneur or a shareholder, which enterprise is either managed in The Netherlands or carried on, in whole or in part, through a permanent establishment or a permanent representative in The Netherlands, as the case may be, his Senior Discount Notes are not attributable to such enterprise.

2. He does not derive benefits from Senior Discount Notes that are taxable as benefits from miscellaneous activities in The Netherlands (resultaat uit overige werkzaamheden in Nederland).

See the section “Dutch Taxation—Taxes on income and capital gains—Resident holders of Senior Discount Notes—Dutch Individuals deriving benefits from miscellaneous activities” for a description of the circumstances under which the benefits derived from Senior Discount Notes may be taxable as benefits from miscellaneous activities, on the understanding that such benefits will be taxable in The Netherlands only if such activities are performed or deemed to be performed in The Netherlands.

Entities

A Non-Resident holder of Senior Discount Notes other than an individual will not be subject to any Dutch taxes on income or capital gains in respect of benefit derived or deemed to be derived from Senior Discount Notes, including any payment under Senior Discount Notes or any gain realised on the disposal of Senior Discount Notes, provided that (a) if such Non-Resident holder of Senior Discount Notes derives profits from an enterprise that is either managed in The Netherlands or carried on, in whole or in part, through a permanent

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establishment or a permanent representative in The Netherlands, whether as an entrepreneur (ondernemer) or pursuant to a co-entitlement to the net value of such enterprise (other than as an entrepreneur or as a holder of securities), its Senior Discount Notes are not attributable to such enterprise, and (b) such Non-Resident holder of Senior Discount Notes does not have a substantial interest in the Issuer.

A person other than an individual has a substantial interest in the Issuer, (x) if it has a substantial interest in the Issuer as described in the section “Dutch taxation—Taxes on income and capital gains—Resident holders of Senior Discount Notes—Dutch Individuals deriving benefits from miscellaneous activities” or (y) if it has a deemed substantial interest in the Issuer. A deemed substantial interest may be present if its shares, profit participating certificates or rights to acquire shares or profit participating certificates in the Issuer have been acquired by such person or are deemed to have been acquired by such person on a non-recognition basis.

General

Subject to the above, a Non-Resident holder of Senior Discount Notes will not be subject to income taxation in The Netherlands by reason only of the execution (ondertekening), delivery (overhandiging) and/or enforcement of the documents relating to the issue of the Senior Discount Notes or the performance by the Issuer of its obligations thereunder or under the Senior Discount Notes.

Gift and inheritance taxes

A person who acquires Senior Discount Notes as a gift, in form or in substance, or who acquires or is deemed to acquire Senior Discount Notes on the death of an individual, will not be subject to Dutch gift tax or to Dutch inheritance tax, as the case may be, unless:

(i) the donor is, or the deceased was resident or deemed to be resident in The Netherlands for purposes of gift or inheritance tax, as the case may be; or

(ii) the Senior Discount Notes are or were attributable to an enterprise or part of an enterprise that the donor or the deceased carried on through a permanent establishment or a permanent representative in The Netherlands at the time of the gift or of the death of the deceased; or

(iii) the donor made a gift of Senior Discount Notes, then became a resident or deemed resident of The Netherlands, and died as a resident or deemed resident of The Netherlands within 180 days after the date of the gift.

Other taxes and duties

No Dutch registration tax, transfer tax, stamp duty or any other similar documentary tax or duty, other than court fees, will be payable by a holder of Senior Discount Notes in The Netherlands in respect of or in connection with the execution, delivery and/or enforcement by legal proceedings (including the enforcement of any foreign judgment in the courts of The Netherlands) of the documents relating to the issue of Senior Discount Notes or the performance by the Issuer of its obligations thereunder or under the Senior Discount Notes.

149

PLAN OF DISTRIBUTION

Until 90 days after the date of this prospectus, all dealers effecting transactions in the exchange notes, whether or not participating in this distribution, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for old notes only where such old notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days from the date on which the exchange offer is consummated, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until                     , 2007, all dealers effecting transactions in the exchange notes may be required to deliver a prospectus.

We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of exchange notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of 180 days from the date on which the exchange offer is consummated, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer, other than commissions or concessions of any broker-dealers and will indemnify the holders of the notes, including any broker-dealers, against certain liabilities, including liabilities under the Securities Act.

150

LEGAL MATTERS

The validity of the exchange notes and the enforceability of the obligations under the exchange notes to be issued will be passed upon for us by O’Melveny & Myers LLP, New York, New York, and Clifford Chance LLP, Amsterdam, the Netherlands.

EXPERTS

The consolidated financial statements and schedule of The Nielsen Company B.V. at December 31, 2006 and for the period from May 24, 2006 through December 31, 2006 for the Successor, and for the period from January 1, 2006 through May 23, 2006 for the Predecessor, appearing in this Prospectus and Registration Statement, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The consolidated financial statements and schedule of The Nielsen Company B.V. at December 31, 2005 and for each of the two years in the period ended December 31, 2005 for the Predecessor, appearing in this Prospectus and Registration Statement, have been audited by Ernst & Young Accountants, independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We will be required to file annual and quarterly reports and other information with the SEC after the registration statement described below is declared effective by the SEC. You may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C., 20549. Please call 1-800-SEC-0330 for further information on the operation of the Public Reference Room. Our filings will also be available to the public from commercial document retrieval services and at the web site maintained by the SEC at http://www.sec.gov. Our reports and other information that we have filed, or may in the future file, with the SEC are not incorporated by reference into and do not constitute part of this prospectus.

We have filed a registration statement on Form S-4 to register with the SEC the exchange notes to be issued in exchange for the old notes. This prospectus is part of that registration statement. As allowed by the SEC’s rules, this prospectus does not contain all of the information you can find in the registration statement or the exhibits to the registration statement. You should note that where we summarize in this prospectus the material terms of any contract, agreement or other document filed as an exhibit to the registration statement, the summary information provided in the prospectus is less complete than the actual contract, agreement or document. You should refer to the exhibits filed to the registration statement for copies of the actual contract, agreement or document.

We have not authorized anyone to give you any information or to make any representations about us or the transactions we discuss in this prospectus other than those contained in this prospectus. If you are given any information or representations about these matters that is not discussed in this prospectus, you must not rely on that information. This prospectus is not an offer to sell or a solicitation of an offer to buy securities anywhere or to anyone where or to whom we are not permitted to offer or sell securities under applicable law.

151

SERVICE OF PROCESS AND ENFORCEABILITY OF CIVIL LIABILITIES

The Nielsen Company B.V. is a Netherlands besloten venootschap met beperkte aansprakelijkeid, or private company with limited liability. Certain of its officers and directors may be residents of various jurisdictions outside the United States. In addition, certain of The Nielsen Company B.V.’s assets, are located outside the United States. The Nielsen Company B.V. has agreed, in accordance with the terms of the indenture under which the exchange notes will be issued, to accept service of process in any suit, action or proceeding with respect to the indenture, the notes or the security documents brought in any federal or state court located in New York City by an agent designated for such purpose, and to submit to the jurisdiction of such courts in connection with such suits, actions or proceedings. However, it may be difficult for holders of the notes to effect service within the United States upon directors, officers and experts who are not residents of the United States or to realize or enforce in the United States upon judgments of courts of the United States predicated upon civil liability under U.S. federal securities laws. We have been advised by our Dutch counsel that there is doubt as to the enforceability in the Netherlands against The Nielsen Company B.V. or against its directors, officers and experts who are not residents of the United States, in original actions or in actions for enforcement of judgments of courts of the United States, of liabilities predicated solely upon U.S. federal securities laws.

152

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	PAGE
Reports of Independent Registered Public Accounting Firms	F-2
Consolidated Balance Sheets as of December 31, 2006 for the Successor and December 31, 2005 for the Predecessor	F-4
Consolidated Statements of Operations for the period from May 24, 2006 through December 31, 2006 for the Successor and for the period from January 1, 2006 through May 23, 2006 and for the years ended December 31, 2005 and 2004 for the Predecessor	F-5
Consolidated Statements of Cash Flows for the period from May 24, 2006 through December 31, 2006 for the Successor and for the period from January 1, 2006 through May 23, 2006 and for the years ended December 31, 2005 and 2004 for the Predecessor	F-6
Consolidated Statements of Changes in Shareholders’ Equity and Accumulated Other Comprehensive Income for the period from May 24, 2006 through December 31, 2006 for the Successor and for the period from January 1, 2006 through May 23, 2006 and for the years ended December 31, 2005 and 2004 for the Predecessor	F-7
Notes to Consolidated Financial Statements	F-9

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Supervisory Board and Shareholders

The Nielsen Company bv

We have audited the accompanying consolidated balance sheet of The Nielsen Company bv as of December 31, 2006 for the Successor and the related consolidated statements of operations, changes in shareholders’ equity, and cash flows for the period from May 24, 2006 through December 31, 2006 for the Successor and for the period from January 1, 2006 through May 23, 2006 for the Predecessor. Our audits also included the financial statement schedule listed in the Index at Item 21(b). These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of The Nielsen Company bv at December 31, 2006 for the Successor and the consolidated results of its operations and its cash flows for the period from May 24, 2006 through December 31, 2006 for the Successor and for the period from January 1, 2006 through May 23, 2006 for the Predecessor, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

/s/    ERNST & YOUNG LLP

New York, New York

April 4, 2007

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Supervisory Board and Shareholders

The Nielsen Company bv

We have audited the accompanying consolidated balance sheet of The Nielsen Company bv (Predecessor) as of December 31, 2005, and the related consolidated statements of operations, changes in shareholders’ equity, and cash flows for each of the two years in the period ended December 31, 2005. Our audits also included the financial statement schedule listed in the Index at Item 21(b). These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of The Nielsen Company bv (Predecessor) at December 31, 2005, and the consolidated results of its operations and its cash flows for each of the two years in the period ended December 31, 2005, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

/s/    ERNST & YOUNG ACCOUNTANTS

Amsterdam, The Netherlands

April 4, 2007

F-3

The Nielsen Company bv

Consolidated Balance Sheets

	Successor			Predecessor
(IN MILLIONS, EXCEPT SHARE AND PER SHARE DATA)	December 31, 2006			December 31, 2005
Assets:
Current assets
Cash and cash equivalents	$	631		$	1,019
Marketable securities		151			123
Trade and other receivables, net of allowances for doubtful accounts and sales returns of $29 and $36 in 2006 and 2005, respectively.		740			763
Prepaid expenses and other current assets		247			436
Assets of discontinued operations		545			—
Total current assets		2,314			2,341
Non-current assets
Property, plant and equipment, net		524			504
Goodwill		6,664			5,023
Other intangible assets, net		5,772			1,964
Derivative financial instruments		1			260
Deferred tax assets		106			77
Other non-current assets		718			494
Total assets	$	16,099		$	10,663
Liabilities, minority interests and shareholders’ equity:
Current liabilities
Accounts payable and other current liabilities	$	988		$	827
Deferred revenues		451			437
Income tax liabilities		252			246
Current portion of long-term debt, capital lease obligations and other short-term borrowings		212			731
Liabilities of discontinued operations		143			—
Total current liabilities		2,046			2,241
Non-current liabilities
Long-term debt and capital lease obligations		7,761			2,000
Deferred tax liabilities		1,901			610
Other non-current liabilities		372			373
Total liabilities		12,080			5,224
Commitments and contingencies (Note 16)
Minority interests		105			104
Shareholders’ equity:
Priority stock, €8.00 par value, canceled as of December 31, 2006, 500 shares authorized, issued and outstanding at December 31, 2005		—			—
7% preferred stock, €8.00 par value, 150,000 shares authorized, issued and outstanding		1			1
Series A preferred stock, €8.00 par value, canceled as of December 31, 2006, 13,750,000 shares authorized, none issued or outstanding at December 31, 2005		—			—
Series B cumulative preferred stock, €0.20 par value, canceled as of December 31, 2006, 25,000,000 shares authorized; 7,200,000 shares issued and outstanding at December 31, 2005		—			2
Common stock, €0.20 par value, 550,000,000 shares authorized; 258,463,857 shares and 257,073,932 shares issued at December 31, 2006 and 2005, respectively		58			58
Additional paid-in capital		4,122			2,819
(Accumulated deficit)/retained earnings		(313	)		3,140
Accumulated other comprehensive income/(loss), net of income taxes		46			(685	)
Total shareholders’ equity		3,914			5,335
Total liabilities, minority interests and shareholders’ equity	$	16,099		$	10,663

The accompanying notes are an integral part of these consolidated financial statements.

F-4

The Nielsen Company bv

Consolidated Statements of Operations

	Successor			Predecessor
	May 24 – December 31, 2006			January 1 – May 23, 2006			Year ended December 31,
(IN MILLIONS)							2005			2004
Revenues	$	2,548		$	1,626		$	4,059		$	3,814
Cost of revenues, exclusive of depreciation and amortization shown separately below		1,202			787			1,904			1,772
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below		912			554			1,464			1,321
Depreciation and amortization		257			126			312			297
Goodwill impairment charges		—			—			—			135
Transaction costs		—			95			—			—
Restructuring costs		68			7			6			36
Operating income		109			57			373			253
Interest income		11			8			21			16
Interest expense		(372	)		(48	)		(130	)		(140	)
Gain/(loss) on derivative instruments		5			(9	)		13			178
(Loss)/gain on early extinguishment of debt		(65	)		—			(102	)		1
Foreign currency exchange transaction (losses)/gains, net		(71	)		(3	)		11			(2	)
Equity in net income of affiliates		6			6			9			7
Other (expense)/income, net		(7	)		14			8			5
(Loss)/income from continuing operations before income taxes and minority interests		(384	)		25			203			318
Benefit/(provision) for income taxes		105			(39	)		(31	)		(45	)
Minority interests		—			—			—			5
(Loss)/income from continuing operations		(279	)		(14	)		172			278
Discontinued operations, net of tax		(17	)		—			7			845
Net (loss)/income	$	(296	)	$	(14	)	$	179		$	1,123

The accompanying notes are an integral part of these consolidated financial statements.

F-5

The Nielsen Company bv

Consolidated Statements of Cash Flows

	Successor			Predecessor
	May 24 – December 31, 2006			January 1 – May 23, 2006			Year ended December 31,
(IN MILLIONS)							2005			2004
Operating Activities
Net (loss)/income	$	(296	)	$	(14	)	$	179		$	1,123
Adjustments to reconcile net income to net cash provided by operating activities:
Share-based payments expense		14			20			23			34
Gain on sale of discontinued operations, net of tax		—			(3	)		(7	)		(756	)
(Benefit)/provision for deferred income taxes		(193	)		33			48			(76	)
Currency exchange rate differences on financial transactions and other losses/(gains)		78			(11	)		(19	)		(4	)
Loss on early extinguishment of debt		65			—			102			1
Gain/(loss) on derivative instruments		(5	)		9			(13	)		(178	)
Equity in net income from affiliates, net of dividends received		(2	)		2			2			5
Minority interest in net income/(loss) of consolidated subsidiaries		—			1			1			(5	)
Gain on sale of fixed assets, subsidiaries and affiliates		—			—			(18	)		(12	)
Depreciation and amortization		265			128			318			323
Goodwill impairment charges		—			—			—			135
Changes in operating assets and liabilities, net of effect of businesses acquired and divested:
Trade and other receivables, net		(38	)		31			(58	)		(70	)
Prepaid expenses and other current assets		(3	)		2			22			(8	)
Accounts payable and other current liabilities and deferred revenues		285			(95	)		13			34
Other non-current liabilities		—			(3	)		(18	)		41
Interest receivable		2			5			15			3
Interest payable		219			(4	)		(12	)		(20	)
Income taxes		41			(22	)		(68	)		29
Net cash provided by operating activities		432			79			510			599
Investing Activities
Acquisition of subsidiaries and affiliates, net of cash acquired		(43	)		(57	)		(178	)		(103	)
Proceeds/(payments) from sale of subsidiaries and affiliates, net		91			(3	)		(23	)		2,598
Additions to property, plant and equipment and other assets		(110	)		(45	)		(163	)		(184	)
Additions to intangible assets		(57	)		(24	)		(75	)		(85	)
Purchases of marketable securities		(63	)		(56	)		(122	)		(164	)
Sales and maturities of marketable securities		59			71			141			159
Other investing activities		(20	)		17			(6	)		130
Net cash (used in) / provided by investing activities		(143	)		(97	)		(426	)		2,351
Financing Activities
Payments to Valcon to settle certain borrowings for the Valcon Acquisition		(5,862	)		—			—			—
Proceeds from issuances of debt, net of issuance costs of $137 in the Successor period		6,787			—			—			103
Repayments of debt		(1,549	)		(466	)		(1,805	)		(833	)
Stock activity of subsidiaries, net		6			(9	)		(14	)		20
Increase/(decrease) in other short-term borrowings		34			(6	)		(673	)		97
Repurchase of preference shares		(116	)		—			—			—
Cash dividends paid to shareholders		(16	)		—			(99	)		(79	)
Activity under stock plans		(91	)		40			7			—
Settlement of derivatives and other financing activities		308			212			70			(17	)
Net cash used in financing activities		(499	)		(229	)		(2,514	)		(709	)
Effect of exchange-rate changes on cash and cash equivalents		8			61			(189	)		265
Net (decrease)/increase in cash and cash equivalents		(202	)		(186	)		(2,619	)		2,506
Cash and cash equivalents at beginning of period		833			1,019			3,638			1,132
Cash and cash equivalents at end of period	$	631		$	833		$	1,019		$	3,638
Non-cash Investing and Financing Activities
Valcon transactions pushed-down to Nielsen:
Acquisition of Nielsen by Valcon	$	(10,062	)	$	—		$	—		$	—
Net borrowings for the Valcon Acquisition, net of issuance costs of $60		5,773			—			—			—
Investment by parent companies		4,289			—			—			—
Supplemental Cash Flow Information
Cash paid for income taxes	$	(57	)	$	(30	)	$	(60	)	$	(133	)
Cash paid for interest, net of amounts capitalized		(167	)		(53	)		(144	)		(205	)

The accompanying notes are an integral part of these consolidated financial statements.

F-6

The Nielsen Company bv

Consolidated Statements of Changes in Shareholders’ Equity and Accumulated Other Comprehensive Income

											Accumulated Other Comprehensive Income/(Loss), Net
(IN MILLIONS)	Total Preferred Stock		Common Stock		Additional Paid-in Capital			Accumulated (Deficit)/ Retained Earnings			Currency Translation Adjustments			Net Unrealized Gains/ (Losses) on Securities			Net Unrealized Gain on Cash Flow Hedges		Minimum Pension Liability			Total Shareholders’ Equity
Predecessor
Balance, January 1, 2004	$	3	$	56	$	2,581		$	2,196		$	(41	)	$	(1	)	$	—	$	(118	)	$	4,676
Comprehensive income/(loss):
Net income									1,123														1,123
Other comprehensive loss:
Currency translation adjustments												(483	)										(483	)
Unrealized gain on available-for-sale securities															5								5
Minimum pension liability																				(7	)		(7	)
Total other comprehensive loss																							(485	)
Total comprehensive income																							638
Dividend to preferred shareholders									(7	)													(7	)
Dividend to common shareholders				1		91			(164	)													(72	)
Share-based payments expense						34																	34
Dilution on stock issuance of subsidiary						(1	)																(1	)
Balance, December 31, 2004		3		57		2,705			3,148			(524	)		4			—		(125	)		5,268
Comprehensive income/(loss):
Net income									179														179
Other comprehensive loss:
Currency translation adjustments, net of tax of $89												(63	)										(63	)
Unrealized gain on available-for-sale securities															6								6
Unrealized gain on cash flow hedges																		3					3
Minimum pension liability, net of tax of $5																				14			14
Total other comprehensive loss																							(40	)
Total comprehensive loss																							139
Dividend to preferred shareholders									(7	)													(7	)
Dividend to common shareholders				1		87			(180	)													(92	)
Activity under stock plans						7																	7
Share-based payments expense						23																	23
Dilution on stock issuance of subsidiary						(3	)																(3	)
Balance, December 31, 2005	$	3	$	58	$	2,819		$	3,140		$	(587	)	$	10		$	3	$	(111	)	$	5,335

F-7

The Nielsen Company bv

Consolidated Statements of Changes in Shareholders’ Equity and Accumulated Other Comprehensive Income—(Continued)

												Accumulated Other Comprehensive Income/(Loss), Net
(IN MILLIONS)	Total Preferred Stock			Common Stock		Additional Paid-in Capital			Accumulated (Deficit)/ Retained Earnings			Currency Translation Adjustments			Net Unrealized Gains/ (Losses) on Securities			Net Unrealized Gain on Cash Flow Hedges		Minimum Pension Liability			Total Shareholders’ Equity
Balance, December 31, 2005	$	3		$	58	$	2,819		$	3,140		$	(587	)	$	10		$	3	$	(111	)	$	5,335
Comprehensive income/(loss):
Net income										(14	)													(14	)
Other comprehensive income:
Currency translation adjustments, net of tax of $7													106											106
Unrealized gain on available-for-sale securities																(4	)							(4	)
Cash flow hedges																			1					1
Total other comprehensive income																								103
Total comprehensive income																								89
Activity under stock plans							39																	39
Share-based payments expense							(63	)																(63	)
Dilution on stock issuance of subsidiary							(6	)																(6	)
Balance, May 23, 2006	$	3		$	58	$	2,789		$	3,126		$	(481	)	$	6		$	4	$	(111	)	$	5,394
Successor
Valcon Equity	$	3		$	58	$	4,228		$	—		$	—		$	—		$	—	$	—			4,289
Comprehensive income/(loss):
Net loss										(296	)													(296	)
Other comprehensive income:
Currency translation adjustments													37											37
Unrealized loss on pension liability																					(1	)		(1	)
Unrealized gain on available-for-sale securities																1								1
Cash flow hedges, net of tax of $(1)																			9					9
Total other comprehensive loss																								46
Total comprehensive loss																								(250	)
Repurchase of preference shares		(2	)				(114	)																(116	)
Dividend to preferred shareholders, net of tax of $1										(17	)													(17	)
Share-based payments expense							7																	7
Dilution on stock issuance of subsidiary							1																	1
Balance, December 31, 2006	$	1		$	58	$	4,122		$	(313	)	$	37		$	1		$	9	$	(1	)	$	3,914

The accompanying notes are an integral part of these consolidated financial statements.

F-8

The Nielsen Company bv

Notes to Consolidated Financial Statements

1. Description of Business and Basis of Presentation

The Nielsen Company bv (the “Company” or “Nielsen”) (formerly known as VNU Group bv and VNU nv) is a global information and media company with leading market positions and recognized brands. Nielsen is organized into three segments: Marketing Information (“MI”) (e.g., ACNielsen), Media Measurement & Information (“MMI”) (e.g., Nielsen Media Research) and Nielsen Business Media (“NBM”) (e.g., Billboard, The Hollywood Reporter). Nielsen is active in more than 100 countries, with its headquarters located in Haarlem, the Netherlands and New York, USA. Nielsen has approximately 41,000 full-time employees.

On May 24, 2006, Nielsen was acquired through a tender offer to shareholders by Valcon Acquisition bv (“Valcon”), an entity formed by investment funds associated with AlpInvest Partners, The Blackstone Group, The Carlyle Group, Hellman & Friedman, Kohlberg Kravis Roberts & Co., and Thomas H. Lee Partners (collectively, the “Sponsors”). Valcon’s cumulative purchases of the outstanding common shares and preferred B shares resulted in a combined 99.44% of Nielsen’s issued and outstanding shares as of December 31, 2006. Valcon intends to acquire the remaining Nielsen shares through a statutory squeeze-out procedure, pursuant to Dutch legal and regulatory requirements, which is expected to be completed in 2007. The common and preferred shares were delisted from the Euronext Amsterdam on July 11, 2006.

Nielsen became a subsidiary of Valcon upon the consummation of the acquisition by Valcon (the “Valcon Acquisition”). Valcon’s cost of acquiring Nielsen has been pushed-down to establish the new accounting basis in Nielsen. Although Nielsen continues as the same legal entity after the Valcon Acquisition, the accompanying consolidated balance sheets, statements of operations, cash flows and statements of changes in shareholders’ equity are presented for two periods: Predecessor and Successor, which relate to the period preceding and succeeding the Valcon Acquisition. These separate periods are presented to reflect the new accounting basis established for Nielsen as of the acquisition date and have been separated by a vertical line on the face of the consolidated financial statements to highlight the fact that the financial information for such periods has been prepared under two different historical-cost bases of accounting. The Successor portion of the financial statements also reflects the push-down of Valcon’s borrowings under its senior secured bridge facility, which was used to fund a portion of the Valcon Acquisition, and was repaid with funds borrowed by Nielsen and certain of its subsidiaries (see Note 11) and equity contributions from the Sponsors.

The consolidated financial statements of Nielsen have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”), and all amounts are presented in U.S. Dollars (“$”), except for share data or where expressly stated as being in other currencies, e.g. Euros (“€”).

Consolidation

The consolidated financial statements include the accounts of Nielsen and all subsidiaries and other controlled entities. The equity method of accounting is used for investments in affiliates and joint ventures where Nielsen has significant influence but not control, usually supported by a shareholding of between 20% and 50% of the voting rights. Investments in which Nielsen owns less than 20% are accounted for either as available-for-sale securities if the shares are publicly traded or at cost. Intercompany accounts and transactions between consolidated companies have been eliminated in consolidation. The financial statements of certain subsidiaries outside the United States and Canada are consolidated using their statutory fiscal years ending November 30 to facilitate timely reporting of Nielsen’s financial results. There have been no significant intervening events which materially affect the consolidated financial position and results of operations of Nielsen after November 30, 2006, 2005 and 2004 related to these subsidiaries. The accounting policies followed by Nielsen in the Successor period are consistent with those of the Predecessor period. Certain reclassifications have been made to the prior period amounts to conform to the December 31, 2006 presentation.

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The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

Subsidiary Stock Transactions

At December 31, 2006, Nielsen owned approximately 60% of NetRatings, Inc. (“Nielsen//NetRatings”), a public company that provides internet audience measurement services and 49% of Nielsen BuzzMetrics, a private company that measures consumer-generated media. Nielsen’s ownership percentage in Nielsen//NetRatings’ stock is impacted by Nielsen’s purchase of additional subsidiary stock, as well as subsidiary stock transactions, including the subsidiary’s stock repurchase and stock issuance. On February 5, 2007, Nielsen and Nielsen//NetRatings announced that they had entered into a merger agreement, see Note 19. Nielsen records all gains and losses related to subsidiary stock transactions in shareholders’ equity in additional paid-in capital. For details related to Nielsen BuzzMetrics’ and Nielsen//NetRatings’ stock option exercises, see Note 13. In the period May 24, 2006 to December 31, 2006, Nielsen//NetRatings did not repurchase any shares, for the periods January 1, 2006 to May 23, 2006 and for the year ended December 31, 2005, respectively, Nielsen//NetRatings repurchased 0.8 million and 1.1 million shares for an average price of $12.70 and $13.40 per share in cash, respectively.

Foreign Currency Translation

Nielsen has significant investments outside the United States, primarily in the Euro-zone and the United Kingdom. Therefore, changes in the value of foreign currencies affect the consolidated financial statements when translated into U.S. Dollars. The functional currency for substantially all subsidiaries outside the U.S. is the local currency. Financial statements for these subsidiaries are translated into U.S. Dollars at period-end exchange rates as to the assets and liabilities and monthly average exchange rates as to revenues, expenses and cash flows. For these countries, currency translation adjustments are recognized in shareholders’ equity as a component of accumulated other comprehensive income/(loss), whereas transaction gains and losses are recognized in foreign exchange transactions (losses)/gains, net.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Investments

Investments include available-for-sale securities carried at fair value, or cost if not publicly traded, investments in affiliates, and a trading asset portfolio maintained to generate returns to offset changes in certain liabilities related to deferred compensation arrangements. For the available-for-sale securities, any unrealized holding gains and losses, net of deferred income taxes, are excluded from operating results and are recognized in shareholders’ equity as a component of accumulated other comprehensive income/(loss) until realized. Nielsen assesses declines in the value of individual investments to determine whether such decline is other than temporary and thus the investment is impaired by considering available evidence.

Goodwill and Indefinite-Lived Intangible Assets

Goodwill and other indefinite-lived intangible assets are stated at historical cost less accumulated impairment losses.

Goodwill and other indefinite-lived intangible assets, consisting of certain trade names and trademarks, are tested for impairment on an annual basis and whenever events or circumstances indicate that the carrying amount

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The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

of assets may not be recoverable. Nielsen reviews the recoverability of its goodwill by comparing the estimated fair values of reporting units with their respective carrying amounts. The Company established reporting units based on its internal reporting structure. For purposes of testing goodwill for impairment, goodwill has been allocated to reporting units on a pro-rata basis to the fair values of the respective reporting units. The estimates of fair value of a reporting unit, which is generally one level below Nielsen’s operating segments, are determined using a combination of valuation techniques, primarily a discounted cash flow analysis and a market-based approach for the Nielsen Internet reporting unit. A discounted cash flow analysis requires various judgmental assumptions, including assumptions about future cash flows, growth rates and discount rates. The assumptions about future cash flows and growth rates are based on Nielsen’s budget and business plans. Discount rate assumptions are based on an assessment of the risk inherent in the respective reporting units. In estimating the fair values of its reporting units, Nielsen also uses market comparisons and recent comparable transactions. The impairment test for other indefinite-lived intangible assets consists of a comparison of the fair value of the intangible asset with its carrying amount. If the carrying amount of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. The estimates of fair value of trade names and trademarks are determined using a “relief from royalty” discounted cash flow valuation methodology. Significant assumptions inherent in this methodology include estimates of royalty rates and discount rates. Discount rate assumptions are based on an assessment of the risk inherent in the respective intangible assets. Assumptions about royalty rates are based on the rates at which comparable trade names and trademarks are being licensed in the marketplace.

Nielsen recorded a non-cash impairment charge of $135 million in 2004, based on the methodology described above, reducing the carrying value of goodwill in the Entertainment reporting unit within MMI. The charge reflects the impact of increased competition and client consolidation in the film sector and deterioration of the music market resulting from increased piracy, including the illegal duplication of compact disks. The tests for 2005 and 2006 confirmed that the fair value of Nielsen’s reporting units and indefinite lived intangible assets exceeded their respective carrying amounts and that no impairment was required. There was no impairment of indefinite-lived intangibles for any of the years presented.

Software and Other Amortized Intangible Assets

Intangible assets with finite lives are stated at historical cost, less accumulated amortization and impairment losses. These intangible assets are amortized on a straight-line basis over the following estimated useful lives, which are reviewed annually:

		Weighted Average
Trade names and trademarks (with finite lives)	20 - 40 years	26
Customer-related intangibles	6 - 25 years	21
Covenants-not-to-compete	2 - 7 years	5
Computer software	3 - 7 years	5
Patents and other	3 - 7 years	6

Nielsen has purchased and internally developed software to facilitate its global information processing, financial reporting and access needs. These costs and related software implementation costs are capitalized in accordance with the American Institute of Certified Public Accountants’ Statement of Position No. 98-1, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use”, and amortized over the estimated useful life.

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The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

Research and development costs

Research and development costs, which were not material for any periods presented, are expensed as incurred.

Property, Plant and Equipment

Property, plant and equipment are carried at historical cost less accumulated depreciation and impairment losses. Property, plant and equipment are depreciated on a straight-line basis over the estimated useful lives of 25 to 50 years for buildings and 3 to 10 years for equipment.

Impairment of Long-Lived Assets

Long-lived assets held and used by Nielsen, including property, plant and equipment and amortized intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. Nielsen evaluates recoverability of assets to be held and used by comparing the carrying amount of an asset to the future net undiscounted cash flows to be generated by the asset. If such asset is considered to be impaired, the impairment loss is measured as the amount by which the carrying amount of the asset exceeds its fair value.

Revenue Recognition

General

Nielsen recognizes revenue for the sale of services and products under the provisions of SEC Staff Accounting Bulletin (“SAB”) 104, “Revenue Recognition”, when persuasive evidence of an arrangement exists, services have been rendered or delivery has occurred, the fee is fixed or determinable, and the collectibility related to the services and products is reasonably assured.

A significant portion of Nielsen’s revenue is generated from its media and marketing services. The Company reviews all contracts to evaluate them pursuant to SAB 104 and recognizes revenue from the sale of its services and products based upon fair value as the services are performed, which is generally ratably over the term of the contract(s). Invoiced amounts are recorded as deferred revenue until earned.

Nielsen’s revenue arrangements may include multiple elements as defined in Emerging Issues Task Force (“EITF”) Issue No. 00-21, “Revenue Arrangements with Multiple Deliverables.” In these arrangements, the individual deliverables within the contract are separated and recognized upon delivery based upon their fair values relative to the total contract value, to the extent that the fair values are readily determinable and the deliverables have stand-alone value to the customer (the “relative fair value method”).

A discussion of Nielsen’s revenue recognition policies, by segment, follows:

Marketing Information

Revenue, primarily from retail measurement services and consumer panel services, is recognized on a straight-line basis over the period during which the services are performed and information is delivered to the customer. Software sold as part of these arrangements is considered to be incidental to the arrangements and is not recognized as a separate element.

The Company performs customized research projects which are recognized into revenue as value is delivered to the customer. The pattern of revenue recognition for these contracts varies depending on the terms of the individual contracts, and may be recognized proportionally or deferred until the end of the contract term and recognized when the final report has been delivered to the customer.

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The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

Media Measurement & Information

Revenue is primarily generated from television audience and internet measurement services and is recognized on a straight-line basis over the contract period, as the service is delivered to the customer. Software sold as part of these arrangements is considered to be incidental to the arrangements and is not recognized as a separate element.

Nielsen Business Media

Single copy revenue for publications, sold via newsstands and/or dealers, is recognized in the month in which the magazine goes on sale. Revenue from printed circulation and advertisements included therein is recognized on the date it is available to the consumer. Revenue from electronic circulation and advertising is recognized over the period during which both are electronically available. The unearned portion of paid magazine subscriptions is deferred and recognized on a straight-line basis with monthly amounts recognized on the magazines’ cover date.

For products, such as magazines and books, sold to customers with the right to return unsold items, revenues are recognized when the products are shipped, based on gross sales less an allowance for future estimated returns. Revenue from trade shows and certain costs are recognized upon completion of the event.

Deferred Costs

Incremental direct costs incurred related to establish an electronic metered sample/panel in a market, are deferred. Deferred metered market assets are amortized over the original contract period, generally five years, beginning when the electronic metered sample/panel is ready for its intended use.

Advertising and Marketing Costs

Advertising and marketing costs are expensed as incurred and are reflected as selling, general and administrative expenses in the Consolidated Statements of Operations. These costs include all brand advertising, telemarketing, direct mail and other sales promotion associated with Nielsen’s publications, exhibitions, and marketing/media research services and products. Advertising and marketing costs totaled $32 million, $22 million, $80 million and $72 million for the periods May 24, 2006 to December 31, 2006 and January 1, 2006 to May 23, 2006 and for the years ended December 31, 2005 and 2004, respectively.

Financial Instruments

Nielsen’s financial instruments include cash and cash equivalents, accounts receivable, investments, accounts payable, accrued liabilities, long-term debt and derivative financial instruments. The carrying value of Nielsen’s financial instruments approximate fair value, except for differences with respect to long-term, fixed-rate debt and certain differences relating to investments accounted for at cost and other financial instruments. The fair value of financial instruments is generally determined by reference to market values resulting from trading on a national securities exchange or in an over-the-counter market. In cases where quoted market prices are not available, fair value is based on estimates using present value or other valuation techniques.

These financial instruments potentially subject Nielsen to concentrations of credit risk. Cash equivalents, marketable securities and derivative financial instruments (see Note 8) consist primarily of highly liquid securities held with acknowledged financial institutions and have original maturities of three months or less. Accounts receivable are not collateralized. The MI and MMI segments service high quality clients dispersed across many geographic areas, and NBM’s customer base consists of a large number of diverse customers. Nielsen maintains reserves for estimated credit losses and these losses have generally been within management’s expectations.

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The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

Derivative Financial Instruments / Hedge Accounting

Nielsen uses derivative instruments principally to manage the risk associated with movements in foreign currency exchange rates and the risk that changes in interest rates will affect the fair value or cash flows of its debt obligations.

To qualify for hedge accounting, the hedging relationship must meet several conditions with respect to documentation, probability of occurrence, hedge effectiveness and reliability of measurement. As such documentation was not in place during 2004, no derivative instruments outstanding qualified for hedge accounting, and all changes in fair value were recognized immediately in earnings.

At the inception of transactions entered into on or after January 1, 2005, Nielsen documents the relationship between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions as well as the hedge effectiveness assessment, both at the hedge inception and on an ongoing basis.

Nielsen recognizes all derivatives at fair value either as assets or liabilities in the consolidated balance sheets and changes in the fair values of such instruments are recognized currently in earnings unless specific hedge accounting criteria are met. If specific cash flow hedge accounting criteria are met, Nielsen recognizes the changes in fair value of these instruments in other comprehensive income.

Share-Based Compensation

Nielsen adopted Statement of Financial Accounting Standards (“SFAS”) No. 123(R), “Share-Based Payment”, effective January 1, 2003, using the modified prospective method described in the statement. This standard requires the cost of all share-based payments, including stock options, to be measured at fair value on the grant date and recognized in the Consolidated Statements of Operations; however, no expense is recognized for options that do not ultimately vest. Nielsen recognizes the expense of its options that cliff vest using the straight-line method. For those that vest over time, an accelerated graded vesting is used. All stock options outstanding under the Predecessor stock option plans were settled or canceled by the Company in connection with the Valcon Acquisition. See Note 13 for a discussion of share-based compensation.

Income Taxes

Nielsen provides for income taxes utilizing the asset and liability method of accounting for income taxes. Under this method, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each balance sheet date, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. If it is determined that it is more likely than not that future tax benefits associated with a deferred tax asset will not be realized, a valuation allowance is provided. The effect on deferred tax assets and liabilities of a change in the tax rates is recognized in the Consolidated Statements of Operations as an adjustment to income tax expense in the period that includes the enactment date.

Comprehensive Income/(Loss)

Comprehensive income/(loss) is reported in the accompanying Consolidated Statements of Changes in Shareholders’ Equity and consists of net income and other gains and losses affecting shareholders’ equity that are excluded from net income.

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The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

2. Summary of Recent Accounting Pronouncements

In February 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments”. This statement amends SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” and SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities”. SFAS No. 155 permits fair value remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation, and clarifies which interest-only strips and principal-only strips are not subject to the requirements of SFAS No. 133. This statement is effective for all financial instruments acquired or issued after the beginning of an entity’s first fiscal year that begins after September 15, 2006. Nielsen is evaluating the potential impact of SFAS No. 155 on its financial results.

In June 2006, the FASB issued FASB Interpretation (“FIN”) No. 48 “Accounting for Uncertainty in Income Taxes” an interpretation of FASB Statement No. 109 “Accounting for Income Taxes”. FIN No. 48 clarifies the accounting for uncertainty in income taxes recognized in financial statements and prescribes a recognition threshold and measurement process for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN No. 48 will be adopted by the Company on January 1, 2007. The Company is currently evaluating the impact of adopting FIN No. 48 and its impact on its financial position and results of operations.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. This statement applies under other accounting pronouncements that require or permit fair value measurements. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Liabilities, including an amendment of FASB Statement No. 115”, which permits companies to choose to measure certain items at fair value and to report unrealized gains and losses on items for which the fair value option is elected in earnings. This statement is effective for fiscal years beginning after November 15, 2007. Nielsen is currently evaluating the impact of adopting SFAS No. 157 and SFAS No. 159 on its financial statements.

In December 2006, the FASB issued FASB Staff Position (“FSP”) No. EITF 00-19-2, “Accounting for Registration Payment Arrangements”. Registration payment arrangements, as defined in the FSP, include most registration rights agreements in security issuances and certain “contingent interest” features in debt instruments. The FSP specifies that the contingent obligation to make future payments or otherwise transfer consideration under a registration payment arrangement, whether issued as a separate agreement or included as a provision of a financial instrument or other agreement, should be separately recognized and measured in accordance with SFAS No. 5, “Accounting for Contingencies”. The FSP further clarifies that a financial instrument subject to a registration payment arrangement should be accounted for in accordance with other applicable U.S. generally accepted accounting principles without regard to the contingent obligation to transfer consideration pursuant to the registration payment arrangement. The adoption of this FSP will not have a material impact on Nielsen’s consolidated financial position, results of operations or cash flows as it is generally consistent with the Company’s current policy.

3. Business Acquisitions

Valcon Acquisition

As discussed in Note 1, the Valcon Acquisition was completed on May 24, 2006. The price paid to Nielsen common shareholders was €29.50 ($37.90) per ordinary share and €21.00 ($27.00) per 7% preferred share.

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The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

The Valcon Acquisition has been accounted for in accordance with the provisions of SFAS No. 141, “Business Combinations”. The following summarizes the preliminary allocation of purchase price based on estimated fair values of the assets acquired and liabilities assumed as of May 24, 2006. These preliminary fair values were determined using management’s estimates from information currently available and are subject to change.

(IN MILLIONS)	May 24, 2006
Purchase price, net of discount of $6 million	$	9,911
Estimated direct acquisition costs of Valcon		151
Aggregate purchase price	$	10,062
Customer related intangibles	$	3,286
Trade names and trademarks		2,308
Computer software		372
Other intangible assets		52
Property, plant and equipment		506
Current assets		1,938
Other non-current assets		1,065
Debt		(2,489	)
Deferred income taxes		(1,963	)
Other current liabilities		(1,100	)
Other long term liabilities		(398	)
Deferred revenue		(380	)
Minority interest		(102	)
Goodwill		6,967
Total purchase price assigned	$	10,062

The following unaudited pro forma financial information presents the consolidated results of operations as if the Valcon Acquisition occurred on January 1, 2005, after including certain pro forma adjustments for interest expense, depreciation and amortization, sponsor fees, pension expense and related income taxes.

(IN MILLIONS)	December 31, 2006			December 31, 2005
Revenues	$	4,174		$	4,059
Loss from continuing operations		(377	)		(231	)

The pro forma financial information has been prepared assuming the Valcon Acquisition and the related financing discussed in Note 11 occurred as of January 1, 2005 and is not necessarily indicative of the combined results of operations had the Valcon Acquisition occurred at that date or the results of operations that may be obtained in the future. The pro forma financial information for the year ended December 31, 2006 has been adjusted from reported amounts for certain non-recurring charges of i) transaction costs of $95 million in connection with the Valcon Acquisition which primarily include accounting, investment banking, legal and other costs and include $45 million paid to IMS Health, and ii) the write-off of unamortized debt issuance costs of $60 million related to the Valcon Bridge Loan that was replaced with the Senior Secured Credit Facilities.

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The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

Successor

During the period from May 24, 2006 to December 31, 2006, Nielsen completed several acquisitions with an aggregate consideration, net of cash acquired, of $29 million and deferred consideration up to a maximum of $5 million, contingent on future performance. Had these acquisitions occurred as of January 1, 2006 and 2005, the impact on Nielsen’s consolidated results of operations would have been immaterial.

Predecessor

Nielsen completed several acquisitions during the period from January 1, 2006 to May 23, 2006 and the years ended December 31, 2005 and 2004 with an aggregate consideration of $69 million, $170 million, and $96 million, respectively, net of cash acquired. Had these acquisitions occurred at the beginning of the periods, the impact on Nielsen’s (Predecessor) consolidated results of operations would have been immaterial. Acquisitions during the period January 1, 2006 to May 23, 2006, and the years ended December 31, 2005 and 2004 resulted in additional goodwill of $54 million, $40 million, and $88 million, respectively, and additional identifiable intangible assets of $23 million, $8 million, and $13 million, respectively.

4. Business Divestitures

Business Media Europe

In December 2006, the Company reached an agreement in principle to sell substantially all of its Business Media Europe (BME) operations, which is part of NBM, to 3i Group plc, a private-equity and venture-capital firm. On February 8, 2007, Nielsen announced it had completed the sale. See Note 19 ‘Subsequent Events’. The cash proceeds of the sale approximated the carrying value as of December 31, 2006. The Company’s consolidated financial statements reflect BME’s business as a discontinued operation.

The major asset and liability categories attributable to discontinued operations of BME are as follows:

	Successor		Predecessor
(IN MILLIONS)	December 31, 2006		December 31, 2005
Accounts receivable	$	68	$	53
Inventories		2		2
Net property, plant and equipment		8		8
Other assets		467		107
Total assets	$	545	$	170
Accounts payable and other accrued liabilities	$	70	$	52
Other liabilities		73		56
Total liabilities	$	143	$	108

Directories

In November 2004, Nielsen completed the sale of its Directories segment (WD) to World Directories Acquisition Corp., a legal entity owned by funds advised by Apax Partners Worldwide LLP and Cinven Limited, for $2,622 million in cash. The sale resulted in a gain of $756 million, net of income taxes, of which $534 million related to currency translation adjustments reclassified from accumulated other comprehensive income; $1,594 million of the proceeds were used to repay debt in 2005 and $38 million of fees related to the disposition

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The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

were paid in 2005. The sales price is subject to adjustment based on final agreement on working capital and net indebtedness. In 2005, Nielsen recorded an additional gain of $8 million to reflect the continued negotiation of final settlement amounts.

In connection with the sale of WD, Nielsen indemnified the acquirer from any tax obligations relating to years prior to the divestiture (see Note 14).

Summarized results of operations for discontinued operations are as follows:

	Successor			Predecessor
	May 24 – December 31, 2006			January 1 – May 23, 2006								December 31,
												2005											2004
(IN MILLIONS)	BME			BME			Other		Total			BME			WD		Other			Total			BME			WD			Total
Revenues	$	189		$	106		$	—	$	106		$	287		$	—	$	—		$	287		$	279		$	505		$	784
Operating income		6			1			—		1			12			—		—			12			7			162			169
Income/(loss) before income taxes		(7	)		(1	)		—		(1	)		9			—		—			9			4			101			105
Income tax (provision)/benefit		(10	)		(2	)		—		(2	)		(9	)		—		—			(9	)		(6	)		(35	)		(41	)
Equity in net income of affiliates		—			—			—		—			—			—		—			—			—			25			25
Income/(loss)		(17	)		(3	)		—		(3	)		—			—		—			—			(2	)		91			89
Gain/(loss) on sale, net of tax		—			—			3		3			—			8		(1	)		7			—			756			756
Income/(loss) from discontinued operations	$	(17	)	$	(3	)	$	3	$	—		$	—		$	8	$	(1	)	$	7		$	(2	)	$	847		$	845

Nielsen allocated interest to discontinued operations in accordance with EITF Issue No. 87-24, “Allocation of Interest to Discontinued Operations”. The interest charges allocated to discontinued operations were comprised of interest expense on debt that was assumed by the acquirers of Nielsen’s discontinued operations and a portion of the consolidated interest expense of Nielsen, based on the ratio of net assets sold as a proportion of consolidated net assets. For the periods from May 24, 2006 to December 31, 2006 and from January 1, 2006 to May 23, 2006 and for the years ended December 31, 2005 and 2004, interest expense of $13 million, $1 million, $3 million and $3 million, respectively, was allocated to BME.

For the year ended December 31, 2004, Nielsen allocated interest expense of $45 million to WD.

Following are the major categories of cash flows from discontinued operations, as included in Nielsen’s Consolidated Statements of Cash Flows:

	Successor			Predecessor
	May 24 – December 31, 2006			January 1 – May 23, 2006			Year ended December 31,
(IN MILLIONS)							2005			2004
Net cash provided by operating activities	$	20		$	7		$	11		$	216
Net cash used in investing activities		(5	)		(12	)		(5	)		(62	)
Net cash provided by financing activities		(1	)		—			(1	)		1
	$	14		$	(5	)	$	5		$	155

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The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

In addition to the divestiture of WD, during the year ended December 31, 2004, Nielsen divested several smaller businesses for an aggregate price of $19 million, resulting in a gain of $10 million, which is reflected in the Consolidated Statements of Operations.

5. Marketable Securities

The following is a summary of estimated fair values of investments based on quoted market prices:

	Successor		Predecessor
(IN MILLIONS)	December 31, 2006		December 31, 2005
Current marketable securities:
Auction rate securities	$	49	$	53
Corporate notes		28		10
Commercial paper		10		2
Euro dollar bonds		13		17
Floating rate bonds		11		2
Government securities		9		32
Mutual funds		31		—
Other		—		7
Total current marketable securities	$	151	$	123
Long-term investments:
Auction rate securities	$	—	$	1
Corporate notes		9		17
Euro dollar bonds		5		6
Government securities		1		5
Mutual funds		17		89
Equity securities		24		25
Total long-term investments	$	56	$	143

All auction rate securities, corporate notes, commercial paper, Euro dollar bonds, floating rate bonds, government securities and other marketable securities are classified as available-for-sale. At December 31, 2006, both the fair market value and cost of these marketable securities totaled $135 million. At December 31, 2005, the fair market value, cost and net unrealized losses of marketable securities totaled $151 million, $152 million and $1 million, respectively.

These investments are stated at fair value with any unrealized holding gains or losses, net of tax, included as a component of accumulated other comprehensive income/(loss) until realized. Nielsen uses the specific identification method to determine realized gains and losses on its available-for-sale securities. For the periods May 24, 2006 to December 31, 2006 and January 1, 2006 to May 23, 2006 and years ended December 31, 2005 and 2004, realized gains and losses were immaterial.

Nielsen’s long-term equity securities are classified as available-for-sale. At December 31, 2006, the cost and net unrealized gains of Nielsen’s long-term equity securities totaled $23 million and $1 million, respectively. At December 31, 2005, the cost and net unrealized gains of Nielsen’s long-term equity securities totaled $14 million and $11 million, respectively.

Nielsen’s investments in mutual funds are intended to fund liabilities arising from its deferred compensation plan. These investments are classified as trading securities, and any gains or losses from changes in fair value are

F-19

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

included in other income/(expense). Net gains were $3 million, $2 million, $6 million and $6 million for the periods May 24, 2006 to December 31, 2006 and January 1, 2006 to May 23, 2006 and years ended December 31, 2005 and 2004, respectively.

6. Goodwill and Other Intangible Assets

Goodwill

The table below summarizes the changes in the carrying amount of goodwill by reportable segment for the periods January 1, 2005 to May 23, 2006 and for the period from May 24, 2006 to December 31, 2006.

(IN MILLIONS)	Marketing Information			Media Measurement & Information			Nielsen Business Media			Total
Predecessor
Balance, January 1, 2005	$	2,135		$	2,174		$	871		$	5,180
Effect of foreign currency translation		(106	)		(10	)		(23	)		(139	)
Additions (a)		25			15			—			40
Divestitures (b)		—			(26	)		—			(26	)
Other (c)		(4	)		(28	)		—			(32	)
Balance, December 31, 2005		2,050			2,125			848			5,023
Effect of foreign currency translation		33			7			14			54
Additions (a)		22			23			9			54
Other		—			1			—			1
Balance, May 23, 2006	$	2,105		$	2,156		$	871		$	5,132
Successor
Valcon Acquisition	$	2,945		$	2,712		$	1,310		$	6,967
Effect of foreign currency translation		(11	)		—			—			(11	)
Additions (a)		9			19			—			28
Assets of discontinued operations		—			—			(320	)		(320	)
Balance, December 31, 2006	$	2,943		$	2,731		$	990		$	6,664

(a) Refer to Note 3, ‘Business Acquisitions’.

(b) Refer to Note 15, ‘Investments in Affiliates and Related Party Transactions’.

(c) For MMI, the reversal of liabilities associated with the resolution of certain pre-acquisition contingency matters.

At December 31, 2006, an amount of $694 million is expected to be deductible for income tax purposes.

F-20

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

Other Intangible Assets

	Gross Amounts				Accumulated Amortization
	Successor		Predecessor		Successor			Predecessor
(IN MILLIONS)	December 31, 2006		December 31, 2005		December 31, 2006			December 31, 2005
Indefinite-lived intangibles:
Trade names and trademarks	$	2,123	$	673	$	—		$	—
Amortized intangibles:
Trade names and trademarks	$	161	$	11	$	(2	)	$	(4	)
Customer-related intangibles		3,175		1,265		(106	)		(517	)
Trade shows and related publications		—		360		—			(96	)
Covenants-not-to-compete		28		67		(10	)		(51	)
Computer software		427		638		(46	)		(398	)
Patents and other		24		75		(2	)		(59	)
Total	$	3,815	$	2,416	$	(166	)	$	(1,125	)

The amortization expense for the period from May 24, 2006 to December 31, 2006, for the period from January 1, 2006 to May 23, 2006 and the years ended December 31, 2005 and 2004 was $166 million, $75 million, $190 million and $182 million, respectively.

The trade names associated with Nielsen Media Research and ACNielsen are deemed indefinite-lived intangible assets, as their associated brand awareness and recognition has existed for over 50 years and Nielsen intends to continue to utilize these trade names. There are also no legal, regulatory, contractual, competitive, economic or other factors that may limit their estimated useful lives. Nielsen reconsiders the remaining estimated useful life of indefinite-lived intangible assets each reporting period.

Since the allocation of the Valcon Acquisition purchase price is preliminary and subject to finalization of independent appraisals, the estimated annual amortization expense is also subject to change as the appraisals are finalized.

All other intangible assets are subject to amortization. Future amortization expense is estimated to be as follows:

(IN MILLIONS)
For the year ending December 31:
2007	$	263
2008		248
2009		237
2010		224
2011		209
Thereafter		2,468
Total	$	3,649

F-21

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

7. Property, Plant and Equipment

	Successor			Predecessor
(IN MILLIONS)	December 31, 2006			December 31, 2005
Land and buildings	$	268		$	395
Information and communication equipment		245			621
Furniture, equipment and other		92			209
Total		605			1,225
Less accumulated depreciation		(81	)		(721	)
Net book value	$	524		$	504

Depreciation expense from continuing operations was $71 million, $44 million, $109 million and $107 million for the periods from May 24, 2006 to December 31, 2006 and January 1, 2006 to May 23, 2006 and for the years ended December 31, 2005 and 2004, respectively

Amortization expense on assets under capital leases was $3 million, $2 million, $8 million and $7 million for the periods from May 24, 2006 to December 31, 2006 and January 1, 2006 to May 23, 2006 and for the years ended December 31, 2005 and 2004, respectively. The net book value of capital leases was $120 million and $140 million as of December 31, 2006 and 2005, respectively. Capital leases are comprised primarily of buildings.

Since the allocation of the Valcon Acquisition purchase price is preliminary and subject to finalization of independent appraisals, the carrying amount and future depreciation expense is also subject to change as the appraisals are finalized.

F-22

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

8. Derivative Financial Instruments

The following table shows the contract or underlying principal amounts and fair values of derivative financial instruments by type of contract at December 31, 2006 and 2005. Contract or underlying principal amounts indicate the volume of transactions outstanding at the balance sheet dates and do not represent amounts at risk. The fair values are determined using market prices and pricing models at December 31, 2006 and 2005.

	Contract or Underlying Principal Amount				Fair Value 2006				Fair Value 2005
	Successor		Predecessor		Successor				Predecessor
(IN MILLIONS)	December 31,  2006		December 31, 2005		Positive Value (Assets)		Negative Value (Liabilities)		Positive Value (Assets)		Negative Value (Liabilities)
Interest-related instruments
Fixed-to-floating interest rate swaps	$	—	$	690	$	—	$	—	$	21	$	—
Floating-to-fixed interest rate swaps		3,131		—		2		1		—		—
Total interest related instruments		3,131		690		2		1		21		—
Currency-related instruments
EUR/USD cross-currency swaps		—		1,813		—		—		393		—
GBP/EUR cross-currency swaps		—		249		—		—		6		—
Forward currency exchange		36		189		—		—		—		1
Total currency related instruments		36		2,251		—		—		399		1
Total derivative financial instruments	$	3,167	$	2,941	$	2	$	1	$	420	$	1
Current derivative financial instruments	$	36	$	1,352	$	—	$	—	$	160	$	1
Non-current derivative financial instruments		3,131		1,589		2		1		260		—

Interest-Related Instruments

Successor

Cash Flow Hedges

Nielsen is exposed to cash flow interest rate risk on the floating-rate U.S. Dollars and Euro Term Loans, and uses floating-to-fixed interest rate swaps to hedge this exposure. As of December 31, 2006, six floating-to-fixed interest rate swaps designated as cash flow hedges with notional amounts aggregating $3,131 million were outstanding.

The hedging strategy of Nielsen is to match, by major currency, the projected future business cash flows with the underlying debt service. When the derivative financial instrument is deemed to be highly effective in offsetting variability in the hedged item, changes in its fair value are recorded in accumulated other comprehensive income and recognized contemporaneously with the earnings effects of the hedged item.

In the period from May 24, 2006 to December 31, 2006, an amount of $9 million relating to derivative financial instruments qualifying as cash flow hedges was recorded as an increase of accumulated other comprehensive income.

In the period from May 24, 2006 to December 31, 2006, an amount of $2 million has been reclassified to earnings as a result of cash flow hedges being terminated or sold.

F-23

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

Other Hedges

In the period from May 24, 2006 to December 31, 2006, an interest rate swap with a notional amount of $316 million and no hedge designation was terminated. In the period from May 24, 2006, to December 31, 2006, Nielsen recorded a net loss of $2 million.

Nothing is expected to be transferred from accumulated other comprehensive income/(loss) to earnings in the next 12 months as the derivative financial instruments and their underlying hedged items expire or mature according to their original terms, along with the earnings effects of the related forecast transactions in the next 12 months. For the period from May 24, 2006 to December 31, 2006, no net gains or losses were recorded in earnings representing the amount of the hedges’ ineffectiveness.

Predecessor

Fair value hedges

Nielsen was exposed to fair value interest rate risk on fixed-rate borrowings and has used fixed-to-floating interest rate swaps to hedge this exposure. As of December 31, 2005, fixed-to-floating interest rate swaps with aggregate notional amounts of $690 million were outstanding and designated as a fair value hedge. In the period from January 1, 2006 to May 23, 2006, Nielsen recorded a net loss of $12 million related to this interest rate swap.

Fair value hedges are hedges that eliminate the risk of changes in the fair values of assets, liabilities and certain types of firm commitments. Changes in fair value of derivative financial instruments designated and effective as fair value hedges are recorded in net earnings in the line item gain/(loss) on derivative instruments and are offset by corresponding changes in the fair value of the hedged item attributable to the risk being hedged. In the period from January 1, 2006 to May 23, 2006, an interest rate swap with a notional amount of $409 million designated as a fair value hedge matured and Nielsen recorded a net loss of $7 million on this interest rate swap.

For the period from January 1, 2006 to May 23, 2006 and for the year ended December 31, 2005, no net gains or losses were recorded in earnings representing the amount of the hedges’ ineffectiveness.

Currency-Related Instruments

Successor

During 2006, the debt service obligations of Nielsen shifted from primarily Euro obligations to primarily U.S. Dollar obligations due to the 2006 financing transactions discussed in Note 11. Additionally, Nielsen transacts business globally and is subject to risks associated with changes in certain currency exchange rates, primarily of the Euro, the Pound Sterling and the Japanese Yen. Consequently, Nielsen enters into various contracts which change in value as the exchange rates of such currencies change, to preserve the value of certain assets, liabilities, commitments and anticipated transactions.

The hedging strategy of the Nielsen is to match, by major currency, the projected future business cash flows with the underlying debt service so as to minimize the Company’s overall currency exposure on its investments

At December 31, 2006, no cross-currency swaps were outstanding. In the period from May 24, 2006 to December 31, 2006, cross-currency swaps with notional amounts aggregating $825 million and $266 million designated as net investment in non-Euro entity hedges and cash flow hedges, respectively, were terminated.

At December 31, 2006 Nielsen had also entered into several forward currency exchange contracts with notional amounts aggregating $36 million, to hedge exposure to fluctuations in various currencies. These contracts

F-24

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

expire ratably over the subsequent year. Based on quoted market prices, for contracts with similar terms and maturity dates, Nielsen recorded a net gain of $5 million in the period from May 24, 2006 to December 31, 2006.

In the period from May 24, 2006 to December 31, 2006, Nielsen recorded a net loss of $18 million related to these derivative financial instruments and non-Euro-currency-denominated debt in the cumulative translation adjustment. For the period from May 24, 2006 to December 31, 2006, no net gains or losses were recorded in earnings representing the amount of the hedges’ ineffectiveness.

Predecessor

At December 31, 2005, Nielsen had entered into cross-currency swaps with notional amounts aggregating $2,062 million to hedge its net investments in non-Euro entities. Nielsen entered into forward currency exchange contracts and cross-currency swaps to hedge certain anticipated non-Euro cash flows, revenues and costs and the net investment in certain non-Euro entities.

At December 31, 2005, Nielsen had also entered into several forward currency exchange contracts with notional amounts aggregating $189 million, to hedge exposure to fluctuations in various currencies. These contracts expire ratably over the subsequent year. Based on quoted market prices, for contracts with similar terms and maturity dates, Nielsen recorded net gain of $9 million in the period from January 1, 2006 to May 23, 2006 to adjust forward currency exchange contracts to their fair market value. In 2005, a net gain of $18 million was recorded.

Cash flow hedges

Nielsen used cross-currency swaps to convert certain debt denominated in a non-Euro currency to Euro-denominated debt. As of December 31, 2005, Nielsen had cash flow hedges in place with maturity dates up to 2010.

In the period from January 1, 2006 to May 23, 2006, an amount of $1 million related to derivative financial instruments qualifying as cash flow hedges was recorded as an increase of accumulated other comprehensive income/(loss). For the year ended December 31, 2005, amounts related to derivative financial instruments qualifying as cash flow hedges resulted in an increase of accumulated other comprehensive income/(loss) of $3 million.

In the period from January 1, 2006 to May 23, 2006, an amount of $1 million has been reclassified to earnings as a result of cash flow hedges being terminated or sold. For the year ended December 31, 2005, no amount has been reclassified to earnings as a result of cash flow hedges being terminated or sold.

For the period from January 1, 2006 to May 23, 2006, no net gains or losses were recorded in earnings representing the amount of the hedges’ ineffectiveness.

Net investment hedges

Nielsen used cross-currency swaps and non-Euro-currency-denominated debt to hedge its net investments in non-Euro entities against adverse movements in currency exchange rates. Nielsen measures ineffectiveness based upon the change in spot rates in the case of floating-to-floating cross-currency swaps and forward rates in the case of fixed-to-fixed cross-currency swaps. In the period from January 1, 2006 to May 23, 2006, Nielsen recorded a net gain of $111 million related to these derivative financial instruments and non-Euro-currency-denominated debt in accumulated other comprehensive income. For the year ended December 31, 2005, $197 million of net losses were included in accumulated other comprehensive income. For the period from January 1, 2006 to May 23, 2006, no net gains or losses were recorded in earnings representing the amount of the hedges’ ineffectiveness.

F-25

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

In the period from January 1, 2006 to May 23, 2006, a cross-currency swap with a notional amount of $613 million designated as a net investment in non-Euro entity hedge matured.

Counterparty Risk

Nielsen manages exposure to possible defaults on derivative financial instruments by monitoring the concentration of risk that Nielsen has with any individual bank and through the use of minimum credit quality standards for all counterparties. Nielsen does not require collateral or other security in relation to derivative financial instruments. A derivative contract entered into between Nielsen or certain of its subsidiaries and a counterparty that was also a lender under Nielsen’s senior secured credit facilities at the time the derivative contract was entered into is guaranteed under the senior secured credit facilities by Nielsen and certain of its subsidiaries (see Note 11 for more information). Since it is Nielsen’s policy to only enter into derivative contracts with banks of internationally acknowledged standing, Nielsen considers the counterparty risk to be remote.

It is Nielsen’s policy to have an International Swaps and Derivatives Association (“ISDA”) Master Agreement established with every bank with which it has entered into any derivative contract. Under each of these ISDA Master Agreements, Nielsen agrees to settle only the net amount of the combined market values of all derivative contracts outstanding with any one counterparty should that counterparty default. As at December 31, 2006, Nielsen’s maximum economic exposure to loss due to credit risk on derivative financial instruments was $1 million, if all bank counterparties were to default

9. Restructuring Activities

During 2006, 2005 and 2004, Nielsen initiated restructuring plans that primarily resulted in the involuntary termination of certain employees. In connection with all of the restructuring actions discussed, severance benefits were computed pursuant to the terms of local statutory minimum requirements in labor contracts or similar employment agreements. One-time termination benefits that are not subject to contractual arrangements provided to employees who are involuntarily terminated are recorded when management commits to a detailed plan of termination, and actions required to complete the plan indicate that significant changes are not likely. If employees are required to render service until they are terminated in order to earn the termination benefit, the benefits are recognized ratably over the future service period. Costs to consolidate or close facilities and relocate employees are expensed as incurred. Costs to terminate a contract without economic benefit to Nielsen are expensed at the time the contract is terminated.

F-26

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

A summary of the changes in the accrual balance for restructuring activities and a discussion of each of Nielsen’s restructuring plans is provided below:

(IN MILLIONS)	Transformation Initiative			Corporate Headquarters			Marketing Information Europe			Project Atlas			Directories			Total
Predecessor
Balance as of December 31, 2003	$	—		$	—		$	—		$	13		$	11		$	24
Accruals		—			12			14			10			—			36
Payments		—			—			—			(12	)		(10	)		(22	)
Sale of Directories		—			—			—			—			(3	)		(3	)
Effect of foreign currency translation		—			—			1			—			2			3
Balance at December 31, 2004		—			12			15		$	11			—			38
Accruals		—			—			—			6			—			6
Payments		—			(6	)		(9	)		(11	)		—			(26	)
Effect of foreign currency translation		—			(1	)		(1	)		1			—			(1	)
Balance as of December 31, 2005		—			5			5			7			—			17
Accruals		6			—			—			1			—			7
Payments		(5	)		(1	)		(2	)		(2	)		—			(10	)
Effect of foreign currency translation		—			—			—			—			—			—
Balance at May 23, 2006	$	1		$	4		$	3		$	6		$	—		$	14
Successor
Preliminary purchase price allocation	$	1		$	4		$	3		$	6		$	—		$	14
Accruals		67			—			—			1			—			68
Payments		(12	)		(2	)		(2	)		(4	)		—			(20	)
Effect of foreign currency translation		1			—			—			—			—			1
Balance at December 31, 2006	$	57		$	2		$	1		$	3		$	—		$	63

Transformation Initiative (Formerly Project Forward)

In November 2005 and in December 2006, Nielsen announced its intention to expand current cost-saving programs to all areas of Nielsen’s operations worldwide. The Company further announced strategic changes as part of a major corporate transformation (“Transformation Initiative”). This Transformation Initiative is designed to make the Company a more successful and efficient enterprise. As such, the Company is in the process of reducing costs by streamlining corporate functions, centralizing certain operational and information technology functions, leveraging global procurement, consolidating real estate, and expanding outsourcing or offshoring of certain other operational and production processes.

These initiatives are expected to be implemented by the end of 2008. Nielsen incurred $67 million in severance and consulting fees during the period from May 24, 2006 to December 31, 2006, and $6 million during the period from January 1, 2006 to May 23, 2006 which have been or will be settled in cash. Charges for severance benefits of $48 million during the period from May 24, 2006 to December 31, 2006 relate to outsourcing of operational and back office activities primarily in Europe and the United States and rationalizing corporate functions, and will result in a headcount reduction of approximately 700 employees. Charges for consulting relate to performance improvement initiatives and are expensed as incurred.

F-27

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

Corporate Headquarters Restructuring

In November 2004, Nielsen initiated a restructuring plan in conjunction with the transfer of a portion of Corporate Headquarters’ responsibilities from Haarlem, the Netherlands to New York. This plan resulted in a headcount reduction of approximately 40 employees in Haarlem. The 2004 charge of $12 million consisted of $11 million for severance benefits and $1 million for lease termination costs. Cash payments are expected to be $2 million in 2007.

Marketing Information Europe Restructuring

In December 2004, Nielsen initiated a restructuring plan within MI to improve the competitiveness of the European retail measurement business. The 2004 charge of $14 million was entirely for severance benefits associated with headcount reductions of 81 employees in Europe. Cash payments related to this plan are expected to be approximately $1 million in 2007.

Project Atlas

In 2003 Nielsen launched Project Atlas, a multi-year business improvement program in MI. The initial charge in 2003 of $20 million consisted of $15 million for severance benefits and $5 million for related consulting expenses incurred in 2003. Additional charges of $1 million, $1 million, $6 million and $10 million in the periods from May 24, 2006 to December 31, 2006, January 1, 2006 to May 23, 2006, the years ended December 31, 2005 and 2004 were related to severance benefits. Cash payments related to this program are expected to be $3 million in 2007.

Directories Restructuring

During 2003, Directories launched an operational improvement program. The restructuring was still in progress at the time of the divestiture. The original charge in 2003 was $11 million.

10. Pensions and Other Post-Retirement Benefits

Nielsen sponsors both funded and unfunded defined benefit pension plans for some of its employees in the Netherlands, the United States and other international locations. In the United States, the post-retirement benefit plan relates to healthcare benefits for a limited group of participants who meet the eligibility requirements. In connection with the Valcon Acquisition, Nielsen applied purchase accounting in accordance with SFAS No. 141, and accordingly, its Successor pension liabilities were recorded at fair value.

In connection with the Valcon Acquisition, the benefit accruals of the U.S. defined benefit pension plans were frozen and the net impact of freezing such benefits has been included in the preliminary purchase price allocation.

In September 2006, SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans” was issued, which requires recognition of an asset or liability reflecting the over or under funded status of defined benefit pension plans. Nielsen uses a measurement date of December 31 for its primary Netherlands, Canada and United States pension and post-retirement benefit plans and the fiscal year-end for other international plans. Changes in the funded status from May 24, 2006, the date of Nielsen’s adoption of SFAS No. 158, through year-end are recognized in shareholders’ equity as a part of accumulated other comprehensive income.

F-28

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

A summary of the activity for Nielsen’s defined benefit pension plans and other post-retirement benefit plans follows:

	Successor
	Pension Benefits May 24, 2006 through December 31, 2006
(IN MILLIONS)	The Netherlands			United States			Other			Total
Change in projected benefit obligation
Benefit obligation at beginning of period	$	567		$	222		$	491		$	1,280
Service cost		4			3			9			16
Interest cost		15			7			14			36
Plan participants’ contributions		1			—			1			2
Actuarial (gain)/loss		(5	)		7			16			18
Benefits paid		(17	)		(4	)		(11	)		(32	)
Effect of foreign currency translation		17			—			15			32
Benefit obligation at end of period		582			235			535			1,352
Change in plan assets
Fair value of plan assets at beginning of period		656			168			354			1,178
Actual return on plan assets		18			16			30			64
Employer contributions		1			4			13			18
Plan participants’ contributions		1			—			1			2
Benefits paid		(18	)		(4	)		(11	)		(33	)
Effect of foreign currency translation		21			—			10			31
Fair value of plan assets at end of period		679			184			397			1,260
Funded status	$	97		$	(51	)	$	(138	)	$	(92	)
Amounts recognized in the Consolidated Balance Sheets
Pension assets under other non-current assets	$	97		$	—		$	1		$	98
Current liabilities		—			—			(3	)		(3	)
Accrued benefit liability (1)		—			(51	)		(136	)		(187	)
Net amount recognized	$	97		$	(51	)	$	(138	)	$	(92	)

(1) Included in other non-current liabilities.

Unrecognized actuarial loss of $1 million is recognized within accumulated other comprehensive income at December 31, 2006.

F-29

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

	Predecessor
	Pension Benefits Year Ended December 31, 2005
(IN MILLIONS)	The Netherlands			United States			Other			Total
Change in projected benefit obligation
Benefit obligation at beginning of year	$	607		$	202		$	441		$	1,250
Service cost		6			13			12			31
Interest cost		25			12			20			57
Plan participants’ contributions		2			—			2			4
Plan amendments		—			—			1			1
Actuarial loss		37			11			27			75
Acquisitions		2			—			—			2
Benefits paid		(27	)		(4	)		(19	)		(50	)
Curtailment		(4	)		—			—			(4	)
Settlements		2			—			(1	)		1
Effect of foreign currency translation		(80	)		—			(44	)		(124	)
Benefit obligation at end of year		570			234			439			1,243
Change in plan assets
Fair value of plan assets at beginning of year		658			140			305			1,103
Actual return on plan assets		65			9			46			120
Employer contributions		7			25			25			57
Plan participants’ contributions		2			—			2			4
Acquisitions		2			—			—			2
Benefits paid		(27	)		(5	)		(19	)		(51	)
Settlements		2			—			(1	)		1
Effect of foreign currency translation		(88	)		—			(32	)		(120	)
Fair value of plan assets at end of year		621			169			326			1,116
Funded status
Funded status at end of year		51			(65	)		(113	)		(127	)
Unrecognized prior service (credit)/cost		(1	)		(2	)		6			3
Unrecognized net actuarial loss		1			92			144			237
Net amount recognized	$	51		$	25		$	37		$	113
Amounts recognized in the Consolidated Balance Sheets
Pension assets under other non-current assets	$	43		$	—		$	20		$	63
Prepaid pension assets under other current assets		8			—			5			13
Accrued benefit liability (1)		—			(53	)		(69	)		(122	)
Accumulated other comprehensive income		—			78			81			159
Net amount recognized	$	51		$	25		$	37		$	113

(1) Included in other non-current liabilities.

F-30

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

The total accumulated benefit obligation and minimum liability changes for all defined benefit plans were as follows:

	Successor		Predecessor
	May 24 – December 31, 2006		January 1 – May 23, 2006		Year Ended December 31,
(IN MILLIONS)					2005			2004
Accumulated benefit obligation	$	1,274	$	1,170	$	1,160		$	1,169
(Decrease)/increase to other comprehensive income for minimum pension liability:
—before income taxes		—		—		(7	)		3
—after income taxes		—		—		(2	)		3
	Successor
	Pension Plans with Accumulated Benefit Obligation in Excess of Plan Assets at December 31, 2006
(IN MILLIONS)	The Netherlands		United States		Other			Total
Projected benefit obligation	$	—	$	235	$	444		$	679
Accumulated benefit obligation		—		235		400			635
Fair value of plan assets		—		184		315			499
	Successor
	Pension Plans with Projected Benefit Obligation in Excess of Plan Assets at December 31, 2006
(IN MILLIONS)	The Netherlands		United States		Other			Total
Projected benefit obligation	$	48	$	235	$	526		$	809
Accumulated benefit obligation		44		235		464			743
Fair value of plan assets		46		184		388			618
	Predecessor
	Pension Plans with Accumulated Benefit Obligation in Excess of Plan Assets at December 31, 2005
(IN MILLIONS)	The Netherlands		United States		Other			Total
Projected benefit obligation	$	—	$	234	$	356		$	590
Accumulated benefit obligation		—		220		323			543
Fair value of plan assets		—		169		254			423
	Predecessor
	Pension Plans with Projected Benefit Obligation in Excess of Plan Assets at December 31, 2005
(IN MILLIONS)	The Netherlands		United States		Other			Total
Projected benefit obligation	$	47	$	234	$	432		$	713
Accumulated benefit obligation		39		220		382			641
Fair value of plan assets		40		169		318			527

F-31

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

	Net Periodic Pension Cost
(IN MILLIONS)	The Netherlands			United States			Other			Total
Successor
May 24, 2006 through December 31, 2006
Service cost	$	4		$	3		$	9		$	16
Interest cost		15			7			15			37
Expected return on plan assets		(20	)		(7	)		(15	)		(42	)
Net periodic pension cost	$	(1	)	$	3		$	9		$	11
Predecessor
January 1, 2006 through May 23, 2006
Service cost	$	2		$	5		$	6		$	13
Interest cost		10			5			8			23
Expected return on plan assets		(12	)		(5	)		(8	)		(25	)
Amortization of net loss		—			2			4			6
Net periodic pension cost	$	—		$	7		$	10		$	17
Year ended December 31, 2005
Service cost	$	6		$	12		$	13		$	31
Interest cost		25			13			20			58
Expected return on plan assets		(29	)		(13	)		(22	)		(64	)
Amortization of net loss		1			6			9			16
Curtailment gain		(4	)		—			—			(4	)
Net periodic pension cost	$	(1	)	$	18		$	20		$	37
Year ended December 31, 2004
Service cost	$	9		$	12		$	15		$	36
Interest cost		31			11			22			64
Expected return on plan assets		(33	)		(12	)		(23	)		(68	)
Amortization of net loss		—			5			5			10
Net periodic pension cost	$	7		$	16		$	19		$	42

Estimated amounts that will be amortized from accumulated other comprehensive income over 2007 are not material.

The weighted average assumptions underlying the pension computations were as follows:

	Successor		Predecessor
	May 24, 2006 – December 31, 2006		January 1, 2006 – May 23, 2006		Year ended December 31,
					2005		2004
Pension benefit obligation:
—discount rate	4.9	%	5.1	%	4.6	%	4.9	%
—rate of compensation increase	3.2		3.2		3.2		3.2
Net periodic pension costs:
—discount rate	5.1		4.6		4.9		5.4
—rate of compensation increase	3.2		3.2		3.2		3.0
—expected long-term return on plan assets	6.3		5.9		6.1		6.0

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The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

Nielsen’s pension plans’ weighted average asset allocations by asset category are as follows:

	The Netherlands		United States		Other		Total
Successor
At December 31, 2006
Equity securities	26	%	67	%	63	%	44	%
Fixed income securities	73		33		35		55
Other	1		—		2		1
Total	100	%	100	%	100	%	100	%
Predecessor
At December 31, 2005
Equity securities	25	%	70	%	62	%	43	%
Fixed income securities	74		30		36		56
Other	1		—		2		1
Total	100	%	100	%	100	%	100	%

No Nielsen shares are held by the pension plans.

The overall target asset allocation among all plans for 2006 was 43% equity securities and 57% long-term interest-earning investments (debt or fixed income securities).

The assumptions for the expected return on plan assets for pension plans were based on a review of the historical returns of the asset classes in which the assets of the pension plans are invested. The historical returns on these asset classes were weighted based on the expected long-term allocation of the assets of the pension plans.

Nielsen’s primary objective with regard to the investment of pension plan assets is to ensure that in each individual plan, sufficient funds are available to satisfy future benefit obligations. For this purpose, asset and liability management studies are made periodically at each pension fund. For each of the pension plans, an appropriate mix is determined on the basis of the outcome of these studies, taking into account the national rules and regulations.

Contributions to the pension plans in 2007 are expected to be approximately $8 million for the Dutch plan and $20 million for other plans. No contributions are expected in 2007 for the U.S. plans.

Estimated future benefits payments are as follows:

(IN MILLIONS)	The Netherlands		United States		Other		Total
For the years ending December 31,
2007	$	29	$	5	$	21	$	55
2008		29		7		21		57
2009		30		7		21		58
2010		30		7		22		59
2011		32		8		24		64
2012-2016		169		49		140		358

F-33

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

Other Post-Retirement Benefits

Prior to December 31, 2005, in the United States and in the Netherlands, Nielsen provided other post-retirement benefits, primarily retiree healthcare benefits. As a result of changes in health care laws in the Netherlands in 2005, Nielsen ceased to provide retiree health care benefits to certain of its Dutch retirees. This plan change was recognized as a negative plan amendment that reduced the December 31, 2005 benefit obligation by $9 million.

The components of other post-retirement benefit cost for the periods May 24, 2006 to December 31, 2006, January 1, 2006 to May 23, 2006 and the year ended December 31, 2005, were as follows:

	Successor
	Other Post-Retirement Benefits     May 24, 2006 through December 31, 2006
(IN MILLIONS)	The Netherlands			United States			Total
Change in benefit obligation
Benefit obligation at beginning of period	$	1		$	14		$	15
Interest cost		—			—			—
Actuarial (gain)/loss		—			1			1
Benefits paid		—			—			—
Benefit obligation at end of period		1			15			16
Change in plan assets
Fair value of plan assets at beginning of period		—			—			—
Employer contributions		—			1			1
Benefits paid		—			(1	)		(1	)
Fair value of plan assets at end of period		—			—			—
Funded status
Funded status and amount recognized at end of period	$	(1	)	$	(15	)	$	(16	)

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The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

	Predecessor
	Other Post-retirement Benefits Year Ended December 31, 2005
(IN MILLIONS)	The Netherlands			United States			Total
Change in benefit obligation
Benefit obligation at beginning of year	$	12		$	16		$	28
Interest cost		—			2			2
Negative plan amendment		(9	)		—			(9	)
Benefits paid		(1	)		(1	)		(2	)
Effect of foreign currency translation		(1	)		—			(1	)
Benefit obligation at end of year		1			17			18
Change in plan assets
Fair value of plan assets at beginning of year		—			—			—
Employer contributions		1			1			2
Benefits paid		(1	)		(1	)		(2	)
Fair value of plan assets at end of year		—			—			—
Funded status
Funded status at end of year		(1	)		(17	)		(18	)
Unrecognized prior service cost		(9	)		(2	)		(11	)
Unrecognized net actuarial loss		2			—			2
Net amount recognized	$	(8	)	$	(19	)	$	(27	)

Estimated amounts that will be amortized from accumulated other comprehensive income over 2007 are not material.

The net periodic benefit cost for other post-retirement benefits were insignificant for the periods May 24, 2006 to December 31, 2006, January 1, 2006 to May 23, 2006 and the years ended December 31, 2005 and 2004.

The weighted average assumptions for post-retirement benefits were as follows:

	Successor		Predecessor
	May 24  – December 31, 2006		January 1  – May 23, 2006		Year ended December 31,
					2005		2004
Discount rate for net periodic other post-retirement benefit costs	6.3	%	5.6	%	5.3	%	5.8	%
Discount rate for other post-retirement benefit obligations at December 31	5.9	%	6.3	%	5.6	%	5.3	%
Assumed healthcare cost trend rates at December 31:
—healthcare cost trend assumed for next year	9.0	%	9.0	%	11.0	%	7.6	%
—rate to which the cost trend is assumed to decline (the ultimate trend rate)	5.0	%	5.0	%	5.0	%	3.8	%
—year in which rate reaches the ultimate trend rate	2011		2011		2011		2011

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The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

A one percentage point change in the assumed healthcare cost trend rates would have the following effects:

(IN MILLIONS)	1% Increase		1% Decrease
Effect on total of service and interest costs	$	—	$	—
Effect on other post-retirement benefit obligation		1		(1	)

Contributions to post-retirement benefit plans are expected to be $1 million annually for the Company’s U.S. plans.

Defined Contribution Plans

Nielsen also offers defined contribution plans to certain participants, primarily in the United States. Nielsen’s expense related to these plans was $15 million, $10 million, $24 million and $22 million for the periods May 24, 2006 to December 31, 2006 and January 1, 2006 to May 23, 2006 and for the years ended December 31, 2005 and 2004, respectively. In the United States, Nielsen contributes cash to each employee’s account in an amount up to 3% of compensation (subject to IRS limitations); this contribution was increased to 4% upon the freeze of the U.S. defined benefit pension plan. No contributions are made in shares of Nielsen.

11. Long-term Debt and Other Financing Arrangements

	Successor								Predecessor
	December 31, 2006								December 31, 2005
(IN MILLIONS)	Weighted Average Interest Rate (1)		Maturities	Carrying Amount			Fair Value		Carrying Amount			Fair Value
Senior secured credit facilities	7.90	%	2007 – 2013	$	5,220		$	5,263	$	—		$	—
Debenture loans	10.16	%	2007 – 2016		2,447			2,653		1,919			1,989
Convertible debenture loan	—		—		—			—		402			391
Private loan	—		—		—			—		161			166
Other loans	6.44	%	2009		7			6		—			—
Long-term debt					7,674			7,922		2,482			2,546
Capital lease obligations					145					155
Short-term debt					20					—
Bank overdrafts					134					94
Total debt and other financing arrangements					7,973					2,731
Less: Current portion of long-term debt, capital lease obligations and other short-term borrowings					212					731
Non-current portion of long-term-debt and capital lease obligations				$	7,761				$	2,000
Weighted average contractual interest rate on long-term debt (2)					8.52	%				5.95	%
Weighted average contractual interest rate on current portion of long-term debt					7.76	%				2.53	%

(1) Average of effective interest rates at December 31, 2006, weighted by carrying amounts.

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The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

(2) The average of the contractual interest rates at December 31, 2006 on Nielsen’s long-term debt, weighted by principal amounts was 8.52%. Nielsen has entered into a number of interest rate swap transactions to hedge the interest rate risk on a part of its floating-rated debt. Taking into account the effect of these interest rate swaps, the weighted average of the contractual interest rates at December 31, 2006 on Nielsen’s long-term debt was 8.40%.

The carrying amounts of Nielsen’s long-term debt are denominated in the following currencies:

	Successor		Predecessor
(IN MILLIONS)	December 31, 2006		December 31, 2005
U.S. Dollars	$	5,438	$	150
Euro		1,709		1,864
British Pound (“GBP”)		492		434
Japanese Yen		35		34
	$	7,674	$	2,482

Annual maturities of Nielsen’s long-term debt are as follows:

(IN MILLIONS)
For the year ended December 31,
2007	$	53
2008		53
2009		60
2010		611
2011		87
Thereafter		6,810
	$	7,674

See Note 8 for a discussion of Nielsen’s policies with respect to foreign currency exchange risk, interest rate risk, credit risk and liquidity risk.

Senior secured credit facilities

In August 2006, Nielsen entered into senior secured credit facilities, consisting of seven-year $4,175 million and €800 million senior secured term loan facilities and the full amounts under these facilities were borrowed with an aggregate carrying amount of $5,220 million at December 31, 2006. In August 2006, Nielsen also entered into a six-year $688 million senior secured revolving credit facility under which no amounts were outstanding at December 31, 2006. The senior secured revolving credit facility can be used for revolving loans, letters of credit and for swingline loans, and is available in U.S. Dollars, Euros and certain other currencies.

Nielsen is required to repay installments on the borrowings under the senior secured term loan facilities in quarterly principal amounts of 0.25% of their original principal amount commencing December 2006, with the remaining amount payable on the maturity date of the term loan facilities. Borrowings under the senior secured credit facilities bear interest at a rate equal to an applicable margin plus, at Nielsen’s option, various base rates. The applicable margin for borrowings under the senior secured revolving credit facility may be reduced subject to Nielsen attaining certain leverage ratios. Nielsen pays a quarterly commitment fee of 0.5% on unused commitments under the senior secured revolving credit facility. The applicable commitment fee rate may be reduced subject to Nielsen attaining certain leverage ratios.

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The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

Nielsen’s senior secured credit facilities are guaranteed by Nielsen, and certain of its existing and subsequently acquired or organized wholly-owned subsidiaries and are secured by substantially all of the existing and future property and assets (other than cash) of Nielsen’s U.S. subsidiaries and by a pledge of the capital stock of the guarantors discussed in Note 20, the capital stock of Nielsen’s U.S. subsidiaries and the guarantors and up to 65% of the capital stock of certain of Nielsen’s non-U.S. subsidiaries. Under a separate security agreement, substantially all of the assets of Nielsen are pledged as collateral for amounts outstanding under the senior secured credit facilities.

The senior secured credit facilities contain a number of covenants that, among other things, restrict, subject to certain exceptions, Nielsen and most of its subsidiaries’ ability to incur additional indebtedness or guarantees, incur liens and engage in sale and leaseback transactions, make certain loans and investments, declare dividends, make payments or redeem or repurchase capital stock, engage in certain mergers, acquisitions and other business combinations, prepay, redeem or purchase certain indebtedness, amend or otherwise alter terms of certain indebtedness, sell certain assets, transact with affiliates, enter into agreements limiting subsidiary distributions and alter the business that Nielsen conducts. In addition, after an initial grace period, Nielsen is required, beginning with the twelve month period ending September 30, 2007, to maintain a maximum total leverage ratio and a minimum interest coverage ratio. The senior secured credit facilities also contain certain customary affirmative covenants and events of default.

Debenture loans

In August 2006, Nielsen Finance LLC and Nielsen Finance Co. (together “Nielsen Finance”), wholly-owned subsidiaries of Nielsen, issued $650 million 10% and €150 million 9% senior notes due 2014 (the “Senior Notes”) with carrying values of $650 million and $198 million at December 31, 2006, respectively. Interest is payable semi-annually commencing in February 2007. The Senior Notes are senior unsecured obligations and rank equal in right of payment to all of Nielsen Finance’s existing and future senior indebtedness.

In August 2006, Nielsen Finance also issued $1,070 million 12.5% senior subordinated discount notes due 2016 (“Senior Subordinated Discount Notes”) with a carrying amount of $616 million at December 31, 2006. Interest accretes through 2011 and is payable semi-annually commencing February 2012. The Senior Subordinated Discount Notes are unsecured senior subordinated obligations and are subordinated in right of payment to all Nielsen Finance’s existing and future senior indebtedness, including the Senior Notes and the senior secured credit facilities.

The indentures governing the Senior Notes and Senior Subordinated Discount Notes limit the majority of Nielsen’s subsidiaries’ ability to incur additional indebtedness, pay dividends or make other distributions or repurchase our capital stock, make certain investments, enter into certain types of transactions with affiliates, use assets as security in other transactions and sell certain assets or merge with or into other companies subject to certain exceptions. Upon a change in control, Nielsen Finance is required to make an offer to redeem all of the Senior Notes and Senior Subordinated Discount Notes at a redemption price equal to the 101% of the aggregate accreted principal amount plus accrued and unpaid interest. The Senior Notes and Senior Subordinated Discount Notes are jointly and severally guaranteed by Nielsen (See Note 20 for further description of the related guarantees).

In August 2006, Nielsen issued €343 million 11.125% senior discount notes due 2016 (“Senior Discount Notes”), with a carrying value $277 million at December 31, 2006. Interest accretes through 2011 and is payable semi-annually commencing February 2012. The Senior Discount Notes are senior unsecured obligations and rank equal in right of payment to all of Nielsen’s existing and future senior indebtedness. The notes are effectively subordinated to Nielsen’s existing and future secured indebtedness to the extent of the assets securing such indebtedness and will be structurally subordinated to all obligations of Nielsen’s subsidiaries.

F-38

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

If Nielsen has not exchanged the Senior Notes, Senior Subordinated Discount Notes and Senior Discount Notes for registered notes with substantially the same terms or a shelf registration statement is not declared effective by the SEC for the exchange by August 18, 2007 the interest rate on each series of the respective notes will increase by 0.25% annually and an additional 0.25% for each subsequent 90-day period the notes are not registered up to a maximum of 1.0% per year.

Nielsen has a Euro Medium Term Note program (“EMTN”) program in place under which debenture loans and private placements can be issued up to the program amount of €2,500 million ($3,308 million) at December 31, 2006, both on a long-term and short-term basis. All debenture loans and most private placements are quoted on the Luxembourg Stock Exchange. At December 31, 2006 and 2005, amounts with a carrying value of $706 million and $854 million, respectively, were outstanding under the EMTN program.

Outstanding under the EMTN program above is a GBP 250 million 5.625% EMTN debenture loan issued in 2003 and due in 2010 or 2017 with a carrying amount of $492 million at December 31, 2006. In 2010, the interest rate on the GBP 250 million debenture loan will be adjusted to 5.50% plus the then applicable Nielsen market credit spread or the debentures will be paid at par under a re-acquisition right exercisable in 2010 and held by two investment banks.

In January 2005, Nielsen settled a nominal amount of €551 million ($721 million) of the €600 million 6.75% EMTN debenture loan due 2008 and paid cash of €625 million ($818 million), excluding accrued interest, resulting in a loss on early extinguishment of debt of $103 million.

In August 2006, Nielsen redeemed at par and canceled other debenture loans due 2006 through 2009 with a combined carrying value of $1,297 million at December 31, 2005, of which $232 million was issued under the EMTN program.

Convertible debenture loan

A nominal amount of €550 million and €267 million of the €1,150 million 1.75% convertible debenture loan due 2006 was repurchased in various open market transactions and subsequently canceled, resulting in a gain of $1 million for each of the years ended December 31, 2005 and 2004. The remaining principal amount of €333 million was settled at maturity in 2006 at par.

Private loan

During the period January 1 to May 23, 2006 Nielsen prepaid a nominal amount of $55 million of the NLG 500 million 5.55% subordinated private placement loan originally due in 2007 and 2008. Following the Valcon Acquisition, Nielsen prepaid the remaining $112 million nominal amount during the period May 24 to December 31, 2006.

Senior secured bridge facility

In connection with the Valcon Acquisition, Valcon entered into a senior secured bridge facility, under which Valcon had borrowed $6,164 million as of August 2006. The debt and related interest expense have been recorded in the accounts of Nielsen in connection with the push-down of the consideration paid by Valcon further discussed in Note 1. The bridge loan was settled in August 2006 with proceeds from the issuance of the Senior Notes, Senior Subordinated Discount Notes, Senior Notes and borrowings under the senior secured credit facilities resulting in a loss on early extinguishment of debt of $60 million related to the write-off of unamortized deferred financing costs of the bridge loan.

F-39

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

Deferred financing costs

Deferred financing costs are $135 million and $4 million at December 31, 2006 and 2005, respectively.

Related party lenders

A portion of the borrowings amounting to $409 million under the senior secured credit facility were sold to certain of the Sponsors as of December 31, 2006 at terms consistent with third party borrowers. Interest expense on amounts held by the Sponsors was $15 million during the period May 24, 2006 to December 31, 2006.

Termination of credit facility

Nielsen’s committed revolving credit facility from a syndicate of banks of €1,000 million was canceled in May 2006 following the Valcon Acquisition.

Capital Lease Obligations

Nielsen leases certain computer equipment, buildings and automobiles under capital leases. These arrangements do not include terms of renewal, purchase options, or escalation clauses.

Assets under capital lease are recorded within property, plant and equipment (Note 7).

Future minimum capital lease payments under non-cancelable capital leases at December 31, 2006 are as follows:

(IN MILLIONS)
2007	$	17
2008		16
2009		16
2010		15
2011		14
Thereafter		167
Total		245
Amount representing interest		100
Present value of minimum lease payments	$	145
Current portion	$	4
Total non-current portion		141
Present value of minimum lease payments	$	145

Capital leases have effective interest rates ranging from 4% to 7%. Interest expense recorded related to capital leases during the periods ended May 24, 2006 to December 31, 2006 and January 1, 2006 to May 23, 2006 and for the years ended December 31, 2005 and 2004 was $5 million, $4 million, $9 million and $9 million, respectively.

12. Shareholders’ Equity

Each share of common stock has the right to one vote and a dividend determined at the general meeting of shareholders. Nielsen declared dividends of €0.12 and €0.55 per share of common stock for the years ended December 31, 2005 and 2004, respectively. No dividends were declared or paid on the common stock in 2006.

F-40

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

Common stock activity is as follows:

	Successor	Predecessor
	May 24 – December 31, 2006	January 1 – May 23, 2006	Year ended December 31,
			2005	2004
(Actual number of shares)
Beginning of year or period	258,443,857	257,073,932	253,757,620	250,323,801
Common share dividend	—	—	3,088,567	3,433,819
Conversion priority shares into common shares	20,000	—	—	—
Exercise of management and personnel options	—	1,369,925	227,745	—
End of year or period	258,463,857	258,443,857	257,073,932	253,757,620

In the event of an issuance of common stock, each holder of common stock has the first opportunity to purchase newly issued Nielsen common stock proportionate to the percentage of shares already held by the respective holder (“pre-emptive right”). However, such holder does not have any pre-emptive right to (i) stock issued against contribution other than in cash, and (ii) common stock issued to employees of Nielsen or of a group company of Nielsen.

Each share of 7% preferred stock had the right to 40 votes, non-cumulative dividend of €0.64 per share and a liquidation preference equal to the original issuance price of the 7% preferred stock, any capital contributions of the shareholder and any unpaid dividends, increased annually by 7% through the date of dissolution. Nielsen declared and paid dividends of €0.64 per share on 7% preferred stock for the financial years December 31, 2005 and 2004, respectively. No dividend was declared or paid on the 7% preferred stock for the financial year 2006.

The issued and outstanding common shares and 7% preferred shares of Nielsen were listed on the stock exchange of Euronext Amsterdam until delisting as of July 11, 2006 (See Note 1).

Each share of priority stock had the right to 40 votes, dividends of €0.45 per share and a liquidation preference. Nielsen declared and paid dividends of €0.45 and per share on priority stock for the years ended December 31, 2005 and 2004, respectively. On March 31, 2006 Nielsen acquired the priority shares which were subsequently converted into 20,000 common shares on June 13, 2006.

Each share of series B cumulative preferred stock had the right to one vote, a cumulative dividend of 6.22% calculated at issuance based on various factors, and a liquidation preference. Nielsen declared dividends of €1.76, €0.78 and €0.78 per share on series B preferred stock in the period May 24 to December 31, 2006 and the years ended December 31, 2005 and 2004, respectively. No dividends were declared on series B preferred stock during the period January 1, 2006 to May 23, 2006. As of December 31, 2006 all declared dividends were paid.

On August 9, 2006, Nielsen completed a cash redemption of all outstanding series B preferred stock, priority stock and series A preferred stock, which were owned by Valcon. All shares of series B preferred stock, priority stock and series A preferred stock have subsequently been canceled.

13. Share-Based Compensation

Successor

In connection with the Valcon Acquisition, Valcon Acquisition Holding bv (“Dutch Holdco”), a private company with limited liability incorporated under the laws of the Netherlands and the direct parent of Valcon,

F-41

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

implemented an equity-based, management compensation plan (“Equity Participation Plan” or “EPP”) to align compensation for certain key executives with the performance of the Company. Under this plan, certain executives of Dutch Holdco and its subsidiaries may be granted stock options, stock appreciation rights, restricted stock and dividend equivalent rights in the shares of Dutch Holdco or purchase shares of Dutch Holdco.

Dutch Holdco granted 3,500,000 time-based and 3,500,000 performance based stock options to purchase shares in the capital of Dutch Holdco during the period. The time-based awards become exercisable over a five-year vesting period tied to the executives’ continuing employment as follows: 5% as of December 31, 2006 and 19% on the last day of each of the next five calendar years. The performance options are tied to the executives’ continuing employment and become vested and exercisable based on the achievement of certain annual EBITDA targets over a five-year vesting period. If the annual EBITDA targets are achieved on a cumulative basis for any current year and prior years, the options become vested as to a pro-rata portion for any prior year’s installments which were not vested because of failure to achieve the applicable annual EBITDA target. Both option tranches expire ten years from date of grant. Upon a change in control, any then-unvested time options will fully vest and any then-unvested performance options can vest, subject to certain conditions.

Time-based and performance-based options have exercise prices of $10.00 and $20.00 per share, respectively. The fair values of the time-based and performance-based awards were estimated using the Black-Scholes option pricing model with the following assumptions: expected term to exercise of five years, expected volatility of 56.10%, risk-free interest rate of 4.63% and no dividend yield. Expected volatility is based primarily on a combination of the Company’s historical volatility adjusted for its new leverage and estimates of implied volatility of the Company’s peer group.

For the period from May 24, 2006 to December 31, 2006, the Company recorded the Dutch Holdco stock compensation expense on a push down basis of $6 million. The tax benefit related to these charges was $2 million.

At December 31, 2006, there is approximately $29 million of unearned stock-based compensation which the Company expects to record as expense over the next five years. The compensation expense related to the time-based awards is amortized over the term of the award using the graded vesting method. The compensation expense related to the performance-based awards was recorded on a graded vesting method as of December 31, 2006, since the Company believes that the achievement of the financial performance goals is probable.

The weighted-average exercise price of the 7,000,000 options outstanding and 175,000 options exercisable was $11.43 as of December 31, 2006. The weighted-average remaining contractual term for the options outstanding and exercisable as of December 31, 2006 was 9.71 years.

As of December 31, 2006, the weighted-average grant date fair value of the options granted was $4.88, and the aggregate fair value of options vested was $1 million.

There were no option exercises for the period from May 24, 2006 to December 31, 2006.

The aggregate intrinsic value of options outstanding and exercisable was zero.

Predecessor

Concurrent with the Valcon Acquisition, Nielsen canceled all vested and unvested stock options and restricted stock units ("RSUs") and paid to each holder of options cash equal to the excess of the offer price of

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Notes to Consolidated Financial Statements—(continued)

€29.50 over the exercise price, and paid €29.50 for each RSU outstanding, paying a total of $91 million for the settlement of all outstanding share-based awards and accelerating the recognition of the expense related to the unvested portion of all awards.

During the period from January 1, 2006 to May 23, 2006, Nielsen recognized $20 million of compensation expense related to all outstanding vested and unvested Nielsen share-based compensation plans, of which $2 million related to Nielsen’s subsidiary plans. For the years ended December 31, 2005 and 2004, Nielsen recorded $23 million and $34 million compensation expense. Tax benefits related to the charges were $1 million, $4 million and $7 million for the period from January 1, 2006 to May 23, 2006 and for the years ended December 31, 2005 and 2004, respectively.

For the period from January 1, 2006 to May 23, 2006, and for the years ended December 31, 2005 and 2004, $1 million, $1 million and $5 million of the share-based compensation expense is included in discontinued operations.

Nielsen had other equity incentive plans, whereby restricted shares or options to purchase common stock were granted to executives. For the restricted shares, Nielsen matched the executives’ deferred bonus with an additional RSU. The cost of matching RSUs totaled $1 million, $1 million and $0.4 million for the period ended January 1, 2006 to May 23, 2006, and for the years ended December 31, 2005 and 2004, respectively. During the period January 1, 2006 to May 23, 2006 the Company granted 135,716 RSUs at a weighted-average grant date fair value of €27.07 and paid €29.50 for 252,846 RSUs at the Valcon Acquisition.

For Nielsen’s predecessor share option plans, the activity is summarized below:

	Number of Options		Weighted-Average Exercise Price
Predecessor
Outstanding at January 1, 2004	12,141,542		€	35.11
Granted	4,284,976			22.47
Exercised	—			—
Expired	(736,197	)		36.61
Forfeited	(570,600	)		31.29
Outstanding at December 31, 2004	15,119,721			31.62
Granted	3,903,842			22.12
Exercised	(227,745	)		24.99
Expired	(934,506	)		62.04
Forfeited	(1,698,275	)		32.48
Outstanding at December 31, 2005	16,163,037			27.57
Granted	—			—
Exercised	(1,369,925	)		23.78
Expired	(1,673,350	)		39.08
Forfeited	(14,722	)		27.36
Canceled	(3,061,600	)		37.18
Paid at Valcon Acquisition	(10,043,440	)		23.18
Outstanding at May 23, 2006	—			—

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The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

Subsidiary Share-Based Compensation

Nielsen//NetRatings

Nielsen//NetRatings, a consolidated subsidiary of Nielsen with publicly traded shares, has share based awards that provide for the grant of stock options exercisable into Nielsen//NetRatings’ common stock or provide for the grant of restricted shares to eligible employees and non-employee directors of Nielsen//NetRatings. Under the Nielsen//NetRatings’ plans, options generally vest over a four-year period and have a maximum term of ten years, whereas the restricted shares vest ratably in equal annual installments over two years for members of the Board of Directors and over three years for non-executive employees.

Nielsen recorded share-based payment expense for Nielsen//NetRatings’ compensation arrangements of $3 million for the period from May 24, 2006 to December 31, 2006 and $2 million for the period from January 1, 2006 to May 23, 2006, $3 million in 2005, and $2 million in 2004. There is no book tax benefit related to the compensation expense as Nielsen//NetRatings has a full tax valuation allowance due to accumulated losses.

As of December 31, 2006, there was $6 million of total unrecognized compensation cost related to equity compensation awards granted under the Nielsen//NetRatings’ stock plan and employee stock purchase plan. The total expense is expected to be recognized over a period of two years. Nielsen estimated the fair value of Nielsen//NetRatings’ option grants using the Black-Scholes option pricing model with the following valuation assumptions:

	Predecessor
	Year ended December 31, 2005		Year ended December 31, 2004
Expected life (years)	2.38		2.32
Expected volatility	60.00	%	60.00	%
Expected dividend yield	0.00	%	0.00	%
Risk-free interest rate	3.38	%	2.77	%

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The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

Information with respect to Nielsen//NetRatings’ plan activity is summarized as follows:

			Restricted Stock Outstanding				Stock Options Outstanding
	Available for Grant		Number of Restricted Shares		Weighted Average Grant Date Fair Value		Number of Stock Options		Weighted Average Exercise Price
Predecessor
Outstanding at January 1, 2004	1,398,000		—			—	5,033,000		$	10.00
Granted	(1,208,000	)	—			—	1,208,000			11.29
Exercised/released	—		—			—	(1,649,000	)		9.63
Restricted stock withheld for taxes (1)	—		—			—	—			—
Canceled	481,000		—			—	(481,000	)		10.81
Outstanding at December 31, 2004	671,000		—			—	4,111,000			10.43
Granted	(647,000	)	545,000		$	14.96	102,000			18.25
Exercised/released	—		—			—	(581,000	)		8.73
Released from restriction	—		(7,000	)		15.01	—			—
Canceled	575,000		(53,000	)		15.02	(522,000	)		12.66
Outstanding at December 31, 2005	599,000		485,000			14.96	3,110,000			10.64
Granted	(478,000	)	478,000			12.63	—			—
Exercised/released	—		(143,000	)		14.96	(298,000	)		9.05
Restricted stock withheld for taxes (1)	30,000		—			—	—			—
Canceled	250,000		(57,000	)		14.84	(193,000	)		12.59
Outstanding at May 23, 2006	401,000		763,000			13.51	2,619,000			10.67
Successor
Granted	(70,000	)	70,000			15.95	—			—
Exercised/released	—		(23,000	)		14.39	(346,000	)		9.68
Restricted stock withheld for taxes (1)	4,000		—			—	—			—
Canceled	84,000		(36,000	)		12.02	(48,000	)		13.93
Outstanding at December 31, 2006	419,000		774,000			13.77	2,225,000			10.76
Exercisable at December 31, 2006							1,971,000			10.83

(1) Upon the release of certain shares of restricted stock, the Company withheld shares to satisfy certain tax obligations of the holder based on the market value of the shares on the date the shares of restricted stock were released.

During the period from May 24, 2006 to December 31, 2006 and from January 1, 2006 to May 23, 2006 and for the years ended December 31, 2005 and 2004, the aggregate intrinsic value for options exercised was $2 million, $1 million, $3 million and $11 million, respectively.

Cash received from option exercises for the periods May 24, 2006 to December 31, 2006 and January 1, 2006 to May 23, 2006 and the years ended December 31, 2005 and 2004 was $3 million, $3 million, $6 million, and $17 million, respectively.

The tax benefit realized for the tax deductions from option exercises of the share-based payment arrangements totaled $0.1 million, $0.1 million, $2 million and $3 million for the periods from May 24, 2006 to December 31, 2006, from January 1 2006 to May 23, 2006 and for the years ended December 31, 2005 and 2004, respectively.

At December 31, 2006, the weighted-average remaining contractual life of options outstanding was 5.66 years and 5.40 years for options exercisable.

The aggregate fair value of options vested for the year ended December 31, 2006 was $6 million.

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The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

Nielsen BuzzMetrics

The 2004 Stock Option and Restricted Stock Incentive Plan of Nielsen BuzzMetrics provides for share-based awards exercisable into shares of Nielsen BuzzMetrics common stock, which are not publicly traded. Nielsen BuzzMetrics options generally vest over a two to four year-period and have a stated exercise period of ten years. Each restricted stock award represents the right to a certain amount of Nielsen BuzzMetrics common stock which is determined by the Board of Directors. However, as of December 31, 2006, no restricted stock awards have been issued. Nielsen BuzzMetrics has reserved 2,032,478 shares of its common stock for issuance at December 31, 2006.

All Nielsen BuzzMetrics’ equity awards were modified to liability awards in accordance with SFAS No. 123(R) due to the existence of a put feature on the underlying shares which permits the option holders to avoid the risk and rewards normally associated with equity ownership. On November 30, 2006, it became probable that the put right would become operable when Nielsen committed to acquiring an additional interest in Nielsen BuzzMetrics in 2007. The modification of awards resulted in an additional expense of $4 million based on the fair value of the vested portion of the respective awards on November 30, 2006. The unvested portion of the options will be adjusted to fair value at each balance sheet date thereafter until the awards are settled with the adjustment recognized in the Consolidated Statements of Operations.

For purposes of Nielsen’s consolidated financial statements, Nielsen recorded share-based payment expense from Nielsen BuzzMetrics’ options of $5 million (including the modification charge of $4 million) for the period from May 24, 2006 to December 31, 2006 and $0.2 million for the period from February 14, 2006 to May 23, 2006. As of December 31, 2006, there was $1 million of total unrecognized compensation cost which will vest over a period of four years.

The Black-Scholes option pricing model was used to determine the fair value. The weighted average assumptions used were a peer group volatility of 50.04%, expected term of 5.63 years, and a market risk-free interest rate of 4.44%.

A summary of Nielsen BuzzMetrics’ option activity is as follows:

	Number of Options		Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (in years)
Predecessor
Outstanding at February 14, 2006 (1)	1,459,581		$	1.69
Granted	848,600			3.36
Exercised	(132,546	)		0.11
Forfeited	(36,440	)		2.57
Outstanding at May 23, 2006	2,139,195			2.44
Successor
Granted	79,000			4.91
Exercised	(149,415	)		0.32
Forfeited	(117,916	)		2.99
Outstanding at December 31, 2006	1,950,864			2.67	8.30
Exercisable at December 31, 2006	747,403			1.73	7.28

(1) Nielsen consolidated Nielsen BuzzMetrics starting on February 14, 2006 upon obtaining control.

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The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

The weighted-average grant date fair value of options granted during the periods from May 24, 2006 to December 31, 2006 and from February 14, 2006 to May 23, 2006 was $2.68 and $1.81, respectively.

The aggregate intrinsic value of options outstanding as December 31, 2006 was $5 million.

The aggregate fair value of options vested for the periods from May 24, 2006 to December 31, 2006 was $1 million and from February 14, 2006 to May 23, 2006 was $2 million.

14. Income Taxes

The components of income/(loss) from continuing operations before income taxes, equity in net income of affiliates and minority interests, were:

	Successor			Predecessor
	May 24 – December 31, 2006			January 1 – May 23, 2006			Year ended December 31,
(IN MILLIONS)							2005			2004
Income/(loss) from continuing operations before income taxes and minority interests	$	(384	)	$	25		$	203		$	318
Less: Equity in net income of affiliates		6			6			9			7
Income/(loss) from continuing operations before income taxes, equity in net income of affiliates and minority interests	$	(390	)	$	19		$	194		$	311
Dutch	$	(72	)	$	(84	)	$	(101	)	$	162
Non-Dutch		(318	)		103			295			149
Total	$	(390	)	$	19		$	194		$	311

The above amounts for Dutch and non-Dutch activities were determined based on the location of the taxing authorities.

The provision/(benefit) for income taxes attributable to income/(loss) from continuing operations before income taxes, equity in net income of affiliates and minority interests consisted of:

	Successor			Predecessor
	May 24 – December 31 2006			January 1 – May 23 2006			Year ended December 31,
(IN MILLIONS)							2005			2004
Current:
Dutch	$	20		$	(8	)	$	(77	)	$	41
Non-Dutch		68			14			60			80
		88			6			(17	)		121
Deferred:
Dutch		(3	)		1			0			(65	)
Non-Dutch		(190	)		32			48			(11	)
		(193	)		33			48			(76	)
Total	$	(105	)	$	39		$	31		$	45

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The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

The Company’s provision for income taxes for the periods May 24 to December 31, 2006 and January 1 to May 23, 2006 and years ended December 31, 2005 and 2004 was different from the amount computed by applying the statutory Dutch federal income tax rates to income/(loss) from continuing operations before income taxes, equity in net income of affiliates and minority interests as a result of the following:

	% of Earnings Before Income Taxes
	Successor			Predecessor
	May 24 – December 31, 2006			January 1 – May 23, 2006			Year ended December 31,
(IN MILLIONS)							2005			2004
Income/(loss) from continuing operations before income taxes, equity in net income of affiliates and minority interests	$	(390	)	$	19		$	194		$	311
Dutch statutory tax rate		29.6	%		29.6	%		31.5	%		34.5	%
Provision/(benefit) for income taxes at the Dutch statutory rate	$	(115	)	$	6		$	61		$	107
Effect of subpart F income		17			—			5			14
Effect of operations in non-Dutch jurisdictions		(34	)		5			9			(6	)
U.S. state and local taxation		(9	)		7			17			19
Effect of Dutch inter-company finance activities		(22	)		16			15			(52	)
Change of estimates for contingent tax matters		26			(3	)		(81	)		(4	)
Change of estimates for other tax positions		—			(6	)		(27	)		—
Change for valuation allowances		—			13			22			(32	)
Non-deductible interest expense		28			—			—			—
Other, net		4			1			10			(1	)
Total provision/(benefit) for income taxes	$	(105	)	$	39		$	31		$	45
Effective tax rate		(26.9	)%		205.3	%		16.0	%		14.5	%

In the Netherlands, the Company is taxed under a favorable tax regime which results in certain current earnings being taxed at an effective rate of approximately 10%. Future changes to the Company’s operations and financing activities, including those related to the Valcon Acquisition, may result in changes to the favorable Dutch tax regime arrangements.

The total effective tax rate for the period from May 24, 2006 to December 31, 2006 was lower than the Dutch statutory rate primarily due to the lack of income tax benefit on the one-time interest expense related to the Valcon senior secured bridge facility. The rate in the 2006 Successor period was also influenced by changes in estimates related to global tax contingencies.

The total effective tax rate for the period from January 1, 2006 to May 23, 2006 was higher than the Dutch statutory tax rate primarily due to the low tax benefit under the favorable tax regime in the Netherlands on certain of the transaction costs related to the Valcon Acquisition and payments to IMS Health (see Note 16). The effective tax rate in the period from January 1, 2006 to May 23, 2006 and in the years ended December 31, 2005 and 2004 is also influenced by losses in jurisdictions where no tax benefit was recognized due to increases in valuation allowances.

The 2005 total effective tax rate was impacted by the release of provisions for certain income tax exposures as a result of the completion of a tax audit in the Netherlands resulting in a settlement of certain items affecting the years 2000 through 2006. These issues were primarily related to the Dutch taxation of the Company’s

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The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

financing activities. Furthermore, the Company reduced the provision for other income tax exposures related to transfer-pricing issues based on the expiration of various jurisdictional statutes of limitation and the successful defense of the inter-company charges in tax audits in several jurisdictions. The effective tax rate was also influenced by releases of valuation allowances on deferred tax assets, as several jurisdictions were able to demonstrate the ability to realize these assets, and by other favorable adjustments related to the finalization of the Dutch income tax returns. Finally, the 2005 rate was adversely impacted by the lower tax benefit related to the favorable Dutch tax regime on the loss on the repurchase of debt in 2005.

The lower total effective tax rate in 2004 is primarily due to a change in the mix of Dutch vs. non-Dutch earnings and to reversals of certain valuation allowances that were no longer required.

The components of current and non-current deferred income tax assets/(liabilities) were:

	Successor			Predecessor
(IN MILLIONS)	December 31, 2006			December 31, 2005
Deferred tax assets (on balance):
Net operating loss carryforwards	$	331		$	192
Interest expense limitation		17			73
Deferred compensation		33			30
Deferred revenues / costs		36			41
Fixed asset depreciation		—			12
Employee benefits		71			60
Tax credit carryforwards		38			24
Other assets		60			28
		586			460
Valuation allowances		(179	)		(215	)
Deferred tax assets, net of valuation allowances		407			245
Deferred tax liabilities (on balance):
Intangible assets		(2,108	)		(635	)
Computer software		(75	)		(71	)
		(2,183	)		(706	)
Net deferred tax liability	$	(1,776	)	$	(461	)
Recognized as:
Deferred income taxes, current	$	19		$	72
Deferred income taxes, non-current		(1,795	)		(533	)
Total	$	(1,776	)	$	(461	)
Deferred tax assets—current and non-current	$	125		$	151
Deferred tax liabilities—current and non-current		(1,901	)		(612	)
Net deferred tax liability	$	(1,776	)	$	(461	)

In connection with the purchase accounting for the Valcon Acquisition, the acquired assets, including identifiable intangible assets, and liabilities were recorded at fair market value. Differences between the fair market values and income tax basis for certain of the acquired assets, primarily identifiable intangible assets, resulted in an increase in the Company’s deferred income tax liability balance.

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The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

At December 31, 2006 and 2005, the Company had net operating loss carryforwards of approximately $928 million and $868 million, respectively, that will begin to expire in 2009, of which approximately $660 million relates to the U.S. In addition, the Company had tax credit carryforwards of approximately $39 million and $24 million at December 31, 2006 and 2005, respectively, which will begin to expire in 2014. Due to the uncertainty of achieving sufficient profits to utilize certain of these operating loss carryforwards and tax credit carryforwards, the Company currently believes it is more likely than not that a portion of these losses will not be realized. Therefore, the Company has recorded a valuation allowance of approximately $172 million and $134 million at December 31, 2006 and 2005, respectively, related to these net operating loss carryforwards and tax credit carryforwards. In addition, the Company has established valuation allowances of $7 million and $82 million, at December 31, 2006 and 2005, respectively, on deferred tax assets related to other temporary differences, which the Company currently believes will not be realized.

As of December 31, 2006, the portion of the valuation allowance relating to deferred tax assets and net operating losses, for which subsequently recognized tax benefits will generally be allocated to reduce goodwill is $82 million.

As of December 31, 2005, the Company had approximately, $716 million of undistributed earnings of the foreign subsidiaries of certain of the Company’s U.S. operations. Income taxes were not provided for the effect of distributing these earnings, as the Company had invested or expected to invest these undistributed earnings indefinitely. As a result of the Valcon Acquisition, as of December 31, 2006, Nielsen management’s intent is to repatriate all undistributed earnings in excess of the reasonable working capital needs of these non-U.S. subsidiaries, if practicable and within the limitations that may be imposed under the local laws that govern the subsidiaries. As of December 31, 2006, the Company determined, based on the above principles, that approximately $466 million of the accumulated earnings of these subsidiaries is not deemed to be permanently reinvested abroad. Accordingly, the Company has provided approximately $20 million in withholding taxes that would be imposed on the repatriation of these earnings. No additional U.S. income taxes would be due based on currently available net operating loss and tax credit carryforwards. As discussed in Note 3, the allocation of the purchase price in connection with the Valcon Acquisition is preliminary, and, accordingly, any changes thereto may result in changes to current and deferred income taxes.

Under its existing accounting policies, the Company establishes liabilities for possible assessments by taxing authorities resulting from known income tax exposures including, but not limited to, inter-company transfer pricing, and various other income tax matters. Such amounts represent a reasonable provision for income taxes ultimately expected to be paid. The amounts recognized for these income tax uncertainties may be adjusted as more information becomes available in future periods.

15. Investments in Affiliates and Related Party Transactions

On October 13, 2006, Nielsen completed the sale of its 34.3% interest in Solucient LLC to the Thomson Corporation. Proceeds from the sale were comprised of $77 million in cash and $11 million payable over the eighteen month period from closing, at the rate of one-third every six months, plus interest. No gain or loss was recognized on the sale because the sale price approximated the carrying value of the investment.

As of December 31, 2006 and 2005, Nielsen had investments in affiliates of $177 million and $181 million, respectively.

Nielsen’s significant investments in affiliates and its percentage of ownership as of December 31, 2006 and 2005 were comprised of the 51% non-controlling ownership interest in Scarborough Research (“Scarborough”), a 50% ownership interest in VNU Exhibitions Europe bv and a 50% ownership interest in AGB Nielsen Media Research bv.

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The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

AGB Nielsen Media Research bv was formed in March 2005 by merging Nielsen’s wholly owned international television audience measurement business with the Kantar Media Research owned AGB Group operations. Nielsen’s investment comprised of $67 million of cash and an in kind contribution of Nielsen’s international television audience measurement companies, with a carrying value of approximately $34 million. As of March 1, 2005, Nielsen deconsolidated its international television audience measurement companies, and began accounting for its investment in this joint venture under the equity method.

During 2004, Nielsen divested its interest in World Directories. Income from these investments are recorded as a component of discontinued operations in 2005 and 2004. Investments in affiliates held by World Directories as of January 1, 2004 in Portugal, South Africa and Puerto Rico were divested in 2004.

Related Party Transactions with Affiliates

Nielsen and Scarborough enter into various related party transactions in the ordinary course of business, including Nielsen’s providing certain general and administrative services to Scarborough. Nielsen pays royalties to Scarborough for the right to include Scarborough data in Nielsen products sold directly to Nielsen customers. Additionally, Nielsen sells various Scarborough products directly to its clients, for which it receives a commission from Scarborough. As a result of these transactions Scarborough made payments to Nielsen of $12 million, $9 million, $11 million and $14 million for the periods ended May 24, 2006 to December 31, 2006 and January 1, 2006 to May 23, 2006 and for the years ended December 31, 2005 and 2004, respectively. Obligations between Nielsen and Scarborough are settled in cash, on a monthly basis in the ordinary course of business and amounts outstanding were not material at December 31, 2006 or 2005.

Nielsen and its subsidiaries have entered into various related party transactions with AGB Nielsen Media Research, covering services to and from AGB Nielsen Media Research, including the licensing of the Nielsen trademark, software and databases, and certain administrative services. These related party transactions resulted in a net receivable of $12 million and $5 million at December 31, 2006 and 2005, respectively.

Other Related Party Transactions

In March 2002, with the relocation to the United States of the former Chairman of the Executive Board and his family, the former Chairman of the Executive Board received a home mortgage loan from Nielsen in the amount of $4 million. The loan, which is denominated in U.S. Dollars, accrues interest at the rate of 6.0% per year and is collateralized by the home. Interest is due at the time that the loan is repaid, which can be no later than July 1, 2007. If at that time the value of the home is not sufficient to cover the amount of this loan plus accrued interest, Nielsen will absorb the difference plus any required income taxes that would be payable by the former Chairman. The carrying value of the loan receivable and accrued interest is $5 million, included in other current assets, and $5 million, included in non-current assets, at December 31, 2006 and 2005, respectively.

Transactions with Sponsors

In connection with the Valcon Acquisition and related debt financing, Valcon paid the Sponsors $131 million in fees and expenses for financial and structuring advice and analysis as well as assistance with due diligence investigations and debt financing negotiations. These costs were allocated as debt issuance costs or included in the overall purchase price of the Valcon Acquisition based on the specific nature of the services performed.

In connection with the Valcon Acquisition, two of Nielsen’s subsidiaries and the Sponsors entered into Advisory Agreements, which provide for an annual management fee, in connection with planning, strategy, oversight and support to management, and are payable quarterly and in advance to each Sponsor, on a pro rata

F-51

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

basis, for the eight year duration of the agreements, as well as reimbursements for each Sponsor’s respective out-of-pocket expenses in connection with the management services provided under the agreement. Annual management fees are $10 million in the first year starting on the effective date of the Valcon Acquisition, and increases by 5% annually thereafter.

The Advisory Agreements provide that upon the consummation of a change in control transaction or an initial public offering in excess of $200 million, each of the Sponsors will receive, in lieu of quarterly payments of the annual management fee, a fee equal to the net present value of the aggregate annual management fee that would have been payable to the Sponsors during the remainder of the term of the agreements (assuming an eight year term of the agreements), calculated using the treasury rate having a final maturity date that is closest to the eighth anniversary of the date of the agreements.

The Advisory Agreements also provide that Nielsen will indemnify the Sponsors against all losses, claims, damages and liabilities arising in connection with the management services provided by the Sponsors under the fee agreement.

For the period from May 24, 2006 to December 31, 2006, the Company recorded $6 million in selling, general and administrative expenses related to these management fees and $1 million related to Sponsor travel and consulting.

Short-term debt includes a $20 million loan payable to Valcon Acquisition Holding bv, the direct parent of Valcon.

16. Commitments and Contingencies

Leases and Other Contractual Arrangements

Nielsen has entered into operating leases and other contractual obligations to secure real estate facilities, agreements to purchase data processing services and leases of computers and other equipment used in the ordinary course of business and various outsourcing contracts. These agreements are not unilaterally cancelable by Nielsen, are legally enforceable and specify fixed or minimum amounts or quantities of goods or services at fixed or minimum prices.

At December 31, 2006, the minimum annual payments under these agreements that have initial or remaining non-cancelable terms in excess of one year are listed in the following table:

	For the Years Ending December 31,
(IN MILLIONS)	2007		2008		2009		2010		2011		Thereafter		Total
Operating leases	$	122	$	100	$	88	$	76	$	67	$	194	$	647
Other contractual obligations		151		88		55		43		13		3		353
Total	$	273	$	188	$	143	$	119	$	80	$	197	$	1,000

The amounts presented above represent the minimum future annual services covered by purchase obligations including data processing, building maintenance, equipment purchasing, photocopiers, land and mobile telephone service, computer software and hardware maintenance, and outsourcing.

Total expenses incurred under operating leases were $81 million, $51 million, $140 million and $141 million for the periods from May 24, 2006 to December 31, 2006 and January 1, 2006 to May 23, 2006 and for the years ended December 31, 2005 and 2004, respectively. Nielsen recognized rental income received under

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The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

subleases of $8 million, $5 million, $14 million and $14 million for the periods from May 24, 2006 to December 31, 2006 and January 1, 2006 to May 23, 2006 and for the years ended December 31, 2005 and 2004, respectively. At December 31, 2006, Nielsen had aggregate future minimum rental income to be received under non-cancelable subleases of $95 million.

Nielsen also had minimum commitments under non-cancelable capital leases (see Note 11).

Guarantees and Other Contingent Commitments

At December 31, 2006, Nielsen was committed under the following guarantee arrangements:

Sub-lease guarantees

Nielsen provides sub-lease guarantees in accordance with certain agreements pursuant to which Nielsen guarantees all rental payments upon default of rental payment by the sub-lessee. To date, the Company has not been required to perform under such arrangements, does not anticipate making any significant payments related to such guarantees and, accordingly, no amounts have been recorded.

Letters of credit

Letters of credit issued and outstanding amount to $3 million.

Indemnification agreements

In connection with the sale of Directories in 2004, Nielsen has an exposure under a tax indemnity guarantee with the acquirer, pursuant to which Nielsen has agreed to pay any tax obligations relating to periods prior to the sale. Nielsen has accrued $32 million relating to this indemnity at December 31, 2006.

Contingent consideration

Nielsen is obligated to provide additional consideration in a business combination to the seller if contractually specified conditions related to the acquired entity are achieved. At December 31, 2006, Nielsen had total maximum exposure for future estimated payments of $24 million, of which $4 million is based on continued employment and being expensed over the respective periods. An amount of $1 million was recognized as selling, general and administrative expenses in the period from May 24, 2006 to December 31, 2006.

Nielsen has no material liabilities for other guarantees arising in the normal course of business at December 31, 2006.

Termination Agreement Nielsen—IMS Health

On November 17, 2005, Nielsen and IMS Health Inc. (“IMS Health”) announced their agreement to terminate the planned merger of the two companies. Under the terms of the termination agreement, among other things, Nielsen agreed to pay an amount of $45 million to IMS Health should Nielsen be acquired pursuant to any agreement entered into within the 12 months following the termination. For its part, IMS Health agreed to pay Nielsen $15 million should IMS Health be acquired pursuant to any agreement entered into within the 12 months following the termination. On May 24, 2006, due to the consummation of the Valcon Acquisition, Nielsen made the $45 million payment to IMS Health.

F-53

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

Legal Proceedings and Contingencies

Nielsen is subject to litigation and other claims in the ordinary course of business.

D&B Legacy Tax Matters

In November 1996, D&B, then known as The Dun & Bradstreet Corporation (“Old D&B”) separated into three public companies by spinning off the ACNielsen Corporation (“ACNielsen”) and Cognizant Corporation (“Cognizant”) (the “1996 Spin-Off”).

In June 1998, Old D&B changed its name to R.H. Donnelley Corporation (“Donnelley”) and spun-off The Dun & Bradstreet Corporation (“New D&B”) (the “D&B Spin”), and Cognizant changed its name to Nielsen Media Research, Inc. (“NMR”), now part of Nielsen, and spun-off IMS Health (the “Cognizant Spin”). In September 2000, New D&B changed its name to Moody’s Corporation (“Moody’s”) and spun-off a company now called The Dun & Bradstreet Corporation (“Current D&B”) (the “Moody’s spin”). In November 1999, Nielsen acquired NMR and in 2001 Nielsen acquired ACNielsen.

Pursuant to the agreements affecting the 1996 Spin-Off, among other things, certain liabilities, including certain contingent liabilities and tax liabilities arising out of certain prior business transactions (the “D&B Legacy Tax Matters”), were allocated among Old D&B, ACNielsen and Cognizant. The agreements provide that any disputes regarding these matters are subject to resolution by arbitration.

As a result of the Cognizant Spin, IMS Health and NMR agreed they would share equally Cognizant’s share of liability arising out of the D&B Legacy Tax Matters after IMS Health paid the first $0.1 million of such liability.

In connection with the acquisition of NMR, Nielsen recorded in 1999, a liability for NMR’s aggregate liability for payments related to the D&B Legacy Tax Matters. Currently the parties are in arbitration over one tax related dispute. Nielsen believes it has adequately provided for any remaining liability related to these matters.

Effective February 16, 2006, Nielsen entered into a settlement agreement of the 1996 antitrust litigation brought by Information Resources, Inc. The settlement resulted in a complete dismissal of all claims against the Company. Under the settlement agreement, Nielsen agreed to a payment of $55 million which, after tax, resulted in a $35 million charge to 2005 earnings, since this settlement provided evidence of conditions that existed at the 2005 balance sheet date.

erinMedia

erinMedia, llc (“erinMedia”) filed a lawsuit in federal district court in Tampa, Florida on June 16, 2005. The suit alleges that Nielsen Media Research Inc., a wholly owned subsidiary of Nielsen, violated Federal and Florida state antitrust laws by attempting to maintain a monopoly in the market for producing national television audience measurement data. The complaint does not specify the amount of damages sought, but does request that the court terminate NMR’s contracts with the four major national broadcast television networks. On November 17, 2005, the court granted NMR’s motion to dismiss in part, and dismissed erinMedia’s affiliated company, ReacTV, and its claims. The case is now in discovery on the remaining claims by erinMedia.

On January 11, 2006, erinMedia filed a related action against NMR alleging violations of federal and state false advertising and unfair competition law. By order dated January 24, 2007, the court dismissed this action, without prejudice, upon stipulation of the parties. Although it is too early to predict the outcome of the original case, Nielsen believes the action is without merit.

F-54

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

Except as described above, there are no other pending actions, suits or proceedings against or affecting Nielsen which, if determined adversely to Nielsen, would in its view, individually or in the aggregate, have a material effect on Nielsen’s business, consolidated financial position, results of operations and prospects.

17. Segments

Nielsen classifies its business interests into three reportable segments: Marketing Information, consisting principally of market research and analysis and marketing and sales advisory services; Media Measurement & Information, consisting principally of television ratings, television, radio and internet audience and advertising measurement and research and analysis in various facets of the entertainment and media sectors, and Nielsen Business Media, consisting principally of business publications, both in print and online, trade shows, events and conferences and information databases and websites. Corporate consists principally of unallocated, corporate items. Prior to its sale, Nielsen considered Directories a reportable segment.

Information with respect to the operations of each Nielsen business segment is set forth below based on the nature of the products and services offered and geographic areas of operations. The accounting policies of the business segments are the same as those described in Note 1. In the following tables “Corporate” includes the elimination of intersegment revenues.

Business Segment Information

	Successor			Predecessor
(IN MILLIONS)	May 24 – December 31, 2006			January 1 – May 23, 2006			Year ended December 31,
							2005			2004
Revenues
Marketing Information (1)	$	1,465		$	905		$	2,359		$	2,224
Media Measurement & Information		819			507			1,213			1,112
Nielsen Business Media		266			216			490			479
Corporate		(2	)		(2	)		(3	)		(1	)
Total	$	2,548		$	1,626		$	4,059		$	3,814

(1) Includes retail measurement revenues of $1,004 million, $604 million, $1,544 million and $1,474 million for the periods from May 24, 2006 to December 31, 2006 and January 1, 2006 to May 23, 2006 and for the years ended December 31, 2005 and 2004, respectively.

	Successor		Predecessor
(IN MILLIONS)	May 24 – December 31, 2006		January 1 – May 23, 2006		Year ended December 31,
					2005		2004
Depreciation and amortization
Marketing Information	$	121	$	61	$	160	$	150
Media Measurement & Information		102		47		106		99
Nielsen Business Media		25		12		30		31
Corporate		9		6		16		17
Total	$	257	$	126	$	312	$	297

F-55

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

	Successor		Predecessor
	May 24 – December 31, 2006		January 1 – May 23, 2006		Year ended December 31,
(IN MILLIONS)					2005		2004
Restructuring costs
Marketing Information	$	43	$	1	$	6	$	25
Media Measurement & Information		—		—		—		—
Nielsen Business Media		6		—		—		—
Corporate		19		6		—		11
Total	$	68	$	7	$	6	$	36

	Successor			Predecessor
(IN MILLIONS)	May 24 – December 31, 2006			January 1 – May 23, 2006			Year ended December 31,
							2005			2004
Operating income
Marketing Information	$	46		$	28		$	182		$	155
Media Measurement & Information (1)		145			95			228			45
Nielsen Business Media		26			51			89			76
Corporate		(108	)		(117	)		(126	)		(23	)
Total	$	109		$	57		$	373		$	253

(1) Includes goodwill impairment of $135 million in the Entertainment reporting unit in 2004. See Note 1.

	Successor		Predecessor
(IN MILLIONS)	May 24 – December 31, 2006		January 1 – May 23, 2006		Year Ended December 31,
					2005		2004
Interest income
Marketing Information	$	5	$	4	$	8	$	8
Media Measurement & Information		5		2		5		4
Nielsen Business Media		—		—		1		—
Corporate		1		2		7		4
Total	$	11	$	8	$	21	$	16
	Successor		Predecessor
(IN MILLIONS)	May 24 – December 31, 2006		January 1 – May 23, 2006		Year Ended December 31,
					2005		2004
Interest expense
Marketing Information	$	6	$	1	$	4	$	4
Media Measurement & Information		8		8		18		16
Nielsen Business Media		—		—		—		—
Corporate		358		39		108		120
Total	$	372	$	48	$	130	$	140

F-56

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

	Successor		Predecessor
	May 24 – December 31, 2006		January 1 – May 23, 2006		Year ended December 31,
(IN MILLIONS)					2005			2004
Equity in net income of affiliates
Marketing Information	$	—	$	—	$	(3	)	$	(5	)
Media Measurement & Information		6		2		8			10
Nielsen Business Media		—		4		4			2
Corporate		—		—		—			—
Total	$	6	$	6	$	9		$	7

	Successor		Predecessor
(IN MILLIONS)	December 31, 2006		December 31, 2005
Total assets
Marketing Information	$	7,014	$	4,121
Media Measurement & Information		6,327		3,827
Nielsen Business Media		2,244		1,383
Corporate (1)		514		1,332
Total	$	16,099	$	10,663

(1) Includes cash of $198 million and $642 million and derivative instruments of $1 million and $421 million for 2006 and 2005, respectively.

	Successor		Predecessor
(IN MILLIONS)	December 31, 2006		December 31, 2005
Total liabilities
Marketing Information	$	1,881	$	1,387
Media Measurement & Information		990		792
Nielsen Business Media		358		305
Corporate (1)		8,851		2,740
Total	$	12,080	$	5,224

(1) Includes debt of $7,684 million and $2,331 million for 2006 and 2005, respectively.

	Successor		Predecessor
	May 24 – December 31, 2006		January 1 – May 23, 2006		Year ended December 31,
(IN MILLIONS)					2005		2004
Capital expenditures
Marketing Information	$	79	$	32	$	109	$	101
Media Measurement & Information		78		32		118		145
Nielsen Business Media		4		2		4		4
Corporate and other		6		3		7		19
Total	$	167	$	69	$	238	$	269

F-57

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

Geographic Segment Information

Successor

(IN MILLIONS)	Revenues (1)		Operating Income/(Loss)			Long-lived Assets (2)
May 24, 2006 through December 31, 2006
United States	$	1,468	$	11		$	9,679
Other Americas		237		43			957
The Netherlands		22		33			10
Other Europe, Middle East & Africa		580		(13	)		2,056
Asia Pacific		241		35			258
Total	$	2,548	$	109		$	12,960

Predecessor

(IN MILLIONS)	Revenues (1)		Operating Income/(Loss)			Long-lived Assets (2)
January 1, 2006 through May 23, 2006
United States	$	962	$	105		$	5,508
Other Americas		145		31			427
The Netherlands		12		(97	)		107
Other Europe, Middle East & Africa		364		11			1,179
Asia Pacific		143		7			368
Total	$	1,626	$	57		$	7,589

(IN MILLIONS)	Revenues (1)		Operating Income/(Loss)			Long-lived Assets (2)
2005
United States	$	2,343	$	278		$	5,514
Other Americas		329		71			419
The Netherlands		33		(46	)		93
Other Europe, Middle East & Africa		978		38			1,093
Asia Pacific		376		32			372
Total	$	4,059	$	373		$	7,491
(IN MILLIONS)	Revenues (1)		Operating Income/(Loss)			Long-lived Assets (2)
2004
United States	$	2,190	$	178		$	5,667
Other Americas		278		48			373
The Netherlands		63		(46	)		117
Other Europe, Middle East & Africa		921		51			1,225
Asia Pacific		362		22			403
Total	$	3,814	$	253		$	7,785

(1) Revenues are attributed to geographic areas based on the location of customers.

(2) Long-lived assets include property, plant and equipment, goodwill and other intangible assets.

F-58

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

18. Additional Financial Information

Other non-current assets

	Successor		Predecessor
(IN MILLIONS)	December 31, 2006		December 31, 2005
Deferred financing fees	$	116	$	4
Other deferred costs		228		66
Equity securities		24		25
Mutual funds		17		89
Equity method investments		177		181
Other		156		129
Total other non-current assets	$	718	$	494

Accounts payable and other current liabilities

	Successor		Predecessor
(IN MILLIONS)	December 31, 2006		December 31, 2005
Trade payables	$	107	$	119
Personnel costs		342		285
Outside services		102		96
Cooperation payments		58		47
Payroll taxes and social benefits		78		76
Interest payable		113		43
Other current liabilities		188		161
Total accounts payable and other current liabilities	$	988	$	827

Other non-current liabilities

	Successor		Predecessor
	December 31, 2006		December 31, 2005
(IN MILLIONS)
Pension and other benefit obligations	$	204	$	148
Deferred compensation		49		103
Other		119		122
Total other non-current liabilities	$	372	$	373

19. Subsequent Events

Nielsen//NetRatings Merger Agreement

On February 5, 2007, Nielsen and Nielsen//NetRatings announced they had entered into a merger agreement by which Nielsen, which already owns approximately 60% of Nielsen//NetRatings, would acquire the Nielsen//NetRatings shares it does not currently own at a price of $21.00 per share in cash, for a total purchase price of approximately $327 million. The merger is expected to be completed in the second quarter of 2007, and is

F-59

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

subject to customary conditions and approvals. The transaction is subject to the approval of the Nielsen//NetRatings shareholders, but Nielsen has agreed to vote all its shares in favor of the merger, thereby assuring shareholder approval of the merger.

Sale of Business Media Europe and Mandatory Debt Repayment

On February 8, 2007, Nielsen announced it had completed the sale of its Business Media Europe (BME) unit for $414 million. The Company’s stake in VNU Exhibitions Europe bv, a joint venture that produces trade shows mainly in the Netherlands and China, was not included in the sale.

On February 9, 2007, Nielsen applied $328 million of the proceeds from the sale of BME towards a mandatory pre-payment on the Euro senior secured term loan facility. By making this pre-payment, Nielsen will no longer be required to pay the scheduled quarterly installments for the remainder of the term of the Euro senior secured term loan facility.

Senior Secured Term Loan Facilities

Effective January 22, 2007, Nielsen has agreed a 50 and 25 basis point reduction of the applicable margin on its U.S. Dollar and Euro senior secured term loan facilities, respectively.

Event (Unaudited) Subsequent to the Date of the Reports of Independent Registered Public Accounting Firms

On April 30, 2007, the Company announced an agreement in principle to acquire the remaining BuzzMetrics’ shares subject to the execution of a definitive agreement.

20. Guarantor Financial Information

The following supplemental financial information sets forth on for the Company, its subsidiaries that have issued certain debt securities (the “Issuers”) and its guarantor and non-guarantor subsidiaries, all as defined in the credit agreements, the consolidating balance sheet as of December 31, 2006 and consolidating statements of operations and cash flows for the period May 24, 2006 to December 31, 2006 and the consolidating balance sheet as of December 31, 2005 and consolidating statements of operations and cash flows for the period January 1, 2006 to May 23, 2006 and for the years ended December 31, 2005 and 2004. This supplemental guarantor financial information included herein complies with Rule 10-01 of Regulation S-X concerning the form and content of the consolidating financial statements. The Senior Notes and the Senior Subordinated Discount Notes are jointly and severally guaranteed on an unconditional basis by Nielsen and, each of the direct and indirect wholly-owned subsidiaries of Nielsen, including VNU Intermediate Holding bv, VNU Holding and Finance bv, VNU Holdings bv, VNU International bv, VNU Services bv, ACN Holdings, Inc., The Nielsen Company (US) Inc. and the wholly-owned subsidiaries thereof, including the wholly owned U.S. subsidiaries of ACN Holdings, Inc. and Nielsen, Inc., in each case to the extent that such entities provide a guarantee under the senior secured credit facilities. The issuers are Nielsen Company bv and the subsidiary issuers (Nielsen Finance LLC and Nielsen Finance Co.), both wholly-owned subsidiaries of ACN Holdings, Inc. and subsidiary guarantors of the debt issued by Nielsen.

Nielsen is a holding company and does not have any material assets or operations other than ownership of the capital stock of its direct and indirect subsidiaries. All of Nielsen’s operations are conducted through its subsidiaries, and, therefore, Nielsen is expected to continue to be dependent upon the cash flows of its subsidiaries to meet its obligations.

F-60

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

The Nielsen Company bv

Consolidated Balance Sheet (Successor)

December 31, 2006

	Parent			Issuers			Guarantor		Non-Guarantor		Elimination			Consolidated
Assets:
Current assets
Cash and cash equivalents	$	4		$	—		$	211	$	416	$	—		$	631
Marketable securities		—			—			14		137		—			151
Trade and other receivables, net		(3	)		—			346		397		—			740
Prepaid expenses and other current assets		—			23			167		57		—			247
Intercompany receivables		318			123			347		334		(1,122	)		—
Assets of discontinued operations		—			—			—		545		—			545
Total current assets		319			146			1,085		1,886		(1,122	)		2,314
Non-current assets
Property, plant and equipment, net		—			—			361		163		—			524
Goodwill		—			—			4,976		1,688		—			6,664
Other intangible assets, net		—			—			4,419		1,353		—			5,772
Derivative financial instruments		—			1			—		—		—			1
Deferred tax assets		4			24			25		53		—			106
Other non-current assets		17			104			438		159		—			718
Equity investment in subsidiaries		3,995			—			4,561		—		(8,556	)		—
Intercompany loans		699			6,630			588		1,408		(9,325	)		—
Total assets	$	5,034		$	6,905		$	16,453	$	6,710	$	(19,003	)	$	16,099
Liabilities, minority interests and shareholders’ equity
Current liabilities
Accounts payable and other current liabilities	$	77		$	88		$	348	$	475	$	—		$	988
Deferred revenues		—			—			249		202		—			451
Income tax liabilities		12			—			176		64		—			252
Current portion of long-term debt, capital lease obligations and other short-term borrowings		—			52			74		86		—			212
Intercompany payables		42			155			707		218		(1,122	)		—
Liabilities of discontinued operations		—			—			—		143		—			143
Total current liabilities		131			295			1,554		1,188		(1,122	)		2,046
Non-current liabilities
Long-term debt and capital lease obligations		982			6,629			119		31		—			7,761
Deferred tax liabilities		—			—			1,882		19		—			1,901
Intercompany loans		—			—			8,696		629		(9,325	)		—
Other non-current liabilities		7			—			207		158		—			372
Total liabilities		1,120			6,924			12,458		2,025		(10,447	)		12,080
Minority interests		—			—			—		105		—			105
Total shareholders’ equity		3,914			(19	)		3,995		4,580		(8,556	)		3,914
Total liabilities, minority interests and shareholders’ equity	$	5,034		$	6,905		$	16,453	$	6,710	$	(19,003	)	$	16,099

F-61

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

The Nielsen Company bv

Consolidated Balance Sheet (Predecessor)

December 31, 2005

	Parent		Issuers		Guarantor		Non-Guarantor		Elimination			Consolidated
Assets:
Current assets
Cash and cash equivalents	$	6	$	—	$	634	$	379	$	—		$	1,019
Marketable securities		—		—		—		123		—			123
Trade and other receivables, net		—		—		333		430		—			763
Prepaid expenses and other current assets		1		—		365		70		—			436
Intercompany receivables		41		—		146		248		(435	)		—
Total current assets		48		—		1,478		1,250		(435	)		2,341
Non-current assets
Property, plant and equipment, net		1		—		339		164		—			504
Goodwill		—		—		3,590		1,433		—			5,023
Other intangible assets, net		—		—		1,452		512		—			1,964
Derivative financial instruments		—		—		260		—		—			260
Deferred tax assets		7		—		23		47		—			77
Other non-current assets		107		—		230		157		—			494
Equity investment in subsidiaries		5,269		—		2,946		—		(8,215	)		—
Intercompany loans		2,342		—		546		1,176		(4,064	)		—
Total assets	$	7,774	$	—	$	10,864	$	4,739	$	(12,714	)	$	10,663
Liabilities, minority interests and shareholders’ equity:
Current liabilities
Accounts payable and other current liabilities	$	51	$	—	$	323	$	453	$	—		$	827
Deferred revenues		—		—		266		171		—			437
Income tax liabilities		55		—		113		78		—			246
Current portion of long-term debt, capital lease obligations and other short-term borrowings		631		—		37		63		—			731
Intercompany payables		1		—		239		195		(435	)		—
Total current liabilities		738		—		978		960		(435	)		2,241
Non-current liabilities
Long-term debt and capital lease obligations		1,701		—		273		26		—			2,000
Deferred tax liabilities		—		—		586		24		—			610
Intercompany loans		—		—		3,485		579		(4,064	)		—
Other non-current liabilities		—		—		273		100		—			373
Total liabilities		2,439		—		5,595		1,689		(4,499	)		5,224
Minority interests		—		—		—		104		—			104
Total shareholders’ equity		5,335		—		5,269		2,946		(8,215	)		5,335
Total liabilities, minority interests and shareholders’ equity	$	7,774	$	—	$	10,864	$	4,739	$	(12,714	)	$	10,663

F-62

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

The Nielsen Company bv

Consolidated Statement of Operations (Successor)

For the period from May 24 to December 31, 2006

	Parent			Issuers			Guarantor			Non-Guarantor			Elimination			Consolidated
Revenues	$	—		$	—		$	1,417		$	1,142		$	(11	)	$	2,548
Cost of revenues, exclusive of depreciation and amortization shown separately below		—			—			634			579			(11	)		1,202
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below		23			—			511			378			—			912
Depreciation and amortization		—			—			184			73			—			257
Restructuring costs		—			—			31			37			—			68
Operating (loss)/income		(23	)		—			57			75			—			109
Interest income		47			226			21			36			(319	)		11
Interest expense		(131	)		(230	)		(306	)		(24	)		319			(372	)
Gain on derivative instruments		—			—			5			—			—			5
Loss on early extinguishment of debt		(63	)		—			(2	)		—			—			(65	)
Foreign currency exchange transaction losses		(1	)		(36	)		(32	)		(2	)		—			(71	)
Equity in net income of affiliates		—			—			6			—			—			6
Equity in net loss of subsidiaries		(152	)		—			(24	)		—			176			—
Other (expense)/income, net		(4	)		—			30			(33	)		—			(7	)
(Loss)/income from continuing operations before income taxes and minority interests		(327	)		(40	)		(245	)		52			176			(384	)
Benefit/(provision) for income taxes		31			16			93			(35	)		—			105
Minority interests		—			—			—			—			—			—
(Loss)/income from continuing operations		(296	)		(24	)		(152	)		17			176			(279	)
Discontinued operations, net of tax		—			—			—			(17	)		—			(17	)
Net (loss)/income	$	(296	)	$	(24	)	$	(152	)	$	—		$	176		$	(296	)

F-63

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

The Nielsen Company bv

Consolidated Statement of Operations (Predecessor)

For the period from January 1 to May 23, 2006

	Parent			Issuers		Guarantor			Non-Guarantor			Elimination			Consolidated
Revenues	$	—		$	—	$	932		$	699		$	(5	)	$	1,626
Cost of revenues, exclusive of depreciation and amortization shown separately below		—			—		410			382			(5	)		787
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below		2			—		295			257			—			554
Depreciation and amortization		—			—		82			44			—			126
Transaction costs		82			—		13			—			—			95
Restructuring costs		—			—		7			—			—			7
Operating (loss)/income		(84	)		—		125			16			—			57
Interest income		47			—		12			19			(70	)		8
Interest expense		(49	)		—		(55	)		(14	)		70			(48	)
Loss on derivative instruments		—			—		(9	)		—			—			(9	)
Foreign currency exchange transaction gains/(losses), net		5			—		(8	)		—			—			(3	)
Equity in net income of affiliates		—			—		1			5			—			6
Equity in net income of subsidiaries		64			—		—			—			(64	)		—
Other (expense)/income, net		(5	)		—		24			(5	)		—			14
(Loss)/income from continuing operations before income taxes and minority interests		(22	)		—		90			21			(64	)		25
Benefit/(provision) for income taxes		8			—		(26	)		(21	)		—			(39	)
Minority interests		—			—		—			—			—			—
(Loss)/income from continuing operations		(14	)		—		64			—			(64	)		(14	)
Discontinued operations, net of tax		—			—		—			—			—			—
Net (loss)/income	$	(14	)	$	—	$	64		$	—		$	(64	)	$	(14	)

F-64

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

The Nielsen Company bv

Consolidated Statement of Operations (Predecessor)

For the year ended December 31, 2005

	Parent			Issuers		Guarantor			Non-Guarantor			Elimination			Consolidated
Revenues	$	—		$	—	$	2,284		$	1,788		$	(13	)	$	4,059
Cost of revenues, exclusive of depreciation and amortization shown separately below		—			—		1,003			914			(13	)		1,904
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below		30			—		758			676			—			1,464
Depreciation and amortization		1			—		192			119			—			312
Restructuring costs		—			—		6			—			—			6
Operating (loss)/income		(31	)		—		325			79			—			373
Interest income		221			—		11			63			(274	)		21
Interest expense		(141	)		—		(223	)		(40	)		274			(130	)
Gain on derivative instruments		13			—		—			—			—			13
Loss on early extinguishment of debt		(102	)		—		—			—			—			(102	)
Foreign currency exchange transaction (losses)/gains, net		(7	)		—		18			—			—			11
Equity in net income of affiliates		—			—		5			4			—			9
Equity in net income of subsidiaries		251			—		35			—			(286	)		—
Other (expense)/income, net		(33	)		—		32			9			—			8
Income from continuing operations before income taxes and minority interests		171			—		203			115			(286	)		203
Benefit/(provision) for income taxes		8			—		40			(79	)		—			(31	)
Minority interests		—			—		—			—			—			—
Income from continuing operations		179			—		243			36			(286	)		172
Discontinued operations, net of tax		—			—		8			(1	)		—			7
Net income	$	179		$	—	$	251		$	35		$	(286	)	$	179

F-65

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

The Nielsen Company bv

Consolidated Statement of Operations (Predecessor)

For the year ended December 31, 2004

	Parent			Issuers		Guarantor			Non-Guarantor			Elimination			Consolidated
Revenues	$	—		$	—	$	2,110		$	1,716		$	(12	)	$	3,814
Cost of revenues, exclusive of depreciation and amortization shown separately below		—			—		935			849			(12	)		1,772
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below		(1	)		—		676			646			—			1,321
Depreciation and amortization		1			—		176			120			—			297
Goodwill impairment charges		—			—		135			—			—			135
Restructuring costs		11			—		13			12			—			36
Operating (loss)/income		(11	)		—		175			89			—			253
Interest income		189			—		124			339			(636	)		16
Interest expense		(126	)		—		(353	)		(297	)		636			(140	)
Gain on derivative instruments		178			—		—			—			—			178
Gain on early extinguishment of debt		1			—		—			—			—			1
Foreign currency exchange transaction (losses)/gains, net		(3	)		—		1			—			—			(2	)
Equity in net income of affiliates		—			—		2			5			—			7
Equity in net income of subsidiaries		869			—		111			—			(980	)		—
Other income/(expense), net		3			—		58			(56	)		—			5
Income from continuing operations before income taxes and minority interests		1,100			—		118			80			(980	)		318
Benefit/(provision) for income taxes		23			—		(5	)		(63	)		—			(45	)
Minority interests		—			—		—			5			—			5
Income from continuing operations		1,123			—		113			22			(980	)		278
Discontinued operations, net of tax		—			—		756			89			—			845
Net income	$	1,123		$	—	$	869		$	111		$	(980	)	$	1,123

F-66

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

The Nielsen Company bv

Consolidated Statement of Cash Flows (Successor)

For the period from May 24 to December 31, 2006

	Parent			Issuers			Guarantor			Non-Guarantor			Consolidated
Net cash provided by operating activities	$	23		$	12		$	159		$	238		$	432
Investing activities:
Acquisition of subsidiaries and affiliates, net of cash acquired		—			—			(37	)		(6	)		(43	)
Proceeds from sale of subsidiaries and affiliates, net		—			—			91			—			91
Additions to property, plant and equipment and other assets		—			—			(75	)		(35	)		(110	)
Additions to intangible assets		—			—			(38	)		(19	)		(57	)
Purchases of marketable securities		—			—			—			(63	)		(63	)
Sales and maturities of marketable securities		—			—			—			59			59
Other investing activities		(10	)		—			(10	)		—			(20	)
Net cash used in investing activities		(10	)		—			(69	)		(64	)		(143	)
Financing activities:
Payments to Valcon to settle certain borrowings for the Valcon Acquisition		(5,862	)		—			—			—			(5,862	)
Proceeds from issuances of debt, net of issuance cost		274			6,493			20			—			6,787
Repayments of debt		(1,381	)		(13	)		(155	)		—			(1,549	)
Stock activity of subsidiaries, net		—			—			(2	)		8			6
Increase in other short-term borrowings		—			—			17			17			34
Repurchase of preference shares		(116	)		—			—			—			(116	)
Cash dividends paid to shareholders		(16	)		—			—			—			(16	)
Activity under stock plans		(86	)		—			(5	)		—			(91	)
Settlement of derivatives, intercompany and other financing activities		7,151			(6,492	)		(295	)		(56	)		308
Net cash used in financing activities		(36	)		(12	)		(420	)		(31	)		(499	)
Effect of exchange-rate changes on cash and cash equivalents		—			—			6			2			8
Net (decrease)/increase in cash and cash equivalents		(23	)		—			(324	)		145			(202	)
Cash and cash equivalents at beginning of period		27			—			535			271			833
Cash and cash equivalents at end of period	$	4		$	—		$	211		$	416		$	631

F-67

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

The Nielsen Company bv

Consolidated Statement of Cash Flows (Predecessor)

For the period from January 1 to May 23, 2006

	Parent			Issuers		Guarantor			Non-Guarantor			Consolidated
Net cash (used in)/provided by operating activities	$	(81	)	$	—	$	127		$	33		$	79
Investing activities:
Acquisition of subsidiaries and affiliates, net of cash acquired		—			—		(12	)		(45	)		(57	)
Payments from sale of subsidiaries and affiliates, net		—			—		—			(3	)		(3	)
Additions to property, plant and equipment and other assets		—			—		(29	)		(16	)		(45	)
Additions to intangible assets		—			—		(19	)		(5	)		(24	)
Purchases of marketable securities		—			—		—			(56	)		(56	)
Sales and maturities of marketable securities		—			—		—			71			71
Other investing activities		—			—		—			17			17
Net cash used in investing activities		—			—		(60	)		(37	)		(97	)
Financing activities:
Repayments of debt		(466	)		—		—			—			(466	)
Stock activity of subsidiaries, net		—			—		—			(9	)		(9	)
(Decrease)/increase in other short-term borrowings		—			—		(13	)		7			(6	)
Activity under stock plans		40			—		—			—			40
Settlement of derivatives, intercompany and other financing activities		527			—		(202	)		(113	)		212
Net cash provided by/(used in) financing activities		101			—		(215	)		(115	)		(229	)
Effect of exchange-rate changes on cash and cash equivalents		1			—		49			11			61
Net increase/(decrease) in cash and cash equivalents		21			—		(99	)		(108	)		(186	)
Cash and cash equivalents at beginning of period		6			—		634			379			1,019
Cash and cash equivalents at end of period	$	27		$	—	$	535		$	271		$	833

F-68

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

The Nielsen Company bv

Consolidated Statement of Cash Flows (Predecessor)

For the year ended December 31, 2005

	Parent			Issuers		Guarantor			Non-Guarantor			Consolidated
Net cash provided by operating activities	$	26		$	—	$	286		$	198		$	510
Investing activities:
Acquisition of subsidiaries and affiliates, net of cash acquired		—			—		(148	)		(30	)		(178	)
Proceeds/(payments) from sale of subsidiaries and affiliates, net		—			—		15			(38	)		(23	)
Additions to property, plant and equipment and other assets		—			—		(96	)		(67	)		(163	)
Additions to intangible assets		—			—		(57	)		(18	)		(75	)
Purchases of marketable securities		—			—		—			(122	)		(122	)
Sales and maturities of marketable securities		—			—		—			141			141
Other investing activities		5			—		(2	)		(9	)		(6	)
Net cash provided by/(used in) investing activities		5			—		(288	)		(143	)		(426	)
Financing activities:
Repayments of debt		(1,805	)		—		—			—			(1,805	)
Stock activity of subsidiaries, net		—			—		—			(14	)		(14	)
(Decrease)/increase in other short-term borrowings		(718	)		—		63			(18	)		(673	)
Cash dividends paid to shareholders		(99	)		—		—			—			(99	)
Activity under stock plans		7			—		—			—			7
Settlement of derivatives, intercompany and other financing activities		193			—		472			(595	)		70
Net cash (used in)/provided by financing activities		(2,422	)		—		535			(627	)		(2,514	)
Effect of exchange-rate changes on cash and cash equivalents		(65	)		—		(54	)		(70	)		(189	)
Net (decrease)/increase in cash and cash equivalents		(2,456	)		—		479			(642	)		(2,619	)
Cash and cash equivalents at beginning of year		2,462			—		155			1,021			3,638
Cash and cash equivalents at end of year	$	6		$	—	$	634		$	379		$	1,019

F-69

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

The Nielsen Company bv

Consolidated Statement of Cash Flows (Predecessor)

For the year ended December 31, 2004

	Parent			Issuers		Guarantor			Non-Guarantor			Consolidated
Net cash provided by operating activities	$	41		$	—	$	257		$	301		$	599
Investing activities:
Acquisition of subsidiaries and affiliates, net of cash acquired		—			—		(82	)		(21	)		(103	)
Proceeds from sale of subsidiaries and affiliates, net		5			—		2,579			14			2,598
Additions to property, plant and equipment and other assets		—			—		(100	)		(84	)		(184	)
Additions to intangible assets		—			—		(55	)		(30	)		(85	)
Purchases of marketable securities		—			—		—			(164	)		(164	)
Sales and maturities of marketable securities		—			—		—			159			159
Other investing activities		148			—		(24	)		6			130
Net cash provided by/(used in) investing activities		153			—		2,318			(120	)		2,351
Financing activities:
Proceeds from issuance of debt, net of issuance costs		103			—		—			—			103
Repayments of debt		(833	)		—		—			—			(833	)
Stock activity of subsidiaries, net		—			—		2			18			20
Increase/(decrease) in other short-term borrowings		101			—		(1	)		(3	)		97
Cash dividends paid to shareholders		(79	)		—		—			—			(79	)
Intercompany and other financing activities		2,755			—		(2,592	)		(180	)		(17	)
Net cash provided by/(used in) financing activities		2,047			—		(2,591	)		(165	)		(709	)
Effect of exchange-rate changes on cash and cash equivalents		185			—		11			69			265
Net increase/(decrease) in cash and cash equivalents		2,426			—		(5	)		85			2,506
Cash and cash equivalents at beginning of year		36			—		160			936			1,132
Cash and cash equivalents at end of year	$	2,462		$	—	$	155		$	1,021		$	3,638

F-70

The information in this prospectus is not complete and may be changed. We may not complete the exchange offer and issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell securities and it is not soliciting an offer to buy these securities in any state where the offer is not permitted.

Subject to completion, dated May 2, 2007

PROSPECTUS

Nielsen Finance LLC

Nielsen Finance Co.

Offer to Exchange

$650,000,000 aggregate principal amount of our 10% senior notes due 2014 and the guarantees thereof, €150,000,000 aggregate principal amount of our 9% senior notes due 2014 and the guarantees thereof, and $1,070,000,000 aggregate principal amount at maturity of our 12 ¹/2% senior subordinated discount notes due 2016 and the guarantees thereof which have been registered under the Securities Act of 1933 for our 10% senior notes due 2014 and the guarantees thereof, our €150,000,000 aggregate principal amount our 9% senior notes due 2014 and the guarantees thereof, and $1,070,000,000 aggregate principal amount at maturity of our 12 ¹/2% senior subordinated discount notes due 2016 and the guarantees thereof, respectively.

We hereby offer, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal (which together constitute the “exchange offer”), to exchange up to (i) $650,000,000 aggregate principal amount of our 10% senior notes due 2014 (the “Senior Dollar Notes”) and the guarantees thereof, (ii) €150,000,000 aggregate principal amount of our 9% senior notes due 2014 (the “Senior Euro Notes” and, collectively with the Senior Dollar Notes the “Senior Notes”) and the guarantees thereof, and (iii) $1,070,000,000 aggregate principal amount at maturity of our 12 ¹/2% senior subordinated discount notes due 2016 (the “Senior Subordinated Discount Notes” and, collectively with the Senior Dollar Notes, the “Dollar Notes”) and the guarantees thereof, each of which we refer to as the “exchange notes,” for a like principal amount of (i) our 10% senior notes due 2014 and the guarantees thereof, (ii) our 9% senior notes due 2014 and the guarantees thereof, and (iii) our 12 ¹/2% senior subordinated discount notes due 2016 and the guarantees thereof, respectively, each of which we refer to as the “old notes.” We refer to the old notes and the exchange notes collectively as the “notes.” The terms of the exchange notes are identical to the terms of the old notes in all material respects, except for the elimination of some transfer restrictions, registration rights and additional interest provisions relating to the old notes. Each of the notes is irrevocably and unconditionally guaranteed by The Nielsen Company B.V. and certain of its subsidiaries which guarantee its obligations under the new senior secured credit facility.

We will exchange any and all old notes that are validly tendered and not validly withdrawn prior to 5:00 p.m., New York City time, on             , 2007, unless extended.

We intend to apply to list the Senior Euro Notes on the Luxembourg Stock Exchange’s Euro MTF market.

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The letter of transmittal states that by so acknowledging and delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for old notes where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the consummation of the exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

See “Risk Factors” beginning on page 19 of this prospectus for a discussion of certain risks that you should consider before participating in this exchange offer.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is             , 2007

TABLE OF CONTENTS

	Page
PROSPECTUS SUMMARY	1
RISK FACTORS	19
MARKET AND INDUSTRY DATA AND FORECASTS	35
THE EXCHANGE OFFER	36
USE OF PROCEEDS	47
CAPITALIZATION	48
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION	49
SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION	53
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	55
BUSINESS	92
MANAGEMENT	108
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	128

	Page
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	131
DESCRIPTION OF OTHER INDEBTEDNESS	133
DESCRIPTION OF THE SENIOR NOTES	136
DESCRIPTION OF THE SENIOR SUBORDINATED DISCOUNT NOTES	194
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES	253
PLAN OF DISTRIBUTION	255
LEGAL MATTERS	255
EXPERTS	255
WHERE YOU CAN FIND MORE INFORMATION	255
SERVICE OF PROCESS AND ENFORCEABILITY OF CIVIL LIABILITIES	257
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS	F-1

We have not authorized anyone to give you any information or to make any representations about us or the transactions we discuss in this prospectus other than those contained in this prospectus. If you are given any information or representations about these matters that is not discussed in this prospectus, you must not rely on that information. This prospectus is not an offer to sell or a solicitation of an offer to buy securities anywhere or to anyone where or to whom we are not permitted to offer or sell securities under applicable law. The delivery of this prospectus does not, under any circumstances, mean that there has not been a change in our affairs since the date of this prospectus. Subject to our obligation to amend or supplement this prospectus as required by law and the rules of the Securities and Exchange Commission, or the SEC, the information contained in this prospectus is correct only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of these securities.

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), neither Nielsen nor anyone acting on its behalf has made or will make an offer of notes to the public in that Relevant Member State prior to the publication of a prospectus in relation to the notes which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that the Initial Purchasers may, with effect from and including the Relevant Implementation Date, make an offer of the notes to the public in the Relevant Member State at any time:

(a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

(b) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year, (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000 as shown in its last annual or consolidated accounts; or

(c) in any other circumstances which do not require the publication by Nielsen of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this restriction, the expression an “offer of the notes to the public” in relation to any of the notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offering and the notes to be offered so as to enable an investor to decide to

i

purchase or subscribe the notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

The notes may not be offered or sold in or into the United Kingdom by means of any document except in circumstances that do not constitute an offer to the public within the meaning of the Public Offers of Securities Regulations 1995. All applicable provisions of the Financial Services and Markets Act 2000 must be complied with in respect of anything done in relation to the notes in, from or otherwise involving or having an effect in the United Kingdom.

In France, the notes may not be directly or indirectly offered or sold to the public, and offers and sales of the notes will only be made in France to providers of investment services relating to portfolio management for the account of third parties and/or to qualified investors acting for their own account, in accordance with Articles L.411-1, L.411-2 and D.411-1 of the Code Monétaire et Financier. Accordingly, this prospectus has not been submitted to the Autorité des Marchés Financiers. Neither this prospectus nor any other offering material may be distributed to the public or used in connection with any offer for subscription or sale of the notes to the public in France or offered to any investors other than those (if any) to whom offers and sales of the notes in France may be made as described above and no prospectus shall be prepared and submitted for approval (visa) to the Autorité des Marchés Financiers.

Les titres ne peuvent être offerts ni vendus directement ou indirectement au public en France et ni l’offre ni la vente des titres ne pourra être proposée qu’ à des personnes fournissant le service d’investissement de gestion de portefeuille pour compte de tiers et/ou à des investisseurs qualifiés agissant pour compte propre conformément aux Articles L.411-1, L.411-2 et D411 1 du Code Monétaire et Financier. Par conséquent, ce prospectus n’a pas été soumis au visa de l’Autorité des Marchés Financiers et aucun prospectus ne sera preparé ou soumis au visa de l’Autorité des Marchés Financiers. Ni ce prospectus ni aucun autre document promotionnel ne pourra être communiqué en France au public ou utilisé en relation avec l’offre de souscription ou la vente ou l’offre de titres au public ou à toute personne autre que les investisseurs (le cas échéant) décrits ci-dessus auxquels les titres peuvent être offerts et vendus en France.

The notes may be offered and sold in Germany only in compliance with the German Securities Prospectus Act (Wertpapierprospektgesetz) as amended, the Commission Regulation (EC) No 809/2004 of April 29, 2004 as amended, or any other laws applicable in Germany governing the issue, offering and sale of securities. This prospectus has not been approved under the German Securities Prospectus Act (Wertpapierprospektgesetz) or the Directive 2003/71/EC.

The notes have not been and will not be qualified under the securities laws of any province or territory of Canada. The notes are not being offered or sold, directly or indirectly, in Canada or to or for the account of any resident of Canada in contravention of the securities laws of any province or territory thereof.

Until             , 2007 (90 days after the date of this prospectus), all dealers effecting transactions in the exchange notes, whether or not participating in the exchange offer, may be required to deliver a prospectus.

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PROSPECTUS SUMMARY

This summary highlights information about Nielsen Finance LLC, a Delaware limited liability company (“Nielsen Finance LLC”) and wholly owned subsidiary of The Nielsen Company B.V., formerly known as VNU Group B.V. and prior to that as VNU N.V., or “Nielsen,” and Nielsen Finance Co., a Delaware corporation (“Nielsen Finance Co.”) and a wholly owned subsidiary of Nielsen Finance LLC, and the notes contained elsewhere in this prospectus. It is not complete and may not contain all the information that may be important to you. You should carefully read the entire prospectus before making an investment decision, especially the information presented under the heading “Risk Factors.” In this prospectus, except as otherwise indicated herein, or as the context may otherwise require, references to the “Issuers” refer to Nielsen Finance LLC and Nielsen Finance Co., and references to “we,” “our,” “us,” and “the Company” refer to Nielsen and each of its consolidated subsidiaries, including the Issuers. Financial information identified in this prospectus as “pro forma” gives effect to the closing of the Transactions, which are described in this prospectus summary under “—The Transactions.”

Overview

We are a leading global information and media company providing essential marketing and media measurement information, analytics and industry expertise to customers across the world. Our Nielsen brands, including ACNielsen, Nielsen Media Research, Nielsen Entertainment and Nielsen//NetRatings, are recognized worldwide as leaders in marketing information and analysis, television ratings, entertainment measurement and Internet advertising measurement, respectively. In addition, our trade shows, online media assets and publications occupy leading positions in a number of their targeted end markets. Through our broad portfolio of products and services, we track sales of consumer products each year, report on television viewing habits in countries representing more than 60% of the world’s population, measure Internet audiences in 18 countries, produce more than 100 trade shows worldwide, operate approximately 100 websites and publish more than 100 print publications and online newsletters. For the twelve months ended December 31, 2006, we generated pro forma revenue of $4,174 million, earnings before interest, taxes, depreciation and amortization and other adjustments permitted under our senior credit facility (“Covenant EBITDA”) of $1,097 million and a pro forma loss from continuing operations of $(377) million.

We have traditionally operated in three segments: Marketing Information (“MI”), Media Measurement & Information (“MMI”) and Nielsen Business Media (“NBM”). On December 18, 2006, we announced a corporate strategy and related restructuring to integrate our various service offerings historically conducted in separate businesses into a single organization focused on four major areas: sales, product development and product management, global business services combining all of our information technology systems, facilities and operations and corporate functions including finance, human resources, legal and communications. As part of this plan, the traditional business unit structure of many of our services will be eliminated. The restructuring calls for the combination of product innovation, research and development and marketing into a single organization to identify new product opportunities and accelerate their development and commercialization. We will also transition to a unified global client service organization to simplify client interactions and more easily access internal expertise to offer integrated solutions. In addition, we intend to centralize operational and IT functions into a new global business services organization. We expect to continue to report on our business in the traditional segments which we have used, namely Media Measurement and Information, Marketing Information and Nielsen Business Media. As part of our transformation to this new operating model, we announced the formation of a new business unit, NielsenConnect. This new unit will draw on media and marketing data and resources across Nielsen (including purchase information, store data, modeling assets, geo-demographic data, television data, outdoor advertising ratings and movie, book, video and radio data) and report on and analyze consumer patterns and usage.

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Our MI segment provides critical consumer behavior information and analysis primarily to businesses in the consumer packaged goods industry. ACNielsen, our leading brand within MI, is a global leader in retail measurement services and consumer household panel data. MI’s extensive database of retail and consumer information, combined with advanced analytical capabilities, yields valuable strategic insights and information that influence our customers’ critical business decisions such as enhancing brand management strategies, developing and launching new products, identifying new marketing opportunities and improving marketing return on investment. Our MMI segment provides measurement information of multiple media platforms, including broadcast and cable television, motion pictures, music, print, the Internet and outdoor advertising. Our leading brand within MMI, Nielsen Media Research, is the industry leader in U.S. television audience measurement, and our measurement data is widely accepted as the “currency” in determining the value of television advertising. Our NBM segment is a leading market-focused provider of integrated sales and marketing solutions. Through a multi-channel approach consisting of trade shows, online media assets and publications, NBM offers attendees, exhibitors, readers and advertisers the insights and connections that assist them in gaining a competitive edge in their respective markets.

Our business generates a stable and predictable revenue stream and is characterized by long-term customer relationships, multi-year contracts and high contract renewal rates related to marketing and media measurement services. Advertising across our segments represented only 4% of our total pro forma revenue in 2006. We serve a global customer base across multiple end markets including consumer packaged goods, retail, broadcast and cable television, music and online media. The average length of relationship with our top ten customers including The Procter & Gamble Company, the Unilever Group, Nestlé S.A. and The Coca-Cola Company is 30 years.

Our revenue is highly diversified by business segment, geography and customer. In 2006, 57% of our pro forma revenues were generated from our MI segment, 32% from our MMI segment and the remaining 11% from our NBM segment. We conduct our business activities in more than 100 countries, with 58% of our pro forma revenues generated in the U.S., 9% in North and South America excluding the U.S., 24% in Europe, the Middle East and Africa, and the remaining 9% in Asia Pacific. No single customer accounted for more than 5% of our total pro forma revenue in 2006.

The Transactions

The Tender Offer and Acquisition

On March 8, 2006, Valcon Acquisition B.V. (“Valcon”), formed by investment funds associated with AlpInvest Partners, The Blackstone Group, The Carlyle Group, Hellman & Friedman, Kohlberg Kravis Roberts & Co., and Thomas H. Lee Partners (collectively, the “Sponsors”), entered into a merger protocol to acquire Nielsen. The price per share paid to Nielsen shareholders was €29.50 per ordinary share and €21.00 per 7% preferred share. The tender offer was settled on various dates commencing May 24, 2006, and all of Nielsen’s issued and outstanding preferred B shares were separately purchased by Valcon for €102 million, together representing approximately 99.4% of Nielsen’s issued and outstanding share capital at December 31, 2006. To finance the tender and the purchase of Nielsen’s shares, Valcon used a combination of investments in Valcon’s equity through its parent companies by investment funds associated with or designated by the Sponsors and a senior secured bridge facility providing for borrowings by Valcon. Valcon intends to acquire the remaining Nielsen share capital through a statutory squeeze-out procedure, which is expected to be completed by the end of 2007. We used additional equity contributed to Valcon by investment funds associated with or designated by the Sponsors and additional investors chosen by the Sponsors (the “Co-Investors”), as well as available cash on hand, the proceeds from the offering of the old notes, proceeds from the offering by Nielsen Finance LLC and Nielsen Finance Co. of Senior Notes and Senior Subordinated Discount Notes (each as defined below) and borrowings under the new senior secured credit facilities described below to repay Valcon’s senior secured bridge facility and to purchase from Valcon and/or cancel Nielsen’s preferred B shares. As of December 31,

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2006, investment funds associated with or designated by the Sponsors had invested approximately $4,156 million in the equity of Valcon through its parent companies. In connection with the Transactions, Nielsen delisted its shares from the Eurolist by Euronext Amsterdam Stock Exchange, and converted from a Dutch N.V. (a public company) to a Dutch B.V. (a private company).

The Financing Transactions

Concurrently with the closing of the offering of the old notes, we entered into the following financing transactions:

• new senior secured credit facilities, consisting of $4,175 million and €800 million ($1,027 million) senior secured seven-year term loan facility, all of which was borrowed at the closing of the Transactions (as defined below), and a six-year $688 million senior secured revolving credit facility, none of which was borrowed at the closing of the Transactions;

• the issuance by Nielsen of €343 million aggregate principal amount at maturity (€200 million aggregate gross proceeds) of 11 ¹/8% Senior Discount Notes due 2016 (the “Nielsen Senior Discount Notes”);

• the cancellation of our €1,000 million ($1,230 million) committed revolving credit facility, due 2010 (no amounts were outstanding);

• the repayment of all amounts outstanding under Valcon’s senior secured bridge facility and the purchase and/or cancellation of certain of Nielsen’s shares with the proceeds of the offering of the old notes, term loan borrowings under the new senior secured credit facilities, and equity contributed to Valcon through its parent companies by investment funds associated with or designated by the Sponsors and the Co-Investors; and

• the repurchase on the closing of the Transactions of substantially all of Nielsen Media Research’s $150 million 7.60% debenture loan due 2009, and the repurchase and/or redemption of €148 million ($190 million) outstanding aggregate principal amount of Nielsen’s €150 million private placement debenture loan due 2006, €500 million ($642 million) aggregate principal amount of Nielsen’s 6.625% debenture loan due 2007, NLG 600 million ($350 million) aggregate principal amount of Nielsen’s 5.50% debenture loan due 2008 and €49 million ($63 million) outstanding aggregate principal amount of Nielsen’s €600 million 6.75% debenture loan due 2008, in each case pursuant to a tender offer and consent solicitation, with available cash on hand, the proceeds of the offerings of the old notes, term loan borrowings under the new senior secured credit facilities and equity contributed to Valcon through its parent companies by investment funds associated with or designated by the Sponsors and additional investors chosen by the Sponsors.

Nielsen’s €333 million ($409 million) 1.75% convertible unsubordinated bonds due 2006 and Nielsen’s NLG 500 million subordinated loans ($167 million) were repaid in May 2006, in each case with available cash on hand.

Throughout this prospectus, we collectively refer to the tender offer, the acquisition of the outstanding share capital of Nielsen by Valcon, and the financing transactions described above as the “Transactions.”

Ownership Structure

Nearly all of our issued and outstanding capital stock is held by Valcon, and investment funds associated with or designated by the Sponsors, together with the Co-Investors, indirectly through their ownership interest in the parent companies of Valcon, own approximately 99.4% of the issued and outstanding share capital in Nielsen on a fully diluted basis. See “Security Ownership of Certain Beneficial Owners and Management.”

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The following chart summarizes our corporate structure as of December 31, 2006:

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(1) Includes cash equity contributed to Valcon through its parent companies by investment funds associated with or designated by the Sponsors and the Co-Investors. As of December 31, 2006, approximately $4,156 million of cash equity had been contributed by investment funds associated with or designated by the Sponsors.

(2) There are no guarantors of the Nielsen Senior Discount Notes. All of Nielsen’s operations are conducted through its subsidiaries and therefore Nielsen will be dependent upon the cash flow of its subsidiaries to meet its obligations, including its obligations on the Nielsen Senior Discount Notes.

(3) Each of Nielsen, VNU Intermediate Holding B.V., VNU Holding and Finance B.V., VNU Holdings B.V., VNU International B.V., VNU Services B.V., ACN Holdings, Inc., The Nielsen Company (US), Inc. and the wholly owned subsidiaries thereof, including the wholly owned U.S. subsidiaries of ACN Holdings, Inc. and The Nielsen Company (US), Inc., in each case that guarantee the new senior secured credit facilities also guarantee the notes. Neither Nielsen nor VNU Intermediate Holding B.V. will be subject to any of the covenants contained in the indentures that are not payment covenants.

(4) The non-U.S. subsidiaries of ACN Holdings, Inc. and The Nielsen Company (US), Inc. do not guarantee the notes due to the adverse tax consequences of non-U.S. subsidiaries providing guarantees of indebtedness of U.S. entities. In addition, subsidiaries that are not directly or indirectly wholly owned by Nielsen or that are not otherwise required to guarantee the new senior secured credit facilities will not guarantee the notes. Certain of our less than wholly owned subsidiaries, including Nielsen//Net Ratings and Nielsen BuzzMetrics, are also not subject to the restrictive covenants of our new debt financing, including the notes. The subsidiaries that did not guarantee the notes accounted for approximately $699 million, or 43%, of our total revenue and approximately $16 million, or 28%, of our operating income for the Predecessor period (January 1, 2006 through May 23, 2006) and accounted for approximately $1,142 million, or 45%, of our total revenue and approximately $75 million, or 69%, of our operating income, and approximately $6,710 million, or 42%, of our total assets for the Successor period (May 24, 2006 through December 31, 2006).

(5) Upon the closing of the offering of the old notes, we entered into new senior secured credit facilities. See “Description of Other Indebtedness—New Senior Secured Credit Facilities.”

Nielsen is a Netherlands besloten venootschap met beperkte aansprakelijkeid, or private company with limited liability. Nielsen’s registered office is located at Ceylonpoort 5, 2037 AA Haarlem, the Netherlands and it is registered at the Commercial Register for Amsterdam under file number 3403 6267. The phone number of Nielsen in the Netherlands is +31 23 546 3463, and in the United States is +1 (646) 654-5000. We maintain a website at www.nielsen.com where general information about our business is available. The information contained on our website is not a part of this prospectus.

Recent Developments

On December 18, 2006, we announced a corporate strategy and related restructuring to integrate our various service offerings, historically conducted in separate businesses, into a single organization focused on four major areas: sales, product development and product management, global business services combining all of our information technology systems, facilities and operations and corporate functions including finance, human resources, legal and communications. As part of this plan, the traditional business unit structure of many of our services will be eliminated. The restructuring calls for the combination of product innovation, research and development and marketing into a single organization to identify new product opportunities and accelerate their development and commercialization. Nielsen also plans to transition to a unified global client service organization to simplify client interactions and more easily access internal expertise to offer integrated solutions.

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In addition, Nielsen intends to centralize operational and information technology functions into a new global business services organization. We expect to continue to report on our business in the traditional segments which we have used, namely MMI, MI and NBM.

As part of its transformation to a new operating model, Nielsen announced the formation of a new business unit, NielsenConnect. This new unit will draw on media and marketing data and resources across Nielsen (including purchase information and store data, modeling assets and television, Internet, outdoor, movie, book, video and radio data) and report on and analyze consumer patterns and usage. In addition, Nielsen expects a reduction in force of up to 4,000 positions with most of the cuts coming from non-client-facing activities. A significant percentage of our cost savings will be earmarked to fund initiatives that will drive growth and deliver integrated services to our clients.

In early 2006, we acquired a majority interest in BuzzMetrics, Inc. Nielsen BuzzMetrics, serving the media and entertainment, automotive, electronics, healthcare and consumer packaged goods industries, measures and analyzes consumer-generated media on the Internet. We currently hold approximately 58% of Nielsen BuzzMetrics’ shares. On April 30, 2007, Nielsen announced an agreement in principle to acquire the remaining BuzzMetrics, Inc. shares subject to the execution of a definitive agreement.

On February 5, 2007, Nielsen Media Research, Inc., a Delaware corporation and wholly owned subsidiary of Nielsen, and NTRT Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Nielsen Media Research, Inc., entered into a merger agreement with NetRatings, Inc. (Nasdaq: NTRT) by which Nielsen Media Research, Inc., through NTRT Acquisition Sub, Inc., will acquire all of the NetRatings, Inc. shares of common stock not currently owned by it at a price of $21.00 per share in cash, for a total purchase price of approximately $327 million.

On February 8, 2007, Nielsen completed the sale of Business Media Europe (“BME”) to 3i, a European private equity and venture capital firm. BME is a business-to-business publisher that operates through wholly-owned subsidiaries in the U.K., Germany, France, Italy, The Netherlands, Belgium and Spain. A portion of the proceeds from the sale of BME was used to pay down our debt under our senior secured credit facility. Our stake in a joint venture with Jaarbeurs that produces trade shows in The Netherlands and China was not included in the sale. Mr. Robert van den Bergh, our former chief executive officer, acted as a senior adviser to 3i during the transaction.

The Sponsors

AlpInvest Partners

AlpInvest Partners N.V. (“AlpInvest Partners”) is one of the largest private equity investors in the world with over €35.6 billion of assets under management. Approximately 80% of these funds will be committed by AlpInvest Partners to private equity funds. The remainder will be invested directly in companies in Europe, the U.S. and Asia. AlpInvest Partners has approximately 65 investment professionals based in Amsterdam, Hong Kong and New York. Its shareholders and main clients are ABP and PGGM, two of the largest pension funds in the world with €209 billion and €80 billion of assets under management, respectively.

The Blackstone Group

The Blackstone Group (“Blackstone”) is a leading global alternative asset manager and provider of financial advisory services. Blackstone is one of the largest independent alternative asset managers in the world with offices in New York, Atlanta, Boston, Chicago, Los Angeles, London, Hamburg, Hong Kong, Paris and Mumbai. The firm has raised a total of approximately $78 billion for alternative asset investing since its formation. Blackstone invests in Nielsen through Blackstone Capital Partners V, an $18.1 billion general purpose fund.

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Including the firm’s other private equity funds, Blackstone has raised approximately $31.1 billion for private equity investments since its founding. Blackstone’s Private Equity Group has invested or committed approximately $19.8 billion in equity in 109 separate transactions, with a total enterprise value of over $191 billion. Notable media transactions sponsored by the firm include Freedom Communications, New Skies Satellites, Cumulus Media Partners, Montecito Broadcast Group, Sirius Satellite Radio, Houghton Mifflin and Columbia House.

The Carlyle Group

The Carlyle Group (“Carlyle”) is a global private equity firm with $56.0 billion under management. Carlyle invests in buyouts, venture & growth capital, real estate and leveraged finance in Asia, Europe and North America, focusing on aerospace & defense, automotive & transportation, consumer & retail, energy & power, healthcare, industrial, technology & business services and telecommunications & media. Since 1987, the firm has invested $26.4 billion of equity in 601 transactions for a total purchase price of $126.5 billion. The Carlyle Group employs more than 780 people in 18 countries. In the aggregate, Carlyle portfolio companies have more than $68 billion in revenue and employ more than 200,000 people around the world.

Hellman & Friedman

Hellman & Friedman LLC (“H&F”) is a private equity investment firm with offices in San Francisco, New York and London. Since its founding in 1984, H&F has raised and, through its affiliated funds, managed over $16 billion of committed capital and invested in approximately 50 companies. H&F’s strategy is to invest in superior business franchises and to be a value added partner to management in select industries including media, information services, financial services, professional services and energy. Representative investments in media and marketing include Axel Springer AG, ProSiebenSat.1, Formula One, DoubleClick, Eller Media, John Fairfax Holdings Limited, Advanstar, Young & Rubicam and Digitas.

Kohlberg Kravis Roberts & Co.

Kohlberg Kravis Roberts & Co. L.P. (“KKR”), founded in 1976, is one of the world’s oldest and most experienced private equity firms. KKR specializes in management buyouts, and has established itself as one of the largest and most active participants in the industry. Since its founding, KKR has completed more than 140 transactions globally involving in excess of $200 billion of total financing. Some of KKR’s current investments include VendexKBB, SBS Broadcasting and SunGard Data Systems. Other notable transactions include RJR Nabisco, Duracell, Safeway, Autozone, Willis, Stop & Shop, Yellow Pages Group, Legrand, PanAmSat and Storer Communications.

Thomas H. Lee Partners

Thomas H. Lee Partners, L.P. (“THL Partners”) is one of the largest and oldest private equity investment firms in the United States and has raised and managed almost $20 billion of capital, making investments in over 100 businesses since its founding in 1974. Today, by remaining focused on growth oriented companies with strong fundamentals and investing in large buyouts primarily in North America, THL Partners continues to build on a strong track record of creating lasting value and delivering exceptional returns to its investors. The investment team at THL Partners has leveraged its strong network of relationships to bring proprietary sourcing as well as management know-how and expertise to bear on its private equity transactions, including Warner Music Group, Dunkin’ Brands, Simmons, Aramark, Houghton Mifflin and ProSiebenSat.1.

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Summary of the Terms of the Exchange Offer

In connection with the closing of the Transactions, we entered into registration rights agreements (as more fully described below) with the initial purchasers of the old notes. Under these agreements, we agreed to deliver to you this prospectus and to consummate the exchange offer by August 19, 2007. If we do not consummate the exchange offer by August 19, 2007, we will incur additional interest expense pursuant to the registration rights agreements. You are entitled to exchange in the exchange offer your old notes for exchange notes which are identical in all material respects to the old notes except that:

• the exchange notes have been registered under the Securities Act and will be freely tradable by persons who are not affiliated with us;

• the exchange notes are not entitled to registration rights which are applicable to the old notes under the registration rights agreements; and

• our obligation to pay additional interest on the old notes due to the failure to consummate the exchange offer by a prior date does not apply to the exchange notes.

The exchange offer We are offering to exchange up to (i) $650,000,000 aggregate principal amount of our registered Senior Dollar Notes and the guarantees thereof, (ii) €150,000,000 aggregate principal amount of our registered Senior Euro Notes and the guarantees thereof, and (iii) $1,070,000,000 aggregate principal amount at maturity of our registered Senior Subordinated Discount Notes and the guarantees thereof for a like principal amount of (i) our 10% senior notes due 2014 and the guarantees thereof, (ii) our 9% senior notes due 2014 and the guarantees thereof, and (iii) our 12 ¹/2% senior subordinated discount notes due 2016 and the guarantees thereof, respectively, each of which were issued on August 9, 2006. Old notes may be exchanged only in denominations of $2,000 or €2,000 and integral multiples of $1,000 or €1,000 based on the denomination of the old notes in dollars or Euros, respectively.

Resales Based on an interpretation by the staff of the SEC set forth in no-action letters issued to third parties, we believe that the exchange notes issued pursuant to the exchange offer in exchange for the old notes may be offered for resale, resold and otherwise transferred by you (unless you are an “affiliate” within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that you:

• are acquiring the exchange notes in the ordinary course of business; and

• have not engaged in, do not intend to engage in, and have no arrangement or understanding with any person or entity, including any of our affiliates, to participate in a distribution of the exchange notes.

In addition, each participating broker-dealer that receives exchange notes for its own account pursuant to the exchange offer in exchange

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for old notes that were acquired as a result of market-making or other trading activity must also acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. For more information, see “Plan of Distribution.”

Any holder of old notes, including any broker-dealer, who

• is our affiliate,

• does not acquire the exchange notes in the ordinary course of its business, or

• tenders in the exchange offer with the intention to participate, or for the purpose of participating, in a distribution of exchange notes,

cannot rely on the position of the staff of the Commission expressed in Exxon Capital Holdings Corporation, Morgan Stanley & Co., Incorporated or similar no-action letters and, in the absence of an exemption, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with the resale of the exchange notes.

Expiration date; Withdrawal of tenders The exchange offer will expire at 5:00 p.m., New York City time, on             , 2007, or such later date and time to which we extend it. We do not currently intend to extend the expiration date. A tender of old notes pursuant to the exchange offer may be withdrawn at any time prior to the expiration date. Any old notes not accepted for exchange for any reason will be returned without expense to the tendering holder promptly after the expiration or termination of the exchange offer.

Conditions to the exchange offer The exchange offer is subject to customary conditions, some of which we may waive. For more information, see “The Exchange Offer—Conditions to the Exchange Offer.”

Procedures for tendering old notes If you wish to accept the exchange offer, you must complete, sign and date the accompanying letter of transmittal, or a copy of the letter of transmittal, according to the instructions contained in this prospectus and the letter of transmittal. You must also mail or otherwise deliver the letter of transmittal, or the copy, together with the old notes and any other required documents, to the exchange agent at the address set forth on the cover of the letter of transmittal. If you hold old notes through The Depository Trust Company (“DTC”) and wish to participate in the exchange offer, you must comply with the Automated Tender Offer Program procedures of DTC, by which you will agree to be bound by the letter of transmittal. If you hold old notes through Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) or Clearstream Banking, Société Anonyme (“Clearstream”) and wish to participate in the exchange offer, you must comply with the procedures of Euroclear or Clearstream,

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respectively, by which you will agree to be bound by the letter of transmittal.

By signing or agreeing to be bound by the letter of transmittal, you will represent to us that, among other things:

• any exchange notes that you receive will be acquired in the ordinary course of your business;

• you have no arrangement or understanding with any person or entity, including any of our affiliates, to participate in the distribution of the exchange notes;

• if you are a broker-dealer that will receive exchange notes for your own account in exchange for old notes that were acquired as a result of market-making activities, that you will deliver a prospectus, as required by law, in connection with any resale of the exchange notes; and

• you are not our “affiliate” as defined in Rule 405 under the Securities Act, or, if you are an affiliate, you will comply with any applicable registration and prospectus delivery requirements of the Securities Act.

Guaranteed delivery procedures If you wish to tender your old notes and your old notes are not immediately available or you cannot deliver your old notes, the letter of transmittal or any other documents required by the letter of transmittal or comply with the applicable procedures under DTC’s Automated Tender Offer Program or the applicable Euroclear or Clearstream procedures, prior to the expiration date, you must tender your old notes according to the guaranteed delivery procedures set forth in this prospectus under “The Exchange Offer—Guaranteed Delivery Procedures.”

Effect on holders of old notes As a result of the making of, and upon acceptance for exchange of all validly tendered old notes pursuant to the terms of, the exchange offer, we will have fulfilled covenants contained in the registration rights agreements and, accordingly, we will not be obligated to pay additional interest as described in the registration rights agreements. If you are a holder of old notes and do not tender your old notes in the exchange offer, you will continue to hold such old notes and you will be entitled to all the rights and limitations applicable to the old notes in the indenture, except for any rights under the registration rights agreements that by their terms terminate upon the consummation of the exchange offer.

Consequences of failure to exchange All untendered old notes will continue to be subject to the restrictions on transfer provided for in the old notes and in the indenture. In general, the old notes may not be offered or sold unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with the exchange offer, we

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do not currently anticipate that we will register the old notes under the Securities Act.

Material tax consequences The exchange of old notes for exchange notes in the exchange offer will not be a taxable event for U.S. federal income tax purposes. For more information, see “Material U.S. Federal Income Tax Consequences.”

Use of Proceeds We will not receive any cash proceeds from the issuance of the exchange notes in the exchange offer.

Registration rights agreement We entered into registration rights agreements with the initial purchasers of the old notes on August 9, 2006. The registration rights agreements require us to file this exchange offer registration statement and contain customary provisions with respect to registration procedures, indemnity and contribution rights. In addition, the registration rights agreements provide that if we do not consummate the exchange offer prior to August 19, 2007, we are required to pay additional interest at an initial rate of 0.25% per annum. The additional interest will increase by an additional 0.25% per annum with respect to each 90-day period until the exchange offer is consummated, up to a maximum of 1.00% per annum.

Exchange agent                                                                                                                            is the exchange agent for the exchange offer. The address and telephone number of the exchange agent are set forth in the section captioned “The Exchange Offer—Exchange Agent.”

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Summary of the Terms of the Exchange Notes

The following summary highlights all material information contained elsewhere in this prospectus but does not contain all the information that you should consider before participating in the exchange offer. We urge you to read this entire prospectus, including the “Risk Factors” section and the consolidated financial statements and related notes.

Issuers Nielsen Finance LLC and Nielsen Finance Co.

Exchange Notes Offered (i) $650,000,000 aggregate principal amount of our Senior Dollar Notes, (ii) €150,000,000 aggregate principal amount of our Senior Euro Notes, and (iii) $1,070,000,000 aggregate principal amount at maturity of our Senior Subordinated Discount Notes.

Maturity Date The Senior Dollar Notes and the Senior Euro Notes will mature on August 1, 2014.

The Senior Subordinated Discount Notes will mature on August 1, 2016.

Interest The Senior Dollar Notes will bear interest at a rate of 10% per annum and the Senior Euro Notes will bear interest at a rate of 9% per annum. Interest will accrue on the Senior Notes from the issue date and will be payable semiannually on February 1 and August 1 of each year, commencing on February 1, 2007. See “Description of the Senior Notes—Principal, Maturity and Interest.”

No cash interest will accrue on the Senior Subordinated Discount Notes prior to August 1, 2011. Thereafter, cash interest will accrue on the Senior Subordinated Discount Notes at the rate of 12 ¹/2% per annum and will be payable semiannually on February 1 and August 1 of each year, commencing on February 1, 2012. As of February 1, 2007, the Senior Subordinated Discount Notes had an accreted value of $580.95 per $1,000 principal amount at maturity. The accreted value of each Senior Subordinated Discount Note increases from the date of issuance until August 1, 2011, at a rate of 12 ¹/2% per annum compounded semiannually, reflecting the accrual of non cash interest, such that the accreted value will equal the principal amount at maturity on such date. See “Description of the Senior Subordinated Discount Notes—Principal, Maturity and Interest.”

Original Issue Discount The 12 ¹/2% senior subordinated discount notes were issued with original issue discount for U.S. federal income tax purposes. Thus, although cash interest will not be payable on the Senior Subordinated Discount Notes prior to August 1, 2011, original issue discount will accrue from the issue date of the 12 ¹/2% senior subordinated discount notes based on the yield to maturity of the Senior Subordinated Discount Notes and will generally be included as interest income (including for periods ending prior to August 1, 2011) for U.S. federal income tax purposes in advance of receipt of the cash payments to

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which the income is attributable. See “Material U.S. Federal Income Tax Consequences.”

Guarantees The exchange notes will be jointly and severally guaranteed by each of Nielsen, VNU Intermediate Holding B.V., VNU Holding and Finance B.V. and, subject to certain exceptions, each of their direct and indirect wholly owned subsidiaries, in each case to the extent that such entity provides a guarantee under the new senior secured credit facilities. The subsidiaries that did not guarantee the notes accounted for approximately $699 million, or 43%, of our total revenue in 2006, and approximately $16 million, or 28%, of our operating income and accounted for approximately $1,142 million, or 45%, of our total revenue, approximately $75 million, or 69%, of our operating income in 2006, and approximately $6,710 million, or 42%, of our total assets for the Successor period (May 24, 2006 through December 31, 2006).

Ranking The Senior Notes will be the Issuers’ senior unsecured obligations and will:

• rank senior in right of payment to our future debt and other obligations that are, by their terms, expressly subordinated in right of payment to the Senior Notes, including the Senior Subordinated Discount Notes;

• rank equally in right of payment to all of our existing and future senior debt and other obligations that are not, by their terms, expressly subordinated in right of payment to the Senior Notes; and

• be effectively subordinated in right of payment to all of our existing and future secured debt (including obligations under our new senior secured credit facilities), to the extent of the value of the assets securing such debt, and be structurally subordinated to all obligations of each of our subsidiaries that is not a guarantor of the Senior Notes.

Similarly, the senior note guarantees will be the senior unsecured obligations of the guarantors and will:

• rank senior in right of payment to all of the applicable guarantor’s future debt and other obligations that are, by their terms, expressly subordinated in right of payment to the Senior Notes, including such guarantor’s guarantee under the Senior Subordinated Discount Notes;

• rank equally in right of payment to all of the applicable guarantor’s existing and future senior debt (including, solely with respect to Nielsen, the Nielsen Senior Discount Notes) and other obligations that are not, by their terms, expressly subordinated in right of payment to the Senior Notes; and

• be effectively subordinated in right of payment to all of the applicable guarantor’s existing and future secured debt (including such guarantor’s guarantee under our new senior

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secured credit facilities), to the extent of the value of the assets securing such debt, and be structurally subordinated to all obligations of any subsidiary of a guarantor if that subsidiary is not also a guarantor of the Senior Notes.

The Senior Subordinated Discount Notes will be the Issuers’ unsecured senior subordinated obligations and will:

• be subordinated in right of payment to our existing and future senior debt, including our new senior secured credit facilities and the Senior Notes;

• rank equally in right of payment to all of our future senior subordinated debt;

• be effectively subordinated in right of payment to all of our existing and future secured debt (including our new senior secured credit facilities), to the extent of the value of the assets securing such debt, and be structurally subordinated to all obligations of each of our subsidiaries that is not a guarantor of the Senior Subordinated Discount Notes; and

• rank senior in right of payment to all of our future debt and other obligations that are, by their terms, expressly subordinated in right of payment to the Senior Subordinated Discount Notes.

Similarly, the senior subordinated note guarantees will be the unsecured senior subordinated obligations of the guarantors and will:

• be subordinated in right of payment to all of the applicable guarantor’s existing and future senior debt, including such guarantor’s guarantee under our new senior secured credit facilities and the Senior Notes and solely with respect to Nielsen, the Nielsen Senior Discount Notes;

• rank equally in right of payment to all of the applicable guarantor’s future senior subordinated debt;

• be effectively subordinated in right of payment to all of the applicable guarantor’s existing and future secured debt (including such guarantor’s guarantee under our new senior secured credit facilities), to the extent of the value of the assets securing such debt, and be structurally subordinated to all obligations of any subsidiary of a guarantor if that subsidiary is not also a guarantor of the Senior Subordinated Discount Notes; and

• rank senior in right of payment to all of the applicable guarantor’s future subordinated debt and other obligations that are, by their terms, expressly subordinated in right of payment to the Senior Subordinated Discount Notes.

The $983 million of existing indebtedness at Nielsen, including the €343 million principal amount at maturity of the Nielsen Senior

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Discount Notes, will be structurally subordinated to the notes and to the guarantees of each Guarantor except Nielsen and will be pari passu to Nielsen’s guarantee of the Senior Notes and senior to Nielsen’s guarantee of the Senior Subordinated Discount Notes.

Optional Redemption Prior to August 1, 2010, we will have the option to redeem some or all of the Senior Notes for cash at a redemption price equal to 100% of their principal amount plus an applicable make whole premium (as described in “Description of the Senior Notes—Optional Redemption”) plus accrued and unpaid interest to the redemption date. Beginning on August 1, 2010, we may redeem some or all of the Senior Notes at the redemption prices listed under “Description of the Senior Notes—Optional Redemption” plus accrued interest on the Senior Notes to the date of redemption.

Prior to August 1, 2011, we will have the option to redeem some or all of the Senior Subordinated Discount Notes for cash at a redemption price equal to 100% of their accreted value plus an applicable make whole premium (as described in “Description of Senior Subordinated Discount Notes—Optional Redemption”) plus, without duplication, accrued and unpaid interest to the redemption date. Beginning on August 1, 2011, we may redeem some or all of the Senior Subordinated Discount Notes at the redemption prices listed under “Description of Senior Subordinated Discount Notes—Optional Redemption” plus accrued interest on the Senior Subordinated Discount Notes to the date of redemption.

Optional Redemption After Certain Equity Offerings and Certain Asset Sales At any time (which may be more than once) (i) before August 1, 2009, we may choose to redeem up to 35% of the Senior Dollar Notes at a redemption price equal to 110.000% of the face amount thereof and up to 35% of the Senior Euro Notes at a redemption price of 109.000% of the face amount thereof and (ii) before August 1, 2009 we may choose to redeem up to 35% of the Senior Subordinated Discount Notes at a redemption price equal to 112.500% of the accreted value thereof, in each case, with the net proceeds of one or more equity offerings and/or one or more sales of a business unit of VNU Holding and Finance B.V., in each case to the extent such net cash proceeds are received by or contributed to VNU Holding and Finance B.V. or a restricted subsidiary of VNU Holding and Finance B.V. and so long as at least 50% of the aggregate principal amount of the notes at maturity issued of the applicable series remains outstanding afterwards. See “Description of Senior Notes—Optional Redemption” and “Description of Senior Subordinated Discount Notes—Optional Redemption.”

Change of Control If we experience a change of control (as defined in the indenture governing the Senior Notes), we will be required to make an offer to repurchase the Senior Notes at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of

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purchase. If we experience a change of control (as defined in the indenture governing the Senior Subordinated Discount Notes), we will be required to make an offer to repurchase the Senior Subordinated Discount Notes at a price equal to 101% of the accreted value thereof, plus, without duplication, accrued and unpaid interest, if any, to the date of purchase. See “Description of Senior Notes—Change of Control” and “Description of Senior Subordinated Discount Notes—Change of Control.”

Certain Covenants We issued the Senior Notes and the Senior Subordinated Discount Notes under separate indentures. The indentures governing the notes contain covenants limiting our ability and the ability of our restricted subsidiaries to:

• incur additional debt or issue certain preferred shares;

• pay dividends on or make distributions in respect of our capital stock or make other restricted payments;

• make certain investments;

• sell certain assets;

• create liens on certain assets to secure debt;

• consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;

• enter into certain transactions with our affiliates; and

• designate our subsidiaries as unrestricted subsidiaries.

Nielsen and certain of its less than wholly owned subsidiaries will not be subject to any of the foregoing covenants.

The covenants are subject to a number of important limitations and exceptions. See “Description of the Senior Notes” and “Description of the Senior Subordinated Discount Notes.” Certain covenants will not apply to a series of notes for so long as the applicable series of notes have investment grade ratings from both Moody’s Investors Service, Inc. and Standard & Poor’s.

No Prior Market The exchange notes will be new securities for which there is currently no market. Although the initial purchasers of the old notes have informed us that they intend to make a market in the exchange notes, they are not obligated to do so and they may discontinue market making activities at any time without notice. Accordingly, we cannot assure you that a liquid market for the exchange notes will develop or be maintained.

Listing We intend to apply to list the Senior Euro Notes on the Luxembourg Stock Exchange’s Euro MTF market.

Risk Factors Investing in the exchange notes involves substantial risks. See “Risk Factors” for a description of some of the risks you should consider before investing in the exchange notes.

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Summary Historical and Pro Forma Financial Information

Set forth below is summary historical consolidated financial data and summary unaudited pro forma consolidated financial data of our business, at the dates and for the periods indicated. The predecessor historical information for the fiscal years ended December 31, 2004 and 2005 have been derived from Nielsen’s historical consolidated financial statements included elsewhere in this prospectus. The predecessor historical information for the period January 1, 2006 to May 23, 2006 and the successor historical information as of December 31, 2006 and for the period from May 24, 2006 to December 31, 2006 have been derived from Nielsen’s historical consolidated financial statements included elsewhere in this prospectus. The audited financial statements from which the summary historical and pro forma financial information set forth below has been derived were prepared in accordance with U.S. GAAP. In making your investment decision, you should rely solely on the financial information contained in this prospectus.

The summary unaudited pro forma consolidated statement of operations for the fiscal year ended December 31, 2006 was prepared to give effect to the Transactions as if they had occurred on January 1, 2006. The pro forma adjustments are based upon available information and certain assumptions that are factually supportable and that we believe are reasonable. The summary unaudited pro forma consolidated financial data are for informational purposes only and do not purport to represent what our actual consolidated results of operations actually would have been if the Transactions had occurred at any given date, nor are they necessarily indicative of future consolidated results of operations.

The summary historical and unaudited pro forma consolidated financial data should be read in conjunction with “Unaudited Pro Forma Consolidated Financial Information,” “Selected Historical Consolidated Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited consolidated financial statements and related notes appearing elsewhere in this prospectus.

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	Pro forma Year Ended December 31, 2006			May 24, through December 31, 2006			January 1, through May 23, 2006			Year Ended December 31,
										2005		2004		2003
				(Successor)			(Predecessor)			(Predecessor)		(Predecessor)		(Predecessor)
							(Amounts in millions)
		unaudited													unaudited
Statement of Income Data:
Revenues	$	4,174		$	2,548		$	1,626		$	4,059	$	3,814	$	3,429
(Loss)/income from continuing operations (1)		(377	)		(279	)		(14	)		172		278		335

(1) The unaudited pro forma loss for the full year ended December 31, 2006 was mainly due to $654 million in interest expense, a $90 million deferred revenue purchase price adjustment, restructuring charges of $75 million and $74 million from foreign currency exchange loss.

	December 31, 2006		December 31,
			2005		2004		2003
	(Successor)		(Predecessor)		(Predecessor)		(Predecessor)
			(Amounts in millions)
							unaudited
Balance Sheet Data: (1)
Total assets	$	16,099	$	10,663	$	13,801	$	13,577
Long-term debt excluding capital leases		7,674		2,482		4,531		4,905
Capital leases		145		155		163		156

(1) A pro forma balance sheet has not been presented due to the fact that the Transactions are reflected in our Successor December 31, 2006 balance sheet.

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RISK FACTORS

You should carefully consider the risk factors set forth below as well as the other information contained in this prospectus before participating in the exchange offer. The risks described below are not the only risks facing us. Additional risks and uncertainties not currently known to us or those we currently view to be immaterial may also materially and adversely affect our business, financial condition or results of operations. Any of the following risks could materially and adversely affect our business, financial condition or results of operations. In such a case, you may lose all or a part of your original investment.

Risks Related to an Investment in the Notes

Our substantial indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations under these notes.

We have now and, after the exchange offer will continue to have a significant amount of indebtedness. On December 31, 2006, we had total indebtedness of $7,973 million, of which $1,465 million consisted of the Senior Notes and Senior Subordinated Discount Notes, $277 million consisted of the Senior Discount Notes issued by Nielsen, and the balance consisted of $5,220 million under the new senior secured credit facilities, $706 million of existing indebtedness of Nielsen and $305 million of existing capital lease obligations and other subsidiary indebtedness.

Our substantial indebtedness could have important consequences to you. For example, it could:

• make it more difficult for us to satisfy our obligations with respect to the notes;

• increase our vulnerability to general adverse economic and industry conditions;

• require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, product development efforts and other general corporate purposes;

• limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

• expose us to the risk of increased interest rates as certain of our borrowings, including borrowings under our new senior secured credit facilities and Nielsen’s existing floating rate notes will be at variable rates of interest;

• restrict us from making strategic acquisitions or causing us to make non-strategic divestitures;

• limit our ability to obtain additional financing for working capital, capital expenditures, product development, debt service requirements, acquisitions and general corporate or other purposes;

• limit our ability to adjust to changing market conditions; and

• place us at a competitive disadvantage compared to our competitors that have less debt.

In addition, the indentures contain, and our new senior secured credit facilities will contain financial and other restrictive covenants that will limit our ability to engage in activities that may be in our best interests long-term. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all of our debt.

Despite current indebtedness levels, we and our subsidiaries may still be able to incur substantially more debt. This could further exacerbate the risks associated with our substantial leverage.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future. The terms of the indentures do not fully prohibit us or our subsidiaries from doing so. The revolving credit facility under our

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new senior secured credit facilities would permit additional borrowing of up to $688 million after completion of this exchange offer, and all of those borrowings would rank senior to the notes and the subsidiary guarantees. If new debt is added to our and our subsidiaries’ current debt levels, the related risks that we and they now face could intensify. See “Description of Other Indebtedness—New Senior Secured Credit Facilities.”

To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.

Our ability to make payments on and to refinance our indebtedness, including these notes, and to fund planned capital expenditures and product development efforts will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

We cannot assure you that our business will generate sufficient cash flow from operations, that currently anticipated cost savings and operating improvements will be realized on schedule or that future borrowings will be available to us under our new senior secured credit facilities in an amount sufficient to enable us to pay our indebtedness, including the notes, or to fund our other liquidity needs. At December 31, 2006, we had $5,353 million nominal amount of debt under the new senior secured credit facilities (which bears interest at floating rates) and Nielsen’s existing floating rate notes. A one percent increase in this floating rate indebtedness would increase annual interest expense by approximately $54 million. Given our increased exposure to volatility in floating rates after the Transactions, we evaluated hedging opportunities and entered into hedging transactions in November, 2006, January, 2007 and February, 2007. Our cash interest expense on issued debt for fiscal 2007 is expected to be $488 million. After giving effect to these interest rate swap agreements, a one percentage point increase in interest rates would increase annual interest expense by $22 million. We may need to refinance all or a portion of our indebtedness, including these notes, on or before maturity. We cannot assure you that we will be able to refinance any of our indebtedness, including our new senior secured credit facilities and the notes, on commercially reasonable terms or at all.

You will be required to pay U.S. federal income tax on accrual of original issue discount on the Senior Subordinated Discount Notes even if the Issuers do not pay cash interest.

The Senior Subordinated Discount Notes will be issued at a substantial discount to their principal amount at maturity. There will be no periodic payments of cash interest on the Senior Subordinated Discount Notes prior to August 1, 2011. However, for U.S. federal income tax purposes, original issue discount will accrue from the issue date of the Senior Subordinated Discount Notes through the date that the Senior Subordinated Discount Notes are repaid. Consequently, you will be required to include amounts in your gross income for U.S. federal income tax purposes in advance of your receipt of the cash payments to which the income is attributable. See “Description of the Senior Subordinated Discount Notes—Principal, Maturity and Interest” and “Material U.S. Federal Income Tax Consequences.”

Your right to receive payments on each series of notes is effectively subordinated to those lenders who have a security interest in our assets.

Our obligations under the notes and our guarantors’ obligations under their guarantees of the notes are unsecured, but our obligations under our new senior secured credit facilities and each guarantor’s obligations under their guarantees of the new senior secured credit facilities are secured by a security interest in substantially all of our domestic tangible and intangible assets, including the stock of most of our wholly owned U.S. subsidiaries, and the assets and a portion of the stock of certain of our non-U.S. subsidiaries. If we are declared bankrupt or insolvent, or if we default under our new senior secured credit facilities, the lenders could declare all of the funds borrowed thereunder, together with accrued interest, immediately due and payable. If we were unable to repay such indebtedness, the lenders could foreclose on the pledged assets to the exclusion of holders of the notes, even if an event of default exists under the indentures governing the notes at such time.

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Furthermore, if the lenders foreclose and sell the pledged equity interests in any subsidiary guarantor under the notes, then that guarantor will be released from its guarantee of the notes automatically and immediately upon such sale. In any such event, because the notes will not be secured by any of our assets or the equity interests in subsidiary guarantors, it is possible that there would be no assets remaining from which your claims could be satisfied or, if any assets remained, they might be insufficient to satisfy your claims fully. See “Description of Other Indebtedness.”

As of December 31, 2006, the aggregate amount of our secured indebtedness and the secured indebtedness of our subsidiaries was approximately $5,499 million, and approximately $688 million was available for additional borrowing under the new senior secured revolving credit facility. The indentures governing the notes permit us and our restricted subsidiaries to incur substantial additional indebtedness in the future, including senior secured indebtedness. See “Description of Other Indebtedness—New Senior Secured Credit Facilities.”

Your right to receive payments on the Senior Subordinated Discount Notes is junior to our existing indebtedness and possibly all of our future borrowings. Further, the guarantees of the Senior Subordinated Discount Notes are junior to all of our guarantors’ existing indebtedness and possibly to all their future borrowings.

The Senior Subordinated Discount Notes and the guarantees thereof rank behind all of the Issuers’ and the guarantors’ existing indebtedness including the new senior secured credit facilities and the Senior Notes and all of their future borrowings (in each case, other than trade payables), except any future indebtedness that expressly provides that it ranks equal with, or subordinated in right of payment to, the Senior Subordinated Discount Notes and the guarantees. The existing $706 million of indebtedness of Nielsen and $277 million of the Nielsen Senior Discount Notes, however, is only senior to Nielsen’s guarantee of the Senior Subordinated Discount Notes and is otherwise structurally subordinated to all other guarantees of such notes and to the notes themselves. As a result, upon any distribution to the Issuers’ creditors or the creditors of the guarantors in a bankruptcy, liquidation or reorganization or similar proceeding relating to us or the guarantors or our or their property, the holders of our senior debt and the guarantors will be entitled to be paid in full before any payment may be made with respect to the Senior Subordinated Discount Notes or the guarantees.

In addition, all payments on the Senior Subordinated Discount Notes and the guarantees will be blocked in the event of a payment default on senior debt and may be blocked for up to 179 of 360 consecutive days in the event of certain non-payment defaults on senior debt.

In the event of a bankruptcy, liquidation or reorganization or similar proceeding relating to the Issuers or the guarantors, holders of the Senior Subordinated Discount Notes will participate with trade creditors and all other holders of our and the guarantor subordinated indebtedness in the assets remaining after the Issuers and the guarantors have paid all of their senior debt. However, because the indenture governing the Senior Subordinated Discount Notes requires that amounts otherwise payable to holders of the Senior Subordinated Discount Notes in a bankruptcy or similar proceeding be paid to holders of senior debt instead, holders of the Senior Subordinated Discount Notes may receive less, ratably, than holders of trade payables in any such proceeding. In any of these cases, the Issuers and the guarantors may not have sufficient funds to pay all of the creditors and holders of Senior Subordinated Discount Notes may receive less, ratably, than the holders of their senior debt.

The Senior Subordinated Discount Notes and the subsidiary guarantees have been subordinated to $6,125 million of senior debt. We will be permitted to borrow substantial additional indebtedness, including senior debt, in the future under the terms of the indentures governing the notes.

The Issuers of the notes are entities with no independent operations. The Issuers’ ability to repay their debt, including the notes, depends upon the performance of Nielsen and its other subsidiaries.

The Issuers of the notes are entities with no independent operations. All of our operations will be conducted by Nielsen and its other subsidiaries, and the Issuers will have no significant assets other than Nielsen Finance LLC, which will own all the shares of Nielsen Finance Co. As a result, the Issuers’ cash flow and their ability to

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service their indebtedness, including their ability to pay the interest and principal amount of the notes when due, will depend on the performance of Nielsen and its other subsidiaries and the ability of those entities to distribute funds to the Issuers.

Your right to receive payments on these notes could be adversely affected if any of our non-guarantor subsidiaries or less than wholly owned subsidiaries declare bankruptcy, liquidate, or reorganize.

Some but not all of our wholly owned subsidiaries will guarantee the notes. In addition, our less than wholly owned subsidiaries including NetRatings, Inc. and BuzzMetrics Inc. will not guarantee the notes nor will they be subject to the restrictive covenants in the notes. In the event of a bankruptcy, liquidation or reorganization of any of our non-guarantor subsidiaries or less than wholly owned subsidiaries, holders of their indebtedness and their trade creditors will generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to us.

These notes are structurally junior to $1,178 million of indebtedness and other liabilities (including trade payables) of our non-guarantor subsidiaries and our less than wholly owned subsidiaries. The subsidiaries that did not guarantee the notes accounted for approximately $699 million, or 43%, of our total revenue and approximately $16 million, or 28%, of our operating income for the Predecessor period (January 1, 2006 through May 23, 2006) and accounted for approximately $1,142 million, or 45%, of our total revenue and approximately $75 million, or 69%, of our operating income, and approximately $6,710 million, or 42%, of our total assets for the Successor period (May 24, 2006 through December 31, 2006).

We may not have the ability to raise the funds necessary to finance the change of control offer required by the indentures.

Upon the occurrence of certain specific kinds of change of control events, we will be required to offer to repurchase all outstanding notes at 101% of the principal amount thereof plus, without duplication, accrued and unpaid interest and additional interest, if any, to the date of repurchase. However, it is possible that we will not have sufficient funds at the time of the change of control to make the required repurchase of notes or that restrictions in our new credit facility will not allow such repurchases. In addition, certain important corporate events, such as leveraged recapitalizations that would increase the level of our indebtedness, would not constitute a “Change of Control” under the indentures. See “Description of Senior Notes—Repurchase at the Option of Holders” and “Description of Senior Subordinated Discount Notes—Repurchase at the Option of Holders.”

Federal and state statutes allow courts, under specific circumstances, to void notes and guarantees and require note holders to return payments received.

If we or any guarantor becomes a debtor in a case under the U.S. Bankruptcy Code or encounter other financial difficulty, under federal or state fraudulent transfer law a court may void or otherwise decline to enforce the notes or the guarantees. A court might do so if it found that when we issued the notes or the guarantor entered into its guarantee, or in some states when payments became due under the notes or the guarantees, we could be subordinated to all other debts of that guarantor if, among other things, the guarantor or we received less than reasonably equivalent value or fair consideration and either:

• was insolvent or rendered insolvent by reason of such incurrence; or

• was left with inadequate capital to conduct its business; or

• believed or reasonably should have believed that it would incur debts beyond its ability to pay.

The court might also void an issuance of notes or a guarantee, without regard to the above factors, if the court found that we issued the notes or the applicable guarantor entered into its guarantee with actual intent to hinder, delay or defraud its creditors.

A court would likely find that we or a guarantor did not receive reasonably equivalent value or fair consideration for the notes or its guarantee, if an Issuer or a guarantor did not substantially benefit directly or

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indirectly from the issuance of the notes. If a court were to void the issuance of the notes or any guarantee you would no longer have any claim against an Issuer or the applicable guarantor. Sufficient funds to repay the notes may not be available from other sources, including the remaining obligors, if any. In addition, the court might direct you to repay any amounts that you already received from an Issuer or a guarantor.

The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:

• the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets; or

• if the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

• it could not pay its debts as they become due.

On the basis of historical financial information, recent operating history and other factors, we believe that each guarantor, after giving effect to its guarantee of these notes, will not be insolvent, will not have unreasonably small capital for the business in which it is engaged and will not have incurred debts beyond its ability to pay such debts as they mature. We cannot assure you, however, as to what standard a court would apply in making these determinations or that a court would agree with our conclusions in this regard.

If a bankruptcy petition were filed by or against us, holders of Senior Subordinated Discount Notes may receive a lesser amount for their claim than they would have been entitled to receive under the Indenture governing the Senior Subordinated Discount Notes.

If a bankruptcy petition were filed by or against us under the U.S. Bankruptcy Code after the issuance of the Senior Subordinated Discount Notes, the claim by any holder of the Senior Subordinated Discount Notes for the principal amount of the Senior Subordinated Discount Notes may be limited to an amount equal to the sum of:

• the original issue price for the Senior Subordinated Discount Notes; and

• that portion of the original issue discount that does not constitute “unmatured interest” for purposes of the U.S. Bankruptcy Code.

Any original issue discount that was not amortized as of the date of the bankruptcy filing would constitute unmatured interest. Accordingly, holders of the Senior Subordinated Discount Notes under these circumstances may receive a lesser amount than they would be entitled to under the terms of the Indenture governing the Senior Subordinated Discount Notes, even if sufficient funds are available.

Dutch insolvency laws to which we are subject may not be as favorable to you as U.S. or other insolvency laws.

The Dutch guarantors are incorporated under the laws of the Netherlands and have their registered offices in the Netherlands. Therefore and subject to applicable EU insolvency regulations, any insolvency proceedings in relation to Dutch guarantors would likely be based on Dutch insolvency law. Dutch insolvency proceedings differ significantly from insolvency proceedings in the U.S. and may make it more difficult for holders of Notes to recover the amount they would normally expect to recover in a liquidation or bankruptcy proceeding in the U.S.

In addition, a guarantee granted by a Dutch legal entity may, under certain circumstances, be nullified by any of its creditors, if (i) the creditor concerned was prejudiced as a consequence of the guarantee and (ii) at the time the guarantee was granted both the legal entity and, unless the guarantee was granted for no consideration, the beneficiary of the guarantee knew or should have known that one or more of the entities’ creditors (existing

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or future) would be prejudiced. Also to the extent that Dutch insolvency law applies, a guarantee or security may be nullified by the receiver on behalf of and for the benefit of all creditors of the insolvent entity. The foregoing requirements apply mutatis mutandis for such actions.

Enforcement of guarantees by Dutch guarantors under the Notes may be subject to certain limitations and will require satisfaction of certain conditions.

Under Dutch law, enforcement of guarantees may, in whole or in part, be limited to the extent that the undertakings of each Dutch guarantor under its guarantee are deemed to be in conflict with its objects (ultra vires). The issuing of such guarantee may conflict with such Dutch guarantor’s objects if (i) the text of the objects clause in it articles of association (statuten) does not include a reference to the issuance of guarantees to secure the obligations of affiliated companies, and (ii) such Dutch guarantor does not, irrespective of the wording of the objects clause, derive certain direct or indirect commercial benefit from the offering in respect of which such guarantee is issued.

Judgments obtained in the U.S. may not be enforceable in the Netherlands against Dutch guarantors under the Notes.

The U.S. and the Netherlands do not currently have a treaty providing for the recognition and enforcement of judgments (other than arbitration awards) in civil and commercial matters. Therefore, any final judgment for the payment of money rendered by any federal or state court in the U.S. based on civil liability, whether or not predicated solely upon U.S. federal securities laws, would not be automatically enforceable in the Netherlands and new proceedings on the merits would have to be initiated before a Dutch court. However, if the party in whose favor such final judgment is rendered brings a new suit in a competent court in the Netherlands such a party may submit to a Dutch court the final judgment that has been rendered in the U.S. and such court will have the discretion to attach such weight to that judgment as it deems appropriate. To the extent that a Dutch court finds that the judgment rendered by a federal or state court in the U.S. (a) has not been rendered in violation of elementary principles of fair trial, and (b) does not contravene public policy of the Netherlands, the Dutch court will, under current practice, in principle, give binding effect to such judgment.

You may face foreign exchange risks by investing in the Senior Euro Notes.

The Senior Euro Notes will be denominated and payable in Euros. If you are a U.S. investor, an investment in the Senior Euro Notes will entail foreign exchange related risks due to, among other factors, possible significant changes in the value of the Euro relative to the U.S. Dollar because of economic, political and other factors over which we have no control. Depreciation of the Euro against the U.S. Dollar could cause a decrease in the effective yield of the Senior Euro Notes below their stated coupon rates and could result in a loss to you on a U.S. Dollar basis.

If you do not properly tender your old notes, you will continue to hold unregistered old notes and be subject to the same limitations on your ability to transfer old notes.

We will only issue exchange notes in exchange for old notes that are timely received by the exchange agent together with all required documents, including a properly completed and signed letter of transmittal. Therefore, you should allow sufficient time to ensure timely delivery of the old notes and you should carefully follow the instructions on how to tender your old notes. Neither we nor the exchange agent are required to tell you of any defects or irregularities with respect to your tender of the old notes. If you are eligible to participate in the exchange offer and do not tender your old notes or if we do not accept your old notes because you did not tender your old notes properly, then, after we consummate the exchange offer, you will continue to hold old notes that are subject to the existing transfer restrictions and will no longer have any registration rights or be entitled to any additional interest with respect to the old notes. In addition:

• if you tender your old notes for the purpose of participating in a distribution of the exchange notes, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes; and

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• if you are a broker-dealer that receives exchange notes for your own account in exchange for old notes that you acquired as a result of market-making activities or any other trading activities, you will be required to acknowledge that you will deliver a prospectus in connection with any resale of those exchange notes.

We have agreed that, for a period of 180 days after the exchange offer is consummated, we will make this prospectus available to any broker-dealer for use in connection with any resales of the exchange notes.

After the exchange offer is consummated, if you continue to hold any old notes, you may have difficulty selling them because there will be fewer old notes outstanding.

An active trading market may not develop for the exchange notes, in which case the trading market liquidity and the market price quoted for the exchange notes could be adversely affected.

The exchange notes are a new issue of securities with no established trading market. The liquidity of the trading market in the exchange notes, and the market price quoted for the exchange notes, may be adversely affected by changes in the overall market for high yield securities and by changes in our financial performance or prospects or in the prospects for companies in our industry generally. As a result, you cannot be sure that an active trading market will develop for the exchange notes. In addition, if a large amount of old notes are not tendered or are tendered improperly, the limited amount of exchange notes that would be issued and outstanding after we consummate the exchange offer would reduce liquidity and could lower the market price of those exchange notes.

Risks Related to Our Business

Our restructuring and integration of our business may not benefit the combined business and may lead to higher operating costs. In addition, we may not realize the anticipated cost savings related to this transformation initiative pursuant to the anticipated timetable or at all. We also cannot assure you that we will not exceed one time restructuring costs associated with implementing the anticipated cost savings.

On December 18, 2006, we announced a corporate strategy and related restructuring to phase out over time our Marketing Information and Media Measurement and Information group structures and integrate Nielsen with consolidated global business services and functions. The restructuring calls for the combination of product innovation, research and development and marketing into a single organization to identify new product opportunities and accelerate their development and commercialization. We will also transition to a unified global client service organization to simplify client interactions and more easily access internal expertise to offer integrated solutions. In addition, we intend to centralize operational and information technology functions into a new global business services organization. The restructuring and integration of our business may not be successful or benefit the combined business through cost savings or revenue enhancements and may lead to higher operating costs. Successful restructuring and integration of our business will depend upon our management’s ability to manage the integrated operations effectively and to benefit from cost savings and operating efficiencies through, for example, the reduction of overhead and costs. Furthermore, if the reorganization and integration effort is not successful, our ability to operate as we have operated before may be negatively affected.

Other risks that may result from the restructuring and integration include:

• the difficulty of integrating the operations and personnel of our Marketing Information and Media Measurement and Information group structures;

• the potential disruption of both groups’ business;

• the diversion of management’s attention and other resources;

• the process of integrating may be more complex and require a longer than anticipated time frame to achieve a successful integration; and

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• the possible inability of the groups to maintain uniform standards, controls, procedures and policies.

In addition, we estimate that this initiative will require us to incur approximately an additional $175 million in restructuring costs and capital investment over the next three years. Our ability to successfully realize cost savings and the timing of any realization may be affected by a variety of factors including, without limitation, our ability to reduce our purchasing expenditures, consolidate our information technology infrastructure, extend our outsourcing programs and reduce other general and administrative expenses. The restructuring costs associated with implementing our transformation initiative may exceed the anticipated implementation costs. We may not achieve the anticipated cost savings and we may not achieve the cost savings and integration within the time we currently expect.

We may be unable to adapt to significant technological change which could adversely affect our business.

We operate in businesses that require sophisticated data collection and processing systems and software and other technology. Some of the technologies supporting the industries we serve are changing rapidly. If we are unable to successfully adapt to changing technologies, either through the development and marketing of new products and services or through enhancements to our existing products and services to meet customer demand, our business, financial position and results of operations would be adversely affected. There can be no guarantee that we will be able to develop new techniques for data collection, processing and delivery or that we will be able to do so as quickly or as cost-effectively as our competition.

Moreover, the introduction of new products and services embodying new technologies and the emergence of new industry standards could render existing products and services obsolete. Our continued success will depend on our ability to adapt to changing technologies, manage and process ever-increasing amounts of data and information and improve the performance, features and reliability of our existing products and services in response to changing client and industry demands. We may experience difficulties that could delay or prevent the successful design, development, testing, introduction or marketing of our products and services. New products and services, or enhancements to existing products and services, may not adequately meet the requirements of current and prospective clients or achieve any degree of significant market acceptance.

The increased use of radio frequency identification (“RFID”) technology may make it more difficult for our household panelists to transmit purchase data to us and may increase our costs of processing retail data, as our data processing systems are not configured to process RFID codes or handle the volume of data RFID codes would generate.

Traditional methods of television viewing are changing as a result of fragmentation of channels and digital and other new television technologies, such as video-on-demand, digital video recorders and Internet viewing. This may have an adverse effect on the rates that our customers are willing to pay for network television commercials and consequently on the amounts they are willing to pay for our services. If we are unable to successfully adapt our media measurement systems to new viewing habits, our business, financial position and results of operations could be adversely affected.

There is a general industry trend toward online adoption of traditional print media in the business-to-business information field. Many of the publications produced by our Nielsen Business Media segment are print publications. If we are unable to successfully adapt our Business Information products to an online media format, our business, financial position and results of operations could be adversely affected.

Consolidation in the consumer packaged goods, media, entertainment and technology industries could put pressure on the pricing of our information products and services, thereby leading to decreased earnings.

Consolidation in the consumer packaged goods, media, entertainment and technology industries could reduce aggregate demand for our products and services in the future and could limit the amounts we earn for our

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products and services. When companies merge, the products and services they previously purchased separately are often purchased by the combined entity in the aggregate in a lesser quantity than before, leading to volume compression and loss of revenue. While we attempt to mitigate the revenue impact of any consolidation by expanding our range of products and services, there can be no assurance as to the degree to which we will be able to do so as industry consolidation continues, which could adversely affect our business, financial position and operating results.

Client procurement strategies could put additional pressure on the pricing of our information products and services, thereby leading to decreased earnings.

Certain of our clients may continue to seek further price concessions from us. This puts pressure on the pricing of our information products and services, which could limit the amounts we earn. While we attempt to mitigate the revenue impact of any pricing pressure through effective negotiations and by providing services to individual businesses within particular groups, there can be no assurance as to the degree to which we will be able to do so, which could adversely affect our business, financial position and operating results.

An economic downturn generally, and in the consumer packaged goods, media, entertainment or technology industries in particular, could adversely impact our revenue.

We expect that revenues generated from our marketing information and television audience measurement services and related software and consulting services will continue to represent a substantial portion of our overall revenue for the foreseeable future. To the extent the businesses we service, especially our clients in the consumer packaged goods, media, entertainment and technology industries, are subject to the financial pressures of, for example, increased costs or reduced demand for their products, the demand for our services, or the prices our clients are willing to pay for those services, may decline.

Clients of our Media Measurement & Information segment derive a significant amount of their revenue from the sale or purchase of advertising. During challenging economic times, advertisers may reduce advertising expenditures and advertising agencies and other media may be less likely to purchase our media information services.

Our Nielsen Business Media segment derives a significant amount of its revenues from the sale of business-to-business publications and reductions by our clients in the number of their subscriptions to our publications may adversely affect the revenue of our trade publications.

The success of our business depends on our ability to recruit sample participants to participate in our research samples.

Our business uses scanners and diaries to gather consumer data from sample households as well as Set Meters, People Meters, Active/Passive Meters and diaries to gather television audience measurement data from sample households. It is increasingly difficult and costly to obtain consent from households to participate in the surveys. In addition, it is increasingly difficult and costly to ensure that the selected sample of households mirrors the behaviors and characteristics of the entire population and covers all of the demographic segments our clients request. Additionally, as consumers adopt modes of telecommunication other than traditional telephone service, such as mobile, cable and Internet calling, it may become more difficult for our businesses to reach and recruit participants for consumer purchasing and audience measurement services. If we are unsuccessful in our efforts to recruit appropriate participants and maintain adequate participation levels, our clients may lose confidence in our ratings services and we could lose the support of the relevant industry groups. If this were to happen, our consumer purchasing and audience measurement businesses may be materially and adversely affected.

Data protection laws may restrict our activities and increase our costs.

Data protection laws affect our collection, use, storage and transfer of personally identifiable information both abroad and in the U.S. Compliance with these laws may require investment or may dictate that we not offer

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certain types of products and services. Failure to comply with these laws may result in, among other things, civil and criminal liability, negative publicity, data being blocked from use and liability under contractual warranties. In addition, there is an increasing public concern regarding data protection issues, and the number of jurisdictions with data protection laws has been slowly increasing. There is also the possibility that the scope of existing privacy laws may be expanded. For example, several countries including the U.S. have regulations that restrict telemarketing to individuals who request to be included on a do-not-call list. Typically, these regulations target sales activity and do not apply to market research. If the laws were extended to include market research, our ability to recruit research participants could be adversely affected. There can be no assurance that these initiatives or future initiatives would not adversely affect our ability to generate or assemble data or to develop or market current or future products or services.

Our success will depend on our ability to protect our intellectual property rights.

The success of our business will depend, in part, on:

• obtaining patent protection for our technology, products and services;

• defending our patents, copyrights, trademarks, service marks and other intellectual property;

• preserving our trade secrets and maintaining the security of our know-how and data; and

• operating without infringing upon patents and proprietary rights held by third parties.

We rely on a combination of contractual provisions, confidentiality procedures and patent, copyright, trademark, service mark and trade secret laws to protect the proprietary aspects of our brands, technology, data and estimates. These legal measures afford only limited protection, and competitors may gain access to our intellectual property and proprietary information. The patents we own could be challenged, invalidated or circumvented by others and may not be of sufficient scope or strength to provide us with any meaningful protection or commercial advantage. Our trade secrets, data and know how could be subject to unauthorized use, misappropriation, or disclosure, despite having required our employees, consultants, customers, and collaborators to enter into confidentiality agreements. Our trademarks could be challenged, forcing us to rebrand our products or services, resulting in loss of brand recognition and requiring us to devote resources to advertising and marketing new brands. Furthermore, litigation may be necessary to enforce our intellectual property rights, to protect our trade secrets and to determine the validity and scope of our proprietary rights.

There can be no assurance that the intellectual property laws and other statutory and contractual arrangements we currently depend upon will provide sufficient protection in the future to prevent the infringement, use or misappropriation of our trademarks, patents, data, technology and other products and services. In addition, the growing need for global data, along with increased competition and technological advances, puts increasing pressure on us to share our intellectual property for client applications. Any future litigation, regardless of outcome, could result in substantial expense and diversion of resources with no assurance of success and could adversely affect our business, results of operation and financial condition.

If third parties claim that we infringe upon their intellectual property rights, our operating profits could be adversely affected.

We face the risk of claims that we have infringed third parties’ intellectual property rights. Any claims of intellectual property infringement, even those without merit, could:

• be expensive and time consuming to defend;

• cause us to cease providing our products and services that incorporate the challenged intellectual property;

• require us to redesign or rebrand our products or services; if feasible;

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• divert management’s attention and resources; or

• require us to enter into royalty or licensing agreements in order to obtain the right to use a third party’s intellectual property.

Any royalty or licensing agreements, if required, may not be available to us on acceptable terms or at all. A successful claim of infringement against us could result in our being required to pay significant damages, enter into costly license or royalty agreements, or stop the sale of certain products or services, any of which could have a negative impact on our operating profits and harm our future prospects and financial condition.

We may be unable to currently deduct original issue discount for U.S. federal income tax purposes with respect to our Senior Subordinated Discount Notes.

In the event the Senior Subordinated Discount Notes are considered to be applicable high yield discount obligations for U.S. federal income tax purposes, we will not be permitted to deduct for U.S. federal income tax purposes OID accrued on the Senior Subordinated Discount Notes until such time as we actually pay such OID in cash or in property other than our stock or our debt (or stock or debt of a person related to us). Moreover, if the amount of the OID exceeds a certain threshold amount, such amount will not be deductible at any time by us for U.S. federal income tax purposes (regardless of whether we actually pay such amount in cash or other property). In the event we are unable to deduct OID for U.S. federal income tax purposes this may have a material adverse effect on our business, financial condition or results of operations.

We generate revenues throughout the world which are subject to exchange rate fluctuations and our revenue and net income may suffer due to currency translations.

Our U.S. operations earn revenue and incur expenses primarily in dollars, while our European operations earn revenue and incur expenses primarily in Euros. Outside the U.S. and the European Union, we generate revenue and expenses predominantly in local currencies. Because of fluctuations (including possible devaluations) in currency exchange rates or the imposition of limitations on conversion of foreign currencies into U.S. Dollars, we are subject to currency translation exposure on the profits of our operations, in addition to economic exposure. This risk could have a material adverse effect on our business, results of operations and financial condition.

Our international operations are exposed to risks which could impede growth in the future.

We continue to explore opportunities in major international markets around the world. Our recent progress in rapidly developing markets such as China, Russia, India and Brazil illustrates our success with this strategy. We believe there is demand internationally for quality consumer packaged goods retail information from global retailers and audience information from global advertisers. However, international business is exposed to various additional risks, which could adversely affect our business, including:

• costs of customizing services for clients outside of the U.S.;

• reduced protection for intellectual property rights in some countries;

• the burdens of complying with a wide variety of foreign laws;

• difficulties in managing international operations;

• longer sales and payment cycles;

• exposure to foreign currency exchange rate fluctuation;

• exposure to local economic conditions; and

• exposure to local political conditions, including the risks of an outbreak of war, the escalation of hostilities, acts of terrorism and seizure of assets by a foreign government.

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In countries where there has not been a historical practice of using consumer packaged goods retail information or audience measurement information in the buying and selling of advertising time, it may be difficult for us to maintain subscribers.

Criticism of our audience measurement service by various industry groups and market segments could adversely affect our business.

Due to the high-profile nature of our services in the media, Internet and entertainment information industries, we could become the target of criticism by various industry groups and market segments. We strive to be fair, transparent and impartial in the production of audience measurement services and the quality of our U.S. ratings services are voluntarily reviewed and accredited by the Media Rating Council, a voluntary trade organization, whose members include many of our key client constituencies. However, criticism of our business by special interests, and by clients with competing and often conflicting demands on the measurement service, could result in government regulation. While we believe that government regulation is unnecessary, no assurance can be given that legislation will not be enacted in the future that would subject our business to regulation, which could adversely affect our business.

A relatively small number of clients contribute a significant percentage of our total revenues.

A relatively small number of clients contribute a significant percentage of our total revenues. In 2006, our top ten customers accounted for approximately 19% of our total pro forma revenues. We cannot assure you that any of our clients will continue to use our services to the same extent, or at all, in the future. A loss of one or more of our largest clients, if not replaced by a new client or an increase in business from existing clients, would adversely affect our prospects, business, financial condition and results of operations.

We rely on third parties to provide certain data and services in connection with the provision of our current services.

We rely on third parties to provide certain data and services for use in connection with the provision of our current services. These suppliers of data may increase restrictions on our use of such data, fail to adhere to our quality control standards, increase the price they charge us for this data or refuse altogether to license the data to us. In addition, we may need to enter into agreements with third parties to assist with the marketing, technical and financial aspects of expanding our services for other types of media. In the event we are unable to use such third party data and services or if we are unable to enter into agreements with third parties, when necessary, our business and/or our potential growth could be adversely affected. In the event that such data and services are unavailable for our use or the cost of acquiring such data and services increases, our business could be adversely affected.

Long term disruptions in the mail, telecommunication infrastructure and/or air service could adversely affect our business.

Our business is dependent on the use of the mail, telecommunication infrastructure and air service. Long term disruptions in one or more of these services, which could be caused by events such as natural disasters, the outbreak of war, the escalation of hostilities, and/or acts of terrorism could adversely affect our business, financial position and operating results.

Hardware and software failures, delays in the operation of our computer and communications systems or the failure to implement system enhancements may harm our business.

Our success depends on the efficient and uninterrupted operation of our computer and communications systems. A failure of our network or data gathering procedures could impede the processing of data, delivery of databases and services, client orders and day-to-day management of our business and could result in the

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corruption or loss of data. While many of our businesses have appropriate disaster recovery plans in place, we currently do not have full backup facilities everywhere in the world to provide redundant network capacity in the event of a system failure. Despite any precautions we may take, damage from fire, floods, hurricanes, power loss, telecommunications failures, computer viruses, break-ins and similar events at our various computer facilities could result in interruptions in the flow of data to our servers and from our servers to our clients. In addition, any failure by our computer environment to provide our required data communications capacity could result in interruptions in our service. In the event of a delay in the delivery of data, we could be required to transfer our data collection operations to an alternative provider of server hosting services. Such a transfer could result in significant delays in our ability to deliver our products and services to our clients. Additionally, significant delays in the planned delivery of system enhancements and improvements, or inadequate performance of the systems once they are completed, could damage our reputation and harm our business. Finally, long-term disruptions in infrastructure caused by events such as natural disasters, the outbreak of war, the escalation of hostilities, and acts of terrorism (particularly involving cities in which we have offices) could adversely affect our businesses. Although we carry property and business interruption insurance, our coverage may not be adequate to compensate us for all losses that may occur.

Our services involve the storage and transmission of proprietary information. If our security measures are breached and unauthorized access is obtained, our services may be perceived as not being secure and panelists and survey respondents may hold us liable for disclosure of personal data, and customers and venture partners may hold us liable or reduce their use of our services.

We store and transmit large volumes of proprietary information and data that contains personally identifiable information about individuals. Security breaches could expose us to a risk of loss of this information, litigation and possible liability and our reputation could be damaged. For example, hackers or individuals who attempt to breach our network security could, if successful, misappropriate proprietary information or cause interruptions in our services. If we experience any breaches of our network security or sabotage, we might be required to expend significant capital and resources to protect against or to alleviate problems. We may not be able to remedy any problems caused by hackers or saboteurs in a timely manner, or at all. Techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until launched against a target, therefore we may be unable to anticipate these techniques or to implement adequate preventative measures. If an actual or perceived breach of our security occurs, the perception of the effectiveness of our security measures could be harmed and we could lose current and potential customers.

If we are unable to attract, retain and motivate employees, we may not be able to compete effectively and will not be able to expand our business.

Our success and ability to grow are dependent, in part, on our ability to hire, retain and motivate sufficient numbers of talented people, with the increasingly diverse skills needed to serve clients and expand our business, in many locations around the world. Competition for highly qualified, specialized technical and managerial, and particularly consulting personnel, is intense. Recruiting, training and retention costs and benefits place significant demands on our resources. The inability to attract qualified employees in sufficient numbers to meet particular demands or the loss of a significant number of our employees could have an adverse effect on us, including our ability to obtain and successfully complete important client engagements and thus maintain or increase our revenues.

Our internal controls over financial reporting may not be effective and our independent auditors may not be able to certify as to their effectiveness, which could have a significant and adverse effect on our business and reputation.

Section 404 of the Sarbanes Oxley Act of 2002 and rules and regulations of the SEC thereunder require that companies who are required to file reports under section 13(a) or 15(d) of the Securities Exchange Act 1934 evaluate their internal controls over financial reporting in order to allow management to report on, and their

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independent auditors to attest to, their internal controls over financial reporting. We are not currently required to comply with Section 404. Following the filing and effective date of the registration statement which this prospectus is a part of, we will become subject to Section 404 as of December 31, 2008 and we may identify conditions that may be categorized as significant deficiencies or material weaknesses in our internal controls over financial reporting. If we are unable to implement the requirements of Section 404 in a timely manner or with adequate compliance, our independent auditors may not be able to certify as to the effectiveness of our internal controls over financial reporting and we may be subject to sanctions or investigation by regulatory authorities, such as the SEC. As a result, there could be a negative reaction in the financial markets due to a loss of confidence in the reliability of our financial statements. In addition, we may be required to incur costs to improve our internal control system and the hiring of additional personnel. Any such action could negatively affect our results of operations.

Changes in tax laws or their application or the loss of Dutch tax residence may adversely affect our reported results.

We operate in more than 100 countries worldwide and our earnings are subject to taxation in many differing jurisdictions and at differing rates. We seek to organize our affairs in a tax efficient manner, taking account of the jurisdictions in which we operate. We are treated as a Netherlands tax resident for Dutch tax purposes. Tax laws that apply to our business may be amended by the relevant authorities, for example as a result of changes in fiscal circumstances or priorities. In addition, we may lose our status as a Dutch tax resident. Such amendments or their application to our business or loss of tax residence, may significantly adversely affect our reported results.

We are controlled by the Sponsors, whose interests may not be aligned with ours or yours.

The Sponsors have the power to control our affairs and policies. The Sponsors also control the election of the supervisory board, the appointment of management, the entering into of mergers, sales of substantially all of our assets and other extraordinary transactions. Ten of our thirteen supervisory board members are affiliated with the Sponsors. The members elected by the Sponsors have the authority, subject to the terms of our debt, to issue additional shares, implement share repurchase programs, declare dividends, pay advisory fees and make other decisions, and they may have an interest in our doing so. The interests of the Sponsors could conflict with your interests in material respects. Furthermore, the Sponsors are in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete directly or indirectly with us, as well as businesses that represent major customers of our businesses. The Sponsors may also pursue acquisition opportunities that may be complementary to our business, and as a result, those acquisition opportunities may not be available to us. So long as the Sponsors continue to own a significant amount of our outstanding ordinary shares, they will continue to be able to strongly influence or effectively control our decisions.

We are subject to significant competition.

We are faced with a number of competitors in the markets in which we operate. Our competitors in each market may have substantially greater financial marketing and other resources than we do and there can be no assurance that they will not in the future engage in aggressive pricing action to compete with us. Although we believe we are currently able to compete effectively in each of the various markets in which we participate, we cannot assure you that we will be able to do so or that we will be capable of maintaining or further increasing our current market share. Our failure to compete successfully in our various markets could adversely affect our business, financial condition, results of operations and cash flow.

The presence of our Global Technology and Information Center in Florida heightens our exposure to hurricanes and tropical storms.

Our technological data processing operations are concentrated at our Global Technology and Information Center at a single location in Florida. Our geographic concentration in Florida heightens our exposure to a hurricane or tropical storm. These weather events could cause severe damage to our property and technology and

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could cause major disruption to our operations. Although our Global Technology and Information Center was built in anticipation of a severe weather event and we have insurance coverage, if we were to experience a catastrophic loss, we may exceed our policy limits and/or we may have difficulty obtaining similar insurance coverage in the future. We cannot assure you that a hurricane or tropical storm could not have an adverse impact on our business.

We may be subject to antitrust litigation or government investigation in the future.

In the past, certain of our business practices have been investigated by government antitrust or competition agencies, and we have on several occasions been sued by private parties for alleged violations of the antitrust and competition laws of various jurisdictions. Following some of these actions, we have changed certain of our business practices to reduce the likelihood of future litigation. Each of these material prior legal activities has been resolved, except for the pending erinMedia and Wrapsidy litigations. There is a risk based upon the leading position of certain of our business operations that we could, in the future, be the target of investigations by government entities or actions by private parties challenging the legality of our business practices. There is currently an inquiry of this kind in Australia involving the pricing of one of our media services. Also, in markets where the retail trade is concentrated, regulatory authorities may perceive certain of our retail services as potential vehicles for collusive behavior by retailers or manufacturers. An inquiry of this type is currently pending in Finland. There can be no assurance that any such investigation or challenge will not result in an award of money damages, penalties or some form of order that might require a change in the way that we do business, which change could adversely affect our revenue stream and/or profitability.

The use of joint ventures, over which we do not have full control, could prevent us from achieving our objectives.

We have conducted and will continue to conduct a number of business initiatives through joint ventures, some of which are or may be controlled by others and which may prevent us from achieving our objectives. Our joint venture partners might have economic or business objectives that are inconsistent with our objectives. Our joint venture partners could go bankrupt, leaving us liable for their share of joint venture liabilities. Although we generally will seek to maintain sufficient control of any joint venture to permit our objectives to be achieved, we might not be able to take action without the approval of our joint venture partners. Also, our joint venture partners could take actions binding on the joint venture without our consent. Accordingly, the use of joint ventures could prevent us from achieving their intended objectives. The terms of our joint venture agreements may limit our business opportunities.

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CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS

This prospectus contains “forward looking statements” within the meaning of the federal securities laws, which involve risks and uncertainties. You can identify forward looking statements because they contain words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” or “anticipates” or similar expressions that concern our strategy, plans or intentions. All statements we make relating to our estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and financial results are forward looking statements. In addition, we, through our senior management, from time to time make forward looking public statements concerning our expected future operations and performance and other developments. These forward looking statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those that we expected. We derive many of our forward looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results.

Important factors that could cause actual results to differ materially from our expectations (“cautionary statements”) are disclosed under “Risk Factors” and elsewhere in this prospectus, including, without limitation, in conjunction with the forward looking statements included in this prospectus. All subsequent written and oral forward looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements. Some of the factors that we believe could affect our results include:

• general economic conditions, including the effects of any economic downturn on advertising spending levels, and costs of, and demand for, consumer packaged goods, media, entertainment and technology products;

• our ability to realize anticipated cost savings related to the Nielsen transformation initiative;

• the effect of disruptions to our information processing systems;

• the timing and scope of technological advances;

• our substantial indebtedness;

• certain covenants in our debt documents;

• customer procurement strategies that could put additional pricing pressure on us;

• consolidation in our customers’ industries may reduce the aggregate demand for our services;

• regulatory review by governmental agencies that oversee information gathering and changes in data protection laws;

• the ability to attract and retain customers and key personnel;

• risks to which our international operations are exposed, including local political and economic conditions, the effects of foreign currency fluctuations and the ability to comply with local laws;

• criticism of our audience measurement services;

• the possibility that our owners’ interests will conflict with ours or yours;

• the effect of disruptions in the mail, telecommunication infrastructure and/or air services;

• the ability to maintain the confidentiality of our proprietary information gathering processes;

• the ability to successfully integrate our company in accordance with our strategy; and

• the other factors set forth under “Risk Factors.”

We caution you that the foregoing list of important factors may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward looking statements contained in this prospectus may not in fact occur. We undertake no obligation to publicly update or revise any forward looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

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MARKET AND INDUSTRY DATA AND FORECASTS

Information regarding market share, market position and industry data pertaining to our business contained in this prospectus consists of our management’s knowledge of our business and markets, the 2006 Veronis Suhler Stevenson Communications Industry Forecast (the “2006 VSS Industry Forecast”), the PricewaterhouseCoopers Global Outlook in Entertainment and Media 2000–2010 (the “PricewaterhouseCoopers Global Entertainment & Media Outlook”) and other various sources.

Although we believe that the third party sources are reliable, we have not independently verified market industry data provided by third parties or by industry or general publications, and we take no further responsibility for this data. Similarly, while we believe our internal estimates with respect to our industry are reliable, our estimates have not been verified by any independent sources, and we cannot assure you that they are accurate. While we are not aware of any misstatements regarding any industry data presented in this prospectus, our estimates, in particular as they relate to market share and our general expectations concerning the global marketing and media research and the business information industries, involve risks and uncertainties and are subject to change based on various factors, including those discussed under the section entitled “Risk Factors.”

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THE EXCHANGE OFFER

Purpose and Effect of the Exchange Offer

We have entered into registration rights agreements with the initial purchasers of the old notes, in which we agreed to file a registration statement with the SEC relating to an offer to exchange the old notes for exchange notes. The registration statement of which this prospectus forms a part was filed in compliance with this obligation. We also agreed to use our reasonable best efforts to cause a registration statement to become effective under the Securities Act. In addition, we agreed to use our commercially reasonable efforts to cause the exchange offer to be consummated on or before August 19, 2007. However, if the exchange offer is not consummated on or before August 19, 2007, we will incur additional interest expense. The exchange notes will have terms substantially identical to the old notes except that the exchange notes will not contain terms with respect to transfer restrictions and registration rights and additional interest payable for the failure to consummate the exchange offer by August 19, 2007. Old notes in an aggregate principal amount of (i) $650,000,000 aggregate principal amount of our 10 % senior notes, (ii) €150,000,000 aggregate principal amount of our 9% senior notes, and (iii) $1,070,000,000 aggregate principal amount at maturity of our 12 ¹/2% senior subordinated discount notes were issued on August 9, 2006.

Under the circumstances set forth below, we will cause the SEC to declare effective a shelf registration Under the circumstances set forth below, we will cause the SEC to declare effective a shelf registration statement with respect to the resale of the old notes and we will use our reasonable best efforts to keep the shelf registration statement effective for up to two years after the effective date of the shelf registration statement. These circumstances include:

• if we determine, upon the advice of outside counsel, that, the exchange offer is not permitted due to a change in applicable law or SEC policy;

• if for any reason the registered exchange offer is not consummated by August 19, 2007;

• if any initial purchaser so requests after consummation of the registered exchange offer with respect to the old notes not eligible to be exchanged for the exchange notes and held by it following the consummation of the exchange offer;

• if any holder (other than any initial purchaser) is not eligible to participate in the exchange offer; or

• if any initial purchaser that participates in the exchange offer does not receive freely tradeable exchange notes in exchange for tendered old notes.

Each holder of old notes that wishes to exchange such old notes for transferable exchange notes in the exchange offer will be required to make the following representations:

• any exchange notes to be received by it will be acquired in the ordinary course of its business;

• it has no arrangement or understanding with any person to participate in the distribution (within the meaning of Securities Act) of the exchange notes;

• it is not our “affiliate,” as defined in Rule 405 under the Securities Act, or, if it is an affiliate, that it will comply with applicable registration and prospectus delivery requirements of the Securities Act; and

• if such holder is a broker-dealer, that it will receive exchange notes for its own account in exchange for old notes that were acquired as a result of market-making activities or other trading activities and such holder will acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes.

In addition, each broker-dealer that receives exchange notes for its own account in exchange for old notes, where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading

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activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. See “Plan of Distribution.”

Resale of Exchange Notes

Based on interpretations of the SEC staff set forth in no action letters issued to unrelated third parties, we believe that exchange notes issued in the exchange offer in exchange for old notes may be offered for resale, resold and otherwise transferred by any exchange note holder without compliance with the registration and prospectus delivery provisions of the Securities Act, if:

• such holder is not an “affiliate” of ours within the meaning of Rule 405 under the Securities Act;

• such exchange notes are acquired in the ordinary course of the holder’s business; and

• the holder does not intend to participate in the distribution of such exchange notes.

Any holder who tenders in the exchange offer with the intention of participating in any manner in a distribution of the exchange notes:

• cannot rely on the position of the staff of the SEC set forth in “Exxon Capital Holdings Corporation” or similar interpretive letters; and

• must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction.

If, as stated above, a holder cannot rely on the position of the staff of the SEC set forth in “Exxon Capital Holdings Corporation” or similar interpretive letters, any effective registration statement used in connection with a secondary resale transaction must contain the selling security holder information required by Item 507 of Regulation S-K under the Securities Act.

This prospectus may be used for an offer to resell, for the resale or for other retransfer of exchange notes only as specifically set forth in this prospectus. With regard to broker-dealers, only broker-dealers that acquired the old notes as a result of market-making activities or other trading activities may participate in the exchange offer. Each broker-dealer that receives exchange notes for its own account in exchange for old notes, where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. Please read the section captioned “Plan of Distribution” for more details regarding these procedures for the transfer of exchange notes. We have agreed that, for a period of 180 days after the exchange offer is consummated, we will make this prospectus available to any broker-dealer for use in connection with any resale of the exchange notes.

Terms of the Exchange Offer

Upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, we will accept for exchange any old notes properly tendered and not withdrawn prior to the expiration date. We will issue $2,000 or €2,000 principal amount of exchange notes in exchange for each $2,000 or €2,000 principal amount of old notes surrendered under the exchange offer, respectively. We will issue $1,000 or €1,000 integral multiple amount of exchange notes in exchange for each $1,000 or €1,000 integral multiple amount of old notes surrendered under the exchange offer, respectively. Old notes may be tendered only in denominations of $2,000 or €2,000 and integral multiples of $1,000 or €1,000 based on the denomination of the old notes in dollars or Euros, respectively.

The form and terms of the exchange notes will be substantially identical to the form and terms of the old notes except the exchange notes will be registered under the Securities Act, will not bear legends restricting their transfer and will not provide for any additional interest upon our failure to fulfill our obligations under the

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registration rights agreement to file, and cause to become effective, a registration statement. The exchange notes will evidence the same debt as the old notes. The exchange notes will be issued under and entitled to the benefits of the same indenture that authorized the issuance of the outstanding old notes. Consequently, both series of notes will be treated as a single class of debt securities under the indenture.

The exchange offer is not conditioned upon any minimum aggregate principal amount of old notes being tendered for exchange.

As of the date of this prospectus, (i) $650,000,000 aggregate principal amount of our 10% senior notes, (ii) €150,000,000 aggregate principal amount of our 9% senior notes, and (iii) $1,070,000,000 aggregate principal amount at maturity of our 12 ¹/2% senior subordinated discount notes are outstanding. This prospectus and the letter of transmittal are being sent to all registered holders of old notes. There will be no fixed record date for determining registered holders of old notes entitled to participate in the exchange offer.

We intend to conduct the exchange offer in accordance with the provisions of the registration rights agreement, the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC. Old notes that are not tendered for exchange in the exchange offer will remain outstanding and continue to accrue interest and will be entitled to the rights and benefits such holders have under the indenture relating to the old notes.

We will be deemed to have accepted for exchange properly tendered old notes when we have given oral or written notice of the acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders for the purposes of receiving the exchange notes from us and delivering exchange notes to such holders. Subject to the terms of the registration rights agreements, we expressly reserve the right to amend or terminate the exchange offer, and not to accept for exchange any old notes not previously accepted for exchange, upon the occurrence of any of the conditions specified below under the caption “—Certain Conditions to the Exchange Offer.”

Holders who tender old notes in the exchange offer will not be required to pay brokerage commissions or fees, or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of old notes. We will pay all charges and expenses, other than those transfer taxes described below, in connection with the exchange offer. It is important that you read the section labeled “—Fees and Expenses” below for more details regarding fees and expenses incurred in the exchange offer.

Expiration date; Extensions; Amendments

The exchange offer will expire at 5:00 p.m., New York City time, on                     , 2007, unless we extend it in our sole discretion.

In order to extend the exchange offer, we will notify the exchange agent orally or in writing of any extension. We will notify in writing or by public announcement the registered holders of old notes of the extension no later than 9:00 a.m., New York City time, on the business day after the previously scheduled expiration date.

We reserve the right, in our sole discretion:

• to delay accepting for exchange any old notes in connection with the extension of the exchange offer;

• to extend the exchange offer or to terminate the exchange offer and to refuse to accept old notes not previously accepted if any of the conditions set forth below under “—Certain Conditions to the Exchange Offer” have not been satisfied, by giving oral or written notice of such delay, extension or termination to the exchange agent; or

• subject to the terms of the registration rights agreement, to amend the terms of the exchange offer in any manner, provided that in the event of a material change in the exchange offer, including the waiver

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of a material condition, we will extend the exchange offer period, if necessary, so that at least five business days remain in the exchange offer following notice of the material change.

Any such delay in acceptance, extension, termination or amendment will be followed as promptly as practicable written notice or public announcement thereof to the registered holders of old notes. If we amend the exchange offer in a manner that we determine to constitute a material change, we will promptly disclose such amendment in a manner reasonably calculated to inform the holders of old notes of such amendment, provided that in the event of a material change in the exchange offer, including the waiver of a material condition, we will extend the exchange offer period, if necessary, so that at least five business days remain in the exchange offer following notice of the material change. If we terminate this exchange offer as provided in this prospectus before accepting any old notes for exchange or if we amend the terms of this exchange offer in a manner that constitutes a fundamental change in the information set forth in the registration statement of which this prospectus forms a part, we will promptly file a post-effective amendment to the registration statement of which this prospectus forms a part. In addition, we will in all events comply with our obligation to make prompt payment for all old notes properly tendered and accepted for exchange in the exchange offer.

Without limiting the manner in which we may choose to make public announcements of any delay in acceptance, extension, termination or amendment of the exchange offer, we shall have no obligation to publish, advertise, or otherwise communicate any such public announcement, other than by issuing a timely press release to a financial news service.

Conditions to the Exchange Offer

Despite any other term of the exchange offer, we will not be required to accept for exchange, or exchange any exchange notes for, any old notes, and we may terminate the exchange offer as provided in this prospectus before accepting any old notes for exchange if in our reasonable judgment:

• the exchange notes to be received will not be tradable by the holder without restriction under the Securities Act or the Exchange Act, and without material restrictions under the blue sky or securities laws of substantially all of the states of the United States;

• the exchange offer, or the making of any exchange by a holder of old notes, would violate applicable law or any applicable interpretation of the staff of the SEC; or

• any action or proceeding has been instituted or threatened in any court or by or before any governmental agency with respect to the exchange offer that, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer.

In addition, we will not be obligated to accept for exchange the old notes of any holder that has not made:

• the representations described under “—Purpose and Effect of the Exchange Offer,” “—Procedures for Tendering” and “Plan of Distribution;” and

• such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to make available to us an appropriate form for registration of the exchange notes under the Securities Act.

We expressly reserve the right, at any time or at various times on or prior to the scheduled expiration date of the exchange offer, to extend the period of time during which the exchange offer is open. Consequently, we may delay acceptance of any old notes by giving written notice of such extension to the registered holders of the old notes. During any such extensions, all old notes previously tendered will remain subject to the exchange offer, and we may accept them for exchange unless they have been previously withdrawn. We will return any old notes that we do not accept for exchange for any reason without expense to their tendering holder promptly after the expiration or termination of the exchange offer.

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We expressly reserve the right to amend or terminate the exchange offer on or prior to the scheduled expiration date of the exchange offer, and to reject for exchange any old notes not previously accepted for exchange, upon the occurrence of any of the conditions of the exchange offer specified above. We will give written notice or public announcement of any extension, amendment, non-acceptance or termination to the registered holders of the old notes as promptly as practicable. In the case of any extension, such notice will be issued no later than 9:00 a.m., New York City time, on the business day after the previously scheduled expiration date.

These conditions are for our sole benefit and we may, in our sole discretion, assert them regardless of the circumstances that may give rise to them or waive them in whole or in part at any or at various times except that all conditions to the exchange offer must be satisfied or waived by us prior to the expiration of the exchange offer. If we fail at any time to exercise any of the foregoing rights, that failure will not constitute a waiver of such right. Each such right will be deemed an ongoing right that we may assert at any time or at various times prior to the expiration of the exchange offer. Any waiver by us will be made by written notice or public announcement to the registered holders of the notes.

In addition, we will not accept for exchange any old notes tendered, and will not issue exchange notes in exchange for any such old notes, if at such time any stop order is threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture under the Trust Indenture Act of 1939, as amended.

Procedures for Tendering

Only a holder of old notes may tender such old notes in the exchange offer. To tender in the exchange offer, a holder must:

• complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal; have the signature on the letter of transmittal guaranteed if the letter of transmittal so requires; and mail or deliver such letter of transmittal or facsimile to the exchange agent prior to the expiration date; or

• comply with DTC’s Automated Tender Offer Program procedures, in the case of the Dollar Notes, or Euroclear’s or Clearstream’s procedures, in the case the Euro Notes, described below.

In addition, either:

• the exchange agent must receive old notes along with the letter of transmittal; or

• the exchange agent must receive, prior to the expiration date, a timely confirmation of book-entry transfer of such old notes into the exchange agent’s account at DTC, in the case of the Dollar Notes, or Euroclear or Clearstream, in the case the Euro Notes, according to the procedures for book-entry transfer described below or a properly transmitted agent’s message; or

• the holder must comply with the guaranteed delivery procedures described below.

To be tendered effectively, the exchange agent must receive any physical delivery of the letter of transmittal and other required documents at the address set forth below under “—Exchange Agent” prior to the expiration date.

The tender by a holder that is not withdrawn prior to the expiration date will constitute an agreement between such holder and us in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal.

The method of delivery of old notes, the letter of transmittal and all other required documents to the exchange agent is at the holder’s election and risk. Rather than mail these items, we recommend that holders use

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an overnight or hand delivery service. In all cases, holders should allow sufficient time to assure delivery to the exchange agent before the expiration date. Holders should not send us the letter of transmittal or old notes. Holders may request their respective brokers, dealers, commercial banks, trust companies or other nominees to effect the above transactions for them.

Any beneficial owner whose old notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact the registered holder promptly and instruct it to tender on the owners’ behalf. If such beneficial owner wishes to tender on its own behalf, it must, prior to completing and executing the letter of transmittal and delivering its old notes, either:

• make appropriate arrangements to register ownership of the old notes in such owner’s name; or

• obtain a properly completed bond power from the registered holder of old notes.

The transfer of registered ownership may take considerable time and may not be completed prior to the expiration date.

Signatures on a letter of transmittal or a notice of withdrawal described below must be guaranteed by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or another “eligible institution” within the meaning of Rule 17Ad-15 under the Exchange Act, unless the old notes tendered pursuant thereto are tendered:

• by a registered holder who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal; or

• for the account of an eligible institution.

If the letter of transmittal is signed by a person other than the registered holder of any old notes listed on the old notes, such old notes must be endorsed or accompanied by a properly completed bond power. The bond power must be signed by the registered holder as the registered holder’s name appears on the old notes and an eligible institution must guarantee the signature on the bond power.

If the letter of transmittal or any old notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing. Unless waived by us, they should also submit evidence satisfactory to us of their authority to deliver the letter of transmittal.

The exchange agent and DTC have confirmed that any financial institution that is a participant in DTC’s system may use DTC’s Automated Tender Offer Program to tender. Participants in the program may, instead of physically completing and signing the letter of transmittal and delivering it to the exchange agent, transmit their acceptance of the exchange offer electronically. They may do so by causing DTC to transfer the old notes to the exchange agent in accordance with its procedures for transfer. DTC will then send an agent’s message to the exchange agent. The term “agent’s message” means a message transmitted by DTC, received by the exchange agent and forming part of the book-entry confirmation, to the effect that:

• DTC has received an express acknowledgment from a participant in its Automated Tender Offer Program that is tendering old notes that are the subject of such book-entry confirmation;

• such participant has received and agrees to be bound by the terms of the letter of transmittal (or, in the case of an agent’s message relating to guaranteed delivery, that such participant has received and agrees to be bound by the applicable notice of guaranteed delivery); and

• the agreement may be enforced against such participant.

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We will determine in our sole discretion all questions as to the validity, form, eligibility (including time of receipt), acceptance of tendered old notes and withdrawal of tendered old notes. Our determination will be final and binding. We reserve the absolute right to reject any old notes not properly tendered or any old notes the acceptance of which would, in the opinion of our counsel, be unlawful. Our interpretation of the terms and conditions of the exchange offer (including the instructions in the letter of transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of old notes must be cured within such time as we shall determine. Although we intend to notify holders of defects or irregularities with respect to tenders of old notes, neither we, the exchange agent nor any other person will incur any liability for failure to give such notification. Tenders of old notes will not be deemed made until such defects or irregularities have been cured or waived. Any old notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned to the exchange agent without cost to the tendering holder, unless otherwise provided in the letter of transmittal, promptly following the expiration date or termination of the exchange offer, as applicable.

In all cases, we will issue exchange notes for old notes that we have accepted for exchange under the exchange offer only after the exchange agent timely receives:

• old notes or a timely book-entry confirmation of such old notes into the exchange agent’s account at DTC, in the case of the Dollar Notes, or Euroclear or Clearstream, in the case the Euro Notes; and

• a properly completed and duly executed letter of transmittal and all other required documents or a properly transmitted agent’s message.

By signing the letter of transmittal, each tendering holder of old notes will represent that, among other things:

• any exchange notes that the holder receives will be acquired in the ordinary course of its business;

• the holder has no arrangement or understanding with any person or entity, including any of our affiliates, to participate in the distribution of the exchange notes;

• if the holder is not a broker-dealer, that it is not engaged in and does not intend to engage in the distribution of the exchange notes;

• if the holder is a broker-dealer that will receive exchange notes for its own account in exchange for old notes that were acquired as a result of market-making activities, that it will deliver a prospectus, as required by law, in connection with any resale of such exchange notes; and

• the holder is not our “affiliate”, as defined in Rule 405 of the Securities Act, or, if it is an affiliate, that it will comply with applicable registration and prospectus delivery requirements of the Securities Act.

In addition, each broker-dealer that receives exchange notes for its own account in exchange for old notes, where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. See “Plan of Distribution.”

Book-Entry Transfer

The exchange agent will make a request to establish an account with respect to the old notes at DTC for purposes of the exchange offer promptly after the date of this prospectus; and any financial institution participating in DTC’s system may make book-entry delivery of old notes by causing DTC to transfer such old notes into the exchange agent’s account at DTC in accordance with DTC’s procedures for transfer. Holders of old notes who are unable to deliver confirmation of the book-entry tender of their old notes into the exchange agent’s account at DTC or all other documents of transmittal to the exchange agent on or prior to the expiration date must tender their old notes according to the guaranteed delivery procedures described below.

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In addition, the exchange agent will make a request to establish an account with respect to the old notes at Euroclear or Clearstream for purposes of the exchange offer promptly after the date of this prospectus; and any financial institution participating in at Euroclear’s or Clearstream’s system may make book-entry delivery of old notes by causing Euroclear or Clearstream to transfer such old notes into the exchange agent’s account at Euroclear or Clearstream in accordance with Euroclear’s or Clearstream’s procedures for transfer. Holders of old notes who are unable to deliver confirmation of the book-entry tender of their old notes into the exchange agent’s account at Euroclear or Clearstream or all other documents of transmittal to the exchange agent on or prior to the expiration date must tender their old notes according to the guaranteed delivery procedures described below.

Guaranteed Delivery Procedures

Holders wishing to tender their old notes but whose old notes are not immediately available or who cannot deliver their old notes, the letter of transmittal or any other required documents to the exchange agent or comply with the applicable procedures under DTC’s Automated Tender Offer Program, in the case of the Dollar Notes, or Euroclear’s or Clearstream’s procedures, in the case the Euro Notes, prior to the expiration date may tender if:

• the tender is made through an eligible institution;

• prior to the expiration date, the exchange agent receives from such eligible institution either a properly completed and duly executed notice of guaranteed delivery by facsimile transmission, mail or hand delivery or a properly transmitted agent’s message and notice of guaranteed delivery:

• setting forth the name and address of the holder, the registered number(s) of such old notes and the principal amount of old notes tendered;

• stating that the tender is being made thereby; and

• guaranteeing that, within three (3) New York Stock Exchange trading days after the expiration date, the letter of transmittal or facsimile thereof together with the old notes or a book-entry confirmation, and any other documents required by the letter of transmittal will be deposited by the eligible institution with the exchange agent; and

• the exchange agent receives such properly completed and executed letter of transmittal or facsimile thereof, as well as all tendered old notes in proper form for transfer or a book-entry confirmation, and all other documents required by the letter of transmittal, within three (3) New York Stock Exchange trading days after the expiration date.

Upon request to the exchange agent, a notice of guaranteed delivery will be sent to holders who wish to tender their old notes according to the guaranteed delivery procedures set forth above.

Withdrawal of Tenders

Except as otherwise provided in this prospectus, holders of old notes may withdraw their tenders at any time prior to the expiration date.

For a withdrawal to be effective:

• the exchange agent must receive a written notice of withdrawal, which notice may be by telegram, telex, facsimile transmission or letter, at one of the addresses set forth below under “—Exchange Agent”; or

• holders must comply with the appropriate procedures of DTC’s Automated Tender Offer Program, in the case of the Dollar Notes, or Euroclear’s or Clearstream’s procedures, in the case the Euro Notes.

Any such notice of withdrawal must:

• specify the name of the person who tendered the old notes to be withdrawn;

• identify the old notes to be withdrawn, including the principal amount of such old notes; and

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• where certificates for old notes have been transmitted, specify the name in which such old notes were registered, if different from that of the withdrawing holder.

If certificates for old notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of such certificates, the withdrawing holder must also submit:

• the serial numbers of the particular certificates to be withdrawn; and

• a signed notice of withdrawal with signatures guaranteed by an eligible institution unless such holder is an eligible institution.

If old notes have been tendered pursuant to the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC, in the case of the Dollar Notes, or Euroclear or Clearstream, in the case the Euro Notes, to be credited with the withdrawn old notes and otherwise comply with the procedures of such facility. We will determine all questions as to the validity, form and eligibility, including time of receipt, of such notices, and our determination shall be final and binding on all parties. We will deem any old notes so withdrawn not to have been validly tendered for exchange for purposes of the exchange offer. Any old notes that have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to such holder (or, in the case of old notes tendered by book-entry transfer into the exchange agent’s account at DTC, in the case of the Dollar Notes, or Euroclear or Clearstream, in the case the Euro Notes, according to the procedures described above, such old notes will be credited to an account maintained with DTC, in the case of the Dollar Notes, or Euroclear or Clearstream, in the case the Euro Notes, for old notes) promptly after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn old notes may be retendered by following one of the procedures described under “—Procedures for Tendering” above at any time prior to the expiration date.

Exchange agent

                                                                                                                                            has been appointed as exchange agent for the exchange offer. You should direct questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for the notice of guaranteed delivery to the exchange agent addressed as follows:

For Delivery by Hand, Overnight Delivery, Registered or Certified Mail:	By Facsimile Transmission (for eligible institutions only):
	To Confirm by Telephone or for Information Call:

DELIVERY OF THE LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY OF SUCH LETTER OF TRANSMITTAL.

Fees and Expenses

We will bear the expenses of soliciting tenders. The principal solicitation is being made by mail, however, we may make additional solicitations by telegraph, telephone or in person by our officers and regular employees and those of our affiliates.

We have not retained any dealer-manager in connection with the exchange offer and will not make any payments to broker-dealers or others soliciting acceptances of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and reimburse it for its related reasonable out-of-pocket expenses.

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Our expenses in connection with the exchange offer include:

• SEC registration fees;

• fees and expenses of the exchange agent and trustee;

• accounting and legal fees and printing costs; and

• related fees and expenses.

Transfer Taxes

We will pay all transfer taxes, if any, applicable to the exchange of old notes under the exchange offer. The tendering holder, however, will be required to pay any transfer taxes, whether imposed on the registered holder or any other person, if:

• certificates representing old notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be issued in the name of, any person other than the registered holder of old notes tendered;

• tendered old notes are registered in the name of any person other than the person signing the letter of transmittal; or

• a transfer tax is imposed for any reason other than the exchange of old notes under the exchange offer.

If satisfactory evidence of payment of such taxes is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed to that tendering holder.

Holders who tender their old notes for exchange will not be required to pay any transfer taxes. However, holders who instruct us to register exchange notes in the name of, or request that old notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder will be required to pay any applicable transfer tax.

Consequences of Failure to Exchange

Holders of old notes who do not exchange their old notes for exchange notes under the exchange offer, including as a result of failing to timely deliver old notes to the exchange agent, together with all required documentation, including a properly completed and signed letter of transmittal, will remain subject to the restrictions on transfer of such old notes:

• as set forth in the legend printed on the old notes as a consequence of the issuance of the old notes pursuant to the exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws; and

• otherwise as set forth in the prospectus distributed in connection with the private offering of the old notes.

In addition, you will no longer have any registration rights or be entitled to additional interest with respect to the old notes.

In general, you may not offer or sell the old notes unless they are registered under the Securities Act, or if the offer or sale is exempt from registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreement, we do not intend to register resales of the old notes under the Securities Act. Based on interpretations of the SEC staff, exchange notes issued pursuant to the exchange offer may be offered for resale, resold or otherwise transferred by their holders, other than any such holder that is our “affiliate” within the meaning of Rule 405 under the Securities Act, without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that the holders acquired the exchange notes in the

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ordinary course of the holders’ business and the holders have no arrangement or understanding with respect to the distribution of the exchange notes to be acquired in the exchange offer. Any holder who tenders in the exchange offer for the purpose of participating in a distribution of the exchange notes:

• could not rely on the applicable interpretations of the SEC; and

• must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction.

After the exchange offer is consummated, if you continue to hold any old notes, you may have difficulty selling them because there will be fewer old notes outstanding.

Accounting Treatment

We will record the exchange notes in our accounting records at the same carrying value as the old notes, as reflected in our accounting records on the date of exchange. Accordingly, we will not recognize any gain or loss for accounting purposes in connection with the exchange offer.

Other

Participation in the exchange offer is voluntary, and you should carefully consider whether to accept. You are urged to consult your financial and tax advisors in making your own decision on what action to take.

We may in the future seek to acquire untendered old notes in the open market or privately negotiated transactions, through subsequent exchange offers or otherwise. We have no present plans to acquire any old notes that are not tendered in the exchange offer or to file a registration statement to permit resales of any untendered old notes.

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USE OF PROCEEDS

The exchange offer is intended to satisfy our obligations under the registration rights agreement that we entered into in connection with the private offering of the old notes. We will not receive any cash proceeds from the issuance of the exchange notes in the exchange offer. As consideration for issuing the exchange notes as contemplated in this prospectus, we will receive in exchange a like principal amount of outstanding old notes, the terms of which are identical in all material respects to the exchange notes, except that the exchange notes will not contain terms with respect to transfer restrictions or additional interest upon a failure to fulfill certain of our obligations under the registration rights agreement. We used the net proceeds from the private offering of the old notes in connection with the Transactions and to pay related fees and expenses.

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CAPITALIZATION

The following table sets forth the cash and cash equivalents and capitalization as of December 31, 2006 for Nielsen only. The information in this table should be read in conjunction with “Selected Historical Consolidated Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements included elsewhere in this prospectus.

	As of December 31, 2006 Actual
	(Amounts in millions)
Cash and cash equivalents	$	631
Debt:
New Senior Secured Credit Facilities:
Revolving credit facility (1)	$	—
Term loan facilities (2)		5,220
Senior Notes		849
Senior Subordinated Discount Notes		616
Senior Discount Notes		277
Nielsen existing senior notes (3)		706
Other existing debt (4)		305
Total Debt		7,973
Equity		3,914
Total Capitalization	$	11,887

(1) Upon the closing of the offering of the old notes, we entered into a $688 million senior secured revolving credit facility.

(2) Upon the closing of the offering of the old notes, we entered into a seven-year $4,175 million and €800 million senior secured term loan facility.

(3) This indebtedness is solely the obligation of Nielsen and is therefore structurally subordinated to the indebtedness under the Senior Notes and the Senior Subordinated Discount Notes and consists of Nielsen’s ¥4,000 million ($35 million) 2.5% notes due 2011, €30 million ($43 million) face amount of 6.75% fixed rate notes due 2012, €50 million ($68 million) floating rate notes due 2012, €50 million ($68 million) floating rate notes due 2010, £250 million ($492 million) 5.625% put resettable securities due 2010 or 2017.

(4) Includes capital lease obligations relating to facilities in Oldsmar, Florida and Markham, Ontario, computer equipment and software, debt of certain of Nielsen’s consolidated subsidiaries and other short term borrowings.

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UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

The following unaudited pro forma consolidated statement of operations has been developed by applying pro forma adjustments to the audited consolidated statements of operations of Nielsen for the period from January 1, 2006 through May 23, 2006 for the Predecessor and May 24, 2006 through December 31, 2006 for the Successor appearing elsewhere in this prospectus. The unaudited pro forma consolidated statement of operations gives effect to the Transactions as if they had occurred on January 1, 2006. A pro forma balance sheet has not been presented due to the fact that the Transactions are reflected in our Successor December 31, 2006 balance sheet. Assumptions underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with the unaudited pro forma consolidated statement of operations.

The unaudited pro forma adjustments are based upon available information and certain assumptions that are factually supportable and that we believe are reasonable under the circumstances. The unaudited pro forma consolidated statement of operations is presented for informational purposes only and does not purport to represent what our actual consolidated results of operations would have been had the Transactions actually occurred on the date indicated, nor are they necessarily indicative of future consolidated results of operations. The unaudited pro forma consolidated statement of operations should be read in conjunction with the information contained in “The Transactions,” “Selected Historical Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the audited consolidated statement of operations and the related notes thereto appearing elsewhere in this prospectus. All pro forma adjustments and their underlying assumptions are described more fully in the notes to our unaudited pro forma consolidated statement of operations.

The pro forma information presented, including the allocation of the purchase price, is based on preliminary estimates of the fair values of assets and liabilities acquired, available information and assumptions and will be revised as additional information becomes available.

A final determination of these fair values will reflect our consideration of a final valuation prepared by third party appraisers. This final valuation will be based on the actual net tangible and intangible assets that existed as of May 24, 2006, the date of acquisition. Any final adjustment will change the allocations of purchase price, which could affect the fair value assigned to the assets and liabilities and could result in a change to the unaudited pro forma consolidated statement of operations. Therefore, the actual adjustments will differ from the pro forma adjustments, and the differences may be material.

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Unaudited Pro Forma Consolidated Statement of Operations

for the Year Ended December 31, 2006

	Historical Nielsen
	Predecessor			Successor
	Jan. 1 - May 23, 2006			May 24 - Dec. 31, 2006			Pro Forma Adjustments			Pro Forma Nielsen
	(Amounts in Millions)
Revenue	$	1,626		$	2,548		$	—	(i)	$	4,174
Cost of revenues, exclusive of depreciation and amortization		787			1,202			—			1,989
Selling, general and administrative expenses, exclusive of deprecation and amortization		554			912			(10	)(a)		1,460
								4	(b)
Depreciation and amortization		126			257			55	(c)		438
Transaction costs		95			—			(95	)(d)		—
Restructuring costs		7			68						75
Operating income		57			109			46			212
Interest income		8			11			(5	)(e)		14
Interest expense		(48	)		(372	)		(234	)(f)		(654	)
(Loss)/gain on derivative instruments		(9	)		5			—			(4	)
Loss on early extinguishment of debt		—			(65	)		60	(g)		(5	)
Foreign currency exchange transaction loss		(3	)		(71	)		—			(74	)
Equity in net income of affiliates		6			6			—			12
Other income/(expense), net		14			(7	)		—			7
Income/(loss) from continuing operations before tax		25			(384	)		(133	)		(492	)
(Benefit)/provision for income tax		(39	)		105			49	(h)		115
Loss from continuing operations	$	(14	)	$	(279	)	$	(84	)	$	(377	)

See accompanying notes to the unaudited pro forma consolidated statement of operations

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Notes to Unaudited Pro Forma Consolidated Statement of Operations

(Amounts in millions)

(a) Represents the adjustment to selling, general and administrative expenses relating to our employee benefit plans to eliminate the historical amortization of unrecognized actuarial losses and prior service costs in the predecessor period and the impact of freezing the U.S. defined benefit plan and related change in the U.S. defined contribution plan related to the Transactions. Benefit plan related obligations have been recorded at fair value in the allocation of Valcon’s purchase cost.

(b) Reflects the adjustment to selling, general and administrative expense to reflect the full annual monitoring fee of $10 million that we pay to the Sponsors. See “Certain Relationships and Related Party Transactions.”

(c) Represents change in amortization based upon estimates of fair values and useful lives of amortizable assets as part of the preliminary purchase price allocation.

The unaudited pro forma consolidated statement of operations reflects amortization of certain identifiable intangible assets and other assets based on their preliminary new basis as reflected in the preliminary purchase price allocation. The final purchase price allocation may result in a different allocation for assets than that presented in this unaudited pro forma consolidated statement of operations. An increase or decrease in the amount of purchase price allocated to amortizable assets would impact the amount of annual amortization expense. Amortizable assets have been amortized on a straight-line basis in the unaudited pro forma consolidated statement of operations. If the purchase price allocation to amortizable assets were to change by $50 million the yearly amortization charge could range from $8.5 million for a weighted average life of six years to $2 million for a weighted average life of twenty-five years.

(d) Reflects the elimination of transaction costs recognized in connection with the Transactions which included accounting, investment banking, legal and other costs and $45 million paid to IMS Health pursuant to a termination agreement triggered by the Transactions.

(e) Reflects pro forma adjustment to interest income to reflect use of cash in connection with the Transactions.

(f) Reflects pro forma interest expense resulting from the Transactions using applicable LIBOR and EURIBOR rates as of December 31, 2006 as follows:

	Twelve Months Ended December 31, 2006
Term Loan Facility (1)	$	408
Revolving credit facility (2)		5
Senior Notes (3)		87
Senior Subordinated Notes—USD (4)		79
Senior Discount Notes—EUR (5)		30
Other Financing (6)		45
Total Pro Forma Interest Expense		654
Less Historical Interest Expense		(420	)
Net adjustment to interest expense	$	234

(1) Reflects pro forma interest on the $4,175 million U.S. Dollar denominated term loan facility at the December 31, 2006 rate of 3-month LIBOR of 5.38% plus 2.75% and the €800 million ($958 million) Euro denominated term loan facility at the December 31, 2006 rate of 3-month EURIBOR of 3.58% plus 2.50% and the amortization of the related deferred financing fees.

(2) Represents commitment fees of 0.5% on the assumed $688 million undrawn balance of the revolving credit facility and the amortization of the related deferred financing fees.

(3) Reflects interest on $650 million of U.S. Dollar denominated Senior Notes at 10.00% and the €150 million ($180 million) of Euro denominated Senior Notes at 9.00% and the amortization of the related deferred financing fees.

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(4) Reflects pro forma interest expense on the Senior Subordinated Discount Notes at 12.50% and the amortization of the related deferred financing fees. No cash interest will be payable on these notes prior to August 1, 2011. Thereafter, cash interest will accrue and will be payable semiannually.

(5) Reflects pro forma interest expense on the Nielsen Senior Discount Notes at 11.125% and the amortization of the related deferred financing fees. No cash interest will accrue on the Nielsen Senior Discount Notes prior to August 1, 2011. Thereafter cash interest will accrue and will be payable semi-annually.

(6) Reflects interest on the existing note of ¥4,000 million 2.5% notes due 2011, €30 million of 6.75% fixed rate due 2012, €50 million floating rate due 2012, €50 million floating rate due 2010, £250 million 5.625% put re-settable securities due 2010 or 2017 and capital lease obligations.

(g) Reflects the elimination of loss on early extinguishment of the Valcon Bridge Loan representing unamortized debt issuance costs of the Valcon Bridge Loan at the time of settlement as if the permanent financing was outstanding as of January 1, 2006. The Valcon Bridge Loan was replaced with the permanent financing as portion of the Transactions.

(h) Represents the income tax effect of the pro forma adjustments, calculated using the respective statutory tax rates of the jurisdiction where the respective adjustment relates of 35% and 40%.

(i) The unaudited pro forma statement of operations does not add back, in arriving at pro forma results, the impact of the deferred revenue adjustment to record deferred revenue at fair value in purchase accounting which reversed in less than one year. The non-recurring one time impact of this deferred revenue fair value adjustment was to reduce revenue by $90 million for the Successor period from May 24, 2006 to December 31, 2006.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

The following table sets forth selected historical consolidated financial data of Nielsen as of the dates and periods indicated. The selected consolidated statement of operations data for the years ended December 31, 2004 and 2005 and the period from January 1, 2006 to May 23, 2006 and the selected consolidated balance sheet data as of December 31, 2005 have been derived from our audited consolidated financial statements and related notes appearing elsewhere in this prospectus. The selected consolidated statement of operations data for the period May 24, 2006 to December 31, 2006 and the selected consolidated balance sheet data as of December 31, 2006 have been derived from our successor audited consolidated financial statements and related notes appearing elsewhere in this prospectus. The results of operations for any period are not necessarily indicative of the results to be expected for any future period. The selected consolidated statement of operations data for the year ended December 31, 2003 and the selected consolidated balance sheet data as of December 31, 2003 and 2004 have been derived from our predecessor audited consolidated financial statements, which are not included in this prospectus. The audited financial statements from which the historical financial information for the periods set forth below have been derived were prepared in accordance with U.S. GAAP. In making your investment decision, you should rely solely on the financial information contained in this prospectus. The selected historical consolidated financial data set forth below should be read in conjunction with, and are qualified by reference to, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited consolidated financial statements and related notes thereto appearing elsewhere in this prospectus.

We have not presented the income statement financial statement data as required by Item 301 of Regulation S-K for the fiscal year ended December 31, 2002 because such information cannot be provided without unreasonable effort and expense. Furthermore, we do not believe that the 2002 information would be material or meaningful to a potential investor’s decision making process given the changes in our operations and financial structure. We have undertaken a significant refinancing of our company in 2006 to finance the acquisition by Valcon, and our Directories segment was divested in 2004.

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	May 24, through December 31, 2006 (1)			January 1, through May 23, 2006			Year Ended December 31,
							2005 (2)		2004 (3)		2003
	(Successor)			(Predecessor)			(Predecessor)		(Predecessor)		(Predecessor)
	(Amounts in millions)
												unaudited
Statement of Income Data:
Revenues	$	2,548		$	1,626		$	4,059	$	3,814	$	3,429
(Loss)/income from continuing operations		(279	)		(14	)		172		278		335
	December 31, 2006			December 31,
				2005			2004		2003		2002
	(Successor)			(Predecessor)			(Predecessor)		(Predecessor)		(Predecessor)
	(Amounts in millions)
										unaudited		unaudited
Balance Sheet Data:
Total assets	$	16,099		$	10,663		$	13,801	$	13,577	$	12,441
Long-term debt excluding capital leases		7,674			2,482			4,531		4,905		4,381
Capital leases		145			155			163		156		97

(1) The loss in the period May 24, 2006 to December 31, 2006 was primarily due to $372 million of interest expense, the $90 million deferred revenue purchase price adjustment, $71 million in foreign currency exchange transaction losses and $68 million in restructuring costs.

(2) The 2005 income from continuing operations included $55 million in costs from the settlement of the antitrust agreement with IRI, a $36 million payment of failed deal costs to IMS Health and a $102 million loss from the early extinguishment of debt.

(3) The 2004 income from continuing operations included a $135 million goodwill impairment charge.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Introduction

The following discussion and analysis of The Nielsen Company B.V. (formerly known as VNU Group B.V. and prior to that as VNU N.V.) should be read together with the accompanying Consolidated Financial Statements and related footnotes. The following discussion and analysis covers periods both prior to and subsequent to the Valcon Acquisition (as defined below). Accordingly, historical periods may not be comparable with the periods presented after the Valcon Acquisition. Further, this report may contain material that includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that reflect, when made, Nielsen’s current views with respect to current events and financial performance. These forward-looking statements are subject to numerous risks and uncertainties. Statements, other than those based on historical facts, which address activities, events or developments that we expect or anticipate may occur in the future are forward-looking statements. Such forward-looking statements are and will be, as the case may be, subject to many risks, uncertainties and factors relating to Nielsen’s operations and business environment that may cause actual results to be materially different from any future results, express or implied, by such forward-looking statements. Unless required by context, references to “we”, “us”, and “our” refer to Nielsen and each of its consolidated subsidiaries.

Overview and Outlook

We are a leading global information and media company providing essential marketing and media measurement information, analytics and industry expertise to customers across the world. We operate in over 100 countries and are headquartered in Haarlem in the Netherlands and New York in the United States (U.S.). Through Nielsen’s broad portfolio services, we track sales of consumer products each year, report on television viewing habits in countries representing more than 60% of the world’s population, measure Internet audiences in 18 countries, produce more than 100 trade shows, operate more than 100 websites and publish more than 100 print publications and online newsletters. We currently operate in three segments: Marketing Information, Media Measurement and Information, and Nielsen Business Media.

Our Marketing Information (“MI”) segment provides essential market research and analysis primarily to businesses in the consumer packaged goods industry. Our MI segment provides an array of services including retail measurement services (ACNielsen Scantrack), household consumer panels (ACNielsen Homescan), new product testing (BASES), consumer segmentation and targeting (Spectra) and marketing optimization (ACNielsen Analytical Consulting, or AAC). We believe these services give our customers a competitive advantage in making informed decisions in complex market places.

Our Media Measurement & Information (“MMI”) segment is a leading provider of media and entertainment measurement information. The segment measures audiences for U.S. television, international television, motion pictures, the Internet and other media as well as tracks sales of music and competitive advertising information. Using Nielsen’s critical measurement information, media owners, advertising agencies, advertisers and retailers plan and optimize their marketing strategies.

Our Nielsen Business Media (“NBM”) segment is one of the largest providers of integrated business-to-business information in the world. The segment has more than 100 trade shows, over 100 websites and over 100 print publications and online newsletters, each targeted to specific industry groups.

On February 8, 2007, Nielsen announced it had completed the sale of a significant portion of its BME for $414 million. Nielsen does not expect to recognize a material gain or loss on the sale because the price paid approximates the book value of the business, as this business was recently revalued upon Valcon’s acquisition of

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Nielsen. The sale excludes a joint venture that produces trade shows in the Netherlands and China. Our former Directories business segment was sold effective November 29, 2004. (See “—Factors Affecting Nielsen’s Financial Results—Divestitures” and Note 4 to the consolidated financial statements “Business Divestitures”).

On May 24, 2006, Nielsen was acquired through a tender offer to shareholders by Valcon Acquisition B.V. (“Valcon”), an entity formed by investment funds associated with AlpInvest Partners, The Blackstone Group, The Carlyle Group, Hellman & Friedman, Kohlberg Kravis Roberts & Co., and Thomas H. Lee Partners (collectively, the “Sponsors”). Valcon was formed for the purpose of facilitating the acquisition. Valcon’s cumulative purchases of the outstanding common shares and preferred B shares resulted in a combined 99.44% ownership of Nielsen’s issued and outstanding shares as of December 31, 2006. Valcon intends to acquire the remaining Nielsen shares through a statutory squeeze-out procedure, pursuant to Dutch legal and regulatory requirements, which is expected to be completed in 2007. The common and preferred shares were delisted from the Euronext Amsterdam on July 11, 2006.

Nielsen became a subsidiary of Valcon upon the consummation of the acquisition by Valcon (the “Valcon Acquisition”). See the “Liquidity and Capital Resources” section for discussion of the financing transactions related to the Valcon Acquisition.

Valcon’s cost of acquiring Nielsen and related debt has been pushed down to establish the new accounting basis in Nielsen. The Valcon Acquisition has been accounted for in accordance with the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 141, “Business Combinations”. The preliminary allocation of purchase price is based on estimated fair values of the assets acquired and liabilities assumed as of May 24, 2006. These preliminary fair values were determined using management’s estimates from information currently available and are subject to change.

Nielsen’s consolidated statements of operations, cash flows and shareholders’ equity are presented for two periods: Successor, for the period from May 24, 2006 to December 31, 2006 following the consummation of the Valcon Acquisition; and Predecessor, for the period January 1, 2006 to May 23, 2006 preceding the Valcon Acquisition and for the years ended December 31, 2005 and 2004. As a result of the Valcon Acquisition and the resulting change in ownership, we are required to separately present our operating results for the Successor and the Predecessor periods for the year ended December 31, 2006. In the following discussion, the 2006 results are adjusted to reflect the pro forma effect of the Valcon Acquisition as if it had occurred on January 1, 2006. The pro forma basis amounts for the year ended December 31, 2006 are compared to the Predecessor year ended December 31, 2005 on a historical basis. Management believes this to be the most meaningful and practical way to comment on our results of operations.

Critical Accounting Policies

The discussion and analysis of Nielsen’s financial condition and results of operations is based on Nielsen’s Consolidated Financial Statements, which have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and the related disclosure of contingent assets and liabilities. The most significant of these estimates relate to revenue recognition, business combinations, goodwill and indefinite-lived intangible assets, pension costs and other post-retirement benefits, accounting for income taxes, valuation of long lived assets, including computer software and share-based compensation. We base Nielsen’s estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the valuation of assets and liabilities that are not readily apparent from other sources. We evaluate these estimates on an ongoing basis. Actual results could vary from these estimates under different assumptions or conditions. The accounting policies followed by Nielsen for the Successor period are consistent with those of the Predecessor period except for the adoption of SFAS No. 158, “Employers’ Accounting for

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Defined Benefit Pension and other Post Retirement Plans” which we early adopted as of the Valcon Acquisition date. For a summary of the significant accounting policies, including critical accounting policies discussed below, see Note 1 to the consolidated financial statements “Description of Business and Basis of Presentation”.

Revenue Recognition

We recognize our revenues for the sale of services and products under the provisions of SEC Staff Accounting Bulletin (“SAB”) 104, “Revenue Recognition”, when persuasive evidence of an arrangement exists, services have been rendered or delivery has occurred, the fee is fixed or determinable, and the collectibility related to the services and products is reasonably assured.

A significant portion of our revenue is generated from our media and marketing services. We review all contracts to evaluate them pursuant to SAB 104 and recognize revenue from the sale of our services and products based upon fair value as the services are performed, which is generally ratably over the term of the contract(s). Invoiced amounts are recorded as deferred revenue until earned.

Our revenue arrangements may include multiple elements as defined in Emerging Issues Task Force (“EITF”) Issue No. 00-21, “Revenue Arrangements with Multiple Deliverables”. In these arrangements, the individual deliverables within the contract are separated and recognized upon delivery based upon their fair values relative to the total contract value, to the extent that the fair values are readily determinable and the deliverables have stand alone value to the customer (the “relative fair value method”).

A discussion of Nielsen’s revenue recognition policies, by segment, follows:

Marketing Information

Revenue, primarily from retail measurement services and consumer panel services, is recognized on a straight-line basis over the period during which the services are performed and information is delivered to the customer. Software sold as part of these arrangements is considered to be incidental to the arrangements and is not recognized as a separate element.

Nielsen performs customized research projects which are recognized into revenue as value is delivered to the customer. The pattern of revenue recognition for these contracts varies depending on the terms of the individual contracts, and may be recognized proportionally or deferred until the end of the contract term and recognized when the final report has been delivered to the customer.

Media Measurement & Information

Revenue is primarily generated from television audience and internet measurement services and is recognized on a straight-line basis over the contract period, as the service is delivered to the customer. Software sold as part of these arrangements is considered to be incidental to the arrangements and is not recognized as a separate element.

Nielsen Business Media

Single copy revenue for publications, sold via newsstands and/or dealers, is recognized in the month in which the magazine goes on sale. Revenue from printed circulation and advertisements included therein is recognized on the date it is available to the consumer. Revenue from electronic circulation and advertising is recognized over the period during which both are electronically available. The unearned portion of paid magazine subscriptions is deferred and realized on a straight-line basis with monthly amounts recognized on the magazines’ cover date.

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For products, such as magazines and books, sold to customers with the right to return unsold items, revenues are recognized when the products are shipped, based on gross sales less an allowance for future estimated returns. Revenue from trade shows and certain costs are recognized upon completion of the event.

Business Combinations

Nielsen accounts for its business acquisitions under the purchase method of accounting. The total cost of acquisitions is allocated to the underlying net assets, based on their respective estimated fair values. Determining the fair value of assets acquired and liabilities assumed requires significant judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, asset lives, and market multiples, among other items.

Goodwill and Indefinite-Lived Intangible Assets

Goodwill and other indefinite-lived intangible assets are stated at historical cost less accumulated impairment losses.

Goodwill and other indefinite-lived intangible assets, consisting of certain trade names and trademarks, are tested for impairment on an annual basis and whenever events or circumstances indicate that the carrying amount of assets may not be recoverable. Nielsen reviews the recoverability of its goodwill by comparing the estimated fair values of reporting units with their respective carrying amounts. We established reporting units based on our internal reporting structure. For purposes of testing goodwill for impairment, goodwill has been allocated to reporting units on a pro-rata basis to the fair values of the respective reporting units. The estimates of fair value of a reporting unit, which is generally one level below Nielsen’s operating segments, are determined using a combination of valuation techniques, primarily a discounted cash flow analysis and a market-based approach for the Nielsen Internet reporting unit. A discounted cash flow analysis requires various judgmental assumptions, including assumptions about future cash flows, growth rates and discount rates. The assumptions about future cash flows and growth rates are based on Nielsen’s budget and business plans. Discount rate assumptions are based on an assessment of the risk inherent in the respective reporting units. In estimating the fair values of its reporting units, Nielsen also uses market comparisons and recent comparable transactions. The impairment test for other indefinite-lived intangible assets consists of a comparison of the fair value of the intangible asset with its carrying amount. If the carrying amount of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. The estimates of fair value of trade names and trademarks are determined using a “relief from royalty” discounted cash flow valuation methodology. Significant assumptions inherent in this methodology include estimates of royalty rates and discount rates. Discount rate assumptions are based on an assessment of the risk inherent in the respective intangible assets. Assumptions about royalty rates are based on the rates at which comparable trade names and trademarks are being licensed in the marketplace.

Pension Costs

We provide a number of retirement benefits to Nielsen employees, including defined benefit pension plans and post retirement medical plans. Pension costs, in respect of defined benefit pension plans, primarily represent the increase in the actuarial present value of the obligation for pension benefits based on employee service during the year and the interest on this obligation in respect of employee service in previous years, net of the expected return on plan assets. Differences between this expected return and the actual return on these plan assets and actuarial changes are not recognized in the statement of operations, unless the accumulated differences and changes exceed a certain threshold. The excess is amortized and charged to the statement of operations over, at the maximum, the average remaining term of employee service. We recognize obligations for contributions to defined contribution pension plans as expenses in the statement of operations as they are incurred.

We account for Nielsen retirement plans in accordance with SFAS No. 158, “Employers’ Accounting for Pensions and other Post Retirement Benefits” and, accordingly, the determination of benefit obligations and expenses is based on actuarial models. In order to measure benefit costs and obligations using these models,

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critical assumptions are made with regard to the discount rate, the expected return on plan assets and the assumed rate of compensation increases. Nielsen provides retiree medical benefits to a limited number of participants in the U.S. and has ceased to provide retiree health care benefits to certain of its Dutch retirees. Therefore, retiree medical care cost trend rates are not a significant driver of post retirement costs for Nielsen. Management reviews these critical assumptions at least annually. Other assumptions involve demographic factors such as the turnover, retirement and mortality rates. Management reviews these assumptions periodically and updates them as necessary.

The discount rate is the rate at which the benefit obligations could be effectively settled. For Nielsen’s U.S. plans, the discount rate is based on a bond portfolio that includes only long-term bonds with an Aa rating, or equivalent, from a major rating agency. We believe the timing and amount of cash flows related to the bonds in this portfolio is expected to match the estimated payment benefit streams of Nielsen’s U.S. plans. For the Dutch and other non-U.S. plans, the discount rate is set by reference to market yields on high quality corporate bonds.

To determine the expected long-term rate of return on pension plan assets, we consider, for each country, the structure of the asset portfolio and the expected rates of return for each of the components. For Nielsen’s U.S. plans, a 50 basis point decrease in the expected return on assets would increase pension expense on Nielsen’s principal plans by approximately $0.9 million per year. For Nielsen’s primary Dutch plan, a similar 50 basis point decrease in the expected return on assets would increase pension expense on Nielsen’s principal Dutch plans by approximately $2.9 million per year. We assumed that the weighted averages of long-term returns on Nielsen’s pension plans was 6.3% for the Successor period from May 24, 2006 to December 31, 2006 and 6.1% for 2005. The actual return on plan assets will vary from year to year versus this assumption. Although the actual return on plan assets will vary from year to year, we believe it is appropriate to use long-term expected forecasts in selecting our expected return on plan assets. As such, there can be no assurance that our actual return on plan assets will approximate the long-term expected forecasts.

Income Taxes

We operate in over 100 countries worldwide. Over the past five years, we completed many material acquisitions and divestitures, which have generated complex tax issues requiring management to use its judgment to make various tax determinations. We try to organize the affairs of our subsidiaries in a tax efficient manner, taking into consideration the jurisdictions in which we operate. Due to outstanding indemnification agreements, the tax payable on select disposals made in recent years has not been finally determined. Although we are confident that tax returns have been appropriately prepared and filed, there is risk that additional tax may be assessed on certain transactions or that the deductibility of certain expenditures may be disallowed for tax purposes. Our policy is to estimate tax risk to the best of our ability and provide accordingly for those risks and take positions in which a high degree of confidence exists that the tax treatment will be accepted by the tax authorities. The policy with respect to deferred taxation is to provide in full for timing differences using the liability method.

Deferred tax assets and deferred tax liabilities are computed by assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. The carrying value of deferred tax assets is adjusted by a valuation allowance to the extent that these deferred tax assets are not considered to be realized on a more likely than not basis. Realization of deferred tax assets is judgmental and is dependent upon our ability to generate future taxable income in jurisdictions where such assets have arisen. Valuation allowances are recorded in order to reduce the deferred tax assets to the amount expected to be realized in the future. In assessing the adequacy of our valuation allowances, we consider various factors including reversal of deferred tax liabilities, future taxable income, and potential tax planning strategies.

Long-Lived Assets

We are required to assess whether the value of Nielsen’s long-lived assets, including Nielsen buildings, improvements, technical and other equipment, and amortizable intangible assets have been impaired. An assessment is required whenever events or changes in circumstances indicate that the carrying amount of the

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assets might not be recoverable. We do not perform a periodic assessment of assets for impairment in the absence of such information or indicators. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. Recoverability of assets that are held and used is measured by comparing the sum of the future undiscounted cash flows derived from an asset (or a group of assets) to their carrying value. If the carrying value of the asset (or the group of assets) exceeds the sum of the future undiscounted cash flows, impairment is considered to exist. If impairment is considered to exist based on undiscounted cash flows, the impairment charge is measured using an estimation of the assets’ fair value, typically using a discounted cash flow method. The identification of impairment indicators, the estimation of future cash flows and the determination of fair values for assets (or groups of assets) requires us to make significant judgments concerning the identification and validation of impairment indicators, expected cash flows and applicable discount rates. These estimates are subject to revision as market conditions and Nielsen’s assessments change.

Nielsen capitalizes software development costs with respect to major internal use software initiatives or enhancements in accordance with Statement of Position 98-1, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use”. The costs are capitalized from the time that the preliminary project stage is completed, and we consider it probable that the software will be used to perform the function intended until the time the software is placed in service for its intended use. Once the software is placed in service, the capitalized costs are generally amortized over periods of three to seven years. If events or changes in circumstances indicate that the carrying value of software may not be recovered, a recoverability analysis is performed based on estimated undiscounted cash flows to be generated from the software in the future. If the analysis indicates that the carrying value is not recoverable from future cash flows, the software cost is written down to estimated fair value and an impairment is recognized. Nielsen estimates are subject to revision as market conditions and Nielsen’s assessments change.

Share-based compensation

We account for share-based awards in accordance with SFAS No.123(R), “Shared-Based Payment,” which, in the Predecessor period, we early adopted as of January 1, 2003 under the modified prospective approach. Share-based compensation expense is primarily based on the estimated grant date fair value using the Black-Scholes option pricing model for awards granted after January 1, 2003. Determining the fair value of stock-based awards at the grant date requires considerable judgment, including estimating the expected term of stock options, expected volatility of our stock, and the number of stock-based awards expected to be forfeited due to future terminations. In addition, for stock-based awards where vesting is dependent upon achieving certain operating performance goals, we estimate the likelihood of achieving the performance goals. Differences between actual results and these estimates could have a material effect on our financial results. We consider several factors in estimating the expected life of our options granted, including the expected lives used by a peer group of companies and the historical option exercise behavior of our employees, which we believe are representative of future behavior. We estimate the stock price volatility on a combination of our formerly publicly traded stock adjusted for its new leverage and estimates of implied volatility of our peer group. The assumptions used in calculating the fair value of share-based awards represent our best estimates, but these estimates involve inherent uncertainties and the application of management judgment.

Factors Affecting Nielsen’s Financial Results

Foreign Currency

Our financial results are reported in U.S. Dollars and are therefore subject to the impact of movements in exchange rates on the translation of the financial information of individual businesses whose functional currencies are other than U.S. Dollars. Approximately 60% (57% in 2005) of our revenues were denominated in U.S. Dollars during 2006. Nielsen’s principal foreign exchange exposure is spread across several currencies, primarily the Euro, British pound, and other currencies representing 12.0%, 4.5%, and 24.3%, respectively, for

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the Successor period from May 24, 2006 to December 31, 2006; 12.2%, 4.2%, and 23.1%, respectively, for the Predecessor period from January 1, 2006 to May 23, 2006; 17.8%, 6.3%, 20.7%, respectively, in 2005; and 18.5%, 6.6%, 19.8%, respectively, in 2004.

As a result, fluctuations in the value of foreign currencies relative to the U.S. Dollar have a significant effect on Nielsen’s operating results. Based on the combined Successor and Predecessor periods, a one cent change in the U.S. Dollar/Euro exchange rate will impact revenues by approximately $5 million, with an immaterial impact on operating income. Impacts associated with fluctuations in foreign currency are discussed in more detail under “—Quantitative and Qualitative Disclosures about Market Risks”. In countries with currencies other than the U.S. Dollar, assets and liabilities are translated into Dollars using end-of-period exchange rates; revenues, expenses and cash flows are translated using average rates of exchange. The average U.S. Dollar to Euro exchange rate was $1.2431 to €1.00 and $1.2565 to €1.00 and $1.23748 to €1.00 for the years ended December 31, 2006, 2005 and 2004, respectively.

Constant currency growth rates used in the following discussion of results of operations eliminate the impact of year-over-year foreign currency fluctuations.

Acquisitions and Investments in Affiliates

For the pro forma year ended December 31, 2006, Nielsen completed several acquisitions for aggregate consideration, net of cash acquired, of $98 million ($29 million for the Successor period from May 24, 2006 to December 31, 2006 and $69 million for the Predecessor period from January 1, 2006 to May 23, 2006). These acquisitions contributed $33 million of revenue and $1 million of operating income for the pro forma year ended December 31, 2006.

On February 5, 2007, Nielsen and Nielsen//NetRatings announced they had entered into a merger agreement by which Nielsen, which already owns approximately 60% of Nielsen//NetRatings, would acquire the Nielsen//NetRatings shares Nielsen does not currently own at a price of $21.00 per share in cash, for a total purchase price of approximately $327 million. The merger is expected to be completed in the second quarter of 2007, subject to customary conditions and approvals. The transaction is subject to shareholder approval; however, Nielsen has agreed to vote all of its shares in favor of the merger, thereby assuring approval of the merger.

In early 2006, we acquired a majority interest in BuzzMetrics, Inc. We currently hold approximately 58% of Nielsen BuzzMetrics’ shares. On April 30, 2007, Nielsen announced an agreement in principle to acquire the remaining BuzzMetrics, Inc. shares subject to the execution of a definitive agreement.

For the year ended December 31, 2005, Nielsen completed several acquisitions for aggregate consideration, net of cash acquired, of approximately $170 million. These acquisitions contributed $22 million of revenue and $5 million of operating income in 2005.

In 2005, we entered into a joint venture with the AGB Group. This arrangement is intended to increase MMI’s coverage internationally, enabling MMI to better serve the needs of media owners with multi national interests. The newly formed entity is AGB Nielsen Media Research, of which we own 50% of the outstanding shares. Accordingly, as of March 1, 2005, Nielsen deconsolidated its international television audience measurement companies, and began accounting for the joint venture under the equity method. Nielsen’s share of the joint venture’s loss for the year was $4 million, and is recorded net of tax in equity in net income of affiliates in the Consolidated Statements of Operations.

For the year ended December 31, 2004, Nielsen completed several acquisitions for aggregate consideration, net of cash acquired, of approximately $96 million. These acquisitions contributed $40 million of revenue and $7 million of operating income in 2004.

Divestitures

Business Media Europe

In December 2006, Nielsen reached an agreement in principle to sell substantially all of its Business Media Europe (BME) unit to 3i Group plc, a private equity and venture capital firm. On February 8, 2007, Nielsen

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announced it had completed the sale. The cash proceeds of the sale approximated the carrying value as of December 31, 2006. Nielsen’s consolidated financial statements reflect BME’s business as discontinued operations. (See Note 4 to the consolidated financial statements “Business Divestitures” and Note 19 to the consolidated financial statements “Subsequent Events”).

Directories

In November 2004, Nielsen completed the sale of its Directories segment to World Directories Acquisition Corp., a legal entity owned by funds advised by Apax Partners Worldwide LLP and Cinven Limited, for $2,622 million in cash. The sale resulted in a gain of $756 million, net of income taxes; $1,594 million of the proceeds was used to repay debt in 2005 and $38 million of fees related to the disposition were paid in 2005. The sales price is subject to adjustments based on final agreement on working capital and net indebtedness. In 2005, Nielsen recorded an additional gain of $8 million to reflect the continued negotiation of final settlement amounts. In connection with the sale of Directories, Nielsen indemnified the acquirer from any tax obligations relating to years prior to the divestiture (see Note 16 to the consolidated financial statements “Commitments and Contingencies”).

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Results of Operations—Pro Forma 2006, Successor (from May 24, 2006 to December 31, 2006) and Predecessor (from January 1, 2006 to May 23, 2006) periods, and Years Ended December 31, 2005 and 2004

The following table sets forth, for the periods indicated, the amounts included in our Consolidated Statements of Operations:

	Unaudited Pro Forma (1)			Successor			Predecessor
(IN MILLIONS)	Year ended December 31, 2006			Period from May 24, 2006 through December 31, 2006			Period from January 1, 2006 through May 23, 2006			Year ended December 31, 2005			Year ended December 31, 2004
Revenues	$	4,174		$	2,548		$	1,626		$	4,059		$	3,814
Cost of revenues, exclusive of depreciation and amortization		1,989			1,202			787			1,904			1,772
Selling, general and administrative expenses exclusive of depreciation and amortization		1,460			912			554			1,464			1,321
Depreciation and amortization		438			257			126			312			297
Goodwill impairment charges		—			—			—			—			135
Transaction costs		—			—			95			—			—
Restructuring costs		75			68			7			6			36
Operating income		212			109			57			373			253
Interest income		14			11			8			21			16
Interest expense		(654	)		(372	)		(48	)		(130	)		(140	)
(Loss)/gain on derivative instruments		(4	)		5			(9	)		13			178
(Loss)/gain on early extinguishment of debt		(5	)		(65	)		—			(102	)		1
Foreign currency exchange transaction (loss)/gain, net		(74	)		(71	)		(3	)		11			(2	)
Equity in net income of affiliates		12			6			6			9			7
Other income/(expense), net		7			(7	)		14			8			5
(Loss)/income from continuing operations before income taxes and minority interests		(492	)		(384	)		25			203			318
Benefit/(provision) for income taxes		115			105			(39	)		(31	)		(45	)
Minority interests		—			—			—			—			5
(Loss)/income from continuing operations	$	(377	)	$	(279	)	$	(14	)	$	172		$	278

(1) The unaudited pro forma presentation for 2006 reflects the sum of the results for the Successor period from May 24, 2006 to December 31, 2006 following the Valcon Acquisition and the Predecessor period from January 1, 2006 to May 23, 2006 preceding the Valcon Acquisition. The 2006 pro forma results are adjusted to reflect the pro forma effect of the Valcon Acquisition and its related financing as if it had occurred on January 1, 2006. Pro forma adjustments include: increased interest expense/(income) ($239 million), reversal of transaction costs directly related to the Valcon Acquisition ($95 million), fees associated with extinguishment of bridge financing ($60 million), increased amortization related to purchase price allocation ($55 million), decreased selling, general and administrative expenses ($6 million) consisting of decreased pension costs related to the Valcon Acquisition ($10 million) and increased sponsor fees ($4 million), and the related income tax effects.

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The pro forma basis amounts for the twelve months ended December 31, 2006 are compared to the twelve months ended December 31, 2005 on a historical basis.

The following table sets forth, for the periods indicated, certain supplemental revenue data:

	Unaudited Pro Forma			Successor			Predecessor
	Year ended December 31, 2006			Period from May 24, 2006 through December 31, 2006			Period from January 1, 2006 through May 23, 2006			Year ended December 31, 2005			Year ended December 31, 2004
(IN MILLIONS)
Revenues by segment
Marketing Information	$	2,370		$	1,465		$	905		$	2,359		$	2,224
Media Measurement & Information		1,326			819			507			1,213			1,112
Nielsen Business Media		482			266			216			490			479
Corporate		(4	)		(2	)		(2	)		(3	)		(1	)
Total	$	4,174		$	2,548		$	1,626		$	4,059		$	3,814
Marketing Information revenues by service
Retail Measurement Services	$	1,609		$	1,005		$	604		$	1,544		$	1,474
Consumer Panel Services		197			124			73			190			168
Customized Research Services		242			153			89			235			213
Other Services		412			273			139			390			369
Deferred Revenue Adjustment		(90	)		(90	)		—			—			—
Total	$	2,370		$	1,465		$	905		$	2,359		$	2,224
Media Measurement & Information revenues by division
Media	$	1,093		$	673		$	420		$	986		$	898
Entertainment		153			95			58			160			154
Internet Measurement		80			51			29			67			60
Total	$	1,326		$	819		$	507		$	1,213		$	1,112
Revenues by geography
United States	$	2,430		$	1,468		$	962		$	2,343		$	2,190
Other Americas		382			237			145			329			278
The Netherlands		34			22			12			33			63
Other Europe, Middle East & Africa		944			580			364			978			921
Asia Pacific		384			241			143			376			362
Total	$	4,174		$	2,548		$	1,626		$	4,059		$	3,814

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	Unaudited Pro Forma		Successor		Predecessor
	Year ended December 31, 2006		Period from May 24, 2006 through December 31, 2006		Period from January 1, 2006 through May 23, 2006		Year ended December 31, 2005		Year ended December 31, 2004
(% of Revenue)
Revenues by segment
Marketing Information	57	%	57	%	56	%	58	%	58	%
Media Measurement & Information	32	%	32	%	31	%	30	%	29	%
Nielsen Business Media	11	%	11	%	13	%	12	%	13	%
Total Nielsen	100	%	100	%	100	%	100	%	100	%
Marketing Information revenues by service
Retail Measurement Services	38	%	39	%	37	%	38	%	39	%
Consumer Panel Services	5	%	5	%	5	%	5	%	4	%
Customized Research Services	6	%	6	%	5	%	6	%	5	%
Other Services	10	%	11	%	9	%	9	%	10	%
Deferred Revenue Adjustment	(2	%)	(4	%)	—		—		—
Total MI	57	%	57	%	56	%	58	%	58	%
Media Measurement & Information revenues by division
Media	26	%	26	%	26	%	24	%	23	%
Entertainment	4	%	4	%	4	%	4	%	4	%
Internet Measurement	2	%	2	%	1	%	2	%	2	%
Total MMI	32	%	32	%	31	%	30	%	29	%
Nielsen Business Media	11	%	11	%	13	%	12	%	13	%

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The following table sets forth certain 2006 supplemental revenue growth data, on a pro forma basis, with and without the deferred revenue adjustment. The deferred revenue adjustment of $90 million referred to below resulted from the preliminary purchase price allocation. In order to determine the percentage change in items on a constant currency basis, we adjust these items to remove the positive and negative impacts of foreign exchange.

	Unaudited Pro Forma revenue for Year Ended December 31, 2006
(IN MILLIONS)	Pro Forma Revenue Excluding Deferred Revenue Adjustment			Deferred Revenue Adjustment			Unaudited Pro forma Total Revenue
Revenue
Marketing Information	$	2,460		$	(90	)	$	2,370
Media Measurement & Information		1,326			—			1,326
Nielsen Business Media		482			—			482
Corporate		(4	)					(4	)
Total Nielsen	$	4,264		$	(90	)	$	4,174
Revenue growth
Marketing Information		4.3	%		(3.8	%)		0.5	%
Media Measurement & Information		9.4	%		—			9.4	%
Nielsen Business Media		(1.6	%)		—			(1.6	%)
Total Nielsen		5.1	%		(2.2	%)		2.9	%
Revenue growth, constant currency
Marketing Information		4.5	%		(3.8	%)		0.7	%
Media Measurement & Information		9.4	%		—			9.4	%
Nielsen Business Media		(1.8	%)		—			(1.8	%)
Total Nielsen		5.2	%		(2.2	%)		3.0	%

Year ended December 31, 2006 compared to the year ended December 31, 2005

When comparing Nielsen’s results for the pro forma year ended December 31, 2006 with those of the year ended December 31, 2005, the following should be noted:

Items Affecting Operating Income for the Year Ended December 31, 2006

• Nielsen’s consolidated financial statements for the year ended December 31, 2006 reflect the effect of foreign currency exchange rates on operations and several acquisitions.

• Nielsen recorded a $90 million purchase price adjustment to deferred revenue resulting from the purchase accounting for the Valcon Acquisition that reduced revenue at MI in the Successor period from May 24, 2006 to December 31, 2006.

• Nielsen incurred $75 million of restructuring expenses.

• Nielsen recorded $108 million of increased amortization of intangible assets and other assets in 2006 related to certain purchase price adjustments from the Valcon Acquisition.

• Nielsen incurred approximately $53 million in one-time payments in connection with compensation agreements for certain corporate executives.

Items Affecting Operating Income for the Year Ended December 31, 2005

• In 2005, Nielsen settled antitrust litigation with Information Resources, Inc. (“IRI”). The antitrust litigation brought more than ten years ago by IRI against ACNielsen, Dun & Bradstreet and IMS Health, was settled and paid by us on February 16, 2006 for $55 million.

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• In 2005, Nielsen terminated its agreement to merge with IMS Health. A charge of $36 million was recorded related to the failed deal costs of the merger.

• Nielsen realized $17 million in gains from divesting an equity investment, the sale of certain publications and real estate.

• MI recognized $6 million in Project Atlas (as described under “—Restructuring Costs”) restructuring charges.

Revenues

Nielsen Consolidated. Revenues were $2,548 million for the Successor period from May 24, 2006 to December 31, 2006 and $1,626 million for the Predecessor period from January 1, 2006 to May 23, 2006, an overall increase of 2.9% versus $4,059 million for the twelve months ended December 31, 2005. When assessing Nielsen’s financial results, we focus on growth in revenue excluding the effect of the purchase price deferred revenue adjustment from the Valcon Acquisition. Excluding the $90 million deferred revenue adjustment for MI and the foreign exchange impact of less than 0.1%, Nielsen’s revenues on a constant currency basis increased 5.2%. Constant currency revenue increased 4.5% at MI, 9.4% at MMI, partly offset by a 1.8% decrease at NBM.

Marketing Information. Revenues for the Successor period from May 24, 2006 to December 31, 2006 were $1,465 million and $905 million for the Predecessor period from January 1, 2006 to May 23, 2006. Excluding the $90 million deferred revenue adjustments, revenue for MI increased to $2,460 million for the pro forma year ended December 31, 2006 from $2,359 million for the twelve months ended December 31, 2005. Excluding a 0.2% negative impact of foreign exchange and the deferred revenue adjustment, constant currency revenues increased 4.5%. The increase in constant currency is primarily attributable to 4.1% growth in Retail Measurement Services primarily due to growth in Latin America (Brazil, Mexico and Colombia, as well as the Datos acquisition in Venezuela), Emerging Markets (geographic expansion in Russia and growth in Turkey), Asia Pacific (geographical expansion in China and growth in India), Canada (launch of Tobacco Index and higher key account service sales) and the Beverage Data Networks (BDN) and Decisions Made Easy (DME) acquisitions, partially offset by pricing compression in the U.S. and Europe.

Media Measurement & Information. Revenues for the Successor period from May 24, 2006 to December 31, 2006 were $819 million and $507 million for the Predecessor period from January 1, 2006 to May 23, 2006. Revenues for Media Measurement & Information increased to $1,326 million for the pro forma year ended December 31, 2006 from $1,213 million for the year ended December 31, 2005. Foreign exchange had no impact on revenues. Constant currency revenues increased 9.4% with this increase primarily attributable to an 8.6% increase in the Media division, and the positive impact of acquisitions which contributed $14 million, and a revenue increase at Internet Measurement, due in part from patent licensing revenue, partly offset by a 4.3% revenue decline in the Entertainment division.

MMI’s revenue increase was primarily attributable to continued demand for television audience measurement services in the U.S., resulting in a 10.8% revenue increase. Growth in the U.S. was due to price increases, the National People Meter (“NPM”) expansion, the impact of the Local People Meter (“LPM”) rollout in Washington, D.C. and Philadelphia in 2005, the launch of Dallas, Detroit and Atlanta in 2006 and new clients. Nielsen Media Research International’s growth is primarily attributable to the acquisition of an advertising information service business in the Netherlands.

Nielsen Business Media. Revenues for the Successor period from May 24, 2006 to December 31, 2006 were $266 million and $216 million for the Predecessor period from January 1, 2006 to May 23, 2006. Revenues for NBM decreased to $482 million for the pro forma year ended December 31, 2006 from $490 million for the twelve months ended December 31, 2005, or 1.6%. The trade show business experienced 3.5% growth due to growth of several major shows combined with the impact of two biennial shows, offset by a 5.3% decrease at Business Publications reflecting continued weakness in advertising revenue and the sale of certain publications.

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Cost of Revenues, Exclusive of Depreciation and Amortization

Cost of revenues was $1,202 million for the Successor period from May 24, 2006 to December 31, 2006 and $787 million for the Predecessor period from January 1, 2006 to May 23, 2006, an increase of $85 million or 4.5% versus $1,904 million for the twelve months ended December 31, 2005. Excluding the favorable 0.4% impact of foreign exchange, cost of revenues would have increased by 4.9%. Constant currency cost of revenues increased primarily from a 5.8% increase at MI and a 6.3% increase at MMI, which was partly offset by a reduction in costs at NBM of 4.6%.

The 5.8% increase in constant currency cost of revenue at MI was due to overall MI revenue growth combined with higher data collection, retailer cooperation and processing costs associated with our new Tobacco category in Canada, geographic expansion in Russia and China, service enhancement in Japan as well as the impact of acquisitions.

MMI constant currency cost of revenues increased 6.3%, primarily from an increase in costs in Media in the U.S and the impact from the acquisition of Nielsen BuzzMetrics in March 2006. The increased costs were due to the expansion of LPM and NPM in the U.S., primarily from higher personnel costs, increased software maintenance and increased support costs, slightly offset by the 8.8% constant currency expense reduction in NMR International due to the establishment of the AGB Nielsen Media Research joint venture in 2005 and headcount reductions.

NBM constant currency cost of revenues decreased 4.6% due to a reduction in costs as a result of Business Publications decreased number of advertising and editorial pages, efficiency initiatives and a decrease in trade show promotional and rental expense due to cost containment measures.

Selling, General and Administrative Expenses, Exclusive of Depreciation and Amortization

Selling, general and administrative expenses were $912 million for the Successor period from May 24, 2006 to December 31, 2006 and $554 million for the Predecessor period from January 1, 2006 to May 23, 2006 versus $1,464 million for the twelve months ended December 31, 2005. Pro forma assumes the Valcon Acquisition occurred on January 1, 2006. Excluding the less than 0.1% foreign exchange impact, pro forma selling, general and administrative expense for the year ended December 31, 2006 would have been $1,460 million, a slight decrease of 0.2% versus the year ending December 31, 2005. An increase in constant currency pro forma selling, general and administrative expenses at MMI (7.1%) was offset by lower costs at NBM (2.8%) and lower corporate expense in 2006 due to the impact of the IMS Health deal costs and IRI settlement costs incurred in 2005. MI’s 2006 constant currency pro forma selling, general and administrative expenses were flat with 2005.

The constant currency pro forma selling, general and administrative increases at MI resulting from higher client sales and service, continued expansions in Emerging Markets, Asia Pacific and AAC as well as the impact of new acquisitions were largely offset by productivity increases in Europe, in the U.S., Transformation Initiative (as defined below) savings and Project Atlas restructuring charges in 2005.

MMI constant currency pro forma selling, general and administrative costs increased 7.1% due to $11 million in gains in 2005 from the sale of an equity investment and the sale of a building, higher personnel costs in the U.S. in 2006, and acquisitions in 2006, partly offset by lower costs due to the establishment of the AGB Nielsen Media Research joint venture in late 2005 and headcount reductions.

NBM constant currency costs were down 2.8% primarily due to the impact of lower publication revenues and reduced overhead expense.

Depreciation and Amortization

Depreciation and amortization was $257 million for the Successor period from May 24, 2006 to December 31, 2006 and $126 million for the Predecessor period from January 1, 2006 to May 23, 2006 versus

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$312 million for the twelve months ended December 31, 2005. Assuming the Valcon Acquisition occurred on January 1, 2006, pro forma depreciation and amortization for the pro forma year ended December 31, 2006 would have been $438 million, a 40.3% increase over the prior year. Excluding the 0.3% favorable impact of foreign exchange, pro forma depreciation and amortization would have increased 40.6%. The increase was primarily due to $108 million of increased amortization of intangible assets and other assets in 2006 related to certain purchase price adjustments from the Valcon Acquisition and a 16.3% expense growth at NMR U.S. in MMI due primarily from the continued rollout of the LPM and new Active/Passive Meters.

Transaction Costs

On March 8, 2006, Nielsen and Valcon announced the tender offer by Valcon to acquire all outstanding Nielsen shares. In November 2005, in connection with the agreement on the termination of the planned merger of Nielsen and IMS Health, Nielsen agreed to pay $45 million to IMS Health should Nielsen be acquired within 12 months following the termination of the merger. Due to the consummation of the Valcon Acquisition on May 24, 2006, Nielsen incurred $95 million of acquisition related expense during the Predecessor period of January 1, 2006 to May 23, 2006, including the $45 million payment to IMS Health and $41 million for advisory services. These transaction costs are excluded from the pro forma consolidated statements of operations.

Restructuring Costs

Nielsen’s restructuring costs reflect estimates and we reassess the requirements for completing each individual plan under Nielsen restructuring programs at least bi-annually. As discussed in Note 9 to the consolidated financial statements “Restructuring Activities,” we had four major active restructuring plans during the years 2003 through 2006: Transformation Initiative, Corporate Headquarters Restructuring, Marketing Information Europe Restructuring, and Project Atlas Restructuring.

Transformation Initiative. In November 2005 and December 2006, Nielsen announced its intention to expand current cost-saving programs to all areas of Nielsen’s operations worldwide. Nielsen further announced strategic changes as part of a major corporate transformation initiative (“The Transformation Initiative”). This Transformation Initiative is designed to make Nielsen a more successful and efficient enterprise. As such, Nielsen is in the process of reducing costs by streamlining corporate functions, centralizing certain operational and information technology functions, leveraging global procurement, consolidating real estate, and expanding the outsourcing or offshoring of certain other operational and production processes.

Nielsen incurred $67 million in severance and consulting fees during the Successor period from May 24, 2006 to December 31, 2006, and $6 million during the Predecessor period from January 1, 2006 to May 23, 2006. Charges for severance benefits of $48 million during the period from May 24, 2006 to December 31, 2006 relate to outsourcing of operational and back office activities, primarily in Europe and the United States, and rationalizing corporate functions, and will result in headcount reduction of approximately 700 employees. Charges for consulting relate to performance improvement initiatives and are expensed as incurred. The charges for actions taken during 2006 are expected to be settled in cash, primarily during 2007. Additional Transformation Initiative costs are expected to approximate $175 million over 2007 and 2008 related to future projects under this initiative, and will also consist of cash charges. Most of the job eliminations will come from non-client facing activities. We believe we can implement the above cost initiatives by the end of 2008, which we estimate will result in a targeted $125 million of annual run rate cost savings.

Corporate Headquarters. In 2004, Nielsen initiated a restructuring plan in conjunction with the relocation of a portion of the Corporate Headquarters from Haarlem in the Netherlands to New York in the U.S. The relocation is due to changes in Nielsen’s business portfolio (including the sale of Directories) and the fact the majority of Nielsen’s operations are now managed from New York. This plan resulted in a headcount reduction of approximately 40 employees in Haarlem. The 2004 charge of $12 million consisted primarily of severance benefits. Cash payments related to this plan were $2 million in the Successor period from May 24, 2006 to

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December 31, 2006 and $1 million in the Predecessor period from January 1, 2006 to May 23, 2006, $6 million for the twelve months ended December 31, 2005, and are expected to be $2 million thereafter.

Marketing Information Europe. In December 2004, we initiated a restructuring plan within MI to improve the competitiveness of the European retail measurement business. The 2004 charge of $14 million was entirely for severance benefits associated with headcount reductions of 81 employees in Europe. Cash outlays related to this plan totaled $2 million in the Successor period from May 24, 2006 to December 31, 2006, $2 million in the Predecessor period from January 1, 2006 to May 23, 2006, and $9 million for the twelve months ended December 31, 2005. The MI Europe restructuring plan has generated savings of $6 million in 2006 and is expected to generate similar savings going forward.

Project Atlas. In December 2003, we launched Project Atlas, a multi-year business improvement program in MI. This program was designed to enable MI to better meet client needs, improve operational efficiency, accelerate revenue growth through the introduction of new products and services and increase operating margins. Primarily concentrated in MI’s North American operations, Project Atlas activities are expected to streamline key operational processes to enhance quality and lower production costs, create a more streamlined and state-of-the-art technology platform and use global purchasing power to achieve cost efficiencies.

Project Atlas charges of $6 million in 2005, and $10 million in 2004, were entirely for severance benefits. Through December 31, 2006 headcount has been reduced by approximately 600 in connection with Project Atlas. Cash outlays related to this plan totaled $4 million in the Successor period from May 24, 2006 to December 31, 2006, $2 million in the Predecessor period from January 1, 2006 to May 23, 2006 and $11 million and $12 million for the years ended December 31, 2005, and 2004, respectively.

The above estimate of cost savings is based on Nielsen’s good faith estimate, but the actual amount of cost savings we achieve in the aggregate may be greater or less than the estimate set forth above. We may not realize the anticipated cost savings related to Transformation Initiative pursuant to the anticipated timetable or at all. In connection with all of the restructuring actions discussed above, severance benefits were computed pursuant to the terms of local statutory minimum requirements in labor contracts or similar employment agreements.

Operating Income

Operating income for the Successor period from May 24, 2006 to December 31, 2006 was $109 million and $57 million for the Predecessor period from January 1, 2006 to May 23, 2006. As a result of the factors discussed above, pro forma operating income for the period ended December 31, 2006 was $212 million versus $373 million for the period ended December 31, 2005. Excluding a 0.6% positive impact of foreign exchange, pro forma operating income decreased 43.8%. On a pro forma basis and excluding the above items from the respective 2006 and 2005 operating results, Nielsen’s 2006 constant currency pro forma operating income increased 17.5% versus prior year. Excluding the items listed above, constant currency pro forma operating income increased 19.6% at MI, 24.6% at MMI and 10.1% at NBM.

Interest Income and Expense

Interest income was $11 million for the Successor period from May 24, 2006 to December 31, 2006 and $8 million for the Predecessor period from January 1, 2006 to May 23, 2006. On a pro forma basis, interest income decreased by $7 million to $14 million in 2006 versus $21 million in 2005 due to lower cash balances for 2006 versus 2005. Interest expense was $372 million for the Successor period from May 24, 2006 to December 31, 2006 and $48 million for the Predecessor period from January 1, 2006 to May 23, 2006. On a pro forma basis, interest expense increased to $654 million for the pro forma year ended December 31, 2006 from $130 million for the year ended December 31, 2005. The increase in interest expense was related to the financing of the Valcon Acquisition. See “—Liquidity and Capital Resources.”

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Gain/(Loss) on Derivative Instruments

The gain on derivative instruments of $5 million for the Successor period from May 24, 2006 to December 31, 2006 was offset by a loss of $9 million for the Predecessor period from January 1, 2006 to May 23, 2006, resulting in an overall pro forma net loss of $4 million versus $13 million gain for the year ended December 31, 2005. The decrease resulted from an unfavorable currency movement versus the prior period.

Loss on Early Extinguishment of Debt

A $65 million loss on early extinguishment of debt was recorded in the Successor period from May 24, 2006 to December 31, 2006, a decrease from the $102 million loss for the twelve months ended December 31, 2005. There were no gains or losses in the Predecessor period from January 1, 2006 to May 23, 2006. The 2005 loss represents the loss on the debt buy back in the first quarter of 2005 from the proceeds from the sale of the Directories divestiture in 2004. The 2006 loss resulted from the write-off of deferred financing costs related to the repayment of the senior secured bridge facility at Valcon (entered into to complete the Valcon Acquisition and subsequently repaid in August) and the debt refinancing in August that replaced the senior secured bridge facility. The 2006 loss reflects $60 million relating to the settlement of the senior secured bridge facility which is excluded from the pro forma consolidated statement of operations.

Foreign Currency Exchange Transaction (Loss)/Gain

Foreign currency exchange resulted in a $71 million loss recorded in the Successor period from May 24, 2006 to December 31, 2006 and a $3 million loss for the Predecessor period from January 1, 2006 to May 23, 2006 versus a foreign currency exchange gain of $11 million for the year ended December 31, 2005. The 2006 loss was due to short-term intercompany loans and currency exchange on Euro denominated debt in the U.S.

Equity in Net Income of Affiliates

Equity in net income of affiliates was $6 million in the Successor period from May 24, 2006 to December 31, 2006 and $6 million in the Predecessor period from January 1, 2006 to May 23, 2006 versus $9 million for the year ended December 31, 2005.

Other (Expense)/Income, net

Other expense for the Successor period from May 24, 2006 to December 31, 2006 was $7 million and income of $14 million for the Predecessor period from January 1, 2006 to May 23, 2006 versus $8 million income for the twelve months ended December 31, 2005.

(Loss)/Income from Continuing Operations before Income Taxes and Minority Interests

Loss from continuing operations before income taxes and minority interest was $384 million for the Successor period from May 24, 2006 to December 31, 2006 and income of $25 million for the Predecessor period from January 1, 2006 to May 23, 2006. On a pro forma basis, the loss was $492 million for 2006 versus income of $203 million for the year ended December 31, 2005.

The pro forma variance primarily reflects the higher interest expense on higher borrowings, the deferred revenue adjustment in MI, the restructuring expenses related to the Transformation Initiative, the incremental compensation charges related to new compensation arrangements to certain executives, and increased amortization of intangible assets and other assets related to certain purchase price adjustments from the Valcon Acquisition, partly offset by improved operating performance.

Benefit/(Provision) for Income Taxes

We operate in more than 100 countries around the world and our earnings are taxed at the applicable income tax rate in each of these countries.

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Pro forma income taxes reflect the tax effect of the pro forma adjustments on a consolidated company basis. The tax benefits were based on the statutory tax rates in the jurisdictions related to the adjustments, taking into consideration the non-deductible nature of certain expenses.

Income taxes, expressed as a percentage of income from continuing operations before income taxes, equity in net income of affiliates and minority interests (effective tax rate) were a benefit of 26.9% for the Successor period May 24, 2006 to December 31, 2006, 205.3% for the Predecessor period January 1, 2006 to May 23, 2006 and 16.0% in 2005.

The total effective tax rate for the Successor period was lower than the Dutch statutory rate primarily due to the lack of income tax benefit on the one-time interest expense related to the Valcon senior secured bridge facility. The rate in the 2006 Successor period was also influenced by changes in estimates related to global tax contingencies.

The total effective tax rate for the 2006 Predecessor period was higher than the Dutch statutory tax rate primarily due to the low tax benefit under the favorable tax regime in the Netherlands on certain of the transaction costs related to the Valcon Acquisition and payments to IMS Health (see Note 16 to the consolidated financial statements). The Predecessor effective tax rate in all periods is also influenced by losses in jurisdictions where no tax benefit was recognized due to increases in valuation allowances.

The 2005 total effective tax rate was impacted by the release of provisions for certain income tax exposures as a result of the completion of a tax audit in the Netherlands resulting in a settlement of certain items affecting the years 2000 through 2006. These issues were primarily related to the Dutch taxation of Nielsen’s financing activities. Furthermore, Nielsen reduced the provision for other income tax exposures related to transfer-pricing issues based on the expiration of various jurisdictional statutes of limitation and the successful defense of the inter-company charges in tax audits in several jurisdictions. The effective tax rate was also influenced by releases of valuation allowances on deferred tax assets, as several jurisdictions were able to demonstrate the ability to realize these assets, and by other favorable adjustments related to the finalization of the Dutch income tax returns. Finally, the 2005 rate was adversely impacted by the lower tax benefit related to the favorable Dutch tax regime on the loss on the repurchase of debt in 2005.

Our future effective tax rates could be adversely affected by earnings being lower than anticipated in countries where Nielsen has lower statutory rates and higher than anticipated in countries where Nielsen has higher statutory rates, by changes in the valuation of Nielsen’s deferred tax assets, or by changes in tax laws, regulations, accounting principles, or interpretations thereof.

Discontinued Operations

Loss from discontinued operations after tax was $17 million for the Successor period from May 24, 2006 to December 31, 2006 and no gain or loss for the Predecessor period from January 1, 2006 to May 23, 2006 versus $7 million of income for the twelve months ended December 31, 2005. The 2006 result relates to the loss in Nielsen’s BME business.

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Results of Operations—Years Ended December 31, 2005 and December 31, 2004

The following table sets forth 2005 supplemental revenue growth data, on both a reported and constant currency basis. In order to determine the percentage change in items on a constant currency basis, we adjust these items to remove the positive and negative effects of foreign exchange. All percentages are calculated using actual amounts.

	Predecessor
	2005 Revenue			2004 Revenue
	(in millions)
Revenue, as reported
Marketing Information	$	2,359		$	2,224
Media Measurement & Information		1,213			1,112
Nielsen Business Media		490			479
Corporate		(3	)		(1	)
Total Nielsen	$	4,059		$	3,814
	Predecessor
	Constant Currency 2005 vs. 2004			Reported 2005 vs. 2004
Revenue growth
Marketing Information		3.4	%		6.1	%
Media Measurement & Information		8.7	%		9.0	%
Nielsen Business Media		1.9	%		2.2	%
Total Nielsen		4.7	%		6.4	%

Year ended December 31, 2005 compared to the year ended December 31, 2004

When comparing Nielsen’s results for the year ended December 31, 2005 with those of the year ended December 31, 2004, the following should be noted:

Items Affecting Operating Income for the year ended December 31, 2005

• Nielsen’s consolidated financial statements for the year ended December 31, 2005 reflect the effect of foreign currency exchange rates on operations and several acquisitions.

• In 2005, Nielsen settled antitrust litigation with IRI. The antitrust litigation was settled and paid by Nielsen on February 16, 2006 for $55 million.

• In 2005, Nielsen terminated its agreement to merge with IMS Health. A charge of $36 million was recorded related to the failed deal costs of the merger.

• Nielsen realized $17 million in gains from divesting an equity investment, the sale of certain publications and real estate.

• MI incurred $6 million in Project Atlas restructuring charges.

Items Affecting Operating Income for the year ended December 31, 2004

• Nielsen’s consolidated financial statements for the year ended December 31, 2004 reflect the effect of foreign currency exchange rates on operations and several acquisitions.

• During 2004, Nielsen recorded an impairment charge of $135 million to reduce the carrying value of goodwill in the Entertainment reporting unit within MMI.

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• Nielsen incurred $36 million in restructuring costs.

• Nielsen reversed a $17 million accrual for a New York sublease.

• Nielsen realized $8 million from the gain on sale of subsidiaries and real estate.

Revenues

Nielsen Consolidated. Revenues increased 6.4% to $4,059 million in 2005 from $3,814 million in 2004. Excluding a 1.7% positive impact of foreign exchange, primarily related to the weakening of the U.S. dollar versus the Euro, revenues on a constant currency basis increased 4.7%. Constant currency revenue grew at all three businesses, MI by 3.4%, MMI by 8.7% and NBM by 1.9%.

Marketing Information. Revenues for MI increased 6.1% to $2,359 million in 2005 from $2,224 million in 2004. Excluding a positive impact of foreign exchange of 2.7%, revenue would have increased 3.4%. The increase was attributable to growth in all of the product lines, primarily Retail Measurement Services, and to a lesser extent Consumer Panel Services and Customized Research Services. Retail Measurement Services increased 1.9% in constant currency due to increased sales of key account data, increased category and channel penetration and increased coverage, primarily in Latin America and Emerging Markets. Consumer Panel Services revenue increased 10.4% in constant currency, primarily from growth in MegaPanel, the consumer direct service and ad hoc custom projects. Customized Research Services increased 7.4% in constant currency due primarily to the growth in most markets in Asia Pacific and increased penetration of proprietary products in emerging markets. Advisory services increased 4.0% in constant currency mostly driven by BASES’ international markets, especially Asia Pacific and Canada.

Media Measurement & Information. Revenues for MMI increased 9.0% to $1,213 million in 2005 from $1,112 million in 2004. Excluding a positive foreign currency impact, constant currency revenue would have increased by 8.7%. The increase in constant currency revenue was primarily due to 9.3% growth in Media, and to a lesser extent, a 13.3% increase in Internet Measurement and a 4.2% increase at Entertainment.

Media’s constant currency increase was due to steady demand for Nielsen Media Research’s television audience measurement services in the U.S., with a 12.9% increase, partly offset by a 14.3% decrease outside of the U.S. Growth in the U.S. was due to price increases, 90% completion of the expansion of the NPM sample, the full year impact of the four markets launched in 2004 and two new markets launched in 2005, from the continued implementation of the LPM technology and the addition of new clients and business. The decrease in Nielsen Media Research’s revenue outside of the U.S. was due to the establishment of the AGB Nielsen Media Research joint venture by AGB and Nielsen Media Research International. The joint venture’s results were recorded in equity in net income of affiliates from March 2005.

Constant currency revenue grew 13.3% for Nielsen//NetRatings (approximately 60% ownership pending merger to complete 100% ownership). The increase in revenue was primarily due to new business sales of products and services based on Nielsen//NetRatings’ MegaPanel, the launch of new product offerings, and price increases for existing products and services.

Nielsen Entertainment’s revenue increased 4.2% on a constant currency basis, primarily due to syndicated and custom analysis product offerings in entertainment consulting services and measurement businesses for film, home entertainment, music, book and video game industries. The increase was also due to the full year impact of the acquisition of the remaining approximately 50% interest in Music Control Europe (Aircheck) in 2004, new product development, process reengineering and strategic alliances.

Nielsen Business Media. Revenues for NBM increased 2.2%, to $490 million in 2005 from $479 million in 2004. Excluding the slightly positive impact of foreign exchange, constant currency revenue increased 1.9%. The constant currency increase was due primarily to a 9.8% growth in trade show business partly offset by a 3.0% decrease in Business Publications.

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The trade show business increased in constant currency due to improved product offerings, realignment and growth at existing shows, and the launch of new events in 2005. Net square feet of floor space used and attendance at events in 2005 increased from the prior year. Ten new trade shows were launched in 2005 versus seven in 2004. Three shows were cancelled in 2005 and one was cancelled in 2004.

Nielsen’s Business Publications revenue in the U.S. decreased 3.0% from the prior year in constant currency, due to lost revenue from seven divested titles, and lower advertising related revenues from Nielsen’s other titles.

Cost of Revenues, Exclusive of Depreciation and Amortization

Cost of revenues increased to $1,904 million in 2005, from $1,772 million in 2004, an increase of 7.4%. Excluding the 2.0% increase from foreign exchange, cost of revenues would have increased 5.4%. Constant currency cost of revenues increased at MI by 5.3%, MMI by 6.6%, and at NBM of 2.5%.

Cost of revenues in constant currency increased at MI 5.3% due to higher data collection and processing costs, the roll-out of the new factory in Europe, increased retailer cooperation expenses due to channel and geographic expansion, and higher pension costs in Europe. This increase in constant currency was partly offset by lower outsourced data processing costs, decreased data collection costs resulting from the higher penetration of e-panel at BASES.

MMI constant currency cost of revenues increased 6.6% primarily due to the costs associated with the corresponding growth in revenue, partly offset by savings in Entertainment and Internet. In Media, costs increased due to expansion of the LPM and NPM in the U.S., primarily from staffing, commission, pre-development software costs and maintenance expenses, partly offset by lower costs in International due to the 2005 formation of the AGB Nielsen Media Research joint venture. The 5.0% decrease in Entertainment in constant currency costs was due primarily to personnel and monitoring cost savings at Music, and to lower intercept costs and savings due to a change in the product revenue mix at Film and Home Entertainment. The decrease in costs at Internet was primarily due to lower overall panel recruitment costs, the elimination of the Hispanic panel in the third quarter of 2004, partly offset by expansion of the scope of information for MegaPanel and additional expenses related to certain custom research projects.

NBM constant currency cost of revenues increased 2.5% as a result of ten new shows and the continued growth at many of the existing shows at trade shows in 2005, partly offset by a reduction of manufacturing costs at Business Publications due to lower revenues.

Selling, General and Administrative Expense, Exclusive of Depreciation and Amortization

Selling, general and administrative costs increased to $1,464 million in 2005, from $1,321 million in 2004, an increase of 10.7%. Excluding the 1.5% decrease from foreign exchange, selling, general and administrative costs would have increased 9.2%. The increase in constant currency was primarily due to higher costs at corporate and 1.2% at MI, and 2.4% at MMI, offset by a decrease in NBM of 4.5%.

Corporate and other costs increased from 2004 primarily due to the settlement of the antitrust litigation with IRI and payment of the IMS Health deal costs for the failed acquisition in 2005. The antitrust litigation brought on more than 10 years ago by IRI, against ACNielsen, Dun & Bradstreet and IMS Health, was settled and paid by Nielsen on February 16, 2006. A charge of $55 million was taken to expense in 2005. During 2005, Nielsen was in merger negotiations with IMS Health. In 2005, Nielsen terminated its agreement to merge with IMS Health. Nielsen incurred approximately $36 million in deal costs relating to the IMS Health merger. Corporate costs also increased in 2005, compared with 2004, as 2004 included the reversal of a portion of an accrual for a New York City real estate sub-lease due to the improvement in the real estate market in 2004.

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The increase in constant currency of 1.2% at MI was due to higher client service and sales costs in BASES, Latin America, Emerging Markets and Canada, higher personnel costs in Canada and higher facility costs at BASES. The increase was partly offset primarily from human resources and marketing savings in Europe and to a lesser extent, a reduction of consulting and personnel related costs in the U.S.

MMI constant currency costs increased 2.4% primarily due to higher expenses at Internet, Entertainment and Media in the U.S., partly offset by a 20.3% expense reduction at Nielsen Media Research International due to the establishment of the AGB Nielsen Media Research joint venture. Internet costs increased 21.3% due to higher personnel costs for product marketing and analytics in 2005 due to business growth, a severance charge in 2005 and the 2004 impact from the one-time insurance settlement related to patent litigation that reduced Nielsen//NetRatings’ expenses that year. Entertainment costs increased 9.0% resulting from higher costs for the sales group at EDI, and higher personnel costs. Expense grew at Media in the U.S. due to additional consulting costs, higher community/public relations costs and costs to support digital technology, partly offset by reduced legal fees and the sale of MRP in the prior year.

NBM constant currency costs decreased 4.5%, due to a reduction in headcount of 7.3% at Business Publications.

Depreciation and Amortization

Depreciation and amortization costs increased to $312 million in 2005 from $297 million in 2004, representing an increase of 5.3%. Excluding the 2.6% increase from foreign exchange, expenses would have increased 2.7%. The increase in constant currency was primarily due to higher costs at MMI of 4.0% and MI of 5.2%. The expense variances at NBM and Corporate were not significant.

MMI increases were due to the implementation of the National Expansion and LPM service into two new markets in 2005 and the full year impact of the LPM service in four markets entered into in 2004 and the introduction of Active/Passive meter technology in 2005. The increase in costs at MI was primarily the result of higher software amortization costs.

Goodwill Impairment Charges

During 2004, Nielsen performed its annual impairment test for goodwill and recorded a non-cash charge of $135 million. This impairment charge reduced the carrying value of goodwill in the Entertainment reporting unit within MMI. The charge reflects the impact of increased competition and client consolidation in the film sector and deterioration of the music market resulting from increased piracy, including the illegal duplication of compact discs. This test was also performed in 2005 and no further charges were required.

Operating Income

Operating income for the year ended December 31, 2005 was $373 million, or a 47.8% increase from the $253 million operating income for the year ended December 31, 2004 due to the factors discussed above. Excluding the 2.7% positive impact of foreign exchange, operating income would have increased by 45.1% from 2004 to 2005. Excluding these items and adjusting 2005 and 2004 on a comparable basis, Nielsen’s 2005 constant currency operating income increased 13.1% versus prior year. Excluding the items above, constant currency operating income increased 4.1% at MI, 24.9% at MMI, and 11.1% at NBM.

Interest Income and Expense

Interest income increased by $5 million, an increase of 31.4%, from 2004 to 2005 due to more favorable cash positions globally that generated higher interest income in 2005, partly offset by a negative impact of foreign exchange. Interest expense decreased 6.9% from 2004 to 2005, as a result of debt reductions at the end of 2004 and throughout 2005.

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Gain/(Loss) on Derivative Instruments

Our gain on derivative instruments decreased to $13 million in 2005 from $178 million in 2004. The decline was largely a result of recording changes in the fair value of hedges in equity, as described below.

Nielsen uses derivative instruments principally to manage the risk associated with movements in foreign currency exchange rates and the risk that changes in interest rates will affect the fair value or cash flows of Nielsen’s debt obligations. To qualify for hedge accounting, the hedging relationship must meet several strict conditions with respect to documentation, probability of occurrence, hedge effectiveness and reliability of measurement. As such documentation was not in place as of December 31, 2004, no derivative instruments outstanding qualified for hedge accounting prior to that date.

See Note 1 to the consolidated financial statements “Description of Business and Basis Presentation”, Note 8 to the consolidated financial statements “Derivative Financial Instruments”, and “Quantitative and Qualitative Disclosures about Market Risk” for additional information regarding accounting for derivative instruments.

Loss on Early Extinguishment of Debt

The loss of $102 million in 2005 was due to a debt buy back versus a $1 million gain in 2004. The debt buy back was funded in part by the proceeds of the Directories divestiture in 2004.

Income/(Loss) from Continuing Operations before Income Taxes and Minority Interests

Income from continuing operations before income taxes and minority interests declined to $203 million in 2005 from $318 million in 2004. The decline is mainly due to the reduced derivative gain in 2005 versus 2004 ($165 million), loss on early extinguishment of debt of $102 million and $91 million of increased costs from the settlement of the antitrust agreement with IRI and payment of the IMS Health failed deal costs. This is partially offset by the goodwill impairment charge recorded in 2004 ($135 million), lower 2005 restructuring costs ($30 million) and the year over year improvement in group performance as detailed above.

Benefit/(Provision) for Income Taxes

Income taxes, expressed as a percentage of income from continuing operations before income taxes, equity in net income of affiliates and minority interests (effective tax rate) were 16.0% in 2005 and 14.5% in 2004.

The 2005 total effective tax rate was impacted by the release of provisions for certain income tax exposures as a result of the completion of a tax audit in the Netherlands resulting in a settlement of certain items affecting the years 2000 through 2006. These issues were primarily related to the Dutch taxation of Nielsen’s financing activities. Furthermore, Nielsen reduced the provision for other income tax exposures related to transfer-pricing issues based on the expiration of various jurisdictional statutes of limitation and the successful defense of the inter-company charges in tax audits in several jurisdictions. The effective tax rate was also influenced by releases of valuation allowances on deferred tax assets, as several jurisdictions were able to demonstrate the ability to realize these assets, and by other favorable adjustments related to the finalization of the Dutch income tax returns. Finally, the 2005 rate was adversely impacted by the lower tax benefit related to the favorable Dutch tax regime on the loss on the repurchase of debt in 2005.

The lower total effective tax rate in 2004 is primarily due to a change in the mix of Dutch vs. non-Dutch earnings and to reversals of certain valuation allowances that were no longer required.

Minority Interests

Minority interests decreased from income of $5 million in 2004 to $0 million in 2005 as a result of improved performance and reduction of the loss at Nielsen//NetRatings.

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Discontinued Operations

The total of income from discontinued operations, net of tax and gain (loss) on sales of discontinued operations, net of tax, decreased from $845 million in 2004 to $7 million in 2005. See Note 4 to the consolidated financial statements “Business Divestitures”.

Liquidity and Capital Resources

Overview

Since the Valcon Acquisition and related financing, our contractual obligations, commitments and debt service requirements over the next several years are significant and are substantially higher than historical amounts. Our primary source of liquidity will continue to be cash generated from operations as well as existing cash.

We believe we will have available resources to meet both our short-term and long-term liquidity requirements, including debt service. We expect the cash flow from Nielsen’s operations, combined with the available revolving credit facility, to provide sufficient liquidity to fund our current obligations, projected working capital requirements, restructuring obligations, and capital spending over the next twelve months.

The Transactions

In connection with the Valcon Acquisition in May 2006, Valcon entered into a Senior secured bridge facility (“Valcon Bridge Loan”) under which Valcon had borrowed $6,164 million as of August 2006 when the Valcon Bridge Loan was settled and replaced with permanent financing consisting of (i) senior secured credit facilities consisting of seven-year $4,175 million and €800 million senior secured term loan facilities and a six-year $688 million senior secured revolving credit facility and (ii) debt securities, consisting of $650 million 10% and €150 million 9% Senior Notes due 2014 of Nielsen Finance LLC and Nielsen Finance Co., $1,070 million 12.5% Senior Subordinated Discount Notes due 2016 of Nielsen Finance LLC and Nielsen Finance Co. and €343 million 11.125% Senior Discount Notes due 2016 of The Nielsen Company B.V.

Senior Secured Credit Facilities

The senior secured credit facilities consist of seven-year $4,175 million and €800 million senior secured term loan facilities, with the entire amounts borrowed and a six-year $688 million senior secured revolving credit facility under which no amounts were outstanding at December 31, 2006. The senior secured revolving credit facility of Nielsen Finance LLC and, The Nielsen Company (US), Inc. and Nielsen Holding and Finance B.V. can be used for revolving loans, letters of credit and for swingline loans, and is available in U.S. Dollars, Euros and certain other currencies.

We are required to repay installments on the borrowings under the senior secured term loan facility in quarterly principal amounts of 0.25% of their original principal amount commencing December 2006, with the remaining amount payable on the maturity date of the term loan facilities. Borrowings under the senior secured credit facilities bear interest at a rate equal to an applicable margin plus, at our option, various base rates. The applicable margin for borrowings under the senior secured credit facilities may be reduced subject to us attaining certain leverage ratios. We pay a quarterly commitment fee of 0.5% on unused commitments under the senior secured revolving facility. The applicable commitment fee rate may be reduced subject to us attaining certain leverage ratios. In January 2007, the terms of the senior secured term loan facilities were modified resulting in a 50 and 25 basis point reduction of the applicable margin on the $4,175 million and €800 million senior secured term loan facilities, respectively.

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Our senior secured credit facilities are guaranteed by Nielsen, all of our wholly owned U.S. subsidiaries, and certain of our non-U.S. wholly-owned subsidiaries and is secured by substantially all of the existing and future property and assets (other than cash) of Nielsen’s U.S. subsidiaries and by a pledge of the capital stock of the guarantors, the capital stock of Nielsen’s U.S. subsidiaries and of the guarantors, and up to 65% of the capital stock of certain of Nielsen’s non-U.S. subsidiaries. Under a separate security agreement substantially all of the assets of Nielsen are pledged as collateral for amounts outstanding under the senior secured credit facilities.

Our senior secured credit facilities contain a number of covenants that, among other things, restrict, subject to certain exceptions, Nielsen Holding and Finance B.V. and its restricted subsidiaries’, all of our wholly owned U.S. subsidiaries (which together constitute most of Nielsen’s subsidiaries) ability to incur additional indebtedness or guarantees, incur liens and engage in sale and leaseback transactions, make certain loans and investments, declare dividends, make payments or redeem or repurchase capital stock, engage in certain mergers, acquisitions and other business combinations, prepay, redeem or purchase certain indebtedness, amend or otherwise alter terms of certain indebtedness, sell certain assets, transact with affiliates, enter into agreements limiting subsidiary distributions and alter the business that Nielsen Holding and Finance B.V. (formerly known as VNU Holding and Finance B.V.) and its restricted subsidiaries conduct. In addition, after an initial grace period, Nielsen Holding and Finance B.V. and its restricted subsidiaries are required, beginning with the twelve month period ending September 30, 2007, to maintain a maximum total leverage ratio and a minimum interest coverage ratio. The senior secured credit facilities also contain certain customary affirmative covenants and events of default.

Debt Securities

Nielsen Finance LLC and Nielsen Finance Co. (together “Nielsen Finance”), our wholly-owned subsidiaries, issued $650 million 10% and €150 million 9% Senior Notes due 2014 (the “Senior Notes”). Interest is payable on the Senior Notes semi-annually commencing in February 2007.

Nielsen Finance also issued $1,070 million 12.5% Senior Subordinated Discount Notes due 2016 (“Senior Subordinated Discount Notes”) for $585 million. Interest accretes through 2011 and is payable semi-annually commencing February 2012.

The indentures governing the Senior Notes and Senior Subordinated Discount Notes limit Nielsen Holding and Finance B.V. and its restricted subsidiaries (which together constitute most of Nielsen’s subsidiaries) ability to incur additional indebtedness, pay dividends or make other distributions or repurchase our capital stock, make certain investments, enter into certain types of transactions with affiliates, use assets as security in other transactions and sell certain assets or merge with or into other companies subject to certain exceptions. Upon a change in control, Nielsen Finance is required to make an offer to redeem all of the Senior Notes and Senior Subordinated Discount Notes at a redemption price equal to the 101% of the aggregate accreted principal amount plus accrued and unpaid interest. The Senior Notes and Senior Subordinated Discount Notes are jointly and severally guaranteed by Nielsen, all of our wholly owned U.S. subsidiaries, and certain of our non-U.S. wholly-owned subsidiaries.

We received proceeds of €200 million ($257 million) on the issuance of the €343 million 11.125% senior discount notes due 2016 (“Senior Discount Notes”). Interest on these notes accretes through 2011 and is payable semi-annually commencing February 2012. The Senior Discount Notes are senior unsecured obligations and rank equal in right of payment to all of Nielsen’s existing and future senior indebtedness. The Senior Discount Notes are effectively subordinated to Nielsen’s existing and future secured indebtedness to the extent of the assets securing such indebtedness and will be structurally subordinated to all obligations of Nielsen’s subsidiaries.

If Nielsen and Nielsen Finance have not exchanged the Senior Notes, Senior Subordinated Discount Notes and Senior Discount Notes for registered notes with substantially the same terms or a shelf registration statement is not declared effective by the SEC for the exchange by August 18, 2007 the interest rate on each series of the

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respective notes will increase by 0.25% annually and an additional 0.25% for each subsequent 90-day period the notes are not registered up to a maximum of 1.0% per year.

Use of Proceeds of Transactions and other Financing Transactions

In connection with the Transactions discussed above, as well as with the use of available cash on hand and equity contributed to Valcon by the Sponsors, we entered into the following transactions in 2006:

• the cancellation of our €1,000 ($1,230) million committed revolving credit facility, due 2010 (nothing was outstanding);

• the repayment of all amounts outstanding under the Valcon Bridge Facility and the purchase and/or cancellation of certain of Nielsen’s shares;

• the repurchase of substantially all of Nielsen Media Research’s $150 million 7.60% debenture loan due 2009, and the repurchase and/or redemption of €148 ($190) million remaining outstanding aggregate principal amount of Nielsen’s €150 million private placement debenture loan due 2006, €500 ($642) million aggregate principal amount of Nielsen’s 6.625% debenture loan due 2007, NLG 600 ($350) million aggregate principal amount of Nielsen’s 5.50% debenture loan due 2008 and €49 ($63) million remaining outstanding aggregate principal amount of Nielsen’s €600 million 6.75% debenture loan due 2008, in each case pursuant to a tender offer and consent solicitation;

• the repayment of the remaining $167 million of the NLG 500 million subordinated private placement loans; and

• the redemption of our series B preferred stock and related dividends for $132 million.

EMTN Program and Other Financing Arrangements

We have a Euro Medium Term Note program (“EMTN”) program in place. All debt securities and most private placements are quoted on the Luxembourg Stock Exchange. At December 31, 2006 and 2005, amounts with carrying values of $706 million and $854 million, respectively, of the program amount were issued under the EMTN program. There are no additional amounts available for borrowing under this program as of December 31, 2006.

Unrelated to the August 2006 permanent financing, a nominal amount of €333 million, €550 million and €267 million of the €1,150 million 1.75% convertible debenture loan due 2006 was repurchased and subsequently cancelled during 2006, 2005, and 2004, respectively. Additionally, in January 2005, we settled a nominal amount of €551 million ($721 million) of the €600 million 6.75% EMTN debenture loan due 2008 and paid cash of €625 million ($818 million).

During February 2007 we completed the sale of our VNU Business Media Europe (BME) unit for $414 million. We applied $328 million of the BME sale proceeds toward making a mandatory pre-payment on the €800 million senior secured term loan facility. By making this pre-payment, we are no longer required to pay the scheduled 0.25% quarterly installments for the remainder of the term of the €800 million senior secured term loan facility.

As a result of the Transactions and our existing financing arrangements, Nielsen is highly leveraged and the debt service requirements are significant. As of December 31, 2006, Nielsen had outstanding $7,973 million in aggregate indebtedness. Nielsen’s cash interest paid for the period May 24, 2006 through December 31, 2006 was $167 million.

Cash Flows 2006 versus 2005

We based the following cash flow discussion on the sum of amounts reported for the Predecessor period from January 1, 2006 to May 23, 2006 and for the Successor period from May 24, 2006 to December 31, 2006.

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This combination does not comply with U.S. GAAP or with the rules for pro forma presentation, but is presented in this manner because we believe it enables a meaningful comparison.

At December 31, 2006, cash and cash equivalents were $631 million, a decrease of $388 million from December 31, 2005. Our total indebtedness was $8.0 billion and we had $688 million available for borrowing under the revolving credit facility at December 31, 2006.

Operating activities. Net cash provided for the combined Successor period of May 24, 2006 to December 31, 2006 and Predecessor period of January 1, 2006 to May 23, 2006 was $511 million, compared to cash flows from operations of $510 million in the year ended December 31, 2005. These year-over-year amounts are comparable as the additional 2006 cash flow generated by the business segments was offset by payments made for transaction costs and other deal related expenditures.

Investing activities. Net cash used was $240 million for the combined Successor period of May 24, 2006 to December 31, 2006 and Predecessor period of January 1, 2006 to May 23, 2006, compared with $426 million in the year ended December 31, 2005. The decrease is primarily due to $111 million of higher proceeds from sale of subsidiary assets and a $78 million decrease in cash paid for acquisitions during 2006.

Financing activities. Net cash used was $728 million for the combined Successor period of May 24, 2006 to December 31, 2006 and Predecessor period of January 1, 2006 to May 23, 2006, as compared to $2,514 million for the year ended December 31, 2005. The decrease is mainly due to the 2005 debt redemption with proceeds from the sale of Directories in late 2004. The current year activity is comprised of various large offsetting items. Major cash outflows were $2,015 million to redeem outstanding debt and payments to Valcon of $5,862 and $132 million to redeem preference shares and pay related dividend redemption amounts. The total payments to Valcon of $5,994 million were used by Valcon in combination with additional sponsor contributions to settle the Valcon Bridge Loan. The primary cash inflows were $6,787 million of proceeds from issuance of debt related to the permanent financing put in place in August 2006, net of $137 million of capitalized debt issuance costs, and cash received of $520 million on settlement of various derivative financial instruments at the time the underlying obligations were settled.

Non-cash investing and financing activities. As a result of the Valcon Acquisition there were transaction-related financing activities at Valcon of $10,062 million, including $5,773 million of net borrowings for the Valcon Acquisition which includes $60 million of capitalized debt issuance costs paid by Valcon which were subsequently expensed upon settlement of the bridge financing and $4,289 million of equity contributions that have been reflected in our financial statements on a push down basis of accounting.

Cash Flows 2005 versus 2004

Operating Activities. At December 31, 2005, Nielsen had $1,019 million of cash and cash equivalents. The net cash inflow from operating activities in 2005 amounted to $510 million, a decrease of 14.9% from $599 million in 2004. The decrease is primarily due to the negative impact on cash flow of the 2004 divestiture of Directories (see Note 4 to the consolidated financial statements “Business Divestitures”) in 2004, compared to the lower 2005 interest payments and higher interest receipts from the Directories’ proceeds. Directories’ operations significantly contributed to our cash receipts.

Investing Activities. Cash flow from investing activities was significantly higher in 2004 than 2005 due to the $2,622 million received on the sale of Directories (see Note 4 to the consolidated financial statements “Business Divestitures”) and increased expenditures for acquisitions of $75 million in 2005. We also had an

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unfavorable variance of $142 million resulting from the 2004 proceeds on sale of foreign currency swaps, which in 2005 were recorded as financing activities upon documentation of the derivatives as effective hedges at January 1, 2005.

Financing Activities. Cash used in financing activities increased to $2,514 million in 2005 from $709 million in 2004. The increase was due to higher net repayments of long and short-term debt and decreased other short-term borrowings in 2005. The repayments of debt increased to $1,805 million in 2005 from $833 million in 2004, mainly reflecting higher debt redemptions using the cash received from the sale of Directories in late 2004.

Capital Expenditures

Investments in property, plant, equipment, software and other assets totaled $236 million, $238 million and $269 million in 2006, 2005 and 2004, respectively. MI and MMI’s capital expenditures accounted for over 90% of Nielsen’s capital expenditures in all three years.

Capital expenditures at MI were $111 million in 2006, $109 million in 2005 and $101 million in 2004. In 2006, 2005 and 2004, the largest investments were made in the data factory in Europe, the expansion of panels and the U.S. Factory.

Capital expenditures at MMI were $110 million in 2006, $118 million in 2005, and $145 million in 2004. The most significant expenditures in 2006, 2005, and 2004 were the rollout of the LPM, AP Meter, and, the expansion of the NPM in the U.S. Other significant expenditures were made in the Florida Global Technology and Information Center, amounting to $11 million in 2006, $5 million in 2005, and $31 million in 2004.

Covenant EBITDA

Nielsen’s senior secured credit facility contains a covenant that requires our wholly-owned subsidiary Nielsen Holding and Finance B.V. and its restricted subsidiaries to maintain a maximum ratio of consolidated total net debt, excluding $273 million of Nielsen net debt, to Covenant EBITDA of 10.0 to 1.0, calculated for the trailing four quarters (as determined under our senior secured credit facility), commencing with the fiscal quarter ending September 30, 2007. This covenant “steps down” over time to a maximum ratio of consolidated total net debt to Covenant EBITDA of 6.25 to 1.0 as of the first day of the fiscal quarter ending December 31, 2012. In addition, Nielsen’s senior secured credit facility contains a covenant that requires Nielsen Holding and Finance B.V. and its restricted subsidiaries to maintain a minimum ratio of Covenant EBITDA to consolidated interest expense of 1.25 to 1.0, calculated for the trailing four quarters (as determined under our senior secured credit facility), commencing with the fiscal quarter ending September 30, 2007. This covenant “steps up” over time to a minimum ratio of Covenant EBITDA to consolidated interest expense of 1.75 to 1.0 as of the last day of the fiscal quarter ending September 30, 2011. For test periods commencing between October 1, 2011 and September 30, 2012, the minimum ratio is 1.60 to 1.0 and after October 1, 2012 the minimum ratio is 1.50 to 1.0. Failure to comply with either of these covenants would result in an event of default under our senior secured credit facility unless waived by our senior credit lenders. An event of default under our senior credit facility can result in the acceleration of our indebtedness under the facility, which in turn would result in an event of default and possible acceleration of indebtedness under the agreements governing our debt securities as well. As our failure to comply with the covenants described above can cause us to go into default under the agreements governing our indebtedness, management believes that our senior secured credit facility and these covenants are material to us. As of December 31, 2006, had the covenants described above applied to us at that time, we would have been in compliance with them.

We also measure the ratio of Secured Net Debt to Covenant EBITDA because Nielsen’s senior secured credit facility contains a provision which will result in a decrease of the applicable interest rate by 0.25% when this ratio is less than 4.25 times.

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Covenant earnings before interest, taxes, depreciation and amortization (“Covenant EBITDA”) is a non-GAAP measure used to determine our compliance with certain covenants contained in our senior secured credit facilities. Covenant EBITDA is defined in our senior secured credit facility as net income (loss) from continuing operations, as adjusted for the items summarized in the table below. Covenant EBITDA is not a presentation made in accordance with GAAP, and our use of the term Covenant EBITDA varies from others in our industry due to the potential inconsistencies in the method of calculation and differences due to items subject to interpretation. Covenant EBITDA should not be considered as an alternative to net earnings (loss), operating income or any other performance measures derived in accordance with GAAP as measures of operating performance or cash flows as measures of liquidity. Covenant EBITDA has important limitations as an analytical tool and you should not consider it in isolation or as substitutes for analysis of our results as reported under GAAP. For example, Covenant EBITDA:

• excludes income tax payments;

• does not reflect any cash capital expenditure requirements;

• does not reflect changes in, or cash requirements for, our working capital needs;

• does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt;

• includes estimated cost savings and operating synergies;

• does not include one-time transition expenditures that we anticipate we will need to incur to realize cost savings;

• does not reflect management fees that are payable to the Sponsors;

• does not reflect the impact of earnings or charges resulting from matters that we and the lenders under our new senior secured credit facility may consider not to be indicative of our ongoing operations.

In particular, our definition of Covenant EBITDA allows us to add back certain non-cash and non-recurring charges that are deducted in determining net income. However, these are expenses that may recur, vary greatly and are difficult to predict. They can represent the effect of long-term strategies as opposed to short-term results. In addition, certain of these expenses can represent the reduction of cash that could be used for other corporate purposes.

Because of these limitations we rely primarily on our GAAP results. However, we believe that the inclusion of supplementary adjustments to EBITDA applied in presenting Covenant EBITDA is appropriate to provide additional information to investors to demonstrate compliance with our financing covenants effective September 30, 2007.

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The following is a reconciliation of our loss from continuing operations, for the twelve months ended December 31, 2006, (combined operations from January 1, 2006 to May 23, 2006 in the Predecessor period and May 24, 2006 to December 31, 2006, Successor period), to Covenant EBITDA as defined above per our senior secured credit facility:

	Unaudited Covenant EBITDA for the Year Ended December 31, 2006
	(in millions)
Loss from continuing operations	$	(293	)
Interest expense, net		401
Benefit for taxes		(66	)
Depreciation and amortization		383
EBITDA		425
Non-cash charges (1)		37
Unusual or non-recurring items (2)		308
Restructuring charges and business optimization costs (3)		93
Transaction costs (4)		95
Cost savings (5)		125
Sponsor monitoring fees (6)		6
Other (7)		(5	)
EBITDA of non-covenant parties (8)		13
Covenant EBITDA	$	1,097
Credit Statistics:
Total Debt (Excluding debt of unrestricted subsidiaries)	$	7,966
Net debt, including Nielsen net debt (9)		7,401
Total debt, excluding €209 ($277) million of Senior Discount note		7,689
Net debt, excluding $273 million of Nielsen net debt (10)		7,128
Net secured debt (11)		4,939
Ratio of secured net debt to Covenant EBITDA		4.5
Ratio of net debt (excluding Nielsen net debt) to Covenant EBITDA (12)		6.5
Consolidated Interest Expense, including Nielsen interest expense (13)		513
Ratio of Covenant EBITDA to Consolidated Interest Expense, including Nielsen interest expense		2.1

(1) Consists of non-cash items that are permitted adjustments in calculating covenant compliance under the senior secured credit facility, primarily stock-based compensation expense.

(2) Unusual or non-recurring items include (amounts in millions):

Deferred Revenue Purchase Price Adjustment (a)	$	90
Currency exchange rate differences on financial transactions and other gains (losses) (b)		74
Loss of Early Extinguishment of Debt		65
Compensation arrangements (c)		53
Duplicative running costs of European data factory (d)		16
U.S. GAAP/Consulting Fees Costs		9
Gain (Loss) on Derivative Instruments		4
Other Financial Gain (Loss)		(7	)
Other (e)		4
Total	$	308

(a) Purchase Price Adjustment to Deferred Revenue resulting from the purchase accounting for the Valcon Acquisition which reduces Successor revenue in 2006.

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(b) Represents foreign exchange gains or losses on revaluation of intercompany loans and external debt.

(c) Represents one-time payments incurred in connection with compensation arrangements for certain corporate executives.

(d) Represents the costs incurred in Europe as a result of the parallel running of duplicative data factory systems, which are expected to be eliminated during 2008.

(e) Includes other unusual or non recurring items that are required or permitted adjustments in calculating covenant compliance under the senior secured credit facility.

(3) Restructuring charges and business optimization costs include costs associated with Transformation Initiative, Corporate Headquarters, Marketing Information Europe, and Project Atlas, executive severance payments and certain costs incurred in our European operations.

(4) Represents expenses recorded in the year ended December 31, 2006 in connection with the Valcon Acquisition. Nielsen incurred $95 million of acquisition related expense during the period including a $45 million break up fee to IMS following the cancelled acquisition of IMS by Nielsen and amounts for advisory services.

(5) Represents the amount of run rate cost savings related to the Transformation Initiative projected by Nielsen in good faith to be realized as a result of specified actions, which is a permitted adjustment in calculating covenant compliance under the senior secured credit facility. See Note 9 to the consolidated financial statements for discussion of the Transformation Initiative.

The adjustments reflecting estimated cost savings constitute forward looking statements described within the Private Securities Litigation Reform Act of 1995, as amended. In addition, Covenant EBITDA does not take into account the approximately $175 million in additional implementation costs to be incurred in connection with achieving an annual run rate cost savings of $125 million.

We may not realize the anticipated cost savings related to Transformation Initiative pursuant to the anticipated timetable or at all. We also cannot assure you that we will not exceed one time restructuring costs associated with implementing the anticipated cost savings.

(6) Represents the Sponsor monitoring fee as of the acquisition date. The annual amount is $10 million.

(7) These adjustments include the EBITDA impact of significant businesses that were acquired in 2006, gain on sale of fixed assets, subsidiaries and affiliates, dividends received from affiliates; equity in net income of affiliates, and the exclusion of Covenant EBITDA attributable to unrestricted subsidiaries.

(8) Non-Covenant parties include The Nielsen Company B.V. and VNU Intermediate Holding B.V.

(9) Net debt, including Nielsen net debt, is not a defined term under GAAP. Net debt is calculated as total debt, less cash and cash equivalents at December 31, 2006, excluding $8 million of debt and $56 million of cash and cash equivalents held by the unrestricted subsidiaries Nielsen//NetRatings and Nielsen BuzzMetrics and excluding a contractual $10 million threshold.

(10) Net debt, as defined above, excluding $273 million of Nielsen net debt, is not a defined term under GAAP. The $273 million of Nielsen debt consists of the €209 million ($277 million) of Nielsen Senior Discount Notes minus $4 million of cash and cash equivalents. Nielsen and our unrestricted subsidiaries are not subject to the restrictive covenants contained in the senior secured credit facility, and Nielsen’s Senior Discount Notes are not considered obligations of any of Nielsen’s subsidiaries. Therefore, these notes will not be taken into account when calculating the ratios under the senior secured credit facility.

(11) The net secured debt is the consolidated total net debt that is secured by a lien on any assets or property of a loan party or a restricted subsidiary. This amount represents the amounts borrowed under our senior secured credit facilities.

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(12) For the reasons discussed in footnote (10) above, the ratio of net debt (excluding The Nielsen Company B.V.’s Senior Discount Notes) to Covenant EBITDA presented above does not include in net debt $273 million ($277 million debt, net of $4 million cash) of Nielsen indebtedness and $8 million of indebtedness at Nielsen BuzzMetrics.

(13) Consolidated interest expense is not a defined term under GAAP. Consolidated interest expense for any period is defined in our senior secured credit facility as the sum of (i) the cash interest expense of Nielsen Holding and Finance B.V and its subsidiaries with respect to all outstanding indebtedness, including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance and net costs under swap contracts, net of cash interest income, and (ii) any cash payments in respect of the accretion or accrual of discounted liabilities during such period related to borrowed money (with a maturity of more than one year) that were amortized or accrued in a previous period, excluding, in each case, however, among other things, the amortization of deferred financing costs and any other amounts of non-cash interest, the accretion or accrual of discounted liabilities during such period, commissions, discounts, yield and other fees and charges incurred in connection with certain permitted receivables financing and all non-recurring cash interest expense consisting of liquidated damages for failure to timely comply with registration rights obligations and financing fees. Consolidated interest expense, including Nielsen interest expense, is not a defined term under GAAP. Consolidated interest expense, including Nielsen interest expense, is calculated as total consolidated interest expense for the four consecutive fiscal quarter period ending on December 31, 2006, including $36 million of interest expense of Nielsen.

See “Description of Other Indebtedness” and “—Liquidity and Capital Resources” for further information on our indebtedness and covenants.

Transactions with Sponsors

In connection with the Valcon Acquisition and related debt financing, Nielsen’s parent paid the Sponsors $131 million in fees and expenses for financial and structural advice and analysis as well as assistance with due diligence investigations and debt financing negotiations. These costs were allocated as debt issuance costs or included in the overall purchase price of the Valcon Acquisition based on the specific nature of the services performed.

In connection with the Valcon Acquisition, two of Nielsen’s subsidiaries and the Sponsors entered into advisory agreements, which provide for an annual management fee, in connection with planning, strategy, oversight and support to management, payable quarterly and in advance to each Sponsor, on a pro rata basis, for the eight year duration of the agreement, as well as reimbursements for each Sponsor’s respective out-of-pocket expenses in connection with the management services provided under the agreement. Annual management fees are $10 million in the first year starting on May 22, 2006, the effective date of the Valcon Acquisition then increasing by 5% annually thereafter.

Upon the consummation of a change in control transaction or an initial public offering in excess of $200 million, each of the Sponsors will receive, in lieu of quarterly payments of the annual management fee, a fee equal to the net present value of the aggregate annual management fee that would have been payable to the Sponsors during the remainder of the term of the advisory agreements (assuming an eight year term from the date of the original fee agreement), calculated using the treasury rate having a final maturity date that is closest to the eighth anniversary of the date of the original fee agreement date.

The advisory agreements also provide that Nielsen will indemnify the Sponsors against all losses, claims, damages and liabilities arising in connection with the management services provided by the Sponsors under the fee agreement.

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For the Successor period from May 24, 2006 to December 31, 2006, Nielsen recorded $6 million in selling general and administrative expenses related to these management fees and an additional $1 million was accrued for Sponsor travel and consulting.

Short-term debt includes a $20 million loan payable to Valcon Acquisition Holding B.V., the direct parent of Valcon.

Commitments and Contingencies

Contractual Obligations. Our contractual obligations include capital lease obligations, facility leases, leases of certain computer and other equipment, agreements to purchase data and telecommunication services, the payment of principal on debt and pension fund obligations. At December 31, 2006, the minimum annual payment under these agreements and other contracts that had initial or remaining non-cancelable terms in excess of one year are as listed in the following table:

	Payments due by period (amounts in millions)
	TOTAL		2007		2008		2009		2010		2011		AFTER 2011
Capital lease obligations and other debt (a)	$	379	$	148	$	16	$	16	$	15	$	14	$	170
Operating leases (b)		647		122		100		88		76		67		194
Other contractual obligations (c)		353		151		88		55		43		13		3
Short term and long term debt		7,694		73		53		60		611		87		6,810
Interest (d)		4,200		488		467		464		459		463		1,859
Pension fund obligations (e)		29		29		—		—		—		—		—
Total	$	13,302	$	1,011	$	724	$	683	$	1,204	$	644	$	9,036

(a) Our capital lease obligations are described in Note 11 to the consolidated financial statements “Long-Term Debt and Other Financing Arrangements.”

(b) Our operating lease obligations are described in Note 16 to the consolidated financial statements “Commitments and Contingencies.”

(c) Other contractual obligations represent obligations under agreement, which are not unilaterally cancelable by us, are legally enforceable and specify fixed or minimum amounts or quantities of goods or services at fixed or minimum prices. We generally require purchase orders for vendor and third party spending. The amounts presented above represent the minimum future annual services covered by purchase obligations including data processing, building maintenance, equipment purchasing, photocopiers, land and mobile telephone service, computer software and hardware maintenance, and outsourcing.

(d) Interest payments consist of interest on both fixed-rate and variable-rate debt. Variable-rate debt consists primarily of the unhedged portion of the $4,175 million term loan facility (8.13% at December 31, 2006) and the Euro denominated portion of the term loan facility (€800 million ($958 million) at 6.08% at December 31, 2006). See Note 11 to the consolidated financial statements “Long-Term Debt and Other Financing Arrangements.”

(e) Our contribution to pension and other post-retirement defined benefits plans for the Successor period from May 24, 2006 to December 31, 2006 was $19 million; for the Predecessor period from January 1, 2006 to May 23, 2006 was $9 million; for 2005, $57 million; and $47 million in 2004. Future pension and other post-retirement benefits contributions are not determinable for time periods after 2007.

Guarantees and other contingent commitments. In addition to contractual obligations and commercial commitments given, we have entered into various guarantees or other specific agreements.

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At December 31, 2006, we were committed under the following guarantee arrangements:

Sub-lease guarantees

Nielsen provides sub-lease guarantees in accordance with certain agreements pursuant to which Nielsen guarantees all rental payments upon default of rental payment by the sub-lessee. To date, we have not been required to perform under such arrangements, we do not anticipate making any significant payments related to such guarantees and no amounts have been recorded.

Letters of credit

Letters of credit issued and outstanding amount to $3 million.

Indemnification agreements

In connection with the sale of Directories in 2004, Nielsen has an exposure under a tax indemnity guarantee with the acquirer, pursuant to which Nielsen has agreed to pay any tax obligations relating to periods prior to the sale. Nielsen has accrued $32 million at December 31, 2006.

Contingent consideration

Nielsen is obligated to provide additional consideration in a business combination to the seller if contractually specified conditions related to the acquired entity are achieved. At December 31, 2006, Nielsen had total maximum exposure for future estimated payments of $24 million, of which $4 million is based on continued employment and being expensed over the respective period. An amount of $1 million was recognized as selling, general and administrative expenses in the period from May 24, 2006 to December 31, 2006.

Nielsen has no material liabilities for other guarantees arising in the normal course of business at December 31, 2006.

Legal Matters

D&B Legacy Tax Matters. In November 1996, D&B, then known as the Dun & Bradstreet Corporation (“Old D&B”) separated into three public companies by spinning off the ACNielsen Corporation (“ACNielsen”) and Cognizant Corporation (“Cognizant”) (the “1996 Spin-Off”).

In June 1998, Old D&B changed its name to R.H. Donnelley Corporation (“Donnelley”) and spun-off the Dun & Bradstreet Corporation (“New D&B”) (the “D&B Spin”), and Cognizant changed its name to Nielsen Media Research, Inc. (“NMR”), now part of Nielsen, and spun-off IMS Health (the “Cognizant Spin”). In September 2000, New D&B changed its name to Moody’s Corporation (“Moody’s”) and spun-off a company now called The Dun & Bradstreet Corporation (“Current D&B”) (the “Moody’s spin”). In November 1999, Nielsen acquired NMR and in 2001 Nielsen acquired ACNielsen.

Pursuant to the agreements affecting the 1996 Spin-Off, among other things, certain liabilities, including certain contingent liabilities and tax liabilities arising out of certain prior business transactions (the “D&B Legacy Tax Matters”), were allocated among Old D&B, ACNielsen and Cognizant. The agreements provide that any disputes regarding these matters are subject to resolution by arbitration.

As a result of the Cognizant Spin, IMS Health and NMR agreed they would share equally Cognizant’s share of liability rising out of the D&B Legacy Tax Matters.

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In connection with the acquisition of NMR, Nielsen recorded in 1999, a liability for NMR’s aggregate liability for payments related to the D&B Legacy Tax Matters. Currently, the parties are in arbitration over one tax related dispute. Nielsen believes it has adequately provided for any remaining liability related to these matters.

Effective February 16, 2006, Nielsen entered into a settlement agreement of the 1996 antitrust litigation brought by IRI. The settlement resulted in a complete dismissal of all claims against Nielsen. Under the settlement agreement, Nielsen agreed to a payment of $55 million which, after tax, resulted in a $35 million charge to 2005 earnings, since this settlement provided evidence of conditions that existed at the 2005 balance sheet date.

erinMedia. erinMedia, llc (“erinMedia”) filed a lawsuit in federal district court in Tampa, Florida on June 16, 2005. The suit alleges that Nielsen Media Research Inc., a wholly owned subsidiary of Nielsen, violated Federal and Florida state antitrust laws by attempting to maintain a monopoly in the market for producing national television audience measurement data. The complaint does not specify the amount of damages sought, but does request that the court terminate NMR’s contracts with the four major national broadcast television networks. On November 17, 2005, the court granted NMR’s motion to dismiss in part, and dismissed erinMedia’s affiliated company, ReacTV, and its claims. The case is now in discovery on the remaining claims by erinMedia.

On January 11, 2006, erinMedia filed a related action against NMR alleging violations of federal and state false advertising and unfair competition law. By order dated January 24, 2007, the court dismissed this action, without prejudice, upon stipulation of the parties. Although it is too early to predict the outcome of the original case, Nielsen believes the action is without merit.

Except as described above, there are no other pending actions, suits or proceedings against or affecting Nielsen which, if determined adversely to Nielsen, would in its view, individually or in the aggregate, have a material effect on Nielsen’s business, consolidated financial position, results of operations and prospects.

Off-Balance Sheet Arrangements

Except as disclosed above, we have no off-balance sheet arrangements that currently have or are reasonably likely to have a material effect on our consolidated financial condition, changes in financial condition, results of operations, liquidity, capital expenditure or capital resources.

Summary of Recent Accounting Pronouncements

In February 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments”. This statement amends SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” and SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities”. SFAS No. 155 permits fair value remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation, and clarifies which interest-only strips and principal-only strips are not subject to the requirements of SFAS No. 133. This statement is effective for all financial instruments acquired or issued after the beginning of an entity’s first fiscal year that begins after September 15, 2006. Nielsen is evaluating the potential impact of SFAS No. 155 on its financial results.

In June 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109 “Accounting for Income Taxes”. FIN No. 48 clarifies the accounting for uncertainty in income taxes recognized in financial statements and prescribes a recognition threshold and measurement process for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN No. 48 will be adopted by Nielsen on January 1, 2007. Nielsen

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is currently evaluating the impact of adopting FIN No. 48 and its impact on its financial position and results of operations.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. This statement applies under other accounting pronouncements that require or permit fair value measurements. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Liabilities, including an amendment of FASB Statement No. 115”, which permits companies to choose to measure certain items at fair value and to report unrealized gains and losses on items for which the fair value option is elected in earnings. This statement is effective for fiscal years beginning after November 15, 2007. Nielsen is currently evaluating the impact of adopting SFAS No. 157 and SFAS No. 159 on its financial statements.

In December 2006, the FASB issued FASB Staff Position (“FSP”) No. EITF 00-19-2, “Accounting for Registration Payment Arrangements” (“FSP 00-19-2”). Registration payment arrangements, as defined in the FSP, will include most registration rights agreements in security issuances and certain “contingent interest” features in debt instruments. The FSP specifies that the contingent obligation to make future payments or otherwise transfer consideration under a registration payment arrangement, whether issued as a separate agreement or included as a provision of a financial instrument or other agreement, should be separately recognized and measured in accordance with SFAS No. 5, “Accounting for Contingencies.” The FSP further clarifies that a financial instrument subject to a registration payment arrangement should be accounted for in accordance with other applicable GAAP without regard to the contingent obligation to transfer consideration pursuant to the registration payment arrangement. The adoption of this FSP will not have a material impact on Nielsen’s consolidated financial position, results of operations or cash flows as it is generally consistent with Nielsen’s current policy.

Quantitative and Qualitative Disclosures about Market Risk

Market risk is the potential loss arising from adverse changes in market rates and market prices, such as interest rates, foreign currency exchange rates and changes in the market value of equity instruments. We are exposed to market risk, primarily related to foreign exchange and interest rates. We actively monitor these exposures. To manage the volatility relating to these exposures, historically, we entered into a variety of derivative financial instruments, mainly interest rate swaps, cross-currency swaps and forward rate agreements. Our objective is to reduce, where it is deemed appropriate to do so, fluctuations in earnings, cash flows and the value of their net investments in subsidiaries resulting from changes in interest rates and foreign currency rates. In principle, we only employ basic contracts, that is, without options, embedded or otherwise. It is our policy not to trade in financial instruments.

Foreign Currency Exchange Risk

We operate globally, deriving approximately 59% of revenues for the Successor period from May 24, 2006 to December 31, 2006 and 61% for the Predecessor period from January 1, 2006 to May 23, 2006 in U.S. dollars. We generate revenue and expenses in local currencies. Because of fluctuations (including possible devaluations) in currency exchange rates or the imposition of limitations on conversion of foreign currencies into our reporting currency, we are subject to currency translation exposure on the profits of our operations, in addition to transaction exposure.

Foreign currency translation risk is the risk that exchange rate gains or losses arise from translating foreign entities’ statements of earnings and balance sheets from functional currency to our reporting currency (the U.S. Dollar) for consolidation purposes. Translation risk exposure is managed by creating “natural hedges” in our

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financing or by using derivative financial instruments aimed at offsetting certain exposures in the statement of earnings or the balance sheet. We do not use derivative financial instruments for trading or speculative purposes.

The table below details the percentage of revenues and expenses by currency for the Successor period from May 24, 2006 to December 31, 2006 and the Predecessor period from January 1, 2006 to May 23, 2006:

Successor period from May 24, 2006 to December 31, 2006

	U.S. Dollars		Euro		Other currencies
Revenues	59	%	12	%	29	%
Operating costs	58	%	14	%	28	%

Predecessor period from January 1, 2006 to May 23, 2006

	U.S. Dollars		Euro		Other currencies
Revenues	61	%	12	%	27	%
Operating costs	53	%	20	%	27	%

Based on the combined Successor and Predecessor periods, a one cent change in the U.S. Dollar/Euro exchange rate will impact revenues by approximately $5 million, with an immaterial impact on operating income.

Interest Rate Risk

At December 31, 2006, we had $5,353 million nominal amount of debt under our new senior secured credit facilities which are based on a floating rate index and our EMTN floating rate notes. One percent point increase in these floating rates would increase annual interest expense by approximately $54 million. Given our increased exposure to volatility in floating rates after the Valcon Acquisition and the subsequent refinancing, we evaluated hedging opportunities and entered into hedging transactions in November, 2006. After giving effect to these interest rate swap agreements, a one percentage point increase in interest rates would increase annual interest expense by $22 million.

Equity Price Risk

We are not exposed to material equity risk which is limited to outstanding share-based liability awards exercisable into shares of our consolidated subsidiary.

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BUSINESS

Our Company

We are a leading global information and media company providing essential marketing and media measurement information, analytics and industry expertise to customers across the world. Our Nielsen brands, including ACNielsen, Nielsen Media Research, Nielsen Entertainment, and Nielsen//NetRatings, are recognized worldwide as leaders in marketing information and analysis, television ratings, entertainment measurement and Internet advertising measurement, respectively. In addition, our trade shows, online media assets and publications occupy leading positions in a number of their targeted end markets. Through our broad portfolio of products and services, we track sales of consumer products each year, report on television viewing habits in countries representing more than 60% of the world’s population, measure Internet audiences in 18 countries, produce more than 100 trade shows worldwide, operate approximately 100 websites and publish more than 100 print publications and online newsletters. For the twelve months ended December 31, 2006, we generated pro forma revenue of $4,174 million and Covenant EBITDA of $1,097 million.

We have traditionally operated in three segments: Marketing Information ("MI"), Media Measurement & Information (“MMI”) and Nielsen Business Media (“NBM”). On December 18, 2006, we announced a corporate strategy and related restructuring to integrate our various service offerings historically conducted in separate businesses into a single organization focused on four major areas: sales, product development and product management, global business services combining all of our information technology systems, facilities and operations and corporate functions including finance, human resources, legal and communications. As part of this plan, the traditional business unit structure of many of our services will be eliminated. The restructuring calls for the combination of product innovation, research and development and marketing into a single organization to identify new product opportunities and accelerate their development and commercialization. We will also transition to a unified global client service organization to simplify client interactions and more easily access internal expertise to offer integrated solutions. In addition, we intend to centralize operational and IT functions into a new global business services organization. We expect to continue to report on our business in the traditional segments which we have used, namely Media Measurement and Information, Marketing Information and Nielsen Business Media. As part of our transformation to this new operating model, we announced the formation of a new business unit, NielsenConnect. This new unit will draw on media and marketing data and resources across Nielsen (including purchase information, store data, modeling assets, geo-demographic data, television data, outdoor advertising ratings and movie, book, video and radio data) and report on and analyze consumer patterns and usage.

Our MI segment provides critical consumer behavior information and analysis primarily to businesses in the consumer packaged goods industry. ACNielsen, our leading brand within MI, is a global leader in retail measurement services and consumer household panel data. MI’s extensive database of retail and consumer information, combined with advanced analytical capabilities, yields valuable strategic insights and information that influence our customers’ critical business decisions such as enhancing brand management strategies, developing and launching new products, identifying new marketing opportunities and improving marketing return on investment. Our MMI segment provides measurement information of multiple media platforms, including broadcast and cable television, motion pictures, music, print, the Internet and outdoor advertising. Our leading brand within MMI, Nielsen Media Research, is the industry leader in U.S. television audience measurement, and our measurement data is widely accepted as the "currency" in determining the value of television advertising. Our NBM segment is a leading market-focused provider of integrated information and sales and marketing solutions. Through a multi-channel approach consisting of trade shows, online media assets and publications, NBM offers attendees, exhibitors, readers and advertisers the insights and connections that assist them in gaining a competitive edge in their respective markets.

Our business generates a stable and predictable revenue stream and is characterized by long-term customer relationships, multi-year contracts and high contract renewal rates related to marketing and media measurement services. Advertising across our segments represented only 4% of our total pro forma revenue in 2006. We serve

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a global customer base across multiple end markets including consumer packaged goods, retail, broadcast and cable television, music and online media. The average length of relationship with our top ten customers including The Procter & Gamble Company, the Unilever Group, Nestlé S.A. and The Coca-Cola Company is 30 years.

Our revenue is highly diversified by business segment, geography and customer. In 2006, 57% of our pro forma revenues were generated from our MI segment, 32% from our MMI segment and the remaining 11% from our NBM segment. We conduct our business activities in more than 100 countries, with 58% of our pro forma revenues generated in the U.S., 9% in North and South America excluding the U.S., 24% in Europe, the Middle East and Africa, and the remaining 9% in Asia Pacific. No single customer accounted for more than 5% of our total pro forma revenue in 2006.

Our Strengths

Global Leadership Positions. We hold industry-leading positions in marketing information services, media measurement services, trade shows and business publications. We have achieved leading positions and strong brands within each of our business segments, primarily as a result of our ability to offer customers comprehensive and integrated marketing communications products and services that are essential for our customers to successfully operate their businesses. ACNielsen has the leading market share in consumer packaged goods retail measurement in many of its markets with approximately 50% market share in the U.S., approximately 60% in Western Europe and approximately 70% across Brazil, Russia, India and China, and has the ability to provide comparable information services to customers throughout more than 100 countries. As demand for market analysis from a single global source continues to grow, ACNielsen is well positioned to benefit. In MMI, our Nielsen brands related to audience measurement have leading market positions across multiple media platforms and geographies. For example, Nielsen Media Research’s measurement information is trusted as the “currency” in determining the value of U.S. television advertising. Our NBM segment is one of the largest global providers of business-to-business information and, through its trade shows, online media assets and publications, provides customers with leading coverage of its industry verticals. We believe our size, scale and leading market positions will continue to contribute to our consistent growth and strong operating margins.

Extensive Portfolio of Successful Well-Recognized Brands. We believe the Nielsen family of brands is one of the most widely recognized marketing information and media measurement research providers in the world. For over 80 years, ACNielsen has provided trusted service to the world’s top consumer packaged goods and merchandising customers. ACNielsen ScanTrack, ACNielsen Homescan and BASES are leading brands in point-of-sale retail measurement, consumer household purchase panels and new product concept testing, respectively. For over 50 years, Nielsen Media Research has been recognized as a trusted source of television audience measurement by virtually all of the leading broadcast and cable networks, syndicators and national advertisers in the U.S. Nielsen EDI, Nielsen SoundScan and Nielsen//NetRatings are leading brands providing box office results, music sales and Internet audience measurement, respectively. In NBM, we publish some of the most recognizable business-to-business magazine titles across various segments including Billboard and The Hollywood Reporter. We believe that our successful, well-recognized brands along with the quality of service we provide will continue to enable us to attract new business and retain existing business resulting in both revenue and cash flow growth.

Strong Customer Relationships and High Revenue Visibility. Our long-standing customer relationships and multi-year contracts contribute to a stable and predictable revenue stream. We have cultivated strong long-standing customer relationships with many of the world’s leading consumer packaged goods, media and entertainment companies. In MI, our customers include the largest consumer packaged goods and merchandising companies in the world. The average length of our relationships with MI’s top ten customers in 2006 was 30 years. In many cases, our sales and service staff are located on-site at our customers’ offices and customize the analysis related to specific client issues and needs. Given our essential products and strong customer service, our business in MI is characterized by multi-year agreements, with more than 50% of each year’s revenues under agreement by the beginning of the fiscal year. Within MMI, our customer base includes leading media companies to whom we have been providing audience measurement information for over 50 years. Our MMI customers

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typically enter into multi-year contracts and have high renewal rates (over 95% in Nielsen Media Research). The average length of our relationships with MMI’s top ten customers in 2006 was 32 years. We expect our strong customer relationships to contribute to our ongoing success and growth.

Diversified Global Business Mix. Our MI, MMI and NBM segments contributed 57%, 32% and 11% of our revenue in 2006, respectively. Our broad portfolio of product offerings, large customer base, multiple end markets and wide geographic presence provide us with a diverse revenue stream, with advertising across our segments representing only 4% of our total pro forma revenue in 2006. We believe our global presence will continue to expand as we grow our business in rapidly developing markets and our business mix will continue to broaden as we invest in new products and services.

Highly Resilient Business Model with Consistent Cash Flow Generation. Our customers’ continuous need for information related to key marketing and business development decisions as well as for media measurement has historically provided us with strong constant currency revenue growth, high revenue visibility and consistent cash flow generation. In 2005 and, on a pro forma basis, 2006, we achieved constant currency revenue growth of 4.7% and 5.2%, respectively (excluding the $90 million deferred revenue adjustment in 2006). For purposes of calculating revenue growth on a constant currency basis, we have removed the exchange rate impact of 1.7% and (0.1)% respectively, for revenue growth in 2005 and 2006. Both MI and MMI have multi-year customer agreements and high contract renewal rates. In addition, NBM benefits from advance payments related to bookings for trade shows. We have a disciplined approach to capital expenditures based on new product growth and return on invested capital analysis. We believe that the largely resilient nature of our revenue base along with our disciplined approach to spending will enable us to convert a significant portion of our revenue to cash available for debt service.

Attractive Industry Outlook. We operate in two distinct industries: (i) the global marketing and media research industry (representing our MI and MMI segments), and (ii) the business information industry (representing our NBM segment. Consumer packaged goods companies use our MI segment’s marketing information to monitor brand performance and stay competitive. Growth in our MI segment is expected to be driven by continued globalization and geographic expansion of consumer packaged goods companies, increased demand for higher value-added information and related services, as well as the need to improve brand performance, develop and launch new products and increase marketing return on investment. Growth of our MMI business is related in part to television and other media advertising spending. The 2006 VSS Industry Forecast projects U.S. television advertising growth of 6.8% compound annual growth rate (“CAGR”) from 2006 to 2010. In addition, according to the 2006 VSS Industry Forecast, film entertainment and Internet advertising are expected to grow at CAGRs of 3.8% and 20.2%, respectively, from 2006 through 2010. We also participate in the global business information sector through our NBM segment by offering trade shows, online media assets and print publications. According to the 2006 VSS Industry Forecast, the size of the U.S. market for business-to-business magazines, e-media and trade shows is estimated to grow at a CAGR of approximately 6.2% from 2006 through 2010. We believe that continued strength in these industries will enhance our growth potential.

Experienced Management Team. We have a strong and committed management team that has substantial relevant industry knowledge and a proven track record of operations success. We believe that our management team positions us well to successfully implement our growth strategy and cost reduction initiatives.

Our Strategy

Our goals are to continue to increase the value we deliver to our customers, streamline our operations and grow our business. Our strategy involves a company restructuring to phase out over time our Marketing Information and Media Measurement and Information group structures and integrate Nielsen with consolidated global business services and functions. We intend to execute our goals through the following business strategies:

NielsenConnect. The formation of NielsenConnect in November 2006 recognizes the need for various parts of Nielsen to work more closely together and connect and optimize its data and analytical resources across the

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markets it serves. This newly-formed unit will provide integrated solutions to the issues faced by our media, marketing and other clients by combining valuable assets throughout Nielsen and creating new products and services.

Capitalize on Core Brands. On January 18, 2007, we announced a change of our name to The Nielsen Company to emphasize our best-known brand name and our commitment to create an integrated, streamlined global organization. We will continue to maintain our focus on our leading brands to drive growth in each of our businesses. Our Nielsen family of brands has positioned us well in the market for retail measurement and audience measurement services. We expect to build on these brands by continuing to improve the quality of our products and enhance our services. We will continue to improve the measurement of media audiences through increased granularity of our demographic market data, and of retail information through increased store coverage and worldwide expansion of ACNielsen Homescan, our consumer household panel. In addition, we expect to leverage our brand recognition to grow our revenues in areas such as value-added services, analytics and new measurement opportunities through Nielsen Advisory Services, Nielsen//NetRatings, Nielsen BuzzMetrics and Nielsen Outdoor, among others. We believe that building on our leading brands will drive continued demand for our existing and new products, leading to strong revenue generation.

Continue to Lead Innovation of Measurement Services. We continue to develop new solutions and technologies to improve the measurement of consumer trends and measure audiences across the latest media platforms. In the global market for consumer packaged goods, we have a partnership with Yahoo! to determine the impact of online advertising on offline purchasing behavior, and we have launched our immediate consumables panels where panelists scan purchases of single serve items using a key chain scanner. In media and entertainment, Nielsen Media Research continues to deploy advanced metering technology (such as People Meters and Active/Passive Meters) and expand its measurement of television viewing habits through initiatives capturing digital video recording and video on demand. In addition, we continue to invest in high growth products and services such as integrated television and Internet measurement, and the measurement of media consumption on personal electronic devices, such as downloads for iPods. For example, we recently announced our Anytime Anywhere Media Measurement, (“A2/M2”) initiative to deliver integrated ratings for all forms of video viewing, regardless of the consumption medium. These initiatives along with our expanded consumer analysis capabilities have created significant revenue opportunities and broadened our product offerings. We will continue to focus on developing innovative solutions to provide our clients with increasingly relevant and precise measurement information.

Continue to Expand Globally. We intend to extend our already strong global reach and increase our global leadership. Global reach is increasingly important given our customers’ growth into new markets, and we are well positioned to increase our global presence in each of our operating segments. Our substantial presence in rapidly developing markets such as Brazil, Russia, India and China illustrates our success with this strategy. In 2006, our AGB Nielsen Media Research television audience measurement (“TAM”) joint venture, covering 28 countries, continued its expansion in China, where People Meters are being introduced in 14 provinces, including all major metropolitan areas. MMI also has other TAM joint ventures and investments covering an additional 15 countries including in Latin America with IBOPE, and separate ventures in Finland and India.

Optimize our Portfolio of Product Offerings. We will continue to evaluate our products and services to determine the optimal offering given current and forecasted customer demand. We will look to develop businesses that best serve our customers while maintaining a focus on profitability, thereby maximizing our return on invested capital. We will also consider select acquisitions of complementary businesses that would enhance our product portfolio. In addition, we will consider opportunistically divesting operations that we believe to be non-core to our operations. As marketing activities continue to shift from mass to targeted audiences, we believe the optimization of our product portfolio will offer more focused solutions to our clients.

Pursue Transformation Savings and Continue to Reduce Costs. While we have successfully implemented certain initiatives such as the consolidation of certain data processing facilities and off-shoring, we had never

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undergone a comprehensive company-wide cost savings and integration plan. In November 2005 and in December 2006, we announced our intention to expand current cost-saving programs to all areas of our operations worldwide. The Company further announced strategic changes as part of a major corporate transformation initiative (previously referred to as Project Forward). This transformation initiative is designed to make the Company a more successful and efficient enterprise. As such, the Company is in the process of reducing costs by streamlining corporate functions, centralizing certain operational and information technology functions as well as purchasing, real estate consolidation and expanding the outsourcing or offshoring of certain other operational and production processes. These initiatives are expected to be implemented by the end of 2008 and will lead to a reduction in workforce of approximately 4,000 positions. We estimate that our cost savings initiatives will result in a targeted run-rate savings of approximately $125 million. We estimate that we will incur approximately $175 million in restructuring costs and capital expenditures over the corresponding time period in connection with these savings. In addition, we intend to continue to pursue opportunities to improve our cost structure beyond the scope of our transformation savings initiatives.

Our Business Segments

Marketing Information

Our Marketing Information segment provides essential market research and analysis primarily to businesses in the consumer packaged goods industry. Our MI segment provides an array of services including retail measurement services (ACNielsen ScanTrack), household consumer panels (ACNielsen Homescan), new product testing (BASES), consumer segmentation and targeting (Spectra) and marketing optimization (ACNielsen Analytical Consulting). We believe these products and services give our customers a competitive advantage in making informed decisions in today’s fast-moving and complex marketplace. Our MI segment operates in more than 100 countries. Within MI, ACNielsen is a global leader in consumer packaged goods retail measurement services, with approximately 50% market share in the U.S., over 60% in Western Europe and approximately 70% across Brazil, Russia, India and China. We believe one of our primary strengths is our global presence, which is increasingly important in today’s environment as our largest customers operate globally and continue to expand and invest in developing markets.

MI’s customer base is comprised of the world’s leading consumer packaged goods companies including the Colgate-Palmolive Company, Nestlé S.A., The Procter & Gamble Company and the Unilever Group as well as leading retail chains such as Carrefour, Kroger, Safeway, Tesco and Walgreens. With a broad global customer base and long-standing customer relationships, MI’s revenues are stable, predictable and highly diversified. In 2006, the average length of our relationships with MI’s top ten customers was 30 years. These long-term relationships are strengthened by our ability to integrate products and services into customers’ workflow and provide a wide range of comparable and consistent data and analyses. This comparability of information over time enhances our customers ability to use our information in their decision-making and management processes. In addition, our customer service professionals are often located on-site at our customers’ offices, where they assist in analyzing information by providing industry context for better decision-making and in developing strategic and tactical recommendations. MI’s strength of customer relationships is exemplified by average customer renewal rates in excess of 90% in the U.S. and Europe from 2003 to 2006, which results in high revenue visibility. At the beginning of each fiscal year, more than 50% of the segment’s revenue base for the upcoming year is typically committed under existing agreements. For the fiscal year ended December 31, 2006, MI generated approximately 57% of our pro forma revenue.

Our MI segment is comprised of two divisions, ACNielsen and Nielsen Advisory Services. These divisions provide the following services on a global basis: Retail Measurement Services, Consumer Panel Services, Customized Research Services and various other advisory services including new product launch services and consumer targeting and segmentation. While each of these products and services provides significant value on a stand alone basis, they can be combined to provide clients with more enhanced and in-depth analyses.

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Retail Measurement Services (“RMS”)

RMS provides customers with information and analytics across 98 countries on competitive sales volumes, market shares, distribution, pricing, merchandising and promotional activities. By combining this detailed information with our in-house expertise and professional assistance we enable our customers to improve their key marketing decisions. We offer these services under our ACNielsen ScanTrack and ACNielsen Market Audit brands.

RMS collects retail sales information from stores using electronic point-of-sale technology and teams of local field auditors. These stores include grocery, drug and discount retailers who, through various cooperation arrangements, share their sales data with us. The method of collection depends upon the sophistication of the retailers’ systems. RMS downloads electronic retail sales information collected by stores through checkout scanners to our servers on a regular basis. Where electronic retail sales information is unavailable, such as in certain developing markets, we collect retail sales information through in-store inventory and price checks conducted by field auditors. Across all of our markets, field auditors collect data regarding product placement in stores, including the facing and positioning on store shelves as well as other information.

RMS quality control systems validate, confirm and correct the collected data. It is then processed into databases and reports by product, brand and category. Customers access RMS databases using proprietary software such as NITRO and WorkstationPlus which allow them to query the databases, conduct customized analysis and generate customized reports and alerts. For example, clients can view and analyze information by specific product categories, geography or retail channel. Information can be accessed through ACNielsen i-Sights which can provide a suite of reports linked to the key business issues of the user. Information can also be accessed online through an extranet web portal, ACNielsen Answers.

Consumer Panel Services (“CPS”)

CPS provides clients with consumer purchasing information, including demographics, based upon individual household consumption. Clients use this information to more precisely target and better segment their consumers. In addition, we are able to use CPS information to augment our retail measurement information in circumstances where we do not collect retail data from certain retailers. CPS primarily offers its services through our ACNielsen Homescan and ACNielsen Homepanel brands.

CPS collects data from household panelists who use in-home scanners to record purchases from each shopping trip. In the U.S., over 100,000 selected households, constituting a demographically balanced sample of U.S. households, participate in the household panel. Data received from CPS household panels undergoes a quality control process, including UPC verification and validation before it is processed into databases and reports. CPS clients may access these databases and perform analysis using our Panelfact proprietary software. In addition, CPS provides clients with templated alerts, dashboards and reports which can be accessed over the Internet or through a desktop application.

Customized Research Services (“CRS”)

CRS provides clients with a suite of customized research services as well as consumer and industry studies. CRS clients are able to use these services and studies to derive information and insights into consumer attitudes and purchasing behavior, to evaluate and understand why marketing campaigns succeed or fail, and to address issues such as promotions, pricing, consumer targeting and marketing mix. CRS is offered through brands such as Winning Brands and ShopperTrends.

CRS collects information through surveys, personal interviews, focus groups, online evaluations, from panels maintained by CRS and third party panel providers. Once information is collected, it is subject to CRS quality control standards and is then processed into databases and reports. CRS provides customized research services and consumer and industry studies to clients through presentations and reports.

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New Product Launch Services (BASES)

BASES provides sales forecasts for new products and product restages across a number of industries, particularly in the consumer packaged goods field. Clients use this information to evaluate the sales potential of new products, identify potential customers, forecast sales volume and refine concept design and communication.

BASES maintains panels in several countries and uses third party panel providers to survey consumers. Panelists are exposed to new product ideas and prototypes in order to gauge their interest. BASES quality control systems organize and validate the information it collects. Using this information BASES delivers marketing recommendations and additional diagnostics to help customers refine the product, price and/or their marketing plan.

Consumer Targeting and Segmentation (Spectra)

Spectra provides customers in the consumer packaged goods industry with consumer targeting and segmentation analytics, integrating information about households, geographies and retail shopping locations. Customers use Spectra services, including its proprietary consumer segmentation grid (the Spectra Grid), for category management and media and marketing planning. Spectra uses multiple database sources, including those from ACNielsen, Scarborough and third parties, to develop the Spectra Grid. The Spectra Grid is typically accessed through an extranet web portal, InfiNet.

Analytical Consulting Services (ACNielsen Analytic Consulting or “AAC”)

AAC provides software tools and analysis to help clients make decisions with respect to marketing, marketing investment and pricing and promotion. AAC’s proprietary Decisionsmart software tool enables clients to develop trade planning and promotion schedules and forecasts, interpret outputs of applications and provide recommendations to better drive trade planning and promotions. In addition, AAC consultants with industry expertise assist clients with their marketing decisions.

Site Selection and Consumer Targeting (Claritas)

Claritas provides recommendations on site selection for new retail stores and information for consumer targeting for direct mail campaigns, in each case primarily outside of the consumer packaged goods industry. Clients use Claritas to determine certain characteristics of their potential and existing customers such as where they live and shop, what they buy and how to best reach them. This information contributes to customers’ strategies regarding direct mailing activities at household and individual levels, as well as mass-marketing activities.

Media Measurement & Information

Our Media Measurement & Information segment is a leading provider of media and entertainment measurement information. The segment measures audiences for U.S. television (Nielsen Media Research), international television (50% ownership of AGB Nielsen Media Research), motion pictures (Nielsen EDI), the Internet (approximately 60% ownership of Nielsen//NetRatings (NASDAQ: NTRT) and approximately 58% ownership of Nielsen BuzzMetrics), outdoor (Nielsen Outdoor) and other media, and tracks sales of music (Nielsen SoundScan) and provides competitive advertising information (Nielsen Monitor-Plus). Using our critical measurement information, media owners, advertising agencies, advertisers and retailers plan and optimize their marketing strategies. MMI is particularly strong in the U.S. television audience measurement market where our Nielsen ratings are widely accepted as the "currency" for both buyers and sellers of U.S. television advertising, an industry that had over $64 billion of annual expenditures in 2006 according to the PricewaterhouseCoopers Global Entertainment & Media Outlook. Nielsen Media Research measures television usage both nationally and across all the 210 local television markets in the U.S. Our leading market position in measuring the U.S. television audience has been achieved as a result of continued investment and over 50 years of experience providing customers with accurate measurement.

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MMI has a diversified customer base, consisting of over 25,000 individual customers including leading broadcast and cable companies such as CBS, Comcast, Disney/ABC, NBC/Universal, News Corp., Time Warner and Univision; leading advertising agencies such as IPG, Omnicom and WPP; leading film studios such as 20th Century Fox, Disney, Paramount and Warner Bros.; and other leading media companies. MMI’s business model allows for both high revenue visibility and consistent, predictable growth as a result of multi-year contracts and high contract renewal rates (over 95% in Nielsen Media Research). The average length of MMI’s relationships with its top ten customers in 2006 was 32 years. Our customers value the high quality service offerings and technology, which we maintain and improve through continuous innovation and protect via over 100 existing and pending patents in the U.S. alone. For the fiscal year ended December 31, 2006, MMI generated approximately 32% of our pro forma revenue.

Our MMI segment is comprised of three divisions, Media, Internet Measurement and Entertainment. These divisions provide many different services including television audience measurement, Internet usage measurement and movie box office measurement.

Media

Nielsen Media Research and AGB Nielsen Media Research collectively measure the size and demographic composition of television audiences in 42 countries worldwide. Advertisers use this information to plan television advertising campaigns, evaluate the effectiveness of their commercial messages and negotiate advertising rates. Television broadcasters and cable networks use this information as a tool to establish the value of their airtime and more effectively schedule and promote their programming.

Nielsen Media Research in the U.S. and AGB Nielsen Media Research in countries outside the U.S. collect audience data from demographically balanced samples of randomly selected households. In the U.S., Nielsen Media Research provides three principal ratings services: Measurement of national television audiences (“National Ratings Services”), measurement of local television audiences in each of the 210 designated television markets (“Local Ratings Services”), and measurement of national and local television audiences among Hispanic households (“Hispanic Ratings Services”).

Both Nielsen Media Research and AGB Nielsen Media Research use various methods to collect the data from households including electronic meters and written diaries. Our electronic meters include our standard Set Meter, and Active/Passive Meters. A Set Meter is connected to a television and captures household-level viewing data by monitoring the channel to which the television is tuned. A People Meter is an attachment to a Set Meter which adds functionality to the Set Meter by not only collecting television set tuning data (which channel the set is tuned to) but also the demographics of the audience (who in the household is watching). In 2005, we introduced into our U.S. samples electronic meters based on our next-generation Active/Passive metering technology, which is designed to measure television tuning in a digital environment and has enabled us to reflect time-shifted viewing on digital video recorders in our ratings.

Our National Ratings Services is based on a sample of approximately 12,800 households using People Meters. Approximately 50% of such households are measured using Active/Passive Meters. Our Local Ratings Services use People Meters in the top ten local television markets, a combination of Set Meters and written diaries in the next 46 local television markets, and only written diaries in the remaining 154 local television markets. Three markets will be converted from a combination of Set Meters and written diaries to People Meters in the fourth quarter of 2007. The local television markets in the U.S. where Nielsen uses electronic meters represent approximately 70% of the television households in the U.S.

Information is downloaded from the electronic meters to our servers where it is subject to quality control including digital coding. We then process the information into databases and reports which is then distributed overnight to customers. In addition, our customers can license Nielsen Media Research software which enables them to access, manipulate and customize varying levels of information directly from the Nielsen Media Research database.

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In response to the transformation of the television industry into a multi-platform business, in June of 2006, Nielsen Media Research announced the launching of its Anytime Anywhere Media Measurement research and testing program, known as “A2/M2.” This program will develop and deploy technology to measure new ways consumers are watching television, such as on the Internet, outside the home and via cell phones, iPods and other personal mobile devices. Nielsen will continue its focus on providing the most accurate measurement of in-home television viewing through its Active/Passive Meters, but through the A2/M2 initiative will also pursue the measurement of online streaming video and Internet measurement in Nielsen’s People Meter samples, the addition of out-of-home measurement in Nielsen’s People Meter samples, the introduction of electronic measurement in local markets, the development of new meters to measure video viewed on portable media devices and the creation of new methods for measuring viewer “engagement” in television programming.

Advertising Information Services (“AIS”). AIS provides commercial occurrence data and tracks the proportion of all advertising within a product category attributable to a particular brand or advertiser. We measure advertising expenditures, placements and creative content in 22 countries by company, by brand, and by product category across monitored media. Such media include print, outdoor advertising, radio and freestanding inserts as well as television. Customers use this service to manage their media spend by benchmarking their own performance against that of their competitors. We provide Advertising Information Services in the U.S. under our Monitor-Plus brand.

Other Media Services. Our media division also provides a number of other products and services. Standard Rate & Data Service (“SRDS”) collects information on media advertising rates, publishing dates and contact data on media outlets in the U.S. Interactive Market Systems (“IMS”) provides media planning and analysis software to analyze both industry and proprietary research data. The software is used by advertising agencies, advertisers, publishers, broadcasters, other media owners and researchers. IMS software can be used for television, press, radio, outdoor and Internet planning. Nielsen Outdoor measures both consumer exposure to outdoor advertising and outdoor advertising audience demographics. It uses a randomly selected demographically balanced panel of individuals. Using GPS technology, Nielsen Outdoor measures the frequency with which panelists have the opportunity to view certain billboards and other forms of outdoor advertising. Scarborough Research, a joint venture between Nielsen and Arbitron, Inc. (“Arbitron”), measures the lifestyle and shopping patterns, media behaviors, and demographics of consumers in the U.S. A total of 80 local markets are measured at regular intervals through telephone surveys, product booklets and diaries.

Ventures. Nielsen Ventures provides measurement and analysis of sports sponsorship data, product placement and consumer generated word-of-mouth. Nielsen Ventures introduced “Fanlinks” in 2005, a service developed with ACNielsen to link consumers’ sports media consumption to product purchasing. ACNielsen Homescan panelists are surveyed to identify sports fans and their degree of sports entertainment consumption. Survey results are cross-tabulated against purchasing behavior to provide a view of today’s sports fan and how consumption of sports entertainment translates to purchasing behavior. Nielsen Ventures also continues to develop and expand sales of services such as “Placeviews,” which is a software product that enables clients to measure the impact of product placement on television and in movies by identifying which brands are featured, what type of placement is used, when and where the placement occurred and the audience exposure at the time of the placement.

Internet Measurement

Nielsen//NetRatings. On February 5, 2007, Nielsen Media Research, Inc. entered into a merger agreement with NetRatings, Inc. by which Nielsen Media Research will acquire all the NetRatings, Inc.’s shares of common stock not currently owned by it. NetRatings, Inc. (NASDAQ:NTRT) gathers data and tracks global online activity. Nielsen//NetRatings’ customers use this data to make informed business decisions regarding their Internet marketing strategies. Nielsen//NetRatings’ services include: Internet audience measurement services (NetView, SiteCensus and Market Intelligence); advertisement measurement services (AdRelevance,

Adintelligence and WebRF); and Internet market research services (Homescan Online, which provides integrated views of consumers’ online behavior and offline purchasing patterns, Webintercept and MegaPanel).

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Nielsen//NetRatings collects information through panels in locations around the world to measure both at-home and at-work activity. Panelists are recruited through a variety of methods, including random digit dialing and online surveys, as well as through partnerships with local market research providers. Our Megapanel service, for example, tracks Internet usage and buying behavior among more than a million people in countries including the U.S., the United Kingdom, France and Germany. The information Nielsen//NetRatings gathers is used to produce syndicated and custom reports and is made available to clients on a weekly or monthly basis.

Nielsen BuzzMetrics. Recognizing the growing importance of online dialogue and word-of-mouth behavior in consumer decision-making, we acquired 58% of the shares of Nielsen BuzzMetrics. This company tracks, measures and analyzes consumer-generated media on the Internet, including opinions, advice, consumer-to-consumer discussions, reviews, shared personal experiences, photos, images, videos and podcasts, to provide market intelligence to its customers. Internet sources include online forums, boards, blogs and Usenet newsgroups. Consumer-generated media plays an influential role in driving consumer perceptions, awareness and purchase behavior. Consumers often encounter consumer-generated media while researching products during the buying cycle which can help build brand loyalty or, if negative, can lead to brand deterioration.

Entertainment

Nielsen EDI. Nielsen EDI captures box-office results from more than 50,000 movie screens across 14 countries, including, among others, the U.S., Canada and Mexico. Clients use this information in deciding where and for how long a movie will play, as well as the allocation of advertising and promotional dollars. Nielsen EDI tracks movie theater box-office receipts provided by major cinema chains in the U.S. such as AMC, Regal Entertainment Group and National Amusements.

Nielsen SoundScan, Nielsen BookScan and Nielsen VideoScan. Through these brands, we track and report in-store and online retail sales of audio products, books and video entertainment products. Clients use these services to monitor their market share. Each of these businesses compiles point-of-sale data from retailers on a weekly basis and prepares reports which are delivered to clients regularly through an Internet portal.

Nielsen National Research Group (“NRG”). NRG tests movie promotional materials, predicts the gross box office receipts of upcoming and recently released movies and compiles film awareness studies in the U.S. Clients use NRG’s research to develop, or make changes to, their marketing plans. NRG’s clients include major film studios in the U.S. We also offer similar services in Europe, Australia and Japan.

Nielsen Broadcast Data Systems (“BDS”). BDS monitors radio airplay on a continuous basis from 1,600 radio stations in the U.S. This data is used by music labels, radio stations and performing rights organizations to adjust station playlists and to determine marketing spend for various titles. Using patented computer technology, BDS provides daily reporting, and in certain cases real-time reporting, to its client base through the Internet. In certain countries in Europe, Nielsen Music Control provides similar radio airplay monitoring services.

Nielsen Business Media

Our Nielsen Business Media (“NBM”) segment is one of the largest providers of integrated business-to-business information in the world. The segment has more than 100 trade shows, approximately 100 websites and over 100 print publications and online newsletters, each targeted to specific industry groups. Through 2006, our NBM segment was comprised of two divisions: Nielsen Business Media U.S. and Nielsen Business Media Europe (“BME”), each with its own trade shows, online media assets and publications. On February 8, 2007, we completed the sale of BME to 3i, a European private equity and venture capital firm. The Company’s financial statements reflect BME’s business as a discontinued operation.

Our NBM segment is anchored by the U.S. trade show business, which is characterized by high margins, diversified end markets and strong free cash flow. The trade show business operates leading trade shows across a

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wide range of industries, such as jewelry, general merchandise and kitchen & bath design. In addition, our publications, such as Billboard and The Hollywood Reporter, benefit from leading brand name recognition and established audiences. Customers include professionals and advertisers from a variety of industries including marketing, media, advertising, entertainment, informational technology, career management and finance. For the fiscal year ended December 31, 2006, NBM generated approximately 11% of our pro forma revenue.

Trade Shows. Each year, we produce approximately 60 trade shows in the U.S., with a total audience of approximately 475,000 and a total booth space of over six million square feet for attendees principally comprised of retailers, distributors and business professionals. Industry leaders use these events to sell existing products and to promote the launch of new products in order to reach decision-makers in their respective industries. Our U.S. trade shows were ranked first in terms of show square footage and second in number of top 200 shows, respectively, in the annual Tradeshow Week rankings of the top 200 U.S. trade shows for 2006. Our portfolio is diversified across a large number of end markets. Leading events include the Hospitality Design Conference and Expo, the Kitchen/Bath Industry Show and Conference, Associated Surplus Dealers/Associated Merchandise Dealers shows, the Interbike International Bike Show and Expo and the JA International Jewelry Summer and Winter Shows.

Online Media & Publications. In the U.S., we publish trade publications and maintain related online sites across various segments including marketing and media, retail trade, construction, real estate, travel, entertainment, health, jewelry and gifts, among others. These publications are distributed to approximately 1.2 million readers. Well known titles include Billboard, The Hollywood Reporter, Adweek, Brandweek, Film Journal International, Commercial Property News and National Jeweler. Billboard covers leading music artists and the marketing plans for their upcoming releases, including music videos. The Hollywood Reporter is a leading film and entertainment magazine which keeps industry professionals abreast of films that are in production and development. Brandweek and Adweek are leading sources for the latest brand management strategies and tools. The websites related to these titles provide further information on their respective industry groups and developments. Our online media offerings and publications attract brand managers who we then help to build an integrated, business-to-business marketing campaign that reaches retailers through many of the same online and print media.

Trade Show Joint Ventures Outside U.S. We organize over 50 trade shows in the Netherlands and elsewhere in Europe as well as in China and elsewhere in Asia through our joint venture with Jaarbeurs.

Sales and Marketing

Our MI and MMI services typically comprise information, the software tools to access the information and a Client Service team to help interpret the information and ensure that the client derives maximum value. The Client Service team is often located at the client site, and can also be available on an "as needed" basis, either in person or by phone. Client Service is responsible for both managing the client relationship and developing new sales opportunities with the client. The majority of services are usually provided on an ongoing or continuous basis, and therefore typically agreed for multiple years.

Large customers typically subscribe to a market measurement service from Nielsen or one of its competitors, so an important role of Client Service is to focus on client retention and to win business held by competitors. Another key Client Service responsibility within our MI business, is to sell additional products and services beyond the core measurement services. These additional services include targeting and segmentation (ACNielsen Homescan, Spectra), new product testing (BASES) and other advisory services.

Our large customers often need to monitor their business on a regional or global basis. To meet this need, Nielsen will sometimes assign a senior Client Service professional to be the regional or global account manager. This person may be based at the client’s headquarters building, where he or she can develop relationships with

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the customer’s senior executives, further enhancing our client relationship. At the same time, many smaller target companies do not subscribe to a continuous measurement service so we also employ a specialist Client Service team to target this market opportunity with offerings tailored to fit the needs of smaller companies.

Marketing activities are focused on strategic marketing, product management, new product development and ensuring that Client Service is well-equipped with information and support materials on Nielsen’s product and service offerings. Marketing strategy is set globally, while marketing activities are managed on a regional basis. Nielsen’s investment in Client Service means that we have personal contact with our clients on a daily basis. Therefore, marketing communications efforts are focused on supporting Client Service with brochures, fact sheets, client advisory boards, websites and, in larger markets, annual conferences and newsletters. Spending on advertising and public relations is not considered key to our business success and is therefore limited.

Competition

Marketing Information

ACNielsen has numerous competitors in its various lines of business throughout the world. Competition includes companies specializing in marketing research, the in-house research departments of manufacturers and advertising agencies, retailers that sell information directly or through brokers, information management and software companies, and consulting and accounting firms. In retail measurement services, ACNielsen’s principal competitor in the U.S. is Information Resources, Inc. Information Resources, Inc. is also active in Europe and, through partial ownership of MEMRB, in Eastern Europe and other geographies. Our consumer panel services, custom research services, and other data and advisory services business have direct and/or indirect competitors, including Taylor Nelson Sofres plc and GFK AG, in many markets in which they operate. Principal competitive factors include innovation, quality, timeliness, reliability and comprehensiveness of data and analytical services, flexibility in tailoring services to client needs, price, and geographic and market coverage.

Media Measurement & Information

Nielsen Media Research has maintained a strong leadership position in the television ratings measurement industry in the U.S. There are a number of firms that do qualitative research. Taylor Nelson Sofres plc has taken initial steps toward doing quantitative viewership estimates. Nielsen Media Research’s ratings have been criticized on occasion by various participants in the television industry. This criticism, in part, may increase the likelihood of additional competition in the media research business. Outside of the U.S. AGB Nielsen Media Research faces competition from various competitors in several of the jurisdictions in which it operates. Our other Media Measurement & Information businesses also face direct and indirect competition in most markets in which they operate. Principal competitive factors include innovation, quality, timeliness, reliability and comprehensiveness of data and analytical services, flexibility in tailoring services to client needs, price, and geographic and market coverage.

Nielsen Business Media

The Nielsen Business Media group faces competition in each of its principal product markets. Typically, there are several competitors that target the same industry sector. Furthermore, trade publications are subject to competition for advertising revenues from other media including the Internet and trade shows. In the U.S., our trade publications face competition principally from Reed Elsevier. The competition for trade shows is highly fragmented, both by product offering and geography. Because of the availability of alternative venues and dates and the ability to define events for particular industry segments, the range of competition for exhibitor spending, sponsorships and attendees is extensive. The trade show business in the Netherlands faces competition from RAI International Communications Group. Trade associations, with strong industry ties, also provide significant competition. The principal competitive factors in Nielsen Business Media include the quality of information, quality and breadth of services, as well as level of customer support, level of technical expertise and price.

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Regulation

Data Protection

Our operations are subject to and affected by data protection laws in many countries. The number of countries in key business jurisdictions with data protection laws has been slowly increasing. Compliance with these laws can impose administrative and operational burdens and other costs, and these are more significant where the data is considered to be sensitive. The consequences of a compliance failure can include civil and criminal sanctions, negative publicity, data being blocked from use, and liability under contractual warranties of compliance.

Data protection laws constrain whether and how personal data may be collected, how it may be used, how it must be stored, and whether and to whom and where it may be transferred. While the laws on personal data vary from country to country, certain basic principles are common to most data protection laws, regardless of region or subject matter. For example, the data subject should receive notice of certain details of what information is being collected, and of its planned use, storage and transfer. Data protection laws usually contemplate some degree of choice on the part of the data subject over the collection and use of personal data. Future uses of personal data generally must conform to the disclosures in the notice that was the basis for consent. Personal data should be maintained in accurate form, and the data subject should have some level of access to the information to ensure accuracy. Finally, these laws generally require sufficient security around the personal data.

In many countries, “personal data” means information relating to an identifiable individual. Data protection laws do not apply to anonymous data, and usually do not apply to information about corporations. Personal data may be characterized as “sensitive” when it reveals information about a person’s health, religion and/or philosophy, politics, race and/or ethnicity, sexual preferences and/or practices, union membership, criminal records, finances, or location. All personal data may be subject to the data protection laws, but “sensitive” personal data typically is more highly regulated than non-sensitive data. Generally this means that for sensitive data the data subject’s consent should be more explicit and more fully informed, and that security measures should be more rigorous.

Our products and services incorporate both non-sensitive and sensitive personal data. Sensitive personal data may be revealed by certain demographic data that is collected and by several of the consumption preferences that are tracked. These preferences include those concerning such items as books, magazines, music, videos, healthcare products and services, religious products and services such as kosher or vegetarian items, Internet activity, and cable/satellite television.

The greater constraints that apply to the collection and use of highly regulated data can have several consequences for us. For example, for panel management the more rigorous consent measures may significantly depress cooperation from panel recruits and increase the administrative and operational burden and costs of panel recruitment and management. That and the more rigorous security measures required can significantly increase costs as compared to those for non-sensitive data. Also affected are products that incorporate data from or enhance the databases of third parties, especially such highly regulated entities as financial, telecommunications, and healthcare institutions. Regulation of data from these sources can either eliminate their availability or increase the cost of using them due to the larger administrative and operational burden and expense associated with the required compliance measures. There also is a greater enforcement focus on highly regulated personal data as compared to non-sensitive data. In the event of a compliance failure there is a relatively higher risk of sanctions, civil and criminal liability, and negative publicity.

In certain cases, regulation of third-party sources of data may offer us a competitive advantage where we are not covered by the regulation. For example, the value of our data on subjects such as video and cable or satellite viewing in the U.S. may be higher due to the fact that U.S. law prohibits the suppliers of those services from disclosing such personal data.

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Certain means of data collection are more highly regulated than others. There is a greater regulatory focus on data collection methods that may not always be obvious to the data subject or that otherwise present a higher risk of abuse. Examples include: collecting data online, especially by means of cookies or similar technologies, or directly from children; collecting information by means of radio frequency identification tags; and tracking location, for example by using global positioning satellites or RFID tags. The increased compliance costs associated with these means of data collection may reduce their cost-effectiveness or other advantages. Our product development plans contemplate certain of these data collection methods.

Transfer of data outside the country where it is collected is constrained by many data protection laws, and most significantly by the European Union. This has an impact on how data can be most efficiently managed. For example, these constraints have a bearing on centralized database management, because multinational access to a central database may constitute a transfer of data to the point of access. Cross-border transfers are not flatly prohibited, but the compliance measures that must be implemented before such transfers are permitted impose significant operational burdens and costs. Most of the available compliance measures also increase our exposure to liability in the event of a compliance failure.

Employees

On December 31, 2006, we had approximately 41,000 full and part-time employees worldwide with approximately 13,000 of those being located in the U.S. Of our worldwide employees, approximately 31,000 full and part-time employees were in Marketing Information, approximately 9,000 in Media Measurement & Information and over 1,000 in Nielsen Business Media. Outside of the U.S. a number of our employees are members of Workers Councils or other similar organizations. We believe that our success depends partly on our continuing ability to retain and attract highly qualified technical, sales and management personnel. Although qualified personnel are in high demand and competition exists for their services, we believe that we have been able to retain and attract highly qualified personnel. We believe our relationships with our employees are good. See “Risk Factors—If we are unable to attract, retain and motivate employees, we will not be able to compete effectively and will not be able to expand our business.”

Intellectual Property

We own registered marks for “Nielsen,” “ACNielsen” and several other Nielsen brands and own or have applied for trademark registrations in the U.S. and in several jurisdictions outside the U.S. for many of our services and software products. We also have numerous trade secrets relating to data processing that are of material importance to our business. We have a number of registrations of our copyrights and a number of patents and patent applications pending including patents relating to audience measurement systems, broadcast encoding Internet content monitor systems, and automated data collection.

To protect our proprietary services and software, we rely on a combination of contractual provisions, confidentiality procedures and patent, copyright, trademark, service mark and trade secret laws. We also have established policies requiring our personnel and representatives to maintain the confidentiality of our proprietary property. We will continue to apply for software and business method patents on a case-by-case basis and will continue to monitor ongoing developments in the evolving software and business method patent field. See “Risk Factors—Our success will depend upon our ability to protect our intellectual property rights.”

Technology and Operations

Our businesses are supported by an infrastructure that features advanced data processing technologies and services. We use leading technologies to support our proprietary data collection and warehousing systems. Examples include, in-home point-of-sale scanning solutions, Internet-enabled retailer point-of-sale uploads, mobile handheld devices for our retail store auditing teams, proprietary in-home television monitoring capabilities (Set Meter, People Meter, Active/Passive Meter) and Internet-based survey delivery and data capture.

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Scalable, networked, midrange and mainframe processors manage, manipulate and store this information in highly structured databases. Our delivery and data analysis software platforms enable access to our information products, as well as the ability to download information to the customer’s desktop for use in common spreadsheet and presentation software. We provide these capabilities to our customers and other businesses via consistent, secure and convenient access through Internet-based or dedicated telecommunication links. These technologies and services are supported by data center networks including the Nielsen Media Research Global Technology and Information Center (“GTIC”) in Oldsmar, Florida. The GTIC campus includes our data center and network operations facility. This facility is designed for high-availability, high-performance delivery of information products to our customers and other businesses on a 365 day per year, 24 hour per day, continuous schedule. The GTIC is also designed for high-capacity database operations and is equipped with full Internet backbone networking capability for connectivity to our customers and our other business locations.

Properties and Facilities

We lease property in more than 600 locations worldwide. We also own six properties worldwide, including ACNielsen’s offices in Oxford, United Kingdom, Mexico City, Mexico and Sao Paulo, Brazil. Our leased property includes offices in New York, New York, Oldsmar, Florida, and Markham, Canada. Nielsen Media Research leases property in Oldsmar, Florida which we use as our GTIC. The obligations of Nielsen Media Research under this lease are guaranteed by The Nielsen Company B.V. In addition, Nielsen is subject to certain covenants including the requirement that it meet certain conditions in the event it merges into or conveys, leases, transfers or sells its properties or assets as an entirety or substantially as an entirety to, any person or persons, in one or a series of transactions.

Legal Proceedings

In addition to the legal proceedings described below, we are presently a party to certain lawsuits arising in the ordinary course of our business. We believe that none of our current legal proceedings will have a material adverse effect on our business, financial condition or results of operations.

On June 16, 2005, erinMedia, LLC filed a lawsuit in federal district court in Tampa, Florida. The lawsuit alleges that Nielsen Media Research violated federal and Florida state antitrust laws by attempting to maintain a monopoly in the market for producing national television audience measurement data. The complaint does not specify the amount of damages sought, but does request that the court terminate Nielsen Media Research’s contracts with the four major national broadcast television networks. On November 17, 2005, the court granted Nielsen Media Research’s motion to dismiss in part, and dismissed erinMedia’s affiliated company, ReacTV, and its claims. The case is now in discovery on the remaining claims by erinMedia. On January 11, 2006, erinMedia filed a related action against Nielsen alleging violations of federal and state false advertising and unfair competition law. By order dated January 24, 2007, the court dismissed the action, without prejudice, upon stipulation of the parties. We believe the original action is without merit.

On April 12, 2006, Wrapsidy, LLC filed a lawsuit in California Superior Court in Santa Clara County. The lawsuit asserts claims against Nielsen Media Research for violation of the California Franchise Investment Act, misappropriation of trade secrets, unfair competition and business practices, anticipatory breach of contract and other claims arising out of certain contracts between the parties. Wrapsidy also alleges harm arising out of certain contractual and pricing practices of Nielsen Media Research. The complaint does not specify the amount of damages sought and seeks declaratory and equitable relief. The case is now in discovery. We believe this action is without merit.

On August 31, 2006 a notice of disagreement was filed by World Directories Acquisition Corp. (“WDA”) against us and certain of our subsidiaries pursuant to the Sale and Purchase Agreement (“SPA”) between the parties dated September 26, 2004 under which our World Directories business was sold. The claim arises in connection with certain post-closing matters under the SPA related to the submission of the completion accounts

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related to the business. WDA asserts a claim for approximately €46 million and we, in opposition to WDA’s claim, have claimed approximately €8.2 million. The matter has been submitted to arbitration pursuant to the SPA.

D&B Legacy Tax Matters

In November 1996, D&B, then known as the Dun & Bradstreet Corporation (“Old D&B”) separated into three public companies by spinning off the ACNielsen Corporation (“ACNielsen”) and Cognizant Corporation (“Cognizant”) (the “1996 Spin-Off”).

In June 1998, Old D&B changed its name to R.H. Donnelley Corporation and spun-off the Dun & Bradstreet Corporation (“New D&B”), and Cognizant changed its name to Nielsen Media Research, Inc. (“NMR”), now part of Nielsen, and spun-off IMS Health (the “Cognizant Spin”). In September 2000, New D&B changed its name to Moody’s Corporation and spun-off a company now called The Dun & Bradstreet Corporation. In November 1999, Nielsen acquired NMR and in 2001 Nielsen acquired ACNielsen.

Pursuant to the agreements affecting the 1996 Spin-Off, among other things, certain liabilities, including certain contingent liabilities and tax liabilities arising out of certain prior business transactions (the “D&B Legacy Tax Matters”), were allocated among Old D&B, ACNielsen and Cognizant. The agreements provide that any disputes regarding these matters are subject to resolution by arbitration.

As a result of the Cognizant Spin, IMS Health and NMR agreed they would share equally Cognizant’s share of liability arising out of the D&B Legacy Tax Matters.

In connection with the acquisition of NMR, Nielsen recorded in 1999 a liability for NMR’s aggregate liability for payments related to the D&B Legacy Tax Matters. Currently the parties are in arbitration over one tax related dispute. Nielsen believes it has adequately provided for any remaining liability related to these matters.

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MANAGEMENT

The Executive Officers set forth below are responsible for achieving Nielsen’s and each of the Issuers goals, strategy, policies and results. The supervision of Nielsen’s management and its Executive Board and the general course of its affairs and business operations is entrusted to the Supervisory Board, which currently consists of thirteen members. The Supervisory Board is a separate body and fully independent from the Executive Board. The officers and directors of Nielsen, Nielsen Finance Co. and Nielsen Finance LLC, are as follows:

Name	Age	Position(s)
Executive Officers
David L. Calhoun	50	Chairman, Executive Board of Nielsen, Chief Executive Officer Nielsen, Nielsen Finance Co. and Nielsen Finance LLC
Susan Whiting	50	Executive Vice President, Nielsen, Nielsen Finance Co. and Nielsen Finance LLC
Mitchell Habib	46	Executive Vice President, Global Business Services, Nielsen; Executive Vice President, Nielsen Finance Co. and Nielsen Finance LLC
Brian J. West	37	Chief Financial Officer, Nielsen, Nielsen Finance Co. and Nielsen Finance LLC
James W. Cuminale	54	Executive Vice President and Chief Legal Officer, Nielsen, Nielsen Finance Co. and Nielsen Finance LLC
Gregory L. Anderson	51	Chief Human Resources Officer, Nielsen; Executive Vice President, Human Resources and Communication, Nielsen Finance Co. and Nielsen Finance LLC
David E. Berger	50	Senior Vice President and Corporate Controller, Nielsen; Vice President (Finance), Nielsen Finance Co. and Nielsen Finance LLC
Robert A. Ruijter	56	Executive Advisor to the Supervisory Board of Nielsen; Member, Executive Board of Nielsen
Board Members1
Iain Leigh	50	Director
James A. Quella	57	Director
Michael S. Chae	38	Director
Allan M. Holt	55	Director
James M. Kilts	59	Director
James A. Attwood, Jr.	48	Director
Patrick Healy	40	Director
Lord Clive Hollick	61	Director
Alexander Navab	41	Director
Scott A. Schoen	48	Director
Richard J. Bressler	49	Director
Dudley G. Eustace	71	Director
Gerald S. Hobbs	66	Director

(1) All of the directors listed here are members of the Supervisory Board of Nielsen and serve as directors of Nielsen Finance Co. and Nielsen Finance LLC except for Messrs. Kilts, Eustace and Hobbs who serve only on the Supervisory Board of Nielsen.

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David L. Calhoun. Mr. Calhoun serves as Chairman of the Executive Board of Nielsen and Chief Executive Officer of Nielsen, Nielsen Finance Co. and Nielsen Finance LLC. Prior to joining Nielsen, Mr. Calhoun was a Vice Chairman of General Electric Company and President and CEO of GE Infrastructure, the largest of GE’s six business segments and comprised of Aviation, Energy, Oil & Gas, Transportation, and Water & Process Technologies, as well as GE’s Commercial Aviation Services and Energy Financial Services businesses. From 2003 until becoming a Vice Chairman of GE and President and CEO of GE Infrastructure in 2005, Mr. Calhoun served as President and CEO of GE Transportation, which is made up of GE’s Aircraft Engines and Rail businesses. Prior to joining Aircraft Engines in July 2000, Mr. Calhoun served as president and CEO of Employers Reinsurance Corporation from 1999 to 2000; president and CEO of GE Lighting from 1997 to 1999; and president and CEO of GE Transportation Systems from 1995 to 1997. From 1994 to 1995, he served as President of GE Plastics for the Pacific region. Mr. Calhoun joined GE upon graduation from Virginia Polytechnic Institute in 1979.

Susan Whiting. Ms. Whiting serves as Executive Vice President of Nielsen, Nielsen Finance Co. and Nielsen Finance LLC and Chairman of Nielsen Media Research. Ms. Whiting has overall responsibility for global marketing and product leadership across the Company as well as overall strategic responsibility for all Nielsen MMI businesses worldwide. Ms. Whiting joined Nielsen Media Research in 1978 as part of its management training program. Since then she has worked in every aspect of the business. In 1997 she was appointed General Manager of National Services and Emerging Markets. In 2001, she was named President and Chief Operating Officer, and nine months later was named CEO. Ms. Whiting serves on the Board of Directors of NetRatings, Inc. (approximately 60% owned by Nielsen) and Wilmington Trust Corporation. She graduated from Denison University with a Bachelor of Arts degree (cum laude) in Economics.

Mitchell Habib. Mr. Habib serves as Executive Vice President, Global Business Services of Nielsen, Nielsen Finance Co. and Nielsen Finance LLC. Prior to joining Nielsen, Mr. Habib was employed by Citigroup as the Chief Information Officer of its North America Consumer Business and prior to that it’s North America Credit Cards Division. He also served as Chief Information Officer for several major divisions of the General Electric Company for over seven years.

Brian J. West. Mr. West serves as the Chief Financial Officer of Nielsen, Nielsen Finance Co. and Nielsen Finance LLC. Prior to joining Nielsen, he was employed by the General Electric Company as the Chief Financial Officer of its GE Aviation, Infrastructure division. Prior to that, Mr. West held several senior financial management positions within the GE organization, including Chief Financial Officer of its GE Engine Services division, Chief Financial Officer of GE Plastics Lexan and Chief Financial Officer of its NBC TV Stations division. Mr. West is a veteran of GE’s financial management program and spent more than 16 years with GE.

James W. Cuminale. Mr. Cuminale serves as the Chief Legal Officer of Nielsen, Nielsen Finance Co. and Nielsen Finance LLC. Prior to joining Nielsen, Mr. Cuminale served for over ten years as the Executive Vice President—Corporate Development, General Counsel and Secretary of PanAmSat Corporation and PanAmSat Holding Corporation.

Gregory L. Anderson. Mr. Anderson serves as Chief Human Resources Officer of Nielsen, a position he has held since August 2004, and of Nielsen Finance Co. and Nielsen Finance LLC. In this role he is responsible for all aspects of human resources and employee communications worldwide. Mr. Anderson has held senior leadership positions at a number of major global companies. Before joining Nielsen he served as Vice President of Human Resources and Workforce Development at Hewlett Packard (HP) for the Enterprise Systems Business Group. Prior to the HP merger with Compaq, he held the post of Vice President for Compaq’s Sales, Servicing and Marketing organizations. He also held a number of senior level HR positions at PepsiCo and managed regional operations for Morrison Healthcare. Mr. Anderson holds a Bachelor of Science degree in Management from Virginia Tech University.

David E. Berger. Mr. Berger serves as Senior Vice President and Corporate Controller of Nielsen, a position he has held since August 2005, and Vice President (Finance) of Nielsen Finance LLC and Nielsen

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Finance Co. In this role he is responsible for accounting, financial reporting, planning and analysis, budgeting and financial systems. Prior to this role, he served as Chief Financial Officer of The Nielsen Company (US), Inc. with responsibility for overseeing the U.S. arm of corporate controlling in addition to being responsible for global purchasing, real estate and financial systems. Prior to joining Nielsen in 2001 he had been employed for almost ten years at Simon and Schuster in varying senior management capacities leaving as Senior Vice President, Finance and Development. Prior to his tenure at Simon & Schuster, Mr. Berger worked at American National Can Company where he was Chief Financial Officer of one of its largest divisions. A CPA, Mr. Berger started his professional career with the public accounting firm of Touche Ross and Company. Mr. Berger holds a Bachelor of Science in Economics from the University of Pennsylvania and a Masters of Business Administration from the University of Chicago.

Robert A. Ruijter. Mr. Ruijter serves as an Executive Advisor to the Supervisory Board and a member of the Executive Board of Nielsen. In this role he is responsible for advising the Supervisory Board on matters impacting Nielsen. Mr. Ruijter served as the Chief Financial Officer of Nielsen, Nielsen Finance Co. and Nielsen Finance LLC until February 23, 2007. Mr. Ruijter joined Nielsen in 2004 as Chief Financial Officer and as a member of the Executive Board. Prior to joining Nielsen, Mr. Ruijter held a number of positions at various multinationals. In 2001 Mr. Ruijter became CFO and Managing Director of KLM Royal Dutch Airlines. In 2000, he was named Executive Vice President & CFO of Baan Company N.V. after spending seven years with Philips as Director of Finance and Executive Vice President & CFO of Philips Lighting. Before Philips, Mr. Ruijter worked at British Petroleum, PLC in a variety of roles including Managing Director & CEO of BP Sweden. He began his career as a public accountant with Ernst & Young Accountants, and is a Dutch (RA) Chartered Accountant, a U.S. CPA and is a member of the Association of Corporate Treasurers in the United Kingdom.

Iain Leigh. Mr. Leigh has been a member of Nielsen’s Supervisory Board since June 13, 2006, a member of the Board of Nielsen Finance Co. since July 5, 2006 and a member of the Board of Nielsen Finance LLC since May 24, 2006. Mr. Leigh is a Managing Partner and Head of the U.S. office of AlpInvest Partners. Prior to joining AlpInvest Partners in 2000, Mr. Leigh was Managing Investment Partner of Dresdner Kleinwort Benson Private Equity and a member of the Executive Committee of the firm’s global private equity business. Prior to that, he led the Restructuring Department within Kleinwort Benson’s Investment Banking division focusing on U.S. leveraged buy-outs and venture capital investments. Before moving to the U.S., Mr. Leigh held a number of senior operating positions in Kleinwort Benson in Western Europe and Asia. Mr. Leigh is a Fellow of the Chartered Association of Certified Accountants, U.K., and holds a Master’s degree in Business Administration from Brunel University, England.

James A. Quella. Mr. Quella has been a member of Nielsen’s Supervisory Board since July 28, 2006, a member of the Board of Nielsen Finance Co. since July 28, 2006 and a member of the Board of Nielsen Finance LLC since July 28, 2006. Mr. Quella is a Senior Managing Director and Senior Operating Partner of the Private Equity Group of The Blackstone Group. Prior to joining The Blackstone Group, Mr. Quella was a Managing Director and Senior Operating Partner with DLJ Merchant Banking Partners—CSFB Private Equity. Prior to that, Mr. Quella was Vice Chairman of Mercer Management Consulting and Strategic Planning Associates, its predecessor firm. Mr. Quella is currently a director of Allied Waste, Celanese, Graham Packaging, Michael’s Stores and Houghton Mifflin. Mr. Quella received a B.A. from the University of Chicago/University of Wisconsin Madison and an M.B.A. with Dean’s Honors from the University of Chicago Graduate School of Business.

Michael S. Chae. Mr. Chae has been a member of Nielsen’s Supervisory Board since June 13, 2006, a member of the Board of Nielsen Finance Co. since July 5, 2006 and a member of the Board of Nielsen Finance LLC since May 24, 2006. Mr. Chae is a Senior Managing Director of the Private Equity Group of The Blackstone Group. Prior to joining The Blackstone Group in 1997, Mr. Chae worked as an Associate at The Carlyle Group and prior to that he was with Dillon, Read & Co. Mr. Chae is currently a director of Extended Stay America, Michael’s Stores and Universal Orlando and a member of the Board of Trustees of the Lawrenceville School. Mr. Chae graduated magna cum laude from Harvard College, received an M.Phil from Cambridge University and received a J.D. from Yale Law School.

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Allan M. Holt. Mr. Holt has been a member of Nielsen’s Supervisory Board since November 23, 2006, a member of the Board of Nielsen Finance Co. since April 5, 2007 and a member of the Board of Nielsen Finance LLC since April 5, 2007. Mr. Holt is a Managing Director and Co-head of the U.S. Buyout group of The Carlyle Group. Mr. Holt has extensive private equity investment experience, having most recently led Carlyle’s Global Aerospace, Defense, Technology and Business/Government Services team. Mr. Holt joined Carlyle in 1991. Prior to joining Carlyle, Mr. Holt spent three and a half years with Avenir Group, Inc., an investment and advisory group. Mr. Holt was also previously with MCI Communications Corporation, where, as Director of Planning and Budgets, he managed a group responsible for the development, review and analysis of MCI’s multibillion-dollar financial operating and capital plans. Before joining MCI, he was with Coopers & Lybrand. Mr. Holt is a graduate of Rutgers University and received his M.B.A. from the University of California, Berkeley. Mr. Holt is a member of the Boards of Directors of Fairchild Imaging, Inc., Landmark Aviation, MedPointe, Inc., SS&C Technologies, Inc., Standard Aero, Ltd. and Vought Aircraft Industries, Inc.

James M. Kilts. Mr. Kilts has been a member of Nielsen’s Supervisory Board since November 23, 2006. Mr. Kilts is a founding partner of Centerview Partners. Prior to joining Centerview Partners, Mr. Kilts was Vice Chairman of the Board, The Procter & Gamble Company. Mr. Kilts was formerly Chairman of the Board, Chief Executive Officer and President of The Gillette Company before the company’s merger with Procter & Gamble in October 2005. Prior to Gillette, Mr. Kilts had served at different times as President and Chief Executive Officer of Nabisco, Executive Vice President of the Worldwide Food group of Philip Morris, President of Kraft USA and Oscar Mayer, President of Kraft Limited in Canada, and Senior Vice President of Kraft International. A graduate of Knox College, Galesburg, Illinois, Mr. Kilts earned a Master of Business Administration degree from the University of Chicago. Mr. Kilts is currently a member of the Board of Directors of Met Life, The New York Times, and MeadWestvaco as well as a member of Citigroup’s International Advisory Board. Mr. Kilts also serves on the Board of Trustees of Knox College and the University of Chicago and as Chairman of the Advisory Council of the University of Chicago Graduate School of Business.

James A. Attwood, Jr. Mr. Attwood has been a member of Nielsen’s Supervisory Board since July 28, 2006, a member of the Board of Nielsen Finance Co. since July 28, 2006 and a member of the Board of Nielsen Finance LLC since July 28, 2006. Mr. Attwood is a Managing Director of The Carlyle Group and Head of the Global Telecommunications and Media group. Prior to joining Carlyle, Mr. Attwood was with Verizon Communications, Inc. and GTE Corporation. Prior to GTE, he was with Goldman, Sachs & Co. Mr. Attwood serves as a member of the Boards of Directors of Hawaiian Telcom, Insight Communications and WILLCOM, Inc. Mr. Attwood graduated summa cum laude from Yale University with a B.A. in applied mathematics and an M.A. in statistics and received both J.D. and M.B.A. degrees from Harvard University.

Patrick Healy. Mr. Healy has been a member of Nielsen’s Supervisory Board since June 13, 2006, a member of the Board of Nielsen Finance Co. since July 5, 2006 and a member of the Board of Nielsen Finance LLC since May 24, 2006. Mr. Healy is a Managing Director of Hellman & Friedman and leads the firm’s London office. Mr. Healy’s primary areas of focus are the media, financial and professional services industries and the firm’s European activities. Prior to joining Hellman & Friedman in 1994, Mr. Healy was with James D. Wolfensohn Incorporated and Consolidated Press Holdings in Australia. Mr. Healy is currently a director of DoubleClick, Inc., Mondrian Investment Partners, The Nasdaq Stock Market, Inc., entities affiliated with Gartmore Investment Management plc, the Nielsen Companies and oversees the firm’s investment in Axel Springer AG.

Lord Clive Hollick. Lord Hollick has been a member of Nielsen’s Supervisory Board since July 28, 2006, a member of the Board of Nielsen Finance Co. since July 28, 2006 and a member of the Board of Nielsen Finance LLC since July 28, 2006. Lord Hollick is a Member at Kohlberg Kravis Roberts & Co., where he heads the Media industry team in Europe. Prior to joining Kohlberg Kravis Roberts & Co. in 2005, Lord Hollick was CEO of United Business Media. Lord Hollick is currently the Chairman of SBS Broadcasting, a senior director of Diageo plc and a director of Honeywell Inc. Lord Hollick received a B.A. from Nottingham University.

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Alexander Navab. Mr. Navab has been a member of Nielsen’s Supervisory Board since June 13, 2006, a member of the Board of Nielsen Finance Co. since July 5, 2006 and a member of the Board of Nielsen Finance LLC since May 24, 2006. Mr. Navab is a Member at Kohlberg Kravis Roberts & Co., where he heads the Media and Communications industry team. Prior to joining Kohlberg Kravis Roberts & Co. in 1993, Mr. Navab was with James D. Wolfensohn Incorporated and prior to that he was with Goldman, Sachs & Co. Mr. Navab is currently a director of Visant. Mr. Navab received a B.A. with Honors, Phi Beta Kappa, from Columbia College and an M.B.A. with High Distinction from the Harvard Graduate School of Business Administration.

Scott A. Schoen. Mr. Schoen has been a member of Nielsen’s Supervisory Board since June 13, 2006, a member of the Board of Nielsen Finance Co. since July 5, 2006 and a member of the Board of Nielsen Finance LLC since May 24, 2006. Mr. Schoen is a Co-President of Thomas H. Lee Partners. Prior to joining Thomas H. Lee Partners in 1986, Mr. Schoen was with the Private Finance Department of Goldman, Sachs & Co. Mr. Schoen is currently a director of Simmons Company and Spectrum Brands, Inc. He is a member of the Board of Trustees of Spaulding Rehabilitation Hospital Network. He is also a member of the Board of Advisors of the Yale School of Management and a member of the Yale Development Board. Mr. Schoen received a B.A. in History from Yale University, a J.D. from the Harvard Law School and an M.B.A. from Harvard Graduate School of Business Administration. Mr. Schoen is a member of the New York Bar.

Richard J. Bressler. Mr. Bressler has been a member of Nielsen’s Supervisory Board since July 28, 2006, a member of the Board of Nielsen Finance Co. since July 28, 2006 and a member of the Board of Nielsen Finance LLC since July 28, 2006. Mr. Bressler joined Thomas H. Lee Partners as a Managing Director in 2006. From May 2001 through 2005, Mr. Bressler was the Senior Executive Vice President and Chief Financial Officer of Viacom Inc. Before joining Viacom, Mr. Bressler was Executive Vice President of AOL Time Warner Inc. and Chief Executive Officer of AOL Time Warner Investments. Prior to that, Mr. Bressler served in various capacities with Time Warner Inc., including as Chairman and Chief Executive Officer of Time Warner Digital Media, and Executive Vice President and Chief Financial Officer of Time Warner Inc. Before joining Time Inc., Mr. Bressler was a partner with Ernst & Young. Mr. Bressler serves on the Boards of Warner Music Group, Gartner, Inc. and American Media, Inc. In addition, he serves as Chairman for the Center for Communication Board, the Duke University Fuqua School of Business’s Board of Visitors, New School University’s Board of Trustees, the J.P. Morgan Chase National Advisory Board and the Columbia University School of the Arts Deans’ Council. Mr. Bressler holds a B.B.A. in Accounting from Adelphia University.

Dudley G. Eustace. Mr. Eustace has been a member of Nielsen’s Supervisory Board since June 13, 2006. Mr. Eustace currently serves as the chairman of the supervisory board of Smith & Nephew Plc., the vice chairman of the supervisory board and chairman of the audit committee of Royal KPN N.V., the chairman of the supervisory board and chairman of the nominating committee of Aegon N.V., the vice chairman of the supervisory board and chairman of the audit committee of Hagemeyer N.V., a member of the European Advisory Council of NM Rothschild & Sons, a member of the supervisory board of Stork N.V., a member of the board of Charterhouse Vermorgensbehler B.V. and a member of the board of Providence Capital N.V.

Gerald S. Hobbs. Mr. Hobbs has been a member of Nielsen’s Supervisory Board since January 2004. Mr. Hobbs was formerly a Vice Chairman of Nielsen’s Executive Board from 1999 until 2003. Mr. Hobbs is a Managing Director at Boston Ventures, Inc., which he joined in January 2005 as a partner. In addition, Mr. Hobbs is currently a director of The Bureau of National Affairs, Inc., Medley Global Advisors, LLC, New Track Media and the Advertising Council.

Committees of the Board of Directors

The Supervisory Board established and maintains three committees through which it has authorized designated members of the Board to act: the Executive Committee, the Audit Committee and the Compensation Committee. The Executive Committee, consisting of Messrs. Navab (as Chairman), Attwood, Chae, Healy and Schoen, is authorized to act for the Supervisory Board between its regular meetings, subject to Board notification requirements.

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In general, the Audit Committee, consisting of Messrs. Bressler (as Chairman), Healy, Hobbs and Quella, recommends the appointment of an external auditor and oversees the work of the external and internal audit functions, provides compliance oversight, establishes auditing policies, reviews and assesses the financial results relating to Nielsen’s transformation initiative, discusses the results of the annual audit, critical accounting policies, significant financial reporting issues and judgments made in connection with the preparation of the financial statements and related matters with the external auditor and reviews earnings press releases and financial information provided to analysts and ratings agencies.

The Compensation Committee, consisting of Messrs. Schoen (as Chairman), Attwood, Chae, Navab and Healy, is responsible for setting, reviewing and evaluating the our compensation, and related performance and objectives, of the our senior management team.

Code of Ethics

We have a code of ethics (the “Code of Ethics”) that applies to all of our employees, including our principal executive officer, our principal financial officer and principal accounting officer, or persons performing similar functions. These standards are designed to deter wrongdoing and to promote honest and ethical conduct.

Compensation Discussion and Analysis

This section contains a discussion of the material elements of compensation awarded to, earned by or paid to our chief executive officer, our former chief executive officer (who resigned from office on June 13, 2006), our principal financial officer, and our three other most highly compensated executive officers in 2006. These individuals are referred to as the “Named Officers.”

Our executive compensation programs are determined and approved by our Compensation Committee. None of the Named Officers are members of the Compensation Committee or otherwise had any role in determining the compensation of other Named Officers, with the exception of our Chief Executive Officer David Calhoun, who has a role in determining the compensation of Susan Whiting, an executive vice president.

Executive Compensation Program Objectives and Overview

The Compensation Committee reviews Nielsen’s executive compensation program to ensure that:

• The program adequately rewards performance which is tied to creating stockholder value; and

• The program is designed to achieve Nielsen’s goals of promoting financial and operational success by attracting, motivating and facilitating the retention of key employees with outstanding talent and ability.

Nielsen’s executive compensation is based on three components, which are designed to be consistent with the Company’s compensation philosophy: (1) base salary; (2) annual incentive bonuses; and (3) long-term stock awards, including stock options and occasional awards of restricted stock units (“RSUs”), that are subject to performance-based and time-based vesting requirements. Senior management is asked to invest in the Company to ensure alignment with other owners, and stock options and RSUs are granted when an investment is made. Nielsen also provides certain perquisites to Named Officers. Severance benefits are provided to Named Officers whose employment terminates under certain circumstances. These benefits are described in further detail below in the section entitled “Potential Payments upon Termination.”

In structuring executive compensation packages, the Committee considers how each component promotes retention and/or motivates performance by the executive. Base salaries, perquisites, severance and other termination benefits are all primarily intended to attract and retain qualified executives. These are the elements of our executive compensation program where the value of the benefit in any given year is not dependent on

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performance (although base salary amounts and benefits determined with reference to base salary may increase from year to year depending on performance, among other things). We believe that to attract and retain senior executives, we must provide them with predictable benefit amounts that reward their continued service. Some of the elements, such as base salaries and perquisites, are generally paid out on a short-term or current basis. Other elements, such as benefits provided upon retirement or other terminations of employment, are generally paid out on a longer-term basis. We believe that this mix of short-term and long-term elements allows us to achieve our goals of attracting and retaining senior executives.

Our annual bonus opportunity is primarily intended to motivate Named Officers’ performance to achieve specific strategies and operating objectives, although we also believe it helps us attract and retain senior executives. Our long-term equity incentives are primarily intended to align Named Officers’ long-term interests with stockholders’ long-term interests, and we believe they help motivate performance and help us attract and retain senior executives. These are the elements of our executive compensation program that are designed to reward performance and the creation of stockholder value. Annual bonuses are paid out on an annual basis and are designed to reward performance for that year. Equity incentives are designed to reward performance on a long-term basis.

The Committee believes that performance-based compensation such as annual bonuses and long-term equity incentives play a significant role in aligning management’s interests with those of Nielsen’s stockholders. For this reason, these components of compensation constitute a substantial portion of compensation for our senior executives. Our compensation packages are designed to promote teamwork, initiative and resourcefulness by key employees whose performance and responsibilities directly affect the Company’s results of operations.

We generally do not adhere to rigid formulas or necessarily react to short-term changes in business performance in determining the amount and mix of compensation elements. We consider competitive market compensation paid by other companies, such as client companies and those in our specific industries, but we do not attempt to maintain a certain target percentile. We incorporate flexibility into our compensation programs to respond to and adjust for changing business conditions. We believe that our short-term and long-term incentives provide the appropriate alignment between the interests of our owners and management.

Current Executive Compensation Program Elements

Base Salaries

Salaries for our senior executives are reviewed by the Committee on an annual basis. In setting specific salary levels, the Committee assesses the executive’s past performance and expected future contributions to Nielsen, and considers Mr. Calhoun’s recommendations with respect to senior executives other than himself. As described below under “Employment Agreement with Mr. David Calhoun,” Nielsen has entered into an employment agreement with Mr. Calhoun that sets his level of base salary. The Committee believes that the base salary levels of the Company’s senior executives are reasonable in view of competitive practices, Nielsen’s performance and the contribution and expected contribution of those executives to the Company’s performance. Ms. Whiting’s salary was increased in November 2006 to reflect her new responsibilities as an Executive Vice President of the Company.

Annual Bonuses

Historically, annual incentive bonuses have been awarded to senior executives based upon multiple performance criteria, including evaluations of personal job performance and performance measured against objective business criteria. For the year ended December 31, 2006, factors considered in determining annual bonuses for our senior executives included profit as represented by EBITDA, revenue performance, cost savings, and an assessment of the executive’s job performance for 2006. We believe that focusing on bottom-line

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operating performance will result in a high-performing company over the long-term. Focusing on revenue performance will help ensure that Nielsen continues to grow and continues to be a leader in the markets we serve. We believe that focusing on cost efficiencies will allow us to free up resources to be invested in future, profitable growth. For 2007, we anticipate that the factors that will be considered in determining annual bonuses for our senior executives will include profit as represented by EBITDA, revenue performance and an assessment of the executive’s job performance for 2007.

Under his employment agreement, Mr. Calhoun’s annual bonus ranges from 0% to 200% of his base salary with a target bonus of 100%. For 2006, he was guaranteed a prorated bonus payment no less than his target bonus multiplied by the percentage of the year he was employed. His actual bonus for a given year is determined by the Committee based on his performance and the performance of the Company for that year as described above.

Long-Term Incentive Equity Awards

Nielsen’s policy is that the long-term compensation of its senior executives should be directly linked to the value provided to stockholders. Therefore, Nielsen historically made annual grants of stock options and, in some cases, RSUs to provide incentives to our executives to increase the value of our common stock. Since the Company was in serious negotiations to be purchased by the Sponsors, the Company decided not to make stock option grants in March 2006, as was its normal practice. According to the terms of the merger protocol, all ‘in-the-money’ stock options were cancelled and a cash payment was made to the option-holders in an amount equal to the excess of the purchase price per share over the exercise price of each option grant multiplied by the number of options granted.

Mr. Ruijter was a participant in the 2005-2007 Executive Board Long-Term Incentive Plan. This plan provided for an initial grant of RSUs which was increased to reflect the Company’s outperformance of the applicable EBITDA, total shareholder return and individual targets. The final value of the RSUs was based on the tender offer price of €29.50 which was determined to be the fair value of our common stock per the terms of the acquisition.

As described more fully below under “2006 Stock Acquisition and Option Plan”, equity awards are currently provided through common stock, stock options and, in limited circumstances, RSUs. Executives selected to participate in the plan are asked to invest in the Company by purchasing common stock. The amount initially requested is based upon the executive’s position in the organization, their impact on the organization and projected future impact. Once the executive purchases common stock at the fair market value as determined by the Compensation Committee, a designated number of stock options are granted to the executive. The large majority of these options are granted at an exercise price equal to the ‘fair market value’ as determined by the Committee, while a smaller amount are granted at an exercise price equal to 2 times the ‘fair market value’. These stock options are 50% time-vested while the remaining 50% are performance-vested. For the time-vested options, 5% are vested on the grant date and 19% are vested on December 31 of each of the five anniversaries of December 31, 2006. For the performance-vested options, 5% are vested on the grant date, and 19% are vested on December 31 of each of the five anniversaries of December 31, 2006 should the Company meet or exceed its targeted EBITDA performance in that year. If the EBITDA target is not met, that portion of the performance-vested options can vest in a future year if the multi-year cumulative EBITDA targets are met in the future year.

Executive Equity Participation Plan

Prior to the Transactions, the Company maintained an equity participation plan under which designated executives were permitted to defer a portion of their annual bonus and, instead, receive RSUs. Each RSU represented the right to one common share of the Company, to be transferred to the employee three years from the grant date. The Company matched each deferred bonus RSU with an additional RSU. The bonus RSUs were fully vested when received and the matching RSUs were to vest three years after the award of the initial bonus. As a result of the link with the annual bonuses, the granting of RSUs under the plan was conditional on the

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attainment of certain performance criteria in the year prior to the grant. Upon the acquisition of the Company, all outstanding RSUs were vested, the plan was terminated and cash was distributed to the holders of outstanding RSUs based on the tender offer price of €29.50.

2006 Stock Acquisition and Option Plan

On December 7, 2006, Valcon adopted the 2006 Stock Acquisition and Option Plan for Key Employees of Valcon Acquisition Holding B.V. and its subsidiaries (the “2006 Equity Plan”). The 2006 Equity Plan permits the grant of non-qualified stock options, incentive stock options, stock appreciation rights, purchase stock, restricted stock, dividend equivalent rights, and other stock-based awards to designated employees of Valcon and its affiliates. A maximum of 26,100,000 shares of common stock of Valcon may be subject to awards under the 2006 Equity Plan. The number of shares issued or reserved pursuant to the 2006 Equity Plan (or pursuant to outstanding awards) is subject to adjustment on account of mergers, consolidations, reorganizations, stock splits, stock dividends and other dilutive changes in the common stock. Shares of common stock covered by awards that terminate or lapse and shares delivered by a participant or withheld to pay the minimum statutory withholding rate, in each case, will again be available for grant under the 2006 Equity Plan. Shares of common stock that are acquired pursuant to the 2006 Equity Plan will be subject to the Management Stockholder’s Agreement. With the exception of Mr. Calhoun who purchased shares and was granted stock options pursuant to the terms of his employment agreement, none of the Named Officers purchased stock or were granted options under the plan in 2006.

Perquisites

We provide our Named Officers with perquisites, reflected in the “All Other Compensation” column of the Summary Compensation Table and described in the footnotes thereto. We believe that these are reasonable, competitive and consistent with our overall compensation program. The cost of these benefits is a small percentage of the overall compensation package but allow the executives to work more efficiently. We provide financial and tax preparation services, executive physicals and car allowances. Where necessary for business purposes, we also provide reimbursement for private club membership.

Severance and Other Benefits Upon Termination of Employment

Nielsen believes that severance protections play a valuable role in attracting and retaining key executive officers. Accordingly, Nielsen provides these protections to its senior executives. Beginning in 2007, these protections are offered in conjunction with participation in the company’s 2006 Equity Plan. In the case of Mr. Calhoun, however, these benefits are provided under his employment agreement which is described in further detail below under the section ‘Employment Agreement with Mr. David L. Calhoun’. The Compensation Committee considers these severance protections an important part of an executive’s compensation.

Termination Protection Agreements

Prior to the Transactions, we entered into termination protection agreements with each of our Named Officers (except Mr. Calhoun) and with certain of our current and former executive officers. Under each of the termination protection agreements, upon a change of control (including the Transactions), any time periods, conditions or contingencies relating to the exercise or realization of, or lapse of restrictions under, any outstanding equity incentive award was automatically accelerated or waived. In addition, if the officer’s employment was terminated by us without “cause” or by the officer for “good reason,” as those terms are defined in the agreement, within two years following a change of control, the officer will be entitled to receive severance benefits including a lump sum amount equal to (a) the sum of two times, or, in certain cases, three times, (1) the officer’s annual base salary at the rate in effect for the year of termination (or, if higher, the rate in effect immediately prior to the change of control) and (2) his or her average annual bonus earned for the two calendar years prior to the year in which the termination date occurs (or, if higher, the year in which the change of control occurred) and (b) the officer’s target annual bonus and any outstanding long term incentive awards (at target), in each case prorated for the portion of the performance period elapsed through the date of termination.

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Each agreement also contains a tax gross-up provision; if the officer incurs any excise tax by reason of his or her receipt of any payment that constitutes an excess parachute payment as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the officer will receive a gross-up payment in an amount that would place the officer in the same after-tax position that he or she would have been in if no excise tax had applied. However, under certain conditions, rather than receive a gross-up payment, the payments payable to the officer will be reduced so that no excise tax is imposed. As a condition to receiving any payments or benefits under the agreements, the officers must execute a general release of claims in respect of their employment with us.

As noted below, due to the departure of certain of the officers named in our compensation table, the compensation and benefits under the termination protection agreements were triggered and became or will become payable.

On October 25, 2006, Nielsen entered into a separation agreement with Mr. Earl Doppelt, Nielsen’s former Executive Vice President and Chief Legal Officer, who resigned effective November 10, 2006. Under the terms of the separation agreement, Mr. Doppelt received: (i) an amount of $3,502,500 in a lump sum cash payment equal to three times his base salary and two-year average bonus, a pro-rata portion of his 2006 targeted annual bonus ($430,137), and a pro-rata portion of the payments from Nielsen’s 2005—2006 and 2006—2007 long-term incentive plans ($680,136); and (ii) continued medical benefits coverage for up to 3 years.

On March 5, 2007, Nielsen entered into a separation agreement with Mr. Steve Schmidt, the former President and Chief Executive Officer of Nielsen’s MI segment, who resigned effective March 31, 2007. On April 20, 2007, Nielsen entered into a separation agreement with Mr. Robert Ruijter, the former Chief Financial Officer of Nielsen and current Executive Board member and advisor to the Supervisory Board, who will resign effective September 30, 2007.

Compensation Committee Interlocks and Insider Participation

No member of our Compensation Committee has served as one of our officers or employees at any time. No member of the Compensation Committee has had any relationship with us requiring disclosure under Item 404 of Regulation S-K under the Exchange Act. None of our executive officers has served as a director or member of the compensation committee (or other committee serving an equivalent function) of any other organization, one of whose executive officers served as a member of our Board or Compensation Committee.

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Summary Compensation Table

The following table presents information regarding compensation of our principal executive officer, our former chief executive officer who resigned in 2006, our principal financial officer, and our three other most highly compensated executive officers during 2006. These individuals are referred to as “Named Officers”. Previously, Nielsen was not a reporting company subject to Regulation S-K, therefore Nielsen has applied the rule prospectively, beginning in 2006.

SUMMARY COMPENSATION TABLE

Name and Principal Position (a)	Year (b)	Salary ($) (c)		Bonus ($) (d)		Stock Awards ($) (e)		Option Awards ($)(1) (f)		Non-Equity Incentive Plan Compensation ($)(2) (g)		Change in Pension Value and Nonquali- fied Deferred Compensa- tion Earnings ($) (h)		All Other Compen- sation ($)(3)(4) (5)(7)(8)(9) (i)		Total ($) (j)
David Calhoun Chief Executive Officer	2006	$	415,385	$	600,000	$	—	$	5,507,468	$	—	$	—	$	18,980,684	$	25,503,537
Rob Ruijter Chief Financial Officer	2006	$	582,592	$	732,745	$	—	$	—	$	—	$	314,098	$	2,652,445	$	4,281,880
Earl Doppelt (5) Former Chief Legal Officer	2006	$	461,712	$	430,137	$	—	$	—	$	680,136	$	22,792	$	6,745,848	$	8,340,625
Steven Schmidt (6) President and CEO, MI Group	2006	$	542,769	$	549,500	$	—	$	—	$	1,200,000	$	181,575	$	2,506,897	$	4,980,741
Susan Whiting Executive Vice President	2006	$	575,577	$	702,063	$	—	$	—	$	432,000	$	31,846	$	2,612,655	$	4,354,141
Rob van den Bergh (7) Former Chief Executive Officer	2006	$	411,807	$	349,792	$	—	$	—	$	879,108	$	162,204	$	7,673,935	$	9,476,846

(1) Mr. Calhoun’s amount represents the fair market value of options awarded in November 2006, calculated in accordance with Statement of Financial Accounting Standards (SFAS) No. 123(R), “Share-Based Payment.” For a discussion of the assumptions and methodologies used to value the awards reported in column (f), please see the discussion of option awards contained in Note 13 “Shared-Based Compensation” to the Company’s consolidated financial statements, included as part of this Registration Statement.

(2) Represents cash-based long-term incentive plans for each executive; Mr. Doppelt includes amounts from a 2005-2006 plan and a prorated amount for 2006-2007 plan; Mr. Schmidt includes amount for 2004-2006; Ms. Whiting includes amount for 2005-2006; Mr. van den Bergh includes prorated amount for 2005-2007 plan.

(3) Includes special incentives paid in relation to the sale of Nielsen plus executive benefits including automobile allowances, financial/tax planning, executive medical and club dues, except for Mr. Calhoun. Mr. Calhoun’s amount includes the one-time award granted to make up for forgone equity benefits at his former employer and executive benefits, including attorney’s fees in negotiating his employment agreement. All executives, excluding Mr. Calhoun, include amounts relating to the cash-outs of restricted stock units (RSUs) under the former Nielsen Equity Participation Plan and the cash-outs of ‘in the money’ stock options under the former Nielsen Share Option Plan. Mr. van den Bergh’s amount includes payments described in footnote (7).

(4) Mr. Calhoun received the following perquisites: legal/financial planning ($75,000) and tax gross-up ($57,287). Mr. Calhoun also received a one-time special award of $18,840,627. Mr. Ruijter received the following perquisites: automobile ($13,074), apartment/parking ($331,971), US charges for Dutch pension ($220,447) and income tax gross-up ($381,524). Mr. Ruijter also received a one-time special award

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($750,000). Mr. Doppelt received the following perquisites: club dues ($27,369), financial planning ($15,000), car expense ($64,122) and income tax gross-up ($73,704). Mr. Doppelt also received a one-time special award ($625,000). Mr. Schmidt received the following perquisites: club dues ($17,268), legal/ financial planning ($40,363), car expense ($16,966) , apartment/relocation ($115,377) and income tax gross-up ($48,249). Mr. Schmidt also received a one-time special award ($150,000). Ms. Whiting received the following perquisites: apartment ($60,412) and income tax gross-up ($54,596). Ms. Whiting also received a one-time special award ($150,000) and a distribution from the non-qualified deferred compensation plan ($445,353). Mr. van den Bergh received the following perquisites: driver ($27,593), education allowance ($68,472), family travel ($29,649), US charges for Dutch pension ($127,038) and income tax gross-up ($171,767).

(5) As part of his separation agreement, Mr. Doppelt received a lump sum payment of 3 times his salary plus 2-year average bonus ($3,502,500). This is reflected in column (i).

(6) The change in the pension value amount for Mr. Schmidt includes an increase attributable to his frozen ACNielsen SERP of $164,689.

(7) As part of his separation agreement, Mr. van den Bergh received 6 months pay ($389,250), a lump sum separation payment ($3,989,833), a pre-pension award ($871,297), a new reimbursement relating to home purchase costs ($176,400), all of which are reflected in column (i). Mr. van den Bergh’s separation was effective June 13, 2006.

(8) Included within other compensation for Mr. Ruijter, Mr. Doppelt, Mr. Schmidt, Ms. Whiting and Mr. van den Bergh is the value realized on exercise of option awards of $389,642, $979,760, $1,240,828, $1,077,171 and $769,608 respectively (as reflected in the “Option Exercises and Stock Vested” table).

(9) Included within other compensation for Mr. Ruijter, Mr. Doppelt, Mr. Schmidt, Ms. Whiting and Mr. van den Bergh is the value realized on vesting of stock awards of $554,554, $1,446,482, $868,392, $805,451 and $1,033,363 respectively (as reflected in the “Option Exercises and Stock Vested” table).

Notes:

Salary and bonus amounts for Messrs. Van den Bergh and Ruijter are partially paid in Euros.

Principal positions of the Named Officers are those as of December 31, 2006.

Compensation of Named Officers

The Summary Compensation Table above quantifies the value of the different forms of compensation earned by or awarded to our Named Officers in 2006. The primary elements of each Named Officer’s total compensation reported in the table are base salary, an annual bonus, and a long-term cash incentive earned as well as the value of restricted stock units and stock options which were ‘cashed-out’ in conjunction with the Transactions. In the case of Mr. Calhoun, the stock and options award columns reflect his awards in the equity of Valcon Acquisition Holding B.V, the direct parent of Valcon.

The Summary Compensation Table should be read in conjunction with the tables and narrative descriptions that follow.

Employment Agreement with Mr. David L. Calhoun

On August 22, 2006 we entered into an employment agreement, which was amended effective as of September 8, 2006, with Mr. David L. Calhoun, our Chief Executive Officer.

The employment agreement has an employment term which commenced as of September 14, 2006 and, unless earlier terminated, will continue until December 31, 2011. On each December 31 thereafter, the employment agreement will be automatically extended for successive additional one-year periods unless either

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party provides the other 90 days’ prior written notice that the employment term will not be so extended. Under the employment agreement, Mr. Calhoun will be entitled to a base salary of $1,500,000, subject to such increases, if any, as may be determined by the Board. He is eligible to earn a target annual bonus equal to 100% of base salary upon the achievement of performance goals at target levels established by the Board and is entitled to a greater or lesser annual bonus based on actual attainment of applicable performance goals. To the extent that he is subject to the golden parachute tax as a result of a change in control of Nielsen, the employment agreement entitles him to an additional amount to place him in the same after tax position he would have occupied had he not been subject to such excise tax. Mr. Calhoun is restricted, for a period of two years following termination of employment with us, from soliciting or hiring our employees, competing with us, or soliciting our clients. He is also subject to a nondisparagement provision.

In connection with entering into the employment agreement Mr. Calhoun became entitled to a signing bonus of $10,613,699, which is to be paid in installments annually through 2011. To make him whole for previous awards of stock and options forfeited upon leaving his prior employer, the employment agreement entitles Mr. Calhoun to a cash lump sum payment of $20,000,000, less the amount of any payments made by the prior employer in connection with his termination of employment. Additionally, in 2012 he is entitled to receive a lump sum supplemental retirement benefit from us in the amount of $14,500,000 plus annual interest through such payment date, less any similar retirement benefits he receives from previous employment. Mr. Calhoun is also a participant in the 2006 Equity Plan.

Under the employment agreement, Mr. Calhoun is entitled to the following payments and benefits in the event of a termination by us without “cause,” a non-extension of his employment term by us, or by Mr. Calhoun for “good reason” (as such terms are defined in the agreement) during the employment term: (i) subject to his compliance with certain restrictive covenants, an amount equal to two times the sum of his annual base salary and $2,000,000, provided that such payment is in lieu of any other severance benefits to which Mr. Calhoun might otherwise be entitled; (ii) a pro-rata annual bonus for the year of termination based on attainment of performance goals; and (iii) continued health and welfare benefits at our cost, provided that if such coverage is not available for any portion of such period under our medical plans, we must provide him with an economically equivalent benefit or payment determined on an after-tax basis.

Written Employment Arrangement with Ms. Susan Whiting

On December 4, 2006 we entered into a written employment arrangement with Ms. Susan D. Whiting (Executive Vice President of The Nielsen Company B.V., Chairman of Nielsen Media Research, and advisor to the Supervisory Board).

Under the written employment arrangement, Ms. Whiting will be entitled to a base salary of $850,000 effective November 13, 2006, subject to increase, if any, as may be determined by the Supervisory Board. Ms. Whiting is eligible to earn a target annual bonus equal to 100% of base salary upon the achievement of performance goals based upon EBITDA to be determined in good faith in consultation with the Chief Executive Officer. In connection with entering into the written employment arrangement, Ms. Whiting became entitled to purchase 100,000 shares of common stock of Valcon Acquisition Holding B.V. for fair market value at date of purchase as provided under the 2006 Equity Plan. This purchase was subsequently made in February 2007. In addition, Ms. Whiting was to receive a stock option grant of 1,050,000 shares subject to her subsequent purchase of the common stock and a grant of 100,000 restricted stock units scheduled to vest over 5 years, commencing on January 15, 2007.

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Grants of Plan-Based Awards for 2006

The following table presents information regarding the grant of equity awards to our Named Officers in 2006.

		Estimated Future Payouts Under Non-Equity Incentive Plan Awards						Estimated Future Payouts Under Equity Incentive Plan Awards						All Other Stock Awards: Number of Shares of Stock or Units (#) (i)	All Other Option Awards: Number of Securities Underlying Options (#) (j)	Exercise or Base price of Option Awards ($/sh) (k)		Grant Date Fair Value of Stock and Option Awards (l)
Name	Grant Date (b)	Threshold ($) (c)		Target ($) (d)		Maximum ($) (e)		Threshold ($) (f)		Target ($) (g)		Maximum ($) (h)
David Calhoun (1)	9/14/2006 9/14/2006	$ $	— —	$ $	— —	$ $	— —	$ $	— —	$ $	— —	$ $	— —	— —	6,000,000 1,000,000	$ $	10 20	$ $	30,900,000 3,280,000

(1) Mr. Calhoun was granted options in conjunction with his employment contract (see Description of Employment Agreements). The grant date for accounting purposes was September 14, 2006 and the fair value of the options is calculated in accordance with (SFAS) No. 123(R). The stock options were received on November 22, 2006, the date the stock purchase was made pursuant to the terms of the employment contract.

Description of Plan-Based Awards

Pursuant to his employment agreement, upon his purchase of 2,000,000 ($20,000,000) shares of common stock, Mr. Calhoun received 6,000,000 stock options at an exercise price of $10/share and 1,000,000 stock options at an exercise price of $20/share. One-half of the options are time vested which became 5% vested on December 31, 2006 with the remaining time options vesting 19% a year on the last day of each of the calendar years 2007 through 2011. One-half of the options are performance vested which became 5% vested on December 31, 2006 with the remaining performance options vesting 19% on the last day of each of the calendar years 2007 through 2001, if and only if the Company’s performance equals or exceeds the applicable annual EBITDA targets. The achievement of the annual EBITDA targets on a cumulative basis for any current year and all prior years will cause ‘catch-up’ vesting of any prior year’s installments which were not vested because of a failure to achieve the applicable annual EBITDA target for any such prior year.

Option Exercises and Stock Vested

	Option Awards			Stock Awards
Name (a)	Number of Shares Acquired on Exercise (#) (b)	Value Realized on Exercise ($) (c)		Number of Shares Acquired on Vesting (#) (d)	Value Realized on Vesting ($) (e)
David Calhoun	—		—	—		—
Rob Ruijter	40,000	$	389,642	14,628	$	554,554
Earl Doppelt	120,000	$	979,760	38,155	$	1,446,482
Steven Schmidt	145,000	$	1,240,828	22,906	$	868,392
Susan Whiting	130,000	$	1,077,171	21,246	$	805,451
Rob van den Bergh	100,000	$	769,608	27,802	$	1,033,363

Upon the acquisition of the Company, all outstanding ‘in the money’ stock options and all RSUs were cashed out instead of receiving shares. The above table reflects those amounts. No other stock option exercises or RSU vesting occurred.

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Outstanding Equity Awards at Fiscal Year End

The following table presents information regarding the outstanding equity awards held by each of our Named Officers as of December 31, 2006.

	Option Awards (1)						Stock Awards
Name (a)	Number of Securities Underlying Unexercised Options (#) Exercisable (b)	Number of Securities Underlying Unexercised Options (#) Unexercisable (c)	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d)	Option Exercise Price ($) (e)		Option Expiration Date (f)	Number of Shares or Units of Stock That Have Not Vested (#) (g)		Market Value of Shares or Units of Stock That Have Not Vested ($) (h)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (j)
David Calhoun	150,000 25,000	5,850,000 975,000	5,700,000 950,000	$ $	10 20	11/22/2016 11/22/2016	$	—	$	—	$	—	$	—

(1) The terms of each option award reported in the table above are described above under “Grants of Plan-Based Awards—Options.” Mr. Calhoun is the only Named Officer who received stock options in 2006. His option award is subject to a vesting schedule, with 5% of the options vesting December 31, 2006, and 19% on each of the five anniversaries of the initial vesting. The exercisable options shown in Column (b) above are currently vested. The unexercisable options shown in Column (c) above are unvested. As described above, options are subject to accelerated vesting in connection with a change in control of Nielsen and, in the case of Mr. Calhoun, certain terminations of his employment with Nielsen. The options at $20/share exercise price represent options granted at 2 times fair market value.

Pension Benefits

Name (a)	Plan Name (b)	Number of Years Credited Service (#) (c)	Present Value of Accumulated Benefit ($) (d)		Payments During Last Fiscal Year ($) (e)
David Calhoun	—	—		—		—
Rob van den Bergh (1)	Dutch Pension Plan	30.67	$	6,043,768	$	—
Rob Ruijter (2)	Dutch Pension Plan	25.75	$	4,000,093	$	—
Earl Doppelt	Qualified Plan	11.17	$	62,891	$	—
	Excess Plan	11.17	$	243,086	$	—
Steven Schmidt (3)	Qualified Plan	9.67	$	54,291	$	—
	Excess Plan	9.67	$	135,395	$	—
	SERP	7.83	$	3,246,226	$	—
Susan Whiting	Qualified Plan	26.67	$	200,286	$	—
	Excess Plan	26.67	$	218,829	$	—

(1) The present value of Mr. van den Bergh’s Netherlands pension is €4,581,041 as of December 31, 2006. He is also eligible to receive a pre-pension benefit at any time between ages 60 and 65. This benefit has a present value at December 31, 2006 of €1,083,785 or $1,429,838.

(2) The present value of Mr. Ruijter’s Netherlands pension is €3,031,981. He is also eligible to receive a pre-pension benefit at any time between ages 61 and 65. This benefit has a present value at December 31, 2006 of €257,819, or $340,141.

(3) The value of Mr. Schmidt’s SERP benefit is attributable to a supplemental executive retirement plan under which benefits ceased to accrue effective July 1, 2003. As part of his separation agreement, he will be paid $3,441,000 in January 2008. He participated in a new SERP commencing July 1, 2003 but because Mr. Schmidt will terminate prior to becoming vested in this benefit he will receive a payment in lieu of this benefit as part of his separation agreement. This payment is reflected in column (i) of the Summary Compensation Table. Nielsen provided an accrual of $351,000 for Mr. Schmidt in 2006 to cover obligations under the SERP.

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Assumptions for present value of accumulated benefit

Present values at December 31, 2006 were calculated using an interest rate of 6.00%, an interest credit rate of 4.75% and the RP 2000 mortality table (projected to 2006). These assumptions are consistent with those used for the financial statements of the Nielsen Company’s retirement plans.

U.S. Retirement Plans

Effective August 31, 2006, the Company froze its U.S. qualified and non-qualified retirement plans. No participants may be added and no further benefits may accrue after this date. The retirement plans, as in existence immediately prior to the freeze, are described below.

We maintain a tax-qualified retirement plan, a cash-balance pension plan that covers eligible U.S. employees who have completed at least one year of service. Prior to the freeze, we added monthly basic and investment credits to each participant’s account. The basic credit equals 3% of a participant’s eligible monthly compensation. Participants became fully vested in their accrued benefits after the earlier of five years of service or when the participant reached normal retirement age (which is the later of age 65 or the fifth anniversary of the date the participant first became eligible to participate in the plan). Unmarried participants receive retirement benefits as a single-life annuity, and married participants receive retirement benefits as a qualified joint-and-survivor annuity. Participants can elect an alternate form of payment such as a straight-life annuity, a joint-and-survivor annuity, years certain-and-life income annuity or a level income annuity option. Lump sum payment of accrued benefits is only available if the benefits do not exceed $5,000. Payment of benefits begins at the later of the participant’s termination of employment with us or reaching age 40.

We also maintain a non-qualified retirement plan (the “Excess Plan”) for certain of our management and highly compensated employees. Prior to the freeze, the Excess Plan provided supplemental benefits to individuals whose benefits under the Cash Balance Plan are limited by the provisions of Section 415 and/or Section 401(a) (17) of the Code. The benefit payable to a participant under the Excess Plan is equal to the difference between the benefit actually paid under the Cash Balance Plan and the amount that would have been payable had the applicable Code limitations not applied. Although the Excess Plan is considered an unfunded plan and there is no current trust agreement for the plan, assets have been set aside in a “rabbi trust” fund. It is intended that benefits due under the Excess Plan will be paid from this rabbi trust or from the general assets of the Nielsen entity that employs the participants.

Pension Plans in the Netherlands

We maintain a defined benefit pension scheme in the Netherlands. Benefits under the pension scheme are based on a participant’s years of service and pensionable salary. The pensionable salary is the annual base salary including fixed allowances and holiday allowance less a threshold of approximately €16,500 over which no pension is accrued. The final pension amounts are determined based upon an annual pension accrual of: 1.75% of the pensionable salary up to €54,500 (amounts as per 1 July 2003); 1.5% of the pensionable salary between €54,500 and €109,000; and 1.25% of the pensionable salary exceeding €109,000. Matching employee contributions of 6%, 5.1% and 4.3% respectively are also required. The minimum age for participation in the pension scheme is 25 and the retirement age is 65.

Nonqualified Deferred Compensation Discussion

The Company offers a voluntary nonqualified deferred compensation plan in the United States which allows selected executives the opportunity to defer a significant portion of their base salary and incentive payments to a future date. Earnings on deferred amounts are determined with reference to designated mutual funds. There is no above market rate of return given to executives as defined by the SEC.

Name (a)	Executive Contributions in Last FY ($) (b)		Registrant Contributions in Last FY ($) (c)		Aggregate Earnings in Last FY ($) (d)		Aggregate Withdrawals/ Distributions ($) (e)			Aggregate Balance at Last FYE ($) (f)
Steven Schmidt	$	—	$	—	$	8,635	$	—		$	212,784
Susan Whiting	$	116,453	$	—	$	39,193	$	(445,353	)	$	340,725

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Potential Payments Upon Termination

Severance Benefits—Termination of Employment

In the event Mr. Calhoun’s employment is terminated during the employment term due to death, disability, by Nielsen without cause, by Mr. Calhoun for good reason or due to the Company’s non-extension of the Term (as those terms are defined in the employment agreement), Mr. Calhoun will be entitled to severance pay that includes (1) payment equal to two times the sum of (a) Mr. Calhoun’s base salary, plus (b) $2,000,000, paid in equal installments for the severance period; (2) a pro-rata portion of Mr. Calhoun’s bonus for the year of the termination; and (3) continued health and welfare benefits for Mr. Calhoun and his family members for the term of the severance. If Mr. Calhoun’s employment had been terminated without cause by the Company or for good reason by the executive on December 31, 2006, he would have received a total of $5,447,945 plus continued health and welfare benefits coverage for Mr. Calhoun and his family members for up to 2 years.

In the event Ms. Whiting’s employment is terminated by Nielsen without cause or by Ms. Whiting for good reason, Ms. Whiting will be entitled to severance pay that includes (1) payment equal to 2 times the sum of Ms. Whiting’s base salary plus (2) a pro-rata portion of Ms. Whiting’s bonus for the year of termination and (3) continued health and welfare benefits for Ms. Whiting and her family members for the term of the severance. If Ms. Whiting’s employment had been terminated without cause by the Company or for good reason by the executive on December 31, 2006, she would have received a total of $2,550,000 plus continued health and welfare benefits coverage for Ms. Whiting and her family members for up to 2 years.

On April 20, 2007, Nielsen entered into a separation agreement with Mr. Robert Ruijter, the former Chief Financial Officer of Nielsen and current Executive Board member and advisor to the Supervisory Board, who will resign effective September 30, 2007. The separation agreement includes the following payments, which are all denominated in Euros: a lump sum separation payment of €1,895,300 (of which €445,772 has already been paid) prorated annual incentive plan award of €312,904, prorated 2005-2007 long-term incentive of €2,237,405, pension payment distribution of €1,258,589 in the United States which will be grossed up at the appropriate marginal tax rate and €419,530 in the Netherlands, which will not be grossed up.

Restrictive Covenants

Pursuant to Mr. Calhoun’s employment agreement, he has agreed not to disclose any Company confidential information at any time during or after his employment with Nielsen. In addition, Mr. Calhoun has agreed that, for a period of two years following a termination of his employment with Nielsen, he will not solicit Nielsen’s employees or customers or materially interfere with any of Nielsen’s business relationships.

Pursuant to Ms. Whiting’s severance agreement, she has agreed not to disclose any Company confidential information at any time during or after her employment with Nielsen. In addition, Ms. Whiting has agreed that, for a period of two years following a termination of her employment with Nielsen, she will not solicit Nielsen’s employees or customers or materially interfere with any of Nielsen’s business relationships.

Termination Payments in 2006.

In 2006, Messrs. van den Bergh and Doppelt separated from the Company. Mr. van den Bergh was covered under agreements provided on March 17, 2000 and December 14, 2001. Under Mr. van den Bergh’s agreement, he received payments for notice representing 6 months of salary ($389,250), lump sum separation payment ($3,898,833), a prorated annual incentive plan award ($349,792), a prorated long-term incentive plan award ($879,108) and reimbursement for home purchase costs ($176,400). Mr. Doppelt received payments as provided for under his Termination Protection Agreement dated November 1, 2005 including a lump sum separation payment ($3,502,500), prorated annual incentive plan award ($430,137), prorated 2005-2006 long-term incentive ($465,068) and prorated 2006-2007 long-term incentive ($215,068). Both gentlemen received cash-out payments from their stock option and restricted stock unit awards under the same terms as other executives and employees discussed above in the narrative accompanying the table “Option Exercises and Stock Vested.”

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Director Compensation

Prior to the acquisition, the Company’s supervisory board was composed of seven members. It maintained an audit committee and a remuneration and nomination committee. In 2006, prior to the acquisition, annual compensation of the supervisory board was as follows:

Chairman of Supervisory Board	€  50,000
Vice-Chairman of Supervisory Board	€  45,000
Member of Supervisory Board	€  40,000
Chairman of Audit Committee	€  10,000
Member of Audit Committee	€    8,000
Member of Remuneration and Nomination Committee	€    5,000

In 2006, no stock options or shares were granted to supervisory board members and none of the members of the supervisory board accrued pension benefits.

Following the acquisition, a new supervisory board, currently consisting of 13 members, was elected. Ten of the 13 members are representatives of the Sponsors and receive no compensation for their services as board members. The other three members receive annual compensation as follows:

Chairman of Supervisory Board	€	60,000
Member of the Supervisory Board	€	40,000
Member of the Audit Committee	€	8,000

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The following table presents information regarding the compensation paid or accrued during 2006 to members of our supervisory board.

Name	Fees Earned or Paid in Cash as a Member of Supervisory Board (€)		Fees Earned or Paid in Cash as a Member of the Audit Committee (€)		Fees Earned or Paid in Cash as a Member of the Remuneration and Nomination Committee (€)	Stock Awards (€)	Option Awards (€)	Non-Equity Incentive Plan Compensation (€)	Change in Pension Value and Nonqualified Deferred Compensation Earnings	All Other Compensation (€)	Total (€)
Aad G. Jacobs1	€	25,000	€	4,000	—	—	—	—	—	—	€	29,000
Frank L.V. Meysman2		22,500		—	5,000	—	—	—	—	—		27,500
Joep L. Brentjens3		20,000		4,000	—	—	—	—	—	—		24,000
Rene Dahan4		20,000		—	5,000	—	—	—	—	—		25,000
Peter A.F.W. Elverding5		20,000		5,000	—	—	—	—	—	—		25,000
Anton van Rossum6		20,000		—	—	—	—	—	—			20,000
Gerald S. Hobbs7		40,000		4,000	—	—	—	—	—	—		44,000
Simon Brown8		—		—	—	—	—	—	—	—		—
Robert Reid9		—		—	—	—	—	—	—	—		—
Michael J. Connelly10		—		—	—	—	—	—	—	—		—
Eliot P.S. Merrill11		—		—	—	—	—	—	—	—		—
George R. Taylor12		—		—	—	—	—	—	—	—		—
Dudley G. Eustace13		30,000		—	—	—	—	—	—	—		30,000
Michael S. Chae14		—		—	—	—	—	—	—	—		—
Patrick Healy15		—		—	—	—	—	—	—	—		—
Iain Leigh16		—		—	—	—	—	—	—	—		—
Alexander Navab17		—		—	—	—	—	—	—	—		—
Scott Schoen18		—		—	—	—	—	—	—	—		—
James A. Attwood19		—		—	—	—	—	—	—	—		—
Richard J. Bressler20		—		—	—	—	—	—	—	—		—
Clive Hollick21		—		—	—	—	—	—	—	—		—
James A. Quella22		—		—	—	—	—	—	—	—		—
Daniel F. Akerson23		—		—	—	—	—	—	—	—		—
James Kilts24		—		—	—	—	—	—	—	—		—
Allan Holt25		—		—	—	—	—	—	—	—		—

(1) Former Chairman of the Supervisory Board and member of the Audit and Remuneration and Nomination Committees; resigned effective June 13, 2006.

(2) Former Vice-Chairman of the Supervisory Board and Chairman of the Remuneration and Nomination Committee; resigned effective June 13, 2006.

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(3) Former member of the Supervisory Board and member of the Audit Committee; resigned effective June 13, 2006.

(4) Former member of the Supervisory Board and member of the Remuneration and Nomination Committee; resigned effective June 13, 2006.

(5) Former member of the Supervisory Board and Chairman of the Audit Committee; resigned effective June 13, 2006.

(6) Former member of the Supervisory Board; resigned effective June 13, 2006.

(7) Current member of the Supervisory Board and member of the Audit Committee.

(8) Member of the Supervisory Board from June 13, 2006 to July 28, 2006.

(9) Member of the Supervisory Board from June 13, 2006 to July 28, 2006.

(10) Member of the Supervisory Board from June 13, 2006 to July 28, 2006.

(11) Member of the Supervisory Board from June 13, 2006 to July 28, 2006.

(12) Member of the Supervisory Board from June 13, 2006 to July 28, 2006.

(13) Chairman of the Supervisory Board since June 13, 2006.

(14) Member of the Supervisory Board since June 13, 2006.

(15) Member of the Supervisory Board since June 13, 2006.

(16) Member of the Supervisory Board since June 13, 2006.

(17) Member of the Supervisory Board since June 13, 2006.

(18) Member of the Supervisory Board since June 13, 2006.

(19) Member of the Supervisory Board since July 28, 2006.

(20) Member of the Supervisory Board since July 28, 2006.

(21) Member of the Supervisory Board since July 28, 2006.

(22) Member of the Supervisory Board since July 28, 2006.

(23) Member of the Supervisory Board from July 28, 2006 to November 23, 2006.

(24) Member of the Supervisory Board since November 23, 2006.

(25) Member of the Supervisory Board since November 23, 2006.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding beneficial ownership of Nielsen’s capital stock as of March 31, 2007 with respect to:

• each person or group of affiliated persons known by Nielsen to own beneficially more than 5% of the outstanding shares of any class of its capital stock, together with their addresses;

• each of Nielsen’s directors;

• each of Nielsen’s Named Officers; and

• all directors and nominees and executive officers as a group.

As of March 31, 2007, Valcon owned approximately 99.4% of Nielsen’s issued and outstanding share capital. Following the consummation of the statutory squeeze-out which is expected to be completed by the end of 2007, all of Nielsen’s issued and outstanding share capital will be held by Valcon. Investment funds associated with or designated by the Sponsors and the Co-Investors own shares of Nielsen indirectly through their holdings in Valcon Acquisition Holding (Luxembourg) S.A.R.L., a private limited company incorporated under the laws of Luxembourg (“Luxco”). Luxco indirectly owns shares of Nielsen through its holdings in Valcon Acquisition Holdings B.V., a private company with limited liability incorporated under the laws of The Netherlands (“Dutch Holdco”). Valcon, Nielsen’s parent, is a wholly owned subsidiary of Dutch Holdco. The information set forth in the table below with respect to the number and the percentage of shares beneficially owned by the investment funds associated with or designated by the Sponsors and the Co-Investors reflects the number of shares held by each such entity, respectively, in Luxco. The Named Officers own shares of Nielsen indirectly through their holdings in Dutch Holdco. The information set forth in the table below with respect to the number and percentage of shares beneficially owned by the Named Officers reflects the number of shares held by each such person, respectively, in Dutch Holdco.

	Number and Percent of Shares Beneficially Owned
	Number		Percent
AlpInvest Partners(1)	(1	)
The Blackstone Group(2)	(2	)
The Carlyle Group(3)	(3	)
Hellman & Friedman(4)	(4	)
Kohlberg Kravis Roberts & Co.(5)	(5	)
Thomas H. Lee Partners(6)	(6	)
Iain Leigh	—		—
James A. Quella	—		—
Michael S. Chae	—		—
Allan M. Holt	—		—
James M. Kilts	—		—
James A. Attwood, Jr.	—		—
Patrick Healy	—		—
Lord Clive Hollick	—		—
Alexander Navab	—		—
Scott A. Schoen	—		—
Richard J. Bressler	—		—
Dudley G. Eustace	—		—
Gerald S. Hobbs	—		—
David L. Calhoun(7)	2,350,000		*
Susan Whiting(8)	152,520		*
Robert A. Ruijter	—		—
Rob van den Bergh	—		—
Earl Doppelt	—		—
Steven Schmidt	—		—
All Directors and Named Officers as a Group (18 persons)	2,502,520		*

* less than 1%

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(1) Alpinvest Partners CS Investments 2006 C.V. (“Investments 2006”) beneficially owns 27,805 ordinary shares of Luxco (“Ordinary Shares”), 1,404,451 Convertible Preferred Equity Certificates of Luxco (”CPECs”), and 7,159,876 Yield Free Convertible Preferred Equity Certificates of Luxco (“ YCPECs”). The CPECs and the YCPECs are convertible into ordinary shares of Luxco at any time at the option of Luxco or at the option of the holders thereof. The general partner of Investments 2006 is AlpInvest Partners 2006 B.V., whose managing director is AlpInvest Partners N.V. (“AlpInvest NV”). AlpInvest NV, by virtue of the relationships described above, may be deemed to have voting or investment control with respect to the shares held by Investments 2006. AlpInvest NV disclaims beneficial ownership of such shares. AlpInvest Partners Later Stage Co-Investments IIA C.V beneficially owns 280 Ordinary Shares and 50,666 YFCPECs. AlpInvest Partners Later Stage Co-Investments Custodian IIA B.V. (“LS IIA BV”) holds the shares as a custodian for LS IIA CV. The general partner of LS IIA CV is AlpInvest Partners Later Stage Co-Investments Management IIA B.V., whose managing director is AlpInvest NV. AlpInvest NV, by virtue of the relationships described above, may be deemed to have voting or investment control with respect to the shares held by LS IIA BV. AlpInvest NV disclaims beneficial ownership of such shares. The address of each of the entities and persons identified in this footnote is Jachthavenweg 118, 1081 KJ Amsterdam, The Netherlands.

(2) Blackstone Capital Partners (Cayman) V LP beneficially owns 78,195 Ordinary Shares, 3,909,484 CPECs, and 20,071,555 YFCPECs. Blackstone Family Investment Partnership (Cayman) V LP beneficially owns 3,645 Ordinary Shares, 182,058 CPECs and 934,700 YFCPECs. Blackstone Family Investment Partnership (Cayman) V-A LP beneficially owns 345 Ordinary Shares, 17,599 CPECs and 90,359 YFCPECs. Blackstone Participation Partnership (Cayman) V LP beneficially owns 245 Ordinary Shares, 12,613 CPECs and 64,751 YFCPECs. The address of each of the entities and persons identified in this footnote is c/o Kohlberg Kravis Robers & Co. L.P., 9 West 57^th Street, New York, New York, 10019.

(3) Carlyle Partners IV Cayman, L.P. (“CP IV”) beneficially owns 64,970 Ordinary Shares, 3,248,636 CPECs and 16,678,721 YFCPECs. CP IV’s general partner is TC Group IV Cayman, L.P., whose general partner is CP IV GP, Ltd., which is wholly owned by TC Group Cayman, L.P. CPIV Coinvestment Cayman, L.P (“CPIV”) beneficially owns 2,620 Ordinary Shares; 131,202 CPECs and 673,599 YFCPECs. CPIV’s general partner is TC Group IV Cayman, L.P., whose general partner is CP IV GP, Ltd., which is wholly owned by TC Group Cayman, L.P. CEP II Participations Sarl SICAR (“CEP II P”) beneficially owns 14,840 Ordinary Shares; 741,916 CPECs and 3,809,044 YFCPECs. CEP II P is directly or indirectly owned by Carlyle Europe Partners II, L.P., whose general partner is CEP II GP, L.P., whose general partner is CEP II Limited, which is wholly owned by TC Group Cayman, L.P. The general partner of TC Group Cayman, L.P. is TCG Holdings Cayman, L.P. The general partner of TCG Holdings Cayman, L.P. is Carlyle Offshore Partners II Limited, a Cayman Islands exempted limited liability company. Carlyle Offshore Partners II Limited has ultimate investment and voting power over the shares held by the Carlyle entities. Carlyle Offshore Partners II Limited has 13 members with no member controlling more than 7.7% of the vote. The address of each of the entities and persons identified in this footnote is c/o The Carlyle Group, L.P., 520 Madison Avenue, New York, New York 10022.

(4) The Luxco shares shown as owned by Hellman & Friedman Investors V (Cayman), Ltd. are owned of record by (i) Hellman & Friedman Capital Partners V (Cayman), L.P., which owns 34,801 Ordinary Shares, 1,744,020 CPECs and 8,953,928 YFCPECs, (ii) Hellman & Friedman Capital Partners V (Cayman Parallel), L.P., which owns 4,874 Ordinary Shares, 239,535 CPECs and 1,229,794 YFCPECs, and (iii) Hellman & Friedman Capital Associates V (Cayman), L.P., which owns 10 Ordinary Shares, 992 CPECs and 5,086 YFCPECs. Hellman & Friedman Investors V (Cayman), Ltd. is the sole general partner of Hellman & Friedman Capital Associates V (Cayman), L.P. and Hellman & Friedman Investors V (Cayman), L.P. Hellman & Friedman Investors V (Cayman), L.P., in turn, is the sole general partner of each of Hellman & Friedman Capital Partners V (Cayman), L.P. and Hellman & Friedman Capital Partners V (Cayman Parallel), L.P. Hellman & Friedman Investors V (Cayman), Ltd. is owned and controlled by 11 shareholders, many of whom are individual Managing Directors of Hellman & Friedman LLC and none of whom own more than 9.9% of Hellman & Friedman Investors V (Cayman), Ltd. Hellman & Friedman Investors V

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(Cayman), Ltd. has formed a five-member investment committee (the “Investment Committee”) that serves at the discretion of the company’s Board of Directors and makes recommendations to the company. Each of the members of the Investment Committee and the shareholders of Hellman & Friedman Investors V (Cayman), Ltd. disclaim beneficial ownership of any Luxco shares beneficially owned by Hellman & Friedman Investors V (Cayman), Ltd. except to the extent of their pecuniary interest therein. Mr. Healy serves as a Managing Director of Hellman & Friedman LLC, an affiliate of Hellman & Friedman Investors V (Cayman), Ltd., is a 9.9% shareholder of Hellman & Friedman Investors V (Cayman), Ltd. and is a member of the Investment Committee. The address of Hellman & Friedman Capital Partners V (Cayman), Ltd. is c/o Walkers SPV Limited, Walker House, P.O. Box 908GT, Mary Street, Georgetown, Grand Cayman, Cayman Islands.

(5) KKR VNU (Millennium) Limited beneficially owns 69,946 Ordinary Shares, 3,501,771 CPECs and 17,906,688 YFCPECs. KKR Millennium Fund (Overseas), Limited Partnership beneficially owns 84 Ordinary Shares. KKR VNU Equity Investors, L.P. beneficially owns 13,655 Ordinary Shares, 681,777 CPECs and 3,580, 147 YFCPECs.

(6) THL Fund VI (Alternative) Corp. beneficially owns 25,526 Ordinary Shares, 1,281,111 CPECS and 6,503,301 YFCPECs. THL Parallel Fund VI (Alternative) Corp. beneficially owns 15,655 Ordinary Shares, 782,789 CPECs and 4,019,456 YFCPECs. THL DT Fund VI (Alternative) Corp. beneficially owns 4,060 Ordinary Shares, 203,106 CPECs and 1,042,906 YFCPECs. THL Coinvestment Partners, L.P. beneficially owns 240 Ordinary Shares, 12,003 CPECs and 61,635 YFCPECs. Putnam Investments Holdings, LLC beneficially owns 655 Ordinary Shares, 32,968 CPECs and 169,285 YFCPECs. Putnam Investments Employees’ Securities Company III LLC beneficially owns 235 Ordinary Shares, 11,771 CPECs and 60,442 YFCPECs. THL Fund V (Alternative) Corp. beneficially owns 17,695 Ordinary Shares, 898,125 CPECs and 4,611,685 YFCPECs. THL Parallel Fund V (Alternative) Corp. beneficially owns 4,660 Ordinary Shares, 233,025 CPECs and 1,196,535 YFCPECs. THL Cayman Fund (Alternative) Corp. beneficially owns 250 Ordinary Shares, 12,376 CPECs and 63,546 YFCPECs. Thomas H. Lee Investors, Limited Partnership beneficially owns 350 Ordinary Shares, 17,407 CPECs and 89,378 YFCPECs. Putnam Investments Employees’ Securities Company I LLC beneficially owns 120 Ordinary Shares, 6,105 CPECs and 31, 345 YFCPECs. Putnam Investments Employees’ Securities Company II LLC beneficially owns 110 Ordinary Shares, 5,450 CPECs and 27,981 YFCPECs. THL (Alternative) Fund V, LP beneficially owns 84 Ordinary Shares. The Equity Fund VI Investors (VNU), L.P. beneficially owns 12,415 Ordinary Shares, 619,983 CPECs and 3,254,705 YFCPECs. THL Equity Fund VI Investors (VNU) II, L.P. beneficially owns 180 Ordinary Shares, 8,854 CPECs and 46,483 YFCPECs. THL Equity Fund VI (VNU) III, L.P. beneficially owns 265 Ordinary Shares, 13,018 CPECs and 68,342 YFCPECs. THL Equity Fund VI Investors (VNU) IV, LLC beneficially owns 915 Ordinary Shares, 15, 658 CPECs and 239,811 YFCPECs. The address of each of the entities and persons identified in this footnote is                     .

(7) The address for Mr. Calhoun is c/o The Nielsen Company B.V., 770 Broadway, New York, NY 10003.

(8) The address for Ms. Whiting is c/o The Nielsen Company B.V., 770 Broadway, New York, NY 10003.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Shareholders’ Agreement

In connection with the Transactions, investment funds associated with or designated by the Sponsors acquired, indirectly, shares of Nielsen. On December 21, 2006, investment funds associated with or designated by the Sponsors and Valcon Acquisition Holding B.V., Valcon Acquisition Holding (Luxembourg) Sarl and Valcon entered into a shareholders’ agreement. The shareholders’ agreement contains agreements among the parties with respect to, among other matters, the election of the members of Nielsen’s supervisory board, restrictions on the issuance or transfer of securities (including tag-along rights, drag-along rights and public offering rights) and other special corporate governance provisions (including the right to approve various corporate actions and control committee composition). The shareholders agreement also provides for customary registration rights.

Investment Agreement

On November 6, 2006, Centerview Partners Holdings L.L.C. (“Centerview”), the investment funds associated with or designated by the Sponsors and Valcon Acquisition Holding B.V., Valcon Acquisition Holding (Luxembourg) Sarl and Valcon entered into an investment agreement. The investment agreement contains agreements among the parties with respect to, among other matters, the purchase by Centerview of approximately $50 million of new or existing securities issued by Valcon Acquisition Holding (Luxembourg) Sarl, the exercise of voting rights associated with the securities, the election of the members of the supervisory boards of Nielsen, Nielsen Finance Co. and Nielsen Finance LLC, restrictions on the transfer of securities and rights in connection with the sale or issuance of securities (including tag-along rights, drag-along rights and public offering rights).

Advisory Agreements

The Nielsen Company (US), Inc. is party to an advisory agreement with Valcon pursuant to which affiliates of the Sponsors provide management services on behalf of Valcon. Pursuant to such agreement Valcon receives a quarterly management fee equal to (i) $1.625 million per fiscal quarter for our fiscal year 2006 and (ii) for each fiscal year after 2006, an amount per fiscal quarter equal to 105% of the quarterly fee for the immediately preceding fiscal year, and reimbursement for reasonable travel and other out-of-pocket expenses incurred by Valcon and the affiliates of the Sponsors in connection with the provision of services under the advisory agreement. The advisory agreement also provides that Valcon may be entitled to receive fees in connection with certain financing, acquisition, disposition and change in control transactions based on terms and conditions customary for transactions of similar size and scope. The advisory agreement includes exculpation and indemnification provisions in favor of Valcon and the affiliates of the Sponsors. The advisory services referred to in the advisory agreement are provided by affiliates of the Sponsors and accordingly the fees received by Valcon that are described above are paid to such affiliates of the Sponsors under the terms of a similar advisory agreement among the affiliates of the Sponsors and Valcon.

ACN Holdings, Inc. is party to an advisory agreement with Valcon pursuant to which the affiliates of the Sponsors provide management services on behalf of Valcon. Pursuant to such agreement Valcon receives a quarterly management fee equal to (i) $0.875 million per fiscal quarter for our fiscal year 2006 and (ii) for each fiscal year after 2006, an amount per fiscal quarter equal to 105% of the quarterly fee for the immediately preceding fiscal year, and reimbursement for reasonable travel and other out-of-pocket expenses incurred by Valcon and the affiliates of the Sponsors in connection with the provision of services under the advisory agreement. The advisory agreement also provides that Valcon may be entitled to receive fees in connection with certain financing, acquisition, disposition and change in control transactions based on terms and conditions customary for transactions of similar size and scope. The advisory agreement includes customary exculpation and indemnification provisions in favor of Valcon and the affiliates of the Sponsors. The advisory services referred to in the advisory agreement are provided by the Sponsors and accordingly the fees received by Valcon

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that are described above are paid to such affiliates of the Sponsors under the terms of a similar advisory agreement among the affiliates of the Sponsors and Valcon.

For the period from May 24, 2006 to December 31, 2006, Nielsen recorded $6 million in selling, general and administrative expenses related to these management fees and $1 million related to Sponsor travel and consulting.

Transaction fees

In connection with the Transactions, Valcon paid the Sponsors $131 million in fees and expenses for financial and structuring advice and analysis as well as assistance with due diligence investigations and debt financing negotiations. These costs were allocated as debt issuance costs or included in the overall purchase price of Nielsen based on the specific nature of the services performed.

Scarborough Research

We and Scarborough Research, a joint venture with Arbitron, entered into various related party transactions in the ordinary course of business. We and our subsidiaries provide various services to Scarborough Research, including data collection, accounting, insurance administration, and the rental of real estate. We pay royalties to Scarborough Research for the right to include Scarborough Research data in our products sold directly to our customers. Additionally, we sell various Scarborough Research products directly to our clients, for which we receive a commission from Scarborough Research. The net cash payments from Scarborough Research to us as a result of these transactions were $12 million, $9 million, $11 million and $14 million for the periods ended May 24 to December 31, 2006 and January 1 to May 23, 2006 and for the years ended December 31, 2005 and 2004, respectively. Obligations between us and Scarborough Research are net settled in cash on a monthly basis in the ordinary course of business; at December 31, 2006, 2005 and 2004 the related amounts outstanding were not significant.

AGB Nielsen Media Research

Nielsen and its subsidiaries have entered into various related party transactions with AGB Nielsen Media Research, covering services to and from AGB Nielsen Media Research, including the licensing of the Nielsen trademark, software and databases, and certain administrative services. These related party transactions resulted in a net receivable of $12 million and $5 million at December 31, 2006 and 2005, respectively.

Loan to Former Chairman of the Executive Board

In March 2002, with the relocation to the United States of the former Chairman of the Executive Board and his family, the former Chairman of the Executive Board received a home mortgage loan from Nielsen in the amount of $4 million. The loan, which is denominated in U.S. Dollars, accrues interest at the rate of 6.0% per year and is collateralized by the home. Interest is due at the time that the loan is repaid, which can be no later than July 1, 2007. If at that time the value of the home is not sufficient to cover the amount of this loan plus accrued interest, Nielsen will absorb the difference plus any required income taxes that would be payable by the former Chairman. The carrying value of the loan receivable and accrued interest is $5 million, included in other current assets, and $5 million, included in non-current assets, at December 31, 2006 and 2005, respectively.

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DESCRIPTION OF OTHER INDEBTEDNESS

New Senior Secured Credit Facilities

General

Our new senior secured credit facilities provide for senior secured financing of up to $5,908 million, consisting of:

• a senior secured term loan facility in an aggregate principal amount of up to $5,220 million and (the “Term Facility”) with a maturity of seven years, most of which is denominated in U.S. Dollars, with the balance denominated in Euros; and

• a senior secured revolving credit facility in an aggregate principal amount of $688 million (the “Revolving Facility”) with a maturity of six years, including both a letter of credit sub-facility and a swingline loan sub-facility.

In addition, we may request one or more incremental term loan facilities and/or increase commitments under our Revolving Facility in an aggregate amount of up to $688 million, subject to certain conditions and receipt of commitments by existing or additional financial institutions or institutional lenders.

All borrowings under our Revolving Facility following the date the Term Facility is initially drawn are subject to the satisfaction of customary conditions, including the absence of a default and the accuracy of representations and warranties. Loans under our Revolving Facility are available in multiple currencies and to multiple borrowers.

Proceeds of the term loans and, if applicable, the revolving loans, together with other sources of funds described under “Use of Proceeds,” were used to repay existing debt and finance the Transactions. Proceeds of the revolving loans borrowed after the closing date of the Transactions, swingline loans and letters of credit are or will be used for working capital and general corporate purposes. See “Use of Proceeds.”

Interest and Fees

The interest rates per annum applicable to loans denominated in U.S. Dollars or Euros, other than swingline loans, under our new senior secured credit facilities are, at our option, equal to either an alternate base rate (in the case of U.S. Dollar loans) or an adjusted EURIBOR rate for a one-, two-, three or six-month interest period, or a nine- or twelve-month period, if agreed to by our lenders, in each case, plus an applicable margin. The alternate base rate is determined by reference to the greater of (1) Citigroup’s Prime Rate and (2) the overnight Federal Funds as published by the Federal Reserve Bank of New York, plus 0.5%. The Adjusted EURIBOR rate is determined by reference to settlement rates established for deposits in the applicable currencies in the London interbank market for a period equal to the interest period of the loan and the maximum reserve percentages established by banking regulations to which our lenders are subject. Interest rates on loans denominated in other currencies is based on rates common for such currencies plus an applicable margin.

Swingline loans denominated in U.S. Dollars bear interest at the interest rate applicable to alternate base rate revolving loans. Swingline loans denominated in Euros bear interest at a EURIBOR rate plus an applicable margin.

In addition, on the last day of each calendar quarter we are required to pay each lender (i) a commitment fee in respect of any unused commitments under the Revolving Facility and (ii) a letter of credit fee in respect of the aggregate face amount of outstanding letters of credit under the Revolving Facility.

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Prepayments

Subject to exceptions, our new senior secured credit facilities require mandatory prepayments of term loans in amounts equal to:

• 50% (as may be reduced based on our ratio of consolidated total net debt to consolidated EBITDA) of our annual excess cash flow (as defined in the credit agreement governing our new senior secured credit facilities);

• except as set forth below, 100% (as may be reduced based on our ratio of consolidated total net debt to consolidated EBITDA) of the net cash proceeds of all non-ordinary course asset sales or other dispositions of property, subject to reinvestment rights and certain other exceptions;

• (x) 100% of the net cash proceeds of the sale, in whole or in part from time to time, of BME that, when applied to repay term loans, would not change our ratio of consolidated total net debt to consolidated EBITDA and (y) 50% of any remaining amount of such net cash proceeds from such sale of BME; and

• 100% of the net cash proceeds from certain incurrences of debt.

Amortization of Principal

Our new senior secured credit facilities require scheduled quarterly payments on the term loans each equal to 0.25% of the original principal amount of the term loans for the first six years and three quarters, with the balance paid at maturity.

Collateral and Guarantors

Our new senior secured credit facilities are guaranteed by Nielsen, VNU Intermediate Holding B.V., VNU Holding and Finance B.V., VNU International B.V., VNU Holdings B.V., ACN Holdings, Inc., VNU Services B.V. and The Nielsen Company (US), Inc., and certain of their material existing and subsequently acquired or organized wholly owned subsidiaries (other than non U.S. subsidiaries of ACN Holdings, Inc., The Nielsen Company (US), Inc. or other U.S. subsidiaries), and is secured by substantially all of the existing and future property and assets (other than cash) of our U.S. subsidiaries and by a pledge of the capital stock of the guarantors specified above, the capital stock of our U.S. subsidiaries and the guarantors and up to 65% of the capital stock of certain of our non U.S. subsidiaries.

Restrictive Covenants and Other Matters

Our new senior secured credit facilities require that we, after an initial grace period, comply on a quarterly basis with a maximum consolidated leverage ratio test and minimum interest coverage ratio test. In addition, our new senior secured credit facilities include negative covenants, subject to significant exceptions, restricting or limiting our ability and the ability of certain of our subsidiaries to, among other things:

• incur, assume or permit to exist additional indebtedness or guarantees;

• incur liens and engage in sale and leaseback transactions;

• make certain loans and investments;

• declare dividends, make payments or redeem or repurchase capital stock;

• engage in mergers, acquisitions and other business combinations;

• prepay, redeem or purchase certain indebtedness, including the notes;

• amend or otherwise alter terms of certain indebtedness, including the notes;

• sell certain assets;

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• transact with affiliates;

• enter into agreements limiting subsidiary distributions; and

• alter the business that we conduct.

Nielsen is not bound by any financial or negative covenants contained in the credit agreement.

The new senior secured credit facilities also contain certain customary affirmative covenants and events of default.

New Senior Discount Notes due 2016

In connection with the Transactions, Nielsen issued €343 million aggregate principal amount at maturity of 11 ¹/8% Senior Discount Notes due 2016. No interest shall be payable on the Nielsen Senior Discount Notes until August 1, 2011. After August 1, 2011 interest shall be payable on the Nielsen Senior Discount Notes at a rate of 11 ¹/8% per annum. The Nielsen Senior Discount Notes contain a covenant that generally restricts the creation of security over indebtedness with a principal amount greater than €15 million, a maturity greater than twelve months and which are in the form of securities that are or are intended to be listed on a stock market. The Nielsen Senior Discount Notes contain customary events of default, including non payment of principal, interest or fees and cross default to other indebtedness of Nielsen or certain material subsidiaries, insolvency or bankruptcy of Nielsen or certain material subsidiaries.

Euro Medium Term Note Program

We have a Euro Medium Term Note (“EMTN”) program in place. All debenture loans and most private placements are quoted on the Luxembourg Stock Exchange. At December 31, 2006 and 2005, amounts with carrying values of $706 million and $854 million, respectively, of the program amount were issued under the EMTN program. There are no additional amounts available for borrowing under this program as of December 31, 2006. Upon consummation of the Transactions, €518 million ($685 million) remained outstanding under this program. The securities issued under the program contain covenants which generally restrict the creation of security over indebtedness with a principal amount greater than €15 million, a maturity greater than twelve months and which are in the form of securities that are or are intended to be listed on a stock market. As of December 31, 2006 the following are the amounts of the medium term notes that remain outstanding under the EMTN program:

Outstanding Nielsen Euro Medium Term Note Program Securities
Amount	Interest Rate		Maturity
¥4,000,000,000	2.50	%	2011
€30,000,000	6.75	%	2012
€25,000,000	Floating		2012
€25,000,000	Floating		2012
€50,000,000	Floating		2010
£250,000,000	5.625	%	2010/2017

In 2003, a £250 million debenture loan was issued under the EMTN program. After seven years, the interest rate on the debenture loan will be reset for the remaining seven years to 5.50% plus the then applicable market credit spread for us. As a feature of the loan, after the seven years, we had a right to acquire the debentures from the holders at par. At the issuance date of the loan, we have assigned this right to two investment banks. If the acquisition right is exercised, the interest rate will be reset as aforementioned. If the acquisition right is not exercised, we will redeem the debenture loan at par.

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DESCRIPTION OF SENIOR NOTES

General

Certain terms used in this description are defined under the subheading “Certain Definitions.” In this description, (i) the term “Issuers” refers to Nielsen Finance LLC and Nielsen Finance Co., and (ii) the terms “we,” “our” and “us” each refer to the Covenant Parties and their consolidated Subsidiaries.

The Issuers issued the old notes under an indenture dated August 9, 2006 (the “Indenture”) among the Issuers, the Guarantors and Law Debenture Trust Company of New York, as trustee (the “Trustee”). Except as set forth herein, the terms of the exchange notes will be substantially identical and include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act. The Senior Dollar Notes and the Senior Euro Notes are separate series of notes but will be treated as a single class of securities under the Indenture, except as otherwise stated herein. As a result, among other things, holders of each series of exchange notes will not have separate and independent rights to give notice of a Default or to direct the Trustee to exercise remedies in the event of a Default or otherwise.

The following description is only a summary of the material provisions of the Indenture and Registration Rights Agreement and does not purport to be complete and is qualified in its entirety by reference to the provisions of those agreements, including the definitions therein of certain terms used below. We urge you to read the Indenture and the Registration Rights Agreement because those agreements, not this description, define your rights as Holders of the exchange notes. You may request copies of the Indenture and Registration Rights Agreement at our address set forth under the heading “Prospectus Summary.”

Brief Description of Senior Notes

The old notes are, and the exchange notes will be:

• unsecured senior obligations of the Issuers;

• pari passu in right of payment with all existing and future Senior Indebtedness (including the Senior Credit Facilities) of the Issuers;

• effectively subordinated to all secured Indebtedness of the Issuers (including the Senior Credit Facilities);

• senior in right of payment to any future Subordinated Indebtedness (including the Senior Subordinated Discount Notes) of the Issuers; and

• initially guaranteed on a senior unsecured basis by each of the Foreign Parents and Restricted Subsidiaries that guarantee the Senior Credit Facilities.

Guarantees

The Guarantors, as primary obligors and not merely as sureties, will initially jointly and severally irrevocably and unconditionally guarantee, on an unsecured senior basis, the performance and full and punctual payment when due, whether at maturity, by acceleration or otherwise, of all obligations of the Issuers under the Indenture, the old notes and the exchange notes, whether for payment of principal of or interest on or Additional Interest in respect of the Senior Notes, expenses, indemnification or otherwise, on the terms set forth in the Indenture by executing the Indenture.

The Foreign Parents and Restricted Subsidiaries that guarantee the Senior Credit Facilities guarantee the notes. Each of the Guarantees of the notes will be a general unsecured obligation of each Guarantor, will be pari passu in right of payment with all existing and future Senior Indebtedness of each such entity, and will be

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effectively subordinated to all secured Indebtedness of each such entity and will be senior in right of payment to all existing and future Subordinated Indebtedness (including the Senior Subordinated Discount Notes) of each such entity. The notes will be structurally subordinated to Indebtedness of Restricted Subsidiaries of the Covenant Parties that do not Guarantee the notes.

Not all of the Restricted Subsidiaries Guarantee the notes. In the event of a bankruptcy, liquidation or reorganization of any of these non-guarantor Subsidiaries, the non-guarantor Subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute or contribute, as the case may be, any of their assets to a Guarantor. None of (a) the Foreign Subsidiaries of Domestic Subsidiaries, (b) non-Wholly Owned Subsidiaries of the Covenant Parties or any Receivables Subsidiary and (c) certain other Foreign Subsidiaries not required to guarantee the Senior Credit Facilities guarantee the Senior Notes. The non-guarantor Subsidiaries, accounted for approximately $699 million, or 43%, of our total revenue and approximately $16 million, or 28%, of our operating income for the Predecessor period (January 1, 2006 through May 23, 2006) and accounted for approximately $1,142 million, or 45%, of our total revenue and approximately $75 million, or 69%, of our operating income, and approximately $6,710 million or 42% of our total assets for the Successor period (May 24, 2006 through December 31, 2006).

The obligations of each Guarantor under its Guarantees is be limited as necessary to prevent the Guarantees from constituting a fraudulent conveyance under applicable law.

Any entity that makes a payment under its Guarantee is be entitled upon payment in full of all guaranteed obligations under the Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP.

If a Guarantee was rendered voidable, it could be subordinated by a court to all other indebtedness (including guarantees and other contingent liabilities) of the Guarantor, and, depending on the amount of such indebtedness, a Guarantor’s liability on its Guarantee could be reduced to zero. See “Risk Factors—Risks Related to the Notes—Federal and state fraudulent transfer laws may permit a court to void the guarantees, and, if that occurs, you may not receive any payment on the notes.”

A Guarantee by a Guarantor shall provide by its terms that it shall be automatically and unconditionally released and discharged upon:

(1)(a) any sale, exchange or transfer (by merger or otherwise) of (i) the Capital Stock of such Guarantor (other than VNUHF) (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary or a Subsidiary of a Guarantor or (ii) all or substantially all the assets of such Guarantor (other than VNUHF) which sale, exchange or transfer is made in a manner not in violation of the applicable provisions of the Indenture;

(b) the release or discharge of the guarantee by such Guarantor (other than VNUHF) of the Senior Credit Facilities or the guarantee which resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee;

(c) the proper designation of any Restricted Subsidiary that is a Guarantor (other than VNUHF) as an Unrestricted Subsidiary; or

(d) the Issuers exercising their legal defeasance option or covenant defeasance option as described under “Legal Defeasance and Covenant Defeasance” or the Issuers’ obligations under the Indenture being discharged in a manner not in violation of the terms of the Indenture; and

(2) such Guarantor delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction have been complied with.

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Ranking

The payment of the principal of, premium, if any, and interest on the notes and the payment of any Guarantee will rank pari passu in right of payment to all Senior Indebtedness of the Issuers or the relevant Guarantor, as the case may be, including the obligations of the Issuers and such Guarantor under the Senior Credit Facilities.

The notes will be effectively subordinated to all of the existing and future Secured Indebtedness of each Issuer and each Guarantor to the extent of the value of the assets securing such Indebtedness. As of December 31, 2006, the Issuers and the Guarantors had $5,390 million of Secured Indebtedness (of which $5,220 million was secured Indebtedness under the Senior Credit Facilities). In addition, as of December 31, 2006, the non-Guarantor Subsidiaries had $1,178 million of liabilities that were structurally senior to the notes.

Although the Indenture will contain limitations on the amount of additional Indebtedness that the Issuers and the Guarantors may incur, under certain circumstances the amount of such Indebtedness could be substantial and, in any case, such Indebtedness may be Senior Indebtedness. See “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.”

Paying Agent and Registrar for the Senior Notes

The Issuers will maintain one or more paying agents for the notes in the Borough of Manhattan, City of New York, in respect of the Senior Dollar Notes, and in Luxembourg in respect of the Senior Euro Notes. The initial paying agent for the Senior Dollar Notes will be Deutsche Bank Trust Company Americas. The principal paying agent for the Senior Euro Notes will be Deutsche Bank AG, London Branch and the paying agent and transfer agent in Luxembourg will be Deutsche Bank Luxembourg, S.A.

The Issuers will also maintain a registrar with offices in the Borough of Manhattan, City of New York in respect of the Senior Dollar Notes, and shall maintain co registrars in London, United Kingdom and in Luxembourg in respect of the Senior Euro Notes. If the issuers fail to appoint a registrar the Trustee will act as such. The registrar will maintain a register reflecting ownership of the notes outstanding from time to time and will make payments on and facilitate transfer of notes on behalf of the Issuers.

The Issuers may change the paying agents or the registrars without prior notice to the Holders. The Issuers, a Restricted Subsidiary or any Subsidiaries of a Restricted Subsidiary may act as a paying agent or registrar.

Transfer and Exchange

A Holder may transfer or exchange notes in accordance with the Indenture. The registrar and the Trustee may require a Holder to furnish appropriate endorsements and transfer documents in connection with a transfer of notes. Holders will be required to pay all taxes due on transfer. The Issuers are not required to transfer or exchange any note selected for redemption. Also, the Issuers are not required to transfer or exchange any note for a period of 15 days before a selection of Senior Notes to be redeemed.

Principal, Maturity and Interest

The Issuers will issue $650,000,000 in an aggregate principal amount of Senior Dollar Notes and €150,000,000 in an aggregate principal amount of Senior Euro Notes in this exchange offer. The Senior Notes will mature on August 1, 2014. Subject to compliance with the covenant described below under the caption “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” the Issuers may issue additional Senior Dollar Notes and additional Senior Euro Notes from time to time after this offering under the Indenture (“Additional Senior Notes”). Each of (i) the Senior Dollar Notes offered by the Issuers and any Additional Senior Dollar Notes subsequently issued under the Indenture and (ii) the Senior

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Euro Notes offered by the Issuers and any Additional Senior Euro Notes subsequently issued under the Indenture will be treated as a single class for all purposes under the Indenture, including waivers, amendments, redemptions and offers to purchase. Unless the context requires otherwise, references to “Senior Notes” for all purposes of the Indenture and this “Description of Senior Notes” include any Additional Senior Notes that are actually issued.

Interest will accrue on the notes at the rate per annum shown on the front cover of this prospectus from the Issue Date, or from the most recent date to which interest has been paid or provided for. Interest will be payable semiannually using a 360-day year comprised of twelve 30-day months in cash to Holders of record at the close of business on the January 15 or July 15 immediately preceding the interest payment date, on February 1 and August 1 of each year, commencing February 1, 2007.

Additional Interest

Additional Interest may accrue on the notes in certain circumstances pursuant to the Registration Rights Agreement. All references in the Indenture, in any context, to any interest or other amount payable on or with respect to the notes shall be deemed to include any Additional Interest pursuant to the Registration Rights Agreement. Principal of, premium, if any, and interest on the notes will be payable, with respect to the Senior Dollar Notes, at the office or agency of the Issuers maintained for such purpose within the City and State of New York and with respect to the Senior Euro Notes, at the office or agency of the Issuers maintained for such purpose within Luxembourg or, at the option of the Issuers, payment of interest may be made by check mailed to the Holders of the notes at their respective addresses set forth in the register of Holders; provided that all payments of principal, premium, if any, and interest with respect to the Senior Dollar Notes represented by one or more global notes registered in the name of or held by DTC or its nominee and with respect to the Senior Euro Notes represented by one or more global notes registered in the name of or held by Euroclear or Clearstream or their nominee, in each case will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Until otherwise designated by the Issuers, the Issuers’ office or agency in New York and Luxembourg will be the office of the Trustee maintained for such purpose.

Mandatory Redemption; Offers to Purchase; Open Market Purchases

The Issuers are not required to make any mandatory redemption or sinking fund payments with respect to the notes. However, under certain circumstances, the Issuers may be required to offer to purchase notes as described under the caption “Repurchase at the Option of Holders.” We may at any time and from time to time purchase notes in the open market or otherwise.

Optional Redemption

Except as set forth below, the Issuers will not be entitled to redeem the notes at its option prior to August 1, 2010.

At any time prior to August 1, 2010 the Issuers may redeem all or a part of the Senior Dollar Notes and/or Senior Euro Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first class mail to the registered address of each Holder, at a redemption price equal to 100% of the principal amount of notes redeemed plus the Applicable Premium as of the date of redemption (the “Redemption Date”), and, without duplication, accrued and unpaid interest and Additional Interest, if any, to the Redemption Date, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date.

On and after August 1, 2010 the Issuers may redeem the Senior Dollar Notes and/or Senior Euro Notes, in whole or in part, upon notice as described under the heading “Repurchase at the Option of Holders—Selection and Notice” at the redemption prices (expressed as percentages of principal amount of the notes to be redeemed) set forth below, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable

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Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve month period beginning on August 1 of each of the years indicated below:

Year	Senior Dollar Notes Percentage		Senior Euro Notes Percentage
2010	105.000	%	104.500	%
2011	102.500	%	102.250	%
2012 and thereafter	100.000	%	100.000	%

In addition, until August 1, 2009, the Issuers may, at their option, redeem up to 35% of the aggregate principal amount of Senior Dollar Notes and/or Senior Euro Notes issued by it at a redemption price equal to 110.000% of the aggregate principal amount thereof in the case of Senior Dollar Notes and 109.000% of the aggregate principal amount thereof in the case of Senior Euro Notes, in each case plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, with the net cash proceeds of (a) one or more Equity Offerings and /or (b) one or more sales of a business unit of Nielsen, in each case to the extent such net cash proceeds are received by or contributed to a Covenant Party or a Restricted Subsidiary of a Covenant Party; provided that at least 50% of (i) the sum of the aggregate principal amount of Senior Dollar Notes originally issued under the Indenture and any Additional Senior Dollar Notes issued under the Indenture after the Issue Date and (ii) the sum of the aggregate principal amount of Senior Euro Notes originally issued under the Indenture and any Additional Senior Euro Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 90 days of the date of closing of each such Equity Offering or sale.

Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering.

The Trustee shall select the notes to be purchased in the manner described under “Repurchase at the Option of Holders—Selection and Notice.”

Repurchase at the Option of Holders

Change of Control

The notes will provide that if a Change of Control occurs, unless the Issuers have previously or concurrently mailed a redemption notice with respect to all the outstanding notes as described under “Optional Redemption,” the Issuers will make an offer to purchase all of the notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, subject to the right of Holders of the notes of record on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the Issuers will send notice of such Change of Control Offer by first class mail, with a copy to the Trustee, to each Holder of notes to the address of such Holder appearing in the security register with a copy to the Trustee, with the following information:

(1) that a Change of Control Offer is being made pursuant to the covenant entitled “Change of Control,” and that all notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuers;

(2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);

(3) that any note not properly tendered will remain outstanding and continue to accrue interest;

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(4) that unless the Issuers default in the payment of the Change of Control Payment, all notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;

(5) that Holders electing to have any notes purchased pursuant to a Change of Control Offer will be required to surrender such notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

(6) that Holders will be entitled to withdraw their tendered notes and their election to require the Issuers to purchase such notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control notice, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder of the notes, the principal amount of notes tendered for purchase, and a statement that such Holder is withdrawing its tendered notes and its election to have such notes purchased;

(7) that if the Issuers are redeeming less than all of the notes, the Holders of the remaining notes will be issued new notes and such new notes will be equal in principal amount to the unpurchased portion of the notes surrendered. The unpurchased portion of the notes must be equal to a minimum of $2,000 or €2,000, as applicable, or an integral multiple of $1,000 or €1,000, as applicable, in each case in principal amount; and

(8) the other instructions, as determined by the Issuers, consistent with the covenant described hereunder, that a Holder must follow.

The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in the Indenture by virtue thereof.

On the Change of Control Payment Date, the Issuers will, to the extent permitted by law,

(1) accept for payment all notes issued by them or portions thereof properly tendered pursuant to the Change of Control Offer,

(2) deposit with the paying agent an amount equal to the aggregate Change of Control Payment in respect of all notes or portions thereof so tendered, and

(3) deliver, or cause to be delivered, to the Trustee for cancellation the notes so accepted together with an Officer’s Certificate to the Trustee stating that such notes or portions thereof have been tendered to and purchased by the Issuers.

The Senior Credit Facilities and future credit agreements or other agreements relating to Senior Indebtedness to which the Covenant Parties become a party may provide that certain change of control events with respect to the Covenant Parties would constitute a default thereunder (including a Change of Control under the Indenture). If we experience a change of control that triggers a default under our Senior Credit Facilities, we could seek a waiver of such default or seek to refinance our Senior Credit Facilities. In the event we do not obtain such a waiver or refinance the Senior Credit Facilities, such default could result in amounts outstanding under our Senior Credit Facilities being declared due and payable and cause a Receivables Facility to be wound-down.

Our ability to pay cash to the Holders of notes following the occurrence of a Change of Control may be limited by our then-existing financial resources. Therefore, sufficient funds may not be available when necessary to make any required repurchases.

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The Change of Control purchase feature of the notes may in certain circumstances make more difficult or discourage a sale or takeover of us and, thus, the removal of incumbent management. The Change of Control purchase feature is a result of negotiations between the Initial Purchasers and us. After the Issue Date, we have no present intention to engage in a transaction involving a Change of Control, although it is possible that we could decide to do so in the future. Subject to the limitations discussed below, we could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the Indenture, but that could increase the amount of indebtedness outstanding at such time or otherwise affect our capital structure or credit ratings. Restrictions on our ability to incur additional Indebtedness are contained in the covenants described under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” and “Certain Covenants—Liens.” Such restrictions in the Indenture can be waived only with the consent of the Holders of a majority in principal amount of the notes then outstanding. Except for the limitations contained in such covenants, however, the Indenture will not contain any covenants or provisions that may afford Holders of the notes protection in the event of a highly leveraged transaction.

We will not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by us and purchases all notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.

The definition of “Change of Control” includes a disposition of all or substantially all of the assets of the Covenant Parties and their Restricted Subsidiaries to any Person. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve a disposition of “all or substantially all” of the assets of the Covenant Parties and their Restricted Subsidiaries. As a result, it may be unclear as to whether a Change of Control has occurred and whether a Holder of notes may require the Issuers to make an offer to repurchase the notes as described above.

The provisions under the Indenture relative to the Issuers’ obligation to make an offer to repurchase the notes as a result of a Change of Control may be waived or modified with the written consent of the Holders of a majority in principal amount of the notes.

Asset Sales

The Indenture will provide that the Covenant Parties will not, and will not permit any of the Restricted Subsidiaries to, cause, make or suffer to exist an Asset Sale, unless:

(1) a Covenant Party or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Issuers) of the assets sold or otherwise disposed of; and

(2) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by a Covenant Party or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of:

(a) any liabilities (as shown on such Covenant Party’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of a Covenant Party or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the notes, that are assumed by the transferee of any such assets and for which the Covenant Parties and all of the Restricted Subsidiaries have been validly released by all creditors in writing,

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(b) any securities received by such Covenant Party or such Restricted Subsidiary from such transferee that are converted by such Covenant Party or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale, and

(c) any Designated Non-cash Consideration received by such Covenant Party or such Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed 5.0% of Total Assets at the time of the receipt of such Designated Non-cash Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value,

shall be deemed to be cash for purposes of this provision and for no other purpose.

Within 15 months after the receipt of any Net Proceeds of any Asset Sale, such Covenant Party or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale,

(1) to permanently reduce:

(a) Obligations under the Senior Credit Facilities and to correspondingly reduce commitments with respect thereto;

(b) Obligations under the Senior Indebtedness that is secured by a Lien, which Lien is permitted by the Indenture, and to correspondingly reduce commitments with respect thereto;

(c) Obligations under (i) notes (to the extent such purchases are at or above 100% of the principal amount thereof) or (ii) any other Senior Indebtedness of an Issuer or a Restricted Guarantor (and to correspondingly reduce commitments with respect thereto); provided that the Issuers shall equally and ratably reduce Obligations under the notes as provided under “Optional Redemption,” through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders of notes to purchase their notes at 100% of the principal amount thereof, plus, in the case of each of clauses (i) and (ii), the amount of accrued but unpaid interest, if any, on the amount of notes that would otherwise be prepaid,

(d) Indebtedness of a Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to a Covenant Party or another Restricted Subsidiary, or

(e) Obligations under Subordinated Indebtedness in an aggregate principal amount not to exceed the Asset Sale Prepayment Amount; or

(2) to make (a) an Investment in any one or more businesses, provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in a Covenant Party or Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) properties, (c) capital expenditures or (d) acquisitions of other assets that, in the case of each of (a), (b), (c) and (d) are either (x) used or useful in a Similar Business or (y) replace the businesses, properties and/or assets that are the subject of such Asset Sale;

provided that, in the case of clause (2) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as the Covenant Party, or such other Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, such Covenant Party or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination; provided further that if any Second Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds. Notwithstanding anything to the contrary, any

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Net Proceeds from the sale, transfer, conveyance or other disposal of all or substantially all of the assets of ACN and its Subsidiaries that are Restricted Subsidiaries to the extent otherwise permitted under the Indenture, will be applied in accordance with this paragraph within 12 months after receipt of such Net Proceeds, and the proviso to the previous sentence with respect to Acceptable Commitments and Second Commitments will not be applicable to the application of such Net Proceeds.

Any Net Proceeds from the Asset Sale that are not invested or applied as provided and within the time period set forth in the first sentence of the preceding paragraph will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $100.0 million, the Issuers shall make an offer to all Holders of the notes and, if required by the terms of any Indebtedness that is pari passu with the notes (“Pari Passu Indebtedness”), to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount of the notes and such Pari Passu Indebtedness that is a minimum of $2,000 or €2,000, as applicable, or an integral multiple of $1,000 or €1,000, as applicable (in each case in aggregate principal amount), that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. The Issuers will commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $100.0 million by mailing the notice required pursuant to the terms of the Indenture, with a copy to the Trustee.

To the extent that the aggregate principal amount of notes and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuers may use any remaining Excess Proceeds for general corporate purposes, subject to the other covenants contained in the Indenture. If the aggregate principal amount of notes and the Pari Passu Indebtedness surrendered in an Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the notes and such Pari Passu Indebtedness to be purchased on a pro rata basis based on the principal amount of the notes and such Pari Passu Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

Pending the final application of any Net Proceeds pursuant to this covenant, the holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Proceeds in any manner not prohibited by the Indenture.

The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in the Indenture by virtue thereof.

Selection and Notice

If the Issuers are redeeming less than all of the Senior Dollar Notes and /or Senior Euro Notes at any time, the Trustee will select the notes of such series to be redeemed (a) if such series of notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which such series of notes are listed or (b) on a pro rata basis to the extent practicable.

Notices of purchase or redemption shall be mailed by first class mail, postage prepaid, at least 30 but not more than 60 days before the purchase or redemption date to each Holder of notes at such Holder’s registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the notes or a satisfaction and discharge of the Indenture. If any Senior Note is to be purchased or redeemed in part only, any notice of purchase or redemption that relates to such Senior Note shall state the portion of the principal amount thereof that has been or is to be purchased or redeemed.

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The Issuers will issue a new Senior Note in a principal amount equal to the unredeemed portion of the original Senior Note in the name of the Holder upon cancellation of the original note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on notes or portions of them called for redemption.

Certain Covenants

Set forth below are summaries of certain covenants that will be contained in the Indenture. Beginning on the day of a Covenant Suspension Event and ending on a Reversion Date (such period a “Suspension Period”) with respect to the notes, the covenants specifically listed under the following captions in the “Description of Senior Notes” will not be applicable to the notes:

(1) “Repurchase at the Option of Holders—Asset Sales”;

(2) “—Limitation on Restricted Payments”;

(3) “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;

(4) clause (4) of the first paragraph of “—Merger, Consolidation or Sale of All or Substantially All Assets”;

(5) “—Transactions with Affiliates”;

(6) “—Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries”; and

(7) “—Limitation on Guarantees of Indebtedness by Restricted Subsidiaries.”

On each Reversion Date, all Indebtedness Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified as having been Incurred or issued pursuant to the first paragraph of “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” below or one of the clauses set forth in the second paragraph of “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” below (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be Incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to the first or second paragraph of “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (3) of the second paragraph under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.” Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under “—Limitation on Restricted Payments” will be made as though the covenant described under “—Limitation on Restricted Payments” had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under the second paragraph of “—Limitation on Restricted Payments.” As described above, however, no Default or Event of Default will be deemed to have occurred on the Reversion Date as a result of any actions taken by the Issuer or its Restricted Subsidiaries during the Suspension Period.

For purposes of the “Repurchase at the Option of Holders—Asset Sales” covenant, on the Reversion Date, the unutilized Excess Proceeds amount will be reset to zero.

In addition, during any period of time that: (i) the notes have Investment Grade Ratings from both Rating Agencies and (ii) no Default has occurred and is continuing under the Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Covenant Parties and the Restricted Subsidiaries will not be subject to the covenant described under “Repurchase at the Option of Holders—Change of Control” (the “Suspended Covenant”). In the event that the

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Covenant Parties and the Restricted Subsidiaries are not subject to the Suspended Covenant under the Indenture

for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies (a) withdraw their Investment Grade Rating or downgrade the rating assigned to the notes below an Investment Grade Rating and/or (b) the Issuers or any of their Affiliates enter into an agreement to effect a transaction that would result in a Change of Control and one or more of the Rating Agencies indicate that if consummated, such transaction (alone or together with any related recapitalization or refinancing transactions) would cause such Rating Agency to withdraw its Investment Grade Rating or downgrade the ratings assigned to the notes below an Investment Grade Rating, then the Covenant Parties and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenant under the Indenture with respect to future events, including, without limitation, a proposed transaction described in clause (b) above.

There can be no assurance that the notes will ever achieve or maintain Investment Grade Ratings.

Limitation on Restricted Payments

The Covenant Parties will not, and will not permit any Restricted Subsidiary to, directly or indirectly:

(I) declare or pay any dividend or make any payment or distribution on account of any Covenant Parties’ or any Restricted Subsidiaries’ Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation other than:

(a) dividends or distributions payable solely in Equity Interests (other than Disqualified Stock) of a Covenant Party or a Restricted Subsidiary; or

(b) dividends or distributions by a Covenant Party (other than VNUHF) or a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Covenant Party (other than VNUHF) or such Restricted Subsidiary, a Covenant Party or another Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities;

(II) purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of VNUHF or any direct or indirect parent of VNUHF, including in connection with any merger or consolidation;

(III) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value in each case, prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness, or make any interest or principal payment on, or redeem, repurchase or otherwise acquire or retire for value the Parent Intercompany Debt, other than:

(a) Indebtedness permitted under clause (7) of the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; or

(b) the purchase, repurchase or other acquisition of Subordinated Indebtedness of the Covenant Parties and their Restricted Subsidiaries purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition; or

(IV) make any Restricted Investment

(all such payments and other actions set forth in clauses (I) through (IV) above being collectively referred to as “Restricted Payments”), unless, at the time of such Restricted Payment:

(1) no Default shall have occurred and be continuing or would occur as a consequence thereof;

(2) immediately after giving effect to such transaction on a pro forma basis, the Issuers could incur $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in the first paragraph of the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; and

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(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Covenant Parties and the Restricted Subsidiaries after the Issue Date (including Restricted Payments permitted by clauses (1), (2) (with respect to the payment of dividends on Refunding Capital Stock (as defined below) pursuant to clause (b) thereof only), (6)(c), (9) and (14) of the next succeeding paragraph, but excluding all other Restricted Payments permitted by the next succeeding paragraph), is less than the sum of (without duplication):

(a) the EBITDA of the Covenant Parties and the Restricted Subsidiaries on a consolidated basis for the period beginning July 1, 2006, to the end of the Issuers’ most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, less the product of 1.4 times the Consolidated Interest Expense of the Covenant Parties and the Restricted Subsidiaries for the same period; plus

(b) 100% of the aggregate net cash proceeds and the fair market value, as determined in good faith by the Issuers, of marketable securities or other property received by a Covenant Party or a Restricted Subsidiary since immediately after the Issue Date (other than net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness, Disqualified Stock or Preferred Stock pursuant to clause (11)(a) of the second paragraph of “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”) from the issue or sale of:

(i)(A) Equity Interests of VNUHF, or a direct or indirect parent company of VNUHF, including Treasury Capital Stock (as defined below), but excluding cash proceeds and the fair market value, as determined in good faith by the Issuers, of marketable securities or other property received from the sale of:

(x) Equity Interests to members of management, directors or consultants of Nielsen, the Covenant Parties, Restricted Subsidiaries and any direct or indirect parent company of VNUHF, after the Issue Date to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of the next succeeding paragraph; and

(y) Designated Preferred Stock; and

(B) to the extent such net cash proceeds are actually contributed to a Covenant Party or any Restricted Subsidiary, Equity Interests of VNUHF’s direct or indirect parent companies (excluding contributions of the proceeds from the sale of Designated Preferred Stock of such companies or contributions to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of the next succeeding paragraph); or

(ii) debt securities of a Covenant Party or any Restricted Subsidiary that have been converted into or exchanged for such Equity Interests of VNUHF, or a direct or indirect parent company of VNUHF;

provided, however, that this clause (b) shall not include the proceeds from (W) Refunding Capital Stock (as defined below), (X) Equity Interests or convertible debt securities sold to a Covenant Party or Restricted Subsidiary, as the case may be, (Y) Disqualified Stock or debt securities that have been converted into Disqualified Stock or (Z) Excluded Contributions; plus

(c) 100% of the aggregate amount of cash and the fair market value, as determined in good faith by the Issuers, of marketable securities or other property contributed to the capital of a Covenant Party following the Issue Date (other than net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness, Disqualified Stock or Preferred Stock pursuant to clause (11)(a) of the second paragraph of “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”) (other than by another Covenant Party or a Restricted Subsidiary and other than any Excluded Contributions); plus

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(d) 100% of the aggregate amount received in cash and the fair market value, as determined in good faith by the Issuers, of marketable securities or other property received by a Covenant Party or a Restricted Subsidiary means of:

(i) the sale or other disposition (other than to a Covenant Party or a Restricted Subsidiary) of Restricted Investments made by the Covenant Parties or the Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Covenant Parties or the Restricted Subsidiaries and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments by the Covenant Parties or the Restricted Subsidiaries, in each case after the Issue Date; or

(ii) the sale (other than to a Covenant Party or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary (other than to the extent the Investment in such Unrestricted Subsidiary was made by a Covenant Party or a Restricted Subsidiary pursuant to clause (7) of the next succeeding paragraph or to the extent such Investment constituted a Permitted Investment) or a dividend or distribution from an Unrestricted Subsidiary after the Issue Date; plus

(e) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary after the Issue Date, the fair market value of the Investment in such Unrestricted Subsidiary, as determined by the Issuers in good faith or if such fair market value may exceed $150.0 million, in writing by an Independent Financial Advisor, at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary other than an Unrestricted Subsidiary, to the extent the Investment in such Unrestricted Subsidiary was made by a Covenant Party or a Restricted Subsidiary pursuant to clause (7) of the next succeeding paragraph or to the extent such Investment constituted a Permitted Investment.

The foregoing provisions will not prohibit:

(1) the payment of any dividend within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of the Indenture;

(2)(a) the redemption, repurchase, retirement or other acquisition of any (i) Equity Interests (“Treasury Capital Stock”) or Subordinated Indebtedness of the Issuers or any Guarantor or the Parent Intercompany Debt or (ii) Equity Interests of any direct or indirect parent company of VNUHF, in the case of each of clause (i) and (ii), in exchange for, or out of the proceeds of the substantially concurrent sale (other than to a Covenant Party or a Restricted Subsidiary) of, Equity Interests of VNUHF, or any direct or indirect parent company of VNUHF to the extent contributed to a Covenant Party or any Restricted Subsidiary (in each case, other than any Disqualified Stock) (“Refunding Capital Stock”), (b) the declaration and payment of dividends on the Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to a Covenant Party or a Restricted Subsidiary) of the Refunding Capital Stock, and (c) if immediately prior to the retirement of Treasury Capital Stock, the declaration and payment of dividends thereon was permitted under clause (6) of this paragraph and not made pursuant to clause (2)(b), the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, retire or otherwise acquire any Equity Interests of any direct or indirect parent company of VNUHF) in an aggregate amount per year no greater than the aggregate amount of dividends per annum that were declarable and payable on such Treasury Capital Stock immediately prior to such retirement;

(3) the redemption, repurchase or other acquisition or retirement of Subordinated Indebtedness of an Issuer or a Restricted Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of an Issuer or a Restricted Guarantor, as the case may be, which is incurred in compliance with “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” so long as:

(a) the principal amount (or accreted value, if applicable) of such new Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest on, the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired for value, plus

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the amount of any premium required to be paid under the terms of the instrument governing the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired and any fees and expenses incurred in connection with the issuance of such new Indebtedness;

(b) such new Indebtedness is subordinated to the notes or the applicable Guarantee at least to the same extent as such Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased, acquired or retired for value;

(c) such new Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired; and

(d) such new Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired;

(4) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests (other than Disqualified Stock) of VNUHF or any of its direct or indirect parent companies held by any future, present or former employee, director or consultant of a Covenant Party, any of their respective Subsidiaries or any of their respective direct or indirect parent companies pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement; provided, however, that the aggregate Restricted Payments made under this clause (4) do not exceed in any calendar year $25.0 million (which shall increase to $50.0 million subsequent to the consummation of an underwritten public Equity Offering of common stock) (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (without giving effect to the following proviso) of $50.0 million in any calendar year (which shall increase to $100.0 million subsequent to the consummation of an underwritten public Equity Offering of common stock)); provided further that such amount in any calendar year may be increased by an amount not to exceed:

(a) the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the VNUHF and, to the extent contributed to a Covenant Party, Equity Interests of any of the direct or indirect parent companies of VNUHF, in each case to members of management, directors or consultants of the Covenant Parties, any of their respective Subsidiaries or any of their respective direct or indirect parent companies that occurs after the Issue Date, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of clause (3) of the preceding paragraph; plus

(b) the cash proceeds of key man life insurance policies received by the Covenant Parties or any of the Restricted Subsidiaries after the Issue Date; plus

(c) the amount of any cash bonuses otherwise payable to members of management, directors or consultants of a Covenant Party, any of its Subsidiaries or any of its direct or indirect parent companies in connection with the Transactions that are foregone in return for the receipt of Equity Interests; less

(d) the amount of any Restricted Payments previously made with the cash proceeds described in clauses (a) and (b) of this clause (4);

and provided further that cancellation of Indebtedness owing to any Covenant Party or any Restricted Subsidiary from members of management of Nielsen, any of its Subsidiaries or its direct or indirect parent companies in connection with a repurchase of Equity Interests of Nielsen or any of Nielsen’s direct or indirect parent companies will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of the Indenture;

(5) the declaration and payment of dividends to holders of any class or series of Disqualified Stock of any of the Covenant Parties or any of the Restricted Subsidiaries issued in accordance with the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;

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(6)(a) the declaration and payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued by any of the Covenant Parties or any of the Restricted Subsidiaries after the Issue Date, provided that the amount of dividends paid pursuant to this clause (a) shall not exceed the aggregate amount of cash actually received by a Covenant Party or a Restricted Subsidiary from the issuance of such Designated Preferred Stock;

(b) a Restricted Payment to a direct or indirect parent company of a Covenant Party or any of the Restricted Subsidiaries, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of such parent corporation issued after the Issue Date, provided that the amount of Restricted Payments paid pursuant to this clause (b) shall not exceed the aggregate amount of cash actually contributed to a Covenant Party or a Restricted Subsidiary from the sale of such Designated Preferred Stock; or

(c) the declaration and payment of dividends on Refunding Capital Stock that is Preferred Stock in excess of the dividends declarable and payable thereon pursuant to clause (2) of this paragraph;

provided, however, in the case of each of (a), (b) and (c) of this clause (6), that for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock or the declaration of such dividends on Refunding Capital Stock that is Preferred Stock, after giving effect to such issuance or declaration on a pro forma basis, the Consolidated Leverage Ratio shall be no greater than 6.75 to 1.00;

(7) Investments in Unrestricted Subsidiaries having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (7) that are at the time outstanding, without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities, not to exceed 1.25% of Total Assets, in each case, at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(8) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

(9) the declaration and payment of dividends on a Covenant Party’s common stock (or a Restricted Payment to any direct or indirect parent entity to fund a payment of dividends on such entity’s common stock), following the first public Equity Offering of common stock after the Issue Date, of up to 6% per annum of the net cash proceeds received by or contributed to a Covenant Party in or from any such public Equity Offering;

(10) Restricted Payments that are made with Excluded Contributions;

(11) other Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (11) not to exceed 2.00% of Total Assets at the time made;

(12) distributions or payments of Receivables Fees;

(13) any Restricted Payment used to fund the Transactions and the fees and expenses related thereto or owed to Affiliates, in each case to the extent permitted by the covenant described under “—Transactions with Affiliates”;

(14) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness (a) pursuant to the provisions similar to those described under the captions “Repurchase at the Option of Holders—Change of Control” and “Repurchase at the Option of Holders—Asset Sales”; provided that all notes tendered by Holders in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value or (b) with the proceeds of Asset Sales in an amount not to exceed the Asset Sale Prepayment Amount;

(15) the declaration and payment of dividends by a Covenant Party or a Restricted Subsidiary to, or the making of loans to, any of their respective direct or indirect parents, or the making of any payment of interest or principal on, or redemption, repurchase, defeasance or other acquisition or retirement for value

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of, the Parent Intercompany Debt in amounts required for any direct or indirect parent companies to pay, in each case without duplication,

(a) franchise taxes and other fees, taxes and expenses required to maintain their corporate existence;

(b) federal, foreign, state and local income taxes provided that, in each fiscal year, the amount of such payments shall be equal to the amount that the Covenant Parties and the Restricted Subsidiaries would be required to pay in respect of federal, foreign, state and local income taxes if such entities were corporations paying taxes separately from any parent entity at the highest combined applicable federal, foreign, state and local tax rate for such fiscal year;

(c) customary salary, bonus and other benefits payable to officers and employees of any direct or indirect parent company of the Covenant Parties and the Restricted Subsidiaries to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Covenant Parties and the Restricted Subsidiaries;

(d) general corporate operating and overhead costs and expenses of any direct or indirect parent company of the Covenant Parties and the Restricted Subsidiaries to the extent such costs and expenses are attributable to the ownership or operation of the Covenant Parties and the Restricted Subsidiaries;

(e) fees and expenses incurred in connection with the Transactions or owed to Affiliates, in each case to the extent permitted by the covenant described under “—Transactions with Affiliates”;

(f) interest payable on Holdings Debt;

(g) amounts payable to Valcon Acquisition, B.V. by Nielsen pursuant to the Sponsor Management Agreements; and

(h) fees and expenses other than to Affiliates of the Issuers related to any unsuccessful equity or debt offering of such parent entity;

(16) the distribution, by dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to a Covenant Party or a Restricted Subsidiary by Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are cash and/or Cash Equivalents);

(17) any Restricted Payment used to fund the redemption of Nielsen’s 7% preferred shares as in effect on the Issue Date;

(18) any Restricted Payment of the proceeds of Indebtedness incurred to refinance the Sterling Notes or the Nielsen Senior Discount Notes and to pay accrued and unpaid interest, premium, fees and expenses related thereto;

(19) the forgiveness, cancellation, termination or disposition of the Transactions Intercompany Obligations; and

(20) payments or distributions to dissenting stockholders pursuant to applicable law, pursuant to or in connection with a consolidation, merger or transfer of all or substantially all of the assets of the Covenant Parties and the Restricted Subsidiaries, taken as a whole, that complies with the covenant described under “—Merger, Consolidation or Sale of All or Substantially All Assets”; provided that as a result of such consolidation, merger or transfer of assets, the Issuers shall have made a Change of Control Offer and that all notes tendered by Holders in connection with such Change of Control Offer have been repurchased, redeemed or acquired for value;

provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (11), (16) and (18), no Default shall have occurred and be continuing or would occur as a consequence thereof.

As of the Issue Date, all of the Subsidiaries of the Covenant Parties will be Restricted Subsidiaries, except for NetRatings, Inc. and BuzzMetrics, Inc., each of which will initially be designated an Unrestricted Subsidiary.

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The Issuers will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the last sentence of the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Covenant Parties and the Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the definition of “Investment.” Such designation will be permitted only if a Restricted Payment in such amount would be permitted at such time, whether pursuant to the first paragraph of this covenant or under clause (7), (10), (11) or (16) of the second paragraph of this covenant, or pursuant to the definition of “Permitted Investments,” and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries will not be subject to any of the restrictive covenants set forth in the Indenture.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock

The Covenant Parties will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently, or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the Issuers and the Restricted Guarantors will not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary that is not a Guarantor to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Issuers and the Restricted Guarantors may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary that is not a Guarantor may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if the Consolidated Leverage Ratio at the time such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been no greater than 6.75 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of the most recently ended four fiscal quarters for which internal financial statements are available.

The foregoing limitations will not apply to:

(1) the incurrence of Indebtedness under Credit Facilities by the Covenant Parties or any of the Restricted Subsidiaries and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof), up to an aggregate principal amount of $6,000 million outstanding at any one time;

(2) the incurrence by the Issuers and any Restricted Guarantor of Indebtedness represented by (a) the notes (including any Guarantee) (other than any Additional Senior Notes) and (b) the Senior Subordinated Discount Notes (including any guarantee thereof);

(3) Indebtedness of the Covenant Parties and the Restricted Subsidiaries in existence on the Issue Date (other than Indebtedness described in clauses (1) and (2));

(4) Indebtedness (including Capitalized Lease Obligations), Disqualified Stock and Preferred Stock incurred by the Covenant Parties or any of the Restricted Subsidiaries, to finance the purchase, lease or improvement of property (real or personal) or equipment that is used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets;

(5) Indebtedness incurred by a Covenant Party or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims; provided, however, that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence;

(6) Indebtedness arising from agreements of a Covenant Party or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in

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connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided, however, that

(a) such Indebtedness is not reflected on the balance sheet (other than by application of FIN 45 as a result of an amendment to an obligation in existence on the Issue Date) of a Covenant Party or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (6)(a)); and

(b) the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including non-cash proceeds (the fair market value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the Covenant Parties and the Restricted Subsidiaries in connection with such disposition;

(7) Indebtedness of a Covenant Party or a Restricted Subsidiary to another Covenant Party or another Restricted Subsidiary; provided that any such Indebtedness owing by an Issuer or a Guarantor to a Restricted Subsidiary that is not a Guarantor is expressly subordinated in right of payment to the notes; provided further that any subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to a Covenant Party or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause (7);

(8) shares of Preferred Stock of a Restricted Subsidiary issued to a Covenant Party or another Restricted Subsidiary, provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to a Covenant Party or a Restricted Subsidiary) shall be deemed in each case to be an issuance of such shares of Preferred Stock not permitted by this clause (8);

(9) Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting interest rate risk with respect to any Indebtedness permitted to be incurred pursuant to this covenant, exchange rate risk or commodity pricing risk;

(10) obligations in respect of performance, bid, appeal and surety bonds and completion guarantees provided by any of the Covenant Parties or any of the Restricted Subsidiaries in the ordinary course of business or consistent with past practice;

(11)(a) Indebtedness or Disqualified Stock of an Issuer or any Restricted Guarantor and Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary that is not a Guarantor in an aggregate principal amount or liquidation preference equal to 200.0% of the net cash proceeds received by the Covenant Parties and the Restricted Subsidiaries since immediately after the Issue Date from the issue or sale of Equity Interests of VNUHF or any direct or indirect parent entity of VNUHF (which proceeds are contributed to a Covenant Party or a Restricted Subsidiary) or cash contributed to the capital of a Covenant Party (in each case, other than proceeds of Disqualified Stock or sales of Equity Interests to, or contributions received from, any Covenant Party or any of their respective Subsidiaries) as determined in accordance with clauses (3)(b) and (3)(c) of the first paragraph of “—Limitation on Restricted Payments” to the extent such net cash proceeds or cash have not been applied pursuant to such clauses to make Restricted Payments or to make other Investments, payments or exchanges pursuant to the second paragraph of “—Limitation on Restricted Payments” or to make Permitted Investments (other than Permitted Investments specified in clauses (1) and (3) of the definition thereof) and (b) Indebtedness or Disqualified Stock of an Issuer or a Restricted Guarantor and Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary that is not a Guarantor not otherwise permitted hereunder in an aggregate principal amount or liquidation preference, which when aggregated with the principal amount and liquidation preference of all other

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Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred pursuant to this clause (11)(b), does not at any one time outstanding exceed $400.0 million (it being understood that any Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to this clause (11)(b) shall cease to be deemed incurred or outstanding for purposes of this clause (11)(b) but shall be deemed incurred for the purposes of the first paragraph of this covenant from and after the first date on which a Covenant Party or such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred Stock under the first paragraph of this covenant without reliance on this clause (11)(b));

(12) the incurrence by a Covenant Party or any Restricted Subsidiary of Indebtedness, Disqualified Stock or Preferred Stock which serves to refund or refinance:

(a) any Indebtedness, Disqualified Stock or Preferred Stock incurred as permitted under the first paragraph of this covenant and clauses (2), (3) and (11)(a) above, this clause (12) and clause (13) below, or

(b) any Indebtedness, Disqualified Stock or Preferred Stock issued to so refund or refinance the Indebtedness, Disqualified Stock or Preferred Stock described in clause (a) above,

including, in each case, additional Indebtedness, Disqualified Stock or Preferred Stock incurred to pay premiums (including tender premiums), defeasance costs and fees and expenses in connection therewith (collectively, the “Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness:

(A) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being refunded or refinanced,

(B) to the extent such Refinancing Indebtedness refinances (i) Indebtedness subordinated or pari passu to the Senior Notes or any Guarantee thereof, such Refinancing Indebtedness is subordinated or pari passu to the notes or the Guarantee at least to the same extent as the Indebtedness being refinanced or refunded or (ii) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively, and

(C) shall not include:

(i) Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Issuer;

(ii) Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Guarantor; or

(iii) Indebtedness, Disqualified Stock or Preferred Stock of a Covenant Party or a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary;

and provided further that subclause (A) of this clause (12) will not apply to any refunding or refinancing of Indebtedness under a Credit Facility;

(13) Indebtedness, Disqualified Stock or Preferred Stock of (x) a Covenant Party or a Restricted Subsidiary incurred to finance an acquisition or (y) Persons that are acquired by a Covenant Party or any Restricted Subsidiary or merged into a Covenant Party or a Restricted Subsidiary in accordance with the terms of the Indenture; provided that either

(i) such Indebtedness, Disqualified Stock or Preferred Stock:

(a) is not Secured Indebtedness and is subordinated to the notes on terms no less favorable to the holders thereof than the subordination terms set forth in the indenture governing the Senior Subordinated Discount Notes as in effect on the Issue Date;

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(b) is not incurred while a Default exists and no Default shall result therefrom; and

(c) matures and does not require any payment of principal prior to the final maturity or the notes (other than in a manner consistent with the terms of the Indenture); or

(ii) after giving effect to such acquisition or merger, either

(a) the Issuers would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in the first paragraph of this covenant, or

(b) the Consolidated Leverage Ratio is less than immediately prior to such acquisition or merger;

(14) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence;

(15) Indebtedness of a Covenant Party or any of the Restricted Subsidiaries supported by a letter of credit issued pursuant to the Credit Facilities, in a principal amount not in excess of the stated amount of such letter of credit;

(16)(a) any guarantee by a Covenant Party or a Restricted Subsidiary of Indebtedness or other obligations of any Covenant Party that is not an Issuer or any Restricted Subsidiary so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of the Indenture, or

(b) any guarantee by a Covenant Party or a Restricted Subsidiary of Indebtedness of the Issuers; provided that such guarantee is incurred in accordance with the covenant described below under “—Limitation on Guarantees of Indebtedness by Restricted Subsidiaries”;

(17) Indebtedness of Foreign Subsidiaries of a Covenant Party or any Restricted Subsidiary incurred not to exceed at any one time outstanding and together with any other Indebtedness incurred under this clause (17) 5.0% of the Total Assets of the Foreign Subsidiaries (it being understood that any Indebtedness incurred pursuant to this clause (17) shall cease to be deemed incurred or outstanding for purposes of this clause (17) but shall be deemed incurred for the purposes of the first paragraph of this covenant from and after the first date on which such Foreign Subsidiary could have incurred such Indebtedness under the first paragraph of this covenant without reliance on this clause (17));

(18) Indebtedness, Disqualified Stock or Preferred Stock of a Covenant Party or a Restricted Subsidiary incurred to finance or assumed in connection with an acquisition in a principal amount not to exceed $200.0 million in the aggregate at any one time outstanding together with all other Indebtedness, Disqualified Stock and/or Preferred Stock issued under this clause (18) (it being understood that any Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to this clause (18) shall cease to be deemed incurred or outstanding for purposes of this clause (18) but shall be deemed incurred for the purposes of the first paragraph of this covenant from and after the first date on which such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred Stock under the first paragraph of this covenant without reliance on this clause (18));

(19) Indebtedness of a Covenant Party or any of the Restricted Subsidiaries consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements in each case, incurred in the ordinary course of business;

(20) Indebtedness consisting of Indebtedness issued by a Covenant Party or any of the Restricted Subsidiaries to current or former officers, directors and employees thereof or any direct or indirect parent thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of a Covenant Party, a Restricted Subsidiary or any of their respective direct or indirect parent companies to the extent described in clause (4) of the second paragraph under the caption “Limitation on Restricted Payments”; and

(21) Indebtedness incurred on behalf of, or representing Guarantees of Indebtedness of, joint ventures of a Covenant Party or any Restricted Subsidiary not in excess of $25.0 million at any time outstanding.

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For purposes of determining compliance with this covenant:

(1) in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in clauses (1) through (21) above or is entitled to be incurred pursuant to the first paragraph of this covenant, the Issuers, in their sole discretion, will classify or reclassify such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) and will only be required to include the amount and type of such Indebtedness, Disqualified Stock or Preferred Stock in one of the above clauses; provided that all Indebtedness outstanding under the Credit Facilities on the Issue Date will be treated as incurred on the Issue Date under clause (1) of the preceding paragraph; and

(2) at the time of incurrence, the Issuers will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in the first and second paragraphs above.

Accrual of interest, the accretion of accreted value and the payment of interest or dividends in the form of additional Indebtedness, Disqualified Stock or Preferred Stock, as applicable, will not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this covenant.

For purposes of determining compliance with any U.S. dollar denominated restriction on the incurrence of Indebtedness, the U.S. dollar equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced.

The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing.

The Indenture will provide that the Issuers will not, and will not permit any Restricted Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is subordinated or junior in right of payment to any Indebtedness of the Issuers or such Restricted Guarantor, as the case may be, unless such Indebtedness is expressly subordinated in right of payment to the notes or such Restricted Guarantor’s Guarantee to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Issuers or such Restricted Guarantor, as the case may be.

The Indenture will not treat (1) unsecured Indebtedness as subordinated or junior to Secured Indebtedness merely because it is unsecured or (2) Senior Indebtedness as subordinated or junior to any other Senior Indebtedness merely because it has a junior priority with respect to the same collateral.

Liens

The Covenant Parties will not, and will not permit any Restricted Guarantor to, directly or indirectly, create, incur, assume or suffer to exist any Lien (except Permitted Liens) that secures obligations under any Indebtedness or any related Guarantee, on any asset or property of the Issuers or any Restricted Guarantor, or any income or profits therefrom, or assign or convey any right to receive income therefrom, unless:

(1) in the case of Liens securing Subordinated Indebtedness, the notes and related Guarantees are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; or

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(2) in all other cases, the notes or the Guarantees are equally and ratably secured.

The foregoing shall not apply to (a) Liens securing the notes and the related Guarantees, (b) Liens securing Indebtedness permitted to be incurred under Credit Facilities, including any letter of credit facility relating thereto, that was permitted by the terms of the Indenture to be incurred pursuant to clause (1) of the second paragraph under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” and (c) Liens incurred to secure Obligations in respect of any Indebtedness permitted to be incurred pursuant to the covenant described above under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; provided that, with respect to Liens securing Obligations permitted under this subclause (c), at the time of incurrence and after giving pro forma effect thereto, the Consolidated Secured Debt Ratio would be no greater than 4.75 to 1.0.

Merger, Consolidation or Sale of All or Substantially All Assets

Neither Issuer nor VNUHF may consolidate or merge with or into or wind up into (whether or not such Person is the surviving corporation), and VNUHF may not sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Covenant Parties and the Restricted Subsidiaries, taken as a whole, in one or more related transactions, to any Person unless:

(1) such Issuer or VNUHF, as applicable, is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than such Issuer or VNUHF, as applicable) or the Person to whom such sale, assignment, transfer, lease, conveyance or other disposition will have been made is organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Person, as the case may be, being herein called the “Successor Company”);

(2) the Successor Company, if other than such Issuer or VNUHF, as applicable, expressly assumes all the obligations of such Issuer under the notes or VNUHF under its Guarantee, as applicable, pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

(3) immediately after such transaction, no Default exists;

(4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four-quarter period,

(a) the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in the first paragraph of the covenant described under “ —Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” or

(b) the Consolidated Leverage Ratio would be less than such Ratio immediately prior to such transaction;

(5) each Guarantor, unless it is the other party to the transactions described above, in which case clause (1)(b) of the second succeeding paragraph shall apply, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under the Indenture, the notes and the Registration Rights Agreement; and

(6) the Issuers shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture.

The Successor Company will succeed to, and be substituted for such Issuer or VNUHF, as applicable, as the case may be, under the Indenture, the Guarantees and the notes, as applicable. Notwithstanding the foregoing clauses (3) and (4),

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(1) any Covenant Party or Restricted Subsidiary may consolidate with or merge into or transfer all or part of its properties and assets to an Issuer or Restricted Guarantor; and

(2) an Issuer may merge with an Affiliate of such Issuer, as the case may be, solely for the purpose of reorganizing such Issuer in a State of the United States so long as the amount of Indebtedness of the Covenant Parties and the Restricted Subsidiaries is not increased thereby.

Subject to certain limitations described in the Indenture governing release of a Guarantee upon the sale, disposition or transfer of a guarantor, no Restricted Guarantor will, and the Covenant Parties will not permit any Restricted Guarantor to, consolidate or merge with or into or wind up into (whether or not an Issuer or Restricted Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

(1)(a) such Restricted Guarantor is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than such Restricted Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the jurisdiction of organization of such Restricted Guarantor, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Restricted Guarantor or such Person, as the case may be, being herein called the “Successor Person”);

(b) the Successor Person, if other than such Restricted Guarantor, expressly assumes all the obligations of such Restricted Guarantor under the Indenture and such Restricted Guarantor’s related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

(c) immediately after such transaction, no Default exists; and

(d) the Issuers shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture; or

(2) in the case of any Restricted Guarantor other than VNUHF, the transaction does not violate the covenant described under “Repurchase at the Option of Holders—Asset Sales.”

In the case of clause (1) above, the Successor Person will succeed to, and be substituted for, such Restricted Guarantor under the Indenture and such Restricted Guarantor’s Guarantee. Notwithstanding the foregoing, any Restricted Guarantor may merge into or transfer all or part of its properties and assets to another Restricted Guarantor or an Issuer.

Notwithstanding the foregoing, solely for purposes of this covenant, the sale, transfer, conveyance or other disposal of ACN and its Subsidiaries that are Restricted Subsidiaries shall not constitute a sale, transfer, conveyance or other disposal of all or substantially all of the assets of the Covenant Parties and the Restricted Subsidiaries, taken as a whole, so long as, at the time of such transaction, (a) the EBITDA of ACN and its Restricted Subsidiaries on a consolidated basis for the four most recently ended fiscal quarters for which internal financial statements are available represented less than 45% of the EBITDA of the Covenant Parties and the Restricted Subsidiaries on a consolidated basis for the same four-quarter period and (b) the Covenant Parties and the Restricted Subsidiaries would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in the first paragraph of the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.”

Transactions with Affiliates

The Covenant Parties will not, and will not permit any of the Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or

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assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuers (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $20.0 million, unless:

(1) such Affiliate Transaction is on terms that are not materially less favorable to the relevant Covenant Party or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by such Covenant Party or such Restricted Subsidiary with an unrelated Person on an arm’s length basis; and

(2) the Issuers deliver to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $50.0 million, a resolution adopted by the majority of the board of directors of the Issuers approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) above.

The foregoing provisions will not apply to the following:

(1) transactions between or among the Covenant Parties or any of the Restricted Subsidiaries;

(2) Restricted Payments permitted by the provisions of the Indenture described above under the covenant “—Limitation on Restricted Payments” and Permitted Investments;

(3) the payment of management, consulting, monitoring, transaction, advisory and termination fees and related expenses to Valcon Acquisition, B.V., in each case pursuant to the Sponsor Management Agreements;

(4) the payment of reasonable and customary fees paid to, and indemnities provided on behalf of, Officers, directors, employees or consultants of Covenant Parties, any of their direct or indirect parent companies or any of the Restricted Subsidiaries;

(5) transactions in which any of the Covenant Parties or any of the Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to such Covenant Party or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable to such Covenant Party or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by such Covenant Party or such Restricted Subsidiary with an unrelated Person on an arm’s length basis;

(6) any agreement as in effect as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date);

(7) the existence of, or the performance by the Covenant Parties or any of the Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Covenant Parties or any of the Restricted Subsidiaries of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders when taken as a whole;

(8) the Transactions and the payment of all fees and expenses related to the Transactions, in each case as disclosed in this prospectus;

(9) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture which are fair to the Covenant Parties and the Restricted Subsidiaries, in the reasonable determination of the board of directors of the Issuers or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;

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(10) the issuance of Equity Interests (other than Disqualified Stock) of VNUHF to its direct or indirect parent or to any Permitted Holder or the contribution to the common equity of any Covenant Party or Restricted Subsidiary;

(11) sales of accounts receivable, or participations therein, in connection with any Receivables Facility;

(12) payments by a Covenant Party or any of the Restricted Subsidiaries to any of the Investors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by a majority of the board of directors of the Issuers in good faith;

(13) payments or loans (or cancellation of loans) to employees or consultants of the Covenant Parties, any of their direct or indirect parent companies or any of the Restricted Subsidiaries and employment agreements, stock option plans and other similar arrangements with such employees or consultants which, in each case, are approved by the Issuers in good faith; and

(14) Investments by the Investors, a Foreign Parent or any direct or indirect parent of a Foreign Parent in securities of the Covenant Parties or any of the Restricted Subsidiaries so long as (i) the investment is being offered generally to other investors on the same or more favorable terms and (ii) the investment constitutes less than 5% of the proposed or outstanding issue amount of such class of securities.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

The Covenant Parties will not, and will not permit any of the Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to:

(1)   (a) pay dividends or make any other distributions to the Covenant Parties or any of the Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or

(b) pay any Indebtedness owed to the Covenant Parties or any of the Restricted Subsidiaries;

(2) make loans or advances to the Covenant Parties or any of the Restricted Subsidiaries; or

(3) sell, lease or transfer any of its properties or assets to the Covenant Parties or any of the Restricted Subsidiaries,

except (in each case) for such encumbrances or restrictions existing under or by reason of:

(a) contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the Senior Credit Facilities and the related documentation and the Senior Subordinated Discount Notes and the related indenture;

(b) the Indenture and the notes;

(c) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature discussed in clause (3) above on the property so acquired;

(d) applicable law or any applicable rule, regulation or order;

(e) any agreement or other instrument of a Person acquired by any of the Covenant Parties or any of the Restricted Subsidiaries in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired;

(f) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of (i) a Covenant Party or (ii) a Restricted Subsidiary, pursuant to an agreement that has been entered into

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for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary that impose restrictions on the assets to be sold;

(g) Secured Indebtedness otherwise permitted to be incurred pursuant to the covenants described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” and “—Liens” that limit the right of the debtor to dispose of the assets securing such Indebtedness;

(h) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(i) other Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted to be incurred subsequent to the Issue Date pursuant to the provisions of the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;

(j) customary provisions in joint venture agreements and other similar agreements relating solely to such joint venture;

(k) customary provisions contained in leases or licenses of intellectual property and other agreements, in each case, entered into in the ordinary course of business;

(l) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (k) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, no more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and

(m) restrictions created in connection with any Receivables Facility that, in the good faith determination of the Issuers are necessary or advisable to effect such Receivables Facility.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries

The Covenant Parties will not permit any Restricted Subsidiary that is a Wholly Owned Subsidiary of a Covenant Party (and non-Wholly Owned Subsidiaries if such non-Wholly Owned Subsidiaries guarantee other capital markets debt securities), other than a Guarantor or a Foreign Subsidiary of a Domestic Subsidiary, to guarantee the payment of any Indebtedness of the Issuers or any other Guarantor unless:

(1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to the Indenture providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuers or any Guarantor:

(a) if the notes or such Guarantor’s Guarantee are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such Indebtedness substantially to the same extent as the notes are subordinated to such Indebtedness; and

(b) if such Indebtedness is by its express terms subordinated in right of payment to the notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the notes or such Guarantor’s Guarantee; and

(2) such Restricted Subsidiary shall within 30 days deliver to the Trustee an Opinion of Counsel reasonably satisfactory to the Trustee;

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provided that this covenant shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary.

Reports and Other Information

Notwithstanding that the Covenant Parties may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Indenture will require VNUHF to file with the SEC (and make available to the Trustee and Holders of the notes (without exhibits), without cost to any Holder, within 15 days after it files them with the SEC) from and after the Issue Date,

(1) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;

(2) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form;

(3) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and

(4) any other information, documents and other reports which the Issuers would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act;

in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that VNUHF shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event VNUHF will make available such information to prospective purchasers of notes, in addition to providing such information to the Trustee and the Holders of the Senior Note, in each case within 15 days after the time the Issuers would be required to file such information with the SEC, if it were subject to Sections 13 or 15(d) of the Exchange Act; provided, further, that, with respect to (i) the quarter ended June 30, 2006 and (ii) the quarter with respect to which the Issuers notify the Trustee in writing that Nielsen intends to switch the currency in which its financial statements are reported, VNUHF shall not be required to make available such information to prospective purchasers of notes or provide such information to the Trustee and the Holders of the notes until 90 days after the end of such quarter. In addition, to the extent not satisfied by the foregoing, the Covenant Parties will agree that, for so long as any notes are outstanding, they will furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Notwithstanding the foregoing, the Covenant Parties shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the exchange offer registration statement or shelf registration statement.

If any direct or indirect parent company of VNUHF is a Guarantor of the notes, the Indenture will permit the Covenant Parties to satisfy their obligations in this covenant with respect to financial information relating to the Covenant Parties by furnishing financial information relating to such parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Covenant Parties and the Restricted Subsidiaries on a standalone basis, on the other hand.

Notwithstanding the foregoing, such requirements shall be deemed satisfied prior to the commencement of the exchange offer or the effectiveness of the shelf registration statement by the filing with the SEC of the

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exchange offer registration statement or shelf registration statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act.

Events of Default and Remedies

The Indenture will provide that each of the following is an Event of Default:

(1) default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the notes;

(2) default for 30 days or more in the payment when due of interest or Additional Interest on or with respect to the notes;

(3) failure by the Issuers or any Guarantor for 60 days after receipt of written notice given by the Trustee or the Holders of not less 30% in principal amount of the notes to comply with any of its obligations, covenants or agreements (other than a default referred to in clauses (1) and (2) above) contained in the Indenture or the notes;

(4) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by any Covenant Party or any of the Restricted Subsidiaries or the payment of which is guaranteed by any Covenant Parties or any of the Restricted Subsidiaries, other than Indebtedness owed to a Covenant Parties or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is created after the issuance of the notes, if both:

(a) such default either results from the failure to pay any principal of such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity; and

(b) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $100.0 million or more at any one time outstanding;

(5) failure by a Covenant Party or any Significant Party to pay final judgments aggregating in excess of $100.0 million, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding have been commenced by any creditor upon such judgment or decree which is not promptly stayed;

(6) certain events of bankruptcy or insolvency with respect to the Issuers or any Significant Party; or

(7) the Guarantee of any Significant Party shall for any reason cease to be in full force and effect or be declared null and void or any responsible officer of any Guarantor that is a Significant Party, as the case may be, denies that it has any further liability under its Guarantee or gives notice to such effect, other than by reason of the termination of the Indenture or the release of any such Guarantee in accordance with the Indenture.

If any Event of Default (other than of a type specified in clause (6) above) occurs and is continuing under the Indenture, the Trustee or the Holders of at least 30% in principal amount of the then total outstanding notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding notes to be due and payable immediately; provided, however, that so long as any Indebtedness permitted to be incurred under the Indenture as part of the Senior Credit Facilities shall be outstanding, no such acceleration shall be effective until the earlier of:

(1) acceleration of any such Indebtedness under the Senior Credit Facilities; or

(2) five Business Days after the giving of written notice of such acceleration to the Issuers and the administrative agent under the Senior Credit Facilities.

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Upon the effectiveness of such declaration, such principal and interest will be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) of the first paragraph of this section, all outstanding notes will become due and payable without further action or notice. The Indenture will provide that the Trustee may withhold from the Holders notice of any continuing Default, except a Default relating to the payment of principal, premium, if any, or interest, if it determines that withholding notice is in their interest. In addition, the Trustee shall have no obligation to accelerate the notes if in the best judgment of the Trustee acceleration is not in the best interest of the Holders of the notes.

The Indenture will provide that the Holders of a majority in aggregate principal amount of the then outstanding notes by notice to the Trustee may on behalf of the Holders of all of the notes waive any existing Default and its consequences under the Indenture except a continuing Default in the payment of interest on, premium, if any, or the principal of any Senior Note held by a non-consenting Holder. In the event of any Event of Default specified in clause (4) above, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such, Event of Default arose:

(1) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged; or

(2) holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or

(3) the default that is the basis for such Event of Default has been cured.

Subject to the provisions of the Indenture relating to the duties of the Trustee thereunder, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders of the notes unless the Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder of a Senior Note may pursue any remedy with respect to the Indenture or the notes unless:

(1) such Holder has previously given the Trustee notice that an Event of Default is continuing;

(2) Holders of at least 30% in principal amount of the total outstanding notes have requested the Trustee to pursue the remedy;

(3) Holders of the notes have offered the Trustee reasonable security or indemnity against any loss, liability or expense;

(4) the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and

(5) Holders of a majority in principal amount at maturity of the total outstanding notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

Subject to certain restrictions, under the Indenture the Holders of a majority in principal amount of the total outstanding notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder of a Senior Note or that would involve the Trustee in personal liability.

The Indenture will provide that the Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuers are required, within five Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default.

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No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, incorporator or stockholder of the Issuers or any Guarantor or any of their parent companies shall have any liability for any obligations of the Issuers or the Guarantors under the notes, the Guarantees or the Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.

Legal Defeasance and Covenant Defeasance

The obligations of the Issuers and the Guarantors under the Indenture will terminate (other than certain obligations) and will be released upon payment in full of all of the notes. The Issuers may, at their option and at any time, elect to have all of their obligations discharged with respect to the notes and have the Issuers’ and each Guarantor’s Obligation discharged with respect to its Guarantee (“Legal Defeasance”) and cure all then existing Events of Default except for:

(1) the rights of Holders of notes to receive payments in respect of the principal of, premium, if any, and interest on the notes when such payments are due solely out of the trust created pursuant to the Indenture;

(2) the Issuers’ obligations with respect to notes concerning issuing temporary notes, registration of such notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(3) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuers’ obligations in connection therewith; and

(4) the Legal Defeasance provisions of the Indenture.

In addition, the Issuers may, at their option and at any time, elect to have their obligations and those of each Guarantor released with respect to substantially all of the restrictive covenants in the Indenture (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default with respect to the notes. In the event Covenant Defeasance occurs, certain events (not including bankruptcy, receivership, rehabilitation and insolvency events pertaining to the Issuers) described under “Events of Default and Remedies” will no longer constitute an Event of Default with respect to the notes.

In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the notes:

(1) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the notes, in the case of the Senior Dollar Notes, cash in U.S. dollars, Government Securities, or a combination thereof, and in the case of the Senior Euro Notes, Euro or non-callable government obligations of any member nation of the European Union whose official currency is the Euro, rated AAA or better by S&P and Aaa or better by Moody’s, in each case in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal amount of, premium, if any, and interest due on the notes on the stated maturity date or on the redemption date, as the case may be, of such principal amount, premium, if any, or interest on such notes and the Issuers must specify whether such notes are being defeased to maturity or to a particular redemption date;

(2) in the case of Legal Defeasance, the Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions,

(a) the Issuers have received from, or there has been published by, the United States Internal Revenue Service a ruling, or

(b) since the issuance of the notes, there has been a change in the applicable U.S. federal income tax law,

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in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the notes will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, the Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4) no Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit;

(5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Senior Credit Facilities, the Senior Subordinated Notes or the indenture pursuant to which the Senior Subordinated Notes were issued or any other material agreement or instrument (other than the Indenture) to which, the Issuers or any Restricted Guarantor is a party or by which the Issuers or any Restricted Guarantor is bound;

(6) the Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of Section 547 of Title 11 of the United States Code;

(7) the Issuers shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuers with the intent of defeating, hindering, delaying or defrauding any creditors of an Issuer or any Restricted Guarantor or others; and

(8) the Issuers shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

Satisfaction and Discharge

The Indenture will be discharged and will cease to be of further effect as to all notes, when either:

(1) all notes theretofore authenticated and delivered, except lost, stolen or destroyed notes which have been replaced or paid and notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or

(2)   (a) all notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise, will become due and payable within one year or are to be called for redemption and redeemed within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers, and an Issuer or any Guarantor have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of the notes, in the case of the Senior Dollar Notes, cash in U.S. dollars, Government Securities, or a combination thereof, and in the case of the Senior Euro Notes, Euro or non-callable government obligations of any member nation of the European Union whose official currency is the Euro, rated AAA or better by S&P and Aaa or better by Moody’s, in each case in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on the notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;

(b) no Default (other than that resulting from borrowing funds to be applied to make such deposit) with respect to the Indenture or the notes shall have occurred and be continuing on the date of such

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deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under the Senior Credit Facilities, the indenture governing the Senior Subordinated Notes or any other material agreement or instrument governing Indebtedness (other than the Indenture) to which an Issuer or any Guarantor is a party or by which an Issuer or any Guarantor is bound;

(c) the Issuers have paid or caused to be paid all sums payable by it under the Indenture; and

(d) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the notes at maturity or the redemption date, as the case may be.

In addition, the Issuers must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Amendment, Supplement and Waiver

Except as provided in the next two succeeding paragraphs, the Indenture, any Guarantee and the notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the notes then outstanding, including consents obtained in connection with a purchase of, or tender offer or exchange offer for notes, and any existing Default or compliance with any provision of the Indenture or the notes issued thereunder may be waived with the consent of the Holders of a majority in principal amount of the then outstanding notes, other than notes beneficially owned by an Issuer or its Affiliates (including consents obtained in connection with a purchase of or tender offer or exchange offer for the notes).

The Indenture will provide that, without the consent of each affected Holder of notes, an amendment or waiver may not, with respect to any notes held by a non-consenting Holder:

(1) reduce the principal amount of such notes whose Holders must consent to an amendment, supplement or waiver;

(2) reduce the principal amount of or change the fixed final maturity of any such Senior Note or alter or waive the provisions with respect to the redemption of such notes (other than provisions relating to the covenants described above under the caption “Repurchase at the Option of Holders”);

(3) reduce the rate of or change the time for payment of interest on any Senior Note;

(4) waive a Default in the payment of principal of or premium, if any, or interest on the notes, except a rescission of acceleration of the notes by the Holders of at least a majority in aggregate principal amount of the notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in the Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders;

(5) make any Senior Note payable in money other than that stated therein;

(6) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the notes;

(7) make any change in these amendment and waiver provisions;

(8) impair the right of any Holder to receive payment of principal of, or interest on such Holder’s notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s notes;

(9) make any change to the ranking of the notes that would adversely affect the Holders; or

(10) except as expressly permitted by the Indenture, modify the Guarantees of any Significant Party in any manner adverse to the Holders of the notes.

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Notwithstanding the foregoing, the Issuers, any Guarantor (with respect to a Guarantee or the Indenture to which it is a party) and the Trustee may amend or supplement the Indenture and any Guarantee or notes without the consent of any Holder;

(1) to cure any ambiguity, omission, mistake, defect or inconsistency;

(2) to provide for uncertificated notes of such series in addition to or in place of certificated notes;

(3) to comply with the covenant relating to mergers, consolidations and sales of assets;

(4) to provide the assumption of an Issuer’s or any Guarantor’s obligations to the Holders;

(5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Indenture of any such Holder;

(6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon an Issuer or any Guarantor;

(7) to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act;

(8) to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee thereunder pursuant to the requirements thereof;

(9) to provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are not freely transferable;

(10) to add a Guarantor under the Indenture;

(11) to conform the text of the Indenture, Guarantees or the notes to any provision of this “Description of Senior Notes” to the extent that such provision in this “Description of Senior Notes” was intended to be a verbatim recitation of a provision of the Indenture, Guarantee or notes; or

(12) making any amendment to the provisions of the Indenture relating to the transfer and legending of notes as permitted by the Indenture, including, without limitation to facilitate the issuance and administration of the notes; provided, however, that (i) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer notes.

The consent of the Holders is not necessary under the Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

Notices

Notices given by publication will be deemed given on the first date on which publication is made and notices given by first class mail, postage prepaid, will be deemed given five calendar days after mailing.

Concerning the Trustee

The Indenture will contain certain limitations on the rights of the Trustee thereunder, should it become a creditor of an Issuer, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue or resign.

The Indenture will provide that the Holders of a majority in principal amount of the outstanding notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The Indenture will provide that in case an Event of Default shall occur (which shall not be cured), the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent person in the conduct of his own affairs. Subject to such provisions, the Trustee will be under

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no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of the notes, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

Currency Indemnity and Calculation of Euro-denominated Restrictions

The Euro is the sole currency of account and payment for all sums payable by the Issuers under or in connection with the Senior Euro Notes including damages. Any amount received or recovered in a currency other than Euro, whether as a result of, or the enforcement of, a judgment or order of a court of any jurisdiction, in the winding-up or dissolution of the Issuers or otherwise, by any Holder of a Senior Euro Note or by the Trustee in respect of any sum expressed to be due to it from the Issuers will only constitute a discharge of the Issuers to the extent of the Euro amount which the recipient is able to purchase with the amount so received or recovered that other ordinary currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so).

If that Euro amount is less than the Euro amount expressed to be due to the recipient under any Senior Euro Note or the Trustee, the Issuers will indemnify them against any loss sustained by such recipient as a result. In any event, the Issuers will indemnify the recipient against the cost of making any such purchase. For the purposes of this currency indemnity provision, it will be sufficient for the Holder or the Trustee to certify in a satisfactory manner (indicating the sources of information used) that it would have suffered a loss had an actual purchase of Euro been made with the amount so received in that other currency on the date of receipt or recovery (or, if a purchase of Euro on such date had not been practicable, on the first date on which it would have been practicable, it being required that the need for a change of date be certified in the manner mentioned above). These indemnities constitute a separate and independent obligation from the Issuers’ other obligations, will give rise to a separate and independent cause of action, will apply irrespective of any indulgence granted by any Holder or the Trustee and will continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect to any sum due under any Senior Euro Note or to the Trustee.

Except as otherwise specifically set forth herein, for purposes of determining compliance with any Euro-denominated restriction herein, the Euro-equivalent amount for purposes hereof that is denominated in a non-Euro currency shall be calculated based on the relevant currency exchange rate in effect on the date such non-Euro amount is incurred or made, as the case may be.

Consent to Jurisdiction and Service

In relation to any legal action or proceedings arising out of or in connection with the Indenture and the notes, each of the Guarantors that is not a U.S. Person will in the Indenture irrevocably submit to the non-exclusive jurisdiction of the federal and state courts in the Borough of Manhattan in the City of New York, County and State of New York, United States of America.

Governing Law

The Indenture, the notes and any Guarantee will be governed by and construed in accordance with the laws of the State of New York.

Certain Definitions

Set forth below are certain defined terms used in the Indenture. For purposes of the Indenture, unless otherwise specifically indicated, the term “consolidated” with respect to any Person refers to such Person consolidated with the Covenant Parties and the Restricted Subsidiaries, and excludes from such consolidation any

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Unrestricted Subsidiary as if such Unrestricted Subsidiary were not an Affiliate of such Person.

“ACN” means ACN Holdings, Inc., a Delaware corporation.

“Acquired Indebtedness” means, with respect to any specified Person,

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Restricted Subsidiary of such specified Person, and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Additional Interest” means all additional interest then owing pursuant to the Registration Rights Agreement.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“Applicable Premium” means,

(1) with respect to any Senior Dollar Note on any Redemption Date, the greater of:

(a) 1.0% of the principal amount of such Senior Dollar Note on such Redemption Date; and

(b) the excess, if any, of (i) the present value at such Redemption Date of (A) the redemption price of such Senior Dollar Note at August 1, 2010 (each such redemption price being set forth in the table appearing above under the caption “Optional Redemption”), plus (B) all required interest payments due on such Senior Dollar Note through August 1, 2010 (excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over (ii) the principal amount of such Senior Dollar Note; and

(2) with respect to any Senior Euro Note on any Redemption Date, the greater of:

(a) 1.0% of the principal amount of such Senior Euro Note on such Redemption Date; and

(b) the excess, if any, of (i) the present value at such Redemption Date of (A) the redemption price of such Senior Euro Note at August 1, 2010 (each such redemption price being set forth in the table appearing above under the caption “Optional Redemption”), plus (B) all required interest payments due on such Senior Euro Note through August 1, 2010 (excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the Bund Rate as of such Redemption Date plus 50 basis points; over (ii) the principal amount of such Senior Euro Note.

“Asset Sale” means:

(1) the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets (including by way of a Sale and Lease-Back Transaction) of a Covenant Party or any of the Restricted Subsidiaries (each referred to in this definition as a “disposition”); or

(2) the issuance or sale of Equity Interests of any Covenant Party or any Restricted Subsidiary, whether in a single transaction or a series of related transactions;

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in each case, other than:

(a) any disposition of Cash Equivalents or Investment Grade Securities or obsolete or worn out equipment in the ordinary course of business or any disposition of inventory or goods (or other assets) held for sale in the ordinary course of business;

(b) the disposition of all or substantially all of the assets of the Covenant Parties and the Restricted Subsidiaries in a manner permitted pursuant to the provisions described above under “Certain Covenants—Merger, Consolidation or Sale of All or Substantially All Assets” or any disposition that constitutes a Change of Control pursuant to the Indenture;

(c) the making of any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under the covenant described above under “Certain Covenants—Limitation on Restricted Payments”;

(d) any disposition of assets or issuance or sale of Equity Interests of any Covenant Party or Restricted Subsidiary in any transaction or series of transactions with an aggregate fair market value of less than $50.0 million;

(e) any disposition of property or assets or issuance of securities by a Restricted Subsidiary or a Covenant Party to another Covenant Party or by a Covenant Party or a Restricted Subsidiary to another Restricted Subsidiary;

(f) to the extent allowable under Section 1031 of the Internal Revenue Code of 1986, any exchange of like property (excluding any boot thereon) for use in a Similar Business;

(g) the lease, assignment or sub-lease of any real or personal property in the ordinary course of business;

(h) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

(i) any issuance or sale of Equity Interests of VNUHF;

(j) foreclosures on assets;

(k) sales of accounts receivable, or participations therein, in connection with any Receivables Facility;

(l) any sale, conveyance, transfer or other disposition of the Transactions Intercompany Obligations; and

(m) any financing transaction with respect to property built or acquired by a Covenant Party or any Restricted Subsidiary after the Issue Date, including Sale and Lease-Back Transactions and asset securitizations permitted by the Indenture.

“Asset Sale Prepayment Amount” means:

(1) at any time after the Issue Date and prior to the repayment, redemption, repurchase, defeasance or other acquisition or retirement of at least $150.0 million of Indebtedness under Credit Facilities and $100.0 million aggregate principal amount of notes with the Net Proceeds of Asset Sales, $0;

(2) at any time after the repayment, redemption, repurchase, defeasance or other acquisition or retirement of at least $150.0 million (but less than $650.0 million) of Indebtedness under Credit Facilities and $100.0 million (but less than $200.0 million) aggregate principal amount of notes with the Net Proceeds of Asset Sales, $50.0 million less the amount of Net Proceeds, if any, previously applied to the repayment, redemption, repurchase, defeasance or other acquisition or retirement of Subordinated Indebtedness pursuant to this clause (2);

(3) at any time after the repayment, redemption, repurchase, defeasance or other acquisition or retirement of at least $650.0 million of Indebtedness under Credit Facilities and $200.0 million aggregate

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principal amount of notes with the Net Proceeds of Asset Sales, $100.0 million less, without duplication, the amount of Net Proceeds, if any, previously applied to the repayment, redemption, repurchase, defeasance or other acquisition or retirement of Subordinated Indebtedness pursuant to clause (2) above and/or this clause (3).

“Bund Rate” means, as of any Redemption Date, the yield to maturity as of such Redemption Date of direct obligations of the Federal Republic of Germany (Bunds or Bundesanleihen) with a constant maturity (as compiled and published in the most recent financial statistics) that has become publicly available at least two Business Days prior to the Redemption Date (or, if such financial statistics are no longer published, any publicly available source of similar market data)) most nearly equal to the period from the Redemption Date to August 1, 2010; provided, however, that if the period from the Redemption Date to August 1, 2010 is less than one year, the weekly average yield on actually traded direct obligations of the Federal Republic of German adjusted to a constant maturity of one year will be used.

“Business Day” means each day which is not a Legal Holiday.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP.

“Capitalized Software Expenditures” shall mean, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by a Person and its Subsidiaries that are Covenants Parties or Restricted Subsidiaries during such period in respect of purchased software or internally developed software and software enhancements that, in conformity with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of such Person and such Subsidiaries.

“Cash Equivalents” means:

(1) United States dollars;

(2)(a) Euro, or any national currency of any participating member state of the EMU; or

 (b) in the case of any Covenant Party or Restricted Subsidiary, such local currencies held by them from time to time in the ordinary course of business;

(3) securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government, any member of the European Union or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition;

(4) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus of not less than $500.0 million in the case of U.S. banks and $100.0 million (or the U.S. dollar equivalent as of the date of determination) in the case of non-U.S. banks;

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(5) repurchase obligations for underlying securities of the types described in clauses (3) and (4) entered into with any financial institution meeting the qualifications specified in clause (4) above;

(6) commercial paper rated at least P-1 by Moody’s or at least A-1 by S&P and in each case maturing within 24 months after the date of creation thereof;

(7) marketable short-term money market and similar securities having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) and in each case maturing within 24 months after the date of creation thereof;

(8) investment funds investing 95% of their assets in securities of the types described in clauses (1) through (7) above;

(9) readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P with maturities of 24 months or less from the date of acquisition;

(10) Indebtedness or Preferred Stock issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from Moody’s with maturities of 24 months or less from the date of acquisition; and

(11) Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA—(or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s.

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (1) and (2) above, provided that such amounts are converted into any currency listed in clauses (1) and (2) as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

“Change of Control” means the occurrence of any of the following:

(1) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Covenant Parties and the Restricted Subsidiaries, taken as a whole, to any Person other than a Permitted Holder; or

(2) the Issuers become aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than the Permitted Holders, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of a majority or more of the total voting power of the Voting Stock of an Issuer.

“Consolidated Depreciation and Amortization Expense” means, with respect to any Person, for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees and Capitalized Software Expenditures and amortization of unrecognized prior service costs and actuarial gains and losses related to pensions and other post-employment benefits, of such Person and its Subsidiaries that are Covenant Parties or Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

“Consolidated Indebtedness” means, as of any date of determination, the sum, without duplication, of (1) the total amount of Indebtedness of the Covenant Parties and the Restricted Subsidiaries, plus (2) the aggregate liquidation value of all Disqualified Stock of the Issuers and the Restricted Guarantors and all Preferred Stock of the Restricted Subsidiaries that are not Guarantors, in each case, determined on a consolidated basis in accordance with GAAP.

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“Consolidated Interest Expense” means, with respect to any Person for any period, without duplication, the sum of:

(1) consolidated interest expense of such Person and its Subsidiaries that are Covenant Parties or Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (c) non-cash interest expense (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (d) the interest component of Capitalized Lease Obligations, and (e) net payments, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding (w) any Additional Interest and any “additional interest” with respect to the notes, (x) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, (y) any expensing of bridge, commitment and other financing fees and (z) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Receivables Facility); plus

(2) consolidated capitalized interest of such Person and such Subsidiaries for such period, whether paid or accrued; plus

(3) Restricted Payments made by such Person of the type permitted to be made by clause (15)(f) of the second paragraph of the provisions described above under “Certain Covenants—Limitation on Restricted Payments”; less

(4) interest income of such Person and such Subsidiaries for such period.

For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by the Issuers to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

“Consolidated Leverage Ratio” means, as of the date of determination, the ratio of (a) the Consolidated Indebtedness of the Covenant Parties and the Restricted Subsidiaries on such date less the amount of cash and Cash Equivalents in excess of any Restricted Cash that would be stated on the balance sheet of the Covenant Parties and the Restricted Subsidiaries and held by the Covenant Parties and the Restricted Subsidiaries as of such date of determination, as determined in accordance with GAAP, to (b) EBITDA of the Covenant Parties and the Restricted Subsidiaries for the most recently ended four fiscal quarters ending immediately prior to such date for which internal financial statements are available.

In the event that a Covenant Party or any Restricted Subsidiary (i) incurs, assumes, guarantees, redeems, retires or extinguishes any Indebtedness (other than, for purposes of calculating EBITDA only, Indebtedness incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) or (ii) issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Consolidated Leverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Consolidated Leverage Ratio is made (the “Consolidated Leverage Ratio Calculation Date”), then the Consolidated Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period.

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business, and other operational changes that a Covenant Party or any of the Restricted Subsidiaries has determined to make and/or made during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Consolidated Leverage Ratio Calculation Date shall be calculated on a pro forma basis in accordance with GAAP assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, discontinued operations and

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other operational changes (and the change in any associated Fixed Charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into a Covenant Party or any of the Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinued operation or operational change, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this definition, then the Consolidated Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, consolidation, discontinued operation or operational change had occurred at the beginning of the applicable four-quarter period.

For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of an Issuer. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Consolidated Leverage Ratio Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of an Issuer to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period except as set forth in the first paragraph of this definition. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Issuers may designate. Any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Issuers as set forth in an Officer’s Certificate, to reflect (1) operating expense reductions and other operating improvements or synergies reasonably expected to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions) and (2) all adjustments of the nature used in connection with the calculation of “Pro forma Adjusted EBITDA” as set forth in footnote 8 to the “Summary Historical and Pro forma Financial Information” under “Prospectus Summary” in this prospectus to the extent such adjustments, without duplication, continue to be applicable to such four-quarter period. Notwithstanding anything to the contrary, the aggregate amount of projected operating expense reductions, operating improvements and synergies included in any such pro forma calculation shall not exceed $125.0 million for any four consecutive quarter period (which adjustments may be incremental to pro forma adjustments made pursuant to the immediately preceding paragraph).

For the purposes of this definition, any amount in a currency other than U.S. dollars will be converted to U.S. dollars based on the average exchange rate for such currency for the most recent twelve month period immediately prior to the date of determination determined in a manner consistent with that used in calculating EBITDA for the applicable period.

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Subsidiaries that are Covenant Parties or Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that, without duplication,

(1) any after-tax effect of extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses (including relating to the Transactions), duplicative running costs associated with the European Data Factory, severance, relocation costs and curtailments or modifications to pension and post-retirement employee benefit plans shall be excluded,

(2) the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period, including changes from international financial reporting standards to United States financial reporting standards,

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(3) any after-tax effect of income (loss) from disposed or discontinued operations and any net after-tax gains or losses on disposal of disposed, abandoned or discontinued operations shall be excluded,

(4) any after-tax effect of gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions other than in the ordinary course of business, as determined in good faith by the Issuers, shall be excluded,

(5) the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of such Person shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to such Person or a Subsidiary thereof that is a Covenant Party or a Restricted Subsidiary in respect of such period,

(6) solely for the purpose of determining the amount available for Restricted Payments under clause (3)(a) of the first paragraph of “Certain Covenants—Limitation on Restricted Payments,” the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded if the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination wholly permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived, provided that Consolidated Net Income of the Covenant Parties will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) to a Covenant Party or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein,

(7) effects of purchase accounting adjustments (including the effects of such adjustments pushed down to such Person and such Subsidiaries) in component amounts required or permitted by GAAP, resulting from the application of purchase accounting in relation to the Transactions or any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded,

(8) any after-tax effect of income (loss) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments shall be excluded,

(9) any impairment charge or asset write-off, in each case, pursuant to GAAP and the amortization of intangibles arising pursuant to GAAP shall be excluded,

(10) any non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights shall be excluded,

(11) any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with the Transactions and any acquisition, Investment, Asset Sale, issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument (in each case, including any such transaction consummated prior to the Issue Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction shall be excluded, and

(12) accruals and reserves that are established within twelve months after the Issue Date that are so required to be established as a result of the Transactions in accordance with GAAP shall be excluded.

Notwithstanding the foregoing, for the purpose of the covenant described under “Certain Covenants—Limitation on Restricted Payments” only (other than clause (3)(d) thereof), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Covenant Parties and the Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from the Covenant Parties and the Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by any of the Covenant Parties or any of the Restricted Subsidiaries, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in

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each case only to the extent such amounts increase the amount of Restricted Payments permitted under such covenant pursuant to clause (3)(d) thereof.

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent,

(1) to purchase any such primary obligation or any property constituting direct or indirect security therefor,

(2) to advance or supply funds

(a) for the purchase or payment of any such primary obligation, or

(b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or

(3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

“Consolidated Secured Debt Ratio” means, as of the date of determination, the ratio of (a) the Consolidated Indebtedness of the Covenant Parties and the Restricted Subsidiaries on such date that is secured by Liens less the amount of cash and Cash Equivalents in excess of any Restricted Cash that would be stated on the balance sheet of the Covenant Parties and the Restricted Subsidiaries and held by the Covenant Parties and the Restricted Subsidiaries as of such date of determination, as determined in accordance with GAAP, to (b) EBITDA of the Covenant Parties and the Restricted Subsidiaries for the most recently ended four fiscal quarters ending immediately prior to such date for which internal financial statements are available.

In the event that a Covenant Party or any Restricted Subsidiary (i) incurs, assumes, guarantees, redeems, retires or extinguishes any Indebtedness (other than, for purposes of calculating EBITDA only, Indebtedness incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) or (ii) issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Consolidated Secured Debt Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Consolidated Secured Debt Ratio is made (the “Consolidated Secured Debt Ratio Calculation Date”), then the Consolidated Secured Debt Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period.

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business, and other operational changes that a Covenant Party or any of the Restricted Subsidiaries has determined to make and/or made during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Consolidated Secured Debt Ratio Calculation Date shall be calculated on a pro forma basis in accordance with GAAP assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, discontinued operations and other operational changes (and the change in any associated Fixed Charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into a Covenant Party or any of the Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinued operation or operational change, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this definition, then the Consolidated Secured Debt Ratio shall be calculated giving pro forma effect thereto for such

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period as if such Investment, acquisition, disposition, merger, consolidation, discontinued operation or operational change had occurred at the beginning of the applicable four-quarter period.

For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of an Issuer. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Consolidated Secured Debt Ratio Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of an Issuer to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period except as set forth in the first paragraph of this definition. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Issuers may designate. Any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Issuers as set forth in an Officer’s Certificate, to reflect (1) operating expense reductions and other operating improvements or synergies reasonably expected to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions); and (2) all adjustments of the nature used in connection with the calculation of “Pro forma Adjusted EBITDA” as set forth in footnote 8 to the “Summary Historical and Pro forma Financial Information” under “Prospectus Summary” in this prospectus to the extent such adjustments, without duplication, continue to be applicable to such four-quarter period. Notwithstanding anything to the contrary, the aggregate amount of projected operating expense reductions, operating improvements and synergies included in any such pro forma calculation shall not exceed $125.0 million for any four consecutive quarter period (which adjustments may be incremental to pro forma adjustments made pursuant to the immediately preceding paragraph).

For the purposes of this definition, any amount in a currency other than U.S. dollars will be converted to U.S. dollars based on the average exchange rate for such currency for the most recent twelve month period immediately prior to the date of determination determined in a manner consistent with that used in calculating EBITDA for the applicable period.

“Covenant Parties” means each of VNUHF, VNU International, B.V., and the Issuers.

“Credit Facilities” means, with respect to a Covenant Party or any of the Restricted Subsidiaries, one or more debt facilities, including the Senior Credit Facilities, or other financing arrangements (including, without limitation, commercial paper facilities or indentures) providing for revolving credit loans, term loans, letters of credit or other long-term indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof and any indentures or credit facilities or commercial paper facilities that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount permitted to be borrowed thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”) or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Designated Non-cash Consideration” means the fair market value of non-cash consideration received by a Covenant Party or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated

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Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of an Issuer, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

“Designated Preferred Stock” means Preferred Stock of a Covenant Party, a Restricted Subsidiary or any direct or indirect parent corporation thereof (in each case other than Disqualified Stock) that is issued for cash (other than to a Covenant Party or a Restricted Subsidiary or an employee stock ownership plan or trust established by a Covenant Party or any their respective Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate executed by the principal financial officer of the Issuers, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (3) of the first paragraph of the “Certain Covenants—Limitation on Restricted Payments” covenant.

“Domestic Subsidiary” means any Subsidiary of a Covenant Party that is organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof.

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than solely as a result of a change of control or asset sale) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely as a result of a change of control or asset sale), in whole or in part, in each case prior to the date 91 days after the earlier of the maturity date of the notes or the date the notes are no longer outstanding; provided, however, that if such Capital Stock is issued to any plan for the benefit of employees of the Covenant Parties or their respective Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased in order to satisfy applicable statutory or regulatory obligations.

“EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person and its Subsidiaries that are Covenant Parties or Restricted Subsidiaries for such period

(1) increased (without duplication) by:

(a) provision for taxes based on income or profits or capital, including, without limitation, state, franchise and similar taxes and foreign withholding taxes of such Person and such Subsidiaries paid or accrued during such period deducted (and not added back) in computing Consolidated Net Income; plus

(b) Fixed Charges (other than clause (3) of the definition of Consolidated Interest Expense, except to the extent that such amount has been deducted in the calculation of Consolidated Net Income) of such Person and such Subsidiaries for such period (including (x) net losses on Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk and (y) costs of surety bonds in connection with financing activities, in each case, to the extent included in Fixed Charges) to the extent the same was deducted (and not added back) in calculating such Consolidated Net Income; plus

(c) Consolidated Depreciation and Amortization Expense of such Person and such Subsidiaries for such period to the extent the same were deducted (and not added back) in computing Consolidated Net Income; plus

(d) any expenses or charges (other than depreciation or amortization expense) related to any Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or the incurrence or repayment of Indebtedness permitted to be incurred by the Indenture (including a refinancing thereof) (whether or not successful), including (i) such fees, expenses or charges related to the offering of the notes and the Senior Subordinated Discount Notes and the Credit Facilities, (ii) any amendment or other modification of the notes, and, in each case, deducted (and not added back) in computing Consolidated Net Income, (iii) any Additional Interest and any “additional interest” with respect to the

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Senior Subordinated Discount Notes and (iv) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Receivables Facility; plus

(e) the amount of any business optimization expense and restructuring charge or reserve deducted (and not added back) in such period in computing Consolidated Net Income, including any restructuring costs incurred in connection with acquisitions after the Issue Date, costs related to the closure and/or consolidation of facilities, retention charges, systems establishment costs and excess pension charges; plus

(f) any other non-cash charges, including any write offs or write downs, reducing Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from EBITDA in such future period to the extent paid, but excluding from this proviso, for the avoidance of doubt, amortization of a prepaid cash item that was paid in a prior period); plus

(g) the amount of any minority interest expense consisting of Subsidiary income attributable to minority equity interests of third parties in any non-Wholly Owned Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income; plus

(h) the amount of management, monitoring, consulting, transaction and advisory fees and related expenses paid in such period to the Investors to the extent otherwise permitted under “Certain Covenants—Transactions with Affiliates”; plus

(i) the amount of loss on sale of receivables and related assets to the Receivables Subsidiary in connection with a Receivables Facility; plus

(j) any costs or expense incurred by such Person or any such Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of an Issuer or a Restricted Guarantor or net cash proceeds of an issuance of Equity Interest of an Issuer or Restricted Guarantor (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation set forth in clause (3) of the first paragraph under “Certain Covenants—Limitation on Restricted Payments”;

(2) decreased by (without duplication) (a) non-cash gains increasing Consolidated Net Income of such Person and such Subsidiaries for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any prior period and (b) solely for the purpose of calculating EBITDA on a cumulative basis for purposes of clause (3)(a) of the first paragraph under the heading “Certain Covenants—Limitation on Restricted Payments” the amount of cost savings set forth in the adjustments used in connection with the calculation of “Pro forma Adjusted EBITDA” as set forth in footnote 8 to the “Summary Historical and Pro forma Financial Information” under “Prospectus Summary” in this prospectus; and

(3) increased or decreased by (without duplication):

(a) any net gain or loss resulting in such period from Hedging Obligations and the application of Statement of Financial Accounting Standards No. 133 and International Accounting Standards No. 39 and their respective related pronouncements and interpretations; plus or minus, as applicable,

(b) any net gain or loss resulting in such period from currency translation gains or losses related to currency remeasurements of indebtedness (including any net loss or gain resulting from hedge agreements for currency exchange risk).

“EMU” means economic and monetary union as contemplated in the Treaty on European Union.

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“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock.

“Equity Offering” means any public or private sale of common stock or Preferred Stock of a VNUHF or of a direct or indirect parent of a VNUHF (excluding Disqualified Stock), other than:

(1) public offerings with respect to any such Person’s common stock registered on Form S-8;

(2) issuances to a Covenant Party or any Subsidiary of a Covenant Party; and

(3) any such public or private sale that constitutes an Excluded Contribution.

“Euro” means the single currency of participating member states of the EMU.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Excluded Contribution” means net cash proceeds, marketable securities or Qualified Proceeds received by or contributed to a Covenant Party from,

(1) contributions to its common equity capital, and

(2) the sale (other than to a Covenant Party or a Subsidiary of a Covenant Party or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of a Covenant Party or a Subsidiary of a Covenant Party) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of VNUHF or any direct or indirect parent of VNUHF,

in each case designated as Excluded Contributions pursuant to an Officer’s Certificate on the date such capital contributions are made or the date such Equity Interests are sold, as the case may be, which are excluded from the calculation set forth in clause (3) of the first paragraph under “Certain Covenants—Limitation on Restricted Payments.”

“Fixed Charges” means, with respect to any Person for any period, the sum, without duplication, of:

(1) Consolidated Interest Expense of such Person and its Subsidiaries that are Covenant Parties or Restricted Subsidiaries for such period; plus

(2) all cash dividends or other distributions paid to any Person other than such Person or any such Subsidiary (excluding items eliminated in consolidation) on any series of Preferred Stock of a Covenant Party or a Restricted Subsidiary during such period; plus

(3) all cash dividends or other distributions paid to any Person other than such Person or any such Subsidiary (excluding items eliminated in consolidation) on any series of Disqualified Stock of a Covenant Party or a Restricted Subsidiary during such period.

“Foreign Parent” means The Nielsen Company B.V., VNU Intermediate Holding B.V. and any other direct or indirect parent organization of a Covenant Party that is a subsidiary of The Nielsen Company B.V.

“Foreign Subsidiary” means any Restricted Subsidiary that is not a Guarantor and that is not organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof and any Restricted Subsidiary of such Foreign Subsidiary.

“GAAP” means generally accepted accounting principles in the United States which are in effect on the Issue Date.

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“Government Securities” means securities that are:

(1) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or

(2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,

which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.

“guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

“Guarantee” means the guarantee by any Guarantor of the Issuers’ Obligations under the Indenture.

“Guarantor” means, each Person that Guarantees the notes in accordance with the terms of the Indenture.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap agreement or similar agreement providing for the transfer or mitigation of interest rate or currency risks either generally or under specific contingencies.

“Holder” means the Person in whose name a Senior Note is registered on the registrar’s books.

“Holdings Debt” means Indebtedness of Nielsen outstanding on the Issue Date (after giving pro forma effect to the Transactions) as reflected in Nielsen’s balance sheet and refinancings thereof that do not increase the aggregate principal amount thereof, except to the extent of additional Indebtedness incurred to pay premiums (including tender premiums), defeasance costs and fees and expenses in connection therewith.

“Indebtedness” means, with respect to any Person, without duplication:

(1) any indebtedness (including principal and premium) of such Person, whether or not contingent:

(a) in respect of borrowed money;

(b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof);

(c) representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), except (i) any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business, (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP, and (iii) liabilities accrued in the ordinary course of business; or

(d) representing any Hedging Obligations;

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if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;

(2) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred to in clause (1) of a third Person (whether or not such items would appear upon the balance sheet of such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business; and

(3) to the extent not otherwise included, the obligations of the type referred to in clause (1) of a third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person;

provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include (a) Contingent Obligations incurred in the ordinary course of business, (b) obligations under or in respect of Receivables Facilities, (c) any intercompany indebtedness (including intercompany indebtedness to a Foreign Parent) having a term not exceeding 364 days (inclusive of any rollover or extensions of terms) and made in the ordinary course of business consistent with past practice and (d) the Parent Intercompany Debt.

“Independent Financial Advisor” means an accounting, appraisal, investment banking firm or consultant to Persons engaged in Similar Businesses of nationally recognized standing that is, in the good faith judgment of the Issuers, qualified to perform the task for which it has been engaged.

“Initial Purchasers” means, with respect to the Senior Dollar Notes Deutsche Bank Securities Inc., Citigroup Global Markets Inc., J.P. Morgan Securities Inc., ABN AMRO Incorporated and ING Bank N.V. and with respect to the Senior Euro Notes, Deutsche Bank AG, London Branch, Citigroup Global Markets Limited, J.P. Morgan Securities Ltd., ABN AMRO Incorporated and ING Bank N.V.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.

“Investment Grade Securities” means:

(1) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents);

(2) debt securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among the Issuers and the Subsidiaries of any Covenant Party;

(3) investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending investment or distribution; and

(4) corresponding instruments in countries other than the United States customarily utilized for high quality investments.

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers, commission, travel and similar advances to officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of such Person in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of “Unrestricted Subsidiary” and the covenant described under “Certain Covenants—Limitation on Restricted Payments”:

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(1) “Investments” shall include the portion (proportionate to the applicable Covenant Party’s direct or indirect equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of a Covenant Party at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Issuers or applicable Restricted Subsidiary shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to:

(a) the Covenant Party’s direct or indirect “Investment” in such Subsidiary at the time of such redesignation; less

(b) the portion (proportionate to the Covenant Party’s direct or indirect equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and

(2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Issuers.

“Investors” means AlpInvest Partners, The Blackstone Group, The Carlyle Group, Hellman & Friedman, Kohlberg Kravis Roberts & Co., Thomas H. Lee Partners and each of their respective Affiliates but not including, however, any operating portfolio companies of any of the foregoing.

“Issue Date” means August 9, 2006, the date on which the notes were originally issued.

“Issuers” has the meaning set forth in the first paragraph under “General.”

“Legal Holiday” means a Saturday, a Sunday or a day on which commercial banking institutions are not required to be open in the State of New York.

“Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien.

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business.

“Net Income” means, with respect to any Person, the net income (loss) of such Person and its Subsidiaries that are Covenant Parties or Restricted Subsidiaries, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.

“Net Proceeds” means the aggregate cash proceeds received by any of the Covenant Parties or any of the Restricted Subsidiaries in respect of any Asset Sale, including any cash received upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale, net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration, including legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of principal, premium, if any, and interest on Senior Indebtedness required (other than required by clause (1) of the second paragraph of “Repurchase at the Option of Holders—Asset Sales”) to be paid as a result of such transaction and any deduction of appropriate amounts to be provided by a Covenant Party or any of the Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by a Covenant Party or any of the Restricted Subsidiaries after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

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“Obligations” means any principal (including any accretion), interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal (including any accretion), interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

“Officer” means the Chairman of the Board, the Chief Executive Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Issuers.

“Officer’s Certificate” means a certificate signed on behalf of the Issuers by an Officer of the Issuers, who must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Issuers, that meets the requirements set forth in the Indenture.

“Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Issuers or the Trustee.

“Parent Intercompany Debt” means the intercompany loan of Nielsen to VNUHF, as in effect on the Issue Date after giving effect to the Transactions.

“Permitted Asset Swap” means the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between a Covenant Party or any of the Restricted Subsidiaries and another Person; provided, that any cash or Cash Equivalents received must be applied in accordance with the “Repurchase at the Option of Holders—Asset Sales” covenant.

“Permitted Holders” means each of the Investors and members of management of a Covenant Party, a Restricted Subsidiary or any direct or indirect parent entity of the foregoing who are holders of Equity Interests of Nielsen or its direct or indirect parent organizations on the Issue Date and any group (within the meaning of Section 13(d)(3) or section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members; provided, that, in the case of such group and without giving effect to the existence of such group or any other group, such Investors and members of management, collectively, have beneficial ownership of more than 50% of the total voting power of the Voting Stock of Nielsen or any of its direct or indirect parent companies.

“Permitted Investments” means:

(1) any Investment in a Covenant Party or any of the Restricted Subsidiaries;

(2) any Investment in cash and Cash Equivalents or Investment Grade Securities;

(3) any Investment by a Covenant Party or any of the Restricted Subsidiaries in a Person that is engaged in a Similar Business if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary; or

(b) such Person, in one transaction or a series of related transactions, is merged or consolidated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, a Covenant Party or a Restricted Subsidiary,

and, in each case, any Investment held by such Person; provided, that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer;

(4) any Investment in securities or other assets not constituting cash, Cash Equivalents or Investment Grade Securities and received in connection with an Asset Sale made pursuant to the provisions of “Repurchase at the Option of Holders—Asset Sales” or any other disposition of assets not constituting an Asset Sale;

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(5) any Investment existing on the Issue Date or made pursuant to binding commitments in effect on the Issue Date or an Investment consisting of any extension, modification or renewal of any Investment existing on the Issue Date; provided that the amount of any such Investment may be increased (x) as required by the terms of such Investment as in existence on the Issue Date or (y) as otherwise permitted under this Indenture;

(6) any Investment acquired by a Covenant Party or any of the Restricted Subsidiaries:

(a) in exchange for any other Investment or accounts receivable held by such Covenant Party or any such Restricted Subsidiary in connection with or as a result of a bankruptcy workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable; or

(b) as a result of a foreclosure by a Covenant Party or any of the Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(7) Hedging Obligations permitted under clause (9) of the covenant described in “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;

(8) any Investment in a Similar Business having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (8) that are at that time outstanding, not to exceed 2.5% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(9) Investments the payment for which consists of Equity Interests (exclusive of Disqualified Stock) of a Covenant Party or any of their respective direct or indirect parent companies; provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under clause (3) of the first paragraph under the covenant described in “Certain Covenants—Limitations on Restricted Payments”;

(10) guarantees of Indebtedness permitted under the covenant described in “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;

(11) any transaction to the extent it constitutes an Investment that is permitted and made in accordance with the provisions of the second paragraph of the covenant described under “Certain Covenants—Transactions with Affiliates” (except transactions described in causes (2), (5) and (9) of such paragraph);

(12) Investments consisting of purchases and acquisitions of inventory, supplies, material or equipment;

(13) additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (13) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities), not to exceed 2.5% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(14) Investments relating to a Receivables Subsidiary that, in the good faith determination of the Issuers are necessary or advisable to effect any Receivables Facility;

(15) advances to, or guarantees of Indebtedness of, employees not in excess of $15.0 million outstanding at any one time, in the aggregate;

(16) loans and advances to officers, directors and employees for business related travel expenses, moving expenses and other similar expenses, in each case incurred in the ordinary course of business or consistent with past practices or to fund such Person’s purchase of Equity Interests of the Issuers or any direct or indirect parent company thereof; and

(17) Investments in joint ventures in an aggregate amount not to exceed $25.0 million outstanding at any one time, in the aggregate.

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“Permitted Liens” means, with respect to any Person:

(1) pledges or deposits by such Person under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business;

(2) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(3) Liens for taxes, assessments or other governmental charges not yet overdue for a period of more than 30 days or payable or subject to penalties for nonpayment or which are being contested in good faith by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(4) Liens in favor of issuers of performance and surety bonds or bid bonds or with respect to other regulatory requirements or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business;

(5) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental, to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(6) Liens securing Indebtedness permitted to be incurred pursuant to clause (4), (11)(b), (17) or (18) of the second paragraph under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; provided that Liens securing Indebtedness permitted to be incurred pursuant to clause (17) extend only to the assets of Foreign Subsidiaries and Liens securing Indebtedness permitted to be incurred pursuant to clause (18) are solely on acquired property or assets of the acquired entity, as the case may be;

(7) Liens existing on the Issue Date;

(8) Liens on property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further, however, that such Liens may not extend to any other property owned by a Covenant Party or any of the Restricted Subsidiaries;

(9) Liens on property at the time a Covenant Party or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into a Covenant Party or any of the Restricted Subsidiaries; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition; provided, further, however, that the Liens may not extend to any other property owned by a Covenant Party or any of the Restricted Subsidiaries;

(10) Liens securing Indebtedness or other obligations of a Covenant Party or a Restricted Subsidiary owing to a Covenant Party or another Restricted Subsidiary permitted to be incurred in accordance with the covenant described under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;

(11) Liens securing Hedging Obligations so long as, in the case of Hedging Obligations related to interest, the related Indebtedness is, and is permitted to be under the Indenture, secured by a Lien on the same property securing such Hedging Obligations;

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(12) Liens on specific items of inventory of other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(13) leases, subleases, licenses or sublicenses granted to others in the ordinary course of business which do not materially interfere with the ordinary conduct of the business of the Covenant Parties or any of the Restricted Subsidiaries and do not secure any Indebtedness;

(14) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Covenant Parties and the Restricted Subsidiaries in the ordinary course of business;

(15) Liens in favor of an Issuer or any Restricted Guarantor;

(16) Liens on equipment of a Covenant Party or any of the Restricted Subsidiaries granted in the ordinary course of business;

(17) Liens on accounts receivable and related assets incurred in connection with a Receivables Facility;

(18) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8) and (9); provided, however, that (a) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (b) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (6), (7), (8) and (9) at the time the original Lien became a Permitted Lien under the Indenture, and (ii) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;

(19) deposits made in the ordinary course of business to secure liability to insurance carriers;

(20) other Liens securing obligations incurred in the ordinary course of business which obligations do not exceed $50.0 million at any one time outstanding;

(21) Liens securing judgments for the payment of money not constituting an Event of Default under clause (5) under the caption “Events of Default and Remedies” so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;

(22) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

(23) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, and (iii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

(24) Liens deemed to exist in connection with Investments in repurchase agreements permitted under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;

(25) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; and

(26) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or

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sweep accounts of the Covenant Parties or any of the Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Covenant Parties and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Covenant Parties or any of the Restricted Subsidiaries in the ordinary course of business.

For purposes of this definition, the term “Indebtedness” shall be deemed to include interest on and the costs in respect of such Indebtedness.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Preferred Stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.

“Qualified Proceeds” means assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business; provided that the fair market value of any such assets or Capital Stock shall be determined by the Issuers in good faith.

“Rating Agencies” means Moody’s and S&P or if Moody’s or S&P or both shall not make a rating on the notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Issuers which shall be substituted for Moody’s or S&P or both, as the case may be.

“Receivables Facility” means any of one or more receivables financing facilities as amended, supplemented, modified, extended, renewed, restated or refunded from time to time, the Obligations of which are non-recourse (except for customary representations, warranties, covenants and indemnities made in connection with such facilities) to the Covenant Parties or any of the Restricted Subsidiaries (other than a Receivables Subsidiary) pursuant to which the Covenant Parties or any of the Restricted Subsidiaries sells their accounts receivable to either (a) a Person that is not a Restricted Subsidiary or (b) a Receivables Subsidiary that in turn sells its accounts receivable to a Person that is not a Restricted Subsidiary.

“Receivables Fees” means distributions or payments made directly or by means of discounts with respect to any accounts receivable or participation interest therein issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Facility.

“Receivables Subsidiary” means any Subsidiary formed for the purpose of, and that solely engages only in one or more Receivables Facilities and other activities reasonably related thereto.

“Registration Rights Agreement” means the Registration Rights Agreement with respect to the notes dated as of the Issue Date, among the Issuers, the Guarantors and the Initial Purchasers.

“Related Business Assets” means assets (other than cash or Cash Equivalents) used or useful in a Similar Business, provided that any assets received by the Covenant Parties or a Restricted Subsidiary in exchange for assets transferred by the Covenant Parties or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

“Restricted Cash” means cash and Cash Equivalents held by Restricted Subsidiaries that is contractually restricted from being distributed to the Covenant Parties, except for such restrictions that are contained in agreements governing Indebtedness permitted under the Indenture and that is secured by such cash or Cash Equivalents.

“Restricted Guarantor” means a Guarantor that is a Covenant Party or a Restricted Subsidiary.

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“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Subsidiary” means, at any time, each direct and indirect Subsidiary of each Covenant Party (including any Foreign Subsidiary) that is not an Issuer or that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted Subsidiary.”

“S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.

“Sale and Lease-Back Transaction” means any arrangement providing for the leasing by a Covenant Party or any of the Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by such Covenant Party or such Restricted Subsidiary to a third Person in contemplation of such leasing.

“SEC” means the U.S. Securities and Exchange Commission.

“Secured Indebtedness” means any Indebtedness of a Covenant Party or any of the Restricted Subsidiaries secured by a Lien.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Senior Credit Facilities” means the Credit Facility under the Credit Agreement to be entered into as of the Issue Date by and among the Issuers, the Guarantors, the lenders party thereto in their capacities as lenders thereunder and Citibank, N.A., as Administrative Agent including any guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements, refundings or refinancings thereof and any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” above).

“Senior Indebtedness” means:

(1) all Indebtedness of the Issuers or any Guarantor outstanding under the Senior Credit Facilities or notes and related Guarantees (including interest accruing on or after the filing of any petition in bankruptcy or similar proceeding or for reorganization of the Issuers or any Guarantor (at the rate provided for in the documentation with respect thereto, regardless of whether or not a claim for post-filing interest is allowed in such proceedings)), and any and all other fees, expense reimbursement obligations, indemnification amounts, penalties, and other amounts (whether existing on the Issue Date or thereafter created or incurred) and all obligations of the Issuers or any Guarantor to reimburse any bank or other Person in respect of amounts paid under letters of credit, acceptances or other similar instruments;

(2) all Hedging Obligations (and guarantees thereof) owing to a Lender (as defined in the Senior Credit Facilities) or any Affiliate of such Lender (or any Person that was a Lender or an Affiliate of such Lender at the time the applicable agreement giving rise to such Hedging Obligation was entered into), provided that such Hedging Obligations are permitted to be incurred under the terms of the Indenture;

(3) any other Indebtedness of the Issuers or any Guarantor permitted to be incurred under the terms of the Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the notes or any related Guarantee; and

(4) all Obligations with respect to the items listed in the preceding clauses (1), (2) and (3);

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provided, however, that Senior Indebtedness shall not include:

(a) any obligation of such Person to the Covenant Parties or any of their respective Subsidiaries;

(b) any liability for federal, state, local or other taxes owed or owing by such Person;

(c) any accounts payable or other liability to trade creditors arising in the ordinary course of business; provided that obligations incurred pursuant to the Credit Facilities shall not be excluded pursuant to this clause (c);

(d) any Indebtedness or other Obligation of such Person which is subordinate or junior in any respect to any other Indebtedness or other Obligation of such Person; or

(e) that portion of any Indebtedness which at the time of incurrence is incurred in violation of the Indenture.

“Senior Subordinated Discount Notes” means the Issuers’ 12 ¹/2% Senior Subordinated Discount Notes due 2016 issued on the Issue Date.

“Significant Party” means any Guarantor or Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Issue Date.

“Similar Business” means any business conducted or proposed to be conducted by the Covenant Parties and the Restricted Subsidiaries on the Issue Date or any business that is similar, reasonably related, incidental or ancillary thereto.

“Sponsor Management Agreements” means the advisory agreements between each of ACN Holdings, Inc. and The Nielsen Company (US), Inc. and Valcon, in each case as in effect on the date hereof and giving effect to amendments thereto that, taken as a whole, are not materially adverse to the interests of the holders of the notes.

“Sterling Notes” means the £250 million 5.63% Senior Notes due 2010 of The Nielsen Company B.V.

“Subordinated Indebtedness” means,

(1) any Indebtedness of the Issuers which is by its terms subordinated in right of payment to the notes, and

(2) any Indebtedness of any Guarantor which is by its terms subordinated in right of payment to the Guarantee of such entity of the notes.

“Subsidiary” means, with respect to any Person:

(1) any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof; and

(2) any partnership, joint venture, limited liability company or similar entity of which

(x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise, and

(y) such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

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“Total Assets” means total assets of the Covenant Parties and the Restricted Subsidiaries on a consolidated basis, shown on the most recent balance sheet of the Covenant Parties and the Restricted Subsidiaries as may be expressly stated without giving effect to any amortization of the amount of intangible assets since the Issue Date; provided that in no event shall the Transactions Intercompany Obligations constitute part of Total Assets.

“Transactions” means the transactions described under “Prospectus Summary—The Transactions.”

“Transactions Intercompany Obligations” means any intercompany loan made by a Covenant Party or a Restricted Subsidiary to a Foreign Parent outstanding on the Issue Date or made for the purpose of consummating the Transactions.

“Treasury Rate” means, as of any Redemption Date, the yield to maturity as of such Redemption Date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the Redemption Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the Redemption Date to August 1, 2010; provided, however, that if the period from the Redemption Date to August 1, 2010 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended (15 U.S.C §§ 77aaa-77bbbb).

“Unrestricted Subsidiary” means:

(1) each of NetRatings, Inc. and BuzzMetrics, Inc.;

(2) any Subsidiary of a Covenant Party which at the time of determination is an Unrestricted Subsidiary (as designated by the Issuers, as provided below); and

(3) any Subsidiary of an Unrestricted Subsidiary.

The Issuers may designate any Subsidiary of a Covenant Party (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, a Covenant Party or any Restricted Subsidiary of a Covenant Party (other than solely any Unrestricted Subsidiary of the Subsidiary to be so designated); provided that

(1) any Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned, directly or indirectly, by a Covenant Party;

(2) such designation complies with the covenants described under “Certain Covenants—Limitation on Restricted Payments”; and

(3) each of:

(a) the Subsidiary to be so designated; and

(b) its Subsidiaries

has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of any Covenant Party or any Restricted Subsidiary.

The Issuers may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, no Default shall have occurred and be continuing and either:

(1) the Issuers could incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test described in the first paragraph under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; or

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(2) the Consolidated Leverage Ratio for the Covenant Parties and the Restricted Subsidiaries would be less than such ratio immediately prior to such designation,

in each case on a pro forma basis taking into account such designation.

Any such designation by the Issuers shall be notified by the Issuers to the Trustee by promptly filing with the Trustee a copy of the resolution of the board of directors of the Issuers or any committee thereof giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions.

“Nielsen Senior Discount Notes” means the 11 ¹/8% Senior Discount Notes due 2016 issued by Nielsen on the Issue Date.

“VNUHF” means VNU Holding and Finance B.V.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the board of directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing:

(1) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment; by

(2) the sum of all such payments.

“Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Equity Interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person.

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DESCRIPTION OF SENIOR SUBORDINATED DISCOUNT NOTES

General

Certain terms used in this description are defined under the subheading “Certain Definitions.” In this description, (i) the term “Issuers” refers to Nielsen Finance LLC and Nielsen Finance Co., and (ii) the terms “we,” “our” and “us” each refer to the Covenant Parties and their consolidated Subsidiaries.

The Issuers issued the old notes, and will issue the exchange notes, under an indenture dated August 9, 2006 (the “Indenture”) among the Issuers, the Guarantors and Law Debenture Trust Company of New York, as trustee (the “Trustee”). Except as set forth herein, the terms of the exchange notes will be substantially identical and include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act.

The following description is only a summary of the material provisions of the Indenture and Registration Rights Agreement and does not purport to be complete and is qualified in its entirety by reference to the provisions of those agreements, including the definitions therein of certain terms used below. We urge you to read the Indenture and the Registration Rights Agreement because those agreements, not this description, define your rights as Holders of the exchange notes. You may request copies of the Indenture and Registration Rights Agreement at our address set forth under the heading “Prospectus Summary.”

Brief Description of Senior Subordinated Discount Notes

The old notes are, and the exchange notes will be:

• unsecured senior subordinated obligations of the Issuers;

• subordinated in right of payment to all existing and future Senior Indebtedness (including the Senior Credit Facilities and the Senior Notes) of the Issuers;

• effectively subordinated to all secured Indebtedness of the Issuers (including the Senior Credit Facilities);

• senior in right of payment to any future Subordinated Indebtedness of the Issuers; and

• initially guaranteed on an unsecured senior subordinated basis by each of the Foreign Parents and Restricted Subsidiaries that guarantee the Senior Credit Facilities.

Guarantees

The Guarantors, as primary obligors and not merely as sureties, will initially jointly and severally irrevocably and unconditionally guarantee, on an unsecured senior subordinated basis, the performance and full and punctual payment when due, whether at maturity, by acceleration or otherwise, of all obligations of the Issuers under the Indenture, the old notes and the exchange notes, whether for payment of principal (including any accretion) of or interest on or Additional Interest in respect of the notes, expenses, indemnification or otherwise, on the terms set forth in the Indenture by executing the Indenture.

The Foreign Parents and Restricted Subsidiaries that guarantee the Senior Credit Facilities will initially guarantee the notes. Each of the Guarantees of the notes will be a general unsecured obligation of each Guarantor, will be subordinated in right of payment to all existing and future Senior Indebtedness of each such entity and will be effectively subordinated to all secured Indebtedness of each such entity. The notes will be structurally subordinated to Indebtedness of Restricted Subsidiaries of the Covenant Parties that do not Guarantee the notes.

Not all of the Restricted Subsidiaries will Guarantee the notes. In the event of a bankruptcy, liquidation or reorganization of any of these non-guarantor Subsidiaries, the non-guarantor Subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute or contribute, as the case may be, any of their assets to a Guarantor. None of (a) the Foreign Subsidiaries of Domestic Subsidiaries, (b) non-Wholly

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Owned Subsidiaries of the Covenant Parties or any Receivables Subsidiary and (c) certain other Foreign Subsidiaries not required to guarantee the Senior Credit Facilities will guarantee the notes. The non-guarantor Subsidiaries, accounted for approximately $699 million, or 43%, of our total revenue and approximately $16 million, or 28%, of our operating income for the Predecessor period (January 1, 2006 through May 23, 2006) and accounted for approximately $1,142 million, or 45%, of our total revenue and approximately $75 million, or 69%, of our operating income, and approximately $6,710 million or 42% of our total assets for the Successor period (May 24, 2006 through December 31, 2006).

The obligations of each Guarantor under its Guarantees will be limited as necessary to prevent the Guarantees from constituting a fraudulent conveyance under applicable law.

Any entity that makes a payment under its Guarantee will be entitled upon payment in full of all guaranteed obligations under the Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP.

If a Guarantee was rendered voidable, it could be subordinated by a court to all other indebtedness (including guarantees and other contingent liabilities) of the Guarantor, and, depending on the amount of such indebtedness, a Guarantor’s liability on its Guarantee could be reduced to zero. See “Risk Factors—Risks Related to the Notes—Federal and state fraudulent transfer laws may permit a court to void the guarantees, and, if that occurs, you may not receive any payment on the notes.”

A Guarantee by a Guarantor shall provide by its terms that it shall be automatically and unconditionally released and discharged upon:

(1)(a) any sale, exchange or transfer (by merger or otherwise) of (i) the Capital Stock of such Guarantor (other than VNUHF) (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary or a Subsidiary of a Guarantor or (ii) all or substantially all the assets of such Guarantor (other than VNUHF) which sale, exchange or transfer is made in a manner not in violation of the applicable provisions of the Indenture;

(b) the release or discharge of the guarantee by such Guarantor (other than VNUHF) of the Senior Credit Facilities or the guarantee which resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee;

(c) the proper designation of any Restricted Subsidiary that is a Guarantor (other than VNUHF) as an Unrestricted Subsidiary; or

(d) the Issuers exercising their legal defeasance option or covenant defeasance option as described under “Legal Defeasance and Covenant Defeasance” or the Issuers’ obligations under the Indenture being discharged in a manner not in violation of the terms of the Indenture; and

(2) such Guarantor delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction have been complied with.

Ranking

The payment of the principal (including any accretion) of, premium, if any, and interest on the notes and the payment of any Guarantee will be subordinate in right of payment to the prior payment in cash in full of all Senior Indebtedness of the Issuers or the relevant Guarantor, as the case may be, including the obligations of the Issuers and such Guarantor under the Senior Credit Facilities and the Senior Notes.

The notes will be subordinated in right of payment to all of the existing and future Senior Indebtedness of each Issuer and each Guarantor and effectively subordinated to all of the existing and future Secured Indebtedness of each Issuer and each Guarantor to the extent of the value of the assets securing such

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Indebtedness. As of December 31, 2006, the Issuers and the Guarantors had $6,239 million of Senior Indebtedness (of which $5,220 million was secured Indebtedness under the Senior Credit Facilities). In addition, as of December 31, 2006, the non-Guarantor Subsidiaries had $1,178 million of liabilities that were structurally senior to the notes.

Although the Indenture will contain limitations on the amount of additional Indebtedness that the Issuers and the Guarantors may incur, under certain circumstances the amount of such Indebtedness could be substantial and, in any case, such Indebtedness may be Senior Indebtedness. See “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.”

Paying Agent and Registrar for the Senior Subordinated Discount Notes

The Issuers will maintain one or more paying agents for the notes in the Borough of Manhattan, City of New York. The initial paying agent for the notes will be Deutsche Bank Trust Company Americas.

The Issuers will also maintain a registrar with offices in the Borough of Manhattan, City of New York. If the Issuers fail to appoint a registrar the Trustee will act as such. The registrar will maintain a register reflecting ownership of the notes outstanding from time to time and will make payments on and facilitate transfer of notes on behalf of the Issuers.

The Issuers may change the paying agents or the registrars without prior notice to the Holders. The Issuers, a Restricted Subsidiary or any Subsidiaries of a Restricted Subsidiary may act as a paying agent or registrar.

Subordination of the Senior Subordinated Discount Notes

Only Indebtedness of the Issuers or a Guarantor that is Senior Indebtedness will rank senior to the notes and the Guarantees in accordance with the provisions of the Indenture. The notes and Guarantees will in all respects rank pari passu with all other Senior Subordinated Indebtedness of the Issuers and the relevant Guarantor, respectively.

We will agree in the Indenture that the Issuers and the Guarantors will not incur any Indebtedness that is subordinate or junior in right of payment to the Senior Indebtedness of such Person, unless such Indebtedness is Senior Subordinated Indebtedness of the applicable Person or is expressly subordinated in right of payment to Senior Subordinated Indebtedness of such Person. The Indenture will not treat (i) unsecured Indebtedness as subordinated or junior to Secured Indebtedness merely because it is unsecured or (ii) Senior Indebtedness as subordinated or junior to any other Senior Indebtedness merely because it has a junior priority with respect to the same collateral.

Neither the Issuers nor any Guarantor is permitted to pay principal (including any accretion) of, premium, if any, or interest on the notes (or pay any other obligations relating to the notes, including Additional Interest, fees, costs, expenses, indemnities and rescission or damage claims) or make any deposit pursuant to the provisions described under “Legal Defeasance and Covenant Defeasance” or “Satisfaction and Discharge” below and may not purchase, redeem or otherwise retire any notes (collectively, “pay the notes”) (except in the form of Permitted Junior Securities) if either of the following occurs (a “Payment Default”):

(1) any Obligation on any Designated Senior Indebtedness of the Issuers is not paid in full in cash when due (after giving effect to any applicable grace period); or

(2) any other default on Designated Senior Indebtedness of the Issuers occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms;

unless, in either case, the Payment Default has been cured or waived and any such acceleration has been rescinded or such Designated Senior Indebtedness has been paid in full in cash. Regardless of the foregoing, the Issuers are permitted to pay the notes if the Issuers and the Trustee receive written notice approving such

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payment from the Representatives of all Designated Senior Indebtedness with respect to which the Payment Default has occurred and is continuing.

During the continuance of any default (other than a Payment Default) (a “Non-Payment Default”) with respect to any Designated Senior Indebtedness pursuant to which the maturity thereof may be accelerated without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Issuers are not permitted to pay the notes (except in the form of Permitted Junior Securities) for a period (a “Payment Blockage Period”) commencing upon the receipt by the Trustee (with a copy to the Issuers) of written notice (a “Blockage Notice”) of such Non-Payment Default from the Representative of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter. The Payment Blockage Period will end earlier if such Payment Blockage Period is terminated:

(1) by written notice to the Trustee and the Issuers from the Person or Persons who gave such Blockage Notice;

(2) because the default giving rise to such Blockage Notice is cured, waived or otherwise no longer continuing; or

(3) because such Designated Senior Indebtedness has been discharged or repaid in full in cash.

Notwithstanding the provisions described above, unless the holders of such Designated Senior Indebtedness or the Representative of such Designated Senior Indebtedness have accelerated the maturity of such Designated Senior Indebtedness, the Issuers and related Guarantors are permitted to resume paying the notes after the end of such Payment Blockage Period. The notes shall not be subject to more than one Payment Blockage Period in any consecutive 360-day period irrespective of the number of defaults with respect to Designated Senior Indebtedness during such period; provided that if any Blockage Notice is delivered to the Trustee by or on behalf of the holders of Designated Senior Indebtedness of the Issuers (other than the holders of Indebtedness under the Senior Credit Facilities), a Representative of holders of Indebtedness under the Senior Credit Facilities may give another Blockage Notice within such period. However, in no event may the total number of days during which any Payment Blockage Period or Periods on the notes is in effect exceed 179 days in the aggregate during any consecutive 360-day period, and there must be at least 181 days during any consecutive 360-day period during which no Payment Blockage Period is in effect. Notwithstanding the foregoing, however, no default that existed or was continuing on the date of delivery of any Blockage Notice to the Trustee will be, or be made, the basis for a subsequent Blockage Notice unless such default has been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants during the period after the date of delivery of such initial Blockage Notice, that, in either case, would give rise to a Non-Payment Default pursuant to any provisions under which a Non-Payment Default previously existed or was continuing shall constitute a new Non-Payment Default for this purpose).

In connection with the notes, in the event of any payment or distribution of the assets of the Issuers upon a total or partial liquidation or dissolution or reorganization of or similar proceeding relating to the Issuers or their property:

(1) the holders of Senior Indebtedness of the Issuers will be entitled to receive payment in full in cash of such Senior Indebtedness before the Holders of the notes are entitled to receive any payment;

(2) until the Senior Indebtedness of the Issuers is paid in full in cash, any payment or distribution to which Holders of the notes would be entitled but for the subordination provisions of the Indenture will be made to holders of such Senior Indebtedness as their interests may appear, except that Holders of notes may receive Permitted Junior Securities; and

(3) if a distribution is made to Holders of the notes that, due to the subordination provisions, should not have been made to them, such Holders of the notes are required to hold it in trust for the holders of Senior Indebtedness of the Issuers and pay it over to them as their interests may appear.

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The subordination and payment blockage provisions described above will not prevent a Default from occurring under the Indenture upon the failure of the Issuers to pay cash interest or principal (including any accretion) with respect to the notes when due by their terms. If payment of the notes is accelerated because of an Event of Default, the Issuers must promptly notify the holders of Designated Senior Indebtedness or the Representative of such Designated Senior Indebtedness of the acceleration. So long as there shall remain outstanding any Senior Indebtedness under the Senior Credit Facilities, a Blockage Notice may be given only by the administrative agent thereunder unless otherwise agreed to in writing by the requisite lenders named therein. If any Designated Senior Indebtedness of the Issuers is outstanding, neither the Issuers nor any Guarantor may pay the notes until five Business Days after the Representatives of all the issuers of such Designated Senior Indebtedness receive notice of such acceleration and, thereafter, may pay the notes only if the Indenture otherwise permits payment at that time.

Each Guarantor’s obligations under its Guarantee are senior subordinated obligations of that Guarantor. As such, the rights of Holders to receive payment pursuant to such Guarantee will be subordinated in right of payment to the rights of holders of Senior Indebtedness of such Guarantor. The terms of the subordination and payment blockage provisions described above with respect to the Issuers’ obligations under the notes apply equally to the obligations of such Guarantor under its Guarantee.

A Holder by its acceptance of notes agrees to be bound by such provisions and authorizes and expressly directs the Trustee, on its behalf, to take such action as may be necessary or appropriate to effectuate the subordination provided for in the Indenture and appoints the Trustee its attorney-in-fact for such purpose.

By reason of the subordination provisions contained in the Indenture, in the event of a liquidation or insolvency proceeding, creditors of an Issuer or a Guarantor who are holders of Senior Indebtedness of such Issuer or such Guarantor, as the case may be, may recover more, ratably, than the Holders of the notes, and creditors who are not holders of Senior Indebtedness may recover less, ratably, than holders of Senior Indebtedness and may recover more, ratably, than the Holders of the notes.

The terms of the subordination provisions described above will not apply to payments from money or the proceeds of government securities held in trust by the Trustee for the payment of principal (including any accretion) of and interest on the notes pursuant to the provisions described under “Legal Defeasance and Covenant Defeasance” or “Satisfaction and Discharge,” if the foregoing subordination provisions were not violated at the time the applicable amounts were deposited in trust pursuant to such provisions.

Transfer and Exchange

A Holder may transfer or exchange notes in accordance with the Indenture. The registrar and the Trustee may require a Holder to furnish appropriate endorsements and transfer documents in connection with a transfer of notes. Holders will be required to pay all taxes due on transfer. The Issuers are not required to transfer or exchange any Senior Subordinated Discount Note selected for redemption. Also, the Issuers are not required to transfer or exchange any Senior Subordinated Discount Note for a period of 15 days before a selection of notes to be redeemed.

Principal, Maturity and Interest

The Issuers will issue up to $1,070,000,000 in an aggregate principal amount at maturity of notes in this exchange offer. The notes will mature on August 1, 2016. The notes will be issued at a significant discount from their principal amount at maturity. The notes had an initial Accreted Value of $546.86 per $1,000 principal amount at maturity to generate aggregate gross proceeds of approximately $585 million. The Accreted Value of each note will increase from the date of issuance until August 1, 2011, at a rate of 12 ¹/2% per annum, compounded semiannually using a 360-day year comprised of twelve 30-day months, such that the accreted value will equal the principal amount at maturity on such date. Subject to compliance with the covenant

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described below under the caption “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” the Issuers may issue additional notes from time to time after this offering under the Indenture (“Additional Senior Subordinated Discount Notes”). The notes offered by the Issuers and any Additional Senior Subordinated Discount Notes subsequently issued under the Indenture will be treated as a single class for all purposes under the Indenture, including waivers, amendments, redemptions and offers to purchase. Unless the context requires otherwise, references to “Senior Subordinated Discount Notes” for all purposes of the Indenture and this “Description of Senior Subordinated Discount Notes” include any Additional Senior Subordinated Discount Notes that are actually issued.

No cash interest will accrue on the notes prior to August 1, 2011 although for U.S. federal income tax purposes a significant amount of original issue discount, taxable as ordinary income, will be recognized by a Holder as such discount accretes. See “Material United States Federal Tax Considerations” for a discussion regarding the taxation of such original issue discount. Cash interest will accrue on the notes at the rate per annum shown on the front cover of this prospectus from August 1, 2011, or from the most recent date to which interest has been paid or provided for. Interest will be payable semiannually using a 360-day year comprised of twelve 30-day months in cash to Holders of record at the close of business on the January 15 or July 15 immediately preceding the interest payment date, on February 1 and August 1 of each year, commencing February 1, 2012.

Additional Interest

Additional Interest may accrue on the notes in certain circumstances pursuant to the Registration Rights Agreement. All references in the Indenture, in any context, to any interest or ether amount payable on or with respect to the notes shall be deemed to include any Additional Interest pursuant to the Registration Rights Agreement. Principal (including any accretion) of, premium, if any, and interest on the notes will be payable at the office or agency of the Issuers maintained for such purpose within the City and State of New York or, at the option of the Issuers, payment of interest may be made by check mailed to the Holders of the notes at their respective addresses set forth in the register of Holders; provided that all payments of principal (including any accretion), premium, if any, and interest with respect to the notes represented by one or more global notes registered in the name of or held by DTC or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Until otherwise designated by the Issuers, the Issuers’ office or agency in New York will be the office of the Trustee maintained for such purpose.

Mandatory Redemption; Offers to Purchase; Open Market Purchases

The Issuers are not required to make any mandatory redemption or sinking fund payments with respect to the notes. However, under certain circumstances, the Issuers may be required to offer to purchase notes as described under the caption “Repurchase at the Option of Holders.” We may at any time and from time to time purchase notes in the open market or otherwise.

Optional Redemption

Except as set forth below, the Issuers will not be entitled to redeem the notes at its option prior to August 1, 2011.

At any time prior to August 1, 2011 the Issuers may redeem all or a part of the notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first class mail to the registered address of each Holder, at a redemption price equal to 100% of the Accreted Value of notes redeemed plus the Applicable Premium as of the date of redemption (the “Redemption Date”), and, without duplication, accrued and unpaid interest and Additional Interest, if any, to the Redemption Date, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date.

On and after August 1, 2011 the Issuers may redeem the notes, in whole or in part, upon notice as described under the heading “Repurchase at the Option of Holders—Selection and Notice” at the redemption prices

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(expressed as percentages of principal amount at maturity of the notes to be redeemed) set forth below, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve month period beginning on August 1 of each of the years indicated below:

Year	Percentage
2011	106.250	%
2012	104.167	%
2013	102.083	%
2014 and thereafter	100.000	%

In addition, until August 1, 2009, the Issuers may, at their option, redeem up to 35% of the aggregate principal amount at maturity of notes issued by it at a redemption price equal to 112.500% of the aggregate Accreted Value thereof, plus, without duplication, accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, with the net cash proceeds of (a) one or more Equity Offerings and/or (b) one or more sales of a business unit of Nielsen, in each case to the extent such net cash proceeds are received by or contributed to a Covenant Party or a Restricted Subsidiary of a Covenant Party; provided that at least 50% of the sum of the aggregate principal amount at maturity of notes originally issued under the Indenture and any Additional Senior Subordinated Discount Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 90 days of the date of closing of each such Equity Offering or sale.

Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering.

The Trustee shall select the notes to be purchased in the manner described under “Repurchase at the Option of Holders—Selection and Notice.”

Repurchase at the Option of Holders

Change of Control

The notes provide that if a Change of Control occurs, unless the Issuers have previously or concurrently mailed a redemption notice with respect to all the outstanding notes as described under “Optional Redemption,” the Issuers will make an offer to purchase all of the notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate Accreted Value thereof plus, without duplication, accrued and unpaid interest and Additional Interest, if any, to the date of purchase, subject to the right of Holders of the notes of record on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the Issuers will send notice of such Change of Control Offer by first class mail, with a copy to the Trustee, to each Holder of notes to the address of such Holder appearing in the security register with a copy to the Trustee, with the following information:

(1) that a Change of Control Offer is being made pursuant to the covenant entitled “Change of Control,” and that all notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuers;

(2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);

(3) that any Senior Subordinated Discount Note not properly tendered will remain outstanding and continue to accrete or accrue interest, as the case may be;

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(4) that unless the Issuers default in the payment of the Change of Control Payment, all notes accepted for payment pursuant to the Change of Control Offer will cease to accrete or accrue interest on the Change of Control Payment Date, as the case may be;

(5) that Holders electing to have any notes purchased pursuant to a Change of Control Offer will be required to surrender such notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

(6) that Holders will be entitled to withdraw their tendered notes and their election to require the Issuers to purchase such notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control notice, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder of the notes, the principal amount at maturity of notes tendered for purchase, and a statement that such Holder is withdrawing its tendered notes and its election to have such notes purchased;

(7) that if the Issuers are redeeming less than all of the notes, the Holders of the remaining notes will be issued new notes and such new notes will be equal in principal amount at maturity to the unpurchased portion of the notes surrendered. The unpurchased portion of the notes must be equal to a minimum of $2,000, or an integral multiple of $1,000, in each case in principal amount at maturity; and

(8) the other instructions, as determined by the Issuers, consistent with the covenant described hereunder, that a Holder must follow.

The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in the Indenture by virtue thereof.

On the Change of Control Payment Date, the Issuers will, to the extent permitted by law,

(1) accept for payment all notes issued by them or portions thereof properly tendered pursuant to the Change of Control Offer,

(2) deposit with the paying agent an amount equal to the aggregate Change of Control Payment in respect of all notes or portions thereof so tendered, and

(3) deliver, or cause to be delivered, to the Trustee for cancellation the notes so accepted together with an Officer’s Certificate to the Trustee stating that such notes or portions thereof have been tendered to and purchased by the Issuers.

The Senior Credit Facilities and Senior Notes will prohibit or limit, and future credit agreements or other agreements relating to Senior Indebtedness to which the Issuers become a party may prohibit or limit, the Issuers from purchasing any notes as a result of a Change of Control. In the event a Change of Control occurs at a time when the Issuers are prohibited from purchasing the notes, the Issuers could seek the consent of their lenders and the holders of the Senior Notes to permit the purchase of the notes or could attempt to refinance the borrowings that contain such prohibition. If the Issuers do not obtain such consent or repay such borrowings, the Issuers will remain prohibited from purchasing the notes. In such case, the Issuers’ failure to purchase tendered notes would constitute an Event of Default under the Indenture. If, as a result thereof, a default occurs with respect to any Senior Indebtedness, the subordination provisions in the Indenture would restrict payments to the Holders of notes under certain circumstances. The Senior Credit Facilities will provide that certain change of control events with respect to the Issuers would constitute a default thereunder (including a Change of Control under the Indenture). If we experience a change of control that triggers a default under our Senior Credit Facilities, we

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could seek a waiver of such default or seek to refinance our Senior Credit Facilities. In the event we do not obtain such a waiver or refinance the Senior Credit Facilities, such default could result in amounts outstanding under our Senior Credit Facilities being declared due and payable and cause a Receivables Facility to be wound-down.

Our ability to pay cash to the Holders of notes following the occurrence of a Change of Control may be limited by our then-existing financial resources. Therefore, sufficient funds may not be available when necessary to make any required repurchases.

The Change of Control purchase feature of the notes may in certain circumstances make more difficult or discourage a sale or takeover of us and, thus, the removal of incumbent management. The Change of Control purchase feature is a result of negotiations between the Initial Purchasers and us. After the Issue Date, we have no present intention to engage in a transaction involving a Change of Control, although it is possible that we could decide to do so in the future. Subject to the limitations discussed below, we could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the Indenture, but that could increase the amount of indebtedness outstanding at such time or otherwise affect our capital structure or credit ratings. Restrictions on our ability to incur additional Indebtedness are contained in the covenants described under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” and “Certain Covenants—Liens.” Such restrictions in the Indenture can be waived only with the consent of the Holders of a majority in principal amount at maturity of the notes then outstanding. Except for the limitations contained in such covenants, however, the Indenture will not contain any covenants or provisions that may afford Holders of the notes protection in the event of a highly leveraged transaction.

We will not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by us and purchases all notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.

The definition of “Change of Control” includes a disposition of all or substantially all of the assets of the Covenant Parties and their Restricted Subsidiaries to any Person. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve a disposition of “all or substantially all” of the assets of the Covenant Parties and their Restricted Subsidiaries. As a result, it may be unclear as to whether a Change of Control has occurred and whether a Holder of notes may require the Issuers to make an offer to repurchase the notes as described above.

The provisions under the Indenture relative to the Issuers’ obligation to make an offer to repurchase the notes as a result of a Change of Control may be waived or modified with the written consent of the Holders of a majority in principal amount at maturity of the notes.

Asset Sales

The Indenture will provide that the Covenant Parties will not, and will not permit any of the Restricted Subsidiaries to, cause, make or suffer to exist an Asset Sale, unless:

(1) a Covenant Party or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Issuers) of the assets sold or otherwise disposed of; and

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(2) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by a Covenant Party or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of:

(a) any liabilities (as shown on such Covenant Party’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of a Covenant Party or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the notes, that are assumed by the transferee of any such assets and for which the Covenant Parties and all of the Restricted Subsidiaries have been validly released by all creditors in writing,

(b) any securities received by such Covenant Party or such Restricted Subsidiary from such transferee that are converted by such Covenant Party or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale, and

(c) any Designated Non-cash Consideration received by such Covenant Party or such Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed 5.0% of Total Assets at the time of the receipt of such Designated Non-cash Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value,

shall be deemed to be cash for purposes of this provision and for no other purpose.

Within 15 months after the receipt of any Net Proceeds of any Asset Sale, such Covenant Party or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale,

(1) to permanently reduce:

(a) Obligations under the Senior Indebtedness of an Issuer or a Restricted Guarantor, and to correspondingly reduce commitments with respect thereto;

(b) Obligations under (i) notes (to the extent such purchases are at or above 100% of the Accreted Value thereof) or (ii) any other Senior Subordinated Indebtedness of an Issuer or a Restricted Guarantor (and to correspondingly reduce commitments with respect thereto); provided that the Issuers shall equally and ratably reduce Obligations under the notes as provided under “Optional Redemption,” through open-market purchases (to the extent such purchases are at or above 100% of the Accreted Value thereof) or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders of notes to purchase their notes at 100% of the Accreted Value thereof, plus, in the case of each of clauses (i) and (ii), without duplication, the amount of accrued but unpaid interest, if any, on the amount of notes that would otherwise be prepaid, or

(c) Indebtedness of a Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to a Covenant Party or another Restricted Subsidiary; or

(2) to make (a) an Investment in any one or more businesses, provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in a Covenant Party or Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) properties, (c) capital expenditures or (d) acquisitions of other assets that, in the case of each of (a), (b), (c) and (d) are either (x) used or useful in a Similar Business or (y) replace the businesses, properties and/or assets that are the subject of such Asset Sale;

provided that, in the case of clause (2) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as the Covenant Party, or such other Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied

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in connection therewith, such Covenant Party or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination; provided further that if any Second Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds. Notwithstanding anything to the contrary, any Net Proceeds from the sale, transfer, conveyance or other disposal of all or substantially all of the assets of ACN and its Subsidiaries that are Restricted Subsidiaries to the extent otherwise permitted under the Indenture, will be applied in accordance with this paragraph within 12 months after receipt of such Net Proceeds, and the proviso to the previous sentence with respect to Acceptable Commitments and Second Commitments will not be applicable to the application of such Net Proceeds.

Any Net Proceeds from the Asset Sale that are not invested or applied as provided and within the time period set forth in the first sentence of the preceding paragraph will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $100.0 million, the Issuers shall make an offer to all Holders of the notes and, if required by the terms of any Senior Subordinated Indebtedness, to the holders of such Senior Subordinated Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate Accreted Value or principal amount, as applicable, of the notes and such Senior Subordinated Indebtedness that is a minimum of $2,000, or an integral multiple of $1,000 (in each case in aggregate principal amount at maturity), that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the Accreted Value or principal amount thereof, as applicable, plus, without duplication, accrued and unpaid interest and Additional Interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. The Issuers will commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $100.0 million by mailing the notice required pursuant to the terms of the Indenture, with a copy to the Trustee.

To the extent that the aggregate Accreted Value or principal amount, as applicable, of notes and such Senior Subordinated Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuers may use any remaining Excess Proceeds for general corporate purposes, subject to the other covenants contained in the Indenture. If the aggregate Accreted Value or principal amount, as applicable, of notes and the Senior Subordinated Indebtedness surrendered in an Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the notes and such Senior Subordinated Indebtedness to be purchased on a pro rata basis based on the Accreted Value or principal amount, as applicable, of the notes and such Senior Subordinated Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

Pending the final application of any Net Proceeds pursuant to this covenant, the holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Proceeds in any manner not prohibited by the Indenture.

The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in the Indenture by virtue thereof.

The Senior Credit Facilities and Senior Notes limit, and future credit agreements or other agreements relating to Senior Indebtedness to which the Issuers become a party may prohibit or limit, the Issuers from purchasing any notes pursuant to this Asset Sales covenant. In the event the Issuers are prohibited from purchasing the notes, the Issuers could seek the consent of their lenders and the holders of the Senior Notes to the purchase of the notes or could attempt to refinance the borrowings that contain such prohibition. If the Issuers do not obtain such consent or repay such borrowings, they will remain prohibited from purchasing the notes. In such case, the Issuers’ failure to purchase tendered notes would constitute an Event of Default under the Indenture. If,

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as a result thereof, a default occurs with respect to any Senior Indebtedness, the subordination provisions in the Indenture would restrict payments to the Holders of the notes under certain circumstances.

Selection and Notice

If the Issuers are redeeming less than all of the notes at any time, the Trustee will select the notes to be redeemed (a) if such notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which such notes are listed or (b) on a pro rata basis to the extent practicable.

Notices of purchase or redemption shall be mailed by first class mail, postage prepaid, at least 30 but not more than 60 days before the purchase or redemption date to each Holder of notes at such Holder’s registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the notes or a satisfaction and discharge of the Indenture. If any Senior Subordinated Discount Note is to be purchased or redeemed in part only, any notice of purchase or redemption that relates to such Senior Subordinated Discount Note shall state the portion of the principal amount at maturity thereof that has been or is to be purchased or redeemed.

The Issuers will issue a new Senior Subordinated Discount Note in a principal amount at maturity equal to the unredeemed portion of the original Senior Subordinated Discount Note in the name of the Holder upon cancellation of the original Senior Subordinated Discount Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, the Accreted Value ceases to increase and cash interest ceases to accrue, as the case may be, on notes or portions of them called for redemption.

Certain Covenants

Set forth below are summaries of certain covenants that will be contained in the Indenture. During each Suspension Period with respect to the notes, the covenants specifically listed under the following captions in the “Description of Senior Subordinated Discount Notes” will not be applicable to the notes:

(1) “Repurchase at the Option of Holders—Asset Sales”;

(2) “—Limitation on Restricted Payments”;

(3) “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;

(4) clause (4) of the first paragraph of “—Merger, Consolidation or Sale of All or Substantially All Assets”;

(5) “—Transactions with Affiliates”;

(6) “—Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries”;

(7) “—Limitation on Guarantees of Indebtedness by Restricted Subsidiaries”; and

(8) “—Limitations on Layering.”

On each Reversion Date, all Indebtedness Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified as having been Incurred or issued pursuant to the first paragraph of “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” below or one of the clauses set forth in the second paragraph of “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” below (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be Incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to the first or second paragraph of “—Limitation on Incurrence of Indebtedness and

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Issuance of Disqualified Stock and Preferred Stock,” such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (3) of the second paragraph under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.” Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under “—Limitation on Restricted Payments” will be made as though the covenant described under “—Limitation on Restricted Payments” had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under the second paragraph of “—Limitation on Restricted Payments.” As described above, however, no Default or Event of Default will be deemed to have occurred on the Reversion Date as a result of any actions taken by the Issuer or its Restricted Subsidiaries during the Suspension Period.

For purposes of the “Repurchase at the Option of Holders—Asset Sales” covenant, on the Reversion Date, the unutilized Excess Proceeds amount will be reset to zero.

In addition, during any period of time that: (i) the notes have Investment Grade Ratings from both Rating Agencies and (ii) no Default has occurred and is continuing under the Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Covenant Parties and the Restricted Subsidiaries will not be subject to the covenant described under “Repurchase at the Option of Holders—Change of Control” (the “Suspended Covenant”). In the event that the Covenant Parties and the Restricted Subsidiaries are not subject to the Suspended Covenant under the Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies (a) withdraw their Investment Grade Rating or downgrade the rating assigned to the notes below an Investment Grade Rating and/or (b) the Issuers or any of their Affiliates enter into an agreement to effect a transaction that would result in a Change of Control and one or more of the Rating Agencies indicate that if consummated, such transaction (alone or together with any related recapitalization or refinancing transactions) would cause such Rating Agency to withdraw its Investment Grade Rating or downgrade the ratings assigned to the notes below an Investment Grade Rating, then the Covenant Parties and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenant under the Indenture with respect to future events, including, without limitation, a proposed transaction described in clause (b) above.

There can be no assurance that the notes will ever achieve or maintain Investment Grade Ratings.

Limitation on Restricted Payments

The Covenant Parties will not, and will not permit any Restricted Subsidiary to, directly or indirectly:

(I) declare or pay any dividend or make any payment or distribution on account of any Covenant Parties’ or any Restricted Subsidiaries’ Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation other than:

(a) dividends or distributions payable solely in Equity Interests (other than Disqualified Stock) of a Covenant Party or a Restricted Subsidiary; or

(b) dividends or distributions by a Covenant Party (other than VNUHF) or a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Covenant Party (other than VNUHF) or such Restricted Subsidiary, a Covenant Party or another Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities;

(II) purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of VNUHF or any direct or indirect parent of VNUHF, including in connection with any merger or consolidation;

(III) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value in each case, prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated

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Indebtedness, or make any interest or principal payment on, or redeem, repurchase or otherwise acquire or retire for value the Parent Intercompany Debt, other than:

(a) Indebtedness permitted under clause (7) of the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; or

(b) the purchase, repurchase or other acquisition of Subordinated Indebtedness of the Covenant Parties and their Restricted Subsidiaries purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition; or

(IV) make any Restricted Investment

(all such payments and other actions set forth in clauses (I) through (IV) above being collectively referred to as “Restricted Payments”), unless, at the time of such Restricted Payment:

(1) no Default shall have occurred and be continuing or would occur as a consequence thereof;

(2) immediately after giving effect to such transaction on a pro forma basis, the Issuers could incur $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in the first paragraph of the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; and

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Covenant Parties and the Restricted Subsidiaries after the Issue Date (including Restricted Payments permitted by clauses (1), (2) (with respect to the payment of dividends on Refunding Capital Stock (as defined below) pursuant to clause (b) thereof only), (6)(c), (9) and (14) of the next succeeding paragraph, but excluding all other Restricted Payments permitted by the next succeeding paragraph), is less than the sum of (without duplication):

(a) the EBITDA of the Covenant Parties and the Restricted Subsidiaries on a consolidated basis for the period beginning July 1, 2006, to the end of the Issuers’ most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, less the product of 1.4 times the Consolidated Interest Expense of the Covenant Parties and the Restricted Subsidiaries for the same period; plus

(b) 100% of the aggregate net cash proceeds and the fair market value, as determined in good faith by the Issuers, of marketable securities or other property received by a Covenant Party or a Restricted Subsidiary since immediately after the Issue Date (other than net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness, Disqualified Stock or Preferred Stock pursuant to clause (11)(a) of the second paragraph of “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”) from the issue or sale of:

(i)(A) Equity Interests of VNUHF, or a direct or indirect parent company of VNUHF, including Treasury Capital Stock (as defined below), but excluding cash proceeds and the fair market value, as determined in good faith by the Issuers, of marketable securities or other property received from the sale of:

(x) Equity Interests to members of management, directors or consultants of Nielsen, the Covenant Parties, Restricted Subsidiaries and any direct or indirect parent company of VNUHF, after the Issue Date to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of the next succeeding paragraph; and

(y) Designated Preferred Stock; and

(B) to the extent such net cash proceeds are actually contributed to a Covenant Party or any Restricted Subsidiary, Equity Interests of VNUHF’s direct or indirect parent companies (excluding contributions of the proceeds from the sale of Designated Preferred Stock of such companies or contributions to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of the next succeeding paragraph); or

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(ii) debt securities of a Covenant Party or any Restricted Subsidiary that have been converted into or exchanged for such Equity Interests of VNUHF, or a direct or indirect parent company of VNUHF;

provided, however, that this clause (b) shall not include the proceeds from (W) Refunding Capital Stock (as defined below), (X) Equity Interests or convertible debt securities sold to a Covenant Party or Restricted Subsidiary, as the case may be, (Y) Disqualified Stock or debt securities that have been converted into Disqualified Stock or (Z) Excluded Contributions; plus

(c) 100% of the aggregate amount of cash and the fair market value, as determined in good faith by the Issuers, of marketable securities or other property contributed to the capital of a Covenant Party following the Issue Date (other than net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness, Disqualified Stock or Preferred Stock pursuant to clause (11)(a) of the second paragraph of “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”) (other than by another Covenant Party or a Restricted Subsidiary and other than any Excluded Contributions); plus

(d) 100% of the aggregate amount received in cash and the fair market value, as determined in good faith by the Issuers, of marketable securities or other property received by a Covenant Party or a Restricted Subsidiary means of:

(i) the sale or other disposition (other than to a Covenant Party or a Restricted Subsidiary) of Restricted Investments made by the Covenant Parties or the Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Covenant Parties or the Restricted Subsidiaries and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments by the Covenant Parties or the Restricted Subsidiaries, in each case after the Issue Date; or

(ii) the sale (other than to a Covenant Party or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary (other than to the extent the Investment in such Unrestricted Subsidiary was made by a Covenant Party or a Restricted Subsidiary pursuant to clause (7) of the next succeeding paragraph or to the extent such Investment constituted a Permitted Investment) or a dividend or distribution from an Unrestricted Subsidiary after the Issue Date; plus

(e) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary after the Issue Date, the fair market value of the Investment in such Unrestricted Subsidiary, as determined by the Issuers in good faith or if such fair market value may exceed $150.0 million, in writing by an Independent Financial Advisor, at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary other than an Unrestricted Subsidiary, to the extent the Investment in such Unrestricted Subsidiary was made by a Covenant Party or a Restricted Subsidiary pursuant to clause (7) of the next succeeding paragraph or to the extent such Investment constituted a Permitted Investment.

The foregoing provisions will not prohibit:

(1) the payment of any dividend within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of the Indenture;

(2)(a) the redemption, repurchase, retirement or other acquisition of any (i) Equity Interests (“Treasury Capital Stock”) or Subordinated Indebtedness of the Issuers or any Guarantor or the Parent Intercompany Debt or (ii) Equity Interests of any direct or indirect parent company of VNUHF, in the case of each of clause (i) and (ii), in exchange for, or out of the proceeds of the substantially concurrent sale (other than to a Covenant Party or a Restricted Subsidiary) of, Equity Interests of VNUHF, or any direct or indirect parent company of VNUHF to the extent contributed to a Covenant Party or any Restricted Subsidiary (in each case, other than any Disqualified Stock) (“Refunding Capital Stock”), (b) the declaration and payment of dividends on the Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to a Covenant Party or a Restricted Subsidiary) of the Refunding Capital Stock, and (c) if immediately prior

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to the retirement of Treasury Capital Stock, the declaration and payment of dividends thereon was permitted under clause (6) of this paragraph and not made pursuant to clause (2)(b), the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, retire or otherwise acquire any Equity Interests of any direct or indirect parent company of VNUHF) in an aggregate amount per year no greater than the aggregate amount of dividends per annum that were declarable and payable on such Treasury Capital Stock immediately prior to such retirement;

(3) the redemption, repurchase or other acquisition or retirement of Subordinated Indebtedness of an Issuer or a Restricted Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of an Issuer or a Restricted Guarantor, as the case may be, which is incurred in compliance with “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” so long as:

(a) the principal amount (or accreted value, if applicable) of such new Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest on, the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired for value, plus the amount of any premium required to be paid under the terms of the instrument governing the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired and any fees and expenses incurred in connection with the issuance of such new Indebtedness;

(b) such new Indebtedness is subordinated to the notes or the applicable Guarantee at least to the same extent as such Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased, acquired or retired for value;

(c) such new Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired; and

(d) such new Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired;

(4) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests (other than Disqualified Stock) of VNUHF or any of its direct or indirect parent companies held by any future, present or former employee, director or consultant of a Covenant Party, any of their respective Subsidiaries or any of their respective direct or indirect parent companies pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement; provided, however, that the aggregate Restricted Payments made under this clause (4) do not exceed in any calendar year $25.0 million (which shall increase to $50.0 million subsequent to the consummation of an underwritten public Equity Offering of common stock) (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (without giving effect to the following proviso) of $50.0 million in any calendar year (which shall increase to $100.0 million subsequent to the consummation of an underwritten public Equity Offering of common stock)); provided further that such amount in any calendar year may be increased by an amount not to exceed:

(a) the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the VNUHF and, to the extent contributed to a Covenant Party, Equity Interests of any of the direct or indirect parent companies of VNUHF, in each case to members of management, directors or consultants of the Covenant Parties, any of their respective Subsidiaries or any of their respective direct or indirect parent companies that occurs after the Issue Date, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of clause (3) of the preceding paragraph; plus

(b) the cash proceeds of key man life insurance policies received by the Covenant Parties or any of the Restricted Subsidiaries after the Issue Date; plus

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(c) the amount of any cash bonuses otherwise payable to members of management, directors or consultants of a Covenant Party, any of its Subsidiaries or any of its direct or indirect parent companies in connection with the Transactions that are foregone in return for the receipt of Equity Interests; less

(d) the amount of any Restricted Payments previously made with the cash proceeds described in clauses (a) and (b) of this clause (4);

and provided further that cancellation of Indebtedness owing to any Covenant Party or any Restricted Subsidiary from members of management of Nielsen, any of its Subsidiaries or its direct or indirect parent companies in connection with a repurchase of Equity Interests of Nielsen or any of Nielsen’s direct or indirect parent companies will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of the Indenture;

(5) the declaration and payment of dividends to holders of any class or series of Disqualified Stock of any of the Covenant Parties or any of the Restricted Subsidiaries issued in accordance with the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;

(6)(a) the declaration and payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued by any of the Covenant Parties or any of the Restricted Subsidiaries after the Issue Date, provided that the amount of dividends paid pursuant to this clause (a) shall not exceed the aggregate amount of cash actually received by a Covenant Party or a Restricted Subsidiary from the issuance of such Designated Preferred Stock;

(b) a Restricted Payment to a direct or indirect parent company of a Covenant Party or any of the Restricted Subsidiaries, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of such parent corporation issued after the Issue Date, provided that the amount of Restricted Payments paid pursuant to this clause (b) shall not exceed the aggregate amount of cash actually contributed to a Covenant Party or a Restricted Subsidiary from the sale of such Designated Preferred Stock; or

(c) the declaration and payment of dividends on Refunding Capital Stock that is Preferred Stock in excess of the dividends declarable and payable thereon pursuant to clause (2) of this paragraph;

provided, however, in the case of each of (a), (b) and (c) of this clause (6), that for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock or the declaration of such dividends on Refunding Capital Stock that is Preferred Stock, after giving effect to such issuance or declaration on a pro forma basis, the Consolidated Leverage Ratio shall be no greater than 6.75 to 1.00;

(7) Investments in Unrestricted Subsidiaries having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (7) that are at the time outstanding, without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities, not to exceed 1.25% of Total Assets, in each case, at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(8) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

(9) the declaration and payment of dividends on a Covenant Party’s common stock (or a Restricted Payment to any direct or indirect parent entity to fund a payment of dividends on such entity’s common stock), following the first public Equity Offering of common stock after the Issue Date, of up to 6% per annum of the net cash proceeds received by or contributed to a Covenant Party in or from any such public Equity Offering;

(10) Restricted Payments that are made with Excluded Contributions;

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(11) other Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (11) not to exceed 2.00% of Total Assets at the time made;

(12) distributions or payments of Receivables Fees;

(13) any Restricted Payment used to fund the Transactions and the fees and expenses related thereto or owed to Affiliates, in each case to the extent permitted by the covenant described under “—Transactions with Affiliates”;

(14) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to the provisions similar to those described under the captions “Repurchase at the Option of Holders—Change of Control” and “Repurchase at the Option of Holders—Asset Sales”; provided that all notes tendered by Holders in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value;

(15) the declaration and payment of dividends by a Covenant Party or a Restricted Subsidiary to, or the making of loans to, any of their respective direct or indirect parents, or the making of any payment of interest or principal on, or redemption, repurchase, defeasance or other acquisition or retirement for value of, the Parent Intercompany Debt in amounts required for any direct or indirect parent companies to pay, in each case without duplication,

(a) franchise taxes and other fees, taxes and expenses required to maintain their corporate existence;

(b) federal, foreign, state and local income taxes provided that, in each fiscal year, the amount of such payments shall be equal to the amount that the Covenant Parties and the Restricted Subsidiaries would be required to pay in respect of federal, foreign, state and local income taxes if such entities were corporations paying taxes separately from any parent entity at the highest combined applicable federal, foreign, state and local tax rate for such fiscal year;

(c) customary salary, bonus and other benefits payable to officers and employees of any direct or indirect parent company of the Covenant Parties and the Restricted Subsidiaries to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Covenant Parties and the Restricted Subsidiaries;

(d) general corporate operating and overhead costs and expenses of any direct or indirect parent company of the Covenant Parties and the Restricted Subsidiaries to the extent such costs and expenses are attributable to the ownership or operation of the Covenant Parties and the Restricted Subsidiaries;

(e) fees and expenses incurred in connection with the Transactions or owed to Affiliates, in each case to the extent permitted by the covenant described under “—Transactions with Affiliates”;

(f) interest payable on Holdings Debt;

(g) amounts payable to Valcon Acquisition, B.V. by Nielsen pursuant to the Sponsor Management Agreements; and

(h) fees and expenses other than to Affiliates of the Issuers related to any unsuccessful equity or debt offering of such parent entity;

(16) the distribution, by dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to a Covenant Party or a Restricted Subsidiary by Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are cash and/or Cash Equivalents);

(17) any Restricted Payment used to fund the redemption of Nielsen’s 7% preferred shares as in effect on the Issue Date;

(18) any Restricted Payment of the proceeds of Indebtedness incurred to refinance the Sterling Notes or the Nielsen Senior Discount Notes and to pay accrued and unpaid interest, premium, fees and expenses related thereto;

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(19) the forgiveness, cancellation, termination or disposition of the Transactions Intercompany Obligations; and

(20) payments or distributions to dissenting stockholders pursuant to applicable law, pursuant to or in connection with a consolidation, merger or transfer of all or substantially all of the assets of the Covenant Parties and the Restricted Subsidiaries, taken as a whole, that complies with the covenant described under “—Merger, Consolidation or Sale of All or Substantially All Assets”; provided that as a result of such consolidation, merger or transfer of assets, the Issuers shall have made a Change of Control Offer and that all notes tendered by Holders in connection with such Change of Control Offer have been repurchased, redeemed or acquired for value;

provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (11), (16) and (18), no Default shall have occurred and be continuing or would occur as a consequence thereof.

As of the Issue Date, all of the Subsidiaries of the Covenant Parties will be Restricted Subsidiaries, except for NetRatings, Inc. and BuzzMetrics, Inc., each of which will initially be designated an Unrestricted Subsidiary. The Issuers will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the last sentence of the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Covenant Parties and the Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the definition of “Investment.” Such designation will be permitted only if a Restricted Payment in such amount would be permitted at such time, whether pursuant to the first paragraph of this covenant or under clause (7), (10), (11) or (16) of the second paragraph of this covenant, or pursuant to the definition of “Permitted Investments,” and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries will not be subject to any of the restrictive covenants set forth in the Indenture.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock

The Covenant Parties will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently, or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the Issuers and the Restricted Guarantors will not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary that is not a Guarantor to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Issuers and the Restricted Guarantors may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary that is not a Guarantor may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if the Consolidated Leverage Ratio at the time such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been no greater than 6.75 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of the most recently ended four fiscal quarters for which internal financial statements are available.

The foregoing limitations will not apply to:

(1) the incurrence of Indebtedness under Credit Facilities by the Covenant Parties or any of the Restricted Subsidiaries and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof), up to an aggregate principal amount of $6,000 million outstanding at any one time;

(2) the incurrence by the Issuers and any Restricted Guarantor of Indebtedness represented by (a) the notes (including any Guarantee) (other than any Additional Senior Subordinated Discount Notes) and (b) the Senior Notes (including any guarantee thereof);

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(3) Indebtedness of the Covenant Parties and the Restricted Subsidiaries in existence on the Issue Date (other than Indebtedness described in clauses (1) and (2));

(4) Indebtedness (including Capitalized Lease Obligations), Disqualified Stock and Preferred Stock incurred by the Covenant Parties or any of the Restricted Subsidiaries, to finance the purchase, lease or improvement of property (real or personal) or equipment that is used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets;

(5) Indebtedness incurred by a Covenant Party or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims; provided, however, that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence;

(6) Indebtedness arising from agreements of a Covenant Party or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided, however, that

(a) such Indebtedness is not reflected on the balance sheet (other than by application of FIN 45 as a result of an amendment to an obligation in existence on the Issue Date) of a Covenant Party or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (6)(a)); and

(b) the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including non-cash proceeds (the fair market value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the Covenant Parties and the Restricted Subsidiaries in connection with such disposition;

(7) Indebtedness of a Covenant Party or a Restricted Subsidiary to another Covenant Party or another Restricted Subsidiary; provided that any such Indebtedness owing by an Issuer or a Guarantor to a Restricted Subsidiary that is not a Guarantor is expressly subordinated in right of payment to the notes; provided further that any subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to a Covenant Party or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause (7);

(8) shares of Preferred Stock of a Restricted Subsidiary issued to a Covenant Party or another Restricted Subsidiary, provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to a Covenant Party or a Restricted Subsidiary) shall be deemed in each case to be an issuance of such shares of Preferred Stock not permitted by this clause (8);

(9) Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting interest rate risk with respect to any Indebtedness permitted to be incurred pursuant to this covenant, exchange rate risk or commodity pricing risk;

(10) obligations in respect of performance, bid, appeal and surety bonds and completion guarantees provided by any of the Covenant Parties or any of the Restricted Subsidiaries in the ordinary course of business or consistent with past practice;

(11)(a) Indebtedness or Disqualified Stock of an Issuer or any Restricted Guarantor and Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary that is not a Guarantor in an aggregate

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principal amount or liquidation preference equal to 200.0% of the net cash proceeds received by the Covenant Parties and the Restricted Subsidiaries since immediately after the Issue Date from the issue or sale of Equity Interests of VNUHF or any direct or indirect parent entity of VNUHF (which proceeds are contributed to a Covenant Party or a Restricted Subsidiary) or cash contributed to the capital of a Covenant Party (in each case, other than proceeds of Disqualified Stock or sales of Equity Interests to, or contributions received from, any Covenant Party or any of their respective Subsidiaries) as determined in accordance with clauses (3)(b) and (3)(c) of the first paragraph of “—Limitation on Restricted Payments” to the extent such net cash proceeds or cash have not been applied pursuant to such clauses to make Restricted Payments or to make other Investments, payments or exchanges pursuant to the second paragraph of “—Limitation on Restricted Payments” or to make Permitted Investments (other than Permitted Investments specified in clauses (1) and (3) of the definition thereof) and (b) Indebtedness or Disqualified Stock of an Issuer or a Restricted Guarantor and Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary that is not a Guarantor not otherwise permitted hereunder in an aggregate principal amount or liquidation preference, which when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred pursuant to this clause (11)(b), does not at any one time outstanding exceed $400.0 million (it being understood that any Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to this clause (11)(b) shall cease to be deemed incurred or outstanding for purposes of this clause (11)(b) but shall be deemed incurred for the purposes of the first paragraph of this covenant from and after the first date on which a Covenant Party or such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred Stock under the first paragraph of this covenant without reliance on this clause (11)(b));

(12) the incurrence by a Covenant Party or any Restricted Subsidiary of Indebtedness, Disqualified Stock or Preferred Stock which serves to refund or refinance:

(a) any Indebtedness, Disqualified Stock or Preferred Stock incurred as permitted under the first paragraph of this covenant and clauses (2), (3) and (11)(a) above, this clause (12) and clause (13) below, or

(b) any Indebtedness, Disqualified Stock or Preferred Stock issued to so refund or refinance the Indebtedness, Disqualified Stock or Preferred Stock described in clause (a) above, including, in each case, additional Indebtedness, Disqualified Stock or Preferred Stock incurred to pay premiums (including tender premiums), defeasance costs and fees and expenses in connection therewith (collectively, the “Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness:

(A) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being refunded or refinanced,

(B) to the extent such Refinancing Indebtedness refinances (i) Indebtedness subordinated or pari passu to the notes or any Guarantee thereof, such Refinancing Indebtedness is subordinated or pari passu to the notes or the Guarantee at least to the same extent as the Indebtedness being refinanced or refunded or (ii) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively, and

(C) shall not include:

(i) Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Issuer;

(ii) Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Guarantor; or

(iii) Indebtedness, Disqualified Stock or Preferred Stock of a Covenant Party or a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary;

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and provided further that subclause (A) of this clause (12) will not apply to any refunding or refinancing of any Senior Indebtedness;

(13) Indebtedness, Disqualified Stock or Preferred Stock of (x) a Covenant Party or a Restricted Subsidiary incurred to finance an acquisition or (y) Persons that are acquired by a Covenant Party or any Restricted Subsidiary or merged into a Covenant Party or a Restricted Subsidiary in accordance with the terms of the Indenture; provided that either

(i) such Indebtedness, Disqualified Stock or Preferred Stock:

(a) is not Secured Indebtedness and is Senior Subordinated Indebtedness or Subordinated Indebtedness with terms no less favorable to the holders thereof than the subordination terms set forth in the Indenture as in effect on the Issue Date;

(b) is not incurred while a Default exists and no Default shall result therefrom; and

(c) matures and does not require any payment of principal prior to the final maturity or the notes (other than in a manner consistent with the terms of the Indenture); or

(ii) after giving effect to such acquisition or merger, either

(a) the Issuers would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in the first paragraph of this covenant, or

(b) the Consolidated Leverage Ratio is less than immediately prior to such acquisition or merger;

(14) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence;

(15) Indebtedness of a Covenant Party or any of the Restricted Subsidiaries supported by a letter of credit issued pursuant to the Credit Facilities, in a principal amount not in excess of the stated amount of such letter of credit;

(16)(a) any guarantee by a Covenant Party or a Restricted Subsidiary of Indebtedness or other obligations of any Covenant Party that is not an Issuer or any Restricted Subsidiary so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of the Indenture, or

(b) any guarantee by a Covenant Party or a Restricted Subsidiary of Indebtedness of the Issuers; provided that such guarantee is incurred in accordance with the covenant described below under “—Limitation on Guarantees of Indebtedness by Restricted Subsidiaries”;

(17) Indebtedness of Foreign Subsidiaries of a Covenant Party or any Restricted Subsidiary incurred not to exceed at any one time outstanding and together with any other Indebtedness incurred under this clause (17) 5.0% of the Total Assets of the Foreign Subsidiaries (it being understood that any Indebtedness incurred pursuant to this clause (17) shall cease to be deemed incurred or outstanding for purposes of this clause (17) but shall be deemed incurred for the purposes of the first paragraph of this covenant from and after the first date on which such Foreign Subsidiary could have incurred such Indebtedness under the first paragraph of this covenant without reliance on this clause (17));

(18) Indebtedness, Disqualified Stock or Preferred Stock of a Covenant Party or a Restricted Subsidiary incurred to finance or assumed in connection with an acquisition in a principal amount not to exceed $200.0 million in the aggregate at any one time outstanding together with all other Indebtedness, Disqualified Stock and/or Preferred Stock issued under this clause (18) (it being understood that any Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to this clause (18) shall cease to be deemed incurred or outstanding for purposes of this clause (18) but shall be deemed incurred for the purposes of the first paragraph of this covenant from and after the first date on which such Restricted Subsidiary could have

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incurred such Indebtedness, Disqualified Stock or Preferred Stock under the first paragraph of this covenant without reliance on this clause (18));

(19) Indebtedness of a Covenant Party or any of the Restricted Subsidiaries consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements in each case, incurred in the ordinary course of business;

(20) Indebtedness consisting of Indebtedness issued by a Covenant Party or any of the Restricted Subsidiaries to current or former officers, directors and employees thereof or any direct or indirect parent thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of a Covenant Party, a Restricted Subsidiary or any of their respective direct or indirect parent companies to the extent described in clause (4) of the second paragraph under the caption “Limitation on Restricted Payments”; and

(21) Indebtedness incurred on behalf of, or representing Guarantees of Indebtedness of, joint ventures of a Covenant Party or any Restricted Subsidiary not in excess of $25.0 million at any time outstanding.

For purposes of determining compliance with this covenant:

(1) in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in clauses (1) through (21) above or is entitled to be incurred pursuant to the first paragraph of this covenant, the Issuers, in their sole discretion, will classify or reclassify such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) and will only be required to include the amount and type of such Indebtedness, Disqualified Stock or Preferred Stock in one of the above clauses; provided that all Indebtedness outstanding under the Credit Facilities on the Issue Date will be treated as incurred on the Issue Date under clause (1) of the preceding paragraph; and

(2) at the time of incurrence, the Issuers will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in the first and second paragraphs above.

Accrual of interest, the accretion of accreted value and the payment of interest or dividends in the form of additional Indebtedness, Disqualified Stock or Preferred Stock, as applicable, will not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this covenant.

For purposes of determining compliance with any U.S. dollar denominated restriction on the incurrence of Indebtedness, the U.S. dollar equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced.

The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing.

Liens

The Covenant Parties will not, and will not permit any Restricted Guarantor to, directly or indirectly, create, incur, assume or suffer to exist any Lien (except Permitted Liens) that secures obligations under any Indebtedness ranking pari passu with or subordinated to the notes or any related Guarantee, on any asset or

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property of the Issuers or any Restricted Guarantor, or any income or profits therefrom, or assign or convey any right to receive income therefrom, unless:

(1) in the case of Liens securing Subordinated Indebtedness, the notes and related Guarantees are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; or

(2) in all other cases, the notes or the Guarantees are equally and ratably secured, except that the foregoing shall not apply to (a) Liens securing the notes and the related Guarantees and (b) Liens securing Senior Indebtedness of an Issuer or any Restricted Guarantor.

Merger, Consolidation or Sale of All or Substantially All Assets

Neither Issuer nor VNUHF may consolidate or merge with or into or wind up into (whether or not such Person is the surviving corporation), and VNUHF may not sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Covenant Parties and the Restricted Subsidiaries, taken as a whole, in one or more related transactions, to any Person unless:

(1) such Issuer or VNUHF, as applicable, is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than such Issuer or VNUHF, as applicable) or the Person to whom such sale, assignment, transfer, lease, conveyance or other disposition will have been made is organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Person, as the case may be, being herein called the “Successor Company”);

(2 ) the Successor Company, if other than such Issuer or VNUHF, as applicable, expressly assumes all the obligations of such Issuer under the notes or VNUHF under its Guarantee, as applicable, pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

(3) immediately after such transaction, no Default exists;

(4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four-quarter period,

(a) the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in the first paragraph of the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” or

(b) the Consolidated Leverage Ratio would be less than such Ratio immediately prior to such transaction;

(5) each Guarantor, unless it is the other party to the transactions described above, in which case clause (1)(b) of the second succeeding paragraph shall apply, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under the Indenture, the notes and the Registration Rights Agreement; and

(6) the Issuers shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture.

The Successor Company will succeed to, and be substituted for such Issuer or VNUHF, as applicable, as the case may be, under the Indenture, the Guarantees and the notes, as applicable. Notwithstanding the foregoing clauses (3) and (4),

(1) any Covenant Party or Restricted Subsidiary may consolidate with or merge into or transfer all or part of its properties and assets to an Issuer or Restricted Guarantor; and

(2) an Issuer may merge with an Affiliate of such Issuer, as the case may be, solely for the purpose of reorganizing such Issuer in a State of the United States so long as the amount of Indebtedness of the Covenant Parties and the Restricted Subsidiaries is not increased thereby.

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Subject to certain limitations described in the Indenture governing release of a Guarantee upon the sale, disposition or transfer of a guarantor, no Restricted Guarantor will, and the Covenant Parties will not permit any Restricted Guarantor to, consolidate or merge with or into or wind up into (whether or not an Issuer or Restricted Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

(1)(a) such Restricted Guarantor is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than such Restricted Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the jurisdiction of organization of such Restricted Guarantor, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Restricted Guarantor or such Person, as the case may be, being herein called the “Successor Person”);

(b) the Successor Person, if other than such Restricted Guarantor, expressly assumes all the obligations of such Restricted Guarantor under the Indenture and such Restricted Guarantor’s related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

(c) immediately after such transaction, no Default exists; and

(d) the Issuers shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture; or

(2) in the case of any Restricted Guarantor other than VNUHF, the transaction does not violate the covenant described under “Repurchase at the Option of Holders—Asset Sales.”

In the case of clause (1) above, the Successor Person will succeed to, and be substituted for, such Restricted Guarantor under the Indenture and such Restricted Guarantor’s Guarantee. Notwithstanding the foregoing, any Restricted Guarantor may merge into or transfer all or part of its properties and assets to another Restricted Guarantor or an Issuer.

Notwithstanding the foregoing, solely for purposes of this covenant, the sale, transfer, conveyance or other disposal of ACN and its Subsidiaries that are Restricted Subsidiaries shall not constitute a sale, transfer, conveyance or other disposal of all or substantially all of the assets of the Covenant Parties and the Restricted Subsidiaries, taken as a whole, so long as, at the time of such transaction, (a) the EBITDA of ACN and its Restricted Subsidiaries on a consolidated basis for the four most recently ended fiscal quarters for which internal financial statements are available represented less than 45% of the EBITDA of the Covenant Parties and the Restricted Subsidiaries on a consolidated basis for the same four-quarter period and (b) the Covenant Parties and the Restricted Subsidiaries would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in the first paragraph of the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.”

Transactions with Affiliates

The Covenant Parties will not, and will not permit any of the Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuers (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $20.0 million, unless:

(1) such Affiliate Transaction is on terms that are not materially less favorable to the relevant Covenant Party or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by such Covenant Party or such Restricted Subsidiary with an unrelated Person on an arm’s length basis; and

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(2) the Issuers deliver to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $50.0 million, a resolution adopted by the majority of the board of directors of the Issuers approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) above.

The foregoing provisions will not apply to the following:

(1) transactions between or among the Covenant Parties or any of the Restricted Subsidiaries;

(2) Restricted Payments permitted by the provisions of the Indenture described above under the covenant “—Limitation on Restricted Payments” and Permitted Investments;

(3) the payment of management, consulting, monitoring, transaction, advisory and termination fees and related expenses to Valcon Acquisition, B.V., in each case pursuant to the Sponsor Management Agreements;

(4) the payment of reasonable and customary fees paid to, and indemnities provided on behalf of, Officers, directors, employees or consultants of Covenant Parties, any of their direct or indirect parent companies or any of the Restricted Subsidiaries;

(5) transactions in which any of the Covenant Parties or any of the Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to such Covenant Party or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable to such Covenant Party or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by such Covenant Party or such Restricted Subsidiary with an unrelated Person on an arm’s length basis;

(6) any agreement as in effect as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date);

(7) the existence of, or the performance by the Covenant Parties or any of the Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Covenant Parties or any of the Restricted Subsidiaries of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders when taken as a whole;

(8) the Transactions and the payment of all fees and expenses related to the Transactions, in each case as disclosed in this prospectus;

(9) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture which are fair to the Covenant Parties and the Restricted Subsidiaries, in the reasonable determination of the board of directors of the Issuers or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;

(10) the issuance of Equity Interests (other than Disqualified Stock) of VNUHF to its direct or indirect parent or to any Permitted Holder or the contribution to the common equity of any Covenant Party or Restricted Subsidiary;

(11) sales of accounts receivable, or participations therein, in connection with any Receivables Facility;

(12) payments by a Covenant Party or any of the Restricted Subsidiaries to any of the Investors made for any financial advisory, financing, underwriting or placement services or in respect of other investment

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banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by a majority of the board of directors of the Issuers in good faith;

(13) payments or loans (or cancellation of loans) to employees or consultants of the Covenant Parties, any of their direct or indirect parent companies or any of the Restricted Subsidiaries and employment agreements, stock option plans and other similar arrangements with such employees or consultants which, in each case, are approved by the Issuers in good faith; and

(14) Investments by the Investors, a Foreign Parent or any direct or indirect parent of a Foreign Parent in securities of the Covenant Parties or any of the Restricted Subsidiaries so long as (i) the investment is being offered generally to other investors on the same or more favorable terms and (ii) the investment constitutes less than 5% of the proposed or outstanding issue amount of such class of securities.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

The Covenant Parties will not, and will not permit any of the Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to:

(1)(a) pay dividends or make any other distributions to the Covenant Parties or any of the Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or

(b) pay any Indebtedness owed to the Covenant Parties or any of the Restricted Subsidiaries;

(2) make loans or advances to the Covenant Parties or any of the Restricted Subsidiaries; or

(3) sell, lease or transfer any of its properties or assets to the Covenant Parties or any of the Restricted Subsidiaries,

except (in each case) for such encumbrances or restrictions existing under or by reason of:

(a) contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the Senior Credit Facilities and the related documentation and the Senior Notes and the related indenture;

(b) the Indenture and the notes;

(c) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature discussed in clause (3) above on the property so acquired;

(d) applicable law or any applicable rule, regulation or order;

(e) any agreement or other instrument of a Person acquired by any of the Covenant Parties or any of the Restricted Subsidiaries in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired;

(f) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of (i) a Covenant Party or (ii) a Restricted Subsidiary, pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary that impose restrictions on the assets to be sold;

(g) Secured Indebtedness otherwise permitted to be incurred pursuant to the covenants described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” and “—Liens” that limit the right of the debtor to dispose of the assets securing such Indebtedness;

(h) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

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(i) other Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted to be incurred subsequent to the Issue Date pursuant to the provisions of the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;

(j) customary provisions in joint venture agreements and other similar agreements relating solely to such joint venture;

(k) customary provisions contained in leases or licenses of intellectual property and other agreements, in each case, entered into in the ordinary course of business;

(l) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (k) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, no more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and

(m) restrictions created in connection with any Receivables Facility that, in the good faith determination of the Issuers are necessary or advisable to effect such Receivables Facility.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries

The Covenant Parties will not permit any Restricted Subsidiary that is a Wholly Owned Subsidiary of a Covenant Party (and non-Wholly Owned Subsidiaries if such non-Wholly Owned Subsidiaries guarantee other capital markets debt securities), other than a Guarantor or a Foreign Subsidiary of a Domestic Subsidiary, to guarantee the payment of any Indebtedness of the Issuers or any other Guarantor unless:

(1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to the Indenture providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuers or any Guarantor:

(a) if the notes or such Guarantor’s Guarantee are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such Indebtedness substantially to the same extent as the notes are subordinated to such Indebtedness; and

(b) if such Indebtedness is by its express terms subordinated in right of payment to the notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the notes or such Guarantor’s Guarantee; and

(2) such Restricted Subsidiary shall within 30 days deliver to the Trustee an Opinion of Counsel reasonably satisfactory to the Trustee;

provided that this covenant shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary.

Limitation on Layering

The Indenture will provide that the Issuers will not, and will not permit any Restricted Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is subordinate in right of payment to any Senior Indebtedness of the Issuers or such Guarantor, as the case may be, unless such Indebtedness is either:

(1) equal in right of payment with the notes or such Restricted Guarantor’s Guarantee of the notes, as the case may be; or

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(2) expressly subordinated in right of payment to the notes or such Restricted Guarantor’s Guarantee of the notes, as the case may be.

The Indenture will not treat (1) unsecured Indebtedness as subordinated or junior to Secured Indebtedness merely because it is unsecured or (2) Senior Indebtedness as subordinated or junior to any other Senior Indebtedness merely because it has a junior priority with respect to the same collateral.

Reports and Other Information

Notwithstanding that the Covenant Parties may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Indenture will require VNUHF to file with the SEC (and make available to the Trustee and Holders of the notes (without exhibits), without cost to any Holder, within 15 days after it files them with the SEC) from and after the Issue Date,

(1) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;

(2) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form;

(3) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and

(4) any other information, documents and other reports which the Issuers would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act;

in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that VNUHF shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event VNUHF will make available such information to prospective purchasers of notes, in addition to providing such information to the Trustee and the Holders of the Senior Subordinated Discount Note, in each case within 15 days after the time the Issuers would be required to file such information with the SEC, if it were subject to Sections 13 or 15(d) of the Exchange Act; provided, further, that, with respect to (i) the quarter ended June 30, 2006 and (ii) the quarter with respect to which the Issuers notify the Trustee in writing that Nielsen intends to switch the currency in which its financial statements are reported, VNUHF shall not be required to make available such information to prospective purchasers of notes or provide such information to the Trustee and the Holders of the notes until 90 days after the end of such quarter. In addition, to the extent not satisfied by the foregoing, the Covenant Parties will agree that, for so long as any notes are outstanding, they will furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Notwithstanding the foregoing, the Covenant Parties shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the exchange offer registration statement or shelf registration statement.

If any direct or indirect parent company of VNUHF is a Guarantor of the notes, the Indenture will permit the Covenant Parties to satisfy their obligations in this covenant with respect to financial information relating to the Covenant Parties by furnishing financial information relating to such parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the

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information relating to such parent, on the one hand, and the information relating to the Covenant Parties and the Restricted Subsidiaries on a standalone basis, on the other hand.

Notwithstanding the foregoing, such requirements shall be deemed satisfied prior to the commencement of the exchange offer or the effectiveness of the shelf registration statement by the filing with the SEC of the exchange offer registration statement or shelf registration statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act.

Events of Default and Remedies

The Indenture will provide that each of the following is an Event of Default:

(1) default in payment when due and payable, upon redemption, acceleration or otherwise, of principal (or Accreted Value) of, or premium, if any, on the notes (whether or not prohibited by the subordination provisions of the Indenture);

(2) default for 30 days or more in the payment when due of interest or Additional Interest on or with respect to the notes (whether or not prohibited by the subordination provisions of the Indenture);

(3) failure by the Issuers or any Guarantor for 60 days after receipt of written notice given by the Trustee or the Holders of not less 30% in principal amount at maturity of the notes to comply with any of its obligations, covenants or agreements (other than a default referred to in clauses (1) and (2) above) contained in the Indenture or the notes;

(4) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by any Covenant Party or any of the Restricted Subsidiaries or the payment of which is guaranteed by any Covenant Parties or any of the Restricted Subsidiaries, other than Indebtedness owed to a Covenant Parties or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is created after the issuance of the notes, if both:

(a) such default either results from the failure to pay any principal of such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity; and

(b) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $100.0 million or more at any one time outstanding;

(5) failure by a Covenant Party or any Significant Party to pay final judgments aggregating in excess of $100.0 million, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding have been commenced by any creditor upon such judgment or decree which is not promptly stayed;

(6) certain events of bankruptcy or insolvency with respect to the Issuers or any Significant Party; or

(7) the Guarantee of any Significant Party shall for any reason cease to be in full force and effect or be declared null and void or any responsible officer of any Guarantor that is a Significant Party, as the case may be, denies that it has any further liability under its Guarantee or gives notice to such effect, other than by reason of the termination of the Indenture or the release of any such Guarantee in accordance with the Indenture.

If any Event of Default (other than of a type specified in clause (6) above) occurs and is continuing under the Indenture, the Trustee or the Holders of at least 30% in principal amount at maturity of the then total outstanding notes may declare the principal (or Accreted Value), premium, if any, (without duplication) interest

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and any other monetary obligations on all the then outstanding notes to be due and payable immediately; provided, however, that so long as any Indebtedness permitted to be incurred under the Indenture as part of the Senior Credit Facilities shall be outstanding, no such acceleration shall be effective until the earlier of:

(1) acceleration of any such Indebtedness under the Senior Credit Facilities; or

(2) five Business Days after the giving of written notice of such acceleration to the Issuers and the administrative agent under the Senior Credit Facilities.

Upon the effectiveness of such declaration, such principal (or Accreted Value) and interest will be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) of the first paragraph of this section, all outstanding notes will become due and payable without further action or notice. The Indenture will provide that the Trustee may withhold from the Holders notice of any continuing Default, except a Default relating to the payment of principal (or Accreted Value), premium, if any, or interest, if it determines that withholding notice is in their interest. In addition, the Trustee shall have no obligation to accelerate the notes if in the best judgment of the Trustee acceleration is not in the best interest of the Holders of the notes.

The Indenture will provide that the Holders of a majority in aggregate principal amount at maturity of the then outstanding notes by notice to the Trustee may on behalf of the Holders of all of the notes waive any existing Default and its consequences under the Indenture except a continuing Default in the payment of interest on, premium, if any, or the principal (or Accreted Value) of any Senior Subordinated Discount Note held by a non-consenting Holder. In the event of any Event of Default specified in clause (4) above, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such, Event of Default arose:

(1) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged; or

(2) holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or

(3) the default that is the basis for such Event of Default has been cured.

Subject to the provisions of the Indenture relating to the duties of the Trustee thereunder, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders of the notes unless the Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal (or Accreted Value), premium (if any) or interest when due, no Holder of a Senior Subordinated Discount Note may pursue any remedy with respect to the Indenture or the notes unless:

(1) such Holder has previously given the Trustee notice that an Event of Default is continuing;

(2) Holders of at least 30% in principal amount at maturity of the total outstanding notes have requested the Trustee to pursue the remedy;

(3) Holders of the notes have offered the Trustee reasonable security or indemnity against any loss, liability or expense;

(4) the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and

(5) Holders of a majority in principal amount at maturity of the total outstanding notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

Subject to certain restrictions, under the Indenture the Holders of a majority in principal amount at maturity of the total outstanding notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee.

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The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder of a Senior Subordinated Discount Note or that would involve the Trustee in personal liability.

The Indenture will provide that the Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuers are required, within five Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, incorporator or stockholder of the Issuers or any Guarantor or any of their parent companies shall have any liability for any obligations of the Issuers or the Guarantors under the notes, the Guarantees or the Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.

Legal Defeasance and Covenant Defeasance

The obligations of the Issuers and the Guarantors under the Indenture will terminate (other than certain obligations) and will be released upon payment in full of all of the notes. The Issuers may, at their option and at any time, elect to have all of their obligations discharged with respect to the notes and have the Issuers’ and each Guarantor’s Obligation discharged with respect to its Guarantee (“Legal Defeasance”) and cure all then existing Events of Default except for:

(1) the rights of Holders of notes to receive payments in respect of the principal (or Accreted Value) of, premium, if any, and interest on the notes when such payments are due solely out of the trust created pursuant to the Indenture;

(2) the Issuers’ obligations with respect to notes concerning issuing temporary notes, registration of such notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(3) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuers’ obligations in connection therewith; and

(4) the Legal Defeasance provisions of the Indenture.

In addition, the Issuers may, at their option and at any time, elect to have their obligations and those of each Guarantor released with respect to substantially all of the restrictive covenants in the Indenture (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default with respect to the notes. In the event Covenant Defeasance occurs, certain events (not including bankruptcy, receivership, rehabilitation and insolvency events pertaining to the Issuers) described under “Events of Default and Remedies” will no longer constitute an Event of Default with respect to the notes.

In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the notes:

(1) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the Accreted Value of, premium, if any, and, without duplication, interest due on the notes on the stated maturity date or on the redemption date, as the case may be, of such Accreted Value, premium, if any, or interest on such notes and the Issuers must specify whether such notes are being defeased to maturity or to a particular redemption date;

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(2) in the case of Legal Defeasance, the Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions,

(a) the Issuers have received from, or there has been published by, the United States Internal Revenue Service a ruling, or

(b) since the issuance of the notes, there has been a change in the applicable U.S. federal income tax law,

in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the notes will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, the Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4) no Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit;

(5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Senior Credit Facilities, the Senior Notes or the indenture pursuant to which the Senior Notes were issued or any other material agreement or instrument (other than the Indenture) to which, the Issuers or any Restricted Guarantor is a party or by which the Issuers or any Restricted Guarantor is bound;

(6) the Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of Section 547 of Title 11 of the United States Code;

(7) the Issuers shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuers with the intent of defeating, hindering, delaying or defrauding any creditors of an Issuer or any Restricted Guarantor or others; and

(8) the Issuers shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

Satisfaction and Discharge

The Indenture will be discharged and will cease to be of further effect as to all notes, when either:

(1) all notes theretofore authenticated and delivered, except lost, stolen or destroyed notes which have been replaced or paid and notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or

(2)   (a) all notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise, will become due and payable within one year or are to be called for redemption and redeemed within one year under arrangements satisfactory to the

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Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers, and an Issuer or any Guarantor have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of the notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on the notes not theretofore delivered to the Trustee for cancellation for principal (or Accreted Value), premium, if any, and, without duplication, accrued interest to the date of maturity or redemption;

(b) no Default (other than that resulting from borrowing funds to be applied to make such deposit) with respect to the Indenture or the notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under the Senior Credit Facilities, the indenture governing the Senior Notes or any other material agreement or instrument governing Indebtedness (other than the Indenture) to which an Issuer or any Guarantor is a party or by which an Issuer or any Guarantor is bound;

(c) the Issuers have paid or caused to be paid all sums payable by it under the Indenture; and

(d) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the notes at maturity or the redemption date, as the case may be.

In addition, the Issuers must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Amendment, Supplement and Waiver

Except as provided in the next two succeeding paragraphs, the Indenture, any Guarantee and the notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount at maturity of the notes then outstanding, including consents obtained in connection with a purchase of, or tender offer or exchange offer for notes, and any existing Default or compliance with any provision of the Indenture or the notes issued thereunder may be waived with the consent of the Holders of a majority in principal amount at maturity of the then outstanding notes, other than notes beneficially owned by an Issuer or its Affiliates (including consents obtained in connection with a purchase of or tender offer or exchange offer for the notes).

The Indenture will provide that, without the consent of each affected Holder of notes, an amendment or waiver may not, with respect to any notes held by a non-consenting Holder:

(1) reduce the Accreted Value of such notes whose Holders must consent to an amendment, supplement or waiver;

(2) reduce the Accreted Value of or change the fixed final maturity of any such Senior Subordinated Discount Note or alter or waive the provisions with respect to the redemption of such notes (other than provisions relating to the covenants described above under the caption “Repurchase at the Option of Holders”);

(3) reduce the rate of or change the time for payment of interest on any Senior Subordinated Discount Note;

(4) waive a Default in the payment of principal (or Accreted Value) of or premium, if any, or (without duplication) interest on the notes, except a rescission of acceleration of the notes by the Holders of at least a majority in aggregate principal amount at maturity of the notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in the Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders;

(5) make any Senior Subordinated Discount Note payable in money other than that stated therein;

(6) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal (or Accreted Value) of or premium, if any, or, without duplication, interest on the notes;

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(7) make any change in these amendment and waiver provisions;

(8) impair the right of any Holder to receive payment of principal (or Accreted Value) of, or interest on such Holder’s notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s notes;

(9) make any change in the subordination provisions thereof that would adversely affect the Holders;

(10) change the method of calculating Accreted Value; or

(11) except as expressly permitted by the Indenture, modify the Guarantees of any Significant Party in any manner adverse to the Holders of the notes.

Notwithstanding the foregoing, the Issuers, any Guarantor (with respect to a Guarantee or the Indenture to which it is a party) and the Trustee may amend or supplement the Indenture and any Guarantee or notes without the consent of any Holder;

(1) to cure any ambiguity, omission, mistake, defect or inconsistency;

(2) to provide for uncertificated notes of such series in addition to or in place of certificated notes;

(3) to comply with the covenant relating to mergers, consolidations and sales of assets;

(4) to provide the assumption of an Issuer’s or any Guarantor’s obligations to the Holders;

(5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Indenture of any such Holder;

(6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon an Issuer or any Guarantor;

(7) to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act;

(8) to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee thereunder pursuant to the requirements thereof;

(9) to provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are not freely transferable;

(10) to add a Guarantor under the Indenture;

(11) to conform the text of the Indenture, Guarantees or the notes to any provision of this “Description of Senior Subordinated Discount Notes” to the extent that such provision in this “Description of Senior Subordinated Discount Notes” was intended to be a verbatim recitation of a provision of the Indenture, Guarantee or notes; or

(12) making any amendment to the provisions of the Indenture relating to the transfer and legending of notes as permitted by the Indenture, including, without limitation to facilitate the issuance and administration of the notes; provided, however, that (i) compliance with the Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer notes.

However, no amendment to, or waiver of, the subordination provisions of the Indenture (or the component definitions used therein), if adverse to the interests of the holders of the Designated Senior Indebtedness of the Issuers and the Guarantors, may be made without the consent of a majority of the holders of such Designated Senior Indebtedness (or their Representative). The consent of the Holders is not necessary under the Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

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Notices

Notices given by publication will be deemed given on the first date on which publication is made and notices given by first class mail, postage prepaid, will be deemed given five calendar days after mailing.

Concerning the Trustee

The Indenture will contain certain limitations on the rights of the Trustee thereunder, should it become a creditor of an Issuer, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue or resign.

The Indenture will provide that the Holders of a majority in principal amount at maturity of the outstanding notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The Indenture will provide that in case an Event of Default shall occur (which shall not be cured), the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent person in the conduct of his own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of the notes, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

Consent to Jurisdiction and Service

In relation to any legal action or proceedings arising out of or in connection with the Indenture and the notes, each of the Guarantors that is not a U.S. Person will in the Indenture irrevocably submit to the non-exclusive jurisdiction of the federal and state courts in the Borough of Manhattan in the City of New York, County and State of New York, United States of America.

Governing Law

The Indenture, the notes and any Guarantee will be governed by and construed in accordance with the laws of the State of New York.

Certain Definitions

Set forth below are certain defined terms used in the Indenture. For purposes of the Indenture, unless otherwise specifically indicated, the term “consolidated” with respect to any Person refers to such Person consolidated with the Covenant Parties and the Restricted Subsidiaries, and excludes from such consolidation any Unrestricted Subsidiary as if such Unrestricted Subsidiary were not an Affiliate of such Person.

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“Accreted Value” means, as of any date (the “Specified Date”) the amount provided below for each $1,000 principal amount at maturity of notes:

(a) if the Specified Date occurs on one of the following dates (each, a “Semi-Annual Accrual Date”), the Accreted Value will equal the amount set forth below for such Semi-Annual Accrual Date:

Semi-Annual Accrual Date	Accreted Value
February 1, 2007	$	580.95
August 1, 2007	$	617.17
February 1, 2008	$	655.64
August 1, 2008	$	696.51
February 1, 2009	$	739.93
August 1, 2009	$	786.06
February 1, 2010	$	835.06
August 1, 2010	$	887.12
February 1, 2011	$	942.42
August 1, 2011	$	1,000.00

The foregoing Accreted Values shall be increased, if necessary, to reflect any accretion of Additional Interest;

(b) if the Specified Date occurs before the first Semi-Annual Accrual Date, the Accreted Value will equal the sum of (A) the original issue (for each $1,000 principal amount at maturity) price of a Senior Subordinated Discount Note and (B) the amount equal to the product of (x) the Accreted Value for the first Semi-Annual Accrual Date less such original issue price multiplied by (y) a fraction, the numerator of which is the number of days from the Issue Date to the Specified Date, using a 360-day year of twelve 30-day months, and the denominator of which is the number of days from the Issue Date to the first Semi-Annual Accrual Date, using a 360-day year of twelve 30-day months.

(c) if the Specified Date occurs between two Semi-Annual Accrual Dates, the Accreted Value will equal the sum of (A) the Accreted Value for the Semi-Annual Accrual Date immediately preceding such Specified Date and (B) an amount equal to the product of (x) the Accreted Value for the immediately following Semi-Annual Accrual Date less the Accreted Value for the Semi-Annual Accrual Date immediately preceding such Specified Date multiplied by (y) a fraction, the numerator of which is the number of days from the immediately preceding Semi-Annual Accrual Date to the Specified Date, using a 360-day year of twelve 30-day months, and the denominator of which is 180; or

(d) if the Specified Date occurs on or after August 1, 2011, the Accreted Value will equal $1,000.

“ACN” means ACN Holdings, Inc., a Delaware corporation.

“Acquired Indebtedness” means, with respect to any specified Person,

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Restricted Subsidiary of such specified Person, and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Additional Interest” means all additional interest then owing pursuant to the Registration Rights Agreement.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct

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or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“Applicable Premium” means, with respect to any Senior Subordinated Discount Note on any Redemption Date, the greater of:

(a) 1.0% of the Accreted Value of such Senior Subordinated Discount Note on such Redemption Date; and

(b) the excess, if any, of (i) the present value at such Redemption Date of the redemption price of such Senior Subordinated Discount Note at August 1, 2011 (each such redemption price being set forth in the table appearing above under the caption “Optional Redemption”), computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over (ii) the Accreted Value of such Senior Subordinated Discount Note.

“Asset Sale” means:

(1) the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets (including by way of a Sale and Lease-Back Transaction) of a Covenant Party or any of the Restricted Subsidiaries (each referred to in this definition as a “disposition”); or

(2) the issuance or sale of Equity Interests of any Covenant Party or any Restricted Subsidiary, whether in a single transaction or a series of related transactions;

in each case, other than:

(a) any disposition of Cash Equivalents or Investment Grade Securities or obsolete or worn out equipment in the ordinary course of business or any disposition of inventory or goods (or other assets) held for sale in the ordinary course of business;

(b) the disposition of all or substantially all of the assets of the Covenant Parties and the Restricted Subsidiaries in a manner permitted pursuant to the provisions described above under “Certain Covenants—Merger, Consolidation or Sale of All or Substantially All Assets” or any disposition that constitutes a Change of Control pursuant to the Indenture;

(c) the making of any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under the covenant described above under “Certain Covenants—Limitation on Restricted Payments”;

(d) any disposition of assets or issuance or sale of Equity Interests of any Covenant Party or Restricted Subsidiary in any transaction or series of transactions with an aggregate fair market value of less than $50.0 million;

(e) any disposition of property or assets or issuance of securities by a Restricted Subsidiary or a Covenant Party to another Covenant Party or by a Covenant Party or a Restricted Subsidiary to another Restricted Subsidiary;

(f) to the extent allowable under Section 1031 of the Internal Revenue Code of 1986, any exchange of like property (excluding any boot thereon) for use in a Similar Business;

(g) the lease, assignment or sub-lease of any real or personal property in the ordinary course of business;

(h) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

(i) any issuance or sale of Equity Interests of VNUHF;

(j) foreclosures on assets;

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(k) sales of accounts receivable, or participations therein, in connection with any Receivables Facility;

(l) any sale, conveyance, transfer or other disposition of the Transactions Intercompany Obligations; and

(m) any financing transaction with respect to property built or acquired by a Covenant Party or any Restricted Subsidiary after the Issue Date, including Sale and Lease-Back Transactions and asset securitizations permitted by the Indenture.

“Business Day” means each day which is not a Legal Holiday.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP.

“Capitalized Software Expenditures” shall mean, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by a Person and its Subsidiaries that are Covenants Parties or Restricted Subsidiaries during such period in respect of purchased software or internally developed software and software enhancements that, in conformity with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of such Person and such Subsidiaries.

“Cash Equivalents” means:

(1) United States dollars;

(2)(a) Euro, or any national currency of any participating member state of the EMU; or

 (b) in the case of any Covenant Party or Restricted Subsidiary, such local currencies held by them from time to time in the ordinary course of business;

(3) securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government, any member of the European Union or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition;

(4) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus of not less than $500.0 million in the case of U.S. banks and $100.0 million (or the U.S. dollar equivalent as of the date of determination) in the case of non-U.S. banks;

(5) repurchase obligations for underlying securities of the types described in clauses (3) and (4) entered into with any financial institution meeting the qualifications specified in clause (4) above;

(6) commercial paper rated at least P-1 by Moody’s or at least A-1 by S&P and in each case maturing within 24 months after the date of creation thereof;

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(7) marketable short-term money market and similar securities having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) and in each case maturing within 24 months after the date of creation thereof;

(8) investment funds investing 95% of their assets in securities of the types described in clauses (1) through (7) above;

(9) readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P with maturities of 24 months or less from the date of acquisition;

(10) Indebtedness or Preferred Stock issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from Moody’s with maturities of 24 months or less from the date of acquisition; and

(11) Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA—(or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s.

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (1) and (2) above, provided that such amounts are converted into any currency listed in clauses (1) and (2) as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

“Change of Control” means the occurrence of any of the following:

(1) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Covenant Parties and the Restricted Subsidiaries, taken as a whole, to any Person other than a Permitted Holder; or

(2) the Issuers become aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than the Permitted Holders, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of a majority or more of the total voting power of the Voting Stock of an Issuer.

“Consolidated Depreciation and Amortization Expense” means, with respect to any Person, for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees and Capitalized Software Expenditures and amortization of unrecognized prior service costs and actuarial gains and losses related to pensions and other post-employment benefits, of such Person and its Subsidiaries that are Covenant Parties or Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

“Consolidated Indebtedness” means, as of any date of determination, the sum, without duplication, of (1) the total amount of Indebtedness of the Covenant Parties and the Restricted Subsidiaries, plus (2) the aggregate liquidation value of all Disqualified Stock of the Issuers and the Restricted Guarantors and all Preferred Stock of the Restricted Subsidiaries that are not Guarantors, in each case, determined on a consolidated basis in accordance with GAAP.

“Consolidated Interest Expense” means, with respect to any Person for any period, without duplication, the sum of:

(1) consolidated interest expense of such Person and its Subsidiaries that are Covenant Parties or Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in

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computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (c) non-cash interest expense (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (d) the interest component of Capitalized Lease Obligations, and (e) net payments, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding (w) any Additional Interest and any “additional interest” with respect to the Senior Notes, (x) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, (y) any expensing of bridge, commitment and other financing fees and (z) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Receivables Facility); plus

(2) consolidated capitalized interest of such Person and such Subsidiaries for such period, whether paid or accrued; plus

(3) Restricted Payments made by such Person of the type permitted to be made by clause (15)(f) of the second paragraph of the provisions described above under “Certain Covenants—Limitation on Restricted Payments”; less

(4) interest income of such Person and such Subsidiaries for such period.

For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by the Issuers to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

“Consolidated Leverage Ratio” means, as of the date of determination, the ratio of (a) the Consolidated Indebtedness of the Covenant Parties and the Restricted Subsidiaries on such date less the amount of cash and Cash Equivalents in excess of any Restricted Cash that would be stated on the balance sheet of the Covenant Parties and the Restricted Subsidiaries and held by the Covenant Parties and the Restricted Subsidiaries as of such date of determination, as determined in accordance with GAAP, to (b) EBITDA of the Covenant Parties and the Restricted Subsidiaries for the most recently ended four fiscal quarters ending immediately prior to such date for which internal financial statements are available.

In the event that a Covenant Party or any Restricted Subsidiary (i) incurs, assumes, guarantees, redeems, retires or extinguishes any Indebtedness (other than, for purposes of calculating EBITDA only, Indebtedness incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) or (ii) issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Consolidated Leverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Consolidated Leverage Ratio is made (the “Consolidated Leverage Ratio Calculation Date”), then the Consolidated Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period.

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business, and other operational changes that a Covenant Party or any of the Restricted Subsidiaries has determined to make and/or made during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Consolidated Leverage Ratio Calculation Date shall be calculated on a pro forma basis in accordance with GAAP assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, discontinued operations and other operational changes (and the change in any associated Fixed Charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into a Covenant

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Party or any of the Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinued operation or operational change, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this definition, then the Consolidated Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, consolidation, discontinued operation or operational change had occurred at the beginning of the applicable four-quarter period.

For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of an Issuer. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Consolidated Leverage Ratio Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of an Issuer to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period except as set forth in the first paragraph of this definition. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Issuers may designate. Any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Issuers as set forth in an Officer’s Certificate, to reflect (1) operating expense reductions and other operating improvements or synergies reasonably expected to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions and (2) all adjustments of the nature used in connection with the calculation of “Pro forma Adjusted EBITDA” as set forth in footnote 8 to the “Summary Historical and Pro forma Financial Information” under “Prospectus Summary” in this prospectus to the extent such adjustments, without duplication, continue to be applicable to such four-quarter period. Notwithstanding anything to the contrary, the aggregate amount of projected operating expense reductions, operating improvements and synergies included in any such pro forma calculation shall not exceed $125.0 million for any four consecutive quarter period (which adjustments may be incremental to pro forma adjustments made pursuant to the immediately preceding paragraph).

For the purposes of this definition, any amount in a currency other than U.S. dollars will be converted to U.S. dollars based on the average exchange rate for such currency for the most recent twelve month period immediately prior to the date of determination determined in a manner consistent with that used in calculating EBITDA for the applicable period.

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Subsidiaries that are Covenant Parties or Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that, without duplication,

(1) any after-tax effect of extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses (including relating to the Transactions), duplicative running costs associated with the European Data Factory, severance, relocation costs and curtailments or modifications to pension and post-retirement employee benefit plans shall be excluded,

(2) the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period, including changes from international financial reporting standards to United States financial reporting standards,

(3) any after-tax effect of income (loss) from disposed or discontinued operations and any net after-tax gains or losses on disposal of disposed, abandoned or discontinued operations shall be excluded,

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(4) any after-tax effect of gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions other than in the ordinary course of business, as determined in good faith by the Issuers, shall be excluded,

(5) the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of such Person shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to such Person or a Subsidiary thereof that is a Covenant Party or a Restricted Subsidiary in respect of such period,

(6) solely for the purpose of determining the amount available for Restricted Payments under clause (3)(a) of the first paragraph of “Certain Covenants—Limitation on Restricted Payments,” the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded if the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination wholly permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived, provided that Consolidated Net Income of the Covenant Parties will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) to a Covenant Party or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein,

(7) effects of purchase accounting adjustments (including the effects of such adjustments pushed down to such Person and such Subsidiaries) in component amounts required or permitted by GAAP, resulting from the application of purchase accounting in relation to the Transactions or any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded,

(8) any after-tax effect of income (loss) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments shall be excluded,

(9) any impairment charge or asset write-off, in each case, pursuant to GAAP and the amortization of intangibles arising pursuant to GAAP shall be excluded,

(10) any non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights shall be excluded,

(11) any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with the Transactions and any acquisition, Investment, Asset Sale, issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument (in each case, including any such transaction consummated prior to the Issue Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction shall be excluded, and

(12) accruals and reserves that are established within twelve months after the Issue Date that are so required to be established as a result of the Transactions in accordance with GAAP shall be excluded.

Notwithstanding the foregoing, for the purpose of the covenant described under “Certain Covenants—Limitation on Restricted Payments” only (other than clause (3)(d) thereof), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Covenant Parties and the Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from the Covenant Parties and the Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by any of the Covenant Parties or any of the Restricted Subsidiaries, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under such covenant pursuant to clause (3)(d) thereof.

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“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent,

(1) to purchase any such primary obligation or any property constituting direct or indirect security therefor,

(2) to advance or supply funds

(a) for the purchase or payment of any such primary obligation, or

(b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or

(3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

“Covenant Parties” means each of VNUHF, VNU International, B.V., and the Issuers.

“Credit Facilities” means, with respect to a Covenant Party or any of the Restricted Subsidiaries, one or more debt facilities, including the Senior Credit Facilities, or other financing arrangements (including, without limitation, commercial paper facilities or indentures) providing for revolving credit loans, term loans, letters of credit or other long-term indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof and any indentures or credit facilities or commercial paper facilities that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount permitted to be borrowed thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”) or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Designated Non-cash Consideration” means the fair market value of non-cash consideration received by a Covenant Party or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of an Issuer, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

“Designated Preferred Stock” means Preferred Stock of a Covenant Party, a Restricted Subsidiary or any direct or indirect parent corporation thereof (in each case other than Disqualified Stock) that is issued for cash (other than to a Covenant Party or a Restricted Subsidiary or an employee stock ownership plan or trust established by a Covenant Party or any their respective Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate executed by the principal financial officer of the Issuers, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (3) of the first paragraph of the “Certain Covenants—Limitation on Restricted Payments” covenant.

“Designated Senior Indebtedness” means:

(1) any Indebtedness outstanding under the Senior Credit Facilities; and

(2) any other Senior Indebtedness permitted under the Indenture, the principal amount of which is $50.0 million or more and that has been designated by an Issuer as “Designated Senior Indebtedness.”

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“Domestic Subsidiary” means any Subsidiary of a Covenant Party that is organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof.

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than solely as a result of a change of control or asset sale) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely as a result of a change of control or asset sale), in whole or in part, in each case prior to the date 91 days after the earlier of the maturity date of the notes or the date the notes are no longer outstanding; provided, however, that if such Capital Stock is issued to any plan for the benefit of employees of the Covenant Parties or their respective Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased in order to satisfy applicable statutory or regulatory obligations.

“EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person and its Subsidiaries that are Covenant Parties or Restricted Subsidiaries for such period

(1) increased (without duplication) by:

(a) provision for taxes based on income or profits or capital, including, without limitation, state, franchise and similar taxes and foreign withholding taxes of such Person and such Subsidiaries paid or accrued during such period deducted (and not added back) in computing Consolidated Net Income; plus

(b) Fixed Charges (other than clause (3) of the definition of Consolidated Interest Expense, except to the extent that such amount has been deducted in the calculation of Consolidated Net income) of such Person and such Subsidiaries for such period (including (x) net losses on Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk and (y) costs of surety bonds in connection with financing activities, in each case, to the extent included in Fixed Charges) to the extent the same was deducted (and not added back) in calculating such Consolidated Net Income; plus

(c) Consolidated Depreciation and Amortization Expense of such Person and such Subsidiaries for such period to the extent the same were deducted (and not added back) in computing Consolidated Net Income; plus

(d) any expenses or charges (other than depreciation or amortization expense) related to any Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or the incurrence or repayment of Indebtedness permitted to be incurred by the Indenture (including a refinancing thereof) (whether or not successful), including (i) such fees, expenses or charges related to the offering of the notes and the Senior Notes and the Credit Facilities, (ii) any amendment or other modification of the notes, and, in each case, deducted (and not added back) in computing Consolidated Net Income, (iii) any Additional Interest and any “additional interest” with respect to the Senior Notes and (iv) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Receivables Facility; plus

(e) the amount of any business optimization expense and restructuring charge or reserve deducted (and not added back) in such period in computing Consolidated Net Income, including any restructuring costs incurred in connection with acquisitions after the Issue Date, costs related to the closure and/or consolidation of facilities, retention charges, systems establishment costs and excess pension charges; plus

(f) any other non-cash charges, including any write offs or write downs, reducing Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from EBITDA in such future period to the extent paid, but excluding from this

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proviso, for the avoidance of doubt, amortization of a prepaid cash item that was paid in a prior period); plus

(g) the amount of any minority interest expense consisting of Subsidiary income attributable to minority equity interests of third parties in any non-Wholly Owned Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income; plus

(h) the amount of management, monitoring, consulting, transaction and advisory fees and related expenses paid in such period to the Investors to the extent otherwise permitted under “Certain Covenants—Transactions with Affiliates”; plus

(i) the amount of loss on sale of receivables and related assets to the Receivables Subsidiary in connection with a Receivables Facility; plus

(j) any costs or expense incurred by such Person or any such Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of an Issuer or a Restricted Guarantor or net cash proceeds of an issuance of Equity Interest of an Issuer or Restricted Guarantor (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation set forth in clause (3) of the first paragraph under “Certain Covenants—Limitation on Restricted Payments”;

(2) decreased by (without duplication) (a) non-cash gains increasing Consolidated Net Income of such Person and such Subsidiaries for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any prior period and (b) solely for the purpose of calculating EBITDA on a cumulative basis for purposes of clause (3)(a) of the first paragraph under the heading “Certain Covenants—Limitation on Restricted Payments” the amount of cost savings set forth in the adjustments used in connection with the calculation of “Pro forma Adjusted EBITDA” as set forth in footnote 8 to the “Summary Historical and Pro forma Financial Information” under “Prospectus Summary” in this prospectus; and

(3) increased or decreased by (without duplication):

(a) any net gain or loss resulting in such period from Hedging Obligations and the application of Statement of Financial Accounting Standards No. 133 and International Accounting Standards No. 39 and their respective related pronouncements and interpretations; plus or minus, as applicable,

(b) any net gain or loss resulting in such period from currency translation gains or losses related to currency remeasurements of indebtedness (including any net loss or gain resulting from hedge agreements for currency exchange risk).

“EMU” means economic and monetary union as contemplated in the Treaty on European Union.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock.

“Equity Offering” means any public or private sale of common stock or Preferred Stock of a VNUHF or of a direct or indirect parent of a VNUHF (excluding Disqualified Stock), other than:

(1) public offerings with respect to any such Person’s common stock registered on Form S-8;

(2) issuances to a Covenant Party or any Subsidiary of a Covenant Party; and

(3) any such public or private sale that constitutes an Excluded Contribution.

“Euro” means the single currency of participating member states of the EMU.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

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“Excluded Contribution” means net cash proceeds, marketable securities or Qualified Proceeds received by or contributed to a Covenant Party from,

(1) contributions to its common equity capital, and

(2) the sale (other than to a Covenant Party or a Subsidiary of a Covenant Party or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of a Covenant Party or a Subsidiary of a Covenant Party) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of VNUHF or any direct or indirect parent of VNUHF,

in each case designated as Excluded Contributions pursuant to an Officer’s Certificate on the date such capital contributions are made or the date such Equity Interests are sold, as the case may be, which are excluded from the calculation set forth in clause (3) of the first paragraph under “Certain Covenants—Limitation on Restricted Payments.”

“Fixed Charges” means, with respect to any Person for any period, the sum, without duplication, of:

(1) Consolidated Interest Expense of such Person and its Subsidiaries that are Covenant Parties or Restricted Subsidiaries for such period; plus

(2) all cash dividends or other distributions paid to any Person other than such Person or any such Subsidiary (excluding items eliminated in consolidation) on any series of Preferred Stock of a Covenant Party or a Restricted Subsidiary during such period; plus

(3) all cash dividends or other distributions paid to any Person other than such Person or any such Subsidiary (excluding items eliminated in consolidation) on any series of Disqualified Stock of a Covenant Party or a Restricted Subsidiary during such period.

“Foreign Parent” means The Nielsen Company B.V., VNU Intermediate Holding B.V. and any other direct or indirect parent organization of a Covenant Party that is a subsidiary of The Nielsen Company B.V.

“Foreign Subsidiary” means any Restricted Subsidiary that is not a Guarantor and that is not organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof and any Restricted Subsidiary of such Foreign Subsidiary.

“GAAP” means generally accepted accounting principles in the United States which are in effect on the Issue Date.

“Government Securities” means securities that are:

(1) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or

(2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,

which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.

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“guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

“Guarantee” means the guarantee by any Guarantor of the Issuers’ Obligations under the Indenture.

“Guarantor” means, each Person that Guarantees the notes in accordance with the terms of the Indenture.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap agreement or similar agreement providing for the transfer or mitigation of interest rate or currency risks either generally or under specific contingencies.

“Holder” means the Person in whose name a Senior Subordinated Discount Note is registered on the registrar’s books.

“Holdings Debt” means Indebtedness of Nielsen outstanding on the Issue Date (after giving pro forma effect to the Transactions) as reflected in Nielsen’s balance sheet and refinancings thereof that do not increase the aggregate principal amount thereof, except to the extent of additional Indebtedness incurred to pay premiums (including tender premiums), defeasance costs and fees and expenses in connection therewith.

“Indebtedness” means, with respect to any Person, without duplication:

(1) any indebtedness (including principal and premium) of such Person, whether or not contingent:

(a) in respect of borrowed money;

(b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof);

(c) representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), except (i) any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business, (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP, and (iii) liabilities accrued in the ordinary course of business; or

(d) representing any Hedging Obligations;

if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;

(2) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred to in clause (1) of a third Person (whether or not such items would appear upon the balance sheet of such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business; and

(3) to the extent not otherwise included, the obligations of the type referred to in clause (1) of a third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person;

provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include (a) Contingent Obligations incurred in the ordinary course of business, (b) obligations under or in respect of Receivables Facilities, (c) any intercompany indebtedness (including intercompany indebtedness to a Foreign Parent) having a term not exceeding 364 days (inclusive of any rollover or extensions of terms) and made in the ordinary course of business consistent with past practice and (d) the Parent Intercompany Debt.

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“Independent Financial Advisor” means an accounting, appraisal, investment banking firm or consultant to Persons engaged in Similar Businesses of nationally recognized standing that is, in the good faith judgment of the Issuers, qualified to perform the task for which it has been engaged.

“Initial Purchasers” means Deutsche Bank Securities Inc., Citigroup Global Markets Inc., J.P. Morgan Securities Inc., ABN AMRO Incorporated and ING Bank N.V.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.

“Investment Grade Securities” means:

(1) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents);

(2) debt securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among the Issuers and the Subsidiaries of any Covenant Party;

(3) investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending investment or distribution; and

(4) corresponding instruments in countries other than the United States customarily utilized for high quality investments.

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers, commission, travel and similar advances to officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of such Person in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of “Unrestricted Subsidiary” and the covenant described under “Certain Covenants—Limitation on Restricted Payments”:

(1) “Investments” shall include the portion (proportionate to the applicable Covenant Party’s direct or indirect equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of a Covenant Party at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Issuers or applicable Restricted Subsidiary shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to:

(a) the Covenant Party’s direct or indirect “Investment” in such Subsidiary at the time of such redesignation; less

(b) the portion (proportionate to the Covenant Party’s direct or indirect equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and

(2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Issuers.

“Investors” means AlpInvest Partners, The Blackstone Group, The Carlyle Group, Hellman & Friedman, Kohlberg Kravis Roberts & Co., Thomas H. Lee Partners and each of their respective Affiliates but not including, however, any operating portfolio companies of any of the foregoing.

“Issue Date” means August 9, 2006, the date on which the notes were originally issued.

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“Issuers” has the meaning set forth in the first paragraph under “General.”

“Legal Holiday” means a Saturday, a Sunday or a day on which commercial banking institutions are not required to be open in the State of New York.

“Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien.

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business.

“Net Income” means, with respect to any Person, the net income (loss) of such Person and its Subsidiaries that are Covenant Parties or Restricted Subsidiaries, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.

“Net Proceeds” means the aggregate cash proceeds received by any of the Covenant Parties or any of the Restricted Subsidiaries in respect of any Asset Sale, including any cash received upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale, net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration, including legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of principal, premium, if any, and interest on Senior Indebtedness required (other than required by clause (1) of the second paragraph of “Repurchase at the Option of Holders—Asset Sales”) to be paid as a result of such transaction and any deduction of appropriate amounts to be provided by a Covenant Party or any of the Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by a Covenant Party or any of the Restricted Subsidiaries after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

“Obligations” means any principal (including any accretion), interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal (including any accretion), interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

“Officer” means the Chairman of the Board, the Chief Executive Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Issuers.

“Officer’s Certificate” means a certificate signed on behalf of the Issuers by an Officer of the Issuers, who must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Issuers, that meets the requirements set forth in the Indenture.

“Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Issuers or the Trustee.

“Parent Intercompany Debt” means the intercompany loan of Nielsen to VNUHF, as in effect on the Issue Date after giving effect to the Transactions.

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“Permitted Asset Swap” means the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between a Covenant Party or any of the Restricted Subsidiaries and another Person; provided, that any cash or Cash Equivalents received must be applied in accordance with the “Repurchase at the Option of Holders—Asset Sales” covenant.

“Permitted Holders” means each of the Investors and members of management of a Covenant Party, a Restricted Subsidiary or any direct or indirect parent entity of the foregoing who are holders of Equity Interests of Nielsen or its direct or indirect parent organizations on the Issue Date and any group (within the meaning of Section 13(d)(3) or section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members; provided, that, in the case of such group and without giving effect to the existence of such group or any other group, such Investors and members of management, collectively, have beneficial ownership of more than 50% of the total voting power of the Voting Stock of Nielsen or any of its direct or indirect parent companies.

“Permitted Investments” means:

(1) any Investment in a Covenant Party or any of the Restricted Subsidiaries;

(2) any Investment in cash and Cash Equivalents or Investment Grade Securities;

(3) any Investment by a Covenant Party or any of the Restricted Subsidiaries in a Person that is engaged in a Similar Business if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary; or

(b) such Person, in one transaction or a series of related transactions, is merged or consolidated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, a Covenant Party or a Restricted Subsidiary,

and, in each case, any Investment held by such Person; provided, that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer;

(4) any Investment in securities or other assets not constituting cash, Cash Equivalents or Investment Grade Securities and received in connection with an Asset Sale made pursuant to the provisions of “Repurchase at the Option of Holders—Asset Sales” or any other disposition of assets not constituting an Asset Sale;

(5) any Investment existing on the Issue Date or made pursuant to binding commitments in effect on the Issue Date or an Investment consisting of any extension, modification or renewal of any Investment existing on the Issue Date; provided that the amount of any such Investment may be increased (x) as required by the terms of such Investment as in existence on the Issue Date or (y) as otherwise permitted under this Indenture;

(6) any Investment acquired by a Covenant Party or any of the Restricted Subsidiaries:

(a) in exchange for any other Investment or accounts receivable held by such Covenant Party or any such Restricted Subsidiary in connection with or as a result of a bankruptcy workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable; or

(b) as a result of a foreclosure by a Covenant Party or any of the Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(7) Hedging Obligations permitted under clause (9) of the covenant described in “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;

(8) any Investment in a Similar Business having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (8) that are at that time outstanding, not to exceed 2.5% of

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Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(9) Investments the payment for which consists of Equity Interests (exclusive of Disqualified Stock) of a Covenant Party or any of their respective direct or indirect parent companies; provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under clause (3) of the first paragraph under the covenant described in “Certain Covenants—Limitations on Restricted Payments”;

(10) guarantees of Indebtedness permitted under the covenant described in “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;

(11) any transaction to the extent it constitutes an Investment that is permitted and made in accordance with the provisions of the second paragraph of the covenant described under “Certain Covenants—Transactions with Affiliates” (except transactions described in causes (2), (5) and (9) of such paragraph);

(12) Investments consisting of purchases and acquisitions of inventory, supplies, material or equipment;

(13) additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (13) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities), not to exceed 2.5% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(14) Investments relating to a Receivables Subsidiary that, in the good faith determination of the Issuers are necessary or advisable to effect any Receivables Facility;

(15) advances to, or guarantees of Indebtedness of, employees not in excess of $15.0 million outstanding at any one time, in the aggregate;

(16) loans and advances to officers, directors and employees for business related travel expenses, moving expenses and other similar expenses, in each case incurred in the ordinary course of business or consistent with past practices or to fund such Person’s purchase of Equity Interests of the Issuers or any direct or indirect parent company thereof; and

(17) Investments in joint ventures in an aggregate amount not to exceed $25.0 million outstanding at any one time, in the aggregate.

“Permitted Junior Securities” means:

(1) Equity Interests in an Issuer, any Restricted Guarantor or any direct or indirect parent of a Covenant Party; or

(2) unsecured debt securities that are subordinated to all Senior Indebtedness (and any debt securities issued in exchange for Senior Indebtedness) to substantially the same extent as, or to a greater extent than, the notes and the related Guarantees are subordinated to Senior Indebtedness under the Indenture;

provided that the term “Permitted Junior Securities” shall not include any securities distributed pursuant to a plan of reorganization if the Indebtedness under the Senior Credit Facilities is treated as part of the same class as the notes for purposes of such plan of reorganization; provided further that to the extent that any Senior Indebtedness of an Issuer or the Guarantors outstanding on the date of consummation of any such plan of reorganization is not paid in full in cash on such date, the holders of any such Senior Indebtedness not so paid in full in cash have consented to the terms of such plan of reorganization.

“Permitted Liens” means, with respect to any Person:

(1) pledges or deposits by such Person under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for

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the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business;

(2) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(3) Liens for taxes, assessments or other governmental charges not yet overdue for a period of more than 30 days or payable or subject to penalties for nonpayment or which are being contested in good faith by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(4) Liens in favor of issuers of performance and surety bonds or bid bonds or with respect to other regulatory requirements or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business;

(5) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental, to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(6) Liens securing Indebtedness permitted to be incurred pursuant to clause (4) or (17) of the second paragraph under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; provided that Liens securing Indebtedness permitted to be incurred pursuant to clause (17) extend only to the assets of Foreign Subsidiaries;

(7) Liens existing on the Issue Date;

(8) Liens on property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further, however, that such Liens may not extend to any other property owned by a Covenant Party or any of the Restricted Subsidiaries;

(9) Liens on property at the time a Covenant Party or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into a Covenant Party or any of the Restricted Subsidiaries; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition; provided, further, however, that the Liens may not extend to any other property owned by a Covenant Party or any of the Restricted Subsidiaries;

(10) Liens securing Indebtedness or other obligations of a Covenant Party or a Restricted Subsidiary owing to a Covenant Party or another Restricted Subsidiary permitted to be incurred in accordance with the covenant described under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”;

(11) Liens securing Hedging Obligations so long as, in the case of Hedging Obligations related to interest, the related Indebtedness is, and is permitted to be under the Indenture, secured by a Lien on the same property securing such Hedging Obligations;

(12) Liens on specific items of inventory of other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

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(13) leases, subleases, licenses or sublicenses granted to others in the ordinary course of business which do not materially interfere with the ordinary conduct of the business of the Covenant Parties or any of the Restricted Subsidiaries and do not secure any Indebtedness;

(14) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Covenant Parties and the Restricted Subsidiaries in the ordinary course of business;

(15) Liens in favor of an Issuer or any Restricted Guarantor;

(16) Liens on equipment of a Covenant Party or any of the Restricted Subsidiaries granted in the ordinary course of business;

(17) Liens on accounts receivable and related assets incurred in connection with a Receivables Facility;

(18) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8) and (9); provided, however, that (a) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (b) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (6), (7), (8) and (9) at the time the original Lien became a Permitted Lien under the Indenture, and (ii) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;

(19) deposits made in the ordinary course of business to secure liability to insurance carriers;

(20) other Liens securing obligations incurred in the ordinary course of business which obligations do not exceed $50.0 million at any one time outstanding;

(21) Liens securing judgments for the payment of money not constituting an Event of Default under clause (5) under the caption “Events of Default and Remedies” so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;

(22) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

(23) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, and (iii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

(24) Liens deemed to exist in connection with Investments in repurchase agreements permitted under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;

(25) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; and

(26) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Covenant Parties or any of the Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Covenant Parties and the

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Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Covenant Parties or any of the Restricted Subsidiaries in the ordinary course of business.

For purposes of this definition, the term “Indebtedness” shall be deemed to include interest on and the costs in respect of such Indebtedness.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Preferred Stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.

“Qualified Proceeds” means assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business; provided that the fair market value of any such assets or Capital Stock shall be determined by the Issuers in good faith.

“Rating Agencies” means Moody’s and S&P or if Moody’s or S&P or both shall not make a rating on the notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Issuers which shall be substituted for Moody’s or S&P or both, as the case may be.

“Receivables Facility” means any of one or more receivables financing facilities as amended, supplemented, modified, extended, renewed, restated or refunded from time to time, the Obligations of which are non-recourse (except for customary representations, warranties, covenants and indemnities made in connection with such facilities) to the Covenant Parties or any of the Restricted Subsidiaries (other than a Receivables Subsidiary) pursuant to which the Covenant Parties or any of the Restricted Subsidiaries sells their accounts receivable to either (a) a Person that is not a Restricted Subsidiary or (b) a Receivables Subsidiary that in turn sells its accounts receivable to a Person that is not a Restricted Subsidiary.

“Receivables Fees” means distributions or payments made directly or by means of discounts with respect to any accounts receivable or participation interest therein issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Facility.

“Receivables Subsidiary” means any Subsidiary formed for the purpose of, and that solely engages only in one or more Receivables Facilities and other activities reasonably related thereto.

“Registration Rights Agreement” means the Registration Rights Agreement with respect to the notes dated as of the Issue Date, among the Issuers, the Guarantors and the Initial Purchasers.

“Related Business Assets” means assets (other than cash or Cash Equivalents) used or useful in a Similar Business, provided that any assets received by the Covenant Parties or a Restricted Subsidiary in exchange for assets transferred by the Covenant Parties or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

“Representative” means any trustee, agent or representative (if any) for an issue of Senior Indebtedness of the Issuers.

“Restricted Cash” means cash and Cash Equivalents held by Restricted Subsidiaries that is contractually restricted from being distributed to the Covenant Parties, except for such restrictions that are contained in agreements governing Indebtedness permitted under the Indenture and that is secured by such cash or Cash Equivalents.

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“Restricted Guarantor” means a Guarantor that is a Covenant Party or a Restricted Subsidiary.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Subsidiary” means, at any time, each direct and indirect Subsidiary of each Covenant Party (including any Foreign Subsidiary) that is not an Issuer or that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted Subsidiary.”

“S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.

“Sale and Lease-Back Transaction” means any arrangement providing for the leasing by a Covenant Party or any of the Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by such Covenant Party or such Restricted Subsidiary to a third Person in contemplation of such leasing.

“SEC” means the U.S. Securities and Exchange Commission.

“Secured Indebtedness” means any Indebtedness of a Covenant Party or any of the Restricted Subsidiaries secured by a Lien.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Senior Credit Facilities” means the Credit Facility under the Credit Agreement to be entered into as of the Issue Date by and among the Issuers, the Guarantors, the lenders party thereto in their capacities as lenders thereunder and Citibank, N.A., as Administrative Agent including any guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements, refundings or refinancings thereof and any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” above).

“Senior Indebtedness” means:

(1) all Indebtedness of the Issuers or any Guarantor outstanding under the Senior Credit Facilities or Senior Notes and related Guarantees (including interest accruing on or after the filing of any petition in bankruptcy or similar proceeding or for reorganization of the Issuers or any Guarantor (at the rate provided for in the documentation with respect thereto, regardless of whether or not a claim for post-filing interest is allowed in such proceedings)), and any and all other fees, expense reimbursement obligations, indemnification amounts, penalties, and other amounts (whether existing on the Issue Date or thereafter created or incurred) and all obligations of the Issuers or any Guarantor to reimburse any bank or other Person in respect of amounts paid under letters of credit, acceptances or other similar instruments;

(2) all Hedging Obligations (and guarantees thereof) owing to a Lender (as defined in the Senior Credit Facilities) or any Affiliate of such Lender (or any Person that was a Lender or an Affiliate of such Lender at the time the applicable agreement giving rise to such Hedging Obligation was entered into), provided that such Hedging Obligations are permitted to be incurred under the terms of the Indenture;

(3) any other Indebtedness of the Issuers or any Guarantor permitted to be incurred under the terms of the Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the notes or any related Guarantee; and

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(4) all Obligations with respect to the items listed in the preceding clauses (1), (2) and (3);

provided, however, that Senior Indebtedness shall not include:

(a) any obligation of such Person to the Covenant Parties or any of their respective Subsidiaries;

(b) any liability for federal, state, local or other taxes owed or owing by such Person;

(c) any accounts payable or other liability to trade creditors arising in the ordinary course of business; provided that obligations incurred pursuant to the Credit Facilities shall not be excluded pursuant to this clause (c);

(d) any Indebtedness or other Obligation of such Person which is subordinate or junior in any respect to any other Indebtedness or other Obligation of such Person; or

(e) that portion of any Indebtedness which at the time of incurrence is incurred in violation of the Indenture; provided, however that such Indebtedness shall be deemed not to have been incurred in violation of the Indenture for purposes of this clause if such Indebtedness consists of Designated Senior Indebtedness, and the holder(s) of such Indebtedness of their agent or representative (a) had no actual knowledge at the time of incurrence that the incurrence of such Indebtedness violated the Indenture and (b) shall have receive a certificate from an officer of the Issuers to the effect that the incurrence of such Indebtedness does not violate the provisions of the Indenture.

“Senior Notes” means the Issuers’ 10% Senior Notes due 2014 and 9% Senior Notes due 2014 issued on the Issue Date.

“Senior Subordinated Indebtedness” means:

(1) with respect to the Issuers, Indebtedness which ranks equal in right of payment to the notes issued by the Issuers; and

(2) with respect to any Guarantor, Indebtedness which ranks equal in right of payment to the Guarantee of such entity of notes.

“Significant Party” means any Guarantor or Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Issue Date.

“Similar Business” means any business conducted or proposed to be conducted by the Covenant Parties and the Restricted Subsidiaries on the Issue Date or any business that is similar, reasonably related, incidental or ancillary thereto.

“Sponsor Management Agreements” means the advisory agreements between each of ACN Holdings, Inc. and The Nielsen Company (US), Inc. and Valcon, in each case as in effect on the date hereof and giving effect to amendments thereto that, taken as a whole, are not materially adverse to the interests of the holders of the notes.

“Sterling Notes” means the £250 million 5.63% Senior Notes due 2010 of The Nielsen Company B.V.

“Subordinated Indebtedness” means,

(1) any Indebtedness of the Issuers which is by its terms subordinated in right of payment to the notes, and

(2) any Indebtedness of any Guarantor which is by its terms subordinated in right of payment to the Guarantee of such entity of the notes.

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“Subsidiary” means, with respect to any Person:

(1) any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof; and

(2) any partnership, joint venture, limited liability company or similar entity of which

(x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise, and

(y) such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

“Total Assets” means total assets of the Covenant Parties and the Restricted Subsidiaries on a consolidated basis, shown on the most recent balance sheet of the Covenant Parties and the Restricted Subsidiaries as may be expressly stated without giving effect to any amortization of the amount of intangible assets since the Issue Date; provided that in no event shall the Transactions Intercompany Obligations constitute part of Total Assets.

“Transactions” means the transactions described under “Prospectus Summary—The Transactions.”

“Transactions Intercompany Obligations” means any intercompany loan made by a Covenant Party or a Restricted Subsidiary to a Foreign Parent outstanding on the Issue Date or made for the purpose of consummating the Transactions.

“Treasury Rate” means, as of any Redemption Date, the yield to maturity as of such Redemption Date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the Redemption Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the Redemption Date to August 1, 2011; provided, however, that if the period from the Redemption Date to August 1, 2011 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended (15 U.S.C §§ 77aaa-77bbbb).

“Unrestricted Subsidiary” means:

(1) each of NetRatings, Inc. and BuzzMetrics, Inc.;

(2) any Subsidiary of a Covenant Party which at the time of determination is an Unrestricted Subsidiary (as designated by the Issuers, as provided below); and

(3) any Subsidiary of an Unrestricted Subsidiary.

The Issuers may designate any Subsidiary of a Covenant Party (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, a Covenant Party or any Restricted Subsidiary of a Covenant Party (other than solely any Unrestricted Subsidiary of the Subsidiary to be so designated); provided that

(1) any Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned, directly or indirectly, by a Covenant Party;

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(2) such designation complies with the covenants described under “Certain Covenants—Limitation on Restricted Payments”; and

(3) each of:

(a) the Subsidiary to be so designated; and

(b) its Subsidiaries

has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of any Covenant Party or any Restricted Subsidiary.

The Issuers may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, no Default shall have occurred and be continuing and either:

(1) the Issuers could incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test described in the first paragraph under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; or

(2) the Consolidated Leverage Ratio for the Covenant Parties and the Restricted Subsidiaries would be less than such ratio immediately prior to such designation,

in each case on a pro forma basis taking into account such designation.

Any such designation by the Issuers shall be notified by the Issuers to the Trustee by promptly filing with the Trustee a copy of the resolution of the board of directors of the Issuers or any committee thereof giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions.

“Nielsen Senior Discount Notes” means the 11 ¹/8% Senior Discount Notes due 2016 issued by Nielsen on the Issue Date.

“VNUHF” means VNU Holding and Finance B.V.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the board of directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing:

(1) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment; by

(2) the sum of all such payments.

“Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Equity Interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person.

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

To ensure compliance with treasury department circular 230, Holders are hereby notified that: (a) any discussion of federal tax issues in this prospectus supplement is not intended or written to be relied upon, and cannot be relied upon, by Holders for the purpose of avoiding penalties that may be imposed on holders under the Internal Revenue Code; (b) such discussion is included herein by the issuer in connection with the promotion or marketing (within the meaning of circular 230) by the issuer of the transactions or matters addressed herein; and (c) holders should seek advice based on their particular circumstances from an independent tax advisor.

The following is a summary of certain material U.S. federal income tax consequences of the exchange of old notes for exchange notes pursuant to the exchange offer, but does not address any other aspects of U.S. federal income tax consequences. This summary is based upon the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated or proposed thereunder and administrative and judicial interpretations thereof, all as of the date hereof and all of which are subject to change, possibly on a retroactive basis. Except as expressly stated otherwise, this summary is limited to the tax consequences of U.S. Holders that exchange old notes for exchange notes in the exchange offer and who hold the old notes as capital assets within the meaning of Section 1221 of the Code, which we refer to as “Holders.” This summary does not purport to deal with all aspects of U.S. federal income taxation that might be relevant to particular Holders in light of their particular investment circumstances or status, nor does it address specific tax consequences that may be relevant to particular persons (including, for example, financial institutions, broker dealers, insurance companies, partnerships or other pass-through entities, expatriates, tax-exempt organizations and persons that have a functional currency other than the U.S. Dollar or persons in special situations, such as those who have elected to mark securities to market or those who hold notes as part of a straddle, hedge, conversion transaction or other integrated investment). This summary is not binding on the Internal Revenue Service (the “IRS”) or the courts. We have not sought any ruling from the IRS with respect to the statements made and the conclusions reached in this summary, and we cannot assure you that the IRS will agree with such statements and conclusions.

This summary is for general information only. Persons considering the exchange of old notes for exchange notes are urged to consult their independent tax advisors concerning the U.S. federal income taxation consequences in light of their particular situations as well as any consequences arising under the laws of any other taxing jurisdiction.

For purposes of the following summary, “U.S. Holder” is a Holder that is, for U.S. federal income tax purposes (i) a citizen or individual resident of the U.S.; (ii) a corporation or other entity taxable as a corporation created or organized under the laws of the U.S. or any political subdivision thereof; (iii) an estate, the income of which is subject to U.S. federal income tax regardless of the source; or (iv) a trust, if a court within the U.S. is able to exercise primary supervision over the trust’s administration and one or more U.S. persons have the authority to control all its substantial decisions or if a valid election to be treated as a U.S. person is in effect with respect to such trust. A “Non-U.S. Holder” is a Holder that is neither a U.S. Holder nor a partnership for U.S. federal income tax purposes.

Exchange of an Old Note for an Exchange Note Pursuant to the Exchange Offer

The exchange by any Holder of an old note for an exchange note should not constitute a taxable exchange for U.S. federal income tax purposes. Consequently, no gain or loss should be recognized by Holders that exchange old notes for exchange notes pursuant to the exchange offer. For purposes of determining gain or loss upon the subsequent sale or exchange of exchange notes, a Holder’s tax basis in an exchange should be the same as such Holder’s tax basis in the old note exchanged therefore. Holders should be considered to have held the exchange notes from the time of their acquisition of the old notes.

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PLAN OF DISTRIBUTION

Until 90 days after the date of this prospectus, all dealers effecting transactions in the exchange notes, whether or not participating in this distribution, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for old notes only where such old notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days from the date on which the exchange offer is consummated, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until                     , 2007, all dealers effecting transactions in the exchange notes may be required to deliver a prospectus.

We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of exchange notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

254

LEGAL MATTERS

The validity of the exchange notes and the enforceability of the obligations under the exchange notes to be issued will be passed upon for us by O’Melveny & Myers LLP, New York, New York, and Clifford Chance LLP, Amsterdam, the Netherlands.

EXPERTS

The consolidated financial statements and schedule of The Nielsen Company B.V. at December 31, 2006 and for the period from May 24, 2006 through December 31, 2006 for the Successor, and for the period from January 1, 2006 through May 23, 2006 for the Predecessor, appearing in this Prospectus and Registration Statement, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The consolidated financial statements and schedule of The Nielsen Company B.V. at December 31, 2005, and for each of the two years in the period ended December 31, 2005 for the Predecessor, appearing in this Prospectus and Registration Statement, have been audited by Ernst & Young Accountants, independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We will be required to file annual and quarterly reports and other information with the SEC after the registration statement described below is declared effective by the SEC. You may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C., 20549. Please call 1-800-SEC-0330 for further information on the operation of the Public Reference Room. Our filings will also be available to the public from commercial document retrieval services and at the web site maintained by the SEC at http://www.sec.gov. Our reports and other information that we have filed, or may in the future file, with the SEC are not incorporated by reference into and do not constitute part of this prospectus.

We have filed a registration statement on Form S-4 to register with the SEC the exchange notes to be issued in exchange for the old notes. This prospectus is part of that registration statement. As allowed by the SEC’s rules, this prospectus does not contain all of the information you can find in the registration statement or the exhibits to the registration statement. You should note that where we summarize in this prospectus the material terms of any contract, agreement or other document filed as an exhibit to the registration statement, the summary information provided in the prospectus is less complete than the actual contract, agreement or document. You should refer to the exhibits filed to the registration statement for copies of the actual contract, agreement or document.

We have not authorized anyone to give you any information or to make any representations about us or the transactions we discuss in this prospectus other than those contained in this prospectus. If you are given any information or representations about these matters that is not discussed in this prospectus, you must not rely on that information. This prospectus is not an offer to sell or a solicitation of an offer to buy securities anywhere or to anyone where or to whom we are not permitted to offer or sell securities under applicable law.

255

SERVICE OF PROCESS AND ENFORCEABILITY OF CIVIL LIABILITIES

The Nielsen Company B.V. is a is a Netherlands besloten venootschap met beperkte aansprakelijkeid, or private company with limited liability. Certain of its officers and directors may be residents of various jurisdictions outside the United States. In addition, certain of The Nielsen Company B.V.’s assets, are located outside the United States. The Nielsen Company B.V. has agreed, in accordance with the terms of the indenture under which the exchange notes will be issued, to accept service of process in any suit, action or proceeding with respect to the indenture, the notes or the security documents brought in any federal or state court located in New York City by an agent designated for such purpose, and to submit to the jurisdiction of such courts in connection with such suits, actions or proceedings. However, it may be difficult for holders of the notes to effect service within the United States upon directors, officers and experts who are not residents of the United States or to realize or enforce in the United States upon judgments of courts of the United States predicated upon civil liability under U.S. federal securities laws. We have been advised by our Dutch counsel that there is doubt as to the enforceability in the Netherlands against The Nielsen Company B.V. or against its directors, officers and experts who are not residents of the United States, in original actions or in actions for enforcement of judgments of courts of the United States, of liabilities predicated solely upon U.S. federal securities laws.

256

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	PAGE
Reports of Independent Registered Public Accounting Firms	F-2
Consolidated Balance Sheets as of December 31, 2006 for the Successor and December 31, 2005 for the Predecessor	F-4
Consolidated Statements of Operations for the period from May 24, 2006 through December 31, 2006 for the Successor and for the period from January 1, 2006 through May 23, 2006 and for the years ended December 31, 2005 and 2004 for the Predecessor	F-5
Consolidated Statements of Cash Flows for the period from May 24, 2006 through December 31, 2006 for the Successor and for the period from January 1, 2006 through May 23, 2006 and for the years ended December 31, 2005 and 2004 for the Predecessor	F-6
Consolidated Statements of Changes in Shareholders’ Equity and Accumulated Other Comprehensive Income for the period from May 24, 2006 through December 31, 2006 for the Successor and for the period from January 1, 2006 through May 23, 2006 and for the years ended December 31, 2005 and 2004 for the Predecessor	F-7
Notes to Consolidated Financial Statements	F-9

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Supervisory Board and Shareholders

The Nielsen Company bv

We have audited the accompanying consolidated balance sheet of The Nielsen Company bv as of December 31, 2006 for the Successor and the related consolidated statements of operations, changes in shareholders’ equity, and cash flows for the period from May 24, 2006 through December 31, 2006 for the Successor and for the period from January 1, 2006 through May 23, 2006 for the Predecessor. Our audits also included the financial statement schedule listed in the Index at Item 21(b). These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of The Nielsen Company bv at December 31, 2006 for the Successor and the consolidated results of its operations and its cash flows for the period from May 24, 2006 through December 31, 2006 for the Successor and for the period from January 1, 2006 through May 23, 2006 for the Predecessor, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

/s/    ERNST & YOUNG LLP

New York, New York

April 4, 2007

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Supervisory Board and Shareholders

The Nielsen Company bv

We have audited the accompanying consolidated balance sheet of The Nielsen Company bv (Predecessor) as of December 31, 2005, and the related consolidated statements of operations, changes in shareholders’ equity, and cash flows for each of the two years in the period ended December 31, 2005. Our audits also included the financial statement schedule listed in the Index at Item 21(b). These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of The Nielsen Company bv (Predecessor) at December 31, 2005, and the consolidated results of its operations and its cash flows for each of the two years in the period ended December 31, 2005, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

/s/    ERNST & YOUNG ACCOUNTANTS

Amsterdam, The Netherlands

April 4, 2007

F-3

The Nielsen Company bv

Consolidated Balance Sheets

	Successor			Predecessor
(IN MILLIONS, EXCEPT SHARE AND PER SHARE DATA)	December 31, 2006			December 31, 2005
Assets:
Current assets
Cash and cash equivalents	$	631		$	1,019
Marketable securities		151			123
Trade and other receivables, net of allowances for doubtful accounts and sales returns of $29 and $36 in 2006 and 2005, respectively.		740			763
Prepaid expenses and other current assets		247			436
Assets of discontinued operations		545			—
Total current assets		2,314			2,341
Non-current assets
Property, plant and equipment, net		524			504
Goodwill		6,664			5,023
Other intangible assets, net		5,772			1,964
Derivative financial instruments		1			260
Deferred tax assets		106			77
Other non-current assets		718			494
Total assets	$	16,099		$	10,663
Liabilities, minority interests and shareholders’ equity:
Current liabilities
Accounts payable and other current liabilities	$	988		$	827
Deferred revenues		451			437
Income tax liabilities		252			246
Current portion of long-term debt, capital lease obligations and other short-term borrowings		212			731
Liabilities of discontinued operations		143			—
Total current liabilities		2,046			2,241
Non-current liabilities
Long-term debt and capital lease obligations		7,761			2,000
Deferred tax liabilities		1,901			610
Other non-current liabilities		372			373
Total liabilities		12,080			5,224
Commitments and contingencies (Note 16)
Minority interests		105			104
Shareholders’ equity:
Priority stock, €8.00 par value, canceled as of December 31, 2006, 500 shares authorized, issued and outstanding at December 31, 2005		—			—
7% preferred stock, €8.00 par value, 150,000 shares authorized, issued and outstanding		1			1
Series A preferred stock, €8.00 par value, canceled as of December 31, 2006, 13,750,000 shares authorized, none issued or outstanding at December 31, 2005		—			—
Series B cumulative preferred stock, €0.20 par value, canceled as of December 31, 2006, 25,000,000 shares authorized; 7,200,000 shares issued and outstanding at December 31, 2005		—			2
Common stock, €0.20 par value, 550,000,000 shares authorized; 258,463,857 shares and 257,073,932 shares issued at December 31, 2006 and 2005, respectively		58			58
Additional paid-in capital		4,122			2,819
(Accumulated deficit)/retained earnings		(313	)		3,140
Accumulated other comprehensive income/(loss), net of income taxes		46			(685	)
Total shareholders’ equity		3,914			5,335
Total liabilities, minority interests and shareholders’ equity	$	16,099		$	10,663

The accompanying notes are an integral part of these consolidated financial statements.

F-4

The Nielsen Company bv

Consolidated Statements of Operations

	Successor			Predecessor
	May 24 – December 31, 2006			January 1 – May 23, 2006			Year ended December 31,
(IN MILLIONS)							2005			2004
Revenues	$	2,548		$	1,626		$	4,059		$	3,814
Cost of revenues, exclusive of depreciation and amortization shown separately below		1,202			787			1,904			1,772
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below		912			554			1,464			1,321
Depreciation and amortization		257			126			312			297
Goodwill impairment charges		—			—			—			135
Transaction costs		—			95			—			—
Restructuring costs		68			7			6			36
Operating income		109			57			373			253
Interest income		11			8			21			16
Interest expense		(372	)		(48	)		(130	)		(140	)
Gain/(loss) on derivative instruments		5			(9	)		13			178
(Loss)/gain on early extinguishment of debt		(65	)		—			(102	)		1
Foreign currency exchange transaction (losses)/gains, net		(71	)		(3	)		11			(2	)
Equity in net income of affiliates		6			6			9			7
Other (expense)/income, net		(7	)		14			8			5
(Loss)/income from continuing operations before income taxes and minority interests		(384	)		25			203			318
Benefit/(provision) for income taxes		105			(39	)		(31	)		(45	)
Minority interests		—			—			—			5
(Loss)/income from continuing operations		(279	)		(14	)		172			278
Discontinued operations, net of tax		(17	)		—			7			845
Net (loss)/income	$	(296	)	$	(14	)	$	179		$	1,123

The accompanying notes are an integral part of these consolidated financial statements.

F-5

The Nielsen Company bv

Consolidated Statements of Cash Flows

	Successor			Predecessor
	May 24 – December 31, 2006			January 1 – May 23, 2006			Year ended December 31,
(IN MILLIONS)							2005			2004
Operating Activities
Net (loss)/income	$	(296	)	$	(14	)	$	179		$	1,123
Adjustments to reconcile net income to net cash provided by operating activities:
Share-based payments expense		14			20			23			34
Gain on sale of discontinued operations, net of tax		—			(3	)		(7	)		(756	)
(Benefit)/provision for deferred income taxes		(193	)		33			48			(76	)
Currency exchange rate differences on financial transactions and other losses/(gains)		78			(11	)		(19	)		(4	)
Loss on early extinguishment of debt		65			—			102			1
Gain/(loss) on derivative instruments		(5	)		9			(13	)		(178	)
Equity in net income from affiliates, net of dividends received		(2	)		2			2			5
Minority interest in net income/(loss) of consolidated subsidiaries		—			1			1			(5	)
Gain on sale of fixed assets, subsidiaries and affiliates		—			—			(18	)		(12	)
Depreciation and amortization		265			128			318			323
Goodwill impairment charges		—			—			—			135
Changes in operating assets and liabilities, net of effect of businesses acquired and divested:
Trade and other receivables, net		(38	)		31			(58	)		(70	)
Prepaid expenses and other current assets		(3	)		2			22			(8	)
Accounts payable and other current liabilities and deferred revenues		285			(95	)		13			34
Other non-current liabilities		—			(3	)		(18	)		41
Interest receivable		2			5			15			3
Interest payable		219			(4	)		(12	)		(20	)
Income taxes		41			(22	)		(68	)		29
Net cash provided by operating activities		432			79			510			599
Investing Activities
Acquisition of subsidiaries and affiliates, net of cash acquired		(43	)		(57	)		(178	)		(103	)
Proceeds/(payments) from sale of subsidiaries and affiliates, net		91			(3	)		(23	)		2,598
Additions to property, plant and equipment and other assets		(110	)		(45	)		(163	)		(184	)
Additions to intangible assets		(57	)		(24	)		(75	)		(85	)
Purchases of marketable securities		(63	)		(56	)		(122	)		(164	)
Sales and maturities of marketable securities		59			71			141			159
Other investing activities		(20	)		17			(6	)		130
Net cash (used in) / provided by investing activities		(143	)		(97	)		(426	)		2,351
Financing Activities
Payments to Valcon to settle certain borrowings for the Valcon Acquisition		(5,862	)		—			—			—
Proceeds from issuances of debt, net of issuance costs of $137 in the Successor period		6,787			—			—			103
Repayments of debt		(1,549	)		(466	)		(1,805	)		(833	)
Stock activity of subsidiaries, net		6			(9	)		(14	)		20
Increase/(decrease) in other short-term borrowings		34			(6	)		(673	)		97
Repurchase of preference shares		(116	)		—			—			—
Cash dividends paid to shareholders		(16	)		—			(99	)		(79	)
Activity under stock plans		(91	)		40			7			—
Settlement of derivatives and other financing activities		308			212			70			(17	)
Net cash used in financing activities		(499	)		(229	)		(2,514	)		(709	)
Effect of exchange-rate changes on cash and cash equivalents		8			61			(189	)		265
Net (decrease)/increase in cash and cash equivalents		(202	)		(186	)		(2,619	)		2,506
Cash and cash equivalents at beginning of period		833			1,019			3,638			1,132
Cash and cash equivalents at end of period	$	631		$	833		$	1,019		$	3,638
Non-cash Investing and Financing Activities
Valcon transactions pushed-down to Nielsen:
Acquisition of Nielsen by Valcon	$	(10,062	)	$	—		$	—		$	—
Net borrowings for the Valcon Acquisition, net of issuance costs of $60		5,773			—			—			—
Investment by parent companies		4,289			—			—			—
Supplemental Cash Flow Information
Cash paid for income taxes	$	(57	)	$	(30	)	$	(60	)	$	(133	)
Cash paid for interest, net of amounts capitalized		(167	)		(53	)		(144	)		(205	)

The accompanying notes are an integral part of these consolidated financial statements.

F-6

The Nielsen Company bv

Consolidated Statements of Changes in Shareholders’ Equity and Accumulated Other Comprehensive Income

											Accumulated Other Comprehensive Income/(Loss), Net
(IN MILLIONS)	Total Preferred Stock		Common Stock		Additional Paid-in Capital			Accumulated (Deficit)/ Retained Earnings			Currency Translation Adjustments			Net Unrealized Gains/ (Losses) on Securities			Net Unrealized Gain on Cash Flow Hedges		Minimum Pension Liability			Total Shareholders’ Equity
Predecessor
Balance, January 1, 2004	$	3	$	56	$	2,581		$	2,196		$	(41	)	$	(1	)	$	—	$	(118	)	$	4,676
Comprehensive income/(loss):
Net income									1,123														1,123
Other comprehensive loss:
Currency translation adjustments												(483	)										(483	)
Unrealized gain on available-for-sale securities															5								5
Minimum pension liability																				(7	)		(7	)
Total other comprehensive loss																							(485	)
Total comprehensive income																							638
Dividend to preferred shareholders									(7	)													(7	)
Dividend to common shareholders				1		91			(164	)													(72	)
Share-based payments expense						34																	34
Dilution on stock issuance of subsidiary						(1	)																(1	)
Balance, December 31, 2004		3		57		2,705			3,148			(524	)		4			—		(125	)		5,268
Comprehensive income/(loss):
Net income									179														179
Other comprehensive loss:
Currency translation adjustments, net of tax of $89												(63	)										(63	)
Unrealized gain on available-for-sale securities															6								6
Unrealized gain on cash flow hedges																		3					3
Minimum pension liability, net of tax of $5																				14			14
Total other comprehensive loss																							(40	)
Total comprehensive loss																							139
Dividend to preferred shareholders									(7	)													(7	)
Dividend to common shareholders				1		87			(180	)													(92	)
Activity under stock plans						7																	7
Share-based payments expense						23																	23
Dilution on stock issuance of subsidiary						(3	)																(3	)
Balance, December 31, 2005	$	3	$	58	$	2,819		$	3,140		$	(587	)	$	10		$	3	$	(111	)	$	5,335

F-7

The Nielsen Company bv

Consolidated Statements of Changes in Shareholders’ Equity and Accumulated Other Comprehensive Income—(Continued)

												Accumulated Other Comprehensive Income/(Loss), Net
(IN MILLIONS)	Total Preferred Stock			Common Stock		Additional Paid-in Capital			Accumulated (Deficit)/ Retained Earnings			Currency Translation Adjustments			Net Unrealized Gains/ (Losses) on Securities			Net Unrealized Gain on Cash Flow Hedges		Minimum Pension Liability			Total Shareholders’ Equity
Balance, December 31, 2005	$	3		$	58	$	2,819		$	3,140		$	(587	)	$	10		$	3	$	(111	)	$	5,335
Comprehensive income/(loss):
Net income										(14	)													(14	)
Other comprehensive income:
Currency translation adjustments, net of tax of $7													106											106
Unrealized gain on available-for-sale securities																(4	)							(4	)
Cash flow hedges																			1					1
Total other comprehensive income																								103
Total comprehensive income																								89
Activity under stock plans							39																	39
Share-based payments expense							(63	)																(63	)
Dilution on stock issuance of subsidiary							(6	)																(6	)
Balance, May 23, 2006	$	3		$	58	$	2,789		$	3,126		$	(481	)	$	6		$	4	$	(111	)	$	5,394
Successor
Valcon Equity	$	3		$	58	$	4,228		$	—		$	—		$	—		$	—	$	—			4,289
Comprehensive income/(loss):
Net loss										(296	)													(296	)
Other comprehensive income:
Currency translation adjustments													37											37
Unrealized loss on pension liability																					(1	)		(1	)
Unrealized gain on available-for-sale securities																1								1
Cash flow hedges, net of tax of $(1)																			9					9
Total other comprehensive loss																								46
Total comprehensive loss																								(250	)
Repurchase of preference shares		(2	)				(114	)																(116	)
Dividend to preferred shareholders, net of tax of $1										(17	)													(17	)
Share-based payments expense							7																	7
Dilution on stock issuance of subsidiary							1																	1
Balance, December 31, 2006	$	1		$	58	$	4,122		$	(313	)	$	37		$	1		$	9	$	(1	)	$	3,914

The accompanying notes are an integral part of these consolidated financial statements.

F-8

The Nielsen Company bv

Notes to Consolidated Financial Statements

1. Description of Business and Basis of Presentation

The Nielsen Company bv (the “Company” or “Nielsen”) (formerly known as VNU Group bv and VNU nv) is a global information and media company with leading market positions and recognized brands. Nielsen is organized into three segments: Marketing Information (“MI”) (e.g., ACNielsen), Media Measurement & Information (“MMI”) (e.g., Nielsen Media Research) and Nielsen Business Media (“NBM”) (e.g., Billboard, The Hollywood Reporter). Nielsen is active in more than 100 countries, with its headquarters located in Haarlem, the Netherlands and New York, USA. Nielsen has approximately 41,000 full-time employees.

On May 24, 2006, Nielsen was acquired through a tender offer to shareholders by Valcon Acquisition bv (“Valcon”), an entity formed by investment funds associated with AlpInvest Partners, The Blackstone Group, The Carlyle Group, Hellman & Friedman, Kohlberg Kravis Roberts & Co., and Thomas H. Lee Partners (collectively, the “Sponsors”). Valcon’s cumulative purchases of the outstanding common shares and preferred B shares resulted in a combined 99.44% of Nielsen’s issued and outstanding shares as of December 31, 2006. Valcon intends to acquire the remaining Nielsen shares through a statutory squeeze-out procedure, pursuant to Dutch legal and regulatory requirements, which is expected to be completed in 2007. The common and preferred shares were delisted from the Euronext Amsterdam on July 11, 2006.

Nielsen became a subsidiary of Valcon upon the consummation of the acquisition by Valcon (the “Valcon Acquisition”). Valcon’s cost of acquiring Nielsen has been pushed-down to establish the new accounting basis in Nielsen. Although Nielsen continues as the same legal entity after the Valcon Acquisition, the accompanying consolidated balance sheets, statements of operations, cash flows and statements of changes in shareholders’ equity are presented for two periods: Predecessor and Successor, which relate to the period preceding and succeeding the Valcon Acquisition. These separate periods are presented to reflect the new accounting basis established for Nielsen as of the acquisition date and have been separated by a vertical line on the face of the consolidated financial statements to highlight the fact that the financial information for such periods has been prepared under two different historical-cost bases of accounting. The Successor portion of the financial statements also reflects the push-down of Valcon’s borrowings under its senior secured bridge facility, which was used to fund a portion of the Valcon Acquisition, and was repaid with funds borrowed by Nielsen and certain of its subsidiaries (see Note 11) and equity contributions from the Sponsors.

The consolidated financial statements of Nielsen have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”), and all amounts are presented in U.S. Dollars (“$”), except for share data or where expressly stated as being in other currencies, e.g. Euros (“€”).

Consolidation

The consolidated financial statements include the accounts of Nielsen and all subsidiaries and other controlled entities. The equity method of accounting is used for investments in affiliates and joint ventures where Nielsen has significant influence but not control, usually supported by a shareholding of between 20% and 50% of the voting rights. Investments in which Nielsen owns less than 20% are accounted for either as available-for-sale securities if the shares are publicly traded or at cost. Intercompany accounts and transactions between consolidated companies have been eliminated in consolidation. The financial statements of certain subsidiaries outside the United States and Canada are consolidated using their statutory fiscal years ending November 30 to facilitate timely reporting of Nielsen’s financial results. There have been no significant intervening events which materially affect the consolidated financial position and results of operations of Nielsen after November 30, 2006, 2005 and 2004 related to these subsidiaries. The accounting policies followed by Nielsen in the Successor period are consistent with those of the Predecessor period. Certain reclassifications have been made to the prior period amounts to conform to the December 31, 2006 presentation.

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The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

Subsidiary Stock Transactions

At December 31, 2006, Nielsen owned approximately 60% of NetRatings, Inc. (“Nielsen//NetRatings”), a public company that provides internet audience measurement services and 49% of Nielsen BuzzMetrics, a private company that measures consumer-generated media. Nielsen’s ownership percentage in Nielsen//NetRatings’ stock is impacted by Nielsen’s purchase of additional subsidiary stock, as well as subsidiary stock transactions, including the subsidiary’s stock repurchase and stock issuance. On February 5, 2007, Nielsen and Nielsen//NetRatings announced that they had entered into a merger agreement, see Note 19. Nielsen records all gains and losses related to subsidiary stock transactions in shareholders’ equity in additional paid-in capital. For details related to Nielsen BuzzMetrics’ and Nielsen//NetRatings’ stock option exercises, see Note 13. In the period May 24, 2006 to December 31, 2006, Nielsen//NetRatings did not repurchase any shares, for the periods January 1, 2006 to May 23, 2006 and for the year ended December 31, 2005, respectively, Nielsen//NetRatings repurchased 0.8 million and 1.1 million shares for an average price of $12.70 and $13.40 per share in cash, respectively.

Foreign Currency Translation

Nielsen has significant investments outside the United States, primarily in the Euro-zone and the United Kingdom. Therefore, changes in the value of foreign currencies affect the consolidated financial statements when translated into U.S. Dollars. The functional currency for substantially all subsidiaries outside the U.S. is the local currency. Financial statements for these subsidiaries are translated into U.S. Dollars at period-end exchange rates as to the assets and liabilities and monthly average exchange rates as to revenues, expenses and cash flows. For these countries, currency translation adjustments are recognized in shareholders’ equity as a component of accumulated other comprehensive income/(loss), whereas transaction gains and losses are recognized in foreign exchange transactions (losses)/gains, net.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Investments

Investments include available-for-sale securities carried at fair value, or cost if not publicly traded, investments in affiliates, and a trading asset portfolio maintained to generate returns to offset changes in certain liabilities related to deferred compensation arrangements. For the available-for-sale securities, any unrealized holding gains and losses, net of deferred income taxes, are excluded from operating results and are recognized in shareholders’ equity as a component of accumulated other comprehensive income/(loss) until realized. Nielsen assesses declines in the value of individual investments to determine whether such decline is other than temporary and thus the investment is impaired by considering available evidence.

Goodwill and Indefinite-Lived Intangible Assets

Goodwill and other indefinite-lived intangible assets are stated at historical cost less accumulated impairment losses.

Goodwill and other indefinite-lived intangible assets, consisting of certain trade names and trademarks, are tested for impairment on an annual basis and whenever events or circumstances indicate that the carrying amount

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The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

of assets may not be recoverable. Nielsen reviews the recoverability of its goodwill by comparing the estimated fair values of reporting units with their respective carrying amounts. The Company established reporting units based on its internal reporting structure. For purposes of testing goodwill for impairment, goodwill has been allocated to reporting units on a pro-rata basis to the fair values of the respective reporting units. The estimates of fair value of a reporting unit, which is generally one level below Nielsen’s operating segments, are determined using a combination of valuation techniques, primarily a discounted cash flow analysis and a market-based approach for the Nielsen Internet reporting unit. A discounted cash flow analysis requires various judgmental assumptions, including assumptions about future cash flows, growth rates and discount rates. The assumptions about future cash flows and growth rates are based on Nielsen’s budget and business plans. Discount rate assumptions are based on an assessment of the risk inherent in the respective reporting units. In estimating the fair values of its reporting units, Nielsen also uses market comparisons and recent comparable transactions. The impairment test for other indefinite-lived intangible assets consists of a comparison of the fair value of the intangible asset with its carrying amount. If the carrying amount of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. The estimates of fair value of trade names and trademarks are determined using a “relief from royalty” discounted cash flow valuation methodology. Significant assumptions inherent in this methodology include estimates of royalty rates and discount rates. Discount rate assumptions are based on an assessment of the risk inherent in the respective intangible assets. Assumptions about royalty rates are based on the rates at which comparable trade names and trademarks are being licensed in the marketplace.

Nielsen recorded a non-cash impairment charge of $135 million in 2004, based on the methodology described above, reducing the carrying value of goodwill in the Entertainment reporting unit within MMI. The charge reflects the impact of increased competition and client consolidation in the film sector and deterioration of the music market resulting from increased piracy, including the illegal duplication of compact disks. The tests for 2005 and 2006 confirmed that the fair value of Nielsen’s reporting units and indefinite lived intangible assets exceeded their respective carrying amounts and that no impairment was required. There was no impairment of indefinite-lived intangibles for any of the years presented.

Software and Other Amortized Intangible Assets

Intangible assets with finite lives are stated at historical cost, less accumulated amortization and impairment losses. These intangible assets are amortized on a straight-line basis over the following estimated useful lives, which are reviewed annually:

		Weighted Average
Trade names and trademarks (with finite lives)	20 - 40 years	26
Customer-related intangibles	6 - 25 years	21
Covenants-not-to-compete	2 - 7 years	5
Computer software	3 - 7 years	5
Patents and other	3 - 7 years	6

Nielsen has purchased and internally developed software to facilitate its global information processing, financial reporting and access needs. These costs and related software implementation costs are capitalized in accordance with the American Institute of Certified Public Accountants’ Statement of Position No. 98-1, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use”, and amortized over the estimated useful life.

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The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

Research and development costs

Research and development costs, which were not material for any periods presented, are expensed as incurred.

Property, Plant and Equipment

Property, plant and equipment are carried at historical cost less accumulated depreciation and impairment losses. Property, plant and equipment are depreciated on a straight-line basis over the estimated useful lives of 25 to 50 years for buildings and 3 to 10 years for equipment.

Impairment of Long-Lived Assets

Long-lived assets held and used by Nielsen, including property, plant and equipment and amortized intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. Nielsen evaluates recoverability of assets to be held and used by comparing the carrying amount of an asset to the future net undiscounted cash flows to be generated by the asset. If such asset is considered to be impaired, the impairment loss is measured as the amount by which the carrying amount of the asset exceeds its fair value.

Revenue Recognition

General

Nielsen recognizes revenue for the sale of services and products under the provisions of SEC Staff Accounting Bulletin (“SAB”) 104, “Revenue Recognition”, when persuasive evidence of an arrangement exists, services have been rendered or delivery has occurred, the fee is fixed or determinable, and the collectibility related to the services and products is reasonably assured.

A significant portion of Nielsen’s revenue is generated from its media and marketing services. The Company reviews all contracts to evaluate them pursuant to SAB 104 and recognizes revenue from the sale of its services and products based upon fair value as the services are performed, which is generally ratably over the term of the contract(s). Invoiced amounts are recorded as deferred revenue until earned.

Nielsen’s revenue arrangements may include multiple elements as defined in Emerging Issues Task Force (“EITF”) Issue No. 00-21, “Revenue Arrangements with Multiple Deliverables.” In these arrangements, the individual deliverables within the contract are separated and recognized upon delivery based upon their fair values relative to the total contract value, to the extent that the fair values are readily determinable and the deliverables have stand-alone value to the customer (the “relative fair value method”).

A discussion of Nielsen’s revenue recognition policies, by segment, follows:

Marketing Information

Revenue, primarily from retail measurement services and consumer panel services, is recognized on a straight-line basis over the period during which the services are performed and information is delivered to the customer. Software sold as part of these arrangements is considered to be incidental to the arrangements and is not recognized as a separate element.

The Company performs customized research projects which are recognized into revenue as value is delivered to the customer. The pattern of revenue recognition for these contracts varies depending on the terms of the individual contracts, and may be recognized proportionally or deferred until the end of the contract term and recognized when the final report has been delivered to the customer.

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The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

Media Measurement & Information

Revenue is primarily generated from television audience and internet measurement services and is recognized on a straight-line basis over the contract period, as the service is delivered to the customer. Software sold as part of these arrangements is considered to be incidental to the arrangements and is not recognized as a separate element.

Nielsen Business Media

Single copy revenue for publications, sold via newsstands and/or dealers, is recognized in the month in which the magazine goes on sale. Revenue from printed circulation and advertisements included therein is recognized on the date it is available to the consumer. Revenue from electronic circulation and advertising is recognized over the period during which both are electronically available. The unearned portion of paid magazine subscriptions is deferred and recognized on a straight-line basis with monthly amounts recognized on the magazines’ cover date.

For products, such as magazines and books, sold to customers with the right to return unsold items, revenues are recognized when the products are shipped, based on gross sales less an allowance for future estimated returns. Revenue from trade shows and certain costs are recognized upon completion of the event.

Deferred Costs

Incremental direct costs incurred related to establish an electronic metered sample/panel in a market, are deferred. Deferred metered market assets are amortized over the original contract period, generally five years, beginning when the electronic metered sample/panel is ready for its intended use.

Advertising and Marketing Costs

Advertising and marketing costs are expensed as incurred and are reflected as selling, general and administrative expenses in the Consolidated Statements of Operations. These costs include all brand advertising, telemarketing, direct mail and other sales promotion associated with Nielsen’s publications, exhibitions, and marketing/media research services and products. Advertising and marketing costs totaled $32 million, $22 million, $80 million and $72 million for the periods May 24, 2006 to December 31, 2006 and January 1, 2006 to May 23, 2006 and for the years ended December 31, 2005 and 2004, respectively.

Financial Instruments

Nielsen’s financial instruments include cash and cash equivalents, accounts receivable, investments, accounts payable, accrued liabilities, long-term debt and derivative financial instruments. The carrying value of Nielsen’s financial instruments approximate fair value, except for differences with respect to long-term, fixed-rate debt and certain differences relating to investments accounted for at cost and other financial instruments. The fair value of financial instruments is generally determined by reference to market values resulting from trading on a national securities exchange or in an over-the-counter market. In cases where quoted market prices are not available, fair value is based on estimates using present value or other valuation techniques.

These financial instruments potentially subject Nielsen to concentrations of credit risk. Cash equivalents, marketable securities and derivative financial instruments (see Note 8) consist primarily of highly liquid securities held with acknowledged financial institutions and have original maturities of three months or less. Accounts receivable are not collateralized. The MI and MMI segments service high quality clients dispersed across many geographic areas, and NBM’s customer base consists of a large number of diverse customers. Nielsen maintains reserves for estimated credit losses and these losses have generally been within management’s expectations.

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The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

Derivative Financial Instruments / Hedge Accounting

Nielsen uses derivative instruments principally to manage the risk associated with movements in foreign currency exchange rates and the risk that changes in interest rates will affect the fair value or cash flows of its debt obligations.

To qualify for hedge accounting, the hedging relationship must meet several conditions with respect to documentation, probability of occurrence, hedge effectiveness and reliability of measurement. As such documentation was not in place during 2004, no derivative instruments outstanding qualified for hedge accounting, and all changes in fair value were recognized immediately in earnings.

At the inception of transactions entered into on or after January 1, 2005, Nielsen documents the relationship between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions as well as the hedge effectiveness assessment, both at the hedge inception and on an ongoing basis.

Nielsen recognizes all derivatives at fair value either as assets or liabilities in the consolidated balance sheets and changes in the fair values of such instruments are recognized currently in earnings unless specific hedge accounting criteria are met. If specific cash flow hedge accounting criteria are met, Nielsen recognizes the changes in fair value of these instruments in other comprehensive income.

Share-Based Compensation

Nielsen adopted Statement of Financial Accounting Standards (“SFAS”) No. 123(R), “Share-Based Payment”, effective January 1, 2003, using the modified prospective method described in the statement. This standard requires the cost of all share-based payments, including stock options, to be measured at fair value on the grant date and recognized in the Consolidated Statements of Operations; however, no expense is recognized for options that do not ultimately vest. Nielsen recognizes the expense of its options that cliff vest using the straight-line method. For those that vest over time, an accelerated graded vesting is used. All stock options outstanding under the Predecessor stock option plans were settled or canceled by the Company in connection with the Valcon Acquisition. See Note 13 for a discussion of share-based compensation.

Income Taxes

Nielsen provides for income taxes utilizing the asset and liability method of accounting for income taxes. Under this method, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each balance sheet date, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. If it is determined that it is more likely than not that future tax benefits associated with a deferred tax asset will not be realized, a valuation allowance is provided. The effect on deferred tax assets and liabilities of a change in the tax rates is recognized in the Consolidated Statements of Operations as an adjustment to income tax expense in the period that includes the enactment date.

Comprehensive Income/(Loss)

Comprehensive income/(loss) is reported in the accompanying Consolidated Statements of Changes in Shareholders’ Equity and consists of net income and other gains and losses affecting shareholders’ equity that are excluded from net income.

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The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

2. Summary of Recent Accounting Pronouncements

In February 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments”. This statement amends SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” and SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities”. SFAS No. 155 permits fair value remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation, and clarifies which interest-only strips and principal-only strips are not subject to the requirements of SFAS No. 133. This statement is effective for all financial instruments acquired or issued after the beginning of an entity’s first fiscal year that begins after September 15, 2006. Nielsen is evaluating the potential impact of SFAS No. 155 on its financial results.

In June 2006, the FASB issued FASB Interpretation (“FIN”) No. 48 “Accounting for Uncertainty in Income Taxes” an interpretation of FASB Statement No. 109 “Accounting for Income Taxes”. FIN No. 48 clarifies the accounting for uncertainty in income taxes recognized in financial statements and prescribes a recognition threshold and measurement process for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN No. 48 will be adopted by the Company on January 1, 2007. The Company is currently evaluating the impact of adopting FIN No. 48 and its impact on its financial position and results of operations.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. This statement applies under other accounting pronouncements that require or permit fair value measurements. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Liabilities, including an amendment of FASB Statement No. 115”, which permits companies to choose to measure certain items at fair value and to report unrealized gains and losses on items for which the fair value option is elected in earnings. This statement is effective for fiscal years beginning after November 15, 2007. Nielsen is currently evaluating the impact of adopting SFAS No. 157 and SFAS No. 159 on its financial statements.

In December 2006, the FASB issued FASB Staff Position (“FSP”) No. EITF 00-19-2, “Accounting for Registration Payment Arrangements”. Registration payment arrangements, as defined in the FSP, include most registration rights agreements in security issuances and certain “contingent interest” features in debt instruments. The FSP specifies that the contingent obligation to make future payments or otherwise transfer consideration under a registration payment arrangement, whether issued as a separate agreement or included as a provision of a financial instrument or other agreement, should be separately recognized and measured in accordance with SFAS No. 5, “Accounting for Contingencies”. The FSP further clarifies that a financial instrument subject to a registration payment arrangement should be accounted for in accordance with other applicable U.S. generally accepted accounting principles without regard to the contingent obligation to transfer consideration pursuant to the registration payment arrangement. The adoption of this FSP will not have a material impact on Nielsen’s consolidated financial position, results of operations or cash flows as it is generally consistent with the Company’s current policy.

3. Business Acquisitions

Valcon Acquisition

As discussed in Note 1, the Valcon Acquisition was completed on May 24, 2006. The price paid to Nielsen common shareholders was €29.50 ($37.90) per ordinary share and €21.00 ($27.00) per 7% preferred share.

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The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

The Valcon Acquisition has been accounted for in accordance with the provisions of SFAS No. 141, “Business Combinations”. The following summarizes the preliminary allocation of purchase price based on estimated fair values of the assets acquired and liabilities assumed as of May 24, 2006. These preliminary fair values were determined using management’s estimates from information currently available and are subject to change.

(IN MILLIONS)	May 24, 2006
Purchase price, net of discount of $6 million	$	9,911
Estimated direct acquisition costs of Valcon		151
Aggregate purchase price	$	10,062
Customer related intangibles	$	3,286
Trade names and trademarks		2,308
Computer software		372
Other intangible assets		52
Property, plant and equipment		506
Current assets		1,938
Other non-current assets		1,065
Debt		(2,489	)
Deferred income taxes		(1,963	)
Other current liabilities		(1,100	)
Other long term liabilities		(398	)
Deferred revenue		(380	)
Minority interest		(102	)
Goodwill		6,967
Total purchase price assigned	$	10,062

The following unaudited pro forma financial information presents the consolidated results of operations as if the Valcon Acquisition occurred on January 1, 2005, after including certain pro forma adjustments for interest expense, depreciation and amortization, sponsor fees, pension expense and related income taxes.

(IN MILLIONS)	December 31, 2006			December 31, 2005
Revenues	$	4,174		$	4,059
Loss from continuing operations		(377	)		(231	)

The pro forma financial information has been prepared assuming the Valcon Acquisition and the related financing discussed in Note 11 occurred as of January 1, 2005 and is not necessarily indicative of the combined results of operations had the Valcon Acquisition occurred at that date or the results of operations that may be obtained in the future. The pro forma financial information for the year ended December 31, 2006 has been adjusted from reported amounts for certain non-recurring charges of i) transaction costs of $95 million in connection with the Valcon Acquisition which primarily include accounting, investment banking, legal and other costs and include $45 million paid to IMS Health, and ii) the write-off of unamortized debt issuance costs of $60 million related to the Valcon Bridge Loan that was replaced with the Senior Secured Credit Facilities.

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Notes to Consolidated Financial Statements—(continued)

Successor

During the period from May 24, 2006 to December 31, 2006, Nielsen completed several acquisitions with an aggregate consideration, net of cash acquired, of $29 million and deferred consideration up to a maximum of $5 million, contingent on future performance. Had these acquisitions occurred as of January 1, 2006 and 2005, the impact on Nielsen’s consolidated results of operations would have been immaterial.

Predecessor

Nielsen completed several acquisitions during the period from January 1, 2006 to May 23, 2006 and the years ended December 31, 2005 and 2004 with an aggregate consideration of $69 million, $170 million, and $96 million, respectively, net of cash acquired. Had these acquisitions occurred at the beginning of the periods, the impact on Nielsen’s (Predecessor) consolidated results of operations would have been immaterial. Acquisitions during the period January 1, 2006 to May 23, 2006, and the years ended December 31, 2005 and 2004 resulted in additional goodwill of $54 million, $40 million, and $88 million, respectively, and additional identifiable intangible assets of $23 million, $8 million, and $13 million, respectively.

4. Business Divestitures

Business Media Europe

In December 2006, the Company reached an agreement in principle to sell substantially all of its Business Media Europe (BME) operations, which is part of NBM, to 3i Group plc, a private-equity and venture-capital firm. On February 8, 2007, Nielsen announced it had completed the sale. See Note 19 ‘Subsequent Events’. The cash proceeds of the sale approximated the carrying value as of December 31, 2006. The Company’s consolidated financial statements reflect BME’s business as a discontinued operation.

The major asset and liability categories attributable to discontinued operations of BME are as follows:

	Successor		Predecessor
(IN MILLIONS)	December 31, 2006		December 31, 2005
Accounts receivable	$	68	$	53
Inventories		2		2
Net property, plant and equipment		8		8
Other assets		467		107
Total assets	$	545	$	170
Accounts payable and other accrued liabilities	$	70	$	52
Other liabilities		73		56
Total liabilities	$	143	$	108

Directories

In November 2004, Nielsen completed the sale of its Directories segment (WD) to World Directories Acquisition Corp., a legal entity owned by funds advised by Apax Partners Worldwide LLP and Cinven Limited, for $2,622 million in cash. The sale resulted in a gain of $756 million, net of income taxes, of which $534 million related to currency translation adjustments reclassified from accumulated other comprehensive income; $1,594 million of the proceeds were used to repay debt in 2005 and $38 million of fees related to the disposition

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Notes to Consolidated Financial Statements—(continued)

were paid in 2005. The sales price is subject to adjustment based on final agreement on working capital and net indebtedness. In 2005, Nielsen recorded an additional gain of $8 million to reflect the continued negotiation of final settlement amounts.

In connection with the sale of WD, Nielsen indemnified the acquirer from any tax obligations relating to years prior to the divestiture (see Note 14).

Summarized results of operations for discontinued operations are as follows:

	Successor			Predecessor
	May 24 – December 31, 2006			January 1 – May 23, 2006								December 31,
												2005											2004
(IN MILLIONS)	BME			BME			Other		Total			BME			WD		Other			Total			BME			WD			Total
Revenues	$	189		$	106		$	—	$	106		$	287		$	—	$	—		$	287		$	279		$	505		$	784
Operating income		6			1			—		1			12			—		—			12			7			162			169
Income/(loss) before income taxes		(7	)		(1	)		—		(1	)		9			—		—			9			4			101			105
Income tax (provision)/benefit		(10	)		(2	)		—		(2	)		(9	)		—		—			(9	)		(6	)		(35	)		(41	)
Equity in net income of affiliates		—			—			—		—			—			—		—			—			—			25			25
Income/(loss)		(17	)		(3	)		—		(3	)		—			—		—			—			(2	)		91			89
Gain/(loss) on sale, net of tax		—			—			3		3			—			8		(1	)		7			—			756			756
Income/(loss) from discontinued operations	$	(17	)	$	(3	)	$	3	$	—		$	—		$	8	$	(1	)	$	7		$	(2	)	$	847		$	845

Nielsen allocated interest to discontinued operations in accordance with EITF Issue No. 87-24, “Allocation of Interest to Discontinued Operations”. The interest charges allocated to discontinued operations were comprised of interest expense on debt that was assumed by the acquirers of Nielsen’s discontinued operations and a portion of the consolidated interest expense of Nielsen, based on the ratio of net assets sold as a proportion of consolidated net assets. For the periods from May 24, 2006 to December 31, 2006 and from January 1, 2006 to May 23, 2006 and for the years ended December 31, 2005 and 2004, interest expense of $13 million, $1 million, $3 million and $3 million, respectively, was allocated to BME.

For the year ended December 31, 2004, Nielsen allocated interest expense of $45 million to WD.

Following are the major categories of cash flows from discontinued operations, as included in Nielsen’s Consolidated Statements of Cash Flows:

	Successor			Predecessor
	May 24 – December 31, 2006			January 1 – May 23, 2006			Year ended December 31,
(IN MILLIONS)							2005			2004
Net cash provided by operating activities	$	20		$	7		$	11		$	216
Net cash used in investing activities		(5	)		(12	)		(5	)		(62	)
Net cash provided by financing activities		(1	)		—			(1	)		1
	$	14		$	(5	)	$	5		$	155

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Notes to Consolidated Financial Statements—(continued)

In addition to the divestiture of WD, during the year ended December 31, 2004, Nielsen divested several smaller businesses for an aggregate price of $19 million, resulting in a gain of $10 million, which is reflected in the Consolidated Statements of Operations.

5. Marketable Securities

The following is a summary of estimated fair values of investments based on quoted market prices:

	Successor		Predecessor
(IN MILLIONS)	December 31, 2006		December 31, 2005
Current marketable securities:
Auction rate securities	$	49	$	53
Corporate notes		28		10
Commercial paper		10		2
Euro dollar bonds		13		17
Floating rate bonds		11		2
Government securities		9		32
Mutual funds		31		—
Other		—		7
Total current marketable securities	$	151	$	123
Long-term investments:
Auction rate securities	$	—	$	1
Corporate notes		9		17
Euro dollar bonds		5		6
Government securities		1		5
Mutual funds		17		89
Equity securities		24		25
Total long-term investments	$	56	$	143

All auction rate securities, corporate notes, commercial paper, Euro dollar bonds, floating rate bonds, government securities and other marketable securities are classified as available-for-sale. At December 31, 2006, both the fair market value and cost of these marketable securities totaled $135 million. At December 31, 2005, the fair market value, cost and net unrealized losses of marketable securities totaled $151 million, $152 million and $1 million, respectively.

These investments are stated at fair value with any unrealized holding gains or losses, net of tax, included as a component of accumulated other comprehensive income/(loss) until realized. Nielsen uses the specific identification method to determine realized gains and losses on its available-for-sale securities. For the periods May 24, 2006 to December 31, 2006 and January 1, 2006 to May 23, 2006 and years ended December 31, 2005 and 2004, realized gains and losses were immaterial.

Nielsen’s long-term equity securities are classified as available-for-sale. At December 31, 2006, the cost and net unrealized gains of Nielsen’s long-term equity securities totaled $23 million and $1 million, respectively. At December 31, 2005, the cost and net unrealized gains of Nielsen’s long-term equity securities totaled $14 million and $11 million, respectively.

Nielsen’s investments in mutual funds are intended to fund liabilities arising from its deferred compensation plan. These investments are classified as trading securities, and any gains or losses from changes in fair value are

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Notes to Consolidated Financial Statements—(continued)

included in other income/(expense). Net gains were $3 million, $2 million, $6 million and $6 million for the periods May 24, 2006 to December 31, 2006 and January 1, 2006 to May 23, 2006 and years ended December 31, 2005 and 2004, respectively.

6. Goodwill and Other Intangible Assets

Goodwill

The table below summarizes the changes in the carrying amount of goodwill by reportable segment for the periods January 1, 2005 to May 23, 2006 and for the period from May 24, 2006 to December 31, 2006.

(IN MILLIONS)	Marketing Information			Media Measurement & Information			Nielsen Business Media			Total
Predecessor
Balance, January 1, 2005	$	2,135		$	2,174		$	871		$	5,180
Effect of foreign currency translation		(106	)		(10	)		(23	)		(139	)
Additions (a)		25			15			—			40
Divestitures (b)		—			(26	)		—			(26	)
Other (c)		(4	)		(28	)		—			(32	)
Balance, December 31, 2005		2,050			2,125			848			5,023
Effect of foreign currency translation		33			7			14			54
Additions (a)		22			23			9			54
Other		—			1			—			1
Balance, May 23, 2006	$	2,105		$	2,156		$	871		$	5,132
Successor
Valcon Acquisition	$	2,945		$	2,712		$	1,310		$	6,967
Effect of foreign currency translation		(11	)		—			—			(11	)
Additions (a)		9			19			—			28
Assets of discontinued operations		—			—			(320	)		(320	)
Balance, December 31, 2006	$	2,943		$	2,731		$	990		$	6,664

(a) Refer to Note 3, ‘Business Acquisitions’.

(b) Refer to Note 15, ‘Investments in Affiliates and Related Party Transactions’.

(c) For MMI, the reversal of liabilities associated with the resolution of certain pre-acquisition contingency matters.

At December 31, 2006, an amount of $694 million is expected to be deductible for income tax purposes.

F-20

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

Other Intangible Assets

	Gross Amounts				Accumulated Amortization
	Successor		Predecessor		Successor			Predecessor
(IN MILLIONS)	December 31, 2006		December 31, 2005		December 31, 2006			December 31, 2005
Indefinite-lived intangibles:
Trade names and trademarks	$	2,123	$	673	$	—		$	—
Amortized intangibles:
Trade names and trademarks	$	161	$	11	$	(2	)	$	(4	)
Customer-related intangibles		3,175		1,265		(106	)		(517	)
Trade shows and related publications		—		360		—			(96	)
Covenants-not-to-compete		28		67		(10	)		(51	)
Computer software		427		638		(46	)		(398	)
Patents and other		24		75		(2	)		(59	)
Total	$	3,815	$	2,416	$	(166	)	$	(1,125	)

The amortization expense for the period from May 24, 2006 to December 31, 2006, for the period from January 1, 2006 to May 23, 2006 and the years ended December 31, 2005 and 2004 was $166 million, $75 million, $190 million and $182 million, respectively.

The trade names associated with Nielsen Media Research and ACNielsen are deemed indefinite-lived intangible assets, as their associated brand awareness and recognition has existed for over 50 years and Nielsen intends to continue to utilize these trade names. There are also no legal, regulatory, contractual, competitive, economic or other factors that may limit their estimated useful lives. Nielsen reconsiders the remaining estimated useful life of indefinite-lived intangible assets each reporting period.

Since the allocation of the Valcon Acquisition purchase price is preliminary and subject to finalization of independent appraisals, the estimated annual amortization expense is also subject to change as the appraisals are finalized.

All other intangible assets are subject to amortization. Future amortization expense is estimated to be as follows:

(IN MILLIONS)
For the year ending December 31:
2007	$	263
2008		248
2009		237
2010		224
2011		209
Thereafter		2,468
Total	$	3,649

F-21

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

7. Property, Plant and Equipment

	Successor			Predecessor
(IN MILLIONS)	December 31, 2006			December 31, 2005
Land and buildings	$	268		$	395
Information and communication equipment		245			621
Furniture, equipment and other		92			209
Total		605			1,225
Less accumulated depreciation		(81	)		(721	)
Net book value	$	524		$	504

Depreciation expense from continuing operations was $71 million, $44 million, $109 million and $107 million for the periods from May 24, 2006 to December 31, 2006 and January 1, 2006 to May 23, 2006 and for the years ended December 31, 2005 and 2004, respectively

Amortization expense on assets under capital leases was $3 million, $2 million, $8 million and $7 million for the periods from May 24, 2006 to December 31, 2006 and January 1, 2006 to May 23, 2006 and for the years ended December 31, 2005 and 2004, respectively. The net book value of capital leases was $120 million and $140 million as of December 31, 2006 and 2005, respectively. Capital leases are comprised primarily of buildings.

Since the allocation of the Valcon Acquisition purchase price is preliminary and subject to finalization of independent appraisals, the carrying amount and future depreciation expense is also subject to change as the appraisals are finalized.

F-22

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

8. Derivative Financial Instruments

The following table shows the contract or underlying principal amounts and fair values of derivative financial instruments by type of contract at December 31, 2006 and 2005. Contract or underlying principal amounts indicate the volume of transactions outstanding at the balance sheet dates and do not represent amounts at risk. The fair values are determined using market prices and pricing models at December 31, 2006 and 2005.

	Contract or Underlying Principal Amount				Fair Value 2006				Fair Value 2005
	Successor		Predecessor		Successor				Predecessor
(IN MILLIONS)	December 31,  2006		December 31, 2005		Positive Value (Assets)		Negative Value (Liabilities)		Positive Value (Assets)		Negative Value (Liabilities)
Interest-related instruments
Fixed-to-floating interest rate swaps	$	—	$	690	$	—	$	—	$	21	$	—
Floating-to-fixed interest rate swaps		3,131		—		2		1		—		—
Total interest related instruments		3,131		690		2		1		21		—
Currency-related instruments
EUR/USD cross-currency swaps		—		1,813		—		—		393		—
GBP/EUR cross-currency swaps		—		249		—		—		6		—
Forward currency exchange		36		189		—		—		—		1
Total currency related instruments		36		2,251		—		—		399		1
Total derivative financial instruments	$	3,167	$	2,941	$	2	$	1	$	420	$	1
Current derivative financial instruments	$	36	$	1,352	$	—	$	—	$	160	$	1
Non-current derivative financial instruments		3,131		1,589		2		1		260		—

Interest-Related Instruments

Successor

Cash Flow Hedges

Nielsen is exposed to cash flow interest rate risk on the floating-rate U.S. Dollars and Euro Term Loans, and uses floating-to-fixed interest rate swaps to hedge this exposure. As of December 31, 2006, six floating-to-fixed interest rate swaps designated as cash flow hedges with notional amounts aggregating $3,131 million were outstanding.

The hedging strategy of Nielsen is to match, by major currency, the projected future business cash flows with the underlying debt service. When the derivative financial instrument is deemed to be highly effective in offsetting variability in the hedged item, changes in its fair value are recorded in accumulated other comprehensive income and recognized contemporaneously with the earnings effects of the hedged item.

In the period from May 24, 2006 to December 31, 2006, an amount of $9 million relating to derivative financial instruments qualifying as cash flow hedges was recorded as an increase of accumulated other comprehensive income.

In the period from May 24, 2006 to December 31, 2006, an amount of $2 million has been reclassified to earnings as a result of cash flow hedges being terminated or sold.

F-23

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

Other Hedges

In the period from May 24, 2006 to December 31, 2006, an interest rate swap with a notional amount of $316 million and no hedge designation was terminated. In the period from May 24, 2006, to December 31, 2006, Nielsen recorded a net loss of $2 million.

Nothing is expected to be transferred from accumulated other comprehensive income/(loss) to earnings in the next 12 months as the derivative financial instruments and their underlying hedged items expire or mature according to their original terms, along with the earnings effects of the related forecast transactions in the next 12 months. For the period from May 24, 2006 to December 31, 2006, no net gains or losses were recorded in earnings representing the amount of the hedges’ ineffectiveness.

Predecessor

Fair value hedges

Nielsen was exposed to fair value interest rate risk on fixed-rate borrowings and has used fixed-to-floating interest rate swaps to hedge this exposure. As of December 31, 2005, fixed-to-floating interest rate swaps with aggregate notional amounts of $690 million were outstanding and designated as a fair value hedge. In the period from January 1, 2006 to May 23, 2006, Nielsen recorded a net loss of $12 million related to this interest rate swap.

Fair value hedges are hedges that eliminate the risk of changes in the fair values of assets, liabilities and certain types of firm commitments. Changes in fair value of derivative financial instruments designated and effective as fair value hedges are recorded in net earnings in the line item gain/(loss) on derivative instruments and are offset by corresponding changes in the fair value of the hedged item attributable to the risk being hedged. In the period from January 1, 2006 to May 23, 2006, an interest rate swap with a notional amount of $409 million designated as a fair value hedge matured and Nielsen recorded a net loss of $7 million on this interest rate swap.

For the period from January 1, 2006 to May 23, 2006 and for the year ended December 31, 2005, no net gains or losses were recorded in earnings representing the amount of the hedges’ ineffectiveness.

Currency-Related Instruments

Successor

During 2006, the debt service obligations of Nielsen shifted from primarily Euro obligations to primarily U.S. Dollar obligations due to the 2006 financing transactions discussed in Note 11. Additionally, Nielsen transacts business globally and is subject to risks associated with changes in certain currency exchange rates, primarily of the Euro, the Pound Sterling and the Japanese Yen. Consequently, Nielsen enters into various contracts which change in value as the exchange rates of such currencies change, to preserve the value of certain assets, liabilities, commitments and anticipated transactions.

The hedging strategy of the Nielsen is to match, by major currency, the projected future business cash flows with the underlying debt service so as to minimize the Company’s overall currency exposure on its investments

At December 31, 2006, no cross-currency swaps were outstanding. In the period from May 24, 2006 to December 31, 2006, cross-currency swaps with notional amounts aggregating $825 million and $266 million designated as net investment in non-Euro entity hedges and cash flow hedges, respectively, were terminated.

At December 31, 2006 Nielsen had also entered into several forward currency exchange contracts with notional amounts aggregating $36 million, to hedge exposure to fluctuations in various currencies. These contracts

F-24

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

expire ratably over the subsequent year. Based on quoted market prices, for contracts with similar terms and maturity dates, Nielsen recorded a net gain of $5 million in the period from May 24, 2006 to December 31, 2006.

In the period from May 24, 2006 to December 31, 2006, Nielsen recorded a net loss of $18 million related to these derivative financial instruments and non-Euro-currency-denominated debt in the cumulative translation adjustment. For the period from May 24, 2006 to December 31, 2006, no net gains or losses were recorded in earnings representing the amount of the hedges’ ineffectiveness.

Predecessor

At December 31, 2005, Nielsen had entered into cross-currency swaps with notional amounts aggregating $2,062 million to hedge its net investments in non-Euro entities. Nielsen entered into forward currency exchange contracts and cross-currency swaps to hedge certain anticipated non-Euro cash flows, revenues and costs and the net investment in certain non-Euro entities.

At December 31, 2005, Nielsen had also entered into several forward currency exchange contracts with notional amounts aggregating $189 million, to hedge exposure to fluctuations in various currencies. These contracts expire ratably over the subsequent year. Based on quoted market prices, for contracts with similar terms and maturity dates, Nielsen recorded net gain of $9 million in the period from January 1, 2006 to May 23, 2006 to adjust forward currency exchange contracts to their fair market value. In 2005, a net gain of $18 million was recorded.

Cash flow hedges

Nielsen used cross-currency swaps to convert certain debt denominated in a non-Euro currency to Euro-denominated debt. As of December 31, 2005, Nielsen had cash flow hedges in place with maturity dates up to 2010.

In the period from January 1, 2006 to May 23, 2006, an amount of $1 million related to derivative financial instruments qualifying as cash flow hedges was recorded as an increase of accumulated other comprehensive income/(loss). For the year ended December 31, 2005, amounts related to derivative financial instruments qualifying as cash flow hedges resulted in an increase of accumulated other comprehensive income/(loss) of $3 million.

In the period from January 1, 2006 to May 23, 2006, an amount of $1 million has been reclassified to earnings as a result of cash flow hedges being terminated or sold. For the year ended December 31, 2005, no amount has been reclassified to earnings as a result of cash flow hedges being terminated or sold.

For the period from January 1, 2006 to May 23, 2006, no net gains or losses were recorded in earnings representing the amount of the hedges’ ineffectiveness.

Net investment hedges

Nielsen used cross-currency swaps and non-Euro-currency-denominated debt to hedge its net investments in non-Euro entities against adverse movements in currency exchange rates. Nielsen measures ineffectiveness based upon the change in spot rates in the case of floating-to-floating cross-currency swaps and forward rates in the case of fixed-to-fixed cross-currency swaps. In the period from January 1, 2006 to May 23, 2006, Nielsen recorded a net gain of $111 million related to these derivative financial instruments and non-Euro-currency-denominated debt in accumulated other comprehensive income. For the year ended December 31, 2005, $197 million of net losses were included in accumulated other comprehensive income. For the period from January 1, 2006 to May 23, 2006, no net gains or losses were recorded in earnings representing the amount of the hedges’ ineffectiveness.

F-25

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

In the period from January 1, 2006 to May 23, 2006, a cross-currency swap with a notional amount of $613 million designated as a net investment in non-Euro entity hedge matured.

Counterparty Risk

Nielsen manages exposure to possible defaults on derivative financial instruments by monitoring the concentration of risk that Nielsen has with any individual bank and through the use of minimum credit quality standards for all counterparties. Nielsen does not require collateral or other security in relation to derivative financial instruments. A derivative contract entered into between Nielsen or certain of its subsidiaries and a counterparty that was also a lender under Nielsen’s senior secured credit facilities at the time the derivative contract was entered into is guaranteed under the senior secured credit facilities by Nielsen and certain of its subsidiaries (see Note 11 for more information). Since it is Nielsen’s policy to only enter into derivative contracts with banks of internationally acknowledged standing, Nielsen considers the counterparty risk to be remote.

It is Nielsen’s policy to have an International Swaps and Derivatives Association (“ISDA”) Master Agreement established with every bank with which it has entered into any derivative contract. Under each of these ISDA Master Agreements, Nielsen agrees to settle only the net amount of the combined market values of all derivative contracts outstanding with any one counterparty should that counterparty default. As at December 31, 2006, Nielsen’s maximum economic exposure to loss due to credit risk on derivative financial instruments was $1 million, if all bank counterparties were to default

9. Restructuring Activities

During 2006, 2005 and 2004, Nielsen initiated restructuring plans that primarily resulted in the involuntary termination of certain employees. In connection with all of the restructuring actions discussed, severance benefits were computed pursuant to the terms of local statutory minimum requirements in labor contracts or similar employment agreements. One-time termination benefits that are not subject to contractual arrangements provided to employees who are involuntarily terminated are recorded when management commits to a detailed plan of termination, and actions required to complete the plan indicate that significant changes are not likely. If employees are required to render service until they are terminated in order to earn the termination benefit, the benefits are recognized ratably over the future service period. Costs to consolidate or close facilities and relocate employees are expensed as incurred. Costs to terminate a contract without economic benefit to Nielsen are expensed at the time the contract is terminated.

F-26

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

A summary of the changes in the accrual balance for restructuring activities and a discussion of each of Nielsen’s restructuring plans is provided below:

(IN MILLIONS)	Transformation Initiative			Corporate Headquarters			Marketing Information Europe			Project Atlas			Directories			Total
Predecessor
Balance as of December 31, 2003	$	—		$	—		$	—		$	13		$	11		$	24
Accruals		—			12			14			10			—			36
Payments		—			—			—			(12	)		(10	)		(22	)
Sale of Directories		—			—			—			—			(3	)		(3	)
Effect of foreign currency translation		—			—			1			—			2			3
Balance at December 31, 2004		—			12			15		$	11			—			38
Accruals		—			—			—			6			—			6
Payments		—			(6	)		(9	)		(11	)		—			(26	)
Effect of foreign currency translation		—			(1	)		(1	)		1			—			(1	)
Balance as of December 31, 2005		—			5			5			7			—			17
Accruals		6			—			—			1			—			7
Payments		(5	)		(1	)		(2	)		(2	)		—			(10	)
Effect of foreign currency translation		—			—			—			—			—			—
Balance at May 23, 2006	$	1		$	4		$	3		$	6		$	—		$	14
Successor
Preliminary purchase price allocation	$	1		$	4		$	3		$	6		$	—		$	14
Accruals		67			—			—			1			—			68
Payments		(12	)		(2	)		(2	)		(4	)		—			(20	)
Effect of foreign currency translation		1			—			—			—			—			1
Balance at December 31, 2006	$	57		$	2		$	1		$	3		$	—		$	63

Transformation Initiative (Formerly Project Forward)

In November 2005 and in December 2006, Nielsen announced its intention to expand current cost-saving programs to all areas of Nielsen’s operations worldwide. The Company further announced strategic changes as part of a major corporate transformation (“Transformation Initiative”). This Transformation Initiative is designed to make the Company a more successful and efficient enterprise. As such, the Company is in the process of reducing costs by streamlining corporate functions, centralizing certain operational and information technology functions, leveraging global procurement, consolidating real estate, and expanding outsourcing or offshoring of certain other operational and production processes.

These initiatives are expected to be implemented by the end of 2008. Nielsen incurred $67 million in severance and consulting fees during the period from May 24, 2006 to December 31, 2006, and $6 million during the period from January 1, 2006 to May 23, 2006 which have been or will be settled in cash. Charges for severance benefits of $48 million during the period from May 24, 2006 to December 31, 2006 relate to outsourcing of operational and back office activities primarily in Europe and the United States and rationalizing corporate functions, and will result in a headcount reduction of approximately 700 employees. Charges for consulting relate to performance improvement initiatives and are expensed as incurred.

F-27

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

Corporate Headquarters Restructuring

In November 2004, Nielsen initiated a restructuring plan in conjunction with the transfer of a portion of Corporate Headquarters’ responsibilities from Haarlem, the Netherlands to New York. This plan resulted in a headcount reduction of approximately 40 employees in Haarlem. The 2004 charge of $12 million consisted of $11 million for severance benefits and $1 million for lease termination costs. Cash payments are expected to be $2 million in 2007.

Marketing Information Europe Restructuring

In December 2004, Nielsen initiated a restructuring plan within MI to improve the competitiveness of the European retail measurement business. The 2004 charge of $14 million was entirely for severance benefits associated with headcount reductions of 81 employees in Europe. Cash payments related to this plan are expected to be approximately $1 million in 2007.

Project Atlas

In 2003 Nielsen launched Project Atlas, a multi-year business improvement program in MI. The initial charge in 2003 of $20 million consisted of $15 million for severance benefits and $5 million for related consulting expenses incurred in 2003. Additional charges of $1 million, $1 million, $6 million and $10 million in the periods from May 24, 2006 to December 31, 2006, January 1, 2006 to May 23, 2006, the years ended December 31, 2005 and 2004 were related to severance benefits. Cash payments related to this program are expected to be $3 million in 2007.

Directories Restructuring

During 2003, Directories launched an operational improvement program. The restructuring was still in progress at the time of the divestiture. The original charge in 2003 was $11 million.

10. Pensions and Other Post-Retirement Benefits

Nielsen sponsors both funded and unfunded defined benefit pension plans for some of its employees in the Netherlands, the United States and other international locations. In the United States, the post-retirement benefit plan relates to healthcare benefits for a limited group of participants who meet the eligibility requirements. In connection with the Valcon Acquisition, Nielsen applied purchase accounting in accordance with SFAS No. 141, and accordingly, its Successor pension liabilities were recorded at fair value.

In connection with the Valcon Acquisition, the benefit accruals of the U.S. defined benefit pension plans were frozen and the net impact of freezing such benefits has been included in the preliminary purchase price allocation.

In September 2006, SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans” was issued, which requires recognition of an asset or liability reflecting the over or under funded status of defined benefit pension plans. Nielsen uses a measurement date of December 31 for its primary Netherlands, Canada and United States pension and post-retirement benefit plans and the fiscal year-end for other international plans. Changes in the funded status from May 24, 2006, the date of Nielsen’s adoption of SFAS No. 158, through year-end are recognized in shareholders’ equity as a part of accumulated other comprehensive income.

F-28

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

A summary of the activity for Nielsen’s defined benefit pension plans and other post-retirement benefit plans follows:

	Successor
	Pension Benefits May 24, 2006 through December 31, 2006
(IN MILLIONS)	The Netherlands			United States			Other			Total
Change in projected benefit obligation
Benefit obligation at beginning of period	$	567		$	222		$	491		$	1,280
Service cost		4			3			9			16
Interest cost		15			7			14			36
Plan participants’ contributions		1			—			1			2
Actuarial (gain)/loss		(5	)		7			16			18
Benefits paid		(17	)		(4	)		(11	)		(32	)
Effect of foreign currency translation		17			—			15			32
Benefit obligation at end of period		582			235			535			1,352
Change in plan assets
Fair value of plan assets at beginning of period		656			168			354			1,178
Actual return on plan assets		18			16			30			64
Employer contributions		1			4			13			18
Plan participants’ contributions		1			—			1			2
Benefits paid		(18	)		(4	)		(11	)		(33	)
Effect of foreign currency translation		21			—			10			31
Fair value of plan assets at end of period		679			184			397			1,260
Funded status	$	97		$	(51	)	$	(138	)	$	(92	)
Amounts recognized in the Consolidated Balance Sheets
Pension assets under other non-current assets	$	97		$	—		$	1		$	98
Current liabilities		—			—			(3	)		(3	)
Accrued benefit liability (1)		—			(51	)		(136	)		(187	)
Net amount recognized	$	97		$	(51	)	$	(138	)	$	(92	)

(1) Included in other non-current liabilities.

Unrecognized actuarial loss of $1 million is recognized within accumulated other comprehensive income at December 31, 2006.

F-29

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

	Predecessor
	Pension Benefits Year Ended December 31, 2005
(IN MILLIONS)	The Netherlands			United States			Other			Total
Change in projected benefit obligation
Benefit obligation at beginning of year	$	607		$	202		$	441		$	1,250
Service cost		6			13			12			31
Interest cost		25			12			20			57
Plan participants’ contributions		2			—			2			4
Plan amendments		—			—			1			1
Actuarial loss		37			11			27			75
Acquisitions		2			—			—			2
Benefits paid		(27	)		(4	)		(19	)		(50	)
Curtailment		(4	)		—			—			(4	)
Settlements		2			—			(1	)		1
Effect of foreign currency translation		(80	)		—			(44	)		(124	)
Benefit obligation at end of year		570			234			439			1,243
Change in plan assets
Fair value of plan assets at beginning of year		658			140			305			1,103
Actual return on plan assets		65			9			46			120
Employer contributions		7			25			25			57
Plan participants’ contributions		2			—			2			4
Acquisitions		2			—			—			2
Benefits paid		(27	)		(5	)		(19	)		(51	)
Settlements		2			—			(1	)		1
Effect of foreign currency translation		(88	)		—			(32	)		(120	)
Fair value of plan assets at end of year		621			169			326			1,116
Funded status
Funded status at end of year		51			(65	)		(113	)		(127	)
Unrecognized prior service (credit)/cost		(1	)		(2	)		6			3
Unrecognized net actuarial loss		1			92			144			237
Net amount recognized	$	51		$	25		$	37		$	113
Amounts recognized in the Consolidated Balance Sheets
Pension assets under other non-current assets	$	43		$	—		$	20		$	63
Prepaid pension assets under other current assets		8			—			5			13
Accrued benefit liability (1)		—			(53	)		(69	)		(122	)
Accumulated other comprehensive income		—			78			81			159
Net amount recognized	$	51		$	25		$	37		$	113

(1) Included in other non-current liabilities.

F-30

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

The total accumulated benefit obligation and minimum liability changes for all defined benefit plans were as follows:

	Successor		Predecessor
	May 24 – December 31, 2006		January 1 – May 23, 2006		Year Ended December 31,
(IN MILLIONS)					2005			2004
Accumulated benefit obligation	$	1,274	$	1,170	$	1,160		$	1,169
(Decrease)/increase to other comprehensive income for minimum pension liability:
—before income taxes		—		—		(7	)		3
—after income taxes		—		—		(2	)		3
	Successor
	Pension Plans with Accumulated Benefit Obligation in Excess of Plan Assets at December 31, 2006
(IN MILLIONS)	The Netherlands		United States		Other			Total
Projected benefit obligation	$	—	$	235	$	444		$	679
Accumulated benefit obligation		—		235		400			635
Fair value of plan assets		—		184		315			499
	Successor
	Pension Plans with Projected Benefit Obligation in Excess of Plan Assets at December 31, 2006
(IN MILLIONS)	The Netherlands		United States		Other			Total
Projected benefit obligation	$	48	$	235	$	526		$	809
Accumulated benefit obligation		44		235		464			743
Fair value of plan assets		46		184		388			618
	Predecessor
	Pension Plans with Accumulated Benefit Obligation in Excess of Plan Assets at December 31, 2005
(IN MILLIONS)	The Netherlands		United States		Other			Total
Projected benefit obligation	$	—	$	234	$	356		$	590
Accumulated benefit obligation		—		220		323			543
Fair value of plan assets		—		169		254			423
	Predecessor
	Pension Plans with Projected Benefit Obligation in Excess of Plan Assets at December 31, 2005
(IN MILLIONS)	The Netherlands		United States		Other			Total
Projected benefit obligation	$	47	$	234	$	432		$	713
Accumulated benefit obligation		39		220		382			641
Fair value of plan assets		40		169		318			527

F-31

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

	Net Periodic Pension Cost
(IN MILLIONS)	The Netherlands			United States			Other			Total
Successor
May 24, 2006 through December 31, 2006
Service cost	$	4		$	3		$	9		$	16
Interest cost		15			7			15			37
Expected return on plan assets		(20	)		(7	)		(15	)		(42	)
Net periodic pension cost	$	(1	)	$	3		$	9		$	11
Predecessor
January 1, 2006 through May 23, 2006
Service cost	$	2		$	5		$	6		$	13
Interest cost		10			5			8			23
Expected return on plan assets		(12	)		(5	)		(8	)		(25	)
Amortization of net loss		—			2			4			6
Net periodic pension cost	$	—		$	7		$	10		$	17
Year ended December 31, 2005
Service cost	$	6		$	12		$	13		$	31
Interest cost		25			13			20			58
Expected return on plan assets		(29	)		(13	)		(22	)		(64	)
Amortization of net loss		1			6			9			16
Curtailment gain		(4	)		—			—			(4	)
Net periodic pension cost	$	(1	)	$	18		$	20		$	37
Year ended December 31, 2004
Service cost	$	9		$	12		$	15		$	36
Interest cost		31			11			22			64
Expected return on plan assets		(33	)		(12	)		(23	)		(68	)
Amortization of net loss		—			5			5			10
Net periodic pension cost	$	7		$	16		$	19		$	42

Estimated amounts that will be amortized from accumulated other comprehensive income over 2007 are not material.

The weighted average assumptions underlying the pension computations were as follows:

	Successor		Predecessor
	May 24, 2006 – December 31, 2006		January 1, 2006 – May 23, 2006		Year ended December 31,
					2005		2004
Pension benefit obligation:
—discount rate	4.9	%	5.1	%	4.6	%	4.9	%
—rate of compensation increase	3.2		3.2		3.2		3.2
Net periodic pension costs:
—discount rate	5.1		4.6		4.9		5.4
—rate of compensation increase	3.2		3.2		3.2		3.0
—expected long-term return on plan assets	6.3		5.9		6.1		6.0

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Notes to Consolidated Financial Statements—(continued)

Nielsen’s pension plans’ weighted average asset allocations by asset category are as follows:

	The Netherlands		United States		Other		Total
Successor
At December 31, 2006
Equity securities	26	%	67	%	63	%	44	%
Fixed income securities	73		33		35		55
Other	1		—		2		1
Total	100	%	100	%	100	%	100	%
Predecessor
At December 31, 2005
Equity securities	25	%	70	%	62	%	43	%
Fixed income securities	74		30		36		56
Other	1		—		2		1
Total	100	%	100	%	100	%	100	%

No Nielsen shares are held by the pension plans.

The overall target asset allocation among all plans for 2006 was 43% equity securities and 57% long-term interest-earning investments (debt or fixed income securities).

The assumptions for the expected return on plan assets for pension plans were based on a review of the historical returns of the asset classes in which the assets of the pension plans are invested. The historical returns on these asset classes were weighted based on the expected long-term allocation of the assets of the pension plans.

Nielsen’s primary objective with regard to the investment of pension plan assets is to ensure that in each individual plan, sufficient funds are available to satisfy future benefit obligations. For this purpose, asset and liability management studies are made periodically at each pension fund. For each of the pension plans, an appropriate mix is determined on the basis of the outcome of these studies, taking into account the national rules and regulations.

Contributions to the pension plans in 2007 are expected to be approximately $8 million for the Dutch plan and $20 million for other plans. No contributions are expected in 2007 for the U.S. plans.

Estimated future benefits payments are as follows:

(IN MILLIONS)	The Netherlands		United States		Other		Total
For the years ending December 31,
2007	$	29	$	5	$	21	$	55
2008		29		7		21		57
2009		30		7		21		58
2010		30		7		22		59
2011		32		8		24		64
2012-2016		169		49		140		358

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The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

Other Post-Retirement Benefits

Prior to December 31, 2005, in the United States and in the Netherlands, Nielsen provided other post-retirement benefits, primarily retiree healthcare benefits. As a result of changes in health care laws in the Netherlands in 2005, Nielsen ceased to provide retiree health care benefits to certain of its Dutch retirees. This plan change was recognized as a negative plan amendment that reduced the December 31, 2005 benefit obligation by $9 million.

The components of other post-retirement benefit cost for the periods May 24, 2006 to December 31, 2006, January 1, 2006 to May 23, 2006 and the year ended December 31, 2005, were as follows:

	Successor
	Other Post-Retirement Benefits     May 24, 2006 through December 31, 2006
(IN MILLIONS)	The Netherlands			United States			Total
Change in benefit obligation
Benefit obligation at beginning of period	$	1		$	14		$	15
Interest cost		—			—			—
Actuarial (gain)/loss		—			1			1
Benefits paid		—			—			—
Benefit obligation at end of period		1			15			16
Change in plan assets
Fair value of plan assets at beginning of period		—			—			—
Employer contributions		—			1			1
Benefits paid		—			(1	)		(1	)
Fair value of plan assets at end of period		—			—			—
Funded status
Funded status and amount recognized at end of period	$	(1	)	$	(15	)	$	(16	)

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Notes to Consolidated Financial Statements—(continued)

	Predecessor
	Other Post-retirement Benefits Year Ended December 31, 2005
(IN MILLIONS)	The Netherlands			United States			Total
Change in benefit obligation
Benefit obligation at beginning of year	$	12		$	16		$	28
Interest cost		—			2			2
Negative plan amendment		(9	)		—			(9	)
Benefits paid		(1	)		(1	)		(2	)
Effect of foreign currency translation		(1	)		—			(1	)
Benefit obligation at end of year		1			17			18
Change in plan assets
Fair value of plan assets at beginning of year		—			—			—
Employer contributions		1			1			2
Benefits paid		(1	)		(1	)		(2	)
Fair value of plan assets at end of year		—			—			—
Funded status
Funded status at end of year		(1	)		(17	)		(18	)
Unrecognized prior service cost		(9	)		(2	)		(11	)
Unrecognized net actuarial loss		2			—			2
Net amount recognized	$	(8	)	$	(19	)	$	(27	)

Estimated amounts that will be amortized from accumulated other comprehensive income over 2007 are not material.

The net periodic benefit cost for other post-retirement benefits were insignificant for the periods May 24, 2006 to December 31, 2006, January 1, 2006 to May 23, 2006 and the years ended December 31, 2005 and 2004.

The weighted average assumptions for post-retirement benefits were as follows:

	Successor		Predecessor
	May 24  – December 31, 2006		January 1  – May 23, 2006		Year ended December 31,
					2005		2004
Discount rate for net periodic other post-retirement benefit costs	6.3	%	5.6	%	5.3	%	5.8	%
Discount rate for other post-retirement benefit obligations at December 31	5.9	%	6.3	%	5.6	%	5.3	%
Assumed healthcare cost trend rates at December 31:
—healthcare cost trend assumed for next year	9.0	%	9.0	%	11.0	%	7.6	%
—rate to which the cost trend is assumed to decline (the ultimate trend rate)	5.0	%	5.0	%	5.0	%	3.8	%
—year in which rate reaches the ultimate trend rate	2011		2011		2011		2011

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The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

A one percentage point change in the assumed healthcare cost trend rates would have the following effects:

(IN MILLIONS)	1% Increase		1% Decrease
Effect on total of service and interest costs	$	—	$	—
Effect on other post-retirement benefit obligation		1		(1	)

Contributions to post-retirement benefit plans are expected to be $1 million annually for the Company’s U.S. plans.

Defined Contribution Plans

Nielsen also offers defined contribution plans to certain participants, primarily in the United States. Nielsen’s expense related to these plans was $15 million, $10 million, $24 million and $22 million for the periods May 24, 2006 to December 31, 2006 and January 1, 2006 to May 23, 2006 and for the years ended December 31, 2005 and 2004, respectively. In the United States, Nielsen contributes cash to each employee’s account in an amount up to 3% of compensation (subject to IRS limitations); this contribution was increased to 4% upon the freeze of the U.S. defined benefit pension plan. No contributions are made in shares of Nielsen.

11. Long-term Debt and Other Financing Arrangements

	Successor								Predecessor
	December 31, 2006								December 31, 2005
(IN MILLIONS)	Weighted Average Interest Rate (1)		Maturities	Carrying Amount			Fair Value		Carrying Amount			Fair Value
Senior secured credit facilities	7.90	%	2007 – 2013	$	5,220		$	5,263	$	—		$	—
Debenture loans	10.16	%	2007 – 2016		2,447			2,653		1,919			1,989
Convertible debenture loan	—		—		—			—		402			391
Private loan	—		—		—			—		161			166
Other loans	6.44	%	2009		7			6		—			—
Long-term debt					7,674			7,922		2,482			2,546
Capital lease obligations					145					155
Short-term debt					20					—
Bank overdrafts					134					94
Total debt and other financing arrangements					7,973					2,731
Less: Current portion of long-term debt, capital lease obligations and other short-term borrowings					212					731
Non-current portion of long-term-debt and capital lease obligations				$	7,761				$	2,000
Weighted average contractual interest rate on long-term debt (2)					8.52	%				5.95	%
Weighted average contractual interest rate on current portion of long-term debt					7.76	%				2.53	%

(1) Average of effective interest rates at December 31, 2006, weighted by carrying amounts.

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Notes to Consolidated Financial Statements—(continued)

(2) The average of the contractual interest rates at December 31, 2006 on Nielsen’s long-term debt, weighted by principal amounts was 8.52%. Nielsen has entered into a number of interest rate swap transactions to hedge the interest rate risk on a part of its floating-rated debt. Taking into account the effect of these interest rate swaps, the weighted average of the contractual interest rates at December 31, 2006 on Nielsen’s long-term debt was 8.40%.

The carrying amounts of Nielsen’s long-term debt are denominated in the following currencies:

	Successor		Predecessor
(IN MILLIONS)	December 31, 2006		December 31, 2005
U.S. Dollars	$	5,438	$	150
Euro		1,709		1,864
British Pound (“GBP”)		492		434
Japanese Yen		35		34
	$	7,674	$	2,482

Annual maturities of Nielsen’s long-term debt are as follows:

(IN MILLIONS)
For the year ended December 31,
2007	$	53
2008		53
2009		60
2010		611
2011		87
Thereafter		6,810
	$	7,674

See Note 8 for a discussion of Nielsen’s policies with respect to foreign currency exchange risk, interest rate risk, credit risk and liquidity risk.

Senior secured credit facilities

In August 2006, Nielsen entered into senior secured credit facilities, consisting of seven-year $4,175 million and €800 million senior secured term loan facilities and the full amounts under these facilities were borrowed with an aggregate carrying amount of $5,220 million at December 31, 2006. In August 2006, Nielsen also entered into a six-year $688 million senior secured revolving credit facility under which no amounts were outstanding at December 31, 2006. The senior secured revolving credit facility can be used for revolving loans, letters of credit and for swingline loans, and is available in U.S. Dollars, Euros and certain other currencies.

Nielsen is required to repay installments on the borrowings under the senior secured term loan facilities in quarterly principal amounts of 0.25% of their original principal amount commencing December 2006, with the remaining amount payable on the maturity date of the term loan facilities. Borrowings under the senior secured credit facilities bear interest at a rate equal to an applicable margin plus, at Nielsen’s option, various base rates. The applicable margin for borrowings under the senior secured revolving credit facility may be reduced subject to Nielsen attaining certain leverage ratios. Nielsen pays a quarterly commitment fee of 0.5% on unused commitments under the senior secured revolving credit facility. The applicable commitment fee rate may be reduced subject to Nielsen attaining certain leverage ratios.

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The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

Nielsen’s senior secured credit facilities are guaranteed by Nielsen, and certain of its existing and subsequently acquired or organized wholly-owned subsidiaries and are secured by substantially all of the existing and future property and assets (other than cash) of Nielsen’s U.S. subsidiaries and by a pledge of the capital stock of the guarantors discussed in Note 20, the capital stock of Nielsen’s U.S. subsidiaries and the guarantors and up to 65% of the capital stock of certain of Nielsen’s non-U.S. subsidiaries. Under a separate security agreement, substantially all of the assets of Nielsen are pledged as collateral for amounts outstanding under the senior secured credit facilities.

The senior secured credit facilities contain a number of covenants that, among other things, restrict, subject to certain exceptions, Nielsen and most of its subsidiaries’ ability to incur additional indebtedness or guarantees, incur liens and engage in sale and leaseback transactions, make certain loans and investments, declare dividends, make payments or redeem or repurchase capital stock, engage in certain mergers, acquisitions and other business combinations, prepay, redeem or purchase certain indebtedness, amend or otherwise alter terms of certain indebtedness, sell certain assets, transact with affiliates, enter into agreements limiting subsidiary distributions and alter the business that Nielsen conducts. In addition, after an initial grace period, Nielsen is required, beginning with the twelve month period ending September 30, 2007, to maintain a maximum total leverage ratio and a minimum interest coverage ratio. The senior secured credit facilities also contain certain customary affirmative covenants and events of default.

Debenture loans

In August 2006, Nielsen Finance LLC and Nielsen Finance Co. (together “Nielsen Finance”), wholly-owned subsidiaries of Nielsen, issued $650 million 10% and €150 million 9% senior notes due 2014 (the “Senior Notes”) with carrying values of $650 million and $198 million at December 31, 2006, respectively. Interest is payable semi-annually commencing in February 2007. The Senior Notes are senior unsecured obligations and rank equal in right of payment to all of Nielsen Finance’s existing and future senior indebtedness.

In August 2006, Nielsen Finance also issued $1,070 million 12.5% senior subordinated discount notes due 2016 (“Senior Subordinated Discount Notes”) with a carrying amount of $616 million at December 31, 2006. Interest accretes through 2011 and is payable semi-annually commencing February 2012. The Senior Subordinated Discount Notes are unsecured senior subordinated obligations and are subordinated in right of payment to all Nielsen Finance’s existing and future senior indebtedness, including the Senior Notes and the senior secured credit facilities.

The indentures governing the Senior Notes and Senior Subordinated Discount Notes limit the majority of Nielsen’s subsidiaries’ ability to incur additional indebtedness, pay dividends or make other distributions or repurchase our capital stock, make certain investments, enter into certain types of transactions with affiliates, use assets as security in other transactions and sell certain assets or merge with or into other companies subject to certain exceptions. Upon a change in control, Nielsen Finance is required to make an offer to redeem all of the Senior Notes and Senior Subordinated Discount Notes at a redemption price equal to the 101% of the aggregate accreted principal amount plus accrued and unpaid interest. The Senior Notes and Senior Subordinated Discount Notes are jointly and severally guaranteed by Nielsen (See Note 20 for further description of the related guarantees).

In August 2006, Nielsen issued €343 million 11.125% senior discount notes due 2016 (“Senior Discount Notes”), with a carrying value $277 million at December 31, 2006. Interest accretes through 2011 and is payable semi-annually commencing February 2012. The Senior Discount Notes are senior unsecured obligations and rank equal in right of payment to all of Nielsen’s existing and future senior indebtedness. The notes are effectively subordinated to Nielsen’s existing and future secured indebtedness to the extent of the assets securing such indebtedness and will be structurally subordinated to all obligations of Nielsen’s subsidiaries.

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The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

If Nielsen has not exchanged the Senior Notes, Senior Subordinated Discount Notes and Senior Discount Notes for registered notes with substantially the same terms or a shelf registration statement is not declared effective by the SEC for the exchange by August 18, 2007 the interest rate on each series of the respective notes will increase by 0.25% annually and an additional 0.25% for each subsequent 90-day period the notes are not registered up to a maximum of 1.0% per year.

Nielsen has a Euro Medium Term Note program (“EMTN”) program in place under which debenture loans and private placements can be issued up to the program amount of €2,500 million ($3,308 million) at December 31, 2006, both on a long-term and short-term basis. All debenture loans and most private placements are quoted on the Luxembourg Stock Exchange. At December 31, 2006 and 2005, amounts with a carrying value of $706 million and $854 million, respectively, were outstanding under the EMTN program.

Outstanding under the EMTN program above is a GBP 250 million 5.625% EMTN debenture loan issued in 2003 and due in 2010 or 2017 with a carrying amount of $492 million at December 31, 2006. In 2010, the interest rate on the GBP 250 million debenture loan will be adjusted to 5.50% plus the then applicable Nielsen market credit spread or the debentures will be paid at par under a re-acquisition right exercisable in 2010 and held by two investment banks.

In January 2005, Nielsen settled a nominal amount of €551 million ($721 million) of the €600 million 6.75% EMTN debenture loan due 2008 and paid cash of €625 million ($818 million), excluding accrued interest, resulting in a loss on early extinguishment of debt of $103 million.

In August 2006, Nielsen redeemed at par and canceled other debenture loans due 2006 through 2009 with a combined carrying value of $1,297 million at December 31, 2005, of which $232 million was issued under the EMTN program.

Convertible debenture loan

A nominal amount of €550 million and €267 million of the €1,150 million 1.75% convertible debenture loan due 2006 was repurchased in various open market transactions and subsequently canceled, resulting in a gain of $1 million for each of the years ended December 31, 2005 and 2004. The remaining principal amount of €333 million was settled at maturity in 2006 at par.

Private loan

During the period January 1 to May 23, 2006 Nielsen prepaid a nominal amount of $55 million of the NLG 500 million 5.55% subordinated private placement loan originally due in 2007 and 2008. Following the Valcon Acquisition, Nielsen prepaid the remaining $112 million nominal amount during the period May 24 to December 31, 2006.

Senior secured bridge facility

In connection with the Valcon Acquisition, Valcon entered into a senior secured bridge facility, under which Valcon had borrowed $6,164 million as of August 2006. The debt and related interest expense have been recorded in the accounts of Nielsen in connection with the push-down of the consideration paid by Valcon further discussed in Note 1. The bridge loan was settled in August 2006 with proceeds from the issuance of the Senior Notes, Senior Subordinated Discount Notes, Senior Notes and borrowings under the senior secured credit facilities resulting in a loss on early extinguishment of debt of $60 million related to the write-off of unamortized deferred financing costs of the bridge loan.

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The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

Deferred financing costs

Deferred financing costs are $135 million and $4 million at December 31, 2006 and 2005, respectively.

Related party lenders

A portion of the borrowings amounting to $409 million under the senior secured credit facility were sold to certain of the Sponsors as of December 31, 2006 at terms consistent with third party borrowers. Interest expense on amounts held by the Sponsors was $15 million during the period May 24, 2006 to December 31, 2006.

Termination of credit facility

Nielsen’s committed revolving credit facility from a syndicate of banks of €1,000 million was canceled in May 2006 following the Valcon Acquisition.

Capital Lease Obligations

Nielsen leases certain computer equipment, buildings and automobiles under capital leases. These arrangements do not include terms of renewal, purchase options, or escalation clauses.

Assets under capital lease are recorded within property, plant and equipment (Note 7).

Future minimum capital lease payments under non-cancelable capital leases at December 31, 2006 are as follows:

(IN MILLIONS)
2007	$	17
2008		16
2009		16
2010		15
2011		14
Thereafter		167
Total		245
Amount representing interest		100
Present value of minimum lease payments	$	145
Current portion	$	4
Total non-current portion		141
Present value of minimum lease payments	$	145

Capital leases have effective interest rates ranging from 4% to 7%. Interest expense recorded related to capital leases during the periods ended May 24, 2006 to December 31, 2006 and January 1, 2006 to May 23, 2006 and for the years ended December 31, 2005 and 2004 was $5 million, $4 million, $9 million and $9 million, respectively.

12. Shareholders’ Equity

Each share of common stock has the right to one vote and a dividend determined at the general meeting of shareholders. Nielsen declared dividends of €0.12 and €0.55 per share of common stock for the years ended December 31, 2005 and 2004, respectively. No dividends were declared or paid on the common stock in 2006.

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The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

Common stock activity is as follows:

	Successor	Predecessor
	May 24 – December 31, 2006	January 1 – May 23, 2006	Year ended December 31,
			2005	2004
(Actual number of shares)
Beginning of year or period	258,443,857	257,073,932	253,757,620	250,323,801
Common share dividend	—	—	3,088,567	3,433,819
Conversion priority shares into common shares	20,000	—	—	—
Exercise of management and personnel options	—	1,369,925	227,745	—
End of year or period	258,463,857	258,443,857	257,073,932	253,757,620

In the event of an issuance of common stock, each holder of common stock has the first opportunity to purchase newly issued Nielsen common stock proportionate to the percentage of shares already held by the respective holder (“pre-emptive right”). However, such holder does not have any pre-emptive right to (i) stock issued against contribution other than in cash, and (ii) common stock issued to employees of Nielsen or of a group company of Nielsen.

Each share of 7% preferred stock had the right to 40 votes, non-cumulative dividend of €0.64 per share and a liquidation preference equal to the original issuance price of the 7% preferred stock, any capital contributions of the shareholder and any unpaid dividends, increased annually by 7% through the date of dissolution. Nielsen declared and paid dividends of €0.64 per share on 7% preferred stock for the financial years December 31, 2005 and 2004, respectively. No dividend was declared or paid on the 7% preferred stock for the financial year 2006.

The issued and outstanding common shares and 7% preferred shares of Nielsen were listed on the stock exchange of Euronext Amsterdam until delisting as of July 11, 2006 (See Note 1).

Each share of priority stock had the right to 40 votes, dividends of €0.45 per share and a liquidation preference. Nielsen declared and paid dividends of €0.45 and per share on priority stock for the years ended December 31, 2005 and 2004, respectively. On March 31, 2006 Nielsen acquired the priority shares which were subsequently converted into 20,000 common shares on June 13, 2006.

Each share of series B cumulative preferred stock had the right to one vote, a cumulative dividend of 6.22% calculated at issuance based on various factors, and a liquidation preference. Nielsen declared dividends of €1.76, €0.78 and €0.78 per share on series B preferred stock in the period May 24 to December 31, 2006 and the years ended December 31, 2005 and 2004, respectively. No dividends were declared on series B preferred stock during the period January 1, 2006 to May 23, 2006. As of December 31, 2006 all declared dividends were paid.

On August 9, 2006, Nielsen completed a cash redemption of all outstanding series B preferred stock, priority stock and series A preferred stock, which were owned by Valcon. All shares of series B preferred stock, priority stock and series A preferred stock have subsequently been canceled.

13. Share-Based Compensation

Successor

In connection with the Valcon Acquisition, Valcon Acquisition Holding bv (“Dutch Holdco”), a private company with limited liability incorporated under the laws of the Netherlands and the direct parent of Valcon,

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The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

implemented an equity-based, management compensation plan (“Equity Participation Plan” or “EPP”) to align compensation for certain key executives with the performance of the Company. Under this plan, certain executives of Dutch Holdco and its subsidiaries may be granted stock options, stock appreciation rights, restricted stock and dividend equivalent rights in the shares of Dutch Holdco or purchase shares of Dutch Holdco.

Dutch Holdco granted 3,500,000 time-based and 3,500,000 performance based stock options to purchase shares in the capital of Dutch Holdco during the period. The time-based awards become exercisable over a five-year vesting period tied to the executives’ continuing employment as follows: 5% as of December 31, 2006 and 19% on the last day of each of the next five calendar years. The performance options are tied to the executives’ continuing employment and become vested and exercisable based on the achievement of certain annual EBITDA targets over a five-year vesting period. If the annual EBITDA targets are achieved on a cumulative basis for any current year and prior years, the options become vested as to a pro-rata portion for any prior year’s installments which were not vested because of failure to achieve the applicable annual EBITDA target. Both option tranches expire ten years from date of grant. Upon a change in control, any then-unvested time options will fully vest and any then-unvested performance options can vest, subject to certain conditions.

Time-based and performance-based options have exercise prices of $10.00 and $20.00 per share, respectively. The fair values of the time-based and performance-based awards were estimated using the Black-Scholes option pricing model with the following assumptions: expected term to exercise of five years, expected volatility of 56.10%, risk-free interest rate of 4.63% and no dividend yield. Expected volatility is based primarily on a combination of the Company’s historical volatility adjusted for its new leverage and estimates of implied volatility of the Company’s peer group.

For the period from May 24, 2006 to December 31, 2006, the Company recorded the Dutch Holdco stock compensation expense on a push down basis of $6 million. The tax benefit related to these charges was $2 million.

At December 31, 2006, there is approximately $29 million of unearned stock-based compensation which the Company expects to record as expense over the next five years. The compensation expense related to the time-based awards is amortized over the term of the award using the graded vesting method. The compensation expense related to the performance-based awards was recorded on a graded vesting method as of December 31, 2006, since the Company believes that the achievement of the financial performance goals is probable.

The weighted-average exercise price of the 7,000,000 options outstanding and 175,000 options exercisable was $11.43 as of December 31, 2006. The weighted-average remaining contractual term for the options outstanding and exercisable as of December 31, 2006 was 9.71 years.

As of December 31, 2006, the weighted-average grant date fair value of the options granted was $4.88, and the aggregate fair value of options vested was $1 million.

There were no option exercises for the period from May 24, 2006 to December 31, 2006.

The aggregate intrinsic value of options outstanding and exercisable was zero.

Predecessor

Concurrent with the Valcon Acquisition, Nielsen canceled all vested and unvested stock options and restricted stock units ("RSUs") and paid to each holder of options cash equal to the excess of the offer price of

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The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

€29.50 over the exercise price, and paid €29.50 for each RSU outstanding, paying a total of $91 million for the settlement of all outstanding share-based awards and accelerating the recognition of the expense related to the unvested portion of all awards.

During the period from January 1, 2006 to May 23, 2006, Nielsen recognized $20 million of compensation expense related to all outstanding vested and unvested Nielsen share-based compensation plans, of which $2 million related to Nielsen’s subsidiary plans. For the years ended December 31, 2005 and 2004, Nielsen recorded $23 million and $34 million compensation expense. Tax benefits related to the charges were $1 million, $4 million and $7 million for the period from January 1, 2006 to May 23, 2006 and for the years ended December 31, 2005 and 2004, respectively.

For the period from January 1, 2006 to May 23, 2006, and for the years ended December 31, 2005 and 2004, $1 million, $1 million and $5 million of the share-based compensation expense is included in discontinued operations.

Nielsen had other equity incentive plans, whereby restricted shares or options to purchase common stock were granted to executives. For the restricted shares, Nielsen matched the executives’ deferred bonus with an additional RSU. The cost of matching RSUs totaled $1 million, $1 million and $0.4 million for the period ended January 1, 2006 to May 23, 2006, and for the years ended December 31, 2005 and 2004, respectively. During the period January 1, 2006 to May 23, 2006 the Company granted 135,716 RSUs at a weighted-average grant date fair value of €27.07 and paid €29.50 for 252,846 RSUs at the Valcon Acquisition.

For Nielsen’s predecessor share option plans, the activity is summarized below:

	Number of Options		Weighted-Average Exercise Price
Predecessor
Outstanding at January 1, 2004	12,141,542		€	35.11
Granted	4,284,976			22.47
Exercised	—			—
Expired	(736,197	)		36.61
Forfeited	(570,600	)		31.29
Outstanding at December 31, 2004	15,119,721			31.62
Granted	3,903,842			22.12
Exercised	(227,745	)		24.99
Expired	(934,506	)		62.04
Forfeited	(1,698,275	)		32.48
Outstanding at December 31, 2005	16,163,037			27.57
Granted	—			—
Exercised	(1,369,925	)		23.78
Expired	(1,673,350	)		39.08
Forfeited	(14,722	)		27.36
Canceled	(3,061,600	)		37.18
Paid at Valcon Acquisition	(10,043,440	)		23.18
Outstanding at May 23, 2006	—			—

F-43

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

Subsidiary Share-Based Compensation

Nielsen//NetRatings

Nielsen//NetRatings, a consolidated subsidiary of Nielsen with publicly traded shares, has share based awards that provide for the grant of stock options exercisable into Nielsen//NetRatings’ common stock or provide for the grant of restricted shares to eligible employees and non-employee directors of Nielsen//NetRatings. Under the Nielsen//NetRatings’ plans, options generally vest over a four-year period and have a maximum term of ten years, whereas the restricted shares vest ratably in equal annual installments over two years for members of the Board of Directors and over three years for non-executive employees.

Nielsen recorded share-based payment expense for Nielsen//NetRatings’ compensation arrangements of $3 million for the period from May 24, 2006 to December 31, 2006 and $2 million for the period from January 1, 2006 to May 23, 2006, $3 million in 2005, and $2 million in 2004. There is no book tax benefit related to the compensation expense as Nielsen//NetRatings has a full tax valuation allowance due to accumulated losses.

As of December 31, 2006, there was $6 million of total unrecognized compensation cost related to equity compensation awards granted under the Nielsen//NetRatings’ stock plan and employee stock purchase plan. The total expense is expected to be recognized over a period of two years. Nielsen estimated the fair value of Nielsen//NetRatings’ option grants using the Black-Scholes option pricing model with the following valuation assumptions:

	Predecessor
	Year ended December 31, 2005		Year ended December 31, 2004
Expected life (years)	2.38		2.32
Expected volatility	60.00	%	60.00	%
Expected dividend yield	0.00	%	0.00	%
Risk-free interest rate	3.38	%	2.77	%

F-44

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

Information with respect to Nielsen//NetRatings’ plan activity is summarized as follows:

			Restricted Stock Outstanding				Stock Options Outstanding
	Available for Grant		Number of Restricted Shares		Weighted Average Grant Date Fair Value		Number of Stock Options		Weighted Average Exercise Price
Predecessor
Outstanding at January 1, 2004	1,398,000		—			—	5,033,000		$	10.00
Granted	(1,208,000	)	—			—	1,208,000			11.29
Exercised/released	—		—			—	(1,649,000	)		9.63
Restricted stock withheld for taxes (1)	—		—			—	—			—
Canceled	481,000		—			—	(481,000	)		10.81
Outstanding at December 31, 2004	671,000		—			—	4,111,000			10.43
Granted	(647,000	)	545,000		$	14.96	102,000			18.25
Exercised/released	—		—			—	(581,000	)		8.73
Released from restriction	—		(7,000	)		15.01	—			—
Canceled	575,000		(53,000	)		15.02	(522,000	)		12.66
Outstanding at December 31, 2005	599,000		485,000			14.96	3,110,000			10.64
Granted	(478,000	)	478,000			12.63	—			—
Exercised/released	—		(143,000	)		14.96	(298,000	)		9.05
Restricted stock withheld for taxes (1)	30,000		—			—	—			—
Canceled	250,000		(57,000	)		14.84	(193,000	)		12.59
Outstanding at May 23, 2006	401,000		763,000			13.51	2,619,000			10.67
Successor
Granted	(70,000	)	70,000			15.95	—			—
Exercised/released	—		(23,000	)		14.39	(346,000	)		9.68
Restricted stock withheld for taxes (1)	4,000		—			—	—			—
Canceled	84,000		(36,000	)		12.02	(48,000	)		13.93
Outstanding at December 31, 2006	419,000		774,000			13.77	2,225,000			10.76
Exercisable at December 31, 2006							1,971,000			10.83

(1) Upon the release of certain shares of restricted stock, the Company withheld shares to satisfy certain tax obligations of the holder based on the market value of the shares on the date the shares of restricted stock were released.

During the period from May 24, 2006 to December 31, 2006 and from January 1, 2006 to May 23, 2006 and for the years ended December 31, 2005 and 2004, the aggregate intrinsic value for options exercised was $2 million, $1 million, $3 million and $11 million, respectively.

Cash received from option exercises for the periods May 24, 2006 to December 31, 2006 and January 1, 2006 to May 23, 2006 and the years ended December 31, 2005 and 2004 was $3 million, $3 million, $6 million, and $17 million, respectively.

The tax benefit realized for the tax deductions from option exercises of the share-based payment arrangements totaled $0.1 million, $0.1 million, $2 million and $3 million for the periods from May 24, 2006 to December 31, 2006, from January 1 2006 to May 23, 2006 and for the years ended December 31, 2005 and 2004, respectively.

At December 31, 2006, the weighted-average remaining contractual life of options outstanding was 5.66 years and 5.40 years for options exercisable.

The aggregate fair value of options vested for the year ended December 31, 2006 was $6 million.

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The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

Nielsen BuzzMetrics

The 2004 Stock Option and Restricted Stock Incentive Plan of Nielsen BuzzMetrics provides for share-based awards exercisable into shares of Nielsen BuzzMetrics common stock, which are not publicly traded. Nielsen BuzzMetrics options generally vest over a two to four year-period and have a stated exercise period of ten years. Each restricted stock award represents the right to a certain amount of Nielsen BuzzMetrics common stock which is determined by the Board of Directors. However, as of December 31, 2006, no restricted stock awards have been issued. Nielsen BuzzMetrics has reserved 2,032,478 shares of its common stock for issuance at December 31, 2006.

All Nielsen BuzzMetrics’ equity awards were modified to liability awards in accordance with SFAS No. 123(R) due to the existence of a put feature on the underlying shares which permits the option holders to avoid the risk and rewards normally associated with equity ownership. On November 30, 2006, it became probable that the put right would become operable when Nielsen committed to acquiring an additional interest in Nielsen BuzzMetrics in 2007. The modification of awards resulted in an additional expense of $4 million based on the fair value of the vested portion of the respective awards on November 30, 2006. The unvested portion of the options will be adjusted to fair value at each balance sheet date thereafter until the awards are settled with the adjustment recognized in the Consolidated Statements of Operations.

For purposes of Nielsen’s consolidated financial statements, Nielsen recorded share-based payment expense from Nielsen BuzzMetrics’ options of $5 million (including the modification charge of $4 million) for the period from May 24, 2006 to December 31, 2006 and $0.2 million for the period from February 14, 2006 to May 23, 2006. As of December 31, 2006, there was $1 million of total unrecognized compensation cost which will vest over a period of four years.

The Black-Scholes option pricing model was used to determine the fair value. The weighted average assumptions used were a peer group volatility of 50.04%, expected term of 5.63 years, and a market risk-free interest rate of 4.44%.

A summary of Nielsen BuzzMetrics’ option activity is as follows:

	Number of Options		Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (in years)
Predecessor
Outstanding at February 14, 2006 (1)	1,459,581		$	1.69
Granted	848,600			3.36
Exercised	(132,546	)		0.11
Forfeited	(36,440	)		2.57
Outstanding at May 23, 2006	2,139,195			2.44
Successor
Granted	79,000			4.91
Exercised	(149,415	)		0.32
Forfeited	(117,916	)		2.99
Outstanding at December 31, 2006	1,950,864			2.67	8.30
Exercisable at December 31, 2006	747,403			1.73	7.28

(1) Nielsen consolidated Nielsen BuzzMetrics starting on February 14, 2006 upon obtaining control.

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The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

The weighted-average grant date fair value of options granted during the periods from May 24, 2006 to December 31, 2006 and from February 14, 2006 to May 23, 2006 was $2.68 and $1.81, respectively.

The aggregate intrinsic value of options outstanding as December 31, 2006 was $5 million.

The aggregate fair value of options vested for the periods from May 24, 2006 to December 31, 2006 was $1 million and from February 14, 2006 to May 23, 2006 was $2 million.

14. Income Taxes

The components of income/(loss) from continuing operations before income taxes, equity in net income of affiliates and minority interests, were:

	Successor			Predecessor
	May 24 – December 31, 2006			January 1 – May 23, 2006			Year ended December 31,
(IN MILLIONS)							2005			2004
Income/(loss) from continuing operations before income taxes and minority interests	$	(384	)	$	25		$	203		$	318
Less: Equity in net income of affiliates		6			6			9			7
Income/(loss) from continuing operations before income taxes, equity in net income of affiliates and minority interests	$	(390	)	$	19		$	194		$	311
Dutch	$	(72	)	$	(84	)	$	(101	)	$	162
Non-Dutch		(318	)		103			295			149
Total	$	(390	)	$	19		$	194		$	311

The above amounts for Dutch and non-Dutch activities were determined based on the location of the taxing authorities.

The provision/(benefit) for income taxes attributable to income/(loss) from continuing operations before income taxes, equity in net income of affiliates and minority interests consisted of:

	Successor			Predecessor
	May 24 – December 31 2006			January 1 – May 23 2006			Year ended December 31,
(IN MILLIONS)							2005			2004
Current:
Dutch	$	20		$	(8	)	$	(77	)	$	41
Non-Dutch		68			14			60			80
		88			6			(17	)		121
Deferred:
Dutch		(3	)		1			0			(65	)
Non-Dutch		(190	)		32			48			(11	)
		(193	)		33			48			(76	)
Total	$	(105	)	$	39		$	31		$	45

F-47

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

The Company’s provision for income taxes for the periods May 24 to December 31, 2006 and January 1 to May 23, 2006 and years ended December 31, 2005 and 2004 was different from the amount computed by applying the statutory Dutch federal income tax rates to income/(loss) from continuing operations before income taxes, equity in net income of affiliates and minority interests as a result of the following:

	% of Earnings Before Income Taxes
	Successor			Predecessor
	May 24 – December 31, 2006			January 1 – May 23, 2006			Year ended December 31,
(IN MILLIONS)							2005			2004
Income/(loss) from continuing operations before income taxes, equity in net income of affiliates and minority interests	$	(390	)	$	19		$	194		$	311
Dutch statutory tax rate		29.6	%		29.6	%		31.5	%		34.5	%
Provision/(benefit) for income taxes at the Dutch statutory rate	$	(115	)	$	6		$	61		$	107
Effect of subpart F income		17			—			5			14
Effect of operations in non-Dutch jurisdictions		(34	)		5			9			(6	)
U.S. state and local taxation		(9	)		7			17			19
Effect of Dutch inter-company finance activities		(22	)		16			15			(52	)
Change of estimates for contingent tax matters		26			(3	)		(81	)		(4	)
Change of estimates for other tax positions		—			(6	)		(27	)		—
Change for valuation allowances		—			13			22			(32	)
Non-deductible interest expense		28			—			—			—
Other, net		4			1			10			(1	)
Total provision/(benefit) for income taxes	$	(105	)	$	39		$	31		$	45
Effective tax rate		(26.9	)%		205.3	%		16.0	%		14.5	%

In the Netherlands, the Company is taxed under a favorable tax regime which results in certain current earnings being taxed at an effective rate of approximately 10%. Future changes to the Company’s operations and financing activities, including those related to the Valcon Acquisition, may result in changes to the favorable Dutch tax regime arrangements.

The total effective tax rate for the period from May 24, 2006 to December 31, 2006 was lower than the Dutch statutory rate primarily due to the lack of income tax benefit on the one-time interest expense related to the Valcon senior secured bridge facility. The rate in the 2006 Successor period was also influenced by changes in estimates related to global tax contingencies.

The total effective tax rate for the period from January 1, 2006 to May 23, 2006 was higher than the Dutch statutory tax rate primarily due to the low tax benefit under the favorable tax regime in the Netherlands on certain of the transaction costs related to the Valcon Acquisition and payments to IMS Health (see Note 16). The effective tax rate in the period from January 1, 2006 to May 23, 2006 and in the years ended December 31, 2005 and 2004 is also influenced by losses in jurisdictions where no tax benefit was recognized due to increases in valuation allowances.

The 2005 total effective tax rate was impacted by the release of provisions for certain income tax exposures as a result of the completion of a tax audit in the Netherlands resulting in a settlement of certain items affecting the years 2000 through 2006. These issues were primarily related to the Dutch taxation of the Company’s

F-48

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

financing activities. Furthermore, the Company reduced the provision for other income tax exposures related to transfer-pricing issues based on the expiration of various jurisdictional statutes of limitation and the successful defense of the inter-company charges in tax audits in several jurisdictions. The effective tax rate was also influenced by releases of valuation allowances on deferred tax assets, as several jurisdictions were able to demonstrate the ability to realize these assets, and by other favorable adjustments related to the finalization of the Dutch income tax returns. Finally, the 2005 rate was adversely impacted by the lower tax benefit related to the favorable Dutch tax regime on the loss on the repurchase of debt in 2005.

The lower total effective tax rate in 2004 is primarily due to a change in the mix of Dutch vs. non-Dutch earnings and to reversals of certain valuation allowances that were no longer required.

The components of current and non-current deferred income tax assets/(liabilities) were:

	Successor			Predecessor
(IN MILLIONS)	December 31, 2006			December 31, 2005
Deferred tax assets (on balance):
Net operating loss carryforwards	$	331		$	192
Interest expense limitation		17			73
Deferred compensation		33			30
Deferred revenues / costs		36			41
Fixed asset depreciation		—			12
Employee benefits		71			60
Tax credit carryforwards		38			24
Other assets		60			28
		586			460
Valuation allowances		(179	)		(215	)
Deferred tax assets, net of valuation allowances		407			245
Deferred tax liabilities (on balance):
Intangible assets		(2,108	)		(635	)
Computer software		(75	)		(71	)
		(2,183	)		(706	)
Net deferred tax liability	$	(1,776	)	$	(461	)
Recognized as:
Deferred income taxes, current	$	19		$	72
Deferred income taxes, non-current		(1,795	)		(533	)
Total	$	(1,776	)	$	(461	)
Deferred tax assets—current and non-current	$	125		$	151
Deferred tax liabilities—current and non-current		(1,901	)		(612	)
Net deferred tax liability	$	(1,776	)	$	(461	)

In connection with the purchase accounting for the Valcon Acquisition, the acquired assets, including identifiable intangible assets, and liabilities were recorded at fair market value. Differences between the fair market values and income tax basis for certain of the acquired assets, primarily identifiable intangible assets, resulted in an increase in the Company’s deferred income tax liability balance.

F-49

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

At December 31, 2006 and 2005, the Company had net operating loss carryforwards of approximately $928 million and $868 million, respectively, that will begin to expire in 2009, of which approximately $660 million relates to the U.S. In addition, the Company had tax credit carryforwards of approximately $39 million and $24 million at December 31, 2006 and 2005, respectively, which will begin to expire in 2014. Due to the uncertainty of achieving sufficient profits to utilize certain of these operating loss carryforwards and tax credit carryforwards, the Company currently believes it is more likely than not that a portion of these losses will not be realized. Therefore, the Company has recorded a valuation allowance of approximately $172 million and $134 million at December 31, 2006 and 2005, respectively, related to these net operating loss carryforwards and tax credit carryforwards. In addition, the Company has established valuation allowances of $7 million and $82 million, at December 31, 2006 and 2005, respectively, on deferred tax assets related to other temporary differences, which the Company currently believes will not be realized.

As of December 31, 2006, the portion of the valuation allowance relating to deferred tax assets and net operating losses, for which subsequently recognized tax benefits will generally be allocated to reduce goodwill is $82 million.

As of December 31, 2005, the Company had approximately, $716 million of undistributed earnings of the foreign subsidiaries of certain of the Company’s U.S. operations. Income taxes were not provided for the effect of distributing these earnings, as the Company had invested or expected to invest these undistributed earnings indefinitely. As a result of the Valcon Acquisition, as of December 31, 2006, Nielsen management’s intent is to repatriate all undistributed earnings in excess of the reasonable working capital needs of these non-U.S. subsidiaries, if practicable and within the limitations that may be imposed under the local laws that govern the subsidiaries. As of December 31, 2006, the Company determined, based on the above principles, that approximately $466 million of the accumulated earnings of these subsidiaries is not deemed to be permanently reinvested abroad. Accordingly, the Company has provided approximately $20 million in withholding taxes that would be imposed on the repatriation of these earnings. No additional U.S. income taxes would be due based on currently available net operating loss and tax credit carryforwards. As discussed in Note 3, the allocation of the purchase price in connection with the Valcon Acquisition is preliminary, and, accordingly, any changes thereto may result in changes to current and deferred income taxes.

Under its existing accounting policies, the Company establishes liabilities for possible assessments by taxing authorities resulting from known income tax exposures including, but not limited to, inter-company transfer pricing, and various other income tax matters. Such amounts represent a reasonable provision for income taxes ultimately expected to be paid. The amounts recognized for these income tax uncertainties may be adjusted as more information becomes available in future periods.

15. Investments in Affiliates and Related Party Transactions

On October 13, 2006, Nielsen completed the sale of its 34.3% interest in Solucient LLC to the Thomson Corporation. Proceeds from the sale were comprised of $77 million in cash and $11 million payable over the eighteen month period from closing, at the rate of one-third every six months, plus interest. No gain or loss was recognized on the sale because the sale price approximated the carrying value of the investment.

As of December 31, 2006 and 2005, Nielsen had investments in affiliates of $177 million and $181 million, respectively.

Nielsen’s significant investments in affiliates and its percentage of ownership as of December 31, 2006 and 2005 were comprised of the 51% non-controlling ownership interest in Scarborough Research (“Scarborough”), a 50% ownership interest in VNU Exhibitions Europe bv and a 50% ownership interest in AGB Nielsen Media Research bv.

F-50

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

AGB Nielsen Media Research bv was formed in March 2005 by merging Nielsen’s wholly owned international television audience measurement business with the Kantar Media Research owned AGB Group operations. Nielsen’s investment comprised of $67 million of cash and an in kind contribution of Nielsen’s international television audience measurement companies, with a carrying value of approximately $34 million. As of March 1, 2005, Nielsen deconsolidated its international television audience measurement companies, and began accounting for its investment in this joint venture under the equity method.

During 2004, Nielsen divested its interest in World Directories. Income from these investments are recorded as a component of discontinued operations in 2005 and 2004. Investments in affiliates held by World Directories as of January 1, 2004 in Portugal, South Africa and Puerto Rico were divested in 2004.

Related Party Transactions with Affiliates

Nielsen and Scarborough enter into various related party transactions in the ordinary course of business, including Nielsen’s providing certain general and administrative services to Scarborough. Nielsen pays royalties to Scarborough for the right to include Scarborough data in Nielsen products sold directly to Nielsen customers. Additionally, Nielsen sells various Scarborough products directly to its clients, for which it receives a commission from Scarborough. As a result of these transactions Scarborough made payments to Nielsen of $12 million, $9 million, $11 million and $14 million for the periods ended May 24, 2006 to December 31, 2006 and January 1, 2006 to May 23, 2006 and for the years ended December 31, 2005 and 2004, respectively. Obligations between Nielsen and Scarborough are settled in cash, on a monthly basis in the ordinary course of business and amounts outstanding were not material at December 31, 2006 or 2005.

Nielsen and its subsidiaries have entered into various related party transactions with AGB Nielsen Media Research, covering services to and from AGB Nielsen Media Research, including the licensing of the Nielsen trademark, software and databases, and certain administrative services. These related party transactions resulted in a net receivable of $12 million and $5 million at December 31, 2006 and 2005, respectively.

Other Related Party Transactions

In March 2002, with the relocation to the United States of the former Chairman of the Executive Board and his family, the former Chairman of the Executive Board received a home mortgage loan from Nielsen in the amount of $4 million. The loan, which is denominated in U.S. Dollars, accrues interest at the rate of 6.0% per year and is collateralized by the home. Interest is due at the time that the loan is repaid, which can be no later than July 1, 2007. If at that time the value of the home is not sufficient to cover the amount of this loan plus accrued interest, Nielsen will absorb the difference plus any required income taxes that would be payable by the former Chairman. The carrying value of the loan receivable and accrued interest is $5 million, included in other current assets, and $5 million, included in non-current assets, at December 31, 2006 and 2005, respectively.

Transactions with Sponsors

In connection with the Valcon Acquisition and related debt financing, Valcon paid the Sponsors $131 million in fees and expenses for financial and structuring advice and analysis as well as assistance with due diligence investigations and debt financing negotiations. These costs were allocated as debt issuance costs or included in the overall purchase price of the Valcon Acquisition based on the specific nature of the services performed.

In connection with the Valcon Acquisition, two of Nielsen’s subsidiaries and the Sponsors entered into Advisory Agreements, which provide for an annual management fee, in connection with planning, strategy, oversight and support to management, and are payable quarterly and in advance to each Sponsor, on a pro rata

F-51

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

basis, for the eight year duration of the agreements, as well as reimbursements for each Sponsor’s respective out-of-pocket expenses in connection with the management services provided under the agreement. Annual management fees are $10 million in the first year starting on the effective date of the Valcon Acquisition, and increases by 5% annually thereafter.

The Advisory Agreements provide that upon the consummation of a change in control transaction or an initial public offering in excess of $200 million, each of the Sponsors will receive, in lieu of quarterly payments of the annual management fee, a fee equal to the net present value of the aggregate annual management fee that would have been payable to the Sponsors during the remainder of the term of the agreements (assuming an eight year term of the agreements), calculated using the treasury rate having a final maturity date that is closest to the eighth anniversary of the date of the agreements.

The Advisory Agreements also provide that Nielsen will indemnify the Sponsors against all losses, claims, damages and liabilities arising in connection with the management services provided by the Sponsors under the fee agreement.

For the period from May 24, 2006 to December 31, 2006, the Company recorded $6 million in selling, general and administrative expenses related to these management fees and $1 million related to Sponsor travel and consulting.

Short-term debt includes a $20 million loan payable to Valcon Acquisition Holding bv, the direct parent of Valcon.

16. Commitments and Contingencies

Leases and Other Contractual Arrangements

Nielsen has entered into operating leases and other contractual obligations to secure real estate facilities, agreements to purchase data processing services and leases of computers and other equipment used in the ordinary course of business and various outsourcing contracts. These agreements are not unilaterally cancelable by Nielsen, are legally enforceable and specify fixed or minimum amounts or quantities of goods or services at fixed or minimum prices.

At December 31, 2006, the minimum annual payments under these agreements that have initial or remaining non-cancelable terms in excess of one year are listed in the following table:

	For the Years Ending December 31,
(IN MILLIONS)	2007		2008		2009		2010		2011		Thereafter		Total
Operating leases	$	122	$	100	$	88	$	76	$	67	$	194	$	647
Other contractual obligations		151		88		55		43		13		3		353
Total	$	273	$	188	$	143	$	119	$	80	$	197	$	1,000

The amounts presented above represent the minimum future annual services covered by purchase obligations including data processing, building maintenance, equipment purchasing, photocopiers, land and mobile telephone service, computer software and hardware maintenance, and outsourcing.

Total expenses incurred under operating leases were $81 million, $51 million, $140 million and $141 million for the periods from May 24, 2006 to December 31, 2006 and January 1, 2006 to May 23, 2006 and for the years ended December 31, 2005 and 2004, respectively. Nielsen recognized rental income received under

F-52

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

subleases of $8 million, $5 million, $14 million and $14 million for the periods from May 24, 2006 to December 31, 2006 and January 1, 2006 to May 23, 2006 and for the years ended December 31, 2005 and 2004, respectively. At December 31, 2006, Nielsen had aggregate future minimum rental income to be received under non-cancelable subleases of $95 million.

Nielsen also had minimum commitments under non-cancelable capital leases (see Note 11).

Guarantees and Other Contingent Commitments

At December 31, 2006, Nielsen was committed under the following guarantee arrangements:

Sub-lease guarantees

Nielsen provides sub-lease guarantees in accordance with certain agreements pursuant to which Nielsen guarantees all rental payments upon default of rental payment by the sub-lessee. To date, the Company has not been required to perform under such arrangements, does not anticipate making any significant payments related to such guarantees and, accordingly, no amounts have been recorded.

Letters of credit

Letters of credit issued and outstanding amount to $3 million.

Indemnification agreements

In connection with the sale of Directories in 2004, Nielsen has an exposure under a tax indemnity guarantee with the acquirer, pursuant to which Nielsen has agreed to pay any tax obligations relating to periods prior to the sale. Nielsen has accrued $32 million relating to this indemnity at December 31, 2006.

Contingent consideration

Nielsen is obligated to provide additional consideration in a business combination to the seller if contractually specified conditions related to the acquired entity are achieved. At December 31, 2006, Nielsen had total maximum exposure for future estimated payments of $24 million, of which $4 million is based on continued employment and being expensed over the respective periods. An amount of $1 million was recognized as selling, general and administrative expenses in the period from May 24, 2006 to December 31, 2006.

Nielsen has no material liabilities for other guarantees arising in the normal course of business at December 31, 2006.

Termination Agreement Nielsen—IMS Health

On November 17, 2005, Nielsen and IMS Health Inc. (“IMS Health”) announced their agreement to terminate the planned merger of the two companies. Under the terms of the termination agreement, among other things, Nielsen agreed to pay an amount of $45 million to IMS Health should Nielsen be acquired pursuant to any agreement entered into within the 12 months following the termination. For its part, IMS Health agreed to pay Nielsen $15 million should IMS Health be acquired pursuant to any agreement entered into within the 12 months following the termination. On May 24, 2006, due to the consummation of the Valcon Acquisition, Nielsen made the $45 million payment to IMS Health.

F-53

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

Legal Proceedings and Contingencies

Nielsen is subject to litigation and other claims in the ordinary course of business.

D&B Legacy Tax Matters

In November 1996, D&B, then known as The Dun & Bradstreet Corporation (“Old D&B”) separated into three public companies by spinning off the ACNielsen Corporation (“ACNielsen”) and Cognizant Corporation (“Cognizant”) (the “1996 Spin-Off”).

In June 1998, Old D&B changed its name to R.H. Donnelley Corporation (“Donnelley”) and spun-off The Dun & Bradstreet Corporation (“New D&B”) (the “D&B Spin”), and Cognizant changed its name to Nielsen Media Research, Inc. (“NMR”), now part of Nielsen, and spun-off IMS Health (the “Cognizant Spin”). In September 2000, New D&B changed its name to Moody’s Corporation (“Moody’s”) and spun-off a company now called The Dun & Bradstreet Corporation (“Current D&B”) (the “Moody’s spin”). In November 1999, Nielsen acquired NMR and in 2001 Nielsen acquired ACNielsen.

Pursuant to the agreements affecting the 1996 Spin-Off, among other things, certain liabilities, including certain contingent liabilities and tax liabilities arising out of certain prior business transactions (the “D&B Legacy Tax Matters”), were allocated among Old D&B, ACNielsen and Cognizant. The agreements provide that any disputes regarding these matters are subject to resolution by arbitration.

As a result of the Cognizant Spin, IMS Health and NMR agreed they would share equally Cognizant’s share of liability arising out of the D&B Legacy Tax Matters after IMS Health paid the first $0.1 million of such liability.

In connection with the acquisition of NMR, Nielsen recorded in 1999, a liability for NMR’s aggregate liability for payments related to the D&B Legacy Tax Matters. Currently the parties are in arbitration over one tax related dispute. Nielsen believes it has adequately provided for any remaining liability related to these matters.

Effective February 16, 2006, Nielsen entered into a settlement agreement of the 1996 antitrust litigation brought by Information Resources, Inc. The settlement resulted in a complete dismissal of all claims against the Company. Under the settlement agreement, Nielsen agreed to a payment of $55 million which, after tax, resulted in a $35 million charge to 2005 earnings, since this settlement provided evidence of conditions that existed at the 2005 balance sheet date.

erinMedia

erinMedia, llc (“erinMedia”) filed a lawsuit in federal district court in Tampa, Florida on June 16, 2005. The suit alleges that Nielsen Media Research Inc., a wholly owned subsidiary of Nielsen, violated Federal and Florida state antitrust laws by attempting to maintain a monopoly in the market for producing national television audience measurement data. The complaint does not specify the amount of damages sought, but does request that the court terminate NMR’s contracts with the four major national broadcast television networks. On November 17, 2005, the court granted NMR’s motion to dismiss in part, and dismissed erinMedia’s affiliated company, ReacTV, and its claims. The case is now in discovery on the remaining claims by erinMedia.

On January 11, 2006, erinMedia filed a related action against NMR alleging violations of federal and state false advertising and unfair competition law. By order dated January 24, 2007, the court dismissed this action, without prejudice, upon stipulation of the parties. Although it is too early to predict the outcome of the original case, Nielsen believes the action is without merit.

F-54

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

Except as described above, there are no other pending actions, suits or proceedings against or affecting Nielsen which, if determined adversely to Nielsen, would in its view, individually or in the aggregate, have a material effect on Nielsen’s business, consolidated financial position, results of operations and prospects.

17. Segments

Nielsen classifies its business interests into three reportable segments: Marketing Information, consisting principally of market research and analysis and marketing and sales advisory services; Media Measurement & Information, consisting principally of television ratings, television, radio and internet audience and advertising measurement and research and analysis in various facets of the entertainment and media sectors, and Nielsen Business Media, consisting principally of business publications, both in print and online, trade shows, events and conferences and information databases and websites. Corporate consists principally of unallocated, corporate items. Prior to its sale, Nielsen considered Directories a reportable segment.

Information with respect to the operations of each Nielsen business segment is set forth below based on the nature of the products and services offered and geographic areas of operations. The accounting policies of the business segments are the same as those described in Note 1. In the following tables “Corporate” includes the elimination of intersegment revenues.

Business Segment Information

	Successor			Predecessor
(IN MILLIONS)	May 24 – December 31, 2006			January 1 – May 23, 2006			Year ended December 31,
							2005			2004
Revenues
Marketing Information (1)	$	1,465		$	905		$	2,359		$	2,224
Media Measurement & Information		819			507			1,213			1,112
Nielsen Business Media		266			216			490			479
Corporate		(2	)		(2	)		(3	)		(1	)
Total	$	2,548		$	1,626		$	4,059		$	3,814

(1) Includes retail measurement revenues of $1,004 million, $604 million, $1,544 million and $1,474 million for the periods from May 24, 2006 to December 31, 2006 and January 1, 2006 to May 23, 2006 and for the years ended December 31, 2005 and 2004, respectively.

	Successor		Predecessor
(IN MILLIONS)	May 24 – December 31, 2006		January 1 – May 23, 2006		Year ended December 31,
					2005		2004
Depreciation and amortization
Marketing Information	$	121	$	61	$	160	$	150
Media Measurement & Information		102		47		106		99
Nielsen Business Media		25		12		30		31
Corporate		9		6		16		17
Total	$	257	$	126	$	312	$	297

F-55

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

	Successor		Predecessor
	May 24 – December 31, 2006		January 1 – May 23, 2006		Year ended December 31,
(IN MILLIONS)					2005		2004
Restructuring costs
Marketing Information	$	43	$	1	$	6	$	25
Media Measurement & Information		—		—		—		—
Nielsen Business Media		6		—		—		—
Corporate		19		6		—		11
Total	$	68	$	7	$	6	$	36

	Successor			Predecessor
(IN MILLIONS)	May 24 – December 31, 2006			January 1 – May 23, 2006			Year ended December 31,
							2005			2004
Operating income
Marketing Information	$	46		$	28		$	182		$	155
Media Measurement & Information (1)		145			95			228			45
Nielsen Business Media		26			51			89			76
Corporate		(108	)		(117	)		(126	)		(23	)
Total	$	109		$	57		$	373		$	253

(1) Includes goodwill impairment of $135 million in the Entertainment reporting unit in 2004. See Note 1.

	Successor		Predecessor
(IN MILLIONS)	May 24 – December 31, 2006		January 1 – May 23, 2006		Year Ended December 31,
					2005		2004
Interest income
Marketing Information	$	5	$	4	$	8	$	8
Media Measurement & Information		5		2		5		4
Nielsen Business Media		—		—		1		—
Corporate		1		2		7		4
Total	$	11	$	8	$	21	$	16
	Successor		Predecessor
(IN MILLIONS)	May 24 – December 31, 2006		January 1 – May 23, 2006		Year Ended December 31,
					2005		2004
Interest expense
Marketing Information	$	6	$	1	$	4	$	4
Media Measurement & Information		8		8		18		16
Nielsen Business Media		—		—		—		—
Corporate		358		39		108		120
Total	$	372	$	48	$	130	$	140

F-56

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

	Successor		Predecessor
	May 24 – December 31, 2006		January 1 – May 23, 2006		Year ended December 31,
(IN MILLIONS)					2005			2004
Equity in net income of affiliates
Marketing Information	$	—	$	—	$	(3	)	$	(5	)
Media Measurement & Information		6		2		8			10
Nielsen Business Media		—		4		4			2
Corporate		—		—		—			—
Total	$	6	$	6	$	9		$	7

	Successor		Predecessor
(IN MILLIONS)	December 31, 2006		December 31, 2005
Total assets
Marketing Information	$	7,014	$	4,121
Media Measurement & Information		6,327		3,827
Nielsen Business Media		2,244		1,383
Corporate (1)		514		1,332
Total	$	16,099	$	10,663

(1) Includes cash of $198 million and $642 million and derivative instruments of $1 million and $421 million for 2006 and 2005, respectively.

	Successor		Predecessor
(IN MILLIONS)	December 31, 2006		December 31, 2005
Total liabilities
Marketing Information	$	1,881	$	1,387
Media Measurement & Information		990		792
Nielsen Business Media		358		305
Corporate (1)		8,851		2,740
Total	$	12,080	$	5,224

(1) Includes debt of $7,684 million and $2,331 million for 2006 and 2005, respectively.

	Successor		Predecessor
	May 24 – December 31, 2006		January 1 – May 23, 2006		Year ended December 31,
(IN MILLIONS)					2005		2004
Capital expenditures
Marketing Information	$	79	$	32	$	109	$	101
Media Measurement & Information		78		32		118		145
Nielsen Business Media		4		2		4		4
Corporate and other		6		3		7		19
Total	$	167	$	69	$	238	$	269

F-57

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

Geographic Segment Information

Successor

(IN MILLIONS)	Revenues (1)		Operating Income/(Loss)			Long-lived Assets (2)
May 24, 2006 through December 31, 2006
United States	$	1,468	$	11		$	9,679
Other Americas		237		43			957
The Netherlands		22		33			10
Other Europe, Middle East & Africa		580		(13	)		2,056
Asia Pacific		241		35			258
Total	$	2,548	$	109		$	12,960

Predecessor

(IN MILLIONS)	Revenues (1)		Operating Income/(Loss)			Long-lived Assets (2)
January 1, 2006 through May 23, 2006
United States	$	962	$	105		$	5,508
Other Americas		145		31			427
The Netherlands		12		(97	)		107
Other Europe, Middle East & Africa		364		11			1,179
Asia Pacific		143		7			368
Total	$	1,626	$	57		$	7,589

(IN MILLIONS)	Revenues (1)		Operating Income/(Loss)			Long-lived Assets (2)
2005
United States	$	2,343	$	278		$	5,514
Other Americas		329		71			419
The Netherlands		33		(46	)		93
Other Europe, Middle East & Africa		978		38			1,093
Asia Pacific		376		32			372
Total	$	4,059	$	373		$	7,491
(IN MILLIONS)	Revenues (1)		Operating Income/(Loss)			Long-lived Assets (2)
2004
United States	$	2,190	$	178		$	5,667
Other Americas		278		48			373
The Netherlands		63		(46	)		117
Other Europe, Middle East & Africa		921		51			1,225
Asia Pacific		362		22			403
Total	$	3,814	$	253		$	7,785

(1) Revenues are attributed to geographic areas based on the location of customers.

(2) Long-lived assets include property, plant and equipment, goodwill and other intangible assets.

F-58

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

18. Additional Financial Information

Other non-current assets

	Successor		Predecessor
(IN MILLIONS)	December 31, 2006		December 31, 2005
Deferred financing fees	$	116	$	4
Other deferred costs		228		66
Equity securities		24		25
Mutual funds		17		89
Equity method investments		177		181
Other		156		129
Total other non-current assets	$	718	$	494

Accounts payable and other current liabilities

	Successor		Predecessor
(IN MILLIONS)	December 31, 2006		December 31, 2005
Trade payables	$	107	$	119
Personnel costs		342		285
Outside services		102		96
Cooperation payments		58		47
Payroll taxes and social benefits		78		76
Interest payable		113		43
Other current liabilities		188		161
Total accounts payable and other current liabilities	$	988	$	827

Other non-current liabilities

	Successor		Predecessor
	December 31, 2006		December 31, 2005
(IN MILLIONS)
Pension and other benefit obligations	$	204	$	148
Deferred compensation		49		103
Other		119		122
Total other non-current liabilities	$	372	$	373

19. Subsequent Events

Nielsen//NetRatings Merger Agreement

On February 5, 2007, Nielsen and Nielsen//NetRatings announced they had entered into a merger agreement by which Nielsen, which already owns approximately 60% of Nielsen//NetRatings, would acquire the Nielsen//NetRatings shares it does not currently own at a price of $21.00 per share in cash, for a total purchase price of approximately $327 million. The merger is expected to be completed in the second quarter of 2007, and is

F-59

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

subject to customary conditions and approvals. The transaction is subject to the approval of the Nielsen//NetRatings shareholders, but Nielsen has agreed to vote all its shares in favor of the merger, thereby assuring shareholder approval of the merger.

Sale of Business Media Europe and Mandatory Debt Repayment

On February 8, 2007, Nielsen announced it had completed the sale of its Business Media Europe (BME) unit for $414 million. The Company’s stake in VNU Exhibitions Europe bv, a joint venture that produces trade shows mainly in the Netherlands and China, was not included in the sale.

On February 9, 2007, Nielsen applied $328 million of the proceeds from the sale of BME towards a mandatory pre-payment on the Euro senior secured term loan facility. By making this pre-payment, Nielsen will no longer be required to pay the scheduled quarterly installments for the remainder of the term of the Euro senior secured term loan facility.

Senior Secured Term Loan Facilities

Effective January 22, 2007, Nielsen has agreed a 50 and 25 basis point reduction of the applicable margin on its U.S. Dollar and Euro senior secured term loan facilities, respectively.

Event (Unaudited) Subsequent to the Date of the Reports of Independent Registered Public Accounting Firms

On April 30, 2007, the Company announced an agreement in principle to acquire the remaining BuzzMetrics’ shares subject to the execution of a definitive agreement.

20. Guarantor Financial Information

The following supplemental financial information sets forth on for the Company, its subsidiaries that have issued certain debt securities (the “Issuers”) and its guarantor and non-guarantor subsidiaries, all as defined in the credit agreements, the consolidating balance sheet as of December 31, 2006 and consolidating statements of operations and cash flows for the period May 24, 2006 to December 31, 2006 and the consolidating balance sheet as of December 31, 2005 and consolidating statements of operations and cash flows for the period January 1, 2006 to May 23, 2006 and for the years ended December 31, 2005 and 2004. This supplemental guarantor financial information included herein complies with Rule 10-01 of Regulation S-X concerning the form and content of the consolidating financial statements. The Senior Notes and the Senior Subordinated Discount Notes are jointly and severally guaranteed on an unconditional basis by Nielsen and, each of the direct and indirect wholly-owned subsidiaries of Nielsen, including VNU Intermediate Holding bv, VNU Holding and Finance bv, VNU Holdings bv, VNU International bv, VNU Services bv, ACN Holdings, Inc., The Nielsen Company (US) Inc. and the wholly-owned subsidiaries thereof, including the wholly owned U.S. subsidiaries of ACN Holdings, Inc. and Nielsen, Inc., in each case to the extent that such entities provide a guarantee under the senior secured credit facilities. The issuers are Nielsen Company bv and the subsidiary issuers (Nielsen Finance LLC and Nielsen Finance Co.), both wholly-owned subsidiaries of ACN Holdings, Inc. and subsidiary guarantors of the debt issued by Nielsen.

Nielsen is a holding company and does not have any material assets or operations other than ownership of the capital stock of its direct and indirect subsidiaries. All of Nielsen’s operations are conducted through its subsidiaries, and, therefore, Nielsen is expected to continue to be dependent upon the cash flows of its subsidiaries to meet its obligations.

F-60

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

The Nielsen Company bv

Consolidated Balance Sheet (Successor)

December 31, 2006

	Parent			Issuers			Guarantor		Non-Guarantor		Elimination			Consolidated
Assets:
Current assets
Cash and cash equivalents	$	4		$	—		$	211	$	416	$	—		$	631
Marketable securities		—			—			14		137		—			151
Trade and other receivables, net		(3	)		—			346		397		—			740
Prepaid expenses and other current assets		—			23			167		57		—			247
Intercompany receivables		318			123			347		334		(1,122	)		—
Assets of discontinued operations		—			—			—		545		—			545
Total current assets		319			146			1,085		1,886		(1,122	)		2,314
Non-current assets
Property, plant and equipment, net		—			—			361		163		—			524
Goodwill		—			—			4,976		1,688		—			6,664
Other intangible assets, net		—			—			4,419		1,353		—			5,772
Derivative financial instruments		—			1			—		—		—			1
Deferred tax assets		4			24			25		53		—			106
Other non-current assets		17			104			438		159		—			718
Equity investment in subsidiaries		3,995			—			4,561		—		(8,556	)		—
Intercompany loans		699			6,630			588		1,408		(9,325	)		—
Total assets	$	5,034		$	6,905		$	16,453	$	6,710	$	(19,003	)	$	16,099
Liabilities, minority interests and shareholders’ equity
Current liabilities
Accounts payable and other current liabilities	$	77		$	88		$	348	$	475	$	—		$	988
Deferred revenues		—			—			249		202		—			451
Income tax liabilities		12			—			176		64		—			252
Current portion of long-term debt, capital lease obligations and other short-term borrowings		—			52			74		86		—			212
Intercompany payables		42			155			707		218		(1,122	)		—
Liabilities of discontinued operations		—			—			—		143		—			143
Total current liabilities		131			295			1,554		1,188		(1,122	)		2,046
Non-current liabilities
Long-term debt and capital lease obligations		982			6,629			119		31		—			7,761
Deferred tax liabilities		—			—			1,882		19		—			1,901
Intercompany loans		—			—			8,696		629		(9,325	)		—
Other non-current liabilities		7			—			207		158		—			372
Total liabilities		1,120			6,924			12,458		2,025		(10,447	)		12,080
Minority interests		—			—			—		105		—			105
Total shareholders’ equity		3,914			(19	)		3,995		4,580		(8,556	)		3,914
Total liabilities, minority interests and shareholders’ equity	$	5,034		$	6,905		$	16,453	$	6,710	$	(19,003	)	$	16,099

F-61

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

The Nielsen Company bv

Consolidated Balance Sheet (Predecessor)

December 31, 2005

	Parent		Issuers		Guarantor		Non-Guarantor		Elimination			Consolidated
Assets:
Current assets
Cash and cash equivalents	$	6	$	—	$	634	$	379	$	—		$	1,019
Marketable securities		—		—		—		123		—			123
Trade and other receivables, net		—		—		333		430		—			763
Prepaid expenses and other current assets		1		—		365		70		—			436
Intercompany receivables		41		—		146		248		(435	)		—
Total current assets		48		—		1,478		1,250		(435	)		2,341
Non-current assets
Property, plant and equipment, net		1		—		339		164		—			504
Goodwill		—		—		3,590		1,433		—			5,023
Other intangible assets, net		—		—		1,452		512		—			1,964
Derivative financial instruments		—		—		260		—		—			260
Deferred tax assets		7		—		23		47		—			77
Other non-current assets		107		—		230		157		—			494
Equity investment in subsidiaries		5,269		—		2,946		—		(8,215	)		—
Intercompany loans		2,342		—		546		1,176		(4,064	)		—
Total assets	$	7,774	$	—	$	10,864	$	4,739	$	(12,714	)	$	10,663
Liabilities, minority interests and shareholders’ equity:
Current liabilities
Accounts payable and other current liabilities	$	51	$	—	$	323	$	453	$	—		$	827
Deferred revenues		—		—		266		171		—			437
Income tax liabilities		55		—		113		78		—			246
Current portion of long-term debt, capital lease obligations and other short-term borrowings		631		—		37		63		—			731
Intercompany payables		1		—		239		195		(435	)		—
Total current liabilities		738		—		978		960		(435	)		2,241
Non-current liabilities
Long-term debt and capital lease obligations		1,701		—		273		26		—			2,000
Deferred tax liabilities		—		—		586		24		—			610
Intercompany loans		—		—		3,485		579		(4,064	)		—
Other non-current liabilities		—		—		273		100		—			373
Total liabilities		2,439		—		5,595		1,689		(4,499	)		5,224
Minority interests		—		—		—		104		—			104
Total shareholders’ equity		5,335		—		5,269		2,946		(8,215	)		5,335
Total liabilities, minority interests and shareholders’ equity	$	7,774	$	—	$	10,864	$	4,739	$	(12,714	)	$	10,663

F-62

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

The Nielsen Company bv

Consolidated Statement of Operations (Successor)

For the period from May 24 to December 31, 2006

	Parent			Issuers			Guarantor			Non-Guarantor			Elimination			Consolidated
Revenues	$	—		$	—		$	1,417		$	1,142		$	(11	)	$	2,548
Cost of revenues, exclusive of depreciation and amortization shown separately below		—			—			634			579			(11	)		1,202
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below		23			—			511			378			—			912
Depreciation and amortization		—			—			184			73			—			257
Restructuring costs		—			—			31			37			—			68
Operating (loss)/income		(23	)		—			57			75			—			109
Interest income		47			226			21			36			(319	)		11
Interest expense		(131	)		(230	)		(306	)		(24	)		319			(372	)
Gain on derivative instruments		—			—			5			—			—			5
Loss on early extinguishment of debt		(63	)		—			(2	)		—			—			(65	)
Foreign currency exchange transaction losses		(1	)		(36	)		(32	)		(2	)		—			(71	)
Equity in net income of affiliates		—			—			6			—			—			6
Equity in net loss of subsidiaries		(152	)		—			(24	)		—			176			—
Other (expense)/income, net		(4	)		—			30			(33	)		—			(7	)
(Loss)/income from continuing operations before income taxes and minority interests		(327	)		(40	)		(245	)		52			176			(384	)
Benefit/(provision) for income taxes		31			16			93			(35	)		—			105
Minority interests		—			—			—			—			—			—
(Loss)/income from continuing operations		(296	)		(24	)		(152	)		17			176			(279	)
Discontinued operations, net of tax		—			—			—			(17	)		—			(17	)
Net (loss)/income	$	(296	)	$	(24	)	$	(152	)	$	—		$	176		$	(296	)

F-63

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

The Nielsen Company bv

Consolidated Statement of Operations (Predecessor)

For the period from January 1 to May 23, 2006

	Parent			Issuers		Guarantor			Non-Guarantor			Elimination			Consolidated
Revenues	$	—		$	—	$	932		$	699		$	(5	)	$	1,626
Cost of revenues, exclusive of depreciation and amortization shown separately below		—			—		410			382			(5	)		787
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below		2			—		295			257			—			554
Depreciation and amortization		—			—		82			44			—			126
Transaction costs		82			—		13			—			—			95
Restructuring costs		—			—		7			—			—			7
Operating (loss)/income		(84	)		—		125			16			—			57
Interest income		47			—		12			19			(70	)		8
Interest expense		(49	)		—		(55	)		(14	)		70			(48	)
Loss on derivative instruments		—			—		(9	)		—			—			(9	)
Foreign currency exchange transaction gains/(losses), net		5			—		(8	)		—			—			(3	)
Equity in net income of affiliates		—			—		1			5			—			6
Equity in net income of subsidiaries		64			—		—			—			(64	)		—
Other (expense)/income, net		(5	)		—		24			(5	)		—			14
(Loss)/income from continuing operations before income taxes and minority interests		(22	)		—		90			21			(64	)		25
Benefit/(provision) for income taxes		8			—		(26	)		(21	)		—			(39	)
Minority interests		—			—		—			—			—			—
(Loss)/income from continuing operations		(14	)		—		64			—			(64	)		(14	)
Discontinued operations, net of tax		—			—		—			—			—			—
Net (loss)/income	$	(14	)	$	—	$	64		$	—		$	(64	)	$	(14	)

F-64

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

The Nielsen Company bv

Consolidated Statement of Operations (Predecessor)

For the year ended December 31, 2005

	Parent			Issuers		Guarantor			Non-Guarantor			Elimination			Consolidated
Revenues	$	—		$	—	$	2,284		$	1,788		$	(13	)	$	4,059
Cost of revenues, exclusive of depreciation and amortization shown separately below		—			—		1,003			914			(13	)		1,904
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below		30			—		758			676			—			1,464
Depreciation and amortization		1			—		192			119			—			312
Restructuring costs		—			—		6			—			—			6
Operating (loss)/income		(31	)		—		325			79			—			373
Interest income		221			—		11			63			(274	)		21
Interest expense		(141	)		—		(223	)		(40	)		274			(130	)
Gain on derivative instruments		13			—		—			—			—			13
Loss on early extinguishment of debt		(102	)		—		—			—			—			(102	)
Foreign currency exchange transaction (losses)/gains, net		(7	)		—		18			—			—			11
Equity in net income of affiliates		—			—		5			4			—			9
Equity in net income of subsidiaries		251			—		35			—			(286	)		—
Other (expense)/income, net		(33	)		—		32			9			—			8
Income from continuing operations before income taxes and minority interests		171			—		203			115			(286	)		203
Benefit/(provision) for income taxes		8			—		40			(79	)		—			(31	)
Minority interests		—			—		—			—			—			—
Income from continuing operations		179			—		243			36			(286	)		172
Discontinued operations, net of tax		—			—		8			(1	)		—			7
Net income	$	179		$	—	$	251		$	35		$	(286	)	$	179

F-65

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

The Nielsen Company bv

Consolidated Statement of Operations (Predecessor)

For the year ended December 31, 2004

	Parent			Issuers		Guarantor			Non-Guarantor			Elimination			Consolidated
Revenues	$	—		$	—	$	2,110		$	1,716		$	(12	)	$	3,814
Cost of revenues, exclusive of depreciation and amortization shown separately below		—			—		935			849			(12	)		1,772
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below		(1	)		—		676			646			—			1,321
Depreciation and amortization		1			—		176			120			—			297
Goodwill impairment charges		—			—		135			—			—			135
Restructuring costs		11			—		13			12			—			36
Operating (loss)/income		(11	)		—		175			89			—			253
Interest income		189			—		124			339			(636	)		16
Interest expense		(126	)		—		(353	)		(297	)		636			(140	)
Gain on derivative instruments		178			—		—			—			—			178
Gain on early extinguishment of debt		1			—		—			—			—			1
Foreign currency exchange transaction (losses)/gains, net		(3	)		—		1			—			—			(2	)
Equity in net income of affiliates		—			—		2			5			—			7
Equity in net income of subsidiaries		869			—		111			—			(980	)		—
Other income/(expense), net		3			—		58			(56	)		—			5
Income from continuing operations before income taxes and minority interests		1,100			—		118			80			(980	)		318
Benefit/(provision) for income taxes		23			—		(5	)		(63	)		—			(45	)
Minority interests		—			—		—			5			—			5
Income from continuing operations		1,123			—		113			22			(980	)		278
Discontinued operations, net of tax		—			—		756			89			—			845
Net income	$	1,123		$	—	$	869		$	111		$	(980	)	$	1,123

F-66

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

The Nielsen Company bv

Consolidated Statement of Cash Flows (Successor)

For the period from May 24 to December 31, 2006

	Parent			Issuers			Guarantor			Non-Guarantor			Consolidated
Net cash provided by operating activities	$	23		$	12		$	159		$	238		$	432
Investing activities:
Acquisition of subsidiaries and affiliates, net of cash acquired		—			—			(37	)		(6	)		(43	)
Proceeds from sale of subsidiaries and affiliates, net		—			—			91			—			91
Additions to property, plant and equipment and other assets		—			—			(75	)		(35	)		(110	)
Additions to intangible assets		—			—			(38	)		(19	)		(57	)
Purchases of marketable securities		—			—			—			(63	)		(63	)
Sales and maturities of marketable securities		—			—			—			59			59
Other investing activities		(10	)		—			(10	)		—			(20	)
Net cash used in investing activities		(10	)		—			(69	)		(64	)		(143	)
Financing activities:
Payments to Valcon to settle certain borrowings for the Valcon Acquisition		(5,862	)		—			—			—			(5,862	)
Proceeds from issuances of debt, net of issuance cost		274			6,493			20			—			6,787
Repayments of debt		(1,381	)		(13	)		(155	)		—			(1,549	)
Stock activity of subsidiaries, net		—			—			(2	)		8			6
Increase in other short-term borrowings		—			—			17			17			34
Repurchase of preference shares		(116	)		—			—			—			(116	)
Cash dividends paid to shareholders		(16	)		—			—			—			(16	)
Activity under stock plans		(86	)		—			(5	)		—			(91	)
Settlement of derivatives, intercompany and other financing activities		7,151			(6,492	)		(295	)		(56	)		308
Net cash used in financing activities		(36	)		(12	)		(420	)		(31	)		(499	)
Effect of exchange-rate changes on cash and cash equivalents		—			—			6			2			8
Net (decrease)/increase in cash and cash equivalents		(23	)		—			(324	)		145			(202	)
Cash and cash equivalents at beginning of period		27			—			535			271			833
Cash and cash equivalents at end of period	$	4		$	—		$	211		$	416		$	631

F-67

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

The Nielsen Company bv

Consolidated Statement of Cash Flows (Predecessor)

For the period from January 1 to May 23, 2006

	Parent			Issuers		Guarantor			Non-Guarantor			Consolidated
Net cash (used in)/provided by operating activities	$	(81	)	$	—	$	127		$	33		$	79
Investing activities:
Acquisition of subsidiaries and affiliates, net of cash acquired		—			—		(12	)		(45	)		(57	)
Payments from sale of subsidiaries and affiliates, net		—			—		—			(3	)		(3	)
Additions to property, plant and equipment and other assets		—			—		(29	)		(16	)		(45	)
Additions to intangible assets		—			—		(19	)		(5	)		(24	)
Purchases of marketable securities		—			—		—			(56	)		(56	)
Sales and maturities of marketable securities		—			—		—			71			71
Other investing activities		—			—		—			17			17
Net cash used in investing activities		—			—		(60	)		(37	)		(97	)
Financing activities:
Repayments of debt		(466	)		—		—			—			(466	)
Stock activity of subsidiaries, net		—			—		—			(9	)		(9	)
(Decrease)/increase in other short-term borrowings		—			—		(13	)		7			(6	)
Activity under stock plans		40			—		—			—			40
Settlement of derivatives, intercompany and other financing activities		527			—		(202	)		(113	)		212
Net cash provided by/(used in) financing activities		101			—		(215	)		(115	)		(229	)
Effect of exchange-rate changes on cash and cash equivalents		1			—		49			11			61
Net increase/(decrease) in cash and cash equivalents		21			—		(99	)		(108	)		(186	)
Cash and cash equivalents at beginning of period		6			—		634			379			1,019
Cash and cash equivalents at end of period	$	27		$	—	$	535		$	271		$	833

F-68

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

The Nielsen Company bv

Consolidated Statement of Cash Flows (Predecessor)

For the year ended December 31, 2005

	Parent			Issuers		Guarantor			Non-Guarantor			Consolidated
Net cash provided by operating activities	$	26		$	—	$	286		$	198		$	510
Investing activities:
Acquisition of subsidiaries and affiliates, net of cash acquired		—			—		(148	)		(30	)		(178	)
Proceeds/(payments) from sale of subsidiaries and affiliates, net		—			—		15			(38	)		(23	)
Additions to property, plant and equipment and other assets		—			—		(96	)		(67	)		(163	)
Additions to intangible assets		—			—		(57	)		(18	)		(75	)
Purchases of marketable securities		—			—		—			(122	)		(122	)
Sales and maturities of marketable securities		—			—		—			141			141
Other investing activities		5			—		(2	)		(9	)		(6	)
Net cash provided by/(used in) investing activities		5			—		(288	)		(143	)		(426	)
Financing activities:
Repayments of debt		(1,805	)		—		—			—			(1,805	)
Stock activity of subsidiaries, net		—			—		—			(14	)		(14	)
(Decrease)/increase in other short-term borrowings		(718	)		—		63			(18	)		(673	)
Cash dividends paid to shareholders		(99	)		—		—			—			(99	)
Activity under stock plans		7			—		—			—			7
Settlement of derivatives, intercompany and other financing activities		193			—		472			(595	)		70
Net cash (used in)/provided by financing activities		(2,422	)		—		535			(627	)		(2,514	)
Effect of exchange-rate changes on cash and cash equivalents		(65	)		—		(54	)		(70	)		(189	)
Net (decrease)/increase in cash and cash equivalents		(2,456	)		—		479			(642	)		(2,619	)
Cash and cash equivalents at beginning of year		2,462			—		155			1,021			3,638
Cash and cash equivalents at end of year	$	6		$	—	$	634		$	379		$	1,019

F-69

The Nielsen Company bv

Notes to Consolidated Financial Statements—(continued)

The Nielsen Company bv

Consolidated Statement of Cash Flows (Predecessor)

For the year ended December 31, 2004

	Parent			Issuers		Guarantor			Non-Guarantor			Consolidated
Net cash provided by operating activities	$	41		$	—	$	257		$	301		$	599
Investing activities:
Acquisition of subsidiaries and affiliates, net of cash acquired		—			—		(82	)		(21	)		(103	)
Proceeds from sale of subsidiaries and affiliates, net		5			—		2,579			14			2,598
Additions to property, plant and equipment and other assets		—			—		(100	)		(84	)		(184	)
Additions to intangible assets		—			—		(55	)		(30	)		(85	)
Purchases of marketable securities		—			—		—			(164	)		(164	)
Sales and maturities of marketable securities		—			—		—			159			159
Other investing activities		148			—		(24	)		6			130
Net cash provided by/(used in) investing activities		153			—		2,318			(120	)		2,351
Financing activities:
Proceeds from issuance of debt, net of issuance costs		103			—		—			—			103
Repayments of debt		(833	)		—		—			—			(833	)
Stock activity of subsidiaries, net		—			—		2			18			20
Increase/(decrease) in other short-term borrowings		101			—		(1	)		(3	)		97
Cash dividends paid to shareholders		(79	)		—		—			—			(79	)
Intercompany and other financing activities		2,755			—		(2,592	)		(180	)		(17	)
Net cash provided by/(used in) financing activities		2,047			—		(2,591	)		(165	)		(709	)
Effect of exchange-rate changes on cash and cash equivalents		185			—		11			69			265
Net increase/(decrease) in cash and cash equivalents		2,426			—		(5	)		85			2,506
Cash and cash equivalents at beginning of year		36			—		160			936			1,132
Cash and cash equivalents at end of year	$	2,462		$	—	$	155		$	1,021		$	3,638

F-70

PART II: INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 20. Indemnification of Directors and Officers.

The Nielsen Company B.V.

Pursuant to our Articles of Association, we indemnify our directors and officers acting in their capacity on behalf of us against reasonable costs and expenses incurred by them in connection with any suit, proceeding or action instituted by a third party unless it is determined that such amounts were incurred as a result of their willful misconduct or gross negligence.

Registrants Incorporated in Delaware

With respect to the registrants incorporated in Delaware, Section 145(a) of the Delaware General Corporation Law (the “DGCL”) provides that a Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.

Section 145(b) of the DGCL provides that a Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in any of the capacities set forth above, against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Further subsections of DGCL Section 145 provide that:

• to the extent a present or former director or officer of a corporation has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145 or in the defense of any claim, issue or matter therein, such person shall be indemnified against expenses, including attorneys’ fees, actually and reasonably incurred by such person in connection therewith;

• the indemnification and advancement of expenses provided for pursuant to Section 145 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise; and

• the corporation shall have the power to purchase and maintain insurance of behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under Section 145.

II-1

As used in this Item 20, the term “proceeding” means any threatened, pending, or completed action, suit, or proceeding, whether or not by or in the right of Registrant, and whether civil, criminal, administrative, investigative or otherwise.

Section 145 of the DGCL makes provision for the indemnification of officers and directors in terms sufficiently broad to indemnify officers and directors of each of the registrants incorporated in Delaware under certain circumstances from liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933, as amended (the “Act”). Each of the registrants incorporated in Delaware may, in their discretion, similarly indemnify their employees and agents. The Bylaws of each of the registrants incorporated in Delaware provide, in effect, that, to the fullest extent and under the circumstances permitted by Section 145 of the DGCL, each of the registrants incorporated in Delaware will indemnify any and all of its officers, directors, employees and agents. In addition, the Certificate of Incorporation of each of the registrants incorporated in Delaware relieves its directors from monetary damages to it or its stockholders for breach of such director’s fiduciary duty as a director to the fullest extent permitted by the DGCL. Under Section 102(b)(7) of the DGCL, a corporation may relieve its directors from personal liability to such corporation or its stockholders for monetary damages for any breach of their fiduciary duty as directors except (i) for a breach of the duty of loyalty, (ii) for failure to act in good faith, (iii) for intentional misconduct or knowing violation of law, (iv) for willful or negligent violations of certain provisions in the DGCL imposing certain requirements with respect to stock repurchases, redemptions and dividends, or (v) for any transactions from which the director derived an improper personal benefit.

Insurance

Each of the Registrants currently maintains an insurance policy which, within the limits and subject to the terms and conditions thereof, covers certain expenses and liabilities that may be incurred by directors and officers in connection with proceedings that may be brought against them as a result of an act or omission committed or suffered while acting as a director or officer of this Registrant.

Item 21. Exhibits and Financial Statements Schedules.

(a) The following exhibits are attached hereto:

EXHIBIT NUMBER	DESCRIPTION
2.1(a)	Merger Protocol, made as of March 8, 2006, between Valcon Acquisition B.V. and VNU N.V.
2.1(b)	First Amendment to the Merger Protocol, made as of May 4, 2006, between Valcon Acquisition B.V. and VNU N.V.
3.1	Articles of Association of The Nielsen Company B.V.
3.2	Certificate of Formation of Nielsen Finance LLC
3.3	Limited Liability Company Agreement of Nielsen Finance LLC
3.4	Certificate of Incorporation of Nielsen Finance Co.
3.5	Bylaws of Nielsen Finance Co.
3.6	Certificate of Incorporation of A.C. Nielsen (Argentina) S.A.
3.7	Bylaws of A.C. Nielsen (Argentina) S.A.
3.8	Certificate of Incorporation of A.C. Nielsen Company
3.9	Bylaws of A.C. Nielsen Company
3.10	Certificate of Incorporation of AC Nielsen (US), Inc.
3.11	Bylaws of AC Nielsen (US), Inc.

II-2

EXHIBIT NUMBER	DESCRIPTION
3.12	Certificate of Formation of AC Nielsen HCI, LLC
3.13	Operating Agreement of AC Nielsen HCI, LLC
3.14	Certificate of Incorporation of ACN Holdings, Inc.
3.15	Bylaws of ACN Holdings, Inc.
3.16	Certificate of Incorporation of ACNielsen Corporation
3.17	Bylaws of ACNielsen Corporation
3.18*	Certificate of Incorporation of ACNielsen EDI II, Inc.
3.19*	Bylaws of ACNielsen EDI II, Inc.
3.20*	Certificate of Formation of ART Holding, L.L.C.
3.21	Certificate of Incorporation of Athenian Leasing Corporation
3.22	Bylaws of Athenian Leasing Corporation
3.23	Certificate of Formation of BDS (Canada), LLC
3.24	Operating Agreement of BDS (Canada), LLC
3.25	Certificate of Incorporation of Billboard Cafes, Inc.
3.26	Bylaws of Billboard Cafes, Inc.
3.27	Certificate of Formation of Broadcast Data Systems, LLC
3.28	Operating Agreement of Broadcast Data Systems, LLC
3.29	Certificate of Incorporation of Claritas Inc.
3.30	Bylaws of Claritas Inc.
3.31	Certificate of Incorporation of Consumer Research Services, Inc.
3.32	Bylaws of Consumer Research Services, Inc.
3.33*	Certificate of Formation of CZT/ACN Trademarks, L.L.C.
3.34*	Limited Liability Company Agreement of CZT/ACN Trademarks, L.L.C.
3.35*	Articles of Incorporation of Decisions Made Easy, Inc.
3.36*	Bylaws of Decisions Made Easy, Inc.
3.37	Certificate of Formation of EMIS (Canada), LLC
3.38	Operating Agreement of EMIS (Canada), LLC
3.39*	Articles of Incorporation of Foremost Exhibits, Inc.
3.40	Certificate of Formation of Global Media USA, LLC
3.41	Operating Agreement of Global Media USA, LLC
3.42*	Certificate of Incorporation of Interactive Market Systems, Inc.
3.43*	Bylaws of Interactive Market Systems, Inc.
3.44	Certificate of Incorporation of MFI Holdings, Inc.

II-3

EXHIBIT NUMBER	DESCRIPTION
3.45*	Certificate of Formation of Neslein Holding, L.L.C.
3.46	Certificate of Incorporation of Nielsen Business Media, Inc.
3.47	Bylaws of Nielsen Business Media, Inc.
3.48*	Certificate of Incorporation of The Nielsen Company (US), Inc.
3.49*	Bylaws of The Nielsen Company (US), Inc.
3.50*	Articles of Incorporation of Nielsen EDI, LLC
3.51*	Bylaws of Nielsen EDI, LLC
3.52	Certificate of Formation of Nielsen Entertainment, LLC
3.53	Operating Agreement of Nielsen Entertainment, LLC
3.54	Certificate of Incorporation of Nielsen Holdings, Inc.
3.55	Bylaws of Nielsen Holdings, Inc.
3.56	Certificate of Incorporation of Nielsen Leasing Corporation
3.57	Bylaws of Nielsen Leasing Corporation
3.58	Certificate of Incorporation of Nielsen Media Research, Inc.
3.59	Bylaws of Nielsen Media Research, Inc.
3.60*	Articles of Incorporation of Nielsen National Research Group, Inc.
3.61*	Bylaws of Nielsen National Research Group, Inc.
3.62	Certificate of Incorporation of NMR Investing I, Inc.
3.63	Bylaws of NMR Investing I, Inc.
3.64	Certificate of Limited Partnership of NMR Licensing Associates, L.P.
3.65	Agreement of Limited Partnership of NMR Licensing Associates, L.P.
3.66	Certificate of Incorporation of Panel International S.A.
3.67	Bylaws of Panel International S.A.
3.68	Certificate of Formation of PERQ/HCI, LLC
3.69	Operating Agreement of PERQ/HCI, LLC
3.70*	Articles of Incorporation of Radio and Records, Inc.
3.71*	Bylaws of Radio and Records, Inc.
3.72	Certificate of Incorporation of Spectra Marketing Systems, Inc.
3.73	Bylaws of Spectra Marketing Systems, Inc.
3.74	Certificate of Incorporation of SRDS, Inc.
3.75	Bylaws of SRDS, Inc.
3.76	Certificate of Incorporation of Trade Dimensions International, Inc.
3.77	Bylaws of Trade Dimensions International, Inc.
3.78	Certificate of Incorporation of VNU Marketing Information, Inc.

II-4

EXHIBIT NUMBER	DESCRIPTION
3.79	Bylaws of VNU Marketing Information, Inc.
3.80	Certificate of Incorporation of VNU Media Measurement & Information, Inc.
3.81	Bylaws of VNU Media Measurement & Information, Inc.
3.82	Certificate of Incorporation of VNU/SRDS Management Co., Inc.
3.83	Bylaws of VNU/SRDS Management Co., Inc.
3.84*	Certificate of Incorporation of VNU USA Property Management, Inc.
3.85*	Bylaws of VNU USA Property Management, Inc.
3.86*	Articles of Association of VNU Holding and Finance B.V.
3.87*	Articles of Association of VNU Holdings B.V.
3.88*	Articles of Association of VNU Intermediate Holding B.V.
3.89*	Articles of Association of VNU International B.V.
3.90*	Articles of Association of VNU Services B.V.
4.1(a)	Credit Agreement, dated as of August 9, 2006, among Nielsen Finance LLC, as a U.S. Borrower, VNU, Inc., as a U.S. Borrower, VNU Holding and Finance B.V., as Dutch Borrower, the Guarantors thereto from time to time, Citibank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, ABN AMRO Bank N.V., as Swing Line Lender, the other Lenders party thereto from time to time, Deutsche Bank Securities Inc., as Syndication Agent, and JPMorgan Chase Bank, N.A., ABN AMRO Bank N.V. and ING Bank N.V., as Co-Documentation Agents
4.1(b)	Security Agreement, dated as of August 9, 2006, among Nielsen Finance LLC, the other Grantors named therein and Citibank, N.A. as Collateral Agent
4.1(c)	Intellectual Property Security Agreement, dated as of August 9, 2006, among Nielsen Finance LLC, the other Grantors named therein and Citibank, N.A. as Collateral Agent
4.2	Indenture, dated as of August 9, 2006, between VNU Group B.V. and Law Debenture Trust Company of New York, as Trustee, for the 11 1/8% Senior Discount Notes due 2016
4.3	Registration Rights Agreement, dated as of August 9, 2006, between VNU Group B.V. and the Initial Purchasers named therein, for the 11 1/8% Senior Discount Notes due 2016
4.4(a)	Indenture, dated as of August 9, 2006, among Nielsen Finance LLC, Nielsen Finance Co., the Guarantors named on the signature pages thereto and Law Debenture Trust Company of New York, as Trustee, for the U.S. Dollar denominated 10% Senior Notes due 2014 and the Euro denominated 9% Senior Notes due 2014
4.4(b)	First Supplemental Indenture, dated as of October 16, 2006, among Radio and Records, Inc., an affiliate of Nielsen Finance LLC and Nielsen Finance Co., and Law Debenture Trust Company of New York, as Trustee, for the U.S. Dollar denominated 10% Senior Notes due 2014 and the Euro denominated 9% Senior Notes due 2014
4.5	Registration Rights Agreement, dated as of August 9, 2006, between Nielsen Finance LLC, Nielsen Finance Co. and the Initial Purchasers named therein, for the U.S. Dollar denominated 10% Senior Notes due 2014 and the Euro denominated 9% Senior Notes due 2014
4.6(a)	Indenture, dated as of August 9, 2006, among Nielsen Finance LLC, Nielsen Finance Co., the Guarantors named on the signature pages thereto and Law Debenture Trust Company of New York, as Trustee, for the 12 1/2% Senior Subordinated Discount Notes due 2016

II-5

EXHIBIT NUMBER	DESCRIPTION
4.6(b)	First Supplemental Indenture, dated as of October 16, 2006, among Radio and Records, Inc., an affiliate of Nielsen Finance LLC and Nielsen Finance Co., and Law Debenture Trust Company of New York, as Trustee, for the 12 1/2% Senior Subordinated Discount Notes
4.7	Registration Rights Agreement, dated as of August 9, 2006, between Nielsen Finance LLC, Nielsen Finance Co. and the Initial Purchasers named therein, for the 12 1/2% Senior Subordinated Discount Notes
4.8*	Offering Circular for the Euro Medium Term Note Programme, dated as of November 22, 2004
5.1*	Opinion of O’Melveny & Myers
5.2*	Opinion of Clifford Chance LLP
10.1†	Shareholders’ Agreement regarding VNU Group B.V., made as of December 21, 2006, among each of the AlpInvest Funds, each of the Blackstone Funds, each of the Carlyle Funds, each of the Hellman & Friedman Funds, each of the KKR Funds, each of the Thomas H. Lee Funds (all as listed on Schedule 1 thereto), Valcon Acquisition Holding (Luxembourg) S.A.R.L., Valcon Acquisition Holding B.V. and Valcon Acquisition B.V.
10.2†	Investment Agreement regarding Valcon Acquisition Holding (Luxembourg) S.A.R.L., made as of November 6, 2006, among each of the AlpInvest Funds, each of the Blackstone Funds, each of the Carlyle Funds, each of the Hellman & Friedman Funds, each of the KKR Funds, each of the Thomas H. Lee Funds (all as listed on Schedule 1 thereto), Valcon Acquisition Holding (Luxembourg) S.A.R.L. and Centerview Partners Holdings L.L.C.
10.3	Advisory Agreement, dated as of July 31, 2006, by and among ACN Holdings Inc. and Valcon Acquisition B.V.
10.4	Advisory Agreement, dated as of July 31, 2006, by and among VNU Inc. and Valcon Acquisition B.V.
10.5(a)	Employment Agreement, as amended, dated as of August 22, 2006, by and among David L. Calhoun, Valcon Acquisition Holding (Luxembourg) S.à r.l. and VNU, Inc.
10.5(b)	Side Letter to the Employment Agreement of David L. Calhoun, dated as of August 22, 2006
10.6*	Employment Arrangement, dated December 4, 2006, between VNU Group B.V. and Susan D. Whiting
10.7*	Separation Letter Agreement, dated April 20, 2007, by and between The Nielsen Company B.V. and Robert A. Ruijter
10.8*	Separation Letter Agreement, dated October 25, 2006, by and between VNU Group B.V. and Earl H. Doppelt
10.9*	Separation Letter Agreement, dated March 5, 2007, by and between The Nielsen Company B.V. and Steve Schmidt
10.10(a)	2006 Stock Acquisition and Option Plan for Key Employees of Valcon Acquisition Holding B.V. and its Subsidiaries (as amended and restated)
10.10(b)*	Form of Award Letter
10.10(c)*	Form of Severance Agreement
10.10(d)*	Severance Agreement, dated as of February 2, 2007, by and between VNU Group B.V., VNU, Inc. and Susan D. Whiting
10.10(e)*	Restricted Stock Unit Award Agreement, dated as of January 15, 2007, between Valcon Acquisition Holding B.V. and Susan D. Whiting

II-6

EXHIBIT NUMBER	DESCRIPTION
10.10(f)*	Stock Option Agreement, dated as of February 2, 2007, between Valcon Acquisition Holding B.V. and Susan D. Whiting
10.10(g)*	Sale Participation Agreement, dated as of February 2, 2007, between Valcon Acquisition Holding B.V. and Susan D. Whiting
10.10(h)*	Management Stockholder’s Agreement, dated as of February 2, 2007, between Valcon Acquisition Holding B.V., Valcon Acquisition Holding (Luxembourg) S.á.r.l. and Susan D. Whiting
10.11*	Form of Termination Protection Agreement
10.12*	VNU Excess Plan, frozen effective August 31, 2007
10.13*	Nonqualified Deferred Compensation Plan
12.1	Statement regarding Ratio of Earnings to Fixed Charges
21*	List of subsidiaries of The Nielsen Company B.V.
23.1	Consent of Ernst & Young LLP, an Independent Registered Public Accounting Firm
23.2	Consent of Ernst & Young Accountants, an Independent Registered Public Accounting Firm
23.3*	Consent of O’Melveny & Myers LLP (included in Exhibit 5.1)
23.4*	Consent of Clifford Chance LLP (included in Exhibit 5.2)
24.1	Powers of Attorney of the Directors and Officers of the Registrant’s (attached to signature pages)
25.1*	Form T-1 (Law Debenture Trust Company of New York)
33.1*	Letter(s) of Transmittal(s)
33.2*	Notice(s) of Guaranteed Delivery
33.3*	Letters to Broker
33.4*	Letters to Clients

* To be filed by amendment.

† The schedules and exhibits to these agreements are omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally to the SEC, upon request, a copy of any omitted schedule or exhibit.

II-7

(b) Financial Statement Schedule

THE NIELSEN COMPANY B.V.

Schedule II—Valuation and Qualifying Accounts

Description	Balance at beginning of period		Additions charged to expense	Acquisitions and divestitures		Deductions (1)		Effect of foreign currency translation		Balance at end of period
(IN MILLIONS)
Allowance for doubtful accounts and sales returns:
Predecessor
For the year ended December 31, 2004	$	46	27	(17	)	(17	)	2		$	41
For the year ended December 31, 2005	$	41	12	—		(14	)	(3	)	$	36
For the period ended May 23, 2006	$	36	7	—		(4	)	1		$	40
Successor
For the period ended December 31, 2006	$	39	3	(6	)	(7	)	—		$	29

(1) The charge-off of uncollectible accounts and issuance of credits for which a reserve was provided in prior periods.

Description	Balance at beginning of period		Movements charged to expense		Charged to other accounts		Acquisitions and divestitures		Effect of foreign currency translation		Balance at end of period
(IN MILLIONS)
Allowance for deferred taxes:
Predecessor
For the year ended December 31, 2004	$	273	(32	)	(21	)	(19	)	3		$	204
For the year ended December 31, 2005	$	204	22		(6	)	—		(5	)	$	215
For the period ended May 23, 2006	$	215	13		(28	)	—		(1	)	$	199
Successor
For the period ended December 31, 2006	$	199	—		(10	)	(10	)	—		$	179

Item 22. Undertakings.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually of in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-8

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for purposes of determining liability under the Securities Act of 1933 to any purchaser:

(i) Each prospectus filed pursuant to Rule 424(b) as part of the registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the act and will be governed by the final adjudication of such issue.

The undersigned Registrants hereby undertake to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

The undersigned Registrants hereby undertake to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-9

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York, on May 2, 2007.

THE NIELSEN COMPANY B.V.
By:	/s/    DAVID L. CALHOUN
	Name:	David L. Calhoun
	Title:	Chairman of the Executive Board, Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Harris Black his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/S/    DAVID L. CALHOUN         David L. Calhoun	Chief Executive Officer (Principal Executive Officer)	May 2, 2007
/S/    BRIAN J. WEST         Brian J. West	Chief Financial Officer (Principal Financial Officer)	May 2, 2007
/S/    DAVID BERGER         David Berger	Senior Vice President and Corporate Controller (Principal Accounting Officer)	May 2, 2007
/S/    IAIN LEIGH         Iain Leigh	Director	May 2, 2007
/S/    JAMES A. QUELLA         James A. Quella	Director	May 2, 2007
/S/    MICHAEL S. CHAE         Michael S. Chae	Director	May 2, 2007
/S/    ALLAN M. HOLT         Allan M. Holt	Director	May 2, 2007

II-10

Signature	Title	Date
/S/ JAMES M. KILTS         James M. Kilts	Director	May 2, 2007
/S/ JAMES A. ATTWOOD, JR.         James A. Attwood, Jr.	Director	May 2, 2007
/S/ PATRICK HEALY         Patrick Healy	Director	May 2, 2007
/S/ LORD CLIVE HOLLICK         Lord Clive Hollick	Director	May 2, 2007
/S/ ALEXANDER NAVAB         Alexander Navab	Director	May 2, 2007
/S/ SCOTT A. SCHOEN         Scott A. Schoen	Director	May 2, 2007
/S/ RICHARD J. BRESSLER         Richard J. Bressler	Director	May 2, 2007
/S/ DUDLEY G. EUSTACE         Dudley G. Eustace	Director	May 2, 2007
/S/ GERALD S. HOBBS         Gerald S. Hobbs	Director	May 2, 2007

II-11

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York, on May 2, 2007.

NIELSEN FINANCE LLC
By:	/S/ DAVID L. CALHOUN
	Name:	David L. Calhoun
	Title:	Chief Executive Officer and Director

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Harris Black his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/S/ DAVID L. CALHOUN         David L. Calhoun	Chief Executive Officer and Director (Principal Executive Officer)	May 2, 2007
/S/    ROB A. RUIJTER         Rob A. Ruijter	Chief Financial Officer (Principal Financial Officer)	May 2, 2007
/S/    DAVID E. BERGER         David E. Berger	Vice President, Finance (Principal Accounting Officer)	May 2, 2007
/S/    IAIN LEIGH         Iain Leigh	Director	May 2, 2007
/S/    JAMES A. QUELLA         James A. Quella	Director	May 2, 2007
/S/    MICHAEL S. CHAE         Michael S. Chae	Director	May 2, 2007
/S/    ALLAN M. HOLT         Allan M. Holt	Director	May 2, 2007

II-12

Signature	Title	Date
/S/ JAMES A. ATTWOOD, JR. James A. Attwood, Jr.	Director	May 2, 2007
/S/ PATRICK HEALY Patrick Healy	Director	May 2, 2007
/S/ LORD CLIVE HOLLICK Lord Clive Hollick	Director	May 2, 2007
/S/ ALEXANDER NAVAB Alexander Navab	Director	May 2, 2007
/S/ SCOTT A. SCHOEN Scott A. Schoen	Director	May 2, 2007
/S/ RICHARD J. BRESSLER Richard J. Bressler	Director	May 2, 2007

II-13

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York, on May 2, 2007.

NIELSEN FINANCE CO.
By:	/S/ DAVID L. CALHOUN
	Name:	David L. Calhoun
	Title:	Chief Executive Officer and Director

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Harris Black his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/S/ DAVID L. CALHOUN David L. Calhoun	Chief Executive Officer and Director (Principal Executive Officer)	May 2, 2007
/S/ ROB A. RUIJTER Rob A. Ruijter	Chief Financial Officer (Principal Financial Officer)	May 2, 2007
/S/ DAVID E. BERGER David E. Berger	Vice President, Finance (Principal Accounting Officer)	May 2, 2007
/S/ IAIN LEIGH Iain Leigh	Director	May 2, 2007
/S/ JAMES A. QUELLA James A. Quella	Director	May 2, 2007
/S/ MICHAEL S. CHAE Michael S. Chae	Director	May 2, 2007
/S/ ALLAN M. HOLT Allan M. Holt	Director	May 2, 2007

II-14

Signature	Title	Date
/S/ JAMES A. ATTWOOD, JR. James A. Attwood, Jr.	Director	May 2, 2007
/S/ PATRICK HEALY Patrick Healy	Director	May 2, 2007
/S/ LORD CLIVE HOLLICK Lord Clive Hollick	Director	May 2, 2007
/S/ ALEXANDER NAVAB Alexander Navab	Director	May 2, 2007
/S/ SCOTT A. SCHOEN Scott A. Schoen	Director	May 2, 2007
/S/ RICHARD J. BRESSLER Richard J. Bressler	Director	May 2, 2007

II-15

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York, on May 2, 2007.

A.C. NIELSEN (ARGENTINA) S.A.
By:	/S/ R. FORD DALLMEYER
	Name:	R. Ford Dallmeyer
	Title:	Chairman of the Board and President

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Harris Black his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/S/ R. FORD DALLMEYER R. Ford Dallmeyer	Chairman of the Board and President (Principal Executive Officer)	May 2, 2007
/S/ PETER K. GERSKY Peter K. Gersky	Vice President, Treasurer (Principal Financial Officer and Principal Accounting Officer)	May 2, 2007

II-16

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York, on May 2, 2007.

A.C. NIELSEN COMPANY
By:	/S/ R. FORD DALLMEYER
	Name:	R. Ford Dallmeyer
	Title:	Chairman of the Board and President

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Harris Black his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/S/ R. FORD DALLMEYER R. Ford Dallmeyer	Chairman of the Board and President (Principal Executive Officer)	May 2, 2007
/S/ PETER K. GERSKY Peter K. Gersky	Vice President, Treasurer (Principal Financial Officer and Principal Accounting Officer)	May 2, 2007

II-17

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York, on May 2, 2007.

AC NIELSEN (US), INC.
By:	/S/ JOHN J. LEWIS
	Name:	John J. Lewis
	Title:	President

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Harris Black his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/S/ JOHN J. LEWIS John J. Lewis	President and Director (Principal Executive Officer)	May 2, 2007
/S/CARLO FAVA Carlo Fava	Senior Vice President, Finance and Chief Financial Officer (Principal Financial Officer)	May 2, 2007
/S/ PETER K. GERSKY Peter K. Gersky	Vice President, Treasurer (Principal Accounting Officer)	May 2, 2007
/S/ R. FORD DALLMEYER R. Ford Dallmeyer	Senior Vice President, General Counsel and Director	May 2, 2007

II-18

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York, on May 2, 2007.

AC NIELSEN HCI, LLC
By:	PERQ/HCI, LLC, its sole member
	By:	/S/ JAMES A. ROSS
		Name:	James A. Ross
		Title:	Secretary

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Harris Black his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/S/ TOM DROUILLARD Tom Drouillard	President and Manager (Principal Executive Officer)	May 2, 2007
/S/ PETER K. GERSKY Peter K. Gersky	Treasurer and Manager (Principal Financial Officer and Principal Accounting Officer)	May 2, 2007
/S/ JAMES A. ROSS James A. Ross	Secretary and Manager	May 2, 2007

II-19

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York, on May 2, 2007.

ACN HOLDINGS, INC.
By:	/S/ THOMAS A. MASTRELLI
	Name:	Thomas A. Mastrelli
	Title:	President and Director

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Harris Black his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/S/ THOMAS A. MASTRELLI Thomas A. Mastrelli	President and Director (Principal Executive Officer)	May 2, 2007
/S/ DAVID E. BERGER David E. Berger	Vice President (Principal Financial Officer)	May 2, 2007
/S/ PETER K. GERSKY Peter K. Gersky	Vice President, Treasurer (Principal Accounting Officer)	May 2, 2007

II-20

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York, on May 2, 2007.

ACNIELSEN CORPORATION
By:	/S/ MICHAEL E. ELIAS
	Name:	Michael E. Elias
	Title:	President

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Harris Black his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/S/ MICHAEL E. ELIAS Michael E. Elias	President (Principal Executive Officer)	May 2, 2007
/S/ PETER K. GERSKY Peter K. Gersky	Vice President, Treasurer (Principal Financial Officer and Principal Accounting Officer)	May 2, 2007
/S/ THOMAS A. MASTRELLI Thomas A. Mastrelli	Director	May 2, 2007

II-21

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York, on May 2, 2007.

ACNIELSEN EDI II, LLC
By:	/S/ MICHAEL E. ELIAS
	Name:	Michael E. Elias
	Title:	President and Director

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Harris Black his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/S/ MICHAEL E. ELIAS Michael E. Elias	President and Director (Principal Executive Officer)	May 2, 2007
/S/ PETER K. GERSKY Peter K. Gersky	Treasurer (Principal Financial Officer and Principal Accounting Officer)	May 2, 2007

II-22

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York, on May 2, 2007.

ATHENIAN LEASING CORPORATION
By:	/S/ JAMES M. O’HARA
	Name:	James M. O’Hara
	Title:	President

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Harris Black his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/S/ JAMES M. O’HARA James M. O’Hara	President (Principal Executive Officer)	May 2, 2007
/S/ MICHAEL T. BOLAND Michael T. Boland	Executive Vice President, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer)	May 2, 2007
/S/ PETER K. GERSKY Peter K. Gersky	Chairman of the Board	May 2, 2007
/S/ JAMES A. ROSS James A. Ross	Director	May 2, 2007
/S/ FREDERICK A. STEINMANN Frederick A. Steinmann	Director	May 2, 2007

II-23

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York, on May 2, 2007.

BDS (CANADA), LLC
By:	Broadcast Data Systems, LLC, its sole member
	By:	/S/ JAMES A. ROSS
		Name:	James A. Ross
		Title:	Secretary

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Harris Black his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature		Title	Date
/S/ ROB SISCO Rob Sisco		President (Principal Executive Officer)	May 2, 2007
/S/ PETER K. GERSKY Peter K. Gersky		Treasurer (Principal Financial Officer and Principal Accounting Officer)	May 2, 2007
BROADCAST DATA SYSTEMS, LLC		Sole Member	May 2, 2007
By:	/S/ JAMES A. ROSS
	Name:James A. Ross Title:   Secretary

II-24

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York, on May 2, 2007.

BILLBOARD CAFES, INC.
By:	/S/ JAMES W. CUMINALE
	Name:	James W. Cuminale
	Title:	President and Director

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Harris Black his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/S/ JAMES W. CUMINALE James W. Cuminale	President and Director (Principal Executive Officer)	May 2, 2007
/S/ PETER K. GERSKY Peter K. Gersky	Treasurer (Principal Financial Officer and Principal Accounting Officer)	May 2, 2007

II-25

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York, on May 2, 2007.

BROADCAST DATA SYSTEMS, LLC
By:	Nielsen Entertainment, LLC, its sole member
	By:	/S/ HARRIS BLACK
		Name:	Harris Black
		Title:	Vice President and Assistant Secretary

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Harris Black his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/S/ ROB SISCO Rob Sisco	President (Principal Executive Officer)	May 2, 2007
/S/ PETER K. GERSKY Peter K. Gersky	Treasurer (Principal Financial Officer and Principal Accounting Officer)	May 2, 2007
NIELSEN ENTERTAINMENT, LLC	Sole Member	May 2, 2007

By:	/S/ HARRIS BLACK
	Name:	Harris Black
	Title:	Vice President and Assistant Secretary

II-26

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York, on May 2, 2007.

CLARITAS INC.
By:	/S/ JAMES W. CUMINALE
	Name:	James W. Cuminale
	Title:	President

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Harris Black his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/S/ JAMES W. CUMINALE James W. Cuminale	President (Principal Executive Officer)	May 2, 2007
/S/ PETER K. GERSKY Peter K. Gersky	Treasurer (Principal Financial Officer and Principal Accounting Officer)	May 2, 2007
/S/ FREDERICK A. STEINMANN Frederick A. Steinmann	Vice President and Director	May 2, 2007

II-27

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York, on May 2, 2007.

CONSUMER RESEARCH SERVICES, INC.
By:	/S/ THOMAS A. MASTRELLI
	Name:	Thomas A. Mastrelli
	Title:	President and Director

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Harris Black his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/S/ THOMAS A. MASTRELLI Thomas A. Mastrelli	President and Director (Principal Executive Officer)	May 2, 2007
/S/ PETER K. GERSKY Peter K. Gersky	Treasurer (Principal Financial Officer, Principal Accounting Officer)	May 2, 2007

II-28

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York, on May 2, 2007.

DECISIONS MADE EASY, INC.
By:	/S/ CARLO FAVA
	Name:	Carlo Fava
	Title:	President

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Harris Black his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/S/ CARLO FAVA Carlo Fava	President (Principal Executive Officer)	May 2, 2007
/S/ PETER K. GERSKY Peter K. Gersky	Treasurer, Vice President and Director (Principal Financial Officer and Principal Accounting Officer)	May 2, 2007
/S/ JAMES A. ROSS James A. Ross	Secretary, Vice President and Director	May 2, 2007

II-29

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York, on May 2, 2007.

EMIS (CANADA), LLC
By:	Nielsen Entertainment, LLC, its sole member
	By:	/S/ HARRIS BLACK
		Name:	Harris Black
		Title:	Vice President and Assistant Secretary

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Harris Black his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature		Title	Date
/S/ JOEL R. SISCO Joel R. Sisco		President (Principal Executive Officer)	May 2, 2007
/S/ PETER K. GERSKY Peter K. Gersky		Treasurer (Principal Financial Officer and Principal Accounting Officer)	May 2, 2007
NIELSEN ENTERTAINMENT, LLC		Sole Member	May 2, 2007
By:	/S/ HARRIS BLACK
	Name:  Harris Black Title:    Vice President and Assistant Secretary

II-30

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York, on May 2, 2007.

FOREMOST EXHIBITS, INC.
By:	/S/ GREG FARRAR
	Name:	Greg Farrar
	Title:	President

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Harris Black his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/S/ GREG FARRAR Greg Farrar	President (Principal Executive Officer)	May 2, 2007
/S/ PETER K. GERSKY Peter K. Gersky	Treasurer (Principal Financial Officer and Principal Accounting Officer)	May 2, 2007
/S/ MICHAEL MARCHESANO Michael Marchesano	Director	May 2, 2007

II-31

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York, on May 2, 2007.

GLOBAL MEDIA USA, LLC
By:	The Nielsen Company (US), Inc., its sole member
	By:	/S/ HARRIS BLACK
		Name:	Harris Black
		Title:	Vice President and Deputy General Counsel

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Harris Black his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature		Title	Date
/S/ STEVE JONES Steve Jones		President and Operating Manager (Principal Executive Officer)	May 2, 2007
/S/ RICHARD FITZGERALD Richard Fitzgerald		Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)	May 2, 2007
THE NIELSEN COMPANY (US), INC.		Sole Member	May 2, 2007
By:	/S/ HARRIS BLACK
	Name:  Harris Black Title:   Vice President and Deputy General Counsel

II-32

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York, on May 2, 2007.

INTERACTIVE MARKET SYSTEMS, INC.
By:	/S/ GEORGE WISHART
	Name:	George Wishart
	Title:	President

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Harris Black his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/S/ GEORGE WISHART George Wishart	President (Principal Executive Officer)	May 2, 2007
/S/ GLEN MARKOWSKI Glen Markowski	Treasurer (Principal Financial Officer and Principal Accounting Officer)	May 2, 2007
/S/ JAMES O’HARA James O’Hara	Director	May 2, 2007
/S/ FREDERICK STEINMANN Frederick Steinmann	Director	May 2, 2007

II-33

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York, on May 2, 2007.

MFI HOLDINGS, INC.
By:	/S/ GREG FARRAR
	Name:	Greg Farrar
	Title:	President

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Harris Black his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/S/ GREG FARRAR Greg Farrar	President (Principal Executive Officer)	May 2, 2007
/S/ DEREK IRWIN Derek Irwin	Chief Financial Officer (Principal Financial Officer)	May 2, 2007
/S/ PETER K. GERSKY Peter K. Gersky	Treasurer (Principal Accounting Officer)	May 2, 2007
/S/ MICHAEL MARCHESANO Michael Marchesano	Director	May 2, 2007

II-34

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York, on May 2, 2007.

NIELSEN BUSINESS MEDIA, INC.
By:	/S/ GREG FARRAR
	Name:	Greg Farrar
	Title:	Chief Operating Officer and Director

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Harris Black his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/S/ GREG FARRAR Greg Farrar	Chief Operating Officer and Director (Principal Executive Officer)	May 2, 2007
/S/ KIRK MILLER Kirk Miller	Chief Financial Officer (Principal Financial Officer)	May 2, 2007
/S/ PETER K. GERSKY Peter K. Gersky	Treasurer (Principal Accounting Officer)	May 2, 2007
/S/ THOMAS A. MASTRELLI Thomas A. Mastrelli	Director	May 2, 2007

II-35

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York, on May 2, 2007.

THE NIELSEN COMPANY (US), INC.
By:	/S/ DAVID L. CALHOUN
	Name:	David L. Calhoun
	Title:	President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Harris Black his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/S/ DAVID L. CALHOUN David L. Calhoun	President and Chief Executive Officer (Principal Executive Officer)	May 2, 2007
/S/ DAVID E. BERGER David E. Berger	Chief Financial Officer (Principal Financial Officer)	May 2, 2007
/S/ PETER K. GERSKY Peter K. Gersky	Treasurer (Principal Accounting Officer)	May 2, 2007
/S/ JAMES W. CUMINALE James W. Cuminale	Director	May 2, 2007
/S/ THOMAS A. MASTRELLI Thomas A. Mastrelli	Director	May 2, 2007

II-36

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York, on May 2, 2007.

NIELSEN EDI, INC.
By:	/S/ MICHAEL J. DUFFY
	Name:	Michael J. Duffy
	Title:	President and Director

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Harris Black his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/S/ MICHAEL J. DUFFY Michael J. Duffy	President and Director (Principal Executive Officer)	May 2, 2007
/S/ GLEN MARKOWSKI Glen Markowski	Vice President and Chief Financial Officer (Principal Financial Officer)	May 2, 2007
/S/ PETER K. GERSKY Peter K. Gersky	Vice President and Treasurer (Principal Accounting Officer)	May 2, 2007

II-37

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York, on May 2, 2007.

NIELSEN ENTERTAINMENT, LLC
By:	VNU Marketing Information, Inc., its sole member
	By:	/S/ JAMES A. ROSS
		Name:	James A. Ross
		Title:	Secretary

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Harris Black his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature		Title	Date
/S/ MICHAEL MARCHESANO Michael Marchesano		President and Chief Executive Officer (Principal Executive Officer)	May 2, 2007
/S/ GLEN MARKOWSKI Glen Markowski		Vice President and Chief Financial Officer (Principal Financial Officer)	May 2, 2007
/S/ PETER K. GERSKY Peter K. Gersky		Treasurer (Principal Accounting Officer)	May 2, 2007
VNU MARKETING INFORMATION, INC.		Sole Member	May 2, 2007
By:	/S/ JAMES A. ROSS
	Name:James A. Ross Title:   Secretary

II-38

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York, on May 2, 2007.

NIELSEN HOLDINGS, INC. NIELSEN LEASING CORPORATION PANEL INTERNATIONAL S.A.
By:	/S/ R. FORD DALLMEYER
	Name:	R. Ford Dallmeyer
	Title:	Chairman of the Board and President

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Harris Black his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/S/ R. FORD DALLMEYER R. Ford Dallmeyer	Chairman of the Board and President (Principal Executive Officer)	May 2, 2007
/S/ PETER K. GERSKY Peter K. Gersky	Vice President, Treasurer (Principal Financial Officer and Principal Accounting Officer)	May 2, 2007

II-39

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York, on May 2, 2007.

NIELSEN MEDIA RESEARCH, INC.
By:	/S/ SUSAN WHITING
	Name:	Susan Whiting
	Title:	President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Harris Black his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/S/ SUSAN WHITING Susan Whiting	President and Chief Executive Officer (Principal Executive Officer)	May 2, 2007
/S/ JAMES M. O’HARA James M. O’Hara	Senior Vice President and Chief Financial Officer—MMI Global and Director (Principal Financial Officer)	May 2, 2007
/S/ PETER K. GERSKY Peter K. Gersky	Treasurer (Principal Accounting Officer)	May 2, 2007
/S/ JAMES W. CUMINALE James W. Cuminale	Director	May 2, 2007
/S/ DAVID BERGER David Berger	Director	May 2, 2007

II-40

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York, on May 2, 2007.

NIELSEN NATIONAL RESEARCH GROUP, INC.
By:	/S/ KEVIN YODER
	Name:	Kevin Yoder
	Title:	Chief Operating Officer and Director

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Harris Black his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/S/ KEVIN YODER Kevin Yoder	Chief Operating Officer and Director (Principal Executive Officer)	May 2, 2007
/S/ JAMES O’HARA James O’Hara	Chief Financial Officer and Director (Principal Financial Officer)	May 2, 2007
/S/ PETER K. GERSKY Peter K. Gersky	Treasurer (Principal Accounting Officer)	May 2, 2007

II-41

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York, on May 2, 2007.

NMR INVESTING I, INC.
By:	/S/ JAMES M. O’HARA
	Name:	James M. O’Hara
	Title:	President

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Harris Black his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/S/ JAMES M. O’HARA James M. O’Hara	President (Principal Executive Officer)	May 2, 2007
/S/ MICHAEL T. BOLAND Michael T. Boland	Executive Vice President, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer)	May 2, 2007
/S/ PETER K. GERSKY Peter K. Gersky	Chairman of the Board and Executive Vice President	May 2, 2007
/S/ JAMES A. ROSS James A. Ross	Director	May 2, 2007
/S/ FREDERICK A. STEINMANN Frederick A. Steinmann	Director	May 2, 2007

II-42

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York, on May 2, 2007.

NMR LICENSING ASSOCIATES, L.P.
By:	NMR Investing I, Inc., its general partner
	By:	/S/ JAMES M. O’HARA
		Name:	James M. O’Hara
		Title:	President

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Harris Black his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/S/ JAMES M. O’HARA James M. O’Hara	Responsible Officer (Principal Executive Officer)	May 2, 2007
/S/ MICHAEL T. BOLAND Michael T. Boland	Responsible Officer and Director of the general partner, NMR Investing I, Inc. (Principal Financial Officer)	May 2, 2007
/S/ PETER K. GERSKY Peter K. Gersky	Responsible Officer and Chairman of the Board of the general partner, NMR Investing I, Inc. (Principal Accounting Officer)	May 2, 2007
/S/ JAMES A. ROSS James A. Ross	Director of the general partner, NMR Investing I, Inc.	May 2, 2007
/S/ FREDERICK A. STEINMANN Frederick A. Steinmann	Director of the general partner, NMR Investing I, Inc.	May 2, 2007

II-43

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York, on May 2, 2007.

PERQ/HCI, LLC
By:	VNU Marketing Information, Inc., its sole member
	By:	/S/ JAMES A. ROSS
		Name:	James A. Ross
		Title:	Secretary

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Harris Black his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature		Title	Date
/S/ TOM DROUILLARD Tom Drouillard		President and Manager (Principal Executive Officer)	May 2, 2007
/S/ PETER K. GERSKY Peter K. Gersky		Treasurer and Manager (Principal Financial Officer and Principal Accounting Officer)	May 2, 2007
VNU MARKETING INFORMATION, INC.		Sole Member	May 2, 2007
By:	/S/ JAMES A. ROSS
	Name: James A. Ross Title:   Secretary

II-44

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York, on May 2, 2007.

RADIO AND RECORDS, INC.
By:	/S/ ERICA FARBER
	Name:	Erica Farber
	Title:	President

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Harris Black his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/S/ ERICA FARBER Erica Farber	President (Principal Executive Officer)	May 2, 2007
/S/ CHUCK CUNNINGHAM Chuck Cunningham	Vice President and Chief Financial Officer (Principal Financial Officer)	May 2, 2007
/S/ PETER K. GERSKY Peter K. Gersky	Treasurer (Principal Accounting Officer)	May 2, 2007
/S/ JAMES W. CUMINALE James W. Cuminale	Director	May 2, 2007
/S/ JAMES O’HARA James O’Hara	Director	May 2, 2007
/S/ HARRIS BLACK Harris Black	Director	May 2, 2007

II-45

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York, on May 2, 2007.

SPECTRA MARKETING SYSTEMS, INC.
By:	/S/ TIM KREGOR
	Name:	Tim Kregor
	Title:	President and Director

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Harris Black his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/S/ TIM KREGOR Tim Kregor	President and Director (Principal Executive Officer)	May 2, 2007
/S/ JAMES FRANKE James Franke	Chief Financial Officer (Principal Financial Officer)	May 2, 2007
/S/ PETER K. GERSKY Peter K. Gersky	Treasurer (Principal Accounting Officer)	May 2, 2007
/S/ JAMES W. CUMINALE James W. Cuminale	Director	May 2, 2007

II-46

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York, on May 2, 2007.

SRDS, INC.
By:	/S/ TOM DROUILLARD
	Name:	Tom Drouillard
	Title:	President

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Harris Black his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/S/ TOM DROUILLARD Tom Drouillard	President (Principal Executive Officer)	May 2, 2007
/S/ PETER K. GERSKY Peter K. Gersky	Treasurer (Principal Financial Officer and Principal Accounting Officer)	May 2, 2007
/S/ SUSAN WHITING Susan Whiting	Director	May 2, 2007
/S/ JAMES M. O’HARA James M. O’Hara	Director	May 2, 2007

II-47

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York, on May 2, 2007.

TRADE DIMENSIONS INTERNATIONAL, INC.
By:	/S/ TIM KREGOR
	Name:	Tim Kregor
	Title:	President

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Harris Black his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/S/ TIM KREGOR Tim Kregor	President (Principal Executive Officer)	May 2, 2007
/S/ JAMES FRANKE James Franke	Chief Financial Officer (Principal Financial Officer)	May 2, 2007
/S/ PETER K. GERSKY Peter K. Gersky	Treasurer (Principal Accounting Officer)	May 2, 2007
/S/ THOMAS A. MASTRELLI Thomas A. Mastrelli	Director	May 2, 2007
/S/ MATTHEW O’LAUGHLIN Matthew O’Laughlin	Director	May 2, 2007
/S/ FREDERICK A. STEINMANN Frederick A. Steinmann	Director	May 2, 2007

II-48

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York, on May 2, 2007.

VNU MARKETING INFORMATION, INC.
By:	/S/ JAMES W. CUMINALE
	Name:	James W. Cuminale
	Title:	Chairman of the Board, Chief Executive Officer and President

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Harris Black his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/S/ JAMES W. CUMINALE James W. Cuminale	Chairman of the Board, Chief Executive Officer and President (Principal Executive Officer)	May 2, 2007
/S/ PETER K. GERSKY Peter K. Gersky	Treasurer (Principal Financial Officer and Principal Accounting Officer)	May 2, 2007

II-49

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York, on May 2, 2007.

VNU MEDIA MEASUREMENT & INFORMATION, INC.
By:	/S/ SUSAN WHITING
	Name:	Susan Whiting
	Title:	Chairman of the Board, President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Harris Black his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/S/ SUSAN WHITING Susan Whiting	Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)	May 2, 2007
/S/ JANE RODE Jane Rode	Senior Vice President and Chief Financial Officer (Principal Financial Officer)	May 2, 2007
/S/ JAMES M. O’HARA James M. O’Hara	Senior Vice President, Chief Accounting Officer and Director (Principal Accounting Officer)	May 2, 2007

II-50

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York, on May 2, 2007.

VNU/SRDS MANAGEMENT CO., INC.
By:	/S/ TOM DROUILLARD
	Name:	Tom Drouillard
	Title:	President

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Harris Black his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/S/ TOM DROUILLARD Tom Drouillard	President (Principal Executive Officer)	May 2, 2007
/S/ GLEN MARKOWSKI Glen Markowski	Chief Financial Officer (Principal Financial Officer)	May 2, 2007
/S/ PETER K. GERSKY Peter K. Gersky	Treasurer (Principal Accounting Officer)	May 2, 2007
/S/ FREDERICK A. STEINMANN Frederick A. Steinmann	Director	May 2, 2007

II-51

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York, on May 2, 2007.

VNU USA PROPERTY MANAGEMENT, INC.
By:	/S/ ROB A. RUIJTER
	Name:	Rob A. Ruijter
	Title:	President, Chief Executive Officer and Chairman of the Board

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Harris Black his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/S/ ROB A. RUIJTER Rob A. Ruijter	President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer)	May 2, 2007
/S/ DAVID E. BERGER David E. Berger	Chief Financial Officer (Principal Financial Officer)	May 2, 2007
/S/ PETER K. GERSKY Peter K. Gersky	Treasurer (Principal Accounting Officer)	May 2, 2007
/S/ THOMAS A. MASTRELLI Thomas A. Mastrelli	Chief Operating Officer and Director	May 2, 2007

II-52

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Haarlem, in the country of The Netherlands, on May 2, 2007.

VNU HOLDING AND FINANCE B.V.
By:	/S/ M.J. BORKINK
	Name:	M.J. Borkink
	Title:	Managing Director
By:	/S/ F.W.H. VOSKENS
	Name:	F.W.H. Voskens
	Title:	Proxy Holder

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Harris Black his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/S/ M.J. BORKINK M.J. Borkink	Managing Director (Principal Executive Officer and Principal Financial Officer)	May 2, 2007
/S/ M.A.J. DE HAAS M.A.J. de Haas	Managing Director (Principal Accounting Officer)	May 2, 2007

II-53

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Haarlem, in the country of The Netherlands, on May 2, 2007.

VNU HOLDINGS B.V.
By:	/S/ F.W.H. VOSKENS
	Name:	F.W.H. Voskens
	Title:	Proxy Holder

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Harris Black his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/S/ M.J. BORKINK M.J. Borkink	Managing Director (Principal Executive Officer and Principal Financial Officer)	May 2, 2007
/S/ M.A.J. DE HAAS M.A.J. de Haas	Managing Director (Principal Accounting Officer)	May 2, 2007

II-54

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Haarlem, in the country of The Netherlands, on May 2, 2007.

VNU INTERMEDIATE HOLDING B.V.
By:	/S/ M.J. BORKINK
	Name:	M.J. Borkink
	Title:	Managing Director
By:	/S/ F.W.H. VOSKENS
	Name:	F.W.H. Voskens
	Title:	Proxy Holder

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Harris Black his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/S/ M.J. BORKINK M.J. Borkink	Managing Director (Principal Executive Officer and Principal Financial Officer)	May 2, 2007
/S/ M.A.J. DE HAAS M.A.J. de Haas	Managing Director (Principal Accounting Officer)	May 2, 2007

II-55

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Haarlem, in the country of The Netherlands, on May 2, 2007.

VNU INTERNATIONAL B.V.
By:	/S/ F.W.H. VOSKENS
	Name:	F.W.H. Voskens
	Title:	Proxy Holder

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Harris Black his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/S/ M.J. BORKINK M.J. Borkink	Managing Director (Principal Executive Officer and Principal Financial Officer)	May 2, 2007
/S/ M.A.J. DE HAAS M.A.J. de Haas	Managing Director (Principal Accounting Officer)	May 2, 2007

II-56

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Haarlem, in the country of The Netherlands, on May 2, 2007.

VNU SERVICES B.V.
By:	/S/ F.W.H. VOSKENS
	Name:	F.W.H. Voskens
	Title:	Proxy Holder

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Harris Black his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/S/ M.J. BORKINK M.J. Borkink	Managing Director (Principal Executive Officer and Principal Financial Officer)	May 2, 2007
/S/ M.A.J. DE HAAS M.A.J. de Haas	Managing Director (Principal Accounting Officer)	May 2, 2007

II-57

EXHIBIT INDEX

EXHIBIT NUMBER	DESCRIPTION
2.1(a)	Merger Protocol, made as of March 8, 2006, between Valcon Acquisition B.V. and VNU N.V.
2.1(b)	First Amendment to the Merger Protocol, made as of May 4, 2006, between Valcon Acquisition B.V. and VNU N.V.
3.1	Articles of Association of The Nielsen Company B.V.
3.2	Certificate of Formation of Nielsen Finance LLC
3.3	Limited Liability Company Agreement of Nielsen Finance LLC
3.4	Certificate of Incorporation of Nielsen Finance Co.
3.5	Bylaws of Nielsen Finance Co.
3.6	Certificate of Incorporation of A.C. Nielsen (Argentina) S.A.
3.7	Bylaws of A.C. Nielsen (Argentina) S.A.
3.8	Certificate of Incorporation of A.C. Nielsen Company
3.9	Bylaws of A.C. Nielsen Company
3.10	Certificate of Incorporation of AC Nielsen (US), Inc.
3.11	Bylaws of AC Nielsen (US), Inc.
3.12	Certificate of Formation of AC Nielsen HCI, LLC
3.13	Operating Agreement of AC Nielsen HCI, LLC
3.14	Certificate of Incorporation of ACN Holdings, Inc.
3.15	Bylaws of ACN Holdings, Inc.
3.16	Certificate of Incorporation of ACNielsen Corporation
3.17	Bylaws of ACNielsen Corporation
3.18*	Certificate of Incorporation of ACNielsen EDI II, Inc.
3.19*	Bylaws of ACNielsen EDI II, Inc.
3.20*	Certificate of Formation of ART Holding, L.L.C.
3.21	Certificate of Incorporation of Athenian Leasing Corporation
3.22	Bylaws of Athenian Leasing Corporation
3.23	Certificate of Formation of BDS (Canada), LLC
3.24	Operating Agreement of BDS (Canada), LLC
3.25	Certificate of Incorporation of Billboard Cafes, Inc.
3.26	Bylaws of Billboard Cafes, Inc.
3.27	Certificate of Formation of Broadcast Data Systems, LLC
3.28	Operating Agreement of Broadcast Data Systems, LLC
3.29	Certificate of Incorporation of Claritas Inc.
3.30	Bylaws of Claritas Inc.

1

EXHIBIT NUMBER	DESCRIPTION
3.31	Certificate of Incorporation of Consumer Research Services, Inc.
3.32	Bylaws of Consumer Research Services, Inc.
3.33*	Certificate of Formation of CZT/ACN Trademarks, L.L.C.
3.34*	Limited Liability Company Agreement of CZT/ACN Trademarks, L.L.C.
3.35*	Articles of Incorporation of Decisions Made Easy, Inc.
3.36*	Bylaws of Decisions Made Easy, Inc.
3.37	Certificate of Formation of EMIS (Canada), LLC
3.38	Operating Agreement of EMIS (Canada), LLC
3.39*	Articles of Incorporation of Foremost Exhibits, Inc.
3.40	Certificate of Formation of Global Media USA, LLC
3.41	Operating Agreement of Global Media USA, LLC
3.42*	Certificate of Incorporation of Interactive Market Systems, Inc.
3.43*	Bylaws of Interactive Market Systems, Inc.
3.44	Certificate of Incorporation of MFI Holdings, Inc.
3.45*	Certificate of Formation of Neslein Holding, L.L.C.
3.46	Certificate of Incorporation of Nielsen Business Media, Inc.
3.47	Bylaws of Nielsen Business Media, Inc.
3.48*	Certificate of Incorporation of The Nielsen Company (US), Inc.
3.49*	Bylaws of The Nielsen Company (US), Inc.
3.50*	Articles of Incorporation of Nielsen EDI, LLC
3.51*	Bylaws of Nielsen EDI, LLC
3.52	Certificate of Formation of Nielsen Entertainment, LLC
3.53	Operating Agreement of Nielsen Entertainment, LLC
3.54	Certificate of Incorporation of Nielsen Holdings, Inc.
3.55	Bylaws of Nielsen Holdings, Inc.
3.56	Certificate of Incorporation of Nielsen Leasing Corporation
3.57	Bylaws of Nielsen Leasing Corporation
3.58	Certificate of Incorporation of Nielsen Media Research, Inc.
3.59	Bylaws of Nielsen Media Research, Inc.
3.60*	Articles of Incorporation of Nielsen National Research Group, Inc.
3.61*	Bylaws of Nielsen National Research Group, Inc.
3.62	Certificate of Incorporation of NMR Investing I, Inc.
3.63	Bylaws of NMR Investing I, Inc.

2

EXHIBIT NUMBER	DESCRIPTION
3.64	Certificate of Limited Partnership of NMR Licensing Associates, L.P.
3.65	Agreement of Limited Partnership of NMR Licensing Associates, L.P.
3.66	Certificate of Incorporation of Panel International S.A.
3.67	Bylaws of Panel International S.A.
3.68	Certificate of Formation of PERQ/HCI, LLC
3.69	Operating Agreement of PERQ/HCI, LLC
3.70*	Articles of Incorporation of Radio and Records, Inc.
3.71*	Bylaws of Radio and Records, Inc.
3.72	Certificate of Incorporation of Spectra Marketing Systems, Inc.
3.73	Bylaws of Spectra Marketing Systems, Inc.
3.74	Certificate of Incorporation of SRDS, Inc.
3.75	Bylaws of SRDS, Inc.
3.76	Certificate of Incorporation of Trade Dimensions International, Inc.
3.77	Bylaws of Trade Dimensions International, Inc.
3.78	Certificate of Incorporation of VNU Marketing Information, Inc.
3.79	Bylaws of VNU Marketing Information, Inc.
3.80	Certificate of Incorporation of VNU Media Measurement & Information, Inc.
3.81	Bylaws of VNU Media Measurement & Information, Inc.
3.82	Certificate of Incorporation of VNU/SRDS Management Co., Inc.
3.83	Bylaws of VNU/SRDS Management Co., Inc.
3.84*	Certificate of Incorporation of VNU USA Property Management, Inc.
3.85*	Bylaws of VNU USA Property Management, Inc.
3.86*	Articles of Association of VNU Holding and Finance B.V.
3.87*	Articles of Association of VNU Holdings B.V.
3.88*	Articles of Association of VNU Intermediate Holding B.V.
3.89*	Articles of Association of VNU International B.V.
3.90*	Articles of Association of VNU Services B.V.
4.1(a)	Credit Agreement, dated as of August 9, 2006, among Nielsen Finance LLC, as a U.S. Borrower, VNU, Inc., as a U.S. Borrower, VNU Holding and Finance B.V., as Dutch Borrower, the Guarantors thereto from time to time, Citibank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, ABN AMRO Bank N.V., as Swing Line Lender, the other Lenders party thereto from time to time, Deutsche Bank Securities Inc., as Syndication Agent, and JPMorgan Chase Bank, N.A., ABN AMRO Bank N.V. and ING Bank N.V., as Co-Documentation Agents
4.1(b)	Security Agreement, dated as of August 9, 2006, among Nielsen Finance LLC, the other Grantors named therein and Citibank, N.A. as Collateral Agent
4.1(c)	Intellectual Property Security Agreement, dated as of August 9, 2006, among Nielsen Finance LLC, the other Grantors named therein and Citibank, N.A. as Collateral Agent

3

EXHIBIT NUMBER	DESCRIPTION
4.2	Indenture, dated as of August 9, 2006, between VNU Group B.V. and Law Debenture Trust Company of New York, as Trustee, for the 11 1/8% Senior Discount Notes due 2016
4.3	Registration Rights Agreement, dated as of August 9, 2006, between VNU Group B.V. and the Initial Purchasers named therein, for the 11 1/8% Senior Discount Notes due 2016
4.4(a)	Indenture, dated as of August 9, 2006, among Nielsen Finance LLC, Nielsen Finance Co., the Guarantors named on the signature pages thereto and Law Debenture Trust Company of New York, as Trustee, for the U.S. Dollar denominated 10% Senior Notes due 2014 and the Euro denominated 9% Senior Notes due 2014
4.4(b)	First Supplemental Indenture, dated as of October 16, 2006, among Radio and Records, Inc., an affiliate of Nielsen Finance LLC and Nielsen Finance Co., and Law Debenture Trust Company of New York, as Trustee, for the U.S. Dollar denominated 10% Senior Notes due 2014 and the Euro denominated 9% Senior Notes due 2014
4.5	Registration Rights Agreement, dated as of August 9, 2006, between Nielsen Finance LLC, Nielsen Finance Co. and the Initial Purchasers named therein, for the U.S. Dollar denominated 10% Senior Notes due 2014 and the Euro denominated 9% Senior Notes due 2014
4.6(a)	Indenture, dated as of August 9, 2006, among Nielsen Finance LLC, Nielsen Finance Co., the Guarantors named on the signature pages thereto and Law Debenture Trust Company of New York, as Trustee, for the 12 1/2% Senior Subordinated Discount Notes due 2016
4.6(b)	First Supplemental Indenture, dated as of October 16, 2006, among Radio and Records, Inc., an affiliate of Nielsen Finance LLC and Nielsen Finance Co., and Law Debenture Trust Company of New York, as Trustee, for the 12 1/2% Senior Subordinated Discount Notes
4.7	Registration Rights Agreement, dated as of August 9, 2006, between Nielsen Finance LLC, Nielsen Finance Co. and the Initial Purchasers named therein, for the 12 1/2% Senior Subordinated Discount Notes
4.8*	Offering Circular for the Euro Medium Term Note Programme, dated as of November 22, 2004
5.1*	Opinion of O’Melveny & Myers
5.2*	Opinion of Clifford Chance LLP
10.1†	Shareholders’ Agreement regarding VNU Group B.V., made as of December 21, 2006, among each of the AlpInvest Funds, each of the Blackstone Funds, each of the Carlyle Funds, each of the Hellman & Friedman Funds, each of the KKR Funds, each of the Thomas H. Lee Funds (all as listed on Schedule 1 thereto), Valcon Acquisition Holding (Luxembourg) S.A.R.L., Valcon Acquisition Holding B.V. and Valcon Acquisition B.V.
10.2†	Investment Agreement regarding Valcon Acquisition Holding (Luxembourg) S.A.R.L., made as of November 6, 2006, among each of the AlpInvest Funds, each of the Blackstone Funds, each of the Carlyle Funds, each of the Hellman & Friedman Funds, each of the KKR Funds, each of the Thomas H. Lee Funds (all as listed on Schedule 1 thereto), Valcon Acquisition Holding (Luxembourg) S.A.R.L. and Centerview Partners Holdings L.L.C.
10.3	Advisory Agreement, dated as of July 31, 2006, by and among ACN Holdings Inc. and Valcon Acquisition B.V.
10.4	Advisory Agreement, dated as of July 31, 2006, by and among VNU Inc. and Valcon Acquisition B.V.
10.5(a)	Employment Agreement, as amended, dated as of August 22, 2006, by and among David L. Calhoun, Valcon Acquisition Holding (Luxembourg) S.à r.l. and VNU, Inc.

4

EXHIBIT NUMBER	DESCRIPTION
10.5(b)	Side Letter to the Employment Agreement of David L. Calhoun, dated as of August 22, 2006
10.6*	Employment Arrangement, dated December 4, 2006, between VNU Group B.V. and Susan D. Whiting
10.7*	Separation Letter Agreement, dated April 20, 2007, by and between The Nielsen Company B.V. and Robert A. Ruijter
10.8*	Separation Letter Agreement, dated October 25, 2006, by and between VNU Group B.V. and Earl H. Doppelt
10.9*	Separation Letter Agreement, dated March 5, 2007, by and between The Nielsen Company B.V. and Steve Schmidt
10.10(a)	2006 Stock Acquisition and Option Plan for Key Employees of Valcon Acquisition Holding B.V. and its Subsidiaries (as amended and restated)
10.10(b)*	Form of Award Letter
10.10(c)*	Form of Severance Agreement
10.10(d)*	Severance Agreement, dated as of February 2, 2007, by and between VNU Group B.V., VNU, Inc. and Susan D. Whiting
10.10(e)*	Restricted Stock Unit Award Agreement, dated as of January 15, 2007, between Valcon Acquisition Holding B.V. and Susan D. Whiting
10.10(f)*	Stock Option Agreement, dated as of February 2, 2007, between Valcon Acquisition Holding B.V. and Susan D. Whiting
10.10(g)*	Sale Participation Agreement, dated as of February 2, 2007, between Valcon Acquisition Holding B.V. and Susan D. Whiting
10.10(h)*	Management Stockholder’s Agreement, dated as of February 2, 2007, between Valcon Acquisition Holding B.V., Valcon Acquisition Holding (Luxembourg) S.á.r.l. and Susan D. Whiting
10.11*	Form of Termination Protection Agreement
10.12*	VNU Excess Plan, frozen effective August 31, 2007
10.13*	Nonqualified Deferred Compensation Plan
12.1	Statement regarding Ratio of Earnings to Fixed Charges
21*	List of subsidiaries of The Nielsen Company B.V.
23.1	Consent of Ernst & Young LLP, an Independent Registered Public Accounting Firm
23.2	Consent of Ernst & Young Accountants, an Independent Registered Public Accounting Firm
23.3*	Consent of O’Melveny & Myers LLP (included in Exhibit 5.1)
23.4*	Consent of Clifford Chance LLP (included in Exhibit 5.2)
24.1	Powers of Attorney of the Directors and Officers of the Registrant’s (attached to signature pages)
25.1*	Form T-1 (Law Debenture Trust Company of New York)
33.1*	Letter(s) of Transmittal(s)
33.2*	Notice(s) of Guaranteed Delivery
33.3*	Letters to Broker
33.4*	Letters to Clients

* To be filed by amendment.

† The schedules and exhibits to these agreements are omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally to the SEC, upon request, a copy of any omitted schedule or exhibit.

5

EX-2.1(A)

Exhibit 2.1(a)

LIMITED LIABILITY PARTNERSHIP ADVOCATEDN BELASTINGADVISEURS SOLICITORS   Execution Copy

VALCON ACQUISITION B.V.

AND

VNU N.V.

MERGER PROTOCOL

CONTENTS

Clause		Page
1. the Offer		3
2. Rationale of the Offer, delisting and Squeeze out		5
3. Composition Supervisory Board		6
4. Business Strategy and Future Governance		7
5. recommendation and support		9
6. pre-Offer Conditions		9
7. Offer Conditions		14
8. ANTI-TRUST		17
9. undertakings and interim period		18
10. Non-Solicitation And Alternative Proposals		27
11. Competing Offer		30
12. confidentiality		31
13. costs		32
14. termination		32
15. Miscellaneous		34
16. Assignment		35
17. Notices and Place of Residence		35
18. Governing Law and Forum		37
SCHEDULE	M FAIRNESS OPINION ROTHSCHILD	39
SCHEDULE	N FAIRNESS OPINION CREDIT SUISSE	40
SCHEDULE	1.6 ANNOUNCEMENT	41
SCHEDULE	4.2 STRATEGIC BUSINESS PLAN	42
SCHEDULE	5 BOARD RESOLUTIONS	43
SCHEDULE	6.1.5 RESIGNATION LETTERS	44
SCHEDULE	6.1.7 PRIOR FINANCIAL INFORMATION	45
SCHEDULE	6.1.13A SENIOR MANAGEMENT TEAM	46
SCHEDULE	6.1.13B BRING DOWN STATEMENT	47
SCHEDULE	6.2.2 WORKPAPERS	48
SCHEDULE	6.2.3 INTERIM FINANCIAL INFORMATION	49

SCHEDULE	7.1.9 ANTI-TRUST FILINGS - OFFER CONDITION	50
SCHEDULE	8.1.2 ANTITRUST FILINGS - NO OFFER CONDITION	51
SCHEDULE	9.1 INTERIM UNDERTAKINGS	52
SCHEDULE	9.2.1 AMENDMENTS TO THE ARTICLES OF ASSOCIATION	56
SCHEDULE	9.3.4 EMPLOYEE UNDERTAKINGS	57
SCHEDULE	9.9.1A EXISTING DEBT	61
SCHEDULE	9.9.1B GUARANTEE	63
SCHEDULE	9.11 PRIORITY FOUNDATION	64
SCHEDULE	DEFINITIONS	66

This MERGER PROTOCOL is made on 8 March 2006 between:

1. VALCON ACQUISITION B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands, having its seat (statutaire zetel) in Amsterdam, The Netherlands and its principal place of business at Jachthavenweg 118, 1081 KJ Amsterdam, The Netherlands, registered with the Commercial Register under number 34241179 (the “Offeror”); and

2. VNU N.V., a public limited liability company, duly incorporated and validly existing under the laws of The Netherlands, with its corporate seat in Haarlem and having its address at Ceylonpoort 5, 2037 AA Haarlem, The Netherlands, (the “Company” and together the “Parties” and each also a “Party”).

WHEREAS:

(A) The Company and its subsidiaries, group companies and affiliates (the “Group”) are engaged in the information and media business;

(B) The Ordinary Shares and the 7% Preferred Shares (both as defined below) are listed on Eurolist by Euronext Amsterdam N.V. (“Euronext”);

(C) At the date of this merger protocol (the “Merger Protocol”), the Company’s issued and outstanding share capital comprises: (i) ordinary shares with a nominal value of EUR 0.20 each (the “Ordinary Shares”), of which 15,000 are held by the Company (the “Treasury Shares”), 257,256,630 of which are outstanding as of the date hereof in bearer form and 370 of which are outstanding in registered form; (ii) 500 priority shares with a nominal value of EUR 8 each, which are held by the Stichting tot Beheer van de Prioriteitsaandelen in VNU N.V., a foundation (stichting) duly incorporated and validly existing under the laws of The Netherlands, having its registered office at Haarlem, The Netherlands (the “Priority Foundation”) (the “Priority Shares”); (iii) 150,000 7% preferred shares with a nominal value of EUR 8 each (the “7% Preferred Shares”); and (iv) 7,200,000 6.22% cumulative preferred B shares with a nominal value of EUR 0.20 each (the “Preferred B Shares”). The Ordinary Shares, the Priority Shares, the 7% Preferred Shares and the Preferred B Shares are collectively referred to as the “Shares”;

(D) Stichting VNU, a foundation duly incorporated and validly existing under the laws of the Netherlands, having its registered office at Schulpweg 8, 2111 AM Aerdenhout, The Netherlands (the “Stichting”), has been granted a call option to purchase as many preferred A shares in the share capital of the Company (the “Preferred A Shares”) as equals the aggregate nominal value of (i) all ordinary shares in the capital of the Company, (ii) the 7% Preferred Shares and (iii) the Preferred B Shares outstanding at the time of purchase up to a maximum of the number of Preferred A Shares included in the authorized share capital;

(E) [Reserved];

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(F) AlpInvest Partners 2006 B.V., in its capacity of general partner of AlpInvest Partners CS Investments 2006 C.V, AlpInvest Partners Later Stage Co-Investments Custodian IIA B.V., in its capacity of custodian of AlpInvest Partners Later Stage Co-Investments IIA C.V., funds managed or advised by The Blackstone Group, The Carlyle Group, L.P., Hellman & Friedman Investors V (Cayman), ltd., Kohlberg Kravis Roberts & Co. and Thomas H. Lee Partners (together the “Sponsors”) are or will be the ultimate and joint indirect shareholders of the Offeror and hold their interests in the Offeror through a jointly owned intermediate company (such Company, the Offeror and any intermediate companies together, the “Offeror Group”). The Offeror has informed the Sponsors about the business strategies of the Company and the Offeror’s undertakings in respect of the Company and the Group as set out or referred to below;

(G) The Company and each of the Sponsors or their affiliates or associates, as the case may be, have signed a confidentiality and standstill agreement (the “Confidentiality and Standstill Agreements”), which Confidentiality and Standstill Agreements shall remain applicable and in effect notwithstanding this Merger Protocol (or the termination or invalidity thereof) in accordance with its terms, provided, however, that as of the Commencement Date (as defined below) the standstill provisions set out in such Confidentiality and Standstill Agreements shall not apply to this Offer and otherwise as set forth in Clause 9.3.2;

(H) The Company has made an announcement on 16 January 2006 that it has received a non-binding proposal from the Sponsors (or their affiliates or associates, as the case may be), to make an offer for the Company;

(I) The Offeror and the Company have discussed and agreed upon the contents, manner and timing of communications with the relevant authorities and employee representative bodies and have consulted with each other on the contents, manner and timing of communications with employees. It is understood that on 7 March 2006 the Company informed the works council of VNU B.V. of the transactions contemplated in this Merger Protocol. At the request of the Group’s main employee representative bodies, the Offeror is prepared to work together with the Company and to make representatives of the Offeror available for meetings with such employee representative bodies to discuss, explain and clarify the Offer and respond to comments and questions;

(J) The Offeror has performed a satisfactory financial, accounting, insurance, legal, pension and tax due diligence investigation with respect to the Group;

(K) The Offeror has received commitment letters and term sheets signed by its lenders and expects to enter into final documentation with its lenders providing it with the ability to finance the Offer;

(L) The Offeror now intends to make a firm public offer, in cash, for all Ordinary Shares and all 7% Preferred Shares (excluding the Treasury Shares) and implement the transactions as further described in this Merger Protocol (the “Offer”), which Offer the Company’s executive board (“Executive Board”) and the Company’s supervisory board (“Supervisory Board”, and together with the Executive Board, the “Boards”) intend to fully support and unanimously recommend to the Company’s shareholders;

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(M) The Boards have received a signed fairness opinion from Rothschild in connection with the Offer, a copy of which is attached to this Merger Protocol as Schedule M, in form and content satisfactory to the Boards and consistent with Dutch market practice, in support of its recommendation of the Offer, stating that the Ordinary Share Consideration is, in the opinion of Rothschild, fair to the holders of the Ordinary Shares from a financial point of view;

(N) The Boards have received a signed fairness opinion from Credit Suisse in connection with the Offer, a copy of which is attached to this Merger Protocol as Schedule N, in form and content satisfactory to the Boards and consistent with Dutch market practice, in support of their recommendation of the Offer, stating that the Ordinary Share Consideration is, in the opinion of Credit Suisse, fair to the holders of the Ordinary Shares from a financial point of view;

(O) Delivery of the Tendered Shares (as defined below) will take place against payment of the Consideration (as defined below), subject to the Offer having been declared unconditional (gestanddoening) (the “Settlement”). Settlement is expected to occur on the fifth Business Day after the Offer has been declared unconditional (gestanddoening) or such other date on which Settlement will take place (the “Settlement Date”);

(P) Subject to the terms hereof, the Company agrees not to solicit any alternative proposals and that the Boards will not withdraw or change their unanimous recommendation of the Offer; and

(Q) The Offeror and the Company believe that the discussions have reached such a stage where the expectation is justified that the Offer as contemplated herein can be agreed by them and wish to lay down in this Merger Protocol their respective rights and obligations with respect to the Offer.

HEREBY AGREE AS FOLLOWS:

1. THE OFFER

1.1 The Offeror undertakes to prepare and make the Offer, subject to the terms and conditions of this Merger Protocol. The Parties shall use their best endeavours to ensure that the Offer will be consummated as soon as possible following the date of this Merger Protocol, subject to the terms and conditions hereof and to applicable laws and regulations.

1.2 Upon the terms of and subject to the Pre-Offer Conditions (as defined in Clause 6.1 below) and the Offer Conditions (as defined in Clause 7.1 below), the Offer shall commit the Offeror to acquire:

(a) each Ordinary Share tendered pursuant to the Offer against payment of a cash price of EUR 28.75 (in words: twenty eight euros seventy five cents) per Ordinary Share (the “Ordinary Share Consideration”); and

(b) each 7% Preferred Share tendered pursuant to the Offer against payment of a cash price of EUR 13.00 (in words: thirteen euros) per 7% Preferred Share (the “Preferred Share Consideration”).

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The Ordinary Share Consideration and the Preferred Share Consideration herein also to be referred to as “Consideration” and each Share tendered pursuant to the Offer herein to be referred to as a “Tendered Share”. Except for dividends in respect of the 7% Preferred Shares, the Priority Shares and the Preferred B Shares in normal amounts and at payment dates consistent with past practice (the “Preferred Dividends”), the Company shall ensure that between the date hereof and the Settlement Date no dividend or other distribution is declared. In the event that prior to the Settlement Date any dividends or other distributions are declared in respect of the Ordinary Shares, which action would require an amendment of this Merger Protocol in accordance with the terms hereof, the Ordinary Share Consideration will be decreased with an amount per Ordinary Share equivalent to any such dividend or distribution per Share. In the event that prior to the Settlement Date any dividends are paid in respect of the 7% Preferred Shares (except for the Preferred Dividends), the Preferred Share Consideration will be decreased with an amount per 7% Preferred Share equivalent to any such dividend or distribution per Share.

1.3 Either of the Company or the Offeror may elect to cause the Offer in respect of the Ordinary Shares and/or the 7% Preferred Shares to be extended into the United States by written notice to the other Party (the “Election”). Such Election may be made during the period starting on the earlier of: (i) the expiry of three weeks from the date of the Merger Protocol; and (ii) the Commencement Date (as defined in Clause 6.1 below) and terminating on 23 May 2006.

1.4 Without prejudice to any of the Offer Conditions, the Offer shall be open for acceptance for a period of at least (i) 23 (twenty-three) calendar days or, if an Election has been made, (ii) 20 (twenty) United States business days (as defined in Rule 14d-1(g) under the United States Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”). For the purpose of this Merger Protocol, the closing date of the Offer shall be the initial date on which the Offer closes for acceptance (the “Closing Date”), unless the Offeror extends the Offer in accordance with Clause 7.2, in which case the closing date shall be the last date on which the extended Offer closes for acceptance (the “Postponed Closing Date”). In the event that the Offeror declares the Offer unconditional (gestand doet), the Offeror may also, in its discretion and in accordance with consistent market practice and applicable rules and regulations, publicly announce a post-acceptance period (na-aanmeldingstermijn) and accept, against payment by the Offeror of the relevant Consideration, each Share that is tendered within a period of a maximum of fifteen Business Days after the date on which the relevant notice that the Offeror will declare the Offer unconditional (gestand doet) is published.

1.5 The Offer shall comply with all applicable laws and regulations, including without limitation, any applicable provisions of the Dutch Securities Supervision Act 1995 (Wet toezicht effectenverkeer 1995) (the “DSSA”), the Dutch Securities Supervision Decree (Besluit toezicht effectenverkeer 1995) (the “DSSD”), any rules and regulations promulgated pursuant to the DSSA and DSSD, the policy guidelines and instructions of the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) (the “AFM”), the works council act (Wet op de ondernemingsraden; “WOR”) the Merger Code 2000 (SER-besluit Fusiegedragsregels 2000), the Exchange Act and

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the rules and regulations promulgated thereunder, the rules and regulations of Euronext, the Dutch Civil Code (the “DCC”), the Hart-Scott-Rodino Improvement Act of 1976, and Regulation 139/2004 of the Commission of the European Communities (all together the “Merger Rules”).

1.6 Prior to the opening of the first trading day on Euronext following the execution of this Merger Protocol, a public announcement of the Offer (the “Announcement”) will be made available to (i) Euronext, (ii) the AFM, (iii) the Social Economic Council (Sociaal Economische Raad) and (iv) the relevant (international) press agents by way of the press release issued jointly by the Offeror and the Company (which has been notified to the AFM and of which the AFM has confirmed it has no further comments), a copy of which is attached hereto as Schedule 1.6.

1.7 On the Commencement Date the Offeror shall make the offer memorandum (biedingsbericht) (together with all amendments and supplements thereto, hereinafter referred to as the “Offer Memorandum”) generally available in The Netherlands and in the United States and shall announce the availability of the Offer Memorandum in the official price list of Euronext, in the Wall Street Journal, the Financial Times, Het Financieele Dagblad and in at least one other nationally distributed daily newspaper in The Netherlands. The Parties agree that the Offer Memorandum shall comply as to form and substance in all respects with the requirements of the Merger Rules. The Offer Memorandum shall be made available in the English language, provided, however, that the Parties agree that a summary shall be made available in the Dutch language, whereby the English language Offer Memorandum shall prevail over the Dutch translation. The Offeror undertakes to prepare and draft the Offer Memorandum in co-operation with the Company and to have the Offer Memorandum printed and distributed at its own costs. The Company and its counsel shall be given the opportunity to review and comment upon the Offer Memorandum and have the right to approve the sections of the Offer Memorandum relating to the Company and this Merger Protocol. The AFM will have been notified timely of, and will have confirmed that it has no further comments with respect to, the Offer Memorandum prior to it being made available. Parties shall use their best efforts to procure that the Offer Memorandum will be submitted in its final form to the AFM as soon as reasonably practicable after the date of this Merger Protocol with reference to the relevant circumstances, including availability of information that is to be included in the Offer Memorandum and the anticipated timing of the extraordinary general meeting of shareholders that is to be held in accordance with Article 9q DSSD. The Offer Memorandum shall, amongst others, contain (i) the fairness opinion from Rothschild referred to in recital (M) and as attached to this Merger Protocol in Schedule M, (ii) the fairness opinion from Credit Suisse referred to in recital (N) and as attached to this Merger Protocol in Schedule N, (iii) a full description of the envisaged transaction structure, (iv) a description of the undertakings contained in Clauses 3 and 4 and (v) subject to Clause 11 hereof, the positive recommendation by the Boards to the shareholders of the Company as provided for in Clause 5 hereof.

2. RATIONALE OF THE OFFER, DELISTING AND SQUEEZE OUT

2.1 The strategic rationale of the proposed Offer is that the Parties strongly believe that the Offer is in the best interest of the Company’s shareholders and that the Offeror becoming sole shareholder of the Company will provide strategic and other benefits to the Company and the Group.

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2.2 In connection with Clause 2.1 above, the Parties acknowledge that it is their intention to terminate the listing agreement between the Company and Euronext and/or the listing of the Ordinary Shares and the 7% Preferred Shares as soon as possible after Settlement.

2.3 The Parties acknowledge that it is desirable (i) that the Offeror acquires all Ordinary Shares (excluding the Treasury Shares) and all 7% Preferred Shares and (ii) that the Ordinary Shares and the 7% Preferred Shares not being tendered pursuant to the Offer will be acquired pursuant to compulsory buy-out procedures in accordance with Article 2:92(a) DCC, a statutory merger (juridische fusie) between the Company and the Offeror or a group company of the Offeror, or other restructuring, procedures or legal actions in accordance with the laws of The Netherlands. Any such contemplated action will be structured and implemented in the most legally and tax-efficient manner, taking into account relevant circumstances, and described in appropriate detail in the Offer Memorandum. In case the Offeror holds at least 95% of the issued share capital of the Company (excluding the Treasury Shares), the Ordinary Shares and the 7% Preferred Shares not being held by the Offeror shall be acquired by it pursuant to compulsory buy-out procedures in accordance with Article 2:92(a) DCC. In case the Offeror declares the Offer unconditional following a waiver of the minimum acceptance conditions set out in Clauses 7.1.1 and 7.1.2 the Offeror envisages that a statutory merger involving the Company as disappearing entity will take place. The Company acknowledges that it has received, and that the Boards have duly considered, a note explaining how the Offeror envisages that a statutory merger involving the Company as a disappearing entity would be structured, also taking into account the interests of the Company’s minority shareholders. A summary of such note shall be included in the Offer Memorandum. It is envisaged that simultaneously with publication of the Offer Memorandum, the proposed articles of association of the surviving entity in such a statutory merger and/or the entity issuing shares pursuant to such statutory merger, the merger proposal and the explanatory notes thereto will be available for inspection by the Company’s shareholders.

3. COMPOSITION SUPERVISORY BOARD

3.1 All current members of the Company’s Supervisory Board shall resign as from the Settlement Date. The Company shall use its best efforts to procure that, during the general meeting of the shareholders to be held in accordance with article 9q of the DSSD and/or the annual general meeting of shareholders, any resigning member of the Supervisory Board will be fully released and discharged from any liability as well as from his duties and his responsibility as member of the Supervisory Board, subject to his confirmation that he has no claim against the Company in respect of loss of office or otherwise, other than claims for compensation relating to any unpaid board members’ fees and expenses, all as further specified in the resignation letters referred to in Clause 6.1.5. Should such general meeting of shareholders not give such discharge, the Offeror and the Company shall at as soon as practicable after the Settlement Date convene a new extraordinary general meeting of shareholders, where such discharge shall form part of the agenda and during which the Offeror shall vote the Shares it holds in favour of such discharge.

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3.2 From the Settlement Date, the Supervisory Board shall have such number of members as is to be determined by the Offeror. The proposed members of the Supervisory Board as of Settlement Date are to be nominated in accordance with the Company’s articles of association for appointment by the Company’s general meeting of shareholders upon designation by the Offeror. All designations by the Offeror must be submitted by the Offeror to the Company prior to the convocation by the Company of a general meeting of shareholders in accordance with Article 9q DSSD, which convocation is envisaged to occur simultaneously with the publication of the Offer Memorandum. At all times during the period from the Settlement Date until 18 (eighteen) months after the Settlement Date, the Supervisory Board shall have at least two members who are independent of the Sponsors, the Offeror and their respective affiliates as defined in the Dutch Corporate Governance Code (the “Independent Members”), irrespective of whether an Independent Member is also otherwise independent within the meaning of the Dutch Corporate Governance Code. For the avoidance of doubt, at any time during the 18 (eighteen) month period following the Settlement Date, the composition of the Supervisory Board, and the identity of either one or both of the two Independent Members may change, provided that any Independent Member shall be independent of the Sponsors, the Offeror and their respective affiliates as defined in the Dutch Corporate Governance Code.

3.3 New Supervisory Board regulations, which shall take effect as of the Settlement Date, shall be put in place by the newly appointed Supervisory Board to ensure that, among other things, the investment contemplated hereby will qualify as a “venture capital investment", for each investment fund affiliated with the Offeror that must qualify as a “venture capital operating company” (as defined in the plan assets regulations promulgated by the U.S. Department of Labour under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)). Prior to the Settlement Date, the Executive Board on behalf of the Company will provide to the Offeror a written acknowledgement of the adoption of the new Supervisory Board regulations subject to Settlement occurring and subject to confirmation of the new Supervisory Board regulations by the new Supervisory Board as at the Settlement Date.

3.4 The Company shall use its best efforts to procure that during the general meeting of shareholders referred to in Clause 3.1 above, the members of the Executive Board shall be discharged for their activities in 2005 and in 2006 until the date of such meeting. Clause 3.1, last sentence, shall apply mutatis mutandis.

4. BUSINESS STRATEGY AND FUTURE GOVERNANCE

4.1 The Offeror and the Company acknowledge and agree that after the Settlement Date the Group may be burdened with an additional amount of interest bearing debt. The Offeror believes that the intended capital and debt structure for the Company or its successors is adequate for the business strategy as referred to in Clause 4.2 and can be supported by the business of the Group.

4.2 Without prejudice to Clause 4.4, the Offeror confirms that it supports the current business strategy of the Group described in the Group’s Strategic Business Plan, attached as Schedule 4.2.

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4.3 Without prejudice to Clause 4.4, for a minimum period of 18 (eighteen) months following the Settlement Date, the Offeror undertakes to keep the business of the Company and/or its Group materially intact and not to consummate any sale or transfer of all or a majority of the marketing information or media measurement divisions of the Group; provided that this Clause 4.3 shall not prevent transfers of such divisions within the Group or the Offeror Group.

4.4 To enable the Offeror and the Company at all times to pursue the best interests of the Company as determined by the Offeror, Clauses 4.2 and 4.3 shall cease to apply if and when (i) facts or circumstances have resulted in or, in the reasonable determination of the Supervisory Board, could result in, a breach of material covenants or a default under any contract as a result of which substantial payment obligations may be accelerated, or (ii) in the reasonable opinion of the Supervisory Board, this is needed or appropriate either to prevent or reduce a material adverse effect for the Group or the Offeror Group.

4.5 For a period of 18 (eighteen) months after the Settlement Date, the Offeror confirms that it will respect and adhere to:

(i) the large company rules which are of mandatory application to VNU B.V., a subsidiary of the Company (verplicht structuurregime);

(ii) the employee co-determination regulations (medezeggenschap) as contained in:

(1) the agreement for the establishment of the VNU European Works Council and the Rules of Procedure between the Management Board of VNU N.V. and the Special Negotiation Body, dated 7 May 2003;

(2) the agreement between VNU B.V. and Central Works Council of VNU B.V., dated 9 December 2002; and

(3) the ACNielsen European Agreement between VNU & ACNielsen Europe management representatives and VNU European works council President & ACNielsen Europe employee representatives, dated 17 April 2003;

(iii) the following social plans and collective labour agreements:

(1) Headlines Social Plan VNU, dated 2004 (Hoofdlijnen Sociaal Plan);

(2) Principe-akkoord CAO voor Vaktijdschriftjournalisten 1 januari 2005 t/m 31 december 2006, dated 21 December 2005 (agreement on principle regarding collective labour agreement for journalists for specialist journals);

(3) Principe-akkoord CAO voor publiekstijdschriftjournalisten 2005-2006, CAO voor opinieweekbladjournalisten 2005-2006 (agreement on principle regarding collective labour agreement for journalists for public magazines; agreement on principle regarding collective labour agreement for journalists for weekly newsmagazines); and

(4) Principe-akkoord CAO voor het boeken- en tijdschriftuitgeverijbedrijf 1 januari t/m 31 december 2006, dated 23 September 2005 (agreement on principle regarding collective labour agreement for publishers of books and magazines).

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4.6 For a period of 18 (eighteen) months after the Settlement Date, if a direct or indirect change of control of the Company or any of its successors, as the case may be, or a sale of all or substantially all of the Group’s activities occurs (a “Successor Transaction”), it shall be a condition to any such change of control or such sale, that the transferee or successor in such Successor Transaction enters into an undertaking to observe and adhere to Clauses 4 and 9.3.4 of this Merger Protocol for the remainder of the period set forth in the relevant Clause. The same condition shall apply mutatis mutandis to any consecutive Successor Transaction of such transferee or successor.

5. RECOMMENDATION AND SUPPORT

The Company confirms that the Boards have resolved to:

(a) unanimously support the Offer for the Ordinary Shares at the Ordinary Share Consideration and the Offer for the Preferred Shares at the Preferred Share Consideration; (ii) unanimously recommend it for acceptance by the shareholders of the Company; and (iii) take all necessary corporate action to that effect; and

(b) include their unanimous recommendations in the Offer Memorandum,

unless this Merger Protocol is terminated in accordance with Clause 14. The resolutions of the Boards are set forth in Schedule 5.

6. PRE-OFFER CONDITIONS

6.1 Subject to compliance with the Merger Rules, the Offeror shall make the Offer (het bod uitbrengen) on a date (the “Commencement Date”) as soon as practicable, but in any event no later than the fifth Business Day after the satisfaction or waiver by the Offeror and/or the Company, as the case may be, of the following conditions precedent (the “Pre-Offer Conditions”):

6.1.1 the Company having complied with the course of conduct obligations set out in Schedule 9.1 and having otherwise also not breached this Merger Protocol (including without limitation a breach of the obligations pursuant to Clause 9.10 or any warranties set out in Clause 9.8 not being true and accurate as per the date of this Merger Protocol), to the extent that such breach has or could reasonably be expected to have material adverse repercussions on the Offeror or the Offer, and, if such breach has occurred, has not been remedied by the Company within 2 (two) weeks (or such longer period as requested by the Offeror) after receipt of a written notice by the Offeror, provided (i) that the Company shall not be entitled to such remedy period if the breach is not capable of being remedied and (ii) that the remedy period for the Company shall be only 1 (one) week (or such longer period as requested by the Offeror) if and after the Offeror has given the Company written notice that all other Pre-Offer Conditions have been fulfilled;

6.1.2 the Offeror not having breached this Merger Protocol (including without limitation the warranties set out in Clause 9.9 not being true and accurate as per

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the date of this Merger Protocol), to the extent that such breach has or could reasonably be expected to have material adverse repercussions on the Offer (other than Clause 9.3.1 which shall be performed in all material respects), and, if any such breach has occurred, has not been remedied by the Offeror within 2 (two) weeks (or such longer period as requested by the Company) after receipt of a written notice by the Company, provided (i) that the Offeror shall not be entitled to such remedy period if the breach is not capable of being remedied and (ii) that the remedy period for the Offeror shall be only 1 (one) week (or such longer period as requested by the Company) if and after the Company has given the Offeror written notice that all other Pre-Offer Conditions have been fulfilled;

6.1.3 no public announcement, or written notification pursuant whereto the Offeror has a right to terminate this Merger Protocol pursuant to Clause 11.2, has been made, announcing for the first time that a third party is preparing or announcing a bona fide public offer which the Supervisory Board has concluded in accordance with Clauses 10 and 11 constitutes a Competing Offer and no third party has obtained the right to acquire from the Company or subscribe for from the Company, or has agreed to acquire from the Company or subscribe for from the Company, shares or depositary receipts of shares in the capital of the Company, other than pursuant to the exercise of employee options or other equity awards granted prior to the date hereof or in accordance with Clause 9.1;

6.1.4 following the Announcement, no order, stay, judgement or decree having been issued by any court, arbitral tribunal, government, governmental authority or other regulatory or administrative authority and is in effect, or any statute, rule, regulation, governmental order or injunction shall have been proposed, enacted, enforced or deemed applicable to the Offer, any of which restrains, prohibits or delays or is reasonable likely to restrain, prohibit or delay consummation of the Offer in any material respect;

6.1.5 the Offeror and the Company having received signed copies of resignation letters from all members of the Supervisory Board in accordance with Clause 3.1 in the form as attached hereto as Schedule 6.1.5;

6.1.6 the Boards having provided the Offeror with their recommendation of the Offer as set out in Clause 5(a) above, which shall be signed by all members of the Boards;

6.1.7 there shall have been no matter or information (including, without limitation, any matter or information related to choice or judgement in the application of any applicable accounting principle) in the 2005 Financial Statements (as defined below) or the 2005 Workpapers (as defined below) that either:

(a) is inconsistent, in any meaningful respect, with the information identified in Schedule 6.1.7 (the “Prior Financial Information”); or

(b) could reasonably be expected to, in the reasonable judgment of a group of private equity investors contemplating a public offer for the Shares,

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adversely affect the quantity or quality of any of the revenues, income, expenses, cash flows, assets or liabilities (contingent or actual) of the Company, in any meaningful respect, as compared to the Prior Financial Information;

6.1.8 since the date hereof, there shall not have occurred or become known to the Offeror any effect, event, occurrence, circumstance or change that has had or could reasonably be expected to have a Material Adverse Effect;

6.1.9 the Offeror and the Company having finalised the contents of the Offer Memorandum, which Offer Memorandum shall comply with current market practice, the Merger Rules and this Merger Protocol (and shall include the fairness opinions in the form attached in Schedule M and Schedule N);

6.1.10 the AFM having declared that it has no further comments with respect to the final draft of the Offer Memorandum;

6.1.11 the Parties not having received a notification from the AFM pursuant to Article 32a DSSD that the preparations of the Offer are in breach of Chapter IIA of the DSSA, in which case, pursuant to those rules, securities institutions (effecteninstellingen) would not be permitted to co-operate with the execution and completion of the Offer;

6.1.12 trading in the Ordinary Shares on Eurolist by Euronext has not been permanently suspended as a result of a listing measure (noteringsmaatregel) taken by Euronext in accordance with Clause 2706/1 of Euronext Rulebook II;

6.1.13 the Offeror and the Company having received copies of bring down statements from all members of the senior management team, identified in Schedule 6.1.13A (such members set forth in Schedule 6.1.13A being the “Senior Management Team”), of the Company in the form as attached hereto as Schedule 6.1.13B, stating that, to the best of their knowledge, the Company has prior to the date of this Merger Protocol provided to the Offeror all material information with respect to the business, financial position or results of operations of the Group, taken as a whole, that could reasonably be expected to be material to a group of private equity investors contemplating a public offer for the Shares;

6.1.14 the Stichting, subject only to the Offer becoming unconditional, having irrevocably and otherwise unconditionally renounced its rights under any option agreement(s) or any other similar arrangement with the Company in this respect and not having exercised its options;

6.1.15 this Merger Protocol not having been terminated pursuant to Clause 14;

6.1.16 the relevant court having dismissed with prejudice the litigation brought by Information Resources, Inc. against the Company; and

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6.1.17 the Company shall not have a class of securities registered under the Exchange Act (and shall not be in material breach of its undertaking set forth in Clause 9.2.8).

6.2 The Company undertakes to:

6.2.1 deliver to the Offeror a copy of its audited consolidated statements of income and cash flows for the 2004 and 2005 fiscal years and audited consolidated balance sheets as of December 31, 2004 and December 31, 2005, together with accompanying notes, in each case prepared in accordance with IFRS, and a signed unqualified audit opinion with respect thereto (the “2005 Financial Statements”) and use commercially reasonable efforts to present (i) the consolidated statement of changes in equity and (ii) the VNU N.V. company accounts (the “Company Accounts”; vennootschappelijke jaarrekening) , including the statement of changes in equity, within the 2005 Financial Statements in a manner that will result in the maximum determination of distributable reserves as of 31 December 2005. Such efforts may require changes in the format and presentation of the details of the shareholders’ equity accounts and retention of certain of the Dutch GAAP accounting principles used in prior years in the Company Accounts, but will permit the Company to prepare the consolidated financial statements in a manner consistent with IFRS principles and reporting requirements;

6.2.2 cause to be provided full access to the Offeror’s advisor, Deloitte & Touche LLP (“D&T”), for at least 7 (seven) calendar days, as set forth in Clause 6.3, to a complete set of the audit workpapers related to such 2005 Financial Statements as referred to in Schedule 6.2.2 (the “2005 Workpapers”) and full access to the Ernst & Young LLP accounting team, and shall otherwise fully collaborate with review by D&T of the 2005 Workpapers, including making promptly available Company management and documentation reasonably requested by D&T; and

6.2.3 promptly provide the Offeror with the interim financial information specified in Schedule 6.2.3.

6.3 The Pre-Offer Condition in Clause 6.1.7 (financials) will have been deemed waived by the Offeror at 5 p.m. (New York City time) on the day that is the later of: (i) the 7^th (seventh) calendar day after the 2005 Financial Statements were delivered to the Offeror; and (ii) the last day of the 7 (seven) calendar day period specified in Clause 6.2.2 above, unless prior to such time, the Offeror shall have given written notice to the Company that the condition in Clause 6.1.7 is not satisfied for a reason specified in Clause 6.1.7(a) or 6.1.7(b) above. For purposes of this Clause 6.3, the 7 (seven) calendar day period referred to in Clause 6.2.2 shall commence on the day that all of the 2005 Workpapers identified as Commencement Workpapers on Schedule 6.2.2 are made available to D&T and, if the Offeror provides written notice during such 7 (seven) day period stating that it requires access to additional 2005 Workpapers identified under Additional Workpapers on Schedule 6.2.2 or other material workpapers related to the 2005 Financial Statements and specifying such workpapers, the 7 (seven) calendar day period shall be tolled from the receipt of such notice until, and shall recommence upon, access to such requested workpapers being provided to D&T as set forth on Schedule 6.2.2.

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6.4 Without prejudice to any liability of the members of the Senior Management Team pursuant to law generally, the statements referred to in Clause 6.1.13 are not intended, and shall not operate, to result in any liability of any members of the Senior Management Team, liability of any members of the Boards, the liability of any members of the Group or any of the Group’s respective employees, agents or advisers (the “Covered Persons”), save that an individual member of the Senior Management Team may be liable for any material misstatements in the statements referred to in Clause 6.1.13 where such individual member of the Senior Management Team is finally determined by a competent court to have been serious culpable negligent (schuldig aan ernstig verwijtbaar handelen). This Clause 6.4 shall be construed as an irrevocable third party stipulation for nil consideration (onherroepelijk derdenbeding om niet), as referred to in Clause 6:258 of the Dutch Civil Code, for the benefit of the Covered Persons.

6.5 The Pre-Offer Conditions in Clause 6.1.1 (course of conduct obligations) up to and including Clause 6.1.5 (resignation letters), and excluding Clause 6.1.2 (no breach by the Offeror), the Pre-Offer Conditions in Clause 6.1.6 (recommendation) up to and including Clause 6.1.8 (no Material Adverse Effect) and the Pre-Offer Conditions in Clauses 6.1.13 (bring down statements) up to and including Clause 6.1.17 (Exchange Act) are for the benefit of the Offeror and may be waived by the Offeror (either in whole or in part) at any time by written notice to the Company. The Pre-Offer Conditions in Clause 6.1.4 (no judgement), Clause 6.1.9 (Offer Memorandum), Clause 6.1.10 (no comments AFM), Clause 6.1.11(no breach of DSSA) and Clause 6.1.12 (trading not suspended) are for the benefit of both the Offeror and the Company, and may be waived by the Company together with the Offeror (either in whole or in part) by written notice, provided, however, that a Party may only waive the fulfilment of the Pre-Offer Conditions in Clause 6.1.11 (no breach of DSSA) and Clause 6.1.12 (trading not suspended) if the non-fulfilment of these conditions is not caused by such Party and provided further that the Party causing non-fulfilment of these conditions is not entitled to invoke it. The Pre-Offer Condition in Clause 6.1.2 (no breach by the Offeror) is for the benefit of the Company and may be waived by the Company (either in whole or in part) by written notice to the Offeror.

6.6 Each of the Parties undertakes to use its best efforts to procure the fulfilment of the Pre-Offer Conditions as soon as reasonably practicable. Without prejudice to the generality of the foregoing, each of the Parties will make all applications and notifications required by the Pre-Offer Conditions and will use its best efforts to procure that all such information as is requested by the relevant authorities in connection with such applications and notifications is provided as promptly as reasonably practicable. Within two (2) Business Days after fulfilment or waiver of each of the Pre-Offer Conditions as referred to in Clause 6.1.5 (resignation letters), Clause 6.1.6 (recommendation), 6.1.7 (financials), 6.1.9 (Offer Memorandum), 6.1.10 (AFM approval), 6.1.13 (bring down statements), 6.1.14 (termination option agreement Stichting), 6.1.16 (IRI) and 6.1.17 (Exchange Act), the Offeror shall submit an irrevocable notification in writing to the Company stating whether the Pre-Offer Conditions as referred to in Clause 6.1.1 (course of conduct obligations) up to and including Clause 6.1.15 (no termination), excluding

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Clause 6.1.2 (no breach by Offeror), are fully satisfied or waived in accordance with Clauses 6.3 and 6.5 and, if that is the case, then the Offeror shall proceed with the Offer as envisaged in Clause 6.1.

7. OFFER CONDITIONS

7.1 Notwithstanding any other provisions of the Offer, the obligation of the Offeror to declare the Offer unconditional (gestand te doen) shall be subject to the following conditions precedent (the “Offer Conditions”) being satisfied or waived, as the case may be, prior to 8 August 2006 (the “Termination Date”):

7.1.1 such number of Ordinary Shares are tendered for acceptance that these, together with the Ordinary Shares directly or indirectly held by the Offeror Group or the Sponsors at the Closing Date or the Postponed Closing Date and Ordinary Shares which are the subject of Purchase Agreements in effect at the Closing Date or the Postponed Closing Date, as the case may be (and excluding the Treasury Shares held by the Company at the Closing Date or the Postponed Closing Date, as the case may be) (together, the “Controlled Ordinary Shares”), represent at least 95% of the Company’s issued ordinary share capital (geplaatst gewoon aandelenkapitaal) as at the Closing Date or the Postponed Closing Date as the case may be (excluding the Treasury Shares held by the Company as at the Closing Date or the Postponed Closing Date as the case may be);

7.1.2 such number of 7% Preferred Shares are tendered for acceptance that these, together with the 7% Preferred Shares directly or indirectly held by the Offeror Group or the Sponsors at the Closing Date or the Postponed Closing Date as the case may be, and 7% Preferred Shares which are the subject of Purchase Agreements in effect at the Closing Date or the Postponed Closing Date, as the case may be (together, the “Controlled 7% Preferred Shares”), represent at least 95% of the Company’s issued 7% preference share capital (geplaatst 7% preferent aandelenkapitaal) as at the Closing Date or the Postponed Closing Date, as the case may be;

7.1.3 the Boards not having withdrawn or changed their recommendation of the Offer as included in the Offer Memorandum;

7.1.4 no effect, event, occurrence, circumstance or change that, has had or could reasonably be expected to have a Material Adverse Effect has occurred or become known to the Offeror after the Commencement Date and prior to or on the Closing Date or the Postponed Closing Date, as the case may be;

7.1.5 no public announcement, or written notification pursuant whereto the Offeror has a right to terminate this Merger Protocol pursuant to Clause 11.2, has been made, announcing for the first time that a third party is preparing or announcing a bona fide public offer which the Supervisory Board has concluded in accordance with Clauses 10 and 11 constitutes a Competing Offer and no third party has obtained the right to acquire from the Company or subscribe for from the Company, or has agreed to acquire from the Company or subscribe for from

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the Company, shares or depositary receipts of shares in the capital of the Company, other than pursuant to the exercise of employee options or other equity awards granted prior to the date hereof or in accordance with Clause 9.1;

7.1.6 no order, stay, judgement or decree is issued by any court, arbitral tribunal, government, governmental authority or other regulatory or administrative authority and is in effect, or any statute, rule, regulation, governmental order or injunction shall have been proposed, enacted, enforced or deemed applicable to the Offer, any of which restrains, prohibits or delays or is reasonable likely to restrain, prohibit or delay consummation of the Offer in any material respect;

7.1.7 the Company has not breached Clauses 1.1, 3.1, 8, 9, 10, 11 and 12 of this Merger Protocol, to the extent that such breach has or could reasonably be expected to have material adverse repercussions on the Offeror or the Offer and, if such breach has occurred, has not been remedied by the Company within 2 (two) weeks (or such longer period as requested by the Offeror) after receipt of a written notice by the Offeror, provided that the Company shall not be entitled to such remedy period (i) if such breach is not capable of being remedied or (ii) when the Offeror has given the Company written notice that all other Offer Conditions have been fulfilled;

7.1.8 the Offeror has not breached this Merger Protocol (including without limitation the warranties set out in Clause 9.9 not being true and accurate as per the date of this Merger Protocol), to the extent that such breach has or could reasonably be expected to have material adverse repercussions on the Offer (other than Clause 9.3.1 which shall be performed in all material respects) and, if such breach has occurred, has not been remedied by the Offeror within 2 (two) weeks (or such longer period as requested by the Company) after receipt of a written notice by the Company, provided that the Offeror shall not be entitled to such remedy period (i) if such breach is not capable of being remedied or (ii) when the Company has given the Offeror written notice that all other Offer Conditions have been fulfilled;

7.1.9 the occurrence of one of the following events prior to the Closing Date, or the Postponed Closing Date, as the case may be:

(a) competition authorities (the “Competition Authorities”) for the jurisdictions listed in Schedule 7.1.9 allowing any required waiting period to lapse or issuing the necessary decision, authorisation, approval in respect of the Offer and if that decision, authorisation, approval is given subject to conditions or obligations, then those conditions and obligations being satisfactory to the Offeror, acting reasonably, provided that the Offeror shall be obliged to accept any condition or obligation which is not material. For the purposes of this Clause 7.1.9, a condition or obligation shall only be deemed to be material if it could reasonably be expected to have a Material Adverse Effect on the Company or if it requires any Sponsor or any company controlled by a Sponsor to dispose of a material business or agree to other material undertakings; or

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(b) the expiry, lapsing or termination of all applicable waiting and other time periods (including any extensions thereof) under any applicable legislation or regulation of the jurisdictions set forth in Schedule 7.1.9.

7.1.10 the Stichting, subject only to the Offer becoming unconditional, having irrevocably and otherwise unconditionally renounced its rights under any option agreement(s) or any other similar arrangement with the Company in this respect;

7.1.11 since the Commencement Date, the Company has not committed itself in any way to the payment of any dividend or other distribution (other than the Preferred Dividends), whether or not in the form of shares, nor has the Company paid out any dividend, capital repayment or any other distribution (other than the Preferred Dividends), whether or not in the form of shares;

7.1.12 no notification has been received from the AFM that the Offer has been made in conflict with any of the stipulations of Chapter IIa of the DSSA, within the meaning of Article 32(a) DSSD;

7.1.13 trading in the Shares on Eurolist by Euronext has not been permanently suspended as a result of a listing measure (noteringsmaatregel) taken by Euronext in accordance with Article 2706/1 of Euronext Rulebook II;

7.1.14 this Merger Protocol not having been terminated pursuant to Clause 14;

7.1.15 the holders of at least 95% of the Preferred B Shares having tendered the sale and purchase of their respective Preferred B Shares to the Offeror as per the Settlement Date (as defined below), subject to the Offer being unconditional (gestanddoening) and on terms substantially consistent with Clause 9.3.9; and

7.1.16 the Company shall not have a class of securities registered under the Exchange Act (and shall not be in breach of its undertaking set forth in Clause 9.2.8).

7.2 The Parties further agree that, in the event that the Offer Conditions in Clauses 7.1.1, 7.1.2, 7.1.6, 7.1.9, 7.1.12 or 7.1.13 are not satisfied or waived on or prior to the Closing Date or the then-current Postponed Closing Date, as the case may be, the Offeror shall, unless this Merger Protocol is terminated in accordance with Clause 14, extend the acceptance period of the Offer with a period to be determined by the Offeror, but that shall be no less than two weeks, and establish a new Postponed Closing Date, provided that in case any of the Offer Conditions in Clause 7.1.1 or Clause 7.1.2 are not satisfied or waived the obligation for the Offeror to so extend the acceptance period shall only apply in the event that, respectively: (i) the number of tendered Ordinary Shares together with the Controlled Ordinary Shares represent less than 95% (ninety-five per cent.) but more than 70% (seventy per cent.) of the Company’s issued ordinary share capital (geplaatst gewoon aandelenkapitaal) at the Closing Date (excluding the Treasury Shares held by the Company at the Closing Date); or (ii) the number of tendered 7% Preferred Shares together with the Controlled 7% Preferred Shares represent less than 95% (ninety-five per cent.) but more than 70% (seventy per cent.) of the Company’s issued 7% Preferred Share capital (geplaatst 7% preferente aandelenkapitaal) and furthermore

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provided that: (a) in case such extension is deemed illegal by a court, arbitral tribunal, government, governmental authority or other regulatory or administrative authority the Offeror shall not be under an obligation to extend the Offer; and (b) in case AFM has issued a notification to the effect that the Offer conflicts with any of the stipulations of Chapter IIa of the DSSA, within the meaning of Article 32(a) DSSD, the Offeror shall only be required to extend the Offer in accordance with the foregoing if such is permitted by AFM.

7.3 Clause 7.2 is without prejudice to the Offeror’s discretionary right to extend the acceptance period, consistent with market practice, for one or more periods in case one or more Offer Conditions are not fulfilled.

7.4 Upon each expiry of an extension of the acceptance period, the Offeror is only under an obligation to declare the Offer unconditional (gestand doen) provided that on the Postponed Closing Date all Offer Conditions for the benefit of the Offeror have been satisfied or are duly waived by the Offeror at that time.

7.5 The Offer Conditions in Clause 7.1.1 (acceptance thresholds ordinary shares) up to and including Clause 7.1.11 (no dividends), excluding 7.1.8 (no breach by the Offeror), and in Clauses 7.1.14 (no termination) up to and including 7.1.16 (Exchange Act) are for the benefit of the Offeror and may be waived by the Offeror (either in whole or in part) at and any time by written notice to the Company; provided that the Offer Conditions in Clauses 7.1.1 and 7.1.2 may only be waived by the Offeror together with the Company if the number of Ordinary Shares tendered for acceptance, together with the Ordinary Shares directly or indirectly held by the Offeror at the Closing Date or the Postponed Closing Date (excluding the Treasury Shares held by the Company), represent less than 60% of the total of the Company’s issued ordinary share capital (geplaatst gewoon aandelenkapitaal) as at the Closing Date or the Postponed Closing Date, as the case may be (excluding the Treasury Shares held by the Company). The Offer Condition in Clause 7.1.8 (no breach by the Offeror) is for the benefit of the Company and may be waived by the Company (either in whole or in part) by written notice to the Offeror. The Offer Conditions in Clause 7.1.12 (no breach of DSSA) and Clause 7.1.13 (trading not suspended) are for the benefit of both the Company and the Offeror and may be waived by the Company together with the Offeror (either in whole or in part) by written notice, provided however that a Party may only waive the fulfilment of such Offer Condition if the non-fulfilment of such a condition is not caused by such Party and furthermore provided that the Party causing non-fulfilment of this condition is not entitled to invoke it. The Parties will notify each other forthwith of any events, circumstances, changes or effects that may cause them to invoke any of the conditions set forth in Clause 7.1 of this Merger Protocol.

8. ANTI-TRUST

8.1 The Offeror shall:

8.1.1 as soon as is practicable, and in any event shall use its best efforts to do so not later than 15 (fifteen) Business Days after the date of this Merger Protocol, prepare and file with the Competition Authorities the required notices and applications necessary to obtain the necessary waiting period expiration or

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decision, authorisation or approval, provided, however, that the Company shall fully and promptly cooperate with the Offeror and its advisers in the preparation of such notices and applications and shall have the right to approve the same;

8.1.2 file required merger notifications with the Competition Authorities under any applicable legislation or regulation of the jurisdictions set forth in Schedule 8.1.2;

8.1.3 keep the Company informed on a continuing basis about all further correspondence with the Competition Authorities;

8.1.4 send each material letter and other document in draft form to the Company and submit those to the Competition Authorities only after having obtained the prior approval of the Company, provided the Company responds within a deadline that is reasonable under the circumstances and does not unreasonably withhold its approval; and

8.1.5 give (representatives of) the Company the opportunity to attend any meeting and/or negotiation with (representatives of) the Competition Authorities,

in each case subject to appropriate confidentiality arrangements.

8.2 If and to the extent that the obtaining of a decision from the Competition Authorities is prejudiced as a result of any (intended) acquisition by a member of the Offeror Group or any companies controlled by a Sponsor in the period between this Merger Protocol and the Closing Date, or as the case may be, the Postponed Closing Date, or any (intended) change in the existing business of any member of the Offeror Group or any companies controlled by a Sponsor, in the period between this Merger Protocol and the Closing Date, or, as the case may be, the Postponed Closing Date, the Offeror shall, and shall procure that the Offeror Group or any companies controlled by a Sponsor shall, take any and all actions and shall comply with any and all conditions and obligations imposed by the Competition Authorities solely in respect of such (intended) acquisition or (intended) change and required to obtain a positive decision by the Competition Authorities regarding the transactions contemplated by this Merger Protocol.

8.3 The parties shall fully cooperate in preparing and making any filing required to be made to the applicable Competition Authorities set forth on Schedule 8.1.2. The Company shall take any and all provisional measures and actions required in the jurisdictions referred to in Schedule 8.1.2 reasonably requested by the Offeror in order to enable closing of the transactions contemplated by this Merger Protocol, if such would be possible prior to obtaining specific antitrust clearances; provided that all such actions shall be conditioned on the occurrence of the Settlement Date.

9. UNDERTAKINGS AND INTERIM PERIOD

Conduct of Business

9.1 As of the date of this Merger Protocol until the earliest of (i) the Settlement Date or (ii) the date on which this Merger Protocol is terminated in accordance with Clause 14 (the “Interim Period”), the Company shall conduct its and the Group’s business and

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operations in the ordinary course of business. Furthermore, during this Interim Period, without the prior written consent of the Offeror, the Company shall refrain from taking any of the actions, and it shall procure that its Group companies shall refrain from taking any of the actions, set out in Schedule 9.1.

9.2 The Company undertakes to:

9.2.1 convene a shareholders’ meeting to provide the shareholders of the Company with the necessary information concerning the Offer at least 8 (eight) days before the Closing Date in accordance with Article 9q of the DSSD; moreover, at such meeting the shareholders shall be requested to vote:

(a) for the amendment of the Articles of Association as envisaged in Schedule 9.2.1, which amendment shall be subject to and come into effect on Settlement;

(b) for the appointment of those persons set out in Clause 3.2 above, it being understood that, prior to this vote, the Company shall explain to the shareholders the extent to which any of the Independent Members nominated for appointment are not independent as defined in the Dutch Corporate Governance Code (as currently applied by the Company); and

(c) Should the extraordinary general meeting of shareholders held in accordance with Article 9q DSSD not vote in favour of the appointment of the Offeror’s nominees such that the Offeror’s nominees are appointed as members of the Supervisory Board with effect as of the Settlement Date, then the Company will immediately after the meeting convene an extraordinary general meeting that shall be held on the earliest date following the Settlement Date on which the Offeror can attend the meeting and vote any Shares acquired by the Offeror on the Settlement Date, taking into account the customary record date of not more than ultimately seven days prior to a general meeting of shareholders. In such case, the Parties to this Merger Protocol agree that during the period between the Settlement Date and the date the appointment of the Offeror’s nominees as members of the Supervisory Board becomes effective, the resignation of the current members of the Supervisory Board will not become effective until the date the appointment of the Offeror’s nominees as members of the Board becomes effective. In this period, in order to protect the position of the Offeror as majority shareholder of the Company, the members of the Supervisory Board will take into account any instructions received from the Offeror, save where such would not be permitted by Dutch law. The agenda for a second extraordinary general meeting of shareholders as contemplated by this Clause shall, to the extent deemed necessary by the Offeror, also include a proposed resolution to approve amendments to the articles of association as proposed by the Offeror.

9.2.2 take all reasonable actions, as specifically requested by the Offeror and as are reasonably within its powers, that are necessary and appropriate to effectuate the aforementioned appointment of new Supervisory Board members and amendment of the Articles of Association;

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9.2.3 at the cost and expense of the Offeror, allow the Offeror and its advisers full access to the Group’s directors, employees, premises, documents and advisers and furnish the Offeror and its advisers, as soon as such is available, with regular updates on financial results and developments material to the Company or members of the Group as referred to in Schedule 9.2.3 and all such other information and documentation as may reasonably be required in connection with (i) the preparation of the Offer in order to achieve, as far as possible, a true and complete insight in the Offer; (ii) any syndication of debt interests in the group of the Offeror, including preparation of an information memorandum, management representation at road shows or any other assistance reasonably requested in connection therewith; and (iii) any offering of bonds or in connection with other indebtedness to be incurred following the Offer, including preparation of an offering memorandum or information memorandum in connection therewith and procuring comfort letters from the Company’s auditors and access to audit working papers in connection with any offering of bonds;

9.2.4 refrain from acquiring, or agreeing to acquire, any additional Shares;

9.2.5 use commercially reasonable efforts to prepare and provide to the Offeror as soon as reasonably practicable a copy of (i) the Company’s audited consolidated statements of income, cash flows, and changes in stockholders’ equity for the 2003, 2004 and 2005 fiscal years and audited consolidated balance sheets as of December 31, 2004 and December 31, 2005, together with accompanying notes, in each case prepared in accordance with US GAAP and compliant with Regulation S-X under the Exchange Act (except that the reporting currency may be the Euro), and a signed unqualified audit opinion and (ii) a consolidated balance sheet as of March 31, 2006 and the related statements of income, cash flows, and changes in stockholders’ equity for the three month-period then ended, together with the corresponding three-month prior period, prepared on the same Regulation S-X compliant basis;

9.2.6 consult with the Offeror as to timing, manner and content of any and all material communications with employee representative bodies or employees generally with respect to the Offer and to provide the Offeror with draft copies of such communications to employee representative bodies or employees generally with respect to the Offer so as to enable the Offeror and its advisers to comment on, and meaningfully participate in the preparation of, such communications;

9.2.7 complete prior to the Closing Date the unwinding of the partial ownership of VNU Inc. by Nauru CV, such that VNU International B.V. has become the sole shareholder of VNU, Inc; and

9.2.8 from the date hereof through the Settlement Date, comply with the Exchange Act (including without limitation, if required by the Exchange Act and the rules

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and regulations promulgated thereunder, prepare and file a registration statement to register the Ordinary Shares thereunder), and provide the Offeror with information reasonably sufficient to demonstrate that the Company is in compliance with the Exchange Act.

9.3 The Offeror undertakes to:

9.3.1 use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange the Debt Financing on the terms and conditions described in the Debt Financing Commitments (provided that the Sponsors and the Offeror may replace the Debt Financing or amend the Debt Financing Commitments as the Sponsors or the Offeror determine in their reasonable discretion is necessary or appropriate to consummate the Offer and provided, further, that such replacement or amendment of the Debt Financing or amendment of the Debt Financing Commitments shall not materially increase the aggregate amount of debt for the Offer or materially increase the conditionality of the Debt Financing;

9.3.2 provided that the Company shall have complied with Clauses 10 and 11, to refrain from acquiring, or agreeing to acquire, any shares in the capital of the Company, except that, so long as no Change of Control Offer that is reasonably likely to constitute a Competing Offer has been publicly announced or communicated to the Company, the Offeror shall be entitled to acquire any shares in the capital of the Company;

9.3.3 provided that the Company shall have complied with Clauses 10, 11 and 14, not dispose, sell or transfer any shares in the capital of the Company held by the Offeror from time to time (the “Offeror Shares”) except: (i) in stock market transactions; or (ii) to a party the Offeror has reason to believe holds (or would hold after the sale or transfer to such party), together with related parties acting in concert with such party, 1% or less of the total issued share capital of the Company (the “Permitted Disposals”); provided that in case a third party announces a Competing Offer that is recommended by the Supervisory Board, the Offeror shall offer any Offeror Shares to such third party for sale against immediate delivery and payment of the offer price reflected in such Competing Offer and without any other conditions, whereby the relevant third party shall be entitled to accept the offer within 10 Business Days after the announcement, failing which the Offeror may withdraw its offer; and furthermore provided that the Offeror shall tender any Shares it holds at the closing date of the acceptance period of such Competing Offer, without prejudice to its ability to engage in Permitted Disposals at any time.

9.3.4 comply with the covenants set forth on Schedule 9.3.4;

9.3.5 procure that the Company shall be permitted to obtain and fully pay for “tail” insurance policies with a claims period of at least six years from the Settlement Date with respect to directors’, officers’ and fiduciaries’ liability insurance in amounts and scopes at least as favourable as the Company’s existing policies for claims arising from facts or events that occurred on or prior to the

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Settlement Date (“Tail D&O Insurance”), and if the Company obtains such Tail D&O Insurance, the Offeror undertakes to take no action to revoke, rescind or otherwise challenge such policies or coverage thereunder. If the Company does not obtain such Tail D&O Insurance prior to the Settlement Date, the Offeror shall, as soon as practicable after the Settlement Date, either (i) procure and fully pay for retroactive to the Settlement Date Tail D&O Insurance policies with a claims period of at least six years from the Settlement Date or (ii) maintain in effect for six years from the Settlement Date the current directors’, officers’ and fiduciaries’ liability insurance policies maintained by the Company (provided that the Offeror may substitute therefor policies of at least the same coverage containing terms and conditions that are not less favourable) with respect to matters occurring prior to the Settlement Date; provided, however, that in no event shall the Offeror be required to expend pursuant to this Clause 9.3.4 more than an amount in the aggregate equal to 300% of the current annual premiums paid by the Company for such insurance; provided, further, that the Offeror shall be required to obtain as much coverage as is possible under substantially similar policies for such maximum annual amount;

9.3.6 procure that the articles of association or other governing documents of each of the members of the Group shall contain provisions no less favourable with respect to indemnification, advancement of expenses and exculpation of individuals who were directors and officers prior to the Settlement Date than are presently set forth in the articles of association or other governing documents of each of the members of the Group, which provisions shall not be amended, repealed or otherwise modified with retroactive effect until the expiration of the applicable statute of limitations for the claims identified above in any manner that would adversely affect the rights thereunder of any such individual;

9.3.7 procure that each of the directors and officers of the Group who is a beneficiary of Tail D&O Insurance as referred to in Clause 9.3.5 is a direct and irrevocable third party beneficiary of Clause 9.3.5, and each person who is a beneficiary of the indemnification, expenses and exculpation provisions as referred to in Clause 9.3.6 is a direct and irrevocable third party beneficiary of Clause 9.3.6, in each case with the right to enforce such Clauses as fully as if such person were a party hereto;

9.3.8 cooperate with the Company in connection with any action taken by the Company in accordance with Clause 9.2.8 and otherwise use commercially reasonable efforts to cause the Offer Condition set forth in Clause 7.1.16 to be satisfied; and

9.3.9 offer and negotiate, and use commercially reasonable efforts to enter into, sale and purchase agreements with the holders of all of the Preferred B Shares, pursuant to which they would agree to sell their respective Preferred B Shares to the Offeror as per the Settlement Date, subject to the Offer being unconditional (gestanddoening) on terms which are at least as favourable to these holders as the indicative terms discussed between the Company and the Offeror prior to execution of this Merger Protocol.

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Consultation and Cooperation

9.4 The Offeror and the Company shall:

9.4.1 consult each other in respect of any relevant matters in pursuance of the Offer, including without limitation on publicity and public relations, subject to the terms and provisions of this Merger Protocol; and

9.4.2 notify each other promptly (and supply copies of all relevant information) of any event or circumstance it may become aware of and which would be likely to have material adverse consequences for the Offer, including a significant impact on the satisfaction of the Pre-Offer Conditions and/or the Offer Conditions, provided that any delay in or absence of such notification by the Offeror shall not prejudice any of the Offeror’s rights under or pursuant to this Merger Protocol and that any non-material delay in or the absence of such notification by the Company shall not prejudice any of the Company’s rights under or pursuant to this Merger Protocol.

9.5 After the date of this Merger Protocol, the Company and the Offeror will have regular consultation meetings in which, inter alia, the Company informs the Offeror upon the financial status and projections of the Company and the Group.

9.6 Three (3) Business Days prior to the expiration of the (initial) tender period, the Parties together with the Executive Board shall have a verification and bring down meeting for the purpose of (i) the Company giving comfort to the Offeror that, to the best knowledge of the members of the Executive Board having made reasonable enquiries, the Offer Conditions in Clause 7.1.4 (no Material Adverse Effect), Clause 7.1.7 (no breach by the Company), Clause 7.1.12 (no breach of DSSA), Clause 7.1.13 (trading not suspended) and Clause 7.1.16 (Exchange Act) have been fulfilled (or not, as applicable) as of that time and (ii) the Offeror giving comfort to the Company that, to the best of the knowledge of the members of the board of directors of the Offeror having made reasonable enquiries, the Offer Conditions in Clause 7.1.8 (no breach by the Offeror) and Clause 7.1.12 (no breach of DSSA) have been fulfilled (or not, as applicable) as of that time. Immediately following this meeting, Offeror shall confirm that it is satisfied with the outcome of the bring down meeting and that it expects the Offer Conditions set out in Clause 7.1.4 (no Material Adverse Effect), Clause 7.1.7 (no breach by the Company), Clause 7.1.8 (no breach by the Offeror), Clause 7.1.12 (no breach of DSSA) and 7.1.13 (trading not suspended) shall be fulfilled on the Closing Date.

9.7 Without prejudice to any liability of the members of the Executive Board mentioned in this Clause 9.7 pursuant to law generally, statements in Clause 9.6 are not intended, and shall not operate, to result in any liability of any members of the Executive Board (or, for the avoidance of doubt, any members of the Supervisory Board, the Company, any member of the Group companies or any of their respective employees, agents or advisors), save that an individual member of the Executive Board may be liable for any material misstatements in the statements referred to in Clause 9.6 where such individual member of the Executive Board is finally determined by a competent court to have been seriously culpably negligent (schuldig aan ernstig verwijtbaar handelen). This Clause 9.7 shall be construed as an irrevocable third party stipulation for nil consideration (onherroepelijk derdenbeding om niet), as referred to in Clause 6:253 of the Dutch Civil Code, for the benefit of the members of the Executive Board.

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Warranties

9.8 The Company hereby represents and warrants to the Offeror that, at the date hereof, each of the following statements is true and accurate:

9.8.1 Neither the Company nor any member of the Group is subject to a voluntary or involuntary liquidation, administration order, suspension of payments, attachment of any of its assets or any other insolvency proceeding in any jurisdiction and, to the best knowledge, information and belief of the Company, no facts or circumstances exist which would entitle any person to begin any of those proceedings in any jurisdiction against any material member of the Group;

9.8.2 The Shares as described in recital (C) constitute the Company’s entire issued and outstanding capital and are duly authorised, validly issued and fully paid-up and the Company holds no shares in the share capital of the Company other than the Treasury Shares;

9.8.3 There are no outstanding rights granted by the Company to subscribe for any securities in the Company or any other member of the Group, other than (i) any arrangements(s) with the Stichting; (ii) the Convertible Bonds and (iii) any employee options (including but not limited to options granted to the Executive Board) disclosed to the Offeror;

9.8.4 To the best of the Senior Management Team’s knowledge after having made reasonable inquiries, the Company has provided all material information with respect to the business, financial position or results of operations of the Group, taken as a whole, that could reasonably be expected to be material to a group of private equity investors contemplating a public offer for the Shares;

9.8.5 The fees payable by the Company to its financial advisers in connection with the Offer have been fully disclosed to the Offeror in writing upon the date of this Merger Protocol;

9.8.6 The Company is not, and has not been, required to register any class of securities under the Exchange Act;

9.8.7 The Company has all necessary corporate power and authority to execute and deliver this Merger Protocol, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Merger Protocol by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorised by all necessary action by the Executive Board and the Supervisory Board prior to the execution of this Merger Protocol, will be duly and validly authorised, and no corporate proceedings on the part of the Company are necessary to authorise this Merger Protocol, to perform is obligations hereunder, or to consummate the transactions contemplated hereby. This Merger Protocol has been duly and validly executed and delivered by

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Company and, assuming due authorisation, execution and delivery hereof by the Offeror, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to the effects of any laws relating to or affecting creditors’ rights generally, general equitable principles and any implied covenant of good faith and fair dealing; and

9.8.8 The Offeror shall not invoke a breach of the warranty in Clause 9.8.4 in order to terminate this Agreement or invoke the non-fulfilment of the Pre-Offer Condition in Clause 6.1.1 (no breach Company) or the Offer Condition in Clause 7.1.7 (no breach Company) or seek damages or any other remedy, except to the extent the failure of the warranty in Clause 9.8.4 to be true and accurate could reasonably be expected to have a material impact on the price that a group of private equity investors contemplating a public offer for the Shares would reasonably be expected to pay.

9.9 The Offeror hereby represents and warrants to the Company that, at the date hereof, each of the following statements is true and accurate:

9.9.1 The Offeror has delivered to the Company at the date of this Merger Protocol guarantees from each of the Sponsors or funds managed by or affiliated therewith (the “Guarantees”) pursuant to which each of those parties has guaranteed a portion of Offeror’s obligations under Clause 14.5 hereof. The Offeror has delivered to the Company at the date of this Merger Protocol true and complete copies of committed term sheets from the Offeror’s debt providers (the “Debt Providers”) as set out therein (the “Debt Financing Commitments”), pursuant to which the financing parties thereto have agreed to lend the amounts set forth therein, subject to the terms and conditions set forth therein (the “Debt Financing”) so that at the Closing Date or Postponed Closing Date, as the case may be, upon funding taking place pursuant to the Debt Financing Commitments, and after the receipt by the Offeror of the further equity investments in the Offeror that the Offeror has requested from the Sponsors totalling approximately EUR 3.0 billion (it being expressly understood that no Sponsor has made any commitments, or will otherwise have any obligation towards the Offeror (or towards the Company or any of its shareholders) other than as set forth in the Guarantee from it or the relevant party managed by or affiliate with it), it will have adequate financial means to (i) finance the Offer and to (ii) replace the Company’s debt financing as of February 28, 2006 as set out in Schedule 9.9.1A and to (iii) pay all relevant fees and expenses. Except as permitted by Clause 9.3.1, none of the Debt Financing Commitments have been amended, withdrawn or rescinded and the Debt Financing Commitments are in full force and effect. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing, other than as set forth in or contemplated by the Debt Financing Commitments. As of the date of this Merger Protocol, the Offeror confirms to the Company that it does not have any reason to believe that any of the conditions to the Debt Financing will not be satisfied or that the Debt Financing will not be available to the Offeror on the Closing Date. Copies of the Debt Financing Commitments to the Offeror confirming committed funding and the Guarantees from each of the Sponsors are attached as Schedule 9.9.1B.

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9.9.2 The Offeror has all necessary corporate power and authority to execute and deliver this Merger Protocol, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Merger Protocol by the Offeror and the consummation by the Offeror of the transactions contemplated hereby have been duly and validly authorised by all necessary action by the board of directors of the Offeror and, prior to the execution of this Merger Protocol, will be duly and validly authorised by all necessary action by the shareholders of the Offeror, and no corporate proceedings on the part of the Offeror are necessary to authorise this Merger Protocol, to perform is obligations hereunder, or to consummate the transactions contemplated hereby. This Merger Protocol has been duly and validly executed and delivered by Offeror and, assuming due authorisation, execution and delivery hereof by the Company, constitutes a legal, valid and binding obligation of the Offeror enforceable against the Offeror in accordance with its terms, subject to the effects of any laws relating to or affecting creditors’ rights generally, general equitable principles and any implied covenant of good faith and fair dealing.

9.9.3 The Offeror is not subject to a voluntary or involuntary liquidation, administration order, suspension of payments, attachment of any of its assets or any other insolvency proceeding in any jurisdiction and, to the best knowledge, information and belief of the Offeror, no facts or circumstances exist which would entitle any person to begin any of those proceedings in any jurisdiction against any person from which it has received a Guarantee.

Priority Shares and Employee Options

9.10 Prior to the Commencement Date, the Company shall enter into an agreement with the Priority Foundation, on conditions satisfactory to the Offeror, and, providing for the transfer of the Priority Shares to the Company on the Settlement Date for nominal value, which transfer shall be subject only to the condition precedent that the Offer has been declared unconditional (gestanddoening).

9.11 Prior to the Commencement Date, the Company shall procure that the board of directors of the Priority Foundation shall adopt the resolution substantially in the form attached hereto as Schedule 9.11.

9.12 At the Settlement Date: (a) each then outstanding option to purchase Ordinary Shares granted pursuant to any share option plan of the Group (any such option, a “Stock Option”), whether or not then vested or exercisable, shall be cancelled by the Company, and, in consideration for the cancellation of such Stock Option, each holder of a cancelled Stock Option shall be entitled to an amount payable by the Company equal to the product of (i) the number of Ordinary Shares previously subject to such Stock Option and (ii) the excess, if any, of the Ordinary Share Consideration over the exercise price per share of Ordinary Share previously subject to such Stock Option; and (b) each then outstanding restricted stock unit granted pursuant to any equity participation plan

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(together with any share option plan of the Group, a “Share Scheme”, and any such award, an “RSU”) (excluding any RSU granted as described in the letter of exceptions to Schedule 9.1, which, upon the Settlement Date, shall become payable solely in cash in accordance with its terms) whether or not then vested or unvested, shall be cancelled by the Company, and, in consideration for the cancellation of such RSU, each holder of a cancelled RSU shall be entitled to an amount payable by the Company equal to the product of (i) the number of Ordinary Shares previously underlying such RSU and (ii) the Ordinary Share Consideration. All payments made pursuant to this Clause 9.12 shall be less any applicable withholding for any applicable taxes, which shall be remitted to the appropriate governmental taxing authority; provided, however, that to the extent that any such amounts are so withheld and remitted, those amounts shall be treated as having been paid to the holder of such Stock Option or RSU, as applicable, for all purposes under this Merger Protocol.

9.13 Provided that the Offer is made and this Merger Protocol is not terminated, the relevant members of the Boards and the Senior Management Team who hold, directly or indirectly, one or more Shares, irrevocably undertake to tender such Shares to the Offeror under the terms and conditions of the Offer. Furthermore, provided that the Offer has been made and this Merger Protocol has not been terminated, the Company shall use its reasonable efforts to have the employees of the Company or the Group who are or become holders of Shares tender their shares under the terms and conditions of the Offer.

Extension of Offer into the United States

9.14 If an Election is made, the Company will use its best efforts and co-operate with the Offeror to extend the Offer into the United States and will reasonably inquire whether any persons resident in the United States beneficially hold 40% (forty per cent.) of the Ordinary Shares, excluding ordinary shares held by any person that beneficially holds more than 10% (ten per cent.) of the issued ordinary shares of the Company. In addition, the Company will reasonably inquire whether there are any persons resident in the United States that beneficially holds any of the issued 7% Preferred Shares. The Company will share with the Offeror the results of such inquiries.

10. NON-SOLICITATION AND ALTERNATIVE PROPOSALS

10.1 For the purposes of this Merger Protocol, the “Exclusivity Period” shall mean the period commencing on the date hereof and ending on the Termination Date, save in the event this Merger Protocol is terminated in accordance with Clause 11, in which case the Exclusivity Period shall end upon termination of this Merger Protocol.

10.2 The Company shall, and shall cause its subsidiaries and its and their respective officers, directors, employees, representatives and agents to, immediately cease any activities, discussions or negotiations with any parties that may be ongoing with respect to an Alternative Proposal (as defined below). The Company confirms hereby that neither it nor any of its and their respective officers, directors, employees, representatives and agents are at the date of signing of this Merger Protocol in negotiations or discussions with any third party that may lead to an Alternative Proposal.

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10.3 During the Exclusivity Period, the Company shall, and shall ensure that all members of the Supervisory Board, the Management Board, its subsidiaries and group companies, and its and their respective directors, employees, representatives and agents (the “Relevant Persons”), proceed with the preparations for the Offer in good faith and as expediently as practicable. In addition, the Company shall not, and shall ensure that the Relevant Persons shall not, in any way, directly or indirectly, solicit, facilitate, encourage or invite any third party to communicate an offer or proposal for the making of an offer for any or all shares in the share capital of the Company or any significant subsidiary or direct or indirect assets constituting 15% or more of the consolidated assets of the Company, or a merger, legal merger, consolidation or demerger involving the Company or any significant subsidiary, or a reorganisation or re-capitalisation of the Company or any significant subsidiary (an “Alternative Proposal”).

10.4 In the event that following the execution of this Merger Protocol a third party has communicated to the Company an Alternative Proposal, nothing in this Merger Protocol shall prohibit the Company from receiving and accepting such communication, or, subject to Clauses 11 or 14.4, making recommendations to the Company’s shareholders in respect of the Alternative Proposal.

10.5 Following initial receipt of an unsolicited and uninvited communication from a third party containing a bona fide Alternative Proposal (the “Receipt”), the Company may consider such Alternative Proposal from such third party, engage in discussions or negotiations regarding such Alternative Proposal and disclose due diligence information to the third party making the Alternative Proposal, only if:

10.5.1 such Alternative Proposal, in the opinion of the Boards, constitutes or is reasonably expected to lead to a Competing Offer within the time period referred to in Clause 10.8;

10.5.2 the Supervisory Board has, after consultation with the Company’s outside legal counsel and financial advisers, in good faith reached the reasonable conclusion that the fiduciary duties of the members of the Boards towards the Company’s shareholders require the Company to engage in such discussions, negotiations or disclosure of information; and

10.5.3 the Company has complied with Clauses 10.2 and 10.3.

10.6 Before engaging in discussions or negotiations regarding such Alternative Proposal or disclosure of due diligence information, the Company shall first enter into a confidentiality and standstill agreement with such third party on terms which are no less favourable to the Company than the terms of the Confidentiality and Standstill Agreements (except for such changes specifically necessary in order for the Company to be able to comply with its obligations under this Merger Protocol and it being understood that the Company may, without prejudice to the provisions in Clauses 10 and 11, if the Supervisory Board, after consultation with the Company’s outside legal counsel, in good faith concludes that its fiduciary duties require it to do so, enter into a confidentiality agreement with a standstill provision that does not restrict such third party from proposing a Change of Control Offer if it similarly waives or similarly modifies any standstill provision in the Confidentiality and Standstill Agreements.

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10.7 If the Company engages in discussions or negotiations, or discloses due diligence information, the Offeror will receive the same information as provided to such third party under this Clause, whereby due diligence information provided by the Company to such third party shall, to the extent practicable, simultaneously be provided by the Company to the Offeror, but in any case within 24 hours thereafter.

10.8 No later than 10 (ten) Business Days following the Receipt, during which period the Company may enable the third party to complete any due diligence activities, the Company must notify the Offeror whether, in the reasonable opinion of the Supervisory Board, the Alternative Proposal constitutes a Competing Offer as set out in Clause 11, whereby:

10.8.1 in case the Supervisory Board, after consultation with the Company’s outside legal counsel and financial advisers, in good faith concludes that the Alternative Proposal constitutes a Competing Offer, the Company shall inform the Offeror accordingly and submit to the Offeror a written notice setting out in reasonable and sufficient detail the identity of the third party making the Offer, the financing plans and the material terms and conditions of the Competing Offer, including the higher consideration offered by the Competing Offer;

10.8.2 in case the Alternative Proposal does not, in the reasonable opinion of the Supervisory Board qualify as a Competing Offer, the Company shall immediately terminate any contacts, discussions, negotiations, disclosure of information relating to the Alternative Proposal, it being understood that, if the Offeror so requests, the Company shall make public that it has terminated any engagement in relation to the Alternative Proposal if the Alternative Proposal has also been communicated in public.

10.9 For the purposes of determining the value of an Alternative Proposal or any Competing Offer which involves an offering of securities of a class already listed on a stock exchange, the securities in question will be valued, inter alia, by reference to the closing middle market quotations (as derived from the relevant stock exchange’s daily official list) for the 5 (five) Business Days immediately preceding the day the Alternative Proposal or Competing Offer is communicated to the Company. Securities of a class not already listed on a stock exchange will be taken at the value reasonably attributed to them by the Company’s financial advisers.

10.10 Except as otherwise provided for in this Merger Protocol, the Company undertakes to enforce its rights under any confidentiality and/or standstill agreement entered into by it and any third party in connection with an Alternative Proposal and the Company agrees not to waive any of its rights under any such confidentiality and/or standstill agreement without the prior written consent of the Offeror, except and to the extent that: (i) the Supervisory Board has, after consultation with the Company’s outside legal counsel, in good faith reached the conclusion that the fiduciary duties of the members of the Boards towards the Company’s shareholders require such waiver to permit such third party to propose a Change of Control Offer and (ii) the Company similarly waives the standstill provision in the Confidentiality and Standstill Agreements. For the avoidance of doubt, the Company shall promptly request the return or destruction of all confidential

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information regarding the Company and its subsidiaries provided to any such persons on, prior to or after the date of this Merger Protocol pursuant to the terms of any confidentiality agreements or otherwise.

10.11 During the Exclusivity Period, the Company will notify the Offeror promptly (and in any event within 24 (twenty-four) hours) if any communication, invitation, approach or enquiry, or any request for information is received by the Company or any of the Relevant Persons. In case an Alternative Proposal is received, the Company shall notify the Offeror in writing of the identity of the third party making the Alternative Proposal, the proposed consideration and other key terms of the Alternative Proposal, so as to enable the Offeror to consider its position in light of such Alternative Proposal and to assess the (possible) effects of such Alternative Proposal on the Offer and the Offer’s chances of success, and the Company shall promptly (and in any event within 24 (twenty-four) hours) notify the Offeror in writing of any material modifications to an Alternative Proposal.

11. COMPETING OFFER

11.1 For the purpose of this Clause, a “Competing Offer” is a bona fide Alternative Proposal that provides for an offer of 50% (fifty per cent.) or more of the Shares or a proposal for a legal merger (juridische fusie) that would involve a change of control of the Company (a “Change of Control Offer”) that, in the reasonable opinion of the Supervisory Board, after consultation with the Company’s outside legal counsel and financial advisers, and acting in good faith, is reasonably capable of being consummated, taking into account all legal, financial, regulatory, timing, and similar aspects of, and conditions to, that Alternative Proposal (including, without limitation, the absence of further due diligence requirements, the certainty of financing and the identity and track record of the person making the proposal), and that, if consummated, would result in a transaction more favourable to the Company, the Company’s business and the Company’s stakeholders than the transaction contemplated by this Merger Protocol (after giving effect to any adjustments to the terms and provisions of this Merger Protocol that the Offeror may, but shall not be required to propose, in response to such Competing Offer, without prejudice to the procedure set out in Clause 11.2), whereby the consideration per Ordinary Share offered in such Competing Offer must exceed the Ordinary Share Consideration by at least EUR 1.0.

11.2 In the event that the Supervisory Board concludes in accordance with Clause 10.8.1 that an Alternative Proposal constitutes or has resulted in a Competing Offer, the following steps shall be completed:

11.2.1 the Company shall promptly (in any event within 24 (twenty-four) hours) inform the Offeror of such event in writing by a notice setting out the information referred to in Clause 11.1 (such notice in writing hereinafter the “Notice”);

11.2.2 The Offeror shall have 10 (ten) Business Days following the date on which it has received the Notice in respect of a Competing Offer (it being understood that any material changes to the Competing Offer shall give rise to a new 10 (ten) Business Days period) to communicate to the Chairman of the Supervisory

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Board a revision of the Offer made on terms and conditions which, in the reasonable opinion of the Supervisory Board, are at least as favourable to the Company, the Company’s business and the Company’s stakeholders as the Competing Offer as set forth in the Notice (“Revised Offer”);

11.2.3 If, the Company is, and has at all times been, in compliance with Clauses 10 and 11 and within 10 (ten) Business Days after its receipt of the Notice the Offeror fails to communicate a Revised Offer or has indicated in writing that it will not communicate a Revised Offer, and the Boards inform the Offeror in writing of their intention, provided that their fiduciary duties towards the shareholders of the Company require them to do so, to recommend the Competing Offer, the Company shall be entitled to terminate this Merger Protocol, with immediate effect and without prejudice to Clause 14.4. If the Company does not elect to terminate this Merger Protocol within 2 (two) Business Days after it has become entitled to do so, or the Boards do not inform the Offeror of their intention to recommend the Competing Offer, the Offeror shall have the right to require the Company and the Boards to promptly (and in any event within 24 (twenty-four) hours) reaffirm their support and recommendation of the Offer as contemplated in this Merger Protocol. If details of the Competing Offer have become public, the Company and the Boards shall do so by way of a public announcement. Should the Company and the Boards fail to reaffirm their support and recommendation of the Offer within 24 (twenty-four) hours after having received the relevant request from the Offeror, the Offeror shall have the right to terminate this Merger Protocol, without prejudice to Clause 14.4; and

11.2.4 if the Offeror announces a Revised Offer to the Supervisory Board in accordance with Clause 11.2.2, the Company may not terminate this Merger Protocol and the Company shall continue to be bound by their respective rights and obligations of this Merger Protocol (including, without limitation, Clause 10), including in relation to any future Competing Offer.

11.3 This Clause 11 applies mutatis mutandis to any consecutive Competing Offer.

12. CONFIDENTIALITY

Subject to the provisions of this Merger Protocol and the Confidentiality and Standstill Agreements (and without prejudice to Clause 9.2.2), to the extent applicable, no Party shall, without the written approval of the other Parties, disclose the existence and contents of this Merger Protocol and the discussions and negotiations concerning the Offer to any third party except to the extent that it is obliged to make such a disclosure pursuant to applicable law, including without limitation, the Merger Rules, a court or other governmental authority, provided that the foregoing shall not prevent the disclosure of information or the taking of any other action by the Parties, their affiliates or advisers which is provided for in the terms of the Confidentiality and Standstill Agreements as entered into on 4 December 2005, as amended on 23 January 2006. Where possible, the disclosing Party shall, prior to disclosure, consult the other Party about the form and contents of such disclosure. Subject to Clause 11 the Company shall not, and shall use ensure that the members of the Senior Management Team, its advisers and the members

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of any Board shall not, make any public announcement or comment in any press publication that is materially inconsistent with the recommendation and support for the Offer as contemplated by Clause 5.

13. COSTS

13.1 Subject to Clause 14, any costs incurred by the Parties in connection with the preparation for or performance of obligations under this Merger Protocol or in connection with the preparation or conclusion of the Offer shall be for their own account.

14. TERMINATION

14.1 Except for Clauses 6.4, 7.5, 9.3.2, 9.7, 9.8.8 and 12 up to and including 18, which Clauses shall survive termination of this Merger Protocol, this Merger Protocol and the rights and obligations hereunder will immediately terminate:

14.1.1 if any or all of the Pre-Offer Conditions have not been satisfied or waived on or prior to 23 May 2006; or

14.1.2 if upon the Closing Date or Postponed Closing Date, as the case may be, not all Offer Conditions are satisfied and the relevant Offer Conditions that have not been satisfied have not been waived in accordance with this Merger Protocol ultimately on the Termination Date;

14.1.3 if the Company or the Offeror terminates this Merger Protocol in writing pursuant to Clause 11.2.3; or

14.1.4 if the Offeror terminates this Merger Protocol in writing pursuant to: (i) either Board announcing that it no longer supports or recommends the Offer as contemplated by Clause 5; or (ii) either Board amending the text of its recommendation of the Offer without the agreement of the Offeror; provided that the Offeror shall not withhold or delay its agreement in respect of drafting changes that do not affect the Offer in any material respect,

provided that if it becomes clear prior to 23 May 2006 or the Termination Date, respectively, that any of the Pre-Offer Conditions or Offer Conditions cannot be satisfied, and the Offeror or the Company does not elect to waive that or those conditions in respect of which it has the power to waive, the Offeror or the Company, each insofar as it is entitled under this Merger Protocol to waive any Pre-Offer Conditions or Offer Conditions that cannot be satisfied, may, but is not required to, terminate this Merger Protocol with immediate effect.

14.2 The Company may terminate this Merger Protocol by written notice to the Offeror: (i) in the event the Pre-Offer Conditions have been satisfied or waived by the relevant Parties, but the Offeror has not made the Offer by the Commencement Date or (ii) in the event the Offer has been made and all Offer Conditions have been satisfied or waived by the relevant Parties, but Settlement does not take place on the Settlement Date or (iii) if the Offeror breaches in any material respect any provision of this Merger Protocol; provided that termination of this Merger Protocol as contemplated by this Clause 14.2(iii) shall not take effect in case the Offeror remedies the relevant breach within 10 (ten) Business Days after the Company having given written notice to the Offeror of such breach. This termination shall not affect the rights that the Company may have vis-à-vis the Offeror in accordance with Section 14.5 of this Merger Protocol, if applicable.

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14.3 Notwithstanding anything to the contrary in this Merger Protocol, neither party shall have any liability to the other party, except (i) with respect to the Offeror, as provided in and subject to Clause 14.5, (ii) with respect to the Company, for any wilful and material breach by the Company of its obligations under this Merger Protocol and (iii) with respect to the Company, as provided in and subject to Clause 14.4. The remedy provided under Clause 14.5 shall be the exclusive remedy of the Company in the event this Merger Protocol is terminated. The Offeror shall not have any other liability arising out of or relating to the Merger Protocol, whether for a breach of the Merger Protocol or otherwise and whether or not the Merger Protocol has been terminated. For the avoidance of doubt, the Offeror’s remedies in case of an attributable breach (toerekenbare niet-nakoming) by the Company of any of its obligations under this Merger Protocol shall include, without limitation, the right for the Offeror to require performance (nakoming) by the Company of its obligations under this Merger Protocol.

14.4 In the event that this Merger Protocol is terminated:

14.4.1 by the Company pursuant to Clause 14.1.3 (Competing Offer);

14.4.2 by the Offeror pursuant to Clause 14.1.4 (Revocation of Recommendation); or

14.4.3 by the Offeror pursuant to Clause 14.1.2 under circumstances where the Offer Condition in Clause 7.1.1 has not been waived or satisfied, and prior to or simultaneously with such termination (i) a bona fide Alternative Proposal comprising a Change of Control Offer or (ii) a bona fide proposal with respect to an acquisition of any of the Company’s marketing information or media measurement information divisions is communicated by a third party (each of (i) and (ii) a “Third Party Proposal”) and, within 12 months after such termination, the Company enters into an agreement in respect of any Third Party Proposal that is subsequently consummated or a Third Party Proposal is consummated;

the Company shall immediately reimburse to the Offeror, by way of liquidated damages, an amount of EUR 74.52 million (less amounts paid or payable pursuant to Clause 14.6).

14.5 In the event (i) the Merger Protocol is terminated by the Company pursuant to Clauses 14.2(i), 14.2(ii) or 14.2(iii), (ii) the Offeror has wilfully and materially breached any provision of this Merger Protocol, and (iii) at the time of such termination either (a) the Offer Conditions have been satisfied or waived but Settlement does not take place on the Settlement Date or (b) the sole reason that the Offer Conditions have not been satisfied is the Offeror’s wilful and material breach of this Merger Protocol, then the Offeror shall immediately reimburse to the Company, by way of liquidated damages, an amount of EUR 149.04 million, unless the Company has materially breached this Merger Protocol.

14.6 In the event that the Merger Protocol is terminated,

(i) by the Offeror pursuant to Clause 14.1.2 under circumstances where the Offer Condition in Clause 7.1.1 has not been satisfied or waived;

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(ii) the Offer Conditions set out in Clauses 7.1.6, 7.1.8, 7.1.9, 7.1.12 and 7.1.13 have either been satisfied or waived; and

(iii) the Company has not actually paid to the Offeror the reimbursement provided for in Clause 14.4,

the Company shall immediately reimburse to the Offeror an amount equal to the sum of any and all out-of-pocket costs, fees and expenses submitted to the Company by the Offeror or the Sponsors in connection with the preparation of the transactions contemplated in this Merger Protocol up to a maximum amount of EUR 30,000,000 (thirty million euros). For the avoidance of doubt, (a) the cost reimbursement set out in this Clause 14.6 shall apply regardless of whether on the Closing Date or Postponed Closing Date, as the case may be, any Offer Condition is not waived or satisfied (except as set out in (ii) above) and (b) this cost reimbursement shall not apply if and to the extent the Company has actually paid the Offeror damages arising from a wilful and material breach by the Company of its obligations under this Merger Protocol (and any damages arising therefrom shall be reduced if and to the extent damages become owing and the cost reimbursement has been paid).

15. MISCELLANEOUS

15.1 In this Merger Protocol, references to:

15.1.1 this Merger Protocol, shall include the recitals and Schedules to this Merger Protocol, each of which constitutes an integral part of this Merger Protocol;

15.1.2 Clauses and Schedules, are to the Clauses of, and Schedules to, this Merger Protocol and include the matters referred to in such Clauses and Schedules;

15.1.3 statutes, acts and the like of whatever jurisdiction shall include any modification, re-enactment or extension thereof and any orders, regulations, instruments or other subordinate legislation made there under in force from time to time;

15.1.4 the masculine gender shall include the feminine gender and neutral and vice versa;

15.1.5 the singular number shall include the plural and vice versa;

15.1.6 persons shall include corporate bodies, corporate entities, firms, unincorporated or incorporated associations, foundations and partnerships;

15.1.7 the headings are inserted for convenience only and shall not affect the construction of this Merger Protocol;

15.1.8 where reference is made to the Company, unless the context requires otherwise, the Company shall include any and all group companies; and

15.1.9 for the purpose of this Merger Protocol, a “Business Day” means a day (other than a Saturday or Sunday) on which banks and Euronext are generally open in The Netherlands for normal business.

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15.2 The Parties undertake to each other to execute and perform all such deeds, documents, assurances, acts and things and to exercise all powers and rights available to them, in whatever capacity, including the giving of all waivers and consents and the passing of all resolutions reasonably required to ensure that the Parties and their representatives (if any) give effect to the provisions of this Merger Protocol.

15.3 If part of this Merger Protocol is or becomes invalid or non-binding, the Parties shall remain bound to the remaining part. The Parties shall replace the invalid or non-binding part by provisions which are valid and binding and the legal effect of which, given the contents and purpose of this Merger Protocol, is, to the greatest extent possible, similar to that of the invalid or non-binding part.

15.4 This Merger Protocol shall only be amended or supplemented in writing with approval of all Parties.

15.5 For the purpose of this Merger Protocol, any approval of the Company shall be deemed to include the approval of the Boards.

15.6 The rights of any Party shall not be prejudiced or restricted by any indulgence or forbearance extended to any other Party and no waiver by any Party in respect of any breach shall operate as a waiver in respect of any subsequent breach.

16. ASSIGNMENT

Neither Party may assign or transfer any of its rights or obligations under this Merger Protocol without the prior written consent of the other Party except that the Offeror may assign or transfer the rights under this Merger Protocol to any member of the Offeror Group, or by way of a pledge of rights under this Merger Protocol, to financing banks (or their agents or trustees); provided that no such assignment shall relieve the Offeror of any obligations or liability hereunder.

17. NOTICES AND PLACE OF RESIDENCE

17.1 Any notices or other formal communication to be provided pursuant to this Merger Protocol (which includes fax, but not email), must be in writing and may be delivered in person, or sent by post or fax (with true copy by post) to the Party to be served as follows:

17.1.1 to the Company and the Boards at:

VNU N.V.

770 Broadway

New York, NY 10003

Attention: Chief Legal Officer

Telephone: +1-646–654–5000

Facsimile: +1-646–654–5060

With a copy to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

Attention: John G. Finley / Peter Malloy

Telephone: + 1-212–455–2000

Facsimile: +1-212–455–2502

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And with a copy to:

De Brauw Blackstone Westbroek

Tripolis

1076 HR Amsterdam

Attention: Jaap Winter / Arne Grimme

Telephone: +31 20 577 1771

Facsimile: +31 20 577 1775

17.1.2 to the Offeror at:

Valcon Acquisition B.V.

Jachthavenweg 118

1081 KJ Amsterdam

Attention: Management Board c/o Evert Vink

Telephone: + 31 20 5407575

Facsimile: + 31 20 5407500

With a copy to:

Clifford Chance LLP

Droogbak 1A

1013 CG Amsterdam

Attention: Thijs Alexander / Hans Beerlage

Telephone: + 31 20 7119000

Facsimile: + 31 20 7119999

And with a copy to:

Latham & Watkins LLP

885 Third Avenue

New York, NY 10022

Attention: R. Ronald Hopkinson / Raymond Y. Lin / Jennifer S. Perkins

Telephone: + 1-212–906–1200

Facsimile: + 1-212–751–4864

or at such other address or fax number as such Party may notify the other Parties under this Clause. Any notice or other document sent by post shall be sent by recorded delivery post (aangetekende post met ontvangstbevestiging) (if the place of destination is the same as its country of origin) or by overnight courier (if its destination is elsewhere).

17.2 Any notice or other communication shall be deemed to have been given:

17.2.1 if delivered in person, at the time of delivery; or

- 36 -

17.2.2 if sent by post, at 10.00 a.m. on the second Business Day after it was posted or at 10.00 a.m. (local time at the place of destination) on the first Business Day after it was sent by overnight courier; or

17.2.3 if sent by fax, on the date of transmission, if transmitted before 3.00 p.m. (local time at the place of destination) on any Business Day and in any other case, on the Business Day following the date of transmission).

17.3 In proving the delivery of a notice or other communication, it shall be sufficient to prove that delivery in person was made or that the envelope containing the communication was properly addressed and posted, either by recorded delivery post or by prepaid airmail, as the case may be, or that the fax was properly addressed and transmitted, as the case may be.

17.4 For all matters relating to this Merger Protocol, each Party nominates the address referred to in this Clause as its place of residence.

18. GOVERNING LAW AND FORUM

18.1 This Merger Protocol is construed in accordance with and shall be governed exclusively by the laws of The Netherlands.

18.2 All disputes in connection with this Merger Protocol shall be finally settled in accordance with the Arbitration Rules in relation to domestic arbitration of the Netherlands Arbitration Institute (Nederlands Arbitrage Instituut). The arbitral tribunal shall be composed of three arbitrators, to be appointed in accordance with such Arbitration Rules. The place of the arbitration will be Amsterdam, The Netherlands. The arbitrators will decide according to the rules of law. The language of the arbitration shall be English.

- 37 -

AS AGREED and signed on the date written above.

VALCON ACQUISITION B.V.

/s/ Authorized Signatory	/s/ Authorized Signatory
Name:	Name:
Title:	Title:
/s/ Authorized Signatory	/s/ Authorized Signatory
Name:	Name:
Title:	Title:
/s/ Authorized Signatory	/s/ Authorized Signatory
Name:	Name:
Title:	Title:
VNU N.V.
/s/ Authorized Signatory	/s/ Authorized Signatory
Name:	Name:
Title:	Title:

- 38 -

SCHEDULE M FAIRNESS OPINION ROTHSCHILD

- 39 -

SCHEDULE N FAIRNESS OPINION CREDIT SUISSE

- 40 -

SCHEDULE 1.6 ANNOUNCEMENT

- 41 -

SCHEDULE 4.2 STRATEGIC BUSINESS PLAN

• The Offeror plans to focus on high growth high margin data collection and business information units.

• The Offeror’s current intention is to grow the businesses that comprise the Group with a particular focus on the benefits for large global customers who rely on the Company’s industry standard data assets for measurement in their respective fields.

• The Offeror plans to invest in the businesses to maintain and enhance the Company’s leading data collection and measurement franchises on a global basis.

• The Offeror intends to selectively rationalize the portfolio of assets especially in the business information area including the business media Europe unit, as discussed with the Company, to drive for cost leadership and operational excellence through a comprehensive plan to reduce duplicative costs and headcount as discussed with members of the Executive Board.

- 42 -

SCHEDULE 5 BOARD RESOLUTIONS

- 43 -

SCHEDULE 6.1.5 RESIGNATION LETTERS

To: VNU N.V.

To: Valcon Acquisition B.V.

Dear Sirs,

I refer to the Offer as currently contemplated by the Offeror.

Defined terms in this letter shall have the same meaning as set out in this Merger Protocol dated [DATE] between, amongst others, VNU N.V. and Valcon Acquisition B.V.

Subject to the Offer being declared unconditional (gestand gedaan) and subject to the provisions set out below, I hereby voluntarily resign from my position as a member of the Supervisory Board, effective as per the Settlement Date, and confirm that I have no claim against VNU N.V. in respect of loss of office or otherwise, other than claims for compensation relating to any unpaid board members’ fees for services rendered to VNU N.V. during the financial year 2006 effective as per the Settlement Date (or such later date as follows from the Merger Protocol).

By countersigning this letter you hereby confirm that:

(1) I will be fully released from my duties as a member of the Supervisory Board as per the Settlement Date (or such later date as follows from the Merger Protocol).

(2) You will use your best efforts to procure that I will be fully and unconditionally released and discharged from my responsibilities as member of the Supervisory Board.

Yours sincerely,

Signed by:
Agreed	Agreed
VNU N.V.	Valcon Acquisition B.V.

- 44 -

SCHEDULE 6.1.7 PRIOR FINANCIAL INFORMATION

• The Company’s internal report distributed to the Supervisory Board on March 3, 2006

• A.J. Kuper / A. Paanstra letter to the Executive Board dated March 1, 2006

- 45 -

SCHEDULE 6.1.13A SENIOR MANAGEMENT TEAM

Greg Anderson

David Berger

Marc Borkink Sr.

Earl Doppelt

Michael E. Elias

Bart Kuper

Mike Marchesano

Thom Mastrelli

Jim O’Hara

Rob Ruijter

Steve Schmidt

Andrew Smith

Rob van den Bergh

Mike Whelan

Susan Whiting

- 46 -

SCHEDULE 6.1.13B BRING DOWN STATEMENT

LETTERHEAD VNU N.V.

To: Valcon Acquisition B.V.

Jachthavenweg 118

1081 KJ Amsterdam, The Netherlands

[•] 2006

Dear Sirs,

I refer to the Offer as currently contemplated by the Offeror and the Merger Protocol dated [•] March 2006 between Valcon Acquisition B.V. and VNU N.V. Defined terms in this letter shall have the same meaning as set out in the Merger Protocol.

In connection with the Merger Protocol and the Offer as currently contemplated by the Offeror, the Company has provided information about itself, its group and their businesses to you. In view thereof I hereby state that, in my capacity as an employee of VNU and to the best of my knowledge, the Company has prior to the date of the Merger Protocol provided to the Offeror all material information with respect to the business, financial position or results of operations of the Group, taken as a whole, that could reasonably be expected to be material to a group of private equity investors contemplating a public offer for the Shares.

Without prejudice to any liability pursuant to law generally, this statement is not intended, and shall not operate, to result in any liability, save for liability for any material misstatements in this statement, where I am finally determined by a competent court to have been serious culpable negligent (schuldig aan ernstig verwijtbaar handelen).

Yours sincerely,

[•]

Name: [•]

Member of the Senior Management Team of VNU N.V.

- 47 -

SCHEDULE 6.2.2 WORKPAPERS

COMMENCEMENT WORKPAPERS

The 2005 workpapers of the financial statements audit of the primary audit and Corporate team (EY Amsterdam) and of the US-based teams for Marketing Information, Media Measurement Information and Business Media USA, including the Summary Review Memorandums reported by the local audit teams to the Group Team (MI, MMI, BMU USA) and/or Corporate Team

Access Location: New York City

ADDITIONAL WORKPAPERS

Workpapers for the financial statements audit for Marketing Information, Media Measurement Information, Business Media and/or Advisory Services of the local audit team in the following jurisdictions:

Netherlands

United States

United Kingdom

Canada

Spain

Germany

France

Italy

Belgium

Mexico

Brazil

China

Australia

Korea

Access Location: Local country office

OTHER WORKPAPERS

In accordance with Clauses 6.2.2 and 6.3

Access Location: Local country office

- 48 -

SCHEDULE 6.2.3 INTERIM FINANCIAL INFORMATION

Monthly Information

Consolidated Company P&L statements, balance sheets and cash flow accounts as well as a management discussions & analysis;

Monthly (consolidating and consolidated) financial information reporting package at segment level as provided to the Company’s Senior Management

Monthly Group Express Reports

Cash and debt amounts as of month end

Principal terms of any contract renewal (ACNielsen, Nielsen Media Research U.S.) over Euro 5 million

Quarterly Information

Consolidated Company P&L balance sheet and cash flow statements

First Quarter Report 2006 (Quarterly Internal management Book)

- 49 -

SCHEDULE 7.1.9 ANTI-TRUST FILINGS - OFFER CONDITION

United States Hart-Scott-Rodino Antitrust Improvements Act of 1976

Germany

Austria

- 50 -

SCHEDULE 8.1.2 ANTITRUST FILINGS - NO OFFER CONDITION

The following jurisdictions, if required:

Brazil

China

Mexico

- 51 -

SCHEDULE 9.1 INTERIM UNDERTAKINGS

Unless with the prior written consent of the Offeror, which shall not be unreasonably withheld or delayed, and except: (i) as contemplated by the Merger Protocol; (ii) as set forth under “Exceptions to Interim Undertakings” below; and (iii) as regards items (vi), (xi), (xiii), (xiv) and (xvi), for transactions solely between and among the Company and the Wholly-Owned Subsidiaries (defined below), the Company will, and will ensure that the companies comprising the Group will:

(i) not make any changes to the corporate legal group structure, not change the legal form of any entity within the Group and not make any changes that would result in changes with respect to fiscal unity (fiscale eenheid) or tax consolidation within the Group;

(ii) in respect of any of the Company’s non wholly-owned subsidiaries, unless the articles of incorporation or similar governing documents or the terms of shares of capital stock require otherwise, not declare, pay or agree to pay or declare any dividend or make or agree to make any distribution in kind, whether from capital or reserves, including the acquisition of own shares and the reduction of share capital;

(iii) in respect of the Company, not declare, pay or agree to pay or declare any dividend or make or agree to make any distribution in kind, whether from capital or reserves, including the acquisition of own shares and the reduction of share capital, other than as permitted by Clause 1.2 of the Merger Protocol;

(iv) not amend its articles of association or similar constitutional documents;

(v) not create, extend, grant, issue, or agree to create, extend, grant, issue or allow any third party rights over any of the Group’s material assets;

(vi) not create, issue, increase, acquire, reduce, repay, redeem or dispose of, or agree to create, issue, increase, acquire, reduce, repay, redeem or dispose of any shares or equity interests or securities convertible into shares or equity interests or warrants or options to purchase shares or equity interests or securities convertible into shares or equity interests (except for the issuance of Ordinary Shares issuable upon exercise of stock options in accordance with their terms);

(vii) not enter into any capital commitment or investment not provided for in the 2005/2006 budget or the 2005/2006 forecast for the Group (as provided for in the Internal Annual Report 2005 and the Budget Report 2006) involving amounts that individually exceed EUR 5 million or together with other transactions referred to in this paragraph (vii) or paragraph (xii) below in the aggregate exceed EUR 15 million;

(viii) use commercially reasonably endeavours to maintain the services of the Group’s directors, officers, and key employees and its business relationship with key customers, suppliers and others having business dealings with the Group;

(ix) not enter into or amend any employee benefit plan, pension scheme or similar arrangement, or employment agreement, except as required by any employee benefit plan, any collective bargaining agreement or employment agreement fairly disclosed to the Offeror prior to the date of this Merger Protocol, applicable law, or, solely with

- 52 -

respect to the entry into or amendment of any employment agreement, except in respect of any promotion or new hire of any employee (other than any member of the Senior Management Team of the Company) in the ordinary course of business consistent with past practice;

(x) not increase, or agree to increase the remuneration (including fringe, retirement, death or disability benefits or severance packages) of any of the directors or members of the Senior Management Team of the Company or make any change in the provisions of employment of any such directors or such officers or employ any such person;

(xi) not increase or agree to increase the potential severance benefits of any employee;

(xii) not enter into, materially amend or terminate any material lease, hire purchase, instalment sale, insurance or license agreement outside the ordinary course of business for any individual assets in excess of EUR 5 million or that, together with other transactions referred to in this paragraph (xiii) or paragraph (vii) above, in the aggregate exceed EUR 15 million;

(xiii) not provide, extend or renew any guarantee or security for the obligations of any other party other than those of any of the Group companies outside the ordinary course of business;

(xiv) not enter into material new borrowings or change or agree to change the principal amount or otherwise amend the terms of any debt of any Group company in any material respect;

(xv) not pay any material creditors other than in the ordinary course of business, consistent with past practice.

(xvi) not settle any material litigation or individual claims in excess of EUR 5 million or settle any litigation or claims that in the aggregate exceed EUR 10 million;

(xvii) not make any individual acquisitions or divestitures in excess of EUR 5 million and not make any acquisitions or divestitures that in the aggregate exceed of EUR 10 million;

(xviii) not make any material changes in its methods of accounting other than as required by IFRS;

(xix) not write up, write down or write off the book value of any material assets other than as required by IFRS; and

(xx) except as required by law, not make any change in any method of tax accounting for a material amount of taxes.

For the purposes of this Schedule 9.1, the term “Wholly-Owned Subsidiaries” shall mean subsidiaries that the Company actually controls (directly or indirectly).

- 53 -

EXCEPTIONS TO INTERIM UNDERTAKINGS

1. The Company or any member of the Group shall be permitted to:

a. Dissolve Nauru C.V.

b. Incorporate ACN Bosnia.

c. Incorporate ACN Dominican Republic.

d. Strike off Computer Trade Shows Limited

e. Strike off Interactive Exhibitions Limited

f. Strike off Global Media Europe Limited

g. Strike off Axense Group Limited

2. The Company shall not be required to cause the following non-wholly owned subsidiaries and entities to comply with Schedule 9.1(ii) of the Merger Protocol:

SUBSIDIARY/ENTITY	COUNTRY	%OWNED
Interactive Data Corporation	United States	0.06
Interactive Network, Inc.	United States	0.36
NONSTOP Solutions, Incorporated	United States	0.7
RISC S.A.	Switzerland	4.2
Audicom Corporation	United States	4.8
Efficient Market Services, Inc.	United States	6.4
B.L. International, Inc.	United States	10
Interactive Market Systems S.A. (Pty) Ltd	South Africa	10
IBOPE Latinoamericana S.A.	Uruguay	11
IBOPE Pesquisa de Midia Ltda.	Brazil	11
IMI.com	Cayman Islands	11
Roto Smeets De Boer N.V.	Netherlands	13.478
UVEMA Uitgevers Verkoop Maatschappij B.V.	Netherlands	14.25
GQ Denver Property, L.L.C.	United States	17.89
Market Simulations, Inc.	United States	20
MediaMetrie eRatings.com	France	20
EuroClix B.V.	Netherlands	22.481
Rotterdams Tentoonstellingsbureau B.V.	Netherlands	25
Skihapp B.V.	Netherlands	25
HCIA Holding, LLC	United States	34.88
Net Ratings, Inc.	United States	78.6

- 54 -

3. In lieu of stock option grants that would be made to employees of the Group in the ordinary course of business consistent with past practice in March of 2006 (or such later date as may be required under applicable law), the Group may grant restricted stock units to such employees of the Group, and having an aggregate fair value that is equivalent to the aggregate fair value of such stock options as of the grant date, which value shall be consistent with the Group’s past practice, and the same vesting conditions (excluding the acceleration of vesting of any such awards upon any change in control of the Group), as the stock options that would otherwise have been awarded.

4. The Group may amend any pension scheme or other arrangement (including, without limitation, any deferred compensation plan) in order to cause such scheme or arrangement to comply with the requirements of Section 409A of the Code or to allow participants therein to take advantage of certain transition rules (including elections to accelerate certain payments) thereunder; provided, however, that in no event shall any such amendment materially increase the aggregate cost to the Group of payments otherwise due under such schemes or arrangements.

5. The Group may take all actions contemplated under the Company Equity Participation Plan (the “VEPP”) in connection with Bonus RSUs and Matching RSUs (as such terms are used in the VEPP) to be granted in March of 2006.

6. The Group has adopted a special retention incentive program, consisting of up to a $12 million bonus pool, to be allocated by the Supervisory Board among key employees of the Group and paid at the Settlement Date to participants in the program who are employed by the Group as of such date.

7. The Group has adopted a guideline for enhanced severance that permits the Group, in its sole discretion, to designate employees of the Group who are not otherwise covered by a termination protection agreement or executive transition plan to receive severance benefits that are from 120% - 175% of severance pay that such employees would otherwise have received pursuant to the Group’s current severance program. The Group will not designate employees to receive more than $2 million of this enhanced severance pay without the consent of the Offeror.

8. The Group may take all actions set forth in the Compensation Committee Report approved by the Supervisory Board on 28 February 2006.

9. The Supervisory Board may, in its discretion, cause any member of the Group to: (a) enter into a termination protection agreement with Rob Ruijter, in a form that is substantially the same as the termination protection agreements currently in effect with other executive officers of the Group and/or (b) grant Rob Ruijter the right to receive a payment upon any termination of his employment in respect of certain pension benefits he would have received, but for such termination of employment.

10. As a result of a change in accounting standards from Dutch GAAP to IFRS, the Company will amend the existing EBITDA and Net Interest Expense definitions in the EUR 1,000,000,000 Revolving Credit Facility Agreement, solely for purposes of making a fair comparison to pre-IFRS calculations of the Interest Coverage Ratio.

- 55 -

SCHEDULE 9.2.1 AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The key elements of these amendments would include (without limitation):

• deletion of the Priority Shares;

• deletion of the Preferred A Shares;

• any other reasonable changes required in connection with the financing of the Offer; and

• any other amendments reasonably requested by the Offeror

- 56 -

SCHEDULE 9.3.4 EMPLOYEE UNDERTAKINGS

1. For a period of one year after the Settlement Date, the Offeror shall, or shall cause the Group to, provide the employees of the Group (the “Company Employees”) with: (a) annual salary or hourly wage rates for each Company Employee that are no less than those provided by the Group to such Company Employee immediately prior to the Settlement Date and (b) employee benefits at such levels, and such costs to the Company Employees, that are, in the aggregate, no less favourable on a per-capita basis than such benefits (at such levels and such costs) provided under the employee benefit plans maintained by the Group immediately prior to the Settlement Date which (i) with respect to such plans maintained for the benefit of the Company Employees who provide services predominantly within the United States, are set out on Schedule 9.3.4(b) (such plans described in this clause (i), the “US Plans”), and (ii) with respect to such plans maintained for the benefit of Company Employees who provide services predominantly outside the United States, are in effect immediately prior to the Settlement Date (such plans described in this clause (ii), the “NonUS Plans,” and, collectively with the US Plans, the “Group Plans”); provided, however, that for purposes of determining the benefits to be provided pursuant to this paragraph 1(b), the Offeror shall not be required to take into account benefits provided under any material NonUS Plans that either (x) are not listed on a Schedule to be prepared by the Group no later than 15 business days after the date hereof, or (y) are listed on such Schedule, but the costs of such plans have not otherwise been included in the relevant financial statements or operating budgets of the Group, unless such listed NonUS Plans are otherwise approved by Offeror within 15 business days after receipt from the Group (such approval not to be unreasonably withheld). Notwithstanding any of the foregoing, the Offeror shall not be deemed to be in breach of its obligations under this paragraph 1 if the Offeror, at the Offeror’s option, changes the benefits it otherwise is required to provide hereunder to reflect one or more sets of amendments (which, for the avoidance of doubt, shall include the proposed freeze of the U.S. defined benefit pension plan and corresponding enhanced contributions to the U.S. defined contribution plan as contemplated under the Project Forward presentation furnished to the Offeror as a single set of amendments) to the benefit programs (or employee costs) which are contemplated to become effective after the Settlement Date and, on or prior to the Settlement Date, have either been announced to the applicable Company Employees or approved by the management of the applicable operating unit; and For purposes of this paragraph 1, the Group Plans may include, without limitation, defined contribution retirement plans, welfare benefits plans and, where applicable, executive perquisites, but shall not include defined benefit retirement plans or plans providing stock options or other compensation based on equity or the value thereof. In addition, for a period of one year after the Settlement Date, the Offeror shall, or shall cause the Group to, provide the applicable Company Employees with participation in, and payment of incentive compensation pursuant to, the terms of annual and long-term incentive plans maintained by the Group as in effect immediately prior to the Settlement Date (including, without limitation, payment of any amounts payable in respect of the 2005-2006 long-term incentive plan performance period upon the achievement of performance targets established prior to the Settlement Date).

2. For a period of one year following the Settlement Date, or longer as may otherwise be required by applicable law, the Offeror shall, or shall cause the Group to, honour, fulfil and discharge all obligations in existence on the Settlement Date to Company Employees under any employee benefit plans or employee agreements (including, without limitation, any severance

- 57 -

plans (or policies), or special incentive or retention arrangements) in existence on the Settlement Date. In addition, at no time on or after the Settlement Date shall the Offeror revoke any grantor trust which has been listed on Schedule 9.3.4 and a copy of the current trust agreement for which has been furnished to Offeror (each a “Scheduled Trust”), or otherwise seek to appropriate, for a use other than that contemplated by such trust, any assets held in any Scheduled Trust, maintained for the benefit of any Company Employees under any deferred compensation plan in effect prior to the Settlement Date, while there remains any amounts held in any such trust that are, or will become, payable to any Company Employee pursuant to the applicable deferred compensation plan.

3. The Offeror shall, or shall cause the Group to, give Company Employees full credit for such Company Employees’ service with the Group (and any of its predecessors) for all purposes (including, without limitation, eligibility to participate, vesting and determination of early retirement, severance, disability, post-retirement medical and vacation entitlement) under the employee benefit plans or arrangements maintained by the Offeror or in which such Company Employees participate on or after the Settlement Date, to the same extent such service was recognized by the Group immediately prior to the Settlement Date pursuant to the corresponding Group Plans. In addition with respect to any welfare benefit plans maintained for the benefit of Company Employees during the one year period commencing on the Settlement Date, the Offeror shall, or shall cause the Company to, (i) cause there to be waived any eligibility requirements or pre-existing condition limitations or waiting period requirements to the same extent waived under comparable plans of the Group and (ii) give effect, in determining any deductible, co-insurance and maximum out-of-pocket limitations, amounts paid by such Company Employees during the applicable benefit plan year in which the Settlement Date occurs.

4. This Schedule 9.3.4 shall not prejudice any of the rights the Company Employees may have under the employment and co-determination laws of their jurisdiction.

5. Notwithstanding anything to the contrary herein, nothing in this Schedule 9.3.4 shall prohibit the Offeror or the Group from terminating the employment of any Company Employee or engaging in any workforce restructuring efforts after the Settlement Date or affect the terms of any such termination or restructuring, including without limitation any termination, restructuring or amendment of employment terms as part of Project Forward. Except as otherwise described in paragraph 1, the Offeror or the Group shall be free at any time to amend, modify or terminate any employee benefit plan or arrangement (including rates of compensation) affecting one or more employees at any time or for any reason in its sole discretion.

6. For the avoidance of doubt, nothing in this Schedule 9.3.4 whether express or implied, shall be construed to give any Person, other than the Parties or their respective successors and permitted assigns, any legal or equitable right (including any rights to bargain or negotiate under the law on any jurisdiction), remedy, claim or benefit under or in respect of the Merger Protocol or this Schedule 9.3.4.

7. If and to the extent that these undertakings are described in or referred to in the Offer Memorandum, such description or reference in the Offer Memorandum shall clearly reflect the limitations set out in paragraphs 5 and 6 above (it being understood that this paragraph 7 shall not apply to any other public or employee communications).

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Schedule 9.3.4(b)

US Plans

• VNU Health Care Plans (includes medical, prescription drug, dental, vision, health savings account, and the Retiree Medical and Dental insurance programs)

• VNU Life and Accident Insurance plans (includes basic life, supplemental life, dependent life, basic group accident and voluntary group accident insurance plans)

• VNU Disability Plans (includes short-term disability and long-term disability plans)

• VNU Flexible Spending Account Plans (includes health care and dependent care savings accounts)

• VNU Deferred Compensation Plan (and related Deferred Compensation Trust Agreement between VNU and State Street Bank and Trust Company dated as of April 1, 2003¹)

• VNU Legal Plan (Hyatt legal plan)

• HealthAllies Health Discount Program

• MetLife Personal Insurance (auto, home, pet, banking)

• VNU Transit Reimbursement Program (commuting/parking pre-tax)

• Employee Assistance Program (EAP)

• Executive Perquisites for select executives (see attached schedule, added to the data room on 3 March 2006)

• executive physicals

• apartment allowances

• financial planning

• club membership dues

• car leases/allowances

• Special Retention Incentive Program referenced in Item 6 of the Exceptions to Schedule 9.1, Interim Undertakings

• Enhanced Severance Guidelines referenced in Item 7 of the Exceptions to Schedule 9.1, Interim Undertakings

• Career Transition Plan (adopted January 1, 2003) and Executive Transition Plan (adopted 2004)

¹ The trust referenced in paragraph 2 of Schedule 9.3.4 has been established pursuant to this trust agreement.

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• Adoption Assistance Program

• VNU MMI Educational Assistance Program

• VNU MI Tuition Reimbursement Program

• Financial Counseling Services

• Paid Time Off

• Recognition Programs

• Service Award Programs

• VNU 401(k) Savings Plan – for salaried employees

• VNU 401(k) Plan – for hourly employees

• Long-Term Incentive Plans (LTIP)

• 2005-2006

• 2004-2005

• 2004-2006

• Claritas Plans

• Frank Martell European Incentive 2005-2007

• Annual Incentive Plans

• Annual Incentive Plan for Executives (AIP)

• Annual Incentive Plan for non-executive corporate employees (AIP)

• Worldwide Annual Incentive Plan (WAIP)

• Management Incentive Plan (MIP)

• PPI

• Team Incentive Plans (TIP)

• Annual Incentive Plan for BASES

• Annual Incentive Plan for Spectra

• Annual Incentive Plan for HomeScan

• VNU Advantage Programs

• Sales Plans

• New Business Development

• TDLinx

• Financial Services

• Retail Sales

• Bentonville Sales

• Trade Dimensions

• Business Media

• Spectra Client Services Plan

• Spectra Management Plan

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SCHEDULE 9.9.1A EXISTING DEBT

	Euro m
	28-02-06 Values
	Carrying	Nominal	Treatment
Long Term Loans
NLG 600M 5.5% Bonds due 2008	283.6	272.3	Replace
EUR 500M 6.625% Bonds due 2007	507.6	500.0	Replace
USD 150M 7.6% Notes due 2009	125.9	125.9	Replace
EUR 2,500 M Euro Medium Term Note Program
EUR 600 m 6.75% Notes due 2008	53.6	48.9
EUR 50M Floating Rate Notes due 2010	49.8	50.0
GBP 250M 14 Put Resettable Securities due 2010/2017	379.3	365.7
Yen 4,000M 2.50% Notes due 2011	28.5	28.3
EUR 30M 6.75% Notes due 2012	29.8	30.0
EUR 25 Floating Rate Notes due 2012	24.9	25.0
EUR 25 Floating Rate Notes due 2012	24.9	25.0
NLG 500M 5.55% Subordinated Loan Agreement	94.7	90.8	Replace
Long Term Loans	1,602.6	1,561.9
Current Loans
EUR 1,150M 1.75% Convertible Unsubordinated Debenture Loan due 2006	335.4	333.0	Replace
EUR 2,500 M Euro Medium Term Note Program
EUR 150M Floating Rate Notes due 2005 (as extended)	149.1	148.2	Replace
NLG 500M 5.55% Subordinated Loan Agreement	47.3	45.4	Replace
Current Loans	531.8	526.6
Total Loans	2,134.4	2,088.5

- 61 -

	Euro m
Derivatives	28-02-06 Values
	Fair Value		Notional
LT Derivatives
CCS Citibank Euro 250m/($223m)	(65.1	)	250
CCS Deutsche Euro 250m/($223)	(65.1	)	250
CCS Barclays Euro 250m/($226m)	(63.5	)	250
CCS Rabobank £95/(Euro 133m)	(4.0	)	133
CCS Rabobank Euro 133m/($153m)	(14.5	)	133
CCS ABN Amro £55m/(Euro 77.8m)	(1.9	)	78
IRS Barclays Euro 250m	(8.4	)	250
LT Derivatives	(222.5	)	1,344.0
Current Derivatives
CCS Rabobank Euro 650m/($612m)	(131.5	)	650
IRS Rabo Euro 333m	(13.5	)	333
Forwards	(0.3	)	171.7
Current Derivatives	(145.3	)	1,154.7
Total Derivatives	(367.8	)	2,498.7
Total Loans and Derivatives	1,766.6
Financial Leases	not available

- 62 -

SCHEDULE 9.9.1B GUARANTEE

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SCHEDULE 9.11 PRIORITY FOUNDATION

WRITTEN RESOLUTIONS OF THE BOARD OF THE PRIORITY FOUNDATION

The undersigned

1. Joep L. Brentjens;

2. René Dahan;

3. Peter A.F.W. Elverding;

4. Gerald S. Hobbs;

5. Aad G. Jacobs;

6. Frank L.V. Meysman;

7. Rob Ruijter;

8. Rob van den Bergh; and

9. Anton van Rossum

each acting in his capacity of “bestuurder” of Stichting tot Beheer van de Prioriteitsaandelen in VNU N.V., a foundation under the laws of the Netherlands, with corporate seat at Haarlem, the Netherlands and its registered address at Ceylonpoort 5-25, 2037 AA Haarlem, the Netherlands (the “Priority Foundation”), and together constituting the entire board of directors of the Priority Foundation,

WHEREAS

(a) pursuant to article [•] of the Priority Foundation’s articles of association, the board of directors may adopt resolutions without holding a meeting, provided that the resolutions are adopted in writing by the unanimous written vote of all directors;

(b) the Priority Foundation holds 500 issued priority shares in the share capital of VNU N.V. (the “Priority Shares”);

(c) the board of directors has been advised by the Executive Board of VNU N.V., a public company with limited liability incorporated under the laws of the Netherlands, (“VNU”) of the merger protocol, dated 8 March 2006, (the “Merger Protocol”) between VNU and Valcon Acquisition B.V. as the offeror (the “Offeror”) pursuant whereto the Offeror will make a public offer, in cash, for all of the issued ordinary and 7% preferred shares in the capital of VNU (the “Offer”) (other than shares held by VNU), which Offer VNU intends to recommend to its shareholders;

(d) pursuant to Clause 9.10 of the Merger Protocol, VNU has undertaken to enter into an agreement with the Priority Foundation, on conditions satisfactory to the Offeror, and, providing for the transfer of the Priority Shares to VNU on the Settlement Date, as defined in the Merger Protocol, for nominal value, the transfer being subject to the condition precedent that the Offer has been declared unconditional (“gestanddoening”);

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(e) the board of directors has been provided with a draft of the agreement of transfer of the Priority Shares (the “Priority Shares Transfer Agreement”) and it has been advised that the conditions thereof are satisfactory to the Offeror;

(f) the board of directors has been provided with a draft of the deed of amendment to the articles of association of VNU (the “Draft Deed of Amendment”) and it has been advised by the Offeror that the contents thereof are satisfactory to the Offeror; and

(g) the Executive Board of VNU N.V. has been authorized by the general meeting of shareholders of VNU N.V. to repurchase the Priority Shares;

adopt the following resolutions

(i) RESOLVED that the Priority Foundation approve the Priority Shares Transfer Agreement, and shall transfer the Priority Shares to VNU for nominal value as contemplated thereby, subject to the condition precedent that the Offer has been declared unconditional (“gestanddoening”);

(ii) RESOLVED to authorize any two of the board members to sign, execute and deliver the Priority Shares Transfer Agreement on behalf of the Priority Foundation; and

(iii) RESOLVED to take all other actions otherwise reasonably necessary to effect the transaction contemplated by the Merger Protocol.

in evidence whereof:

this document was signed in the manner set out below.

[SIGNATORIES]

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SCHEDULE DEFINITIONS

7% Preferred Shares	has the meaning as set out in recital (C) of the preamble;
affiliate	means, any person or partnership belonging to the same group (as defined below) as such party and any person or partnership of which either party is a subsidiary (as defined below) or which is a subsidiary of such person or partnership;
AFM	means the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten);
Alternative Proposal	has the meaning as set out in Clause 10.3;
Announcement	has the meaning as set out in Clause 1.6;
Articles of Association	means the Company’s Articles of Association;
Business Day	means a day (other than a Saturday or Sunday) on which banks in The Netherlands and Euronext are generally open for normal business;
Boards	means the Executive Board and the Supervisory Board together;
Change of Control Offer	has the meaning as set out in Clause 11.1;
Closing Date	has the meaning as set out in Clause 1.4;
Commencement Date	has the meaning as set out in Clause 6.1;
Company	means VNU N.V., a public limited liability company, duly incorporated and validly existing under the laws of The Netherlands, having its registered office at Haarlem, The Netherlands;
Company Accounts	has the meaning as set out in Clause 6.2.1;
Competing Offer	has the meaning as set out in Clause 11.1;
Competition Authorities	has the meaning as set out in Clause 7.1.9(a);
Confidentiality and Standstill Agreements	has the meaning as set out in recital (G) of the preamble;
Consideration	has the meaning as set out in Clause 1.2;
Controlled 7% Preferred Shares	has the meaning as set out in Clause 7.1.2;
Controlled Ordinary Shares	has the meaning as set out in Clause 7.1.1;

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Covered Persons	has the meaning as set out in Clause 6.4;
DCC	Means the Dutch Civil Code;
Debt Financing	has the meaning as set out in Clause 9.9.1;
Debt Financing Commitments	has the meaning as set out in Clause 9.9.1;
Debt Providers	has the meaning as set out in Clause 9.9.1;
DSSA	means the Dutch Securities Supervision Act 1995 (Wet toezicht effectenverkeer 1995);
DSSD	Means the Dutch Securities Supervision Decree (Besluit toezicht effectenverkeer 1995);
D&T	has the meaning as set out in Clause 6.2.2;
Election	has the meaning as set out in Clause 1.3;
ERISA	means Employee Retirement Income Security Act of 1974, as amended;
Equity Financing	has the meaning as set out in Clause 9.9.1;
Euronext	has the meaning as set out in recital (B) of the preamble;
Exchange Act	has the meaning set out in Clause 1.4;
Exclusivity Period	has the meaning as set out in Clause 10.1;
Executive Board	means the executive board of the Company;
Group	has the meaning as set out in recital (A) of the preamble;
group	(groep as referred to in Section 2:24b Dutch Civil Code) means any economic unit in which legal persons and partnerships are united in one organizations. To the extent required, as regards private persons and partnerships these sections apply mutatis mutandis;
Guarantee	has the meaning as set out in Clause 9.9.1;
IFRS	means the international accounting standards, international financial reporting standards and the related interpretations of these standards issued or adopted by the International Accounting Standards Board from time to time;
Interim Period	has the meaning as set out in Clause 9.1;
Material Adverse Change or Material Adverse Effect	means any effect, event, occurrence, circumstance or change that, individually an together with other effects,

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	events, occurrences, circumstances or changes, has had or could reasonably be expected to have a material adverse effect on the results of operations, cash flow, financial position or the business of the Company, its material business units and the Group, taken as a whole, such that the Offeror cannot reasonably be expected to continue with the Offer or declare the Offer unconditional, other than any effect, event, occurrence, circumstance or change that results from or relates to: (a)          changes after the date hereof in applicable laws or regulations (including Merger Rules, tax laws, accounting regulations or principles) or interpretations thereof; (b)          changes after the date hereof to economies in general or to the industry in which the Company operates, except to the extent such change has had a disproportionate effect on the Company and the Group, taken as a whole, as compared to other persons in the industries in which the Company and the Group or either of the Group’s marketing information and media measurement divisions conduct their businesses; (c)          any matter that is actually known to the Offeror, its group companies or its advisors prior to the date of this Merger Protocol or any matter that is clearly apparent from information contained in the press releases and filings set forth below, provided however that this clause (c) shall only apply to consequences of that matter that are reasonably foreseeable prior to the date of this Merger Protocol:                (i) the published 2004 annual report,                (ii) all press releases published in 2005 or in 2006 and contained on the Company’s website (VNU.com) as of the date of this Merger Protocol; or (d)         a violation of this Merger Protocol or applicable law by the Offeror;
Merger Protocol	has the meaning as set out in recital (C) of the preamble;
Merger Rules	has the meaning as set out in Clause 1.5;

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Notice	has the meaning as set out in Clause 11.2.1;
Offer	has the meaning as set out in recital (L) of the preamble;
Offer Conditions	has the meaning as set out in Clause 7.1;
Offer Memorandum	means the offer memorandum (biedingsbericht) relating to the Offer;
Offeror	means Valcon Acquisition B.V., a private limited liability company, duly incorporated and validly existing under the laws of The Netherlands, having its registered office at Amsterdam;
Offeror Shares	has the meaning as set out in Clause 9.3.3;
Offeror Group	has the meaning as set out in recital (F) of the preamble;
Ordinary Share Consideration	has the meaning as set out in Clause 1.2(a);
Ordinary Shares	has the meaning as set out in recital (C) of the preamble;
Parties	means the Offeror and the Company together, and “Party” means any one of them or the relevant one of them, as the context requires;
Permitted Disposals	has the meaning as set out in Clause 9.3.3;
Postponed Closing Date	has the meaning as set out in Clause 1.4;
Preferred A Shares	has the meaning as set out in recital (D) of the preamble;
Preferred B Shares	has the meaning as set out in recital (C) of the preamble;
Preferred Dividends	has the meaning as set out in Clause 1.2;
Preferred Share Consideration	has the meaning as set out in Clause 1.2(b);
Pre-Offer Conditions	means the conditions to the Offer as set out in Clause 6.1;
Prior Financial Information	has the meaning as set out in Clause 6.1.7(a);
Priority Foundation	means Stichting tot Beheer van de Prioriteitsaandelen in VNU N.V., a foundation (stichting) duly incorporated and validly existing under the laws of The Netherlands, having its registered office at Haarlem
Priority Shares	has the meaning as set out in recital (C) of the preamble;
Purchase Agreement	means any agreements relating to the sale, purchase and transfer of Ordinary Shares or 7% Preferred Shares outside the Offer that are entered into by the Offeror Group or the Sponsors or on their behalf and that provide

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	for a sale by third parties and a purchase by or on behalf of the Offeror Group or the Sponsors of Ordinary Shares or 7% Preferred Shares, which sale and purchase are either unconditional or subject to one or more conditions also included in the Offer (and which shall in any case exclude any irrevocable undertakings to tender into the Offer entered into by any member of the Offeror Group in connection with the Offer);
Receipt	has the meaning as set out in Clause 10.5;
Relevant Persons	has the meaning as set out in Clause 10.3;
Revised Offer	has the meaning as set out in Clause 11.2.2;
RSU	has the meaning as set out in Clause 9.12;
Senior Management Team	has the meaning as set out in Clause 6.1.13;
Settlement	has the meaning as set out in recital (O) of the preamble;
Settlement Date	has the meaning as set out in recital (O) of the preamble;
Shares	has the meaning as set out in recital (C) of the preamble;
Share Scheme	has the meaning as set out in Clause 9.12;
Sponsors	has the meaning as set out in recital (F) of the preamble;
Stichting VNU	has the meaning as set out in recital (D) of the preamble;
Stock Option	has the meaning as set out in Clause 9.12;
subsidiary	(dochtermaatschappij as referred to in Section 2:24a Dutch Civil Code) means any: (i) a legal person in which the legal person or one or more of its subsidiaries, pursuant to an agreement with other persons entitled to vote or otherwise, can exercise, solely or jointly, more than one half of the voting rights at a general meeting or (ii) a legal person of which the legal person or one or more its subsidiaries is a member or shareholder and, pursuant to an agreement with other persons entitled to vote or otherwise, can appoint or dismiss, solely or jointly, more than one half of the directors or officers or of the supervisory board members, if all persons entitled to vote were to cast their vote. A partnership acting in its own name, for the obligations of which the legal person or one or more subsidiaries is, as a partner, fully liable to obligees shall be treated as a subsidiary. To the extent required, as regards private persons and partnerships these sections apply mutatis mutandis;

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Successor Transaction	has the meaning as set out in Clause 4.6;
Supervisory Board	means the supervisory board of the Company;
Tail D&O Insurance	has the meaning as set out in Clause 9.3.5;
Tendered Share	has the meaning as set out in Clause 1.2;
Termination Date	has the meaning as set out in Clause 7.1;
Third Party Proposal	has the meaning as set out in Clause 14.4.3;
Treasury Shares	has the meaning as set out in recital (C) of the preamble;
WOR	means the Works Council Act (Wet op de Ondernemingsraden);
Workpapers	has the meaning as set out in Clause 6.2.2;
2005 Financial Statements	has the meaning as set out in Clause 6.2.1; and
2005 Workpapers	has the meaning as set out in Clause 6.2.2.

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EX-2.1(B)

Exhibit 2.1(b)

Valcon Acquisition B.V.

May 4th, 2006

VNU N.V.

Ceylonpoort 5-25

2037 AA Haarlem

Attention: Supervisory Board and Executive Board

Gentlemen:

Reference is made to the Merger Protocol, dated as of March 8, 2006 (the “Merger Protocol”), between Valcon Acquisition B.V. (the “Offeror”) and VNU N.V. (the “Company”). Capitalized terms used herein and not otherwise defined have the meanings set forth in the Merger Protocol.

Whereas:

(A) the Offeror has decided (i) to increase the Offer Price per Ordinary Shares to EUR 29.50, (ii) to increase the Offer Price per 7% Preferred Share to EUR 21.00, (iii) to lower the acceptance level threshold for the Ordinary Shares tendered under the Offer as stated in Clause 7.1.1 of the Merger Protocol from 95% to 80% and (iv) to extend the acceptance period to 19 May 2006 at 15:00 hours, Amsterdam time (9:00 hours, New York time);

(B) the decision under (A) requires that certain amendments be made to the Merger Protocol;

(C) the Offeror and the Company now wish to make these amendments to the Merger Protocol in connection with the decision set out under (A) above;

The Offeror and the Company hereby agree that:

(i) the reference to “EUR 28.75 (in words: twenty eight euros seventy five cents)” in Clause 1.2(a) of the Merger Protocol is replaced by: “EUR 29.50 (in words: twenty nine euros fifty cents)”;

(ii) the reference to “EUR 13.00 (in words: thirteen euros)” in Clause 1.2(b) of the Merger Protocol is replaced by: “EUR 21.00 (in words: twenty one euros)”;

(iii) in connection with the extension of the acceptance period as set out above, Clause 7.2 of the Merger Protocol is deleted;

(iv) in connection with (iii) above, the words “in accordance with Clause 7.2” in Clause 1.4 of the Merger Protocol are deleted, and

(iv) the reference to “95%” in Clause 7.1.1 of the Merger Protocol is replaced by “80%”

The parties hereby confirm that the amendments set out above are otherwise without prejudice to their rights and obligations under the Merger Protocol. For the avoidance of doubt, this letter agreement shall constitute an amendment of, and shall be construed as an integral part of, the Merger Protocol, and wherever the terms “Merger Protocol” and “Offer” and other defined terms are used in the Merger Protocol they shall contemplate the Merger Protocol and the Offer as amended by this letter agreement. A clause that no longer exists is without prejudice.

For the avoidance of doubt, the continued effectiveness of the indemnity in Clause 14.6 of the Merger Protocol shall not be not affected by any of the changes set out above, it being understood that the cross reference to Clause 7.1.1 in that clause should be read as a cross reference to Clause 7.1.1 as amended above.

This letter is construed in accordance with and shall be governed exclusively by the laws of The Netherlands. All disputes in connection with this letter shall be finally settled in accordance with the Arbitration Rules in relation to domestic arbitration of the Netherlands Arbitration Institute (Nederlands Arbitrage Instituut). The arbitral tribunal shall be composed of three arbitrators, to be appointed in accordance with such Arbitration Rules. The place of the arbitration will be Amsterdam, The Netherlands. The arbitrators will decide according to the rules of law. The language of the arbitration shall be English.

If the foregoing correctly sets forth the agreement of the parties, then please execute and deliver this letter agreement as indicated below.

2

Sincerely,
VALCON ACQUISITION B.V.
/s/ Authorized Signatory Name: Title:	/s/ Authorized Signatory Name: Title:
/s/ Authorized Signatory Name: Title:	/s/ Authorized Signatory Name: Title:
/s/ Authorized Signatory Name: Title:	/s/ Authorized Signatory Name: Title:
Agreed and Accepted:
VNU N.V.
/s/ Authorized Signatory Name: Title:
/s/ Authorized Signatory Name: Title:

3

EX-3.1

Exhibit 3.1

In this translation an attempt has been made to be as literal as possible without jeopardizing the overall continuity. Inevitably, differences may occur in translation, and if so the Dutch text will by law govern.

AMENDMENT OF THE ARTICLES OF ASSOCIATION

This eighth day of February two thousand seven appeared before me, Dr. Thomas Pieter van Duuren, civil law notary in Amsterdam:

Brain Mulder ten Kate, in this matter with residence at the offices of Clifford Chance LLP, 1013 GE Amsterdam, Droogbak la, born in Apeldoorn, on the twenty-fifth of June nineteen hundred seventy-four.

The person appearing declares that the general meeting of shareholders of VNU GROUP B.V., with corporate seat in Haarlem, the Netherlands, having its principal place of business at 2037 AA Haarlem, the Netherlands, Ceylonpoort 5-25, has resolved on the thirty-first day of January two thousand seven, to amend and to completely renew the articles of association of the company as well as to authorize the appearer to execute this deed of amendment of the articles of association of which resolutions appear from the shareholder’s resolution attached to this deed.

Pursuant to those resolutions the person appearing declares that he converts the limited liability company into a private company with limited liability and in connection therewith amends the company’s articles of association such that these shall read in full as follows

ARTICLES OF ASSOCIATION:

Article 1: Name and Registered office.

1. The company bears the name: The Nielsen Company B.V.

2. It has its registered office at Haarlem.

Article 2: Object.

The object of the company is:

a. to acquire, to incorporate, to participate in and to take an interest in enterprises, in particular those active in the field of information and communication in general and in the field of marketing Information, media measurement and information and publication of business information;

b. to conduct the management of; to coordinate the activities of, to manage, to render services to, as well as to cooperate with such enterprises and to exercise the rights connected with such participations and interests;

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c. to finance or to have financed enterprises with which it forms a group and in any way to provide security or to undertake the obligations of as well as to take a financial interest in an other way in such enterprises; and

d. to perform all activities related to, ensuing from or possibly conducive to any of the foregoing.

Article 3. Capital and shares.

1. The authorized capital amounts to [one hundred eleven million two hundred thousand euro (EUR 111,200,000.00)].

It is divided into five hundred and fifty million (550,000,000) common shares, each share amounting to twenty cents (EUR 0.20) and one hundred and fifty thousand (150,000) seven percent (7%) preference shares, each share amounting to eight euro (EUR 8).

2. The provisions laid down in the present articles of association with respect to shares and shareholders will, unless the contrary will be evident, be applicable to all shares and all holders of shares.

Article 4: Issue of shares.

1. Shares will be issued in accordance with a resolution of the general meeting of shareholders, hereinafter referred to as: the general meeting, insofar the general meeting has not designated another body of the company in this respect

2. The issue of a share shall require a deed intended for such purpose executed before a civil law notary (notaris) practising in the Netherlands, to which those involved are a party.

Article 5: Conditions of issue. Pre-emption right.

1. In the resolution for the issue of shares, the price and the further conditions of issue will be fixed.

2. Upon issuance of shares, each shareholder shall have a right of pre-emption in proportion to the aggregate nominal amount of hi shares, subject to the limitations set by law and these articles of association.

3. In exercising the right of pre-emption holders of shares belonging to the class of shares to be issued shall have preference over holders of shares belonging to another class.

4. Notwithstanding the provisions of paragraphs 2 and 3, a holder of shares belonging to any class of preference shares shall not have a right of pre-emption in respect of common shares that are issued and a holder of common shares shall not have a right of pre-emption in respect of preference shares that are issued.

5. A shareholder shall have no right of pre-emption in respect of shares issued for a contribution in kind.

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6. The provisions of the preceding paragraphs shall apply correspondingly to the granting of rights to acquire shares but shall not apply to the issue of shares to a party exercising a previously obtained right to acquire shares.

7. Prior to each single issuance the right of pre-emption may be limited or excluded by the body of the company competent to issue.

Article 6: Payment on shares.

The full nominal amount of each share must be paid in on issue.

Article 7: Payment in cash and payment in kind.

1. Payment on a share shall be made in cash insofar as no other contribution has been agreed upon.

2. Payment in foreign currency may only be made with permission of the company.

Article 8: Company shares.

1. The company may, without prejudice to the statutory provisions and those laid down in these articles of association, only acquire paid up company shares for a consideration in case:

a. the common equity, reduced by the price of acquisition, will not be lower than the paid and claimed part of the capital increased by the reserves which shall be kept by virtue of the law, and

b. the nominal amount of the shares or depository receipts thereof to be acquired, and of the shares or depository receipts thereof already held by the company and its subsidiaries, does not exceed one half of the Issued capital; and

c. the acquisition has been authorized by the general meeting or by another body of the company, designated iii this respect by the general meeting.

2. For the validity of the acquisition, the amount of equity appearing from the last adopted balance sheet, reduced by the acquisition price for shares in the capital of the company or depository receipts thereof and distributions out of profits or reserves to others, which have become due by the company and its subsidiaries after the balance sheet date, shall be decisive. An acquisition in accordance with paragraph I shall not be permitted, if more than six months have elapsed after the end of a financial year without the annual accounts being adopted.

3. An acquisition of shares or depository receipts thereof in contravention of paragraph 1 shall be void.

4. The company may give loans with a view to the subscription for or acquisition of shares in its capital or depository receipts thereof, but only up to the amount of the distributable reserves.

5. The disposal of shares or depository receipts thereof held by the company shall be effected pursuant to a resolution of the general meeting, insofar as the general meeting has not designated another body of the company in this respect. The

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resolution to dispose of such shares or depository receipts shall also stipulate the conditions of the disposal. The disposal of shares held by the company shall be effected with due observance to the provisions of the blocking clause.

6. No voting rights may be exercised in the general meeting for any share held by the company or any of its subsidiaries, nor in respect of any share of which the company or any of its subsidiaries holds depository receipts.

Article 9: Capital reduction.

1. The general meeting may adopt a resolution for the reduction of the issued capital, however, only on proposal of the Executive Board which proposal will have been approved by a resolution of the Supervisory Board taken with a simple majority of the votes cast:

a. by the redemption of shares; or

b. by reducing the amount of the shares by way of an amendment of the articles of association, provided that as a result thereof the issued capital or the paid part thereof will not fall below the amount prescribed in article 2:178, Civil Code.

In said resolution, the shares to which the resolution relates shall be designated and the implementation of the resolution shall be arranged.

2. A resolution for redemption may also relate to:

a. either shares held by the company itself or of which it holds the depository receipts; or

b. seven percent (7%) preference shares, provided that their par value is repaid;

3. Reduction of the amount of the shares without repayment and without exemption from the liability for payment shall be made proportionately on all shares of a similar category.

The requirement of proportion may be deviated from with the consent of all shareholders concerned.

4. Partial repayment on shares or exemption from the liability for payment will only be possible by way of implementation of a resolution for reduction of the amount of the shares.

Such a repayment or exemption shall be made proportionately on all shares. The requirement of proportion may be deviated from with the consent of all shareholders concerned.

5. A resolution for capital reduction will require a prior or simultaneous resolution of approval of the meeting of each group of holders of shares of a similar category whose rights will be. prejudiced.

6. A resolution for capital reduction will require a majority of at least two/thirds of the votes cast, in case less than fifty percent of the issued capital will be represented at the meeting. This provision will be correspondingly applicable to a resolution as referred to in paragraph 5 of this article.

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7. The convening notice for a meeting in which a resolution as stated in the present article will be passed will state the object of the capital reduction and the manner of implementation.

Article 10: Registered shares.

All shares will be registered shares. No share certificates shall be issued.

Article 11: Shareholders register.

1. A register will be kept at the office of the company in which all holders of shares will be registered, with additional statement of their addresses and the amount paid on each share.

The register will also include the names and addresses of those parties holding a right of usufruct or a right of pledge on shares, with additional statement which rights attached to the shares will accrue to them in accordance with article 12.

2. At request, the Executive Board will gratuitously provide a shareholder, a usufructuary and a pledgee with an extract from the register with respect to his right to a registered share.

In case the share will be subject to a right of usufruct or a right of pledge, the extract will state to whom the rights referred to in article 12 will accrue.

3. The Executive Board will deposit the register at the office of the company for perusal by the shareholders as well as the usufructuaries and pledgees to whom the rights of a holder of depository receipts referred to in the next article.

The data with respect to shares not paid up will be available for perusal by everyone; a copy of or an extract from said data will be provided at cost.

4. The registers will be kept up-to-date regularly.

Every annotation in a register will be signed by a member of the Executive Board and a member of the Supervisory Board.

Otherwise the manner in which the registers will be arranged will be determined by the Executive Board, and with due observance of the. statutory regulations with respect to shares not paid up.

Article 12: Transfer. Rights in rem. Shares in an undivided community of property. Restrictions on the transfer of shares.

1. The transfer of shares will require a notarial deed of transfer and serving of said deed upon the company or written acknowledgement of the transfer by the company.

2. The provisions in paragraph 1 of this article will be correspondingly applicable to the creation and transfer of the right of usufruct and to the creation of a right of pledge on registered shares.

3. The provisions in paragraph 1 of this article will be correspondingly applicable to the apportionment of registered shares in case of a division of any community of property.

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4. The shareholder will hold the voting right on the shares on which a right of usufruct or a right of pledge will have been created. However, the voting right will accrue to the usufructuary in case this will have been determined at the creation of the right of usufruct, provided that both this provision and, in case of a transfer of the usufruct, the transmission of the right to vote, are approved by the general meeting; the voting right will accrue to the pledgee in case this will have been determined at the creation of the Right of pledge, provided that the creation of the right of pledge has been approved .by the general meeting. The shareholder not holding the voting right, and the usufructuary and the pledgee holding the voting right, will hold the rights granted by law to the holders of depository receipts of shares issued with the cooperation of the company.

The rights referred to in the preceding sentence will not accrue to the usufructuary and the pledgee not holding the voting right.

5. The rights for the acquisition of shares ensuing from the share will accrue to the usufructuary holding the voting right, subject to the proviso that be shall compensate the value of said rights to the shareholder insofar he has no claim to them by virtue of his right of usufruct.

6. In case shares or a right of usufruct or a right of pledge thereon will form part of an undivided community of property, the parties entitled may only exercise their rights ensuing from said shares or the restricted right by a person to be designated by them in writing.

7. A transfer of shares may only be effected with due observance of the following provisions.

A shareholder who wishes to transfer one or more shares, will require the relative approval of the Executive Board.

The transfer shall be effected within three months alter the approval has been granted or is deemed to have been granted.

The approval will be deemed to have been granted if the Executive Board, simultaneously with the refusal of the approval, does not provide the petitioner with the names of one or more prospective purchasers, who are willing to purchase all the shares referred to in the request for approval, against payment in cash, at the price fixed in accordance with the sixth and seventh sentences of this paragraph; the company itself may only be designated as prospective purchaser, with the approval of the petitioner.

The approval will likewise be deemed to have been granted if the Executive Board has not taken a decision in respect of the request for approval within six weeks of its receipt.

The petitioner and the prospective purchasers accepted by him will fix the price of the shares by mutual agreement.

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Failing agreement, the price will be fixed by an independent expert, to be designated by mutual agreement between the Executive Board and the petitioner.

Should the Executive Board and the petitioner fail to reach agreement on the designation of the independent expert, such designation will be made by the Chairman of the Chamber of Commerce and Industry, within the district in which the company has its main seat.

Once the independent expert has fixed the price of the shares, the petitioner will be free, during one month after such fixation of the price, to decide whether he will transfer his shares to the designated prospective purchasers.

Article 13: Executive Board. Supervision on management.

1. The company will be managed by an Executive Board, consisting of one or more members under the supervision of a Supervisory Board, consisting of one or more members.

The number of members of the Executive Board and the number of members of the Supervisory Board will be fixed by the general meeting.

The members of the Supervisory Board shall be natural persons.

2. The general meeting will appoint the members of the Executive Board and the members of the Supervisory Board.

The general meeting may at any time suspend and dismiss members of the Executive Board and members of the Supervisory Board.

The Supervisory Board may at any time suspend a member of the Executive Board.

3. If either the general meeting or the Supervisory Board has suspended a member of the Executive Board or if the general meeting has suspended a member of the Supervisory Board, the general meeting shall within three months after the suspension has taken effect resolve either to dismiss such member of the Executive Board or member of the Supervisory Board, or to terminate or continue the suspension, failing which the suspension shall lapse.

A resolution to continue the suspension may be adopted only once and in such event the suspension may be continued for a maximum period of three months commencing on the day the general meeting has adopted the resolution to continue the suspension.

If within the period of continued suspension the general meeting has not resolved either to dismiss the member of the Executive Board or the member of the Supervisory Board concerned or to terminate the suspension, the suspension shall lapse.

4. A member of the Executive Board or a member of the Supervisory Board shall in the event of a dismissal or suspension be given the opportunity to account for his actions at the general meeting and to be assisted by an adviser.

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Article 14: Remuneration.

1. The general meeting shall determine the remuneration and all other conditions of employment for each member of the Executive Board.

2. The general meeting shall determine the remuneration of each member of the Supervisory Board.

Article 15: Executive Board. Approval.

1. The Executive Board will be charged with the full management of the affairs of the company.

2. The Executive Board may have itself assisted by one or several persons to whom the title managing director or any other title of which the word managing director forms part, may be granted.

3. The Executive Board may draw up regulations in which the decision-taking process of the Executive Board will be arranged. The regulations will require the approval of the Supervisory Board granted by a resolution taken with a majority of at least two thirds of the votes cast.

4. The Supervisory Board will appoint one of the members of the Executive Board as chairman of the Executive Board and one of the members of the Executive Board as deputy chairman of the Executive Board.

5. The general meeting may adopt resolutions pursuant to which clearly specified resolutions of the Executive Board or the Supervisory Board require its approval. The Executive Board and the Supervisory hoard shall be informed in writing of any such resolutions without delay.

6. The Supervisory Board may adopt resolutions requiring a majority of at least two thirds of the votes cast pursuant to which also other clearly specified resolutions of the Executive Board require its approval. The Supervisory Board shall also decide in the aforementioned resolutions if such approval has to be granted by a resolution taken with absolute majority of the votes cast, or by a resolution taken with a majority of at least two thirds of the votes cast.

The Supervisory Board shall inform in writing the Executive Board of any such resolution without delay.

7. The lacking of the approval as mentioned in this article may not be invoked by or against third parties.

Article 16: Representation.

1. The Executive Board as well as each member of the Executive Board may represent the company.

2. A member of the Executive Board shall not take part in a decision-making on a subject or transaction in relation to which he has a conflict of interest (tegenstrijdig belang) with the company.

In case of a conflict of interest (tegenstrijdig belang) between the company and one

Page 8 of 19

member or several members of the Executive Board, the company will be represented by the member of the Executive Board or the member of the Supervisory Board designated for that purpose by the chairman of the Supervisory Board, unless the general meeting designates one or more persons, who may also be the member of the Executive Board who has a conflict of interest (tegenstrijdig belang) with the company.

3. In case of absence or inability to attend of one or several members of the Executive Board, the remaining members of the Executive Board or the remaining member of the Executive Board will be temporarily charged with the entire management.

4. In case of all members of the Executive Board being absent or unable to attend, the Supervisory Board will be temporarily charged with the entire management. The Supervisory Board will in said case be competent to temporarily entrust the management to one or several persons from its number or otherwise.

Article 17: Supervisory Board.

1. It will be the task of the Supervisory Board to supervise the policy of the Executive Board and the general course of affairs in the company and its associated enterprise. The board will assist the Executive Board by the rendering of advice. In the performance of their duties, the supervisory directors will be guided by the interest of the company and its associated enterprise.

2. The Executive Board will timely provide the Supervisory Board with the data necessary for the performance of its duties.

3. Every member of the Supervisory Board will have access to the buildings and sites of the company.

4. The Supervisory Board will be competent to peruse the accounting records, vouchers and other data carriers of the company and to assess the cash resources. The Supervisory Board may have said powers exercised by one or several members from its number designated by the board for this purpose or by a register accountant designated for this purpose by the Supervisory Board.

Article 18: Meetings and decision-taking process of the Supervisory Board.

1. The Supervisory Board will appoint one of its members as chairman of the Supervisory Board and one of its members as deputy chairman of the Supervisory Board. The Supervisory Board will designate a secretary and, if necessary, a deputy secretary whether or not from its number.

2. The Supervisory Board will hold a meeting whenever deemed desirable by any member of the Supervisory Board. A member of the Supervisory Board may have himself represented at a meeting by an other member of the Supervisory Board authorised in writing.

3. The Supervisory Board may include the division of duties among the members, the number of votes to cast by each member, quorum requirements for meetings and

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the procedure of the Supervisory Board in a set of regulations. A resolution to adopt, amend or withdraw such set of regulations shall be adopted by the Supervisory Board by a majority of at least two thirds of the votes validly cast.

4. The Supervisory Board will pass its resolutions by an absolute majority of the validly cast votes, unless otherwise determined in the regulations referred to in paragraph 3.

Abstentions will be regarded as votes not cast.

5. The passing of resolutions will require a majority of the members of the Supervisory Board holding office being present or represented at the meeting, unless otherwise determined in the regulations referred to in paragraph 3.

6. Minutes of the proceedings at the meetings will be kept by the secretary of the board. The minutes will be confirmed and signed by the persons who will have acted as chairman and secretary at the meeting.

7. The Supervisory Board may also pass resolutions without a meeting being held, provided (i) the proposal concerned has been despatched to the home address or to a previously stated other address of all members of the Supervisory Board by letter, facsimile or other written reproduction, (ii) none of them has opposed said manner of passing resolutions and (iii) the majority of the supervisory directors holding office has declared to favour the proposal concerned by letter, facsimile or other written reproduction.

The secretary will draw up a report of a resolution thus passed whilst adding the incoming replies, which report will be added to the minutes after having been cosigned by the chairman.

8. A member of the Supervisory Board shall not take part in a decision-making on a subject or transaction in relation to which he has a direct conflict of interest (direct tegenstrijdig belang) with the company.

Article 19:General meetings of shareholders.

1. Annually a general meeting of shareholders will be held, at which inter alia the following items will be considered;

a. the written report of the Executive Board on the conduct of affairs of the company and the management conducted in the past financial year;

b. the adoption of the annual account and the allocation of profits;

c. the proposal regarding the discharge from liability to the members of the Executive Board for the management in the last financial year;

d. the proposal regarding the discharge from liability to members of the Supervisory Board for their supervision in the last financial year;

e. if applicable, the proposal to pay a dividend;

f. other proposals raised, for consideration by the Supervisory Board or the Executive Board.

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2. The annual general meeting will at the latest be held in the month of June.

3. Other general meetings of shareholders will be held whenever the Executive Board and/or the Supervisory Board will pass a resolution to convene such a meeting.

4. The shareholders as well as the holders of depository receipts of shares issued with the cooperation of the company will be called to attend the general meeting of shareholders by or on behalf of the Executive Board or the Supervisory Board.

5. The general meeting of shareholders will be convened not later than on the fifteenth day prior to the date of the meeting.

6. The convening notice will state the subjects to be considered in an agenda or the information that the shareholders and the holders of depository receipts of shares, issued with the cooperation of the company, may take cognizance thereof at the office of the company, without prejudice to the provisions in article 26, paragraph 2 in respect of a proposal for the amendment of the articles of association.

7. One or more shareholders representing solely or jointly at least one-tenth part of the issued share capital may request the Executive Board or the Supervisory Board to convoke a general meeting, stating the subjects to be discussed. If the Executive Board or the Supervisory Board has not convened a meeting within four weeks in such a manner that the meeting can be held within six weeks after the request, the persons who made the request shall be authorized to convene a meeting themselves.

8. No valid resolutions can be adopted at a general meeting in respect of items which are not included in the agenda, unless the entire issued capital is represented at such general meeting as provided for in article 21 paragraph 12 of these articles of association.

9. The agenda may be obtained free of charge by the shareholders and the holders of depository receipts referred to in paragraph 6 of this article at the office of the company.

10. The Executive Board and the Supervisory Board shall provide the general meeting of shareholders with all requested information, unless this would be contrary to an overriding interest of the company. If the Executive Board and the Supervisory Board invoke an overriding interest, they must give reasons.

11. The Executive Board and the Supervisory Board shall inform the general meeting of shareholders by means of explanatory notes. to the agenda of all facts and circumstances relevant to the proposals on the agenda.

Article 20: Place of the meeting. Convening notice.

1. The general meetings will be held in Haarlem, Haarlemmermeer or in Amsterdam. As long as the entire issued capital is represented, a general meeting may also be held elsewhere.

2. All convening notices for said meetings shall be made by letter sent or mailed to their addresses as shown in the register of shareholders.

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Article 21: Chairmanship. Minutes. Rights to attend meetings. Decision-taking process at a meeting and outside a meeting.

1. The chairman of the Supervisory Board will act as chairman of the general meeting of shareholders or, in case of his absence, one of the other supervisory directors to be designated by the Supervisor Board. In case no supervisory directors will be present, the general meeting itself will designate its presidium.

2. Minutes of the proceedings will be kept at each meeting by the secretary of the Supervisory Board or, in case of his absence, by the deputy secretary of said board - in case he will have been designated - , which minutes will be confirmed and signed by the chairman and the minutes secretary unless, at the request of the parties having convened the meetings, an official record will be drawn up by a civil law notary to be designated by them, in which case said official record need only be signed by the civil Jaw notary and by the witnesses, if any.

3. Every shareholder, pledgee and usufructuary (the last two provided they hold voting right on the relevant shares) will be competent, either personally or through an attorney authorised in writing, to attend the general meetings, to address said meetings and, to the extent applicable, to exercise the voting right. Every holder of a depository receipt of share issued with the cooperation of the company (hereinafter: “holder of a depository receipt”) will be competent, either personally or through an attorney authorised in writing, to attend the general meeting and to address the meeting.

4. The person who wishes to exercise the right to vote and to attend the meeting, shall sign the attendance list prior to the meeting, stating his name, the name(s) of the person(s) for whom he acts as attorney, the number of shares he is representing and, as far as applicable, the number of votes he is able to cast.

5. Those who have been authorised in writing shall present their warrant of attorney at the general meeting. The Executive Board may resolve that the warrants of attorney of holders of voting rights will be attached to the attendance list.

6. Every common share will carry the right to cast one vote and each seven percent (7%) preference share will carry the right to cast forty votes.

7. All votes will be cast orally, unless the chairman will deem a written ballot desirable or one of the patties entitled to vote will make the relative request prior to the ballot. Written votes will be cast by unsigned, closed ballot-papers. In case none of the parties entitled to vote present will oppose this, proposals may be adopted by acclamation.

8. All resolutions for which the law or the articles of association does not/do not prescribe a larger majority, will be passed by an absolute majority of the votes cast.

9. Abstentions will be regarded as votes not cast.

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10. The opinion of the chairman expressed at the meeting that a resolution, has been passed by the general meeting of shareholders, will be decisive. The same will apply to the text of a resolution passed insofar as votes will have been cast on a proposal not laid down in writing. However, in case immediately after said opinion having been expressed, its correctness will be challenged, a new ballot will be held in case the majority of the parties entitled to vote and present at the meeting, or in case the original votes will not have been cast by poll or in writing, a party entitled to vote and present at the meeting will make the relative request. As a result of said new ballot, the legal consequences of the original vote will be cancelled.

11. A certificate signed by the chairman and the secretary of the general meeting of shareholders confirming that the general meeting of shareholders has adopted a particular resolution, shall constitute evidence of such resolution vis-à-vis third parties.

12. As long as the entire issued capital is represented at a general meeting of shareholders valid resolutions can be adopted on all subjects brought up for discussion, even if the formalities prescribe by law or by the articles of association for the convocation and holding of meetings have not been complied with, provided such resolutions are adopted unanimously.

13. Resolutions of shareholders may, notwithstanding the provisions of the following sentence, also be adopted in writing without recourse to a general meeting of share.- holders, provided they are adopted by unanimous vote of all shareholders entitled to vote. The afore said manner of adopting resolutions shall not be possible if depositary receipts for shares have been issued nor if there are persons to whom, as a result of a right of usufruct or pledge vested in shares, the law attributes the rights accruing to holders of depository receipts.

Article 22: Meetings of holders of common shares and seven percent (7%) preferred shares.

1. Meetings of holders of common shares and seven percent (7%) preferred shares will be convened either by the Executive Board or by the Supervisory Board.

2. Without prejudice to the provisions laid down in article 9, paragraph 6, all resolutions will be passed by an absolute majority of votes.

3. The provisions in article 19, paragraphs 5, 6 and 7, article 20 and article 21 will be correspondingly applicable to the meeting of holders of common shares and seven percent (7%) preferred shares.

Article 23: Financial year and annual accounts.

1. The financial year of the company will coincide with the calendar year.

2. Annually, within five months after the end of the financial year of the company, apart from extension of said period not exceeding six months by the general meeting on the ground of special circumstances, the Executive Board will compile annual accounts and an annual report.

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3. The company will grant an accountant the assignment to audit the annual accounts. The general meeting will be competent to grant the assignment. In case it will not proceed to do so, the Supervisory Board will be competent or, in case the supervisory directors will be lacking or the Supervisory Board will fail to do so, the Executive Board will be competent.

The designation of an accountant will not be restricted by any nomination whatsoever; the assignment may be withdrawn at any time by the general meeting or by the party by which it will have been granted; the assignment granted by the Executive Board may moreover be withdrawn by the Supervisory Board.

The accountant will report to the Supervisory Board and the Executive Board with respect to his findings.

4. The general meeting adopts the annual accounts. The certified public accountant or the other expert designated for that purpose pursuant to article 2:393, Civil Code, maybe questioned by the general meeting in relation to its statement on the fairness of the annual accounts. The certified public accountant or the other expert designated for that purpose pursuant to article 2:393, Civil Code shall therefore be invited to attend this meeting and be entitled to address this meeting.

The company submits as soon as possible after the adoption of the annual accounts a copy of the annual accounts, the annual report and the data to be added by virtue of article 2:392 paragraph 1 Civil Code, for discussion to the employees’ council.

5. The annual accounts will be signed by all members of the Executive Board and all supervisory directors. In case any signature(s) should be lacking, the reason thereof will be stated.

6. The annual accounts, the annual report and the data to be added by virtue of article 2:392, paragraph 1, Civil Code, will be deposited at the office of the company, for perusal by the shareholders as of the date of the convening notice for the annual meeting.

Said shareholders may peruse the documents there and gratuitously obtain a copy thereof.

Furthermore, anyone else may inspect the documents referred. to in the first sentence of the present paragraph, insofar as said documents shall be made public after adoption, and obtain a copy thereof at a price not exceeding cost.

7. The annual accounts shall be published within eight days after having been adopted. It will be made public by depositing a full copy thereof in the Dutch language, or in case this will not have been drawn up, a copy in French, German or English at the office of the Trade Register. The date of adoption shall be stated on the copy.

8. In case the annual accounts will not have been adopted within seven months after

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the end of the financial year in accordance with the statutory regulations, the Executive Board will forthwith publish the compiled annual accounts in the manner prescribed in paragraph 8 of this article; it will be stated on the annual accounts that it has not yet been adopted.

9. In case the general meeting will have extended the period for compiling the annual accounts in accordance with paragraph 2 of this article, the provisions in paragraph 9 of this article will then apply a of two months after expiry of said period.

10. Simultaneously with and in the same manner as applying to the annual accounts, a copy of the annual report, worded in the same language, and of the other data referred to in article 2:392, Civil Code, will be made public;

The preceding provision, apart from the data stated in article 2:392, paragraph 1 under a, c, and f through h, Civil Code, will not apply in case the documents will be kept available at the office of the company for perusal by everyone and, at request, a full or partial copy thereof will be provided at a price not exceeding cost; the company will state this for purpose of registration in the Trade Register.

Article 24: Appropriation of profit.

1. Besides possible other reserves, the company will keep a share premium reserve for common shares and a share premium reserve for seven percent (7%) preferred shares, to which share premium reserves only the holders of the respective category of shares are entitled.

2. To the charge of the profit, any such amounts will be allocated to reserves as will be fixed by the Supervisory Board.

3. To the charge of the profit, after allocations to reserves in accordance with the preceding paragraph, a dividend of sixty-four cents (EUR 0.64) will be distributed on every seven percent (7%) preferred share insofar as possible.

4. If in any financial year the distributions referred to in paragraph 3 of this article have not been made, the provisions of paragraph 3 will only apply during the subsequent financial years after the deficit has been recovered. Subject to the approval of the Supervisory Board, granted by a resolution taken with a majority of at least two thirds of the votes cast, the Executive Board will be competent to decide that an amount equal to the deficit referred to in the preceding sentence, will be distributed to the charge of the reserves, with the exception of the reserve formed as share premium upon the issue of the seven percent (7%) preferred shares.

5. The balance of the profit will be freely available to the general meeting of shareholders, with the exception that the amounts distributed on the seven percent (7%) preferred shares will never exceed the dividend fixed hereinbefore.

6. Profit distributions may only be made insofar as the common equity of the company will exceed the amount of the paid and claimed part of the issued capital, increased by the reserves which shall be kept by virtue of the law.

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7. Profit distributions will be made after adoption of the annual account evidencing these to be permissible.

8. With approval of the Supervisory Board, granted with a simple majority of the votes cast, the Executive Board may pass a resolution for the distribution of an interim dividend provided the requirement of the paragraph 10 of this article will have been fulfilled.

9. The company shall only pay dividends and other distributions (irrespective of their form) on shares to those in whose name the shares are registered on the dates as determined by the Executive Board. Such payment discharges the company.

10. In the case of an optional dividend whereby shares are opted for, the provisions of article 5, paragraph 6 shall apply mutatis mutandis. A transfer of shares in accordance with the provisions of or under this subclause shall discharge the company.

11. Dividends, not collected within five years after the first day on which they became payable, will revert to the company.

12. In case the profit and loss account on any year will show any loss and this loss cannot be covered by the reserves or extinguished in any other manner, no profit will be distributed in a following year or in subsequent years for as long as said loss will not have been wiped off.

13. On a proposal of the Executive Board, approved by a resolution of the Supervisory Board, taken with a majority of at least two thirds of the votes cast, the general meeting of shareholders may pass a resolution for distributions of profit—or also to the charge of a reserve susceptible to distribution -, in shares, in depository receipts thereof, in participations in a company in which the company participates directly or indirectly or in other assets that are valuable in money.

Article 25: Indemnification.

1. The company shall, to the extent legally permissible, indemnify any present or former member of the Supervisory Board, present or former member of the Executive Board, any present or former officer, representative or agent of the company, who was or is acting for the company in such capacity or who, at the request of the company, was or is acting for another company, alliance, joint venture, partnership, trust or enterprise in such capacities (hereinafter in this Article referred to as: the “Indemnified Person”) and who, in any or all of such capacities, was, is or could possibly become involved in proceedings, suits or actions that have been concluded or are pending or imminent, of whatever nature, against airy adverse financial consequences actually and reasonably borne by such Indemnified Person in connection with such proceedings, suits or actions.

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To the extent legally permissible, the provisions of this article shall apply with respect to any proceedings, suits or actions undertaken or instituted either by a third party, including a shareholder and a holder of depository certificates, or the company itself unless it ultimately becomes apparent that the damage and/or loss was caused by apparent wilful misconduct and/or gross negligence on the part of the Indemnified Person, provided however that the court in which such proceedings, suits or actions were brought or any other court having appropriate jurisdiction may determine on application that, despite the adjudication of liability but in view of all the circumstances of the case, such Indemnified Person is fairly and reasonably entitled to the indemnification which such court shall deem proper.

2. The termination of any proceedings, suits or actions by a judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, in itself, create a presumption that the Indemnified Person did not act in good faith and not in a manner which he reasonably believed to be in or not opposed to the best interests of the company, and with respect to any criminal proceedings, suits or actions, had reasonable cause to believe that his conduct was unlawful.

3. Costs incurred for putting forward a defence in proceedings, suits or actions of whatever nature, and therefore also the costs incurred for proceedings, suits or actions with respect to determining the company’s obligation regarding indemnification, shall be paid by the company on provision of detailed statements and on receipt of a written undertaking by or on behalf of the Indemnified Person that he shall repay this amount should it ultimately appear that he is not entitled to compensation from the company because the damage and/or loss was caused by his apparent willful misconduct and/or gross negligence.

4. The indemnification provided for in this article shall not be deemed to exclude any other rights that the Indemnified Person endeavoring to obtain compensation, might be entitled to pursuant to a regulation, agreement, resolution of the general meeting or the Executive Board or otherwise with respect to his acts in any capacity as described in this article and shall pass on to the heirs, executors of the last will and testament and administrators of the estate of such person. Any amendment to this article shall not prejudice the rights or recourses of any present or former member of the Supervisory Board, present or former member of the Executive Board, any present or former officer, representative or agent of the company who acted in any capacity as described in this article after implementation of this article but prior to such amendment. The obligations of the company shall remain valid as if such amendment had not been effected.

5. The company shall endeavour to purchase and maintain insurance on behalf of any Indemnified Person against any liability which could be asserted against such

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person and/or incurred by such person in any such capacity or arising out of his capacity as such, whether or not the company would have the power to indemnify such person against such liability under the provisions of this article.

6. Whenever in this article reference is being made to the company, this shall include, in addition to the resulting or surviving company also any constituent company (including any constituent company of a constituent company) absorbed in a merger which, if its separate existence had continued, would have had the power to indemnify an Indemnified Person, so that any such person shall stand in the same position under the provisions of this article with respect to the resulting or surviving company as such person would have with respect to such constituent company if its separate existence had continued.

Article 26: Amendment of the articles of association. Dissolution.

1. A resolution for the amendment of the articles of association or fur dissolution of the company may only be passed by the general meeting of shareholders on the proposal of the Executive Board with approval of the Supervisory Board granted by a resolution taken with a simple majority of the votes cast.

2. In case a proposal for amendment of the articles of association or dissolution of the company will be made to the general meeting of shareholders, this shall invariably be stated in the actual convening notice for said meeting and - in case it will concern an amendment of the articles of association - a copy of the proposal, containing the verbatim text of the proposed amendment, shall simultaneously be deposited at the office of the company for perusal by every shareholder and every holder of a depository receipt of share issued with the cooperation of the company, until the end of the meeting.

Article 27: Liquidation.

1. In case of dissolution of the company by virtue of a resolution of the general meeting of shareholders, the Executive Board will be charged with the liquidation of the affairs of the company and the Supervisory Board will be charged with the supervision thereof, without prejudice to the provisions in article 2:23, paragraph 2, Civil Code.

2. During the liquidation, the provisions of the articles of association will as much as possible continue to be effective.

3. The balance of the equity of the company remaining after payment of the creditors, will first of all be used to distribute to the holders of the seven percent (7%) preferred shares will be paid the nominal amount of said shares and the share premium reserve for seven percent (7%) preferred shares and furthermore such an amount as will correspond with an interest of seven percent (7%) on the nominal amount and share premium reserve referred to, calculated on the basis of time on the financial year in which the Company was dissolved until the moment of dissolution.

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4. The balance then remaining will be distributed to the holders of common shares in proportion to each of their holdings of common shares.

Final statements

With this amendment of the articles of association coming into force, the issued share capital of the company amounts to fifty-two million eight hundred ninety-two thousand seven hundred seventy-one euro and forty cent (EUR 52,892,771.40).

The ministerial declaration of no objections was granted on the seventh day of February two thousand seven, under number B.V. 76624, as stated in the written declaration of the Ministry of Justice, which is attached to this deed.

The appearer is known to me, civil law notary.

This deed, drawn up to be kept in the civil law notary’s custody was executed in Amsterdam on the date first above written.

The contents of this instrument were given and explained to the appearer.

The appearer then declared to have noted and approved the contents and did not want a full reading thereof. Thereupon, after limited reading, this instrument was signed by the appearer and by me, civil law notary.

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EX-3.2

Exhibit 3.2

CERTIFICATE OF FORMATION

OF

VALCON FINANCE LLC

The undersigned, an authorized person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “Delaware Limited Liability Company Act”), hereby certifies that:

FIRST: The name of the limited liability company (hereinafter called the “limited liability company”) is:

Valcon Finance LLC

SECOND: The address of the registered office and the name and the address of the registered agent of the limited liability company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are:

National Corporate Research, Ltd.

615 S. DuPont Highway

Kent County

Dover, Delaware 19901

Executed on May 24, 2006.

/s/ Rebecca H. Klinger

Rebecca H. Klinger

Authorized Person

State of Delaware

Secretary of State

Division of Corporations

Delivered 02:14 PM 05/24/2006

FILED 12:58 PM 05/24/2006

SRV 060497999 - 4164033 FILE

State of Delaware

Secretary of State

Division of Corporations

Delivered 02:36 PM 06/30/2005

FILED 02:34 PM 06/30/2006

SRV 060632309 - 4164033 FILE

CERTIFICATE OF AMENDMENT

TO

THE CERTIFICATE OF FORMATION OF

VALCON FINANCE LLC

FIRST: The Certificate of Formation of Valcon Finance LI.C (the “Limited Liability Company”) was originally filed with The Secretary of State of the State of Delaware on May 24, 2006.

SECOND: The Certificate of Formation of the Limited Liability Company is hereby amended as follows:

By striking the whole of paragraph FIRST as it now exists and inserting in lieu thereof; a new paragraph FIRST that reads as follows:

“FIRST: The name of the limited liability company (hereinafter called the limited liability company”) is:

Nielsen Finance LLC”

Executed on June 30, 2006.

/s/ Rebecca H. Klinger

Rebecca H. Klinger

Authorized Person

EX-3.3

Exhibit 3.3

LIMITED LIABILITY COMPANY AGREEMENT

OF

NIELSEN FINANCE LLC

This LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of NIELSEN FINANCE LLC, f/k/a VALCON FINANCE LLC, a Delaware limited liability company (the “Company”), is effective as of May 24. 2006.

(a) Formation. The Company has been formed as a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act, 6 Del. C§ 18-101, et seq., as it may be amended from time to time (the “Act”), by the filing of the Certificate of Formation of the Company (the “Certificate”) with the Secretary of State of the State of Delaware on the date first written above and the execution of this Agreement. The sights and obligations of the Members (as defined below) and the administration and termination of the Company shall be governed by this Agreement and the Act. In the event of any inconsistency between any terms and conditions contained in this Agreement and any non-mandatory provisions of the Act, the terms and conditions contained in this Agreement shall govern.

(b) Name. The name of the Company is “Nielsen Finance LLC.”

(c) Members. The name and business address of the members of the Company axe as follows:

YNU, Inc.

770 Broadway

New York, NY 10003

ACN Holdings Inc.

770 Broadway

New York, NY 10003

(d) Registered Office and Agent. The registered office and registered agent of the Company in the State of Delaware shall be as the Company designates on its Certificate of Formation filed with the Secretary of State of the State of Delaware, as such Certificate may be amended from time to time. The Company may have such other offices as the board of directors of the Company (the “Board”) may designate from time to time. The mailing address and principal business office of the Company shall be c/o ACN Holdings Inc. 770 Broadway, New York, NY 10003.

(e) Purpose. The purpose of the Company is to engage in any and all lawful businesses or activities in which a limited Liability company may be engaged under applicable law.

(f) Management. The business and affairs of the Company shall be managed by or under the direction of a Board consisting of initially ten (10) natural persons designated as directors of the Company (each, a “Director”). The size of the

Board shall consist of between one (1) and fifteen (15) Directors, as determined by the resolutions of the Board or the written consent of Members holding a majority of interest in the Company from time to time. The initial Directors of the Company are set forth on Annex I (the “Initial Board”), which is attached hereto and made a part hereof. On July 28, 2006, the Initial Board shall automatically be reconstituted to reflect membership by the Directors set forth on Annex 2 (the “Reconstituted Board”, which is attached hereto and made a part hereof such that the Directors who are on the Initial Board and not on the Reconstituted Board are removed and replaced with those Directors on the Reconstituted Board who are not on the Initial Board. Subject to the Board’s ability to delegate authority pursuant to Sections (j) and (k), the Board shall have full, exclusive and complete discretion to manage and control the business and affairs of the Company, to make all decisions affecting the business and affairs of the Company and to take all such actions as it deems necessary or appropriate to accomplish the purpose of the Company as set forth herein. Except as provided in Section (g), Directors shall be ejected annually by the vote or written consent of the Members holding a majority of interest in the Company, and each Director so elected shall hold office until his successor is duly elected and qualified, or until his earliest death, resignation or removal. Any Director may resign at any time upon notice to the Company. Directors need not be Members.

(g) Removal, Replacement and Filling Vacancies of Directors by Members. The Members may, at any time, with or without cause, remove and replace any Director by the written consent of Members holding a majority of interest in the Company. The Members may also fill any vacancies or newly created directorships resulting from an increase in the number of Directors by the written consent of Members holding a majority of interest in the Company. Each Director chosen pursuant to this paragraph shall hold office until his successor is elected and qualified or until the earliest of his death, resignation or removal.

(h) Meetings of the Board. The Board may hold meetings, both regular and special, either within or without the State of Delaware. The first meeting of each newly elected Board shall be at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board or as shall be specified in a written waiver signed by all of the Directors. Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board. Special meetings of the Board may be called by any two Directors who shall provide notice of such meeting to each of the other Directors using any means of communication no less than five (5) business days prior to any special meeting.

(i) Quorum and Acts of the Board. Except as may be otherwise specifically provided by law or this Agreement, at all meetings of the Board, two-thirds of the entire Board shall constitute a quorum for the transaction of business and the act of two-thirds of the entire Board shall be the act of the Board. If a quorum shall not be present at any meeting of the Board, the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present Participation by teleconference or other similar communications shall be sufficient to constitute presence for any meeting. Unless

prohibited by the Act or other applicable law, any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting, if the Directors or committee members, as the case may be, having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Directors or committee members entitled to vote thereon were present and voted, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

(j) Committees of Directors. The Board may, by resolution passed by a majority of the entire Board, designate one or more committees of one or more of the Directors, including alternates who may replace any absent or disqualified member at any meeting of the committee. Any such committee shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company to the extent provided by resolution of the Board. Each committee shall keep regular minutes of its meetings and report the same to the Board when required.

(k) Named Officers; Authorized Persons. The Board may delegate us authority to act on behalf of the Company and to manage the business affairs of the Company to one or more officers of the Company appointed by the Board The Board may from time to time create offices of the Company, designate the powers that may be exercised by such office, and appoint, authorize and empower any person, as an officer of the Company (each a “Named Officer”), to direct such office. The initial offices of the Company and the initial Named Officers of the Company serving in such offices are set forth on Annex 3 which is attached hereto and made a part hereof. The Board may remove any Named Officer at any time and may create, empower and appoint such other Named Officers of the Company as the Board may deem necessary or advisable to manage the day-to-day business affairs of the Company. To the extent delegated by the Board, the Named Officers shall have the authority to act on behalf of, bind and execute and deliver documents in the name of and on behalf of the Company. In addition, Rebecca Klinger is hereby designated as an authorized person within the meaning of the Act for purposes of executing and filing the Certificate of Formation of the Company and any amendments thereto and any other documents permitted or required to be filed with the Secretary of State of the State of Delaware (and any amendments or restatements thereof). In addition to the foregoing and notwithstanding any provision in this Agreement to the contrary, each Director and each Named Officer is authorized to execute and file on behalf of the Company such certificates, filings or other documents that they may deem necessary or appropriate in connection with the organization or operations of the Company and its related entities without any vote or consent of the Board or other person. Unless expressly authorized to do so by the provisions hereof or by the Board, no individual Director or Named Officer may claim or exercise any authority to act or to enter into any contract or agreement on behalf of the Company. Except as otherwise expressly provided in this Agreement or required by any non-waivable provision of the Act or other applicable law, no person other than the Board and such Directors and Named Officers designated by the Board shall have any right, power, or authority to transact any business in the name of the Company or to act for or on behalf of or to bind the Company.

(l) Capital Contributions. The Members agree to provide capital contributions to the Company on the date hereof in the amounts set forth in Annex 4 which is attached hereto and made a part hereof. Subsequently, the Members may make capital contributions to the Company from time to time, but shall not be required to make any capital contributions.

(m) Capital Accounts. A single, separate capital account shall be maintained for each Member. Notwithstanding any provision of this Agreement to the contrary, each Member’s capital account shall be maintained and adjusted in accordance with the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations thereunder (the “Regulations”), including, without limitation, (i) the adjustments required by Code Section 704(b) and, to the extent applicable, the principles expressed in Code Section 704(c) and (ii) adjustments required to maintain capital accounts in accordance with the “substantial economic effect test” set forth in the Regulations under Code Section 704(b).

(n) Allocations; Distributions. Subject to Section (m), each item of income, gain, loss, deduction and credit of the Company will be allocated among the Members in proportion to the respective amounts of the capital contributions made by them. Each distribution of cash or other property by the Company will be allocated among the Members in proportion to the respective amounts of the capital contributions made by them.

(o) Limited Liability of the Members. Except as required by the Act, the Members shall have no liability for obligations or liabilities of the Company, solely by reason of being a member of the Company, unless such obligations or liabilities are expressly assumed by the Members in writing

(p) Indemnification.

(i) To the fullest extent permitted by law, each Member, Director and Named Officer and their respective affiliates, employees and representatives (individually, an “Indemnitee”) shall be indemnified, held harmless and defended by the Company from and against any and aft losses, claims, damages, liabilities, whether joint or several, expenses (including legal fees and expenses), judgments, fines and other amounts paid in settlement, incurred or suffered by such Indemnitee, as a pasty or otherwise, in connection with any threatened, pending or completed claim, demand, action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether formal or informal, arising out of or in connection with the business or the operation of the Company and by reason of the Indemnitee’s status as a Member, Director or Named Officer regardless of whether the Indemnitee continues to be a Member, Director or Named Officer of the Company at the time any such loss, claim, damage, liability or other expense is paid or incurred if (l)the Indemnitee acted in good faith and in a manner he or she reasonably believed to be in the best interests of the Company and, with respect to any criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful and (2) the

Indemnitee’s conduct did not constitute intentional misconduct. The termination of any action, suit or proceeding by judgment, order, settlement or upon a plea of nolo contendere, or its equivalent, shall not, of itself create a presumption that the Indemnitee acted in a manner contrary to the standards specified in clauses (1) or (2) of this Section.

(ii) To the fullest extent permitted by law, expenses incurred by an Indemnitee in defending any claim, demand, action, suit or proceeding subject to this Section (p) shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Indemnitee to repay such amount unless it is determined that such Indemnitee is entitled to be indemnified therefore pursuant to this Section.

(iii) The indemnification provided by this Section shall be in addition to any other rights to which any Indemnitee may be entitled under any other agreement, pursuant to any vote of the Members, as a matter of law or otherwise, and shall inure to the benefit of the heirs, legal representatives, successors, assigns and administrators of the Indemnitee.

(iv) Any indemnification under this Section shall be satisfied solely out of the assets of the Company and no Indemnitee shall have any recourse against any Member with respect to such indemnification.

(v) An Indemnitee shall not be denied indemnification in whole or in part under this Section merely because the Indemnitee had an interest in the transaction with respect to which the indemnification applies, if the transaction was not otherwise prohibited by the terms of this Agreement and the conduct of the Indemnitee satisfied the conditions set forth in Section (p)(i).

(vi) No Indemnitee shall be liable to the Company or to a Member for any losses sustained or liabilities incurred as a result of any act or omission of such Indemnitee if the Indemnitee’s conduct (i) was in good faith and in a manner he or she reasonably believed to be in the best interests of the Company and, with respect to any criminal proceeding, had no reasonable cause to believe was unlawful and (2) did not constitute intentional misconduct.

(vii) The Company may, but shall have no obligation to, purchase and maintain insurance covering any potential liability of the Indemnitees for any actions or omissions for which indemnification is permitted hereunder, including such types of insurance (including extended coverage liability and casualty and workers’ compensation) as would be customary for any person engaged in a similar business, and may name the Indemnitees as additional insured parties thereunder.

(q) Indemnification Procedures; Survival.

(i) Promptly after receipt by an Indemnitee of notice of the commencement of any action that may result in a claim for indemnification pursuant to Section (p), the Indemnitee shall notify the Company in writing within thirty (30) days

thereafter; provided, however, that any omission to notify the Company will not relieve the Company of any liability for indemnification hereunder as to any particular item for which indemnification may then be sought (except to the extent that the failure to give notice shall have been materially prejudicial to the Company) nor from any other liability that it may have to any Indemnitee.

(ii) An Indemnitee shall have the right to employ separate counsel in any action as to which indemnification may be sought under any provision of this Agreement and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnitee unless (1) the Company has agreed in writing to pay such fees and expenses. (2) the Company has failed to assume the defense thereof and employ counsel within a reasonable period of time after being given notice required above or (3) the Indemnitee shall have been advised by its counsel that representation of such Indemnitee and other parties by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between them. It is understood, however, that the Company shall, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of only one separate firm of attorneys at any time for all such Indemnitees having actual or potential differing interests with the Company, unless but only to the extent the Indemnitees have actual or potential differing interests with each other.

(iii) The Company shall not be liable for any settlement of any such action effected without its written consent, but if settled with such written consent, or if there is a final judgment against the Indemnitee in any such action, the Company agrees to indemnify and hold harmless the Indemnitee to the extent provided above from and against any loss, claim, damage, liability or expense by reason of such settlement or judgment.

(iv) The indemnification obligations set forth in Section (p) and this Section (q) shall survive the termination of this Agreement.

(r) Dissolution. The Company shall dissolve and its business and affairs shall be wound up upon (i) the written consent of the Members, (ii) the occurrence of an event causing them to be no members of the Company unless the Company is continued in accordance with the Act, or (iii) the entry of a decree of judicial dissolution under § 18802 of the Act. Upon the dissolution of the Company, the affairs of the Company shall be liquidated forthwith. The assets of the Company shall be used first to pay or provide for the payment of all of the debts of the Company, with the balance being distributed to the Members in accordance with Section (n).

(s) Assignment. Each Member may assign in whole or in part its limited liability company interest in the Company.

(t) Admission of Additional Members. The Members may admit additional members in their discretion.

(u) Amendment. This Agreement may be amended or modified from time so time only by a written instrument executed by the Members.

(v) Ratification. All acts, filings and other steps taken by any authorized person on behalf of the Company in connection with the organization of the Company, including without limitation the execution and filing of the Certificate of Formation of the Company, are hereby authorized, affirmed, approved and ratified in all respects.

(w) No Third-Party Beneficiaries. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Company or by any creditor of any Member.

(x) Severability. Every provision of this Agreement is intended to be severable. If any term or provision hereof is illegal, invalid or unenforceable for any reason whatsoever, such illegality, invalidity or unenforceability shall not affect the validity, legality or enforceability of any other term or provision of this Agreement.

(y) Governing Law. This Agreement shall be construed in accordance with, and governed by, the laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first written above.

MEMBERS:

VNU, Inc.
By:	/s/ Michael E. Elias
Name:	Michael E. Elias
Title:	V.P.
ACN Holdings Inc.
By:	/s/ David Berger
Name:	David Berger
Title:	Vice President

ANNEX I

Directors of Initial Board

Name	Title
Iain Leigh	Director
Robert Reid	Director
Michael S. Chae	Director
Eliot P.S. Merrill	Director
Michael J. Connelly	Director
Patrick Healy	Director
Simon Brown	Director
Alexander Navab	Director
Scott A. Schoen	Director
George R. Taylor	Director

ANNEX 2

Directors of Reconstituted Board

Name	Title
Iain Leigh	Director
James Quella	Director
Michael S. Chae	Director
Daniel F. Akerson	Director
James A. Attwood, Jr.	Director
Patrick Healy	Director
Lord Clive Hollick	Director
Alexander Navab	Director
Scott A. Schoen	Director
Richard J. Bressler	Director

ANNEX 3

Named Officers

Name	Title
Rob A. Ruijter	Chief Financial Officer and Acting Chief Executive Officer
Earl H. Doppelt	Executive Vice President and Chief Legal Officer
Thomas A. Mastrelli	Executive Vice President, Corporate Development
Greg Anderson	Executive Vice President, Human Resources & Communication
Steven M. Schmidt	Vice President
Susan D. Whiting	Vice President
Michael Marchesano	Vice President
Michael E. Elias	Vice President
David Berger	Vice President, Finance
Matthew O’Laughlin	Vice President, Tax
Marc Borkink	Treasurer
Harris Black	Secretary
Peter K. Gersky	Assistant Treasurer
Mary A. Dresdow	Assistant Secretary

ANNEX 4

Capital Contributions

Member	Amount
VNU, Inc.	$	65
ACK Holdings Inc.	$	35

EX-3.4

Exhibit 3.4

State of Delaware

Secretary of State

Division of Corporations

Delivered 02:36 PM 06/30/2006

FILED 02:36 PM 06/30/2006

SRV 060632318 - 4184623 FILE

CERTIFICATE OF INCORPORATION

OF

NIELSEN FINANCE CO.

A DELAWARE CORPORATION

The undersigned, for the purpose of organizing a corporation pursuant to the provisions of the General Corporation Law of the State of Delaware, does make and file this Certificate of Incorporation of Nielsen Finance Co., and does hereby certify:

FIRST: The name of this corporation shall be: Nielsen Finance Co. (the “Corporation”).

SECOND: Its registered office in the State of Delaware is to be located at National Corporate Research, 615 South DuPont Highway, Dover, Kent County, DE, 19901 and its registered agent at such address is National Corporate Research, Ltd.

THIRD: The purpose or purposes of the corporation shall be to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH: The total number of shares of stock which the Corporation is authorized to issue is 1,000 shares of Common Stock, each having a par value of one penny ($0.01).

FIFTH: The name and mailing address of the incorporator is as follows:

Rebecca H. Klinger

c/o Latham & Watkins LLP

885 Third Avenue; Suite 1000

New York, NY 10022

SIXTH: In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter or repeal the bylaws of the corporation.

SEVENTH: No director of this corporation shall be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit.

EIGHTH: Election of directors need not be by written ballot unless the bylaws of the corporation shall so provide.

IN WITNESS WHEREOF, the undersigned, being the incorporator herein before named, hereby executes and acknowledges that the facts set forth herein are true under penalties of perjury on this 30th day of June, 2006.

/s/ Rebecca H. Klinger

Rebecca H. Klinger

Incorporator

NIELSEN FINANCE LLC

c/o VNU, Inc.

770 Broadway

New York, NY 10003

CONSENT TO USE OF NAME

Nielsen Finance LLC. a limited liability company organized under the laws of the State of Delaware, hereby consents to the use of the name Nielsen Finance Co. in the State of Delaware.

IN WITNESS WHEREOF, the said, Nielsen Finance LLC. has caused this consent to be executed by its authorized person, Rebecca H. Klinger, on this 30th day of June, 2006.

/s/ Rebecca H. Klinger

Rebecca H. Klinger

Authorized Person

EX-3.5

Exhibit 3.5

BY-LAWS

OF

NIELSEN FINANCE CO.

Adopted on July     , 2006

TABLE OF CONTENTS

		Page
	I.
	OFFICES
	II.
	STOCKHOLDERS
Section 2.1.	Time and Place of Meetings and Annual Meetings	1
Section 2.2.	Time and Place of Meetings	1
Section 2.3.	Notice of Meetings	2
Section 2.4.	Quorum	2
Section 2.5.	Voting	2
Section 2.6.	Informal Action By Stockholders	2
Section 2.7.	List of Stockholders Entitled to Vote	2
Section 2.8.	Stock Ledger	3
	III.
	DIRECTORS
Section 3.1.	General Powers	3
Section 3.2.	Number and Election of Directors	3
Section 3.3.	Vacancies	3
Section 3.4,	Place of Meetings	3
Section 3.5.	Regular Meetings	3
Section 3.6.	Notice of Meetings	4
Section 3.7.	Special Meetings	4
Section 3.8.	Quorum	4
Section 3.9.	Organization	4
Section 3.10.	Action without Meeting	4
Section 3.11.	Attendance by Telephone	4
Section 3.12.	Removal and Replacement	4
Section 3.13.	Compensation of Directors	4
	IV.
	OFFICERS
Section 4.1.	Enumeration	5
Section 4.2.	Term of Office	5
Section 4.3.	Chairman of the Board	5
Section 4.4.	President	5
Section 4.S.	Vice President	6
Section 4.6.	Secretary	6
Section 4.7.	Assistant Secretary	6

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Section 4.8.	Treasurer	6
Section 4.9.	Assistant Treasurer	7
Section 4.10.	Other Officers	7
Section 4.11.	Salaries	7
Section 4.12.	Voting Securities Held by the Corporation	7
	V.
	CERTIFICATES OF STOCK
Section 5.1.	Form	7
Section 5.2.	Transfer	8
Section 5.3.	Replacement	8
Section 5.4.	Record Date	8
Section 5.5.	Beneficial Owners	9
	VI.
	INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 6.1.	Power to Indemnify in Actions, Suits or Proceedings other Than Those by or in the Right of the Corporation	9
Section 6.2.	Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation	9
Section 63.	Authorization of Indemnification	10
Section 6.4.	Good Faith Defined	10
Section 6.5.	Indemnification by a Court	10
Section 6.6.	Expenses Payable in Advance	11
Section 6.7.	Nonexclusivity of Indemnification and Advancement of Expenses	11
Section 6.8.	Insurance	11
Section 6.9.	Certain Definitions	11
Section 6.10.	Survival of Indemnification and Advancement of Expenses	12
Section 6.11.	Limitation on Indemnification	12
	VII.
	GENERAL PROVISIONS
Section 7.1.	Fiscal Year	12
Section 7.2.	Corporate Seal	12
Section 7.3.	Notices	12
Section 7.4.	Waiver of Notice	13
Section 7.5.	Resignations and Removals	13
Section 7.6.	Disbursements	13

ii

VIII.

AMENDMENTS

IX.

SUBJECT TO CERTIFICATE OF INCORPORATION

iii

BY-LAWS

OF

NIELSEN FINANCE CO.

PREAMBLE

These By-Laws are subject to, and governed by, the General Corporation Law of the State of Delaware (the “GCL”) and the certificate of incorporation of Nielsen Finance Co., a Delaware corporation (the “Corporation”) then in effect (the “Certificate”), In the event of a direct conflict between the provisions of these By-Laws and the mandatory provisions of the GCL or the provisions of the Certificate, such provisions of the GCL or the Certificate, as the case may be, will be controlling.

I.

OFFICES

The registered office of the Corporation shall be in the City of Dover, County of Kent, State of Delaware and the name and address of its registered agent is c/o National Corporate Research, Ltd., 615 South DuPont Highway, Dover, Kent County, DE, 19901. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

II.

STOCKHOLDERS

Section 2.1. Time and Place of Meetings and Annual Meetings. All meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, within or without the State of Delaware, as shall be designated by the Board of Directors. In the absence of any such designation by the Board of Directors, each such meeting shall be held at the principal office of the Corporation. An annual meeting of stockholders shall be held for the purpose of electing directors and transacting such other business as may properly be brought before the meeting. The date of the annual meeting shall be determined by the Board of Directors.

Section 2.2. Time and Place of Meetings. Unless otherwise prescribed by law or by the Certificate of Incorporation, special meetings of stockholders, for any purpose or purposes, may be called by either the Board of Directors or at the request in writing of stockholders holding fifty percent (50%) of the common stock of the Corporation issued and outstanding and entitled to vote generally in the election of directors pursuant to the Certificate of Incorporation. Such request shall state the purpose of the proposed meeting.

All special meetings of the stockholders shall be held at such place, within or without the State of Delaware, as shall be designated by the Board of Directors. In the absence of any such designation by the Board of Directors, each such meeting shall be held at the principal office of the Corporation.

Section 2.3. Notice Meetings. Written notice of each meeting of the stockholders stating the place, date and time of the meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting. The notice of any special meeting of stockholders shall state the purpose or purposes for which the meeting is called.

Section 2.4. Quorum. The holders of a majority of the common stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by law. If a quorum is not present or represented, the holders of the stock present in person or represented by proxy at the meeting and entitled to vote thereat shall have power, by the affirmative vote of the holders of a majority of such stock, to adjourn the meeting to another time and/or place, without notice other than announcement at the meeting, until a quorum shall be presented or represented. At such adjourned meeting, at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 2.5. Voting. Unless otherwise required by law, the Certificate of Incorporation or these By-Laws, any question brought before any meeting of stockholders shall be decided by a majority of votes cast by holders of the stock represented and entitled to vote thereon, with each such holder having the number of votes per share and voting as a member of such classes of stockholders as may be provided in the Certificate of Incorporation, unless the question is one upon which, by express provision of law or of the Certificate of incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question. Such votes may be cast in person or by proxy but no proxy shall be voted on or after one year from its date, unless such proxy provides for a longer period. The Board of Directors, in its discretion, or the officer of the Corporation presiding at a meeting of stockholders, in his discretion, may require that any votes cast at such meeting shall be cast by written ballot.

Section 2.6. Informal Action By Stockholders. Any action required to be taken at a meeting of the stockholders, or any other action which may be taken at a meeting of the stockholders, may be taken without a meeting if a consent in Writing, setting forth the action so taken, shall be signed by stockholders having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all members having a right to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

Section 2.7. List of Stockholders Entitled to Vote. The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days

2

before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder of the Corporation who is present.

Section 2.8. Stock Ledger. The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 2.7 of this Article II or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

III.

DIRECTORS

Section 3.1. General Powers. The business and affairs of the Corporation shall be managed and controlled by or under the direction of a Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law or by the Certificate of Incorporation or by these By-Laws directed or required to be exercised or done by the stockholders.

Section 3.2. Number and Election of Directors. The Board of Directors shall consist of at least one (1), and no more than fifteen (15) members. Except as provided in Sections 3.3 and 3.12 of this Article, directors shall be elected by a plurality of the votes cast at annual meetings of stockholders, and each director so elected shall hold office until the next annual meeting of stockholders and until his successor is duly elected and qualified, or until the earliest of his death, resignation or removal. Any director may resign at any time upon notice to the Corporation. Directors need not be stockholders.

Section 3.3. Vacancies. Except as provided in the Certificate of Incorporation, vacancies and newly created directorships resulting from any increase in the number of directors may be filled by the written consent of holders of a majority of the shares then entitled to vote at an election of directors, and each director so chosen shall hold office until his successor is elected and qualified or until the earliest of his death, resignation or removal. If there are no directors in office, then an election of directors may be held in the manner provided by law.

Section 3.4. Place of Meetings. The Board of Directors may hold meetings, both regular and special, either within or without the State of Delaware.

Section 3.5. Regular Meetings. The Board of Directors shall hold a regular meeting, to be known as the annual meeting, immediately following each annual meeting of the stockholders. Other regular meetings of the Board of Directors shall be held at such time and at such place as shall from time to time be determined by the Board of Directors.

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Section 3.6. Notice of Meetings. Notice of any regular or special meeting of directors shall be given to each director by the Secretary or by the directors calling the meeting. The notices of all meetings shall state the place, date, hour and purpose(s) of the meeting. Notice shall be duly given to each director (i) by giving notice to such director in person or by telephone or (ii) by sending a telegram or facsimile, or delivering written notice by hand, to his last known business or home address in each case at least two (2) days in advance of a regular meeting and 72 hours in advance of a special meeting. Notice of any meeting of directors may be waived in writing or by attendance at such meeting without objection as to deficiency of notice.

Section 3.7. Special Meetings. Special meetings of the Board of Directors may be called by any director or the President. Two days notice of special meetings need be given in accordance with Section 3.6.

Section 3.8. Quorum. Except as may be otherwise specifically provided by law, the Certificate of Incorporation or these By-Laws, at all meetings of the Board of Directors, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 3.9. Organization. The Chairman of the Board, if elected, shall act as chairman at all meetings of the Board of Directors. If a Chairman of the Board is not elected or, if elected, is not present, the President, or if the President is not present, a director chosen by a majority of the directors present, shall act as chairman at meetings of the Board of Directors.

Section 3.10. Action without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

Section 3.11. Attendance by Telephone. Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, members of the Board of Directors, or of any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

Section 3.12. Removal and Replacement. Except as otherwise provided in the Certificate of Incorporation, any one or more or all of the directors may be removed at any time, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.

Section 3.13. Compensation of Directors. Directors may be paid such compensation for their services and such reimbursement for expenses of attendance at meetings as the Board of

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Directors may from time to time determine. No such payment shall preclude any director from serving the Corporation or any of its parent or subsidiary corporations or any of its stockholders in any other capacity and receiving compensation for such service.

IV.

OFFICERS

Section 4.1. Enumeration. The officers of the Corporation shall be chosen by the Board of Directors and may include a Chairman of the Board, President, a Secretary and a Treasurer. The Board of Directors may also elect one or more Vice Chairmen, one or more Senior or other Vice Presidents, one or more Assistant Secretaries and Assistant Treasurers and such other officers and agents as it shall deem appropriate. Any number of offices may be held by the same person. The officers of the Corporation need not be stockholders of the Corporation nor, except in the case of the Chairman of the Board, need such officers be directors of the Corporation.

Section 4.2. Term of Office. The officers of the Corporation shall be elected at the annual meeting of the Board of Directors and shall hold office until their successors are elected and qualified. Any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors. Any vacancy occurring in any office of the Corporation required by this Article shall be filled by the Board of Directors, and any vacancy in any other office may be filled by the Board of Directors. Each successor shall hold office for the unexpired term of his predecessor and until his successor is elected and qualified, or until the earliest of his death, resignation or removal.

Section 4.3. Chairman of the Board. The Chairman of the Board if any, when elected, shall have general supervision, direction and control of the business and affairs of the Corporation, subject to the control of the Board of Directors, shall preside at meetings of stockholders and shall have such other functions, authority and duties as customarily appertain to the Chairman of the Board of a business corporation or as may be prescribed by the Board of Directors. During the absence or disability of the President, the Chairman of the Board of Directors shall exercise all the powers and discharge all the duties of the President. The Chairman of the Board of Directors shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him by these By-Laws.

Section 4.4. President. The President shall, subject to the control of the Board of Directors and, if there be one, the Chairman of the Board of Directors, have general supervision of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall execute all bonds, mortgages, contracts and other instruments of the Corporation requiring a seal, under the seal of the Corporation, if any, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute documents when so authorized by these By-Laws, the Board of Directors or the President. In the absence or disability of the Chairman of the Board of Directors, or if there be none, the President shall preside at all meetings of the stockholders and the Board of Directors. If there be no Chairman of the Board of Directors, the President shall be the Chief Executive Officer of the Corporation. The President shall also

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perform such other duties and may exercise such other powers as from time to time may be assigned to him by these By-Laws or by the Board of Directors.

Section 4.5. Vice President. At the request of the President or in his absence or in the event of his inability or refusal to act (and if there be no Chairman of the Board of Directors), the Vice President or the Vice Presidents (which shall include any Executive Vice Presidents) if there is more than one (in the order designated by the Board of Directors) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President shall perform such other duties and have such other powers as the Board of Directors from time to time may prescribe, if there be no Chairman of the Board of Directors and no Vice President, the Board of Directors shall designate the officer of the Corporation who, in the absence of the President or in the event of the inability or refusal of the President to act, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.

Section 4.6. Secretary. The Secretary shall keep a record of all proceedings of the stockholders of the Corporation and of the Board of Directors, and shall perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice, if any, of all meetings of the stockholders and shall perform such other duties as may be prescribed by the Board of Directors, the Chairman of the Board or the President. The Secretary shall have custody of the corporate seal of the Corporation, if any, and the Secretary, or in the absence of the Secretary any Assistant Secretary, shall have authority to affix the same to any instrument requiring it, and when so affixed it may be attested by the signature of the Secretary or an Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation, if any, and to attest such affixing of the seal. The Secretary shall also keep a register of the post office address of each stockholder which shall be furnished to the Secretary by such stockholder, sign with the President or Vice President, certificates for shares of the Corporation, the issuance of which shall be authorized by resolution of the Board of Directors, and have general charge of the stock transfer books of the Corporation.

Section 4.7. Assistant Secretary. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Secretary or in the event of the Secretary’s inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties as may from time to time be prescribed by the Board of Directors, the Chairman of the Board, the President or the Secretary.

Section 4.8. Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Chairman of the Board, the President and the Board of Directors, at its regular meetings or when the Board of Directors so requires, an account of all transactions as Treasurer and of the financial condition of the Corporation. The Treasurer shall perform such other duties as may from time to time be prescribed by the Board of Directors, the Chairman of the Board or the President.

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Section 4.9. Assistant Treasurer. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of the Treasurer’s inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as may from time to time be prescribed by the Board of Directors, the Chairman of the Board, the President or the Treasurer.

Section 4.10. Other Officers. The President or Board of Directors may appoint other officers and agents for any Group, Division or Department into which this Corporation may be divided by the Board of Directors, with titles as the President or Board of Directors may from time to time deem appropriate. All such officers and agents shall receive such compensation, have such tenure and exercise such authority as the President or Board of Directors may specify. All appointments made by the President hereunder and all the terms and conditions thereof must be reported to the Board of Directors.

In no case shall an officer or agent of any one Group, Division or Department have authority to bind another Group, Division or Department of the Corporation or to bind the Corporation except as to the business and affairs of the Group, Division or Department of which he or she is an officer or agent.

Section 4.11. Salaries. The salaries of the elected officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.

Section 4.12. Voting Securities Held by the Corporation. Unless otherwise provided by the Board of Directors, powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the President or any Vice President and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and powers incidental to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors, may, by resolution, from time to time confer like powers upon any other person or persons.

V.

CERTIFICATES OF STOCK

Section 5.1. Form. The shares of the Corporation shall be represented by certificates. Certificates of stock in the Corporation, if any, shall be signed by or in the name of the Corporation by the Chairman of the Board or the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation. Where a certificate is countersigned by a transfer agent, other than the Corporation or an employee of the Corporation, or by a registrar, the signatures of the Chairman of the Board, the

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President or a Vice President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary may be facsimiles. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, the certificate may be issued by the Corporation with the same effect as if such officer, transfer agent or registrar were such officer, transfer agent or registrar at the date of its issue.

Section 5.2. Transfer. Except as otherwise established by rules or regulations adopted by the Board of Directors, upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate of stock or uncertificated shares in place of any certificate therefor issued by the Corporation to the person entitled thereto, cancel the old certificate and record the transaction on its books; provided, however, that (i) prior to any transfer, confirmation is obtained from Moody’s Investors Service that the ratings of securities issued by the Corporation will not be reduced or withdrawn as a result of such transfer, and (ii) the stock of the Corporation shall not be transferable to any U.S. Person (as defined in Regulation S of the United States Securities Act of 1933, as amended).

Section 5.3. Replacement. In case of the loss, destruction or theft of a certificate for any stock of the Corporation, a new certificate of stock or uncertificated shares in place of any certificate therefor issued by the Corporation may be issued upon satisfactory proof of such loss, destruction or theft and upon such terms as the Board of Directors may prescribe. The Board of Directors may in its discretion require the owner of the lost, destroyed or stolen certificate, or his legal representative, to give the Corporation a bond, in such sum and in such form and with such surety or sureties as it may direct, to indemnify the Corporation against any claim that may be made against it with respect to a certificate alleged to have been lost, destroyed or stolen.

Section 5.4. Record Date. in order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty days nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before the day on which notice is given, or, if notice is waived, at the close of business on the day before the day on which the meeting is held. The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed. The record date for determining stockholders for any other purpose shall be at the close of

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business on the day on which the Board of Directors adopts the resolution relating to such purpose.

Section 5.5. Beneficial Owners. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law. The Corporation shall not be required to register any transfer of shares made in violation of any agreement among a stockholder or investor in the Corporation and the Corporation, or recognize as a holder of any such shares any transferee in such a violative transaction.

VI.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 6.1. Power to Indemnify in Actions, Suits or Proceedings other Than Those by or in the Right of the Corporation. Subject to Section 6.3 of this Article VI, the Corporation shall indemnify, to the fullest extent permitted by applicable law, now or hereafter in effect, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director or executive officer of the Corporation, or is or was a director or executive officer of the Corporation serving at the request of the Corporation as a director or executive officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful; provided, however, the Corporation shall be required to indemnify an officer or director in connection with any actions, suit or proceeding initiated by such person only if (i) such action, suit or proceeding was authorized by the Board of Directors or (ii) the indemnification does not relate to any liability arising under Section 16(b) of the Securities Exchange Act of 1934, as amended, or any of the rules or regulations promulgated thereunder. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

Section 6.2. Power to Indemnify in Actions, Suits or Proceedings by or in the Right of Corporation. Subject to Section 6.3 of this Article VI, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or executive officer of the Corporation, or is or was a director or executive officer of the Corporation serving at the request of the Corporation as

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a director or executive officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys’ fees) actually reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 6.3. Authorization of Indemnification. Any indemnification under this Article VI (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or executive officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 6.1 or Section 6.2 of this Article VI, as the case may be. Such determination shall be made (i) by the Board of Directors by a majority vote of directors who were not parties to such action, suit or proceeding (even if such majority vote Constitutes less than a quorum), or (ii) if the majority vote of disinterested directors so directs (even if such majority vote constitutes less than a quorum), by independent legal counsel in a written opinion, or (iii) by the stockholders. To the extent, however, that a director or executive officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith, without the necessity of authorization in the specific case.

Section 6.4. Good Faith Defined. For purposes of any determination under Section 6.3 of this Article VI, a person shall be deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his conduct was unlawful, if his action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to him by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term “another enterprise” as used in this Section 6.4 shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director or executive officer. The provisions of this Section 6.4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 6.1 or 6.2 of this Article VI, as the case may be.

Section 6.5. Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 6.3 of this Article VI, and notwithstanding the absence of any determination thereunder, any director or executive officer may apply to any court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible

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under Sections 6.1 and 6.2 of this Article VI. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or executive officer is proper in the circumstances because he has met the applicable standards of conduct set forth in Section 6.1 or 6.2 of this Article VI, as the case may be. Neither a contrary determination in the specific case under Section 6.3 of this Article VI nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or executive officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 6.5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or executive officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

Section 6.6. Expenses Payable in Advance. Expenses (including attorneys’ fees) incurred by a director or executive officer in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or executive officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article VI.

Section 6.7. Nonexclusivity of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by or granted pursuant to this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any By-Law, agreement, contract, vote of stockholders or disinterested directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Sections 6.1 and 6.2 of this Article VI shall be made to the fullest extent permitted by law. The provisions of this Article VI shall not be deemed to preclude the indemnification of any person who is not specified in Sections 6.1 or 6.2 of this Article VI but whom the Corporation has the power or obligation to indemnify under the provisions of the GCL, or otherwise.

Section 6.8. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or executive officer of the Corporation, or is or was a director or executive officer of the Corporation serving at the request of the Corporation as a director or executive officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power or the obligation to indemnify him against such liability under the provisions of this Article VI.

Section 6.9. Certain Definitions. For purposes of this Article VI, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or executive officers, so that any person who is or was a director or executive officer of such constituent corporation, or is or was a director or executive officer of such constituent

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corporation serving at the request of such constituent corporation as a director or executive officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article VI with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article VI, references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director or executive officer of the Corporation which imposes duties on, or involves services by, such director or executive officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VI.

Section 6.10. Survival of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VI shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or executive officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 6.11 Limitation on Indemnification. Notwithstanding anything contained in this Article VI the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 6.5 hereof), the Corporation shall not be obligated to indemnify any director or executive officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.

VII.

GENERAL PROVISIONS

Section 7.1. Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 7.2. Corporate Seal. The corporate seal, if any, shall be in such form as may be approved from time to time by the Board of Directors. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

Section 7.3. Notices. Whenever written notice is required by law, the Certificate of Incorporation or these By-Laws, to be given to any director, member of a committee or stockholder, such notice may be given by mail or overnight courier, addressed to such director, member of a committee or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail or with a nationally recognized overnight courier service. Written notice may also be given personally or by telegram, facsimile or cable.

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Section 7.4. Waiver of Notice. Whenever any notice is required to be given under law or the provisions of the Certificate of Incorporation or these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to notice.

Section 7.5. Resignations and Removals. Any director or any officer, whenever elected or appointed, may resign at any time by serving written notice of such resignation on the President or the Secretary, and such resignation shall be deemed to be effective as of the close of business on the date said notice is received by the President or Secretary. No formal action shall be required of the Board of Directors or the stockholders to make any such resignation effective. Except as the Board of Directors may otherwise determine, no officer who resigns or is removed shall have any right to any compensation as an officer for any period following his resignation or removal, or any right to damages on account of such removal, whether his compensation be by the month or by the year or otherwise, unless such compensation is expressly provided in a duly authorized written agreement with the Corporation.

Section 7.6. Disbursements. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

VIII.

AMENDMENTS

These By-Laws may be altered, amended or repealed or new By-Laws may be adopted by the Board of Directors. The fact that the power to amend, alter, repeal or adopt the By-Laws has been conferred upon the Board of Directors shall not divest the stockholders of the same powers.

IX.

SUBJECT TO CERTIFICATE OF INCORPORATION

These By-Laws and the provisions hereof are subject to the terms and conditions of the Certificate of Incorporation of the Corporation (including any certificates of designations filed thereunder), and in the event of any conflict between these By-Laws and the Certificate of Incorporation, the Certificate of Incorporation shall control.

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EX-3.6

Exhibit 3.6

CERTIFICATE OF INCORPORATION

OF

ACN COMMUNICATIONS CORPORATION

ACN COMMUNICATIONS CORPORATION

(A Delaware Corporation)

CERTIFICATE OF INCORPORATION

FIRST. The name of the Corporation is ACN COMMUNICATIONS CORPORATION.

SECOND. Its principal office in the State of Delaware is located at No. 100 West Tenth Street, in the City of Wilmington, County of New Castle. The name and address of its resident agent is The Corporation Trust Company, No. 100 West Tenth Street, Wilmington, Delaware 19899.

THIRD. The nature of the business, or objects or purposes to be transacted, promoted or carried on are:

To investigate, secure information, prepare reports and render services or assistance relating to any business enterprise, or activity, or to equipment or methods used therein.

To apply for, receive and hold licenses from the Federal Communications Commission and any other governmental body or unit for transmission and broadcasting for any and all purposes, to operate thereunder, and to furnish services of every kind or description in or related to commercial and industrial broadcasting or methods useful in connection therewith.

To purchase and resell or lease 2-Way Radio Equipment, and to render 2-Way Radio service on a non-profit basis to the A.C. Nielsen Company and its affiliates.

To carry on market research in all its phases.

To furnish services of every kind or description in or related to market research, advertising and general business and equipment or methods useful in connection therewith, including without limiting the generality of the foregoing, rendering services of all kind in connection with merchandise couponing or other promotional or advertising methods or devices.

To engage in the business of advertising, printing and publishing.

To manufacture, own, install or operate all devices and appliances necessary or convenient for engaging in the businesses of market research, advertising, printing and publishing.

To manufacture, process, purchase, otherwise acquire, prepare for market, merchandise, sell, otherwise dispose of, at wholesale or retail or both, or otherwise deal in all kinds of goods, wares, merchandise, commodities or other property of any class whatsoever in any part of the world; and to carry on, and engage in any phase of, a general business of manufacturing, merchandising and trading.

To engage in, carry on or otherwise conduct, directly or through employees or others, research or investigation for general purposes or for the development of new or improved services, products, by-products, equipment or processes, or uses therefor, or for improving the ease or efficiency of the operations of the corporation of other businesses or for other purposes.

To produce, process, otherwise acquire, own, modify, sell, transport, dispose of or deal in any and all kinds of raw material, semi-finished or finished materials, goods, products and any tangible or intangible interests or property.

To purchase, erect, construct, build, rebuild, rent, otherwise acquire, own, hold, use, operate, maintain, alter, manage, deal in, sell, exchange, transfer, mortgage, pledge, encumber, lease, remove, otherwise dispose of or deal with land, buildings, structures, laboratories, equipment, machinery, facilities or any other improvements or real property or personal property whatsoever, either tangible or intangible, or any interest therein.

To purchase, otherwise acquire, own, hold, invest in, deal in, sell exchange, assign, transfer, mortgage, pledge, encumber, otherwise dispose of, or deal with, as principal or agent, stock of, or evidences of indebtedness created or assumed by, this corporation or any other corporation or corporations of the Sate of Delaware, any other state, the District of Columbia, or any country or any political subdivision, territory, colony, or possession thereof, or created by any other person or persons including, without limiting the generality of the foregoing, securities, shares, bonds, debentures, notes, open accounts and other evidences of indebtedness, or other interest in, or obligations of, corporations, foreign or domestic, associations, trusts, partnerships, individuals, governmental bodies or authorities, or any other person; and to exercise all the rights, powers and privileges with respect thereto which natural persons might, could or would exercise, including, except in the case of stock or any other securities issued by this Corporation having voting rights, the right to vote thereon.

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To borrow money and to make or issue evidences of indebtedness of this Corporation of all kinds, including bonds, debentures, notes or other evidences of indebtedness whether or not convertible into stock or other securities of the Corporation of any class and whether or not secured by mortgage or pledge of the whole or any part of the Corporation’s property or otherwise.

To purchase or otherwise acquire the good will, rights, and other property of all kinds, and to undertake and assume the whole or any part of the liabilities, of any corporation, foreign or domestic, association, trust, partnership, individual or any other person.

To promote, finance, invest in, aid or assist, financially or otherwise, any corporation, foreign or domestic association, trust, partnership, individual or any other person in which or in whom the Corporation has any interest of whatever nature or with which or with whom it has business dealings, and in connection therewith to guarantee or become surety for the performance or payment of any undertaking or obligation whatsoever; and to aid in any manner any such person and generally to do any acts or things designed to protect, preserve, improve or enhance the value of any such interest.

To apply for, obtain, register, purchase, license, otherwise acquire, own, hold, use, operate, deal in, introduce, sell, assign, exchange, lease, license, otherwise dispose of or deal with, in whole or in part, any trade names, trademarks, distinctive marks, copyrights, patents, inventions, formulas, secret processes, licenses, concessions, improvements, processes or the like used in connection with, or secured under, letters patent of the United States of America, or the laws of any other jurisdiction, or otherwise; and to issue, exercise, develop, grant licenses in respect thereof or otherwise turn them to account.

To perform services, or act as agent or broker, for others for any purpose for which it might itself act.

To make and enter into contracts of every kind and description, with any corporation, foreign or domestic, association, trust, partnership, individual, governmental body or authority, or any other person; to do and transact all acts, business and things incident to or relating to or convenient in connection with any business, objects or purpose of the Corporation as principal or agent or otherwise, and by or through agents, and

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either alone or in conjunction with others; and to remunerate any corporation, partnership, individual, or other person for services rendered or to be rendered, including, without limitation, the placing or assisting to place or guaranteeing the placing of any stocks, bonds, debentures, or other securities of the corporation or of any other corporation.

To carry on all or any of its operations and business without restriction or limitation as to amount; to have one or more offices in any state, territory or possession of the United States of America, or the District of Columbia, and in any foreign country, or any political subdivision, territory, colony or possession subject to the laws thereof.

In general, to carry on any business or to perform any service in connection with the foregoing, and to have and exercise all the powers conferred by the laws of the State of Delaware upon corporations formed under the general corporation law of such state, and to do any or all of the things herein–before set forth to the same extent as natural persons might, could or would do.

The foregoing clauses shall be liberally construed, both as objects and powers; and the objects and purposes specified therein shall, except where otherwise expressed, be in nowise limited or restricted by reference to or inference from, the terms of any other clause in this Certificate of Incorporation.

FOURTH. The total number of shares of stock which the Corporation shall have authority to issue is one thousand (1000) consisting solely of shares of Common Stock, of the par value of $5.00 per share.

Dividends upon all the outstanding shares of Common Stock shall be paid, when declared by the Board of Directors, out of the net assets of the Corporation lawfully available for payment thereof.

Each share of Common Stock of the Corporation shall entitle the holder thereof to one vote in respect thereof on each matter submitted for a vote at any meeting of stockholders of the Corporation.

Holders of Common Stock as such shall have no preemptive right to purchase shares of Common Stock, or securities convertible into, or carrying rights to purchase either, whether issued for cash or other consideration.

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FIFTH. The minimum amount of capital with which the Corporation will commence business is one thousand dollars ($1000.00).

SIXTH. The names and places of residences of the incorporators are as follows:

Name	Residence
James J. Brennan	2423 North Orchard Chicago, Illinois
Wilbur C. Delp, Jr.	1294 Ridge Road Northbrook, Illinois
Gerald K. Neavolls	618 Hull Terrace Evanston, Illinois

SEVENTH. The Corporation is to have perpetual existence.

EIGHTH. The private property of the stockholders shall not be subject to the payment of corporate debts to any extent whatever.

NINTH. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized:

To make, alter, amend or repeal the by-laws of the Corporation.

From time to time, (a) to issue, sell and dispose of shares of the authorized and previously unissued stock of the Corporation and shares of its outstanding stock held in its treasury; (b) to issue, sell and dispose of the bonds, debentures, notes and other obligations or evidences of indebtedness of the Corporation, including bonds, debentures, notes and other obligations or evidences of indebtedness of the Corporation convertible into stock of the corporation of any class; and (c) to authorize and cause to be executed mortgages and liens upon the real and personal property of the Corporation.

To declare any pay dividends on the capital stock as permitted by law.

To set apart out of any of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve in the manner in which it was created.

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By resolution passed by a majority of the whole board, to designate one or more committees, each committee to consist of two or more of the directors of the Corporation, which, to the extent provided in the resolution or in the by-laws of the corporation, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be stated in the by-laws of the Corporation or as may be determined from time to time by resolution adopted by the Board of Directors.

When and as authorized by the affirmative vote of the holders of a majority of the stock issued and outstanding having voting power given at a stockholders’ meeting duly called for that purpose, or when authorized by the written consent of the holders of a majority of the voting stock issued and outstanding, to sell, lease or exchange all of the property and assets of the corporation, including its good will and its corporate franchises, upon such terms and conditions and for such consideration, which may be in whole or on part shares of stock and/or other securities of, any other corporation or corporations, as the Board of Directors shall deem expedient and for the best interests of the corporation.

The Corporation may in its by-laws confer powers upon its Board of Directors in addition to the foregoing, and in addition to the powers and authorities expressly conferred upon such board by statute.

The Corporation may enter into contracts or transact business with one or more of its directors, or wish any firm of which one ore more of its directors, or with any firm of which one or more of its directors are members or with any trust, firm, corporation or association in which any one or more of its directors is a stockholder, director or officer or otherwise interested, and any such contract or transaction shall not be invalidated in the absence of fraud because such director or directors have or may have interests therein which are or might be adverse to the interest of the Corporation, even though the presence and/or vote of the director or directors having such adverse interest shall have been necessary to constitute a quorum and/or to obligate the Corporation upon such contract or transaction; and in the absence of fraud no director having such adverse interest shall be liable to this Corporation or to any stockholder or creditor thereof, or to any other person, for any less incurred by it under or by reason of any such contract or transaction, nor shall any such director or directors be accountable for any gains or profits realized thereon.

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Each director and each officer of this Corporation, and each person who at the request of this Corporation acts as a director or officer of any other corporation in which this Corporation has an interest to protect as a stockholder or creditor (and the heirs, executors and administrators of such director, officer or person), shall be indemnified by this Corporation against expenses and liability imposed upon or reasonably incurred by him in connection with any claim made against him or any action, suit or proceeding, civil or criminal, to which he may be made a party, by reason of his being or having been a director or officer of this Corporation or such other corporation (whether or not he continues to be such director or officer at the time of incurring such expenses and liability) but in respect of indemnity sought for amounts paid or payable in connection with any settlement or compromise, only if it shall have been determined by a majority of the Board of Directors not affected by self-interest, (or if all the directors are affected by self-interest, by independent counsel selected for that purpose by the Board of Directors) that such settlement or compromise should be made and that such director or officer had not been derelict in the performance of his official duties and provided such right of indemnity shall not be available to any such person in cases where the claim made against him shall be admitted by him to be just, or in cases in which he shall be adjudged in such action, suit or proceeding to be liable or to have been derelict in the performance of his duty as such director or officer. Such right of indemnification shall be in addition to other rights to which he may be entitled as a matter of law.

TENTH. Meetings of stockholders may be held outside the State of Delaware, if the by-laws so provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the by-laws of this Corporation. Elections of directors need not be by ballot unless the by-laws of the Corporation shall so provide.

ELEVENTH. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, subject to the limitations set forth in this Certificate of Incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation.

WE, THE UNDERSIGNED, being all of the incorporators hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware

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do make this certificate hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto set our hands and seals this 5^th day of April , A.D. 1966.

/s/ James J. Brennan	(SEAL)
James J. Brennan

/s/ Wilbur C. Delp, Jr.	(SEAL)
Wilbur C. Delp, Jr.

/s/ Gerald K. Neavolls	(SEAL)
Gerald K. Neavolls

STATE OF ILLINOIS	)
	) SS.
COUNTY OF COOK	)

BE IT REMEMBERED that on this 5^th day of April, A.D. 1966, personally came before me, a Notary Public for the State of Illinois, James J. Brennan, Wilbur C. Delp, Jr., and Gerald K. Neavolls, all of the parties to the foregoing certificate of incorporation, known to me personally to be such, and severally acknowledged the said certificate to be the act and deed of the signers respectively and that the facts therein stated are truly set forth.

GIVEN under my hand and seal of office the day and year aforesaid.

Naile Van Dyke

Notary Public

My commission expires

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CERTIFICATE OF AMENDMENT

OF

ACN COMMUNICATIONS CORPORATION

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

ACN COMMUNICATIONS CORPORATION, a corporation organized and existing under the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That at a meeting of the Board of Directors of ACN COMMUNICATIONS CORPORATION a resolution was duly adopted, setting forth the proposed Amendment of the Certificate of Incorporation of said Corporation, declaring said Amendment to be advisable and calling a meeting of stockholders of said Corporation for consideration thereof. The resolution setting forth the proposed Amendment is as follows:

RESOLVED: That Articles FIRST and FOURTH of the Certificate of Incorporation be and the same are hereby amended to read as follows:

FIRST. The name of the Corporation is

A. C. NIELSEN (ARGENTINA) S.A.

FOURTH. The total number of shares of stock which the Corporation shall have authority to issue is Ten Thousand (10,000) consisting solely of shares of Common Stock, of par value of $5.00 per share.

Dividends upon all the outstanding shares of Common Stock shall be paid, when declared by the Board of Directors, out of the net assets of the Corporation lawfully available for payment thereof.

Each share of Common Stock of the Corporation shall entitle the holder thereof to one vote in respect thereof on each matter submitted for a vote at any meeting of stockholders of the Corporation.

Holders of Common Stock as such shall have no preemptive right to purchase shares of Common Stock, or securities convertible into, or carrying rights to purchase either, whether issued for cash or other consideration.

SECOND: That thereafter, pursuant to the resolution of its Board of Directors, a special meeting of the stockholders of said Corporation was duly held, at which meeting the sole owner and holder of all of the Corporation’s

Common Stock voted in favor of the Amendment.

THIRD: That said Amendment was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said ACN COMMUNICATIONS CORPORATION has caused its Corporate Seal to be hereunto affixed and this Certificate to be signed by A. C. Nielsen, its Chairman and Eula Belle M. Hendrix, its Secretary, this 31^st day of March, 1971.

ACN COMMUNICATIONS CORPORATION
By:	/s/ A.C. Nielsen
	Chairman
By:	/s/ Eula Belle M. Hendrix
	Secretary

STATE OF ILLINOIS	)
	) SS
COUNTY OF COOK	)

BE IT REMEMBERED that on this 31^st day of March, A.D. 1971, personally came before me, a Notary Public in and for the County and State aforesaid, Arthur C. Nielsen, Chairman of ACN COMMUNICATIONS CORPORATION, a corporation of the State of Delaware, the corporation described in and which executed the foregoing certificate, known to me personally to be such, and he, the said Arthur C. Nielsen, as such Chairman, duly executed said certificate before me and acknowledged the said certificate to be his act and deed and the act and deed of said corporation; that the signatures of the said Chairman and of the Secretary of said corporation to said foregoing certificate are in the handwriting of the said Chairman and Secretary of said corporation, respectively, and that the seal affixed to said certificate is the common or corporate seal of said corporation, and that the facts stated therein are true.

IN WITNESS WHEREOF, I have hereunto set my had and seal of office the day and year aforesaid.

/s/ Theresa E. Hardy

Notary Public

My commission Expires April 1, 1975.

THE PRENTICE-HALL CORPORATION SYSTEM, INC.

229 SOUTH STATE STREET

DOVER, KENT COUNTY, DELAWARE

19901

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

It is hereby certified that:

1. The name of the corporation (hereinafter called the “corporation”) is A. C. Nielsen (Argentina) S.A.

2. The registered office of the corporation within the State of Delaware is hereby changed to 229 South State Street, City of Dover 19901, County of Kent.

3. The registered agent of the corporation within the State of Delaware is hereby changed to The Prentice-Hall Corporation System, Inc. the business office of which is identical with the registered office of the corporation as hereby changed.

4. The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on             , 19

/s/ Robert P Yeamons

Vice President

Attest:

/s/ Authorized Signatory

Secretary

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE

* * * * *

A. C. NIELSEN (ARGENTINA) S.A     , a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

The present registered agent of the corporation is The Prentice-Hall Corporation System, Inc. and the present registered office of the corporation is in the county of Kent.

The Board of Directors of A. C. NIELSEN (ARGENTINA) S.A. adopted the following resolution on the 12^th day of October 1989.

Resolved, that the registered office of A. C. NIELSEN (ARGENTINA) S.A. in the State of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of this corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed the registered agent of this corporation at the address of its registered office.

IN WITNESS WHEREOF, A. C. NIELSEN (ARGENTINA) S.A. has caused this statement to be signed by James W. Carter, Jr.                    , its Vice President and attested by Mary A. Dresdow                     , its                      Secretary this 16^th day of October                     , 1989.

		By	/s/ James W. Carter, Jr.
			Vice President
Attest
By	/s/ Mary A. Dresdow
	Secretary

EX-3.7

Exhibit 3.7

A. C. NIELSEN (ARGENTINA) S.A.

BY-LAWS

Amended Through October 24, 1989

ARTICLE I

Offices

Section 1.1. Registered Office. The registered office in the State of Delaware is in the city of Wilmington, County of New Castle, and the name of the resident agent in charge thereof is The Corporation Trust Company.

Section 1.2. Other Offices. The corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II

Meetings of Stockholders

Section 2.1. Annual Meeting. The annual meeting of the stockholders shall be held on the second Monday in February in each year, if not a legal holiday, or, if a legal holiday, then on the next succeeding business day, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the election of directors shall not be held on the day herein designated for the annual meeting, or at any adjournment thereof, the Board of Directors shall cause such election to be held at a special meeting of the stockholders as soon thereafter as convenient.

Section 2.2. Special Meetings. Except as otherwise prescribed by statute or the Certification of Incorporation, special meetings of the stockholders for any purpose or purposes, may be called and the location thereof designated by the President or the Chairman of the Board, and shall be called by the Secretary at the request in writing of a majority of the Board of Directors.

Section 2.3. Place of Meetings. Each meeting of stockholders shall be held at such place within or without the State of Delaware, as the Board of Directors shall designate, or if no such designation is made, at the principal office of the corporation.

Section 2.4. Notice of Meetings. Written or printed notice stating the place, date and hour of each annual or special meeting of the stockholders and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than fifty (50) days before the date of the meeting. (See also Article IV.)

Section 2.5. Stockholder List. At least ten (10) days before every meeting of stockholders, the Secretary shall prepare a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each such stockholder and the number of shares registered in the name of each such stockholder. Such list shall be open to examination by any stockholder of the corporation during ordinary business hours, for any purpose germane to the meeting, for a period of at least ten (10) days prior to the meeting, at a place within the city where the meeting is to be held, which place shall be specified in the notice of meeting, or, if not so specified, at the place where the meeting is to be held. The list shall be produced and kept at the time and place of meeting during the whole time thereof, and subject to the inspection of any such stockholder who may be present.

Section 2.6. Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall be requisite for, and shall constitute, a quorum at all meetings of the stockholders of the corporation for the transaction of business, except as otherwise provided by statute or these by-laws. If a quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting if the adjournment is for thirty days or less or unless after the adjournment a new record date is fixed, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed.

Section 2.7. Proxies. At every meeting of the stockholders, each stockholder having the right to vote thereat shall be entitled to vote in person or by proxy. Such proxy shall be appointed by an instrument in writing subscribed by such stockholder and bearing a date not more than three (3) years prior to such meeting, unless such proxy provides for a longer period, and shall be filed with the Secretary of the corporation before, or at the time of, the meeting.

Section 2.8. Voting. At every meeting of the stockholders, each stockholder shall be entitled to one vote for each share of stock entitled to vote thereat which is registered in the name of such stockholder on the books of the corporation. When a quorum is present at any meeting of the stockholders, the vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote at the meeting shall be sufficient for the transaction of any business, unless otherwise provided by statute, the Certificate of Incorporation or these by-laws.

Section 2.9. Voting of Certain Shares. Shares standing in the name of another corporation, domestic or foreign, and entitled to vote may be voted by such officer, agent, or proxy as the by-laws of such corporation may prescribe or, in the absence of such provision, as the Board of Directors of such corporation may determine. Shares standing in the name of a deceased person, a minor or an incompetent and entitled to vote may be voted by his administrator, executor, guardian or conservator, as the case may be, either in person or by proxy. Shares standing in the name of a trustee and entitled to vote may be voted by such trustee, either in person or by proxy to the full extent provided by Delaware law. Shares standing in the name of a receiver and entitled to vote may be voted by such receiver. A stockholder some or all of whose shares, otherwise entitled to vote, are pledged shall be entitled to vote such shares

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unless, in the transfer of such pledged shares on the books of the corporation, such stockholder as pledgor has expressly empowered the pledgee to vote thereon, in which case only the pledgee, or the pledgee’s proxy, may represent such stock and vote thereon. Shares standing in the name of two or more persons and shares with two or more persons having the same fiduciary relationship respecting such shares shall be voted in accordance with the provisions of Section 217(b) of the Delaware General Corporation Law.

Section 2.10. Treasury Stock. Share of its own stock belonging to this corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such corporation is held by this corporation, shall not be voted at any meeting and shall not be counted in determining the total number of outstanding shares. Nothing in this section shall be construed as limiting the right of this corporation to vote shares of its own stock held by it in a fiduciary capacity.

Section 2.11. Action Without Meeting. Whenever the vote of stockholders at a meeting thereof is required or permitted to be taken in connection with any corporate action, the meeting and vote of stockholders may be dispensed with if all of the stockholders who would have been entitled to vote upon the action if such meeting were held shall consent in writing to such corporate action being taken.

ARTICLE III

Directors

Section 3.1. Number and Election. The number of directors which shall constitute the whole Board shall be fixed from time to time by resolution of the Board of Directors. The directors shall be elected at the annual meeting of the stockholders, or at any adjournment thereof, except as provided in Sections 2.1 and 3.2 of these by-laws, and each director elected shall hold office until his successor shall be elected and shall qualify. Directors need not be residents of the State of Delaware or stockholders of this corporation.

Section 3.2. Resignations and Vacancies. Any director may resign at any time by giving written notice to the Board of Directors or to the President. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. If, at any time other than the annual meeting of the stockholders, any vacancy occurs in the Board of Directors caused by resignation, death, retirement, disqualification or removal from office of any director or otherwise, or any new directorship is created by any increase in the authorized number of directors by amendment of Section 3.1 of these by-laws, a majority of the directors then in office, though less than a quorum, may choose a successor, or fill the newly created directorship, and the director so chosen shall hold office until the next annual election of directors by the stockholders and until his successor shall be duly elected and qualified, unless sooner displaced.

Section 3.3. Management of Affairs of Corporation. The property and business of the corporation shall be managed by its Board of Directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Certificate of

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Incorporation or by these by-laws directed or required to be exercised or done by stockholders. In case the corporation shall transact any business or enter into any contract with a director, or with any firm of which one or more of its directors are members, or with any trust, firm, corporation or association in which any director is stockholder, director or officer or otherwise interested, such directors shall be severally under the duty of disclosing all material facts as to their interest to the remaining directors promptly if and when such interested directors shall become advised of the circumstances; and no such contract or transaction shall be void or voidable solely by reason of such disclosed interest or solely because such interested director was present at or participated in the meeting of the board or committee thereof which authorized the contract or transaction, or solely because his or their votes are counted for such purpose, if the board or committee thereof in good faith authorizes such contract or transaction by a vote sufficient for such purpose without counting the vote of such interested director or directors. In the case of continuing relationships in the normal course of business, such disclosure shall be deemed effective, when once given, as to all transactions and contracts subsequently entered into.

Section 3.4. Dividends. Dividends upon stock of the corporation may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, in shares of stock or otherwise in the form, and to the extent, permitted by law.

Section 3.5. Reserves. The Board of Directors may set apart out of any funds of the corporation available for dividends a reserve or reserves for working capital or for any other lawful purpose, and also may abolish any such reserve in the manner in which it was created.

Section 3.6. Regular Meetings. An annual meeting of the Board of Directors shall be held, without other notice than this by-law, immediately after, and at the same place as, the annual meeting of the stockholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Delaware, for the holding of additional regular meetings without other notice than such resolution.

Section 3.7. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board or the President and shall be called by the Secretary at the request of any two directors, to be held at such time and place, either within or without the State of Delaware, as shall be designated by the call and specified in the notice of such meeting; and notice thereof shall be given as provided in Section 3.8 of the by-laws.

Section 3.8. Notice of Special Meetings. Except as otherwise prescribed by statute, written notice of the time and place of each special meeting of the Board of Directors shall be given at least three (3) days prior to the time of holding the meeting. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except when a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Unless otherwise provided by statute neither the business to be transacted at, nor the purpose of, any special meeting of the Board of Directors need be specified in any notice, or waiver of notice, of such meeting. (See also Articles IV and X.)

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Section 3.9. Quorum. At each meeting of the Board of Directors, the presence of not less than a majority of the directors then in office shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute. If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. In determining the presence of a quorum at a meeting of the directors or a committee thereof for the purpose of authorizing a contract or transaction between the corporation and any other corporation, partnership, association, or other organization in which one or more of its directors are directors or officers, or have a financial interest, such interested directors may be counted in determining a quorum.

Section 3.10. Presumption of Assent. Unless otherwise provided by statute, a director of the corporation who is present at a meeting of the Board of Directors at which action is taken on any corporate matter shall be conclusively presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

Section 3.11. Action Without Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting, if all members of the board or of such committee, as the case may be, consent thereto in writing and such writing or writings are filed with the minutes of proceedings of the board or such committee.

Section 3.12. Presiding Officer. The presiding officer of any meeting of Directors shall be the Chairman of the Board, or in his absence, the President. In the absence of both the Chairman and the President, any other Director elected chairman by vote of a majority of the Directors present at the meeting shall preside.

Section 3.13. Committees of Directors. The Board of Directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of two or more directors of the corporation, which, to the extent provided in the resolution, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it. The Board of Directors may designate one or more directors as alternate members of any such committee, who may replace any absent or disqualified member thereof. In the absence or disqualification of any member of such committee or committees and appointed alternates who have had notice of such meeting, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

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Section 3.14. Fees and Compensation of Directors. Directors shall receive such compensation for their services, which may or may not be conditioned upon attendance at Board Meetings, as may be set from time to time by resolution of the Board of Directors. Member of the Board shall be allowed their reasonable traveling expenses when actually engaged in the business of the corporation, to be audited and allowed as in other cases of demands against the corporation. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

Section 3.15. Reliance Upon Records. Every director of the corporation, or member of any committee designated by the Board of Directors pursuant to authority conferred by Section 3.13 of these by-laws, shall, in the performance of his duties, be fully protected in relying in good faith upon the books of account or reports made to the corporation by any of its officials, or by an independent certified public accountant, or by an appraiser selected with reasonable care by the Board of Directors or by any such committee, or in relying in good faith upon such other records of the corporation including, without limiting the generality of the foregoing, those as to the value and amount of assets, liabilities and/or net profits of the corporation, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared or paid, or with which the corporation’s stock might properly be purchased or redeemed.

ARTICLE IV

Notices

Section 4.1. Manner of Notice. Whenever under the provisions of the statutes or these by-laws notice is required to be given to any director, member of any committee designated by the Board of Directors pursuant to authority conferred by Section 3.13 of these by-laws or stockholder, it shall not be construed to require personal delivery, and such notice may be given in writing by depositing it, in a sealed envelope, in the United States mails, air mail or first class, postage prepaid, addressed to (or by delivering it to a telegraph company, charges prepaid, for transmission to) such director, member or stockholder either at the address of such director, member or stockholder as it appears on the books of the corporation or, in the case of such a director or member, at his business address; and such notice shall be deemed to be given at the time when it is thus deposited in the United States mails (or delivered to the telegraph company).

Section 4.2. Waiver of Notice. Whenever any notice is required to be given under the provisions of the statutes, the Certificate of Incorporation, or these by-laws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V

OFFICERS

Section 5.1. Officers and Official Positions. The officers of the corporation shall be a Chairman of the Board, a President, one or more Vice Presidents, a Treasurer, a Secretary, and

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such Assistant Secretaries and other officers as the Board of Directors shall determine. Any two or more offices may be held by the same person, except the offices of President and Secretary. None of the officers need be a director, a stockholder of the corporation, or a resident of the State of Delaware, except that the Chairman of the Board and the President shall be Directors of the corporation. The Board of Directors may from time to time establish, and abolish, official positions within the divisions into which the business and operations of the corporation are divided, pursuant to Section 6.1 of these by-laws, and assign titles and duties to such positions. Those appointed to official positions within divisions may, but need not, be officers of the corporation. The Board of Directors shall appoint officers to official positions within a division and may with or without cause remove from such a position any person appointed to it. In any event, the authority incident to an official position within a division shall be limited to acts and transactions within the scope of the business and operations of such division.

Section 5.2. Election and Term of Office. The officers of the corporation shall be elected annually by the Board of Directors at its regular annual meeting. If the election of officers shall not be held at such meeting, such election shall be held at a regular or special meeting of the Board of Directors as soon thereafter as may be convenient. Each officer shall hold office for such term or during the pleasure of the Board of Directors as the Board of Directors shall specify, or until his death, or until he shall resign, or shall have been removed in the manner hereinafter provided.

Section 5.3. Removal and Resignation. Any officer may be removed, either with or without cause, by a majority of the Directors at the time in office at any regular or special meeting of the Board; but such removal shall be without prejudice to the contract rights, if any, of such person so removed. Any officer may resign at any time by giving written notice to the Board of Directors, to the Chairman of the Board, or to the President or to the Secretary of the corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 5.4. Vacancies. A vacancy in any office because of death, resignation, removal, or any other cause may be filled for the unexpired portion of the term by the Board of Directors.

Section 5.5. Chairman of the Board. The Chairman, when present, shall preside at all meetings of the shareholders and directors. He shall assume the President’s responsibilities in case of the incapacity or death of the President. The Chairman shall have signing authority equivalent to that of the President.

Section 5.6. President. The President shall be the principal executive officer of the corporation and he shall, in general, supervise and administer all of the business and affairs of the corporation. He shall have authority to designate the duties and powers of other officers and delegate special powers and duties to specified officers, so long as such designation shall not be inconsistent with the statutes, these by-laws or action of the Board of Directors or the Chairman of the Board. He shall also have power to execute deeds, mortgages, bonds, contracts or other instruments of the corporation except where required by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors or by the Chairman of the Board or by the President to some other officer or agent of the corporation. The President may sign with the Secretary or an Assistant Secretary certificates for

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shares of stock of the corporation the issuance of which shall have been duly authorized by the Board of Directors, and shall vote, or give a proxy to any other person to vote, all shares of the stock of any other corporation standing in the name of the corporation. In the event of the absence, inability to act or preference of the Chairman of the Board, the President shall preside at meetings of the stockholders and Directors and shall perform all other duties of the Chairman and, when so acting, shall have all of the powers of and be subject to any restrictions imposed upon the Chairman.

Section 5.7. Vice Presidents. Each Vice President shall have only such powers and perform such duties as from time to time may be assigned to him by the Board of Directors or the Chairman of the Board or the President.

Section 5.8. Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements and shall render to the Chairman of the Board, the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the corporation. If required by the Board of Directors, the Treasurer shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

Section 5.9. Secretary. The Secretary shall: (a) keep the minutes of the meetings of the stockholders, the Board of Directors and committees of Directors, in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) have charge of the corporate records and of the seal of the corporation; (d) affix the seal of the corporation or a facsimile thereof, or cause it to be affixed, to all certificates for shares prior to the issuance thereof and to all documents the execution of which on behalf of the corporation under its seal is duly authorized by the Board of Directors or otherwise in accordance with the provisions of these by-laws; (e) sign with the President, or a Vice President, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to such office by the Chairman of the Board or by the President or by the Board of Directors. The Secretary may delegate such details of the performance of duties of the office as may be appropriate in the exercise of reasonable care to one or more persons, but shall not thereby be relieved of responsibility for the performance of such duties.

Section 5.10. Assistant Secretaries. The Assistant Secretaries shall in the absence of the Secretary perform all functions and duties of the Secretary and in addition shall assume such functions and duties as the Secretary may delegate, but such delegation shall in nowise relieve the Secretary of the responsibilities and liability of his office.

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ARTICLE VI

Divisions

Section 6.1. Divisions of the Corporation. The Board of Directors shall have the power to create and establish such operating divisions of the corporation as they may from time to time deem advisable.

Section 6.2. Official Positions Within a Division. The President may appoint individuals who are not officers of the corporation to, and may, with or without cause, remove them from, official positions established within a division, but not filled, by the Board of Directors. (See also Section 5.1 of these by-laws.)

ARTICLE VII

Contracts, Loans, Checks and Deposits

Section 7.1. Contracts and Other Instruments. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, or of any division thereof, and such authority may be general or confined to specific instances.

Section 7.2. Loans. No loans shall be contracted on behalf of the corporation, or any division thereof, and no evidence of indebtedness shall be issued in the name of the corporation, or any division thereof, unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 7.3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, or any division thereof, shall be signed by such officer or officers, agent or agents of the corporation, and in such manner as shall from time to time be determined by the Board of Directors.

Section 7.4. Deposits. All funds of the corporation, or any division thereof, not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

ARTICLE VIII

Certificates of Stock and Their Transfer

Section 8.1. Certificates of Stock. The certificates of stock of the corporation shall be in such form as may be determined by the Board of Directors, shall be numbered and shall be entered in the books of the corporation as they are issued. They shall exhibit the holder’s name and number of shares and shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary. If any stock certificate is signed (a) by a transfer agent or an

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assistant transfer agent or (b) by a transfer clerk acting on behalf of the corporation and a registrar, the signature of any such officer may be facsimile. In case any such officer whose facsimile signature has thus been used on any such certificate shall cease to be such officer, whether because of death, resignation or otherwise, before such certificate has been delivered by the corporation, such certificate may nevertheless be delivered by the corporation, as though the person whose facsimile signature has been used thereon had not ceased to be such officer. All certificates properly surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued to evidence transferred shares until the former certificate for at least a like number of shares shall have been surrendered and cancelled and the corporation reimbursed for any applicable taxes on the transfer, except that in the case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms, and with such indemnity (if any) to the corporation, as the Board of Directors may prescribe specifically or in general terms or by delegation to the transfer agent. (See Section 8.2.)

Section 8.2. Lost or Destroyed Certificates. The Board of Directors in individual cases, or by general resolution or by delegation to the transfer agent, may direct a new certificate or certificates to be issued by the corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed.

Section 8.3. Transfer of Stock. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, and upon payment of applicable taxes with respect to such transfer, it shall be the duty of the corporation, subject to such rules and regulations as the Board of Directors may from time to time deem advisable concerning the transfer and registration of certificates for shares of capital stock of the corporation, to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Transfers of shares shall be made only on the books of the corporation by the registered holder thereof or by his attorney or successor duly authorized as evidence by documents filed with the Secretary or transfer agent of the corporation.

Section 8.4. Restrictions on Transfer. Any stockholder may enter into an agreement with other stockholders or with the corporation providing for reasonable limitation or restriction on the right of such stockholder to transfer shares of Common Stock of the corporation held by him, including, without limiting the generality of the foregoing, agreements granting to such other stockholders or to the corporation the right to purchase for a given period of time any of such shares on terms equal to terms offered such stockholders by any third party. Any such limitation or restriction on the transfer of shares of this corporation may be set forth on certificates representing shares of Common Stock or notice thereof may be otherwise given to the corporation or the transfer agent, in which case the corporation or the transfer agent shall not transfer such shares upon the books of the corporation without receipt of satisfactory evidence of compliance with the terms of such limitation or restriction; provided, however, no such restriction, unless noted conspicuously on the security, shall be effective against anyone found by a court of competent jurisdiction to be other than a person with actual knowledge of the restriction.

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Section 8.5. No Fractional Share Certificates. Certificates shall not be issued representing fractional shares of stock.

Section 8.6. Closing Transfer Books or Fixing Record Date. The Board of Directors may close the stock transfer books of the corporation for a period not exceeding sixty days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or the date for the allotment of rights or the date when any change, or conversion or exchange of capital stock shall go into effect, or in connection with obtaining the consent of stockholders for any purpose. In lieu of closing the stock transfer books as aforesaid, the Board of Directors may fix in advance a date, not exceeding sixty (60) days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining such consent, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting, and adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect to any such change, conversion or exchange of capital stock, or to give such consent, and in such case such stockholders and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the corporation after any such record date fixed as aforesaid.

Section 8.7. Stockholders of Record. The corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE IX

General Provisions

Section 9.1. Fiscal Year. The fiscal year of the corporation shall be determined by the Board of Directors.

Section 9.2. Seal. The corporate seal shall have inscribed thereon the name of the corporation and the words “CORPORATE SEAL” and “DELAWARE”; and it shall otherwise be in the form approved by the Board of Directors. Such seal may be used by causing it, or a facsimile thereof, to be impressed or affixed or reproduced, or otherwise.

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ARTICLE X

Amendments

Amendments by Directors. Any provision of these by-laws may be altered, amended or repealed from time to time by the affirmative vote of a majority of the directors then qualified and acting at any regular meeting of the board at which a quorum is present, or at any special meeting of the board at which a quorum is present if notice of the proposed alteration, amendment or repeal be contained in the notice of such special meeting; provided, however, that no reduction in the number of directors shall have the effect of removing any director prior to the expiration of his term of office.

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EX-3.8

Exhibit 3.8

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AM 06/20/1991

731171020 – 529010

A. C. NIELSEN COMPANY

(A Delaware Corporation)

RESTATED CERTIFICATE OF INCORPORATION

(Original Certificate Filed October 24, 1958)

A. C. Nielsen Company, a corporation organized originally under the name of NIELSEN, INC. and existing under and by virtue of the General Corporation Law of the State of Delaware DOES HEREBY CERTIFY:

FIRST: The Board of Directors of A. C. Nielsen Company has duly adopted, in accordance with the provisions of Section 245 of the General Corporation Law of the State of Delaware, without a vote of stockholders, a restated certificate of incorporation as set forth herein.

SECOND: The restated certificate of incorporation set forth herein only restates and integrates and does not further amend the provisions of the corporation’s certificate of incorporation as heretofore amended or supplemented, and there is no discrepancy between the provisions of the corporation’s certificate of incorporation as heretofore amended or supplemented and the provisions of the restated certificate of incorporation set forth herein.

THIRD: The provisions of the restated certificate of incorporation of A. C. Nielsen Company shall be as follows:

FIRST. The name of the Corporation is

A. C. NIELSEN COMPANY

SECOND. Its registered office in the State of Delaware is located at Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

THIRD. The nature of the business, or objects or purposes to be transacted, promoted or carried on are:

To investigate, secure information, prepare reports and render services or assistance relating to any business enterprise, or activity, or to equipment or methods used therein.

To carry on market research in all its phases.

To furnish services of every kind or description in or related to market research, advertising and general business and equipment or methods useful in connection therewith, including without limiting the generality of the foregoing, rendering services of all kinds in connection with merchandise couponing or other promotional or advertising methods or devices.

To engage in the business of advertising, printing and publishing.

To manufacture, own, install or operate all devices and appliances necessary or convenient for engaging in the business of market research, advertising, printing and publishing.

To do anything necessary or convenient in connection with the foregoing activities.

To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH. The total number of shares and the par value, if any, of each class of stock which the Corporation has authorized is as follows: 1,000 shares of Common, par value $1.00 per share.

FIFTH. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter, amend or repeal the by-laws of the Corporation, including any which confer powers upon its Board of Directors in addition to the powers and authorities expressly conferred upon such board of statute.

SIXTH. 1. To the extent permitted by Delaware law from time to time in effect and subject to the provisions of paragraph (2) of this Article, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (whether or not by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts

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paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or preceding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

2. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

3. To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in paragraphs (1) and (2) of this Article, or in defense of any claim, issue or matter therein, he shall be indemnified by the Corporation against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

4. Any indemnification under paragraphs (1) and (2) of this Article (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met

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the applicable standard of conduct set forth in said paragraphs (1) and (2). Such determinations shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable and a quorum of disinterested directors so directs, by independent legal counsel (compensated by the Corporation) in a written opinion, or (iii) by the stockholders.

5. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the manner provided in paragraph (4) of this Article upon receipt of an undertaking by on or behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this Article.

6. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of their heirs, executors and administrators of such a person.

7. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article or of Section 145 of the General C Corporation Law of Delaware.

SEVENTH. No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or

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participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

(a) The material facts as to his interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the board or committee in good faith authorizes the contract or transaction by a vote sufficient for such purpose without counting the vote of the interested director or directors; or

(b) The material facts as to his interest and as to the contract or transaction are disclosed or are known to the shareholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the shareholders; or

(c) The contract or transaction is fair to the corporation as of the time it is authorized, approved or ratified by the Board of Directors, a committee thereof, or the shareholders.

Interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

EIGHTH. Meetings of the stockholders may be held outside the State of Delaware, if the by-laws so provide. The books of the Corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the by-laws of this Corporation. Elections of directors need not be by ballot unless the by-laws of the Corporation shall so provide.

NINTH. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, subject to the limitations set forth in this Certificate of Incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation.

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IN WITNESS WHEREOF, said A. C. Nielsen Company has caused its corporate seal to be hereunto affixed and this certificate to be signed by James W. Carter, Jr., its Senior Vice President, and attested by Mary A. Dresdow, its Secretary, this 17^th day of June 1991.

A. C. NIELSEN COMPANY
By	/s/ James W. Carter, Jr.
	James W. Carter, Jr.
	Senior Vice President

ATTEST:

/s/ Mary A. Dresdow

Secretary

STATE OF ILLINOIS	)
	)	SS.
COUNTY OF COOK	)

I, the undersigned, a Notary Public in and for the County and State aforesaid, DO HEREBY CERTIFY that James W. Carter, Jr. and Mary A. Dresdow, personally known to me to be the Senior Vice President and Secretary, respectively, of A. C. Nielsen Company, a Delaware corporation, and personally known to me to be the same persons whose names are subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged that they signed and delivered the said instrument as Senior Vice President and Secretary of said corporation and caused the corporate seal of said corporation to be affixed thereto, pursuant to authority given by the Board of Directors of said corporation, as their free and voluntary act, and as the free and voluntary act and deed of said corporation, for the uses and purposes therein set forth.

GIVEN under my hand and seal this 17^th day of June 1991.

(Notary Seal)

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STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 03:30 PM 06/27/1991

911785299 – 529010

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

A. C. NIELSEN INTERNATIONAL, INC.

INTO

A. C. NIELSEN COMPANY

A. C. Nielsen Company (hereinafter sometimes referred to as the “Corporation”), a corporation organized and existing under the laws of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That this Corporation was incorporated on the 24^th day of October 1958, pursuant to the General Corporation Law of the State of Delaware.

SECOND: That this Corporation owns all of the outstanding shares of the stock of A. C. Nielsen International, Inc., a corporation incorporated on the 9^th day of June 1971 pursuant to the General Corporation Law of the State of Delaware.

THIRD: That this Corporation, by the following resolutions of its Board of Directors, duly adopted by the unanimous written consent of its members, filed with the minutes of the Board, on the 4^th day of June 1991:

RESOLVED, that A. C. Nielsen Company merge, and it hereby does merge into itself said A. C. Nielsen International, Inc., and assumes all of its obligations; and further

RESOLVED, that the merger shall be effective on July 1, 1991; and further

RESOLVED, that the proper officers of this corporation be and they hereby are directed to make and execute a Certificate of Ownership and Merger setting forth a copy of the resolutions to merge said A. C. Nielsen International, Inc. and assume its liabilities thereof, and to cause the same to be filed with the Secretary of State and a certified copy recorded in the office of the Recorder of Deeds of New Castle County to do all acts and things whatsoever, whether within or without the State of Delaware, which may be in anywise necessary or proper to effect said merger.

IN WITNESS WHEREOF, A. C. Nielsen Company has caused this Certificate to be signed by James W. Carter, Jr., its Senior Vice President and General Counsel, and attested by Mary A. Dresdow, its Secretary, this 26^th day of June 1991.

A. C. NIELSEN COMPANY
By	/s/ James W. Carter, Jr.
	Senior Vice President and General Counsel

ATTEST:
By	/s/ Mary A. Dresdow
	Secretary

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STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AM 10/03/1991

731276008 – 529010

CERTIFICATE OF AMENDMENT

OF

RESTATED CERTIFICATE OF INCORPORATION

OF

A. C. NIELSEN COMPANY

It is hereby certified that:

1. The name of the corporation (hereinafter called the “corporation”) is A. C. Nielsen Company.

2. The certificate of incorporation of the corporation is hereby amended by striking out Article Fourth thereof and by substituting in lieu of said Article the following new Article:

“FOURTH. The total number of shares of stock which the Corporation shall have authority to issue is one thousand sixty (1,060) shares of Common Stock divided into two classes, consisting of one thousand (1,000) shares of the par value of $1.00 per share designated as Voting Common Stock and sixty (60) shares of the par value of $500,000 per share designated as Non-Voting Common Stock.

Except as herein provided with respect to voting rights, the holders of the Voting Common Stock and the holders of the Non-Voting Common Stock shall be entitled to the same rights and privileges, and shall share equally, share and share alike, in the distribution of any funds which the Board of Directors may declare or set aside or pay out as dividends, and shall share equally, share and share alike, in the distribution of all assets of the corporation after the payment of its debts or liabilities in the event of any liquidation, dissolution or winding up of the corporation, and shall be alike in all other respects.

Except as otherwise provided by law or this Certificate of Incorporation, each share of Voting Common Stock of the Corporation shall entitle the holder thereof to one vote in respect thereof on each matter submitted for a vote at any meeting of stockholders of the Corporation and the holders of Non-Voting Common Stock shall not be entitled to notice of or to vote at any meeting of stockholders of the Corporation. In any case in which the vote of shares of a particular class is required by law or this Certificate of Incorporation, every holder of shares of stock of such class shall have full voting rights with respect thereto, whether or not such holder is also interested in the subject matter of the vote as of holder of shares of another class.”

3. The amendment of the certificate of incorporation herein certified has been duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

Signed and attested to on October 2, 1991.

/s/ James W. Carter, Jr.

James W. Carter, Jr., Senior Vice President

Attest:

/s/ Mary A. Dresdow

Mary A. Dresdow, Secretary

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STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 04:00 PM 12/30/1991

731364220 – 529010

CERTIFICATE OF MERGER

OF

LOGISTICS DATA SYSTEMS, INC.

AND

LDS HOLDING COMPANY INC.

INTO

A. C. NIELSEN COMPANY

The undersigned corporation

DOES HEREBY CERTIFY:

FIRST: That the name and state of incorporation of each of the constituent corporations of the merger is as follows:

Name	State of Incorporation
Logistics Data Systems, Inc.	Maryland
LDS Holding Company Inc.	Maryland
A. C. Nielsen Company	Delaware

SECOND: That an Agreement of Merger between the parties to the merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of section 242 of the General Corporation Law of Delaware.

THIRD: That the name of the surviving corporation is A. C. Nielsen Company, a Delaware corporation.

FOURTH: That the Restated Certificate of Incorporation of A. C. Nielsen Company, a Delaware corporation which is surviving the merger, shall be the Certificate of Incorporation of the surviving corporation.

FIFTH: That the executed Agreement of Merger is on file at the principal place of business of the surviving corporation, the address of which is Nielsen Plaza, Northbrook, Illinois 60062.

SIXTH: That a copy of the Agreement of Merger will be furnished on request and without cost, to any stockholder of any constituent corporation.

SEVENTH: The authorized capital stock of each corporation which is a party to the merger is as follows:

Corporation	Class	Number of Shares	Par Value Per Share
Logistics Data Systems, Inc.	Common	10,000	$	.01
LDS Holding Company, Inc.	Common	10,000	$	.01
A. C. Nielsen Company	Voting Common	1,000	$	1.00
	Non-Voting Common	60	$	500,000

EIGHTH: That this Certificate of Merger shall be effective at the close of business on December 31, 1991.

Dated: December 30, 1991

A. C. NIELSEN COMPANY
By	/s/ James W. Carter, Jr.
	James W. Carter, Jr.
	Senior Vice President

ATTEST:
By	/s/ Mary A. Dresdow
	Mary A. Dresdow, Secretary

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STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 04:01 PM 12/30/1991

731364221 – 529010

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

NPD/NIELSEN INC.

INTO

A. C. NIELSEN COMPANY

A. C. Nielsen Company (hereinafter sometimes referred to as the “Corporation”), a corporation organized and existing under the laws of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That this Corporation was incorporated on the 24^th day of October 1958, pursuant to the General Corporation Law of the State of Delaware.

SECOND: That this Corporation owns all of the issued and outstanding shares of the stock of NPD/Nielsen Inc., a corporation incorporated on the 26^th day of May 1987 pursuant to the General Corporation Law of the State of Delaware.

THIRD: That this Corporation, by the following resolutions of its Board of Directors, duly adopted by the unanimous written consent of its members, filed with the minutes of the Board, on the 19^th day of December 1991:

RESOLVED, that A. C. Nielsen Company merge, and it hereby does merge into itself said NPD/Nielsen Inc., and all of the estate, property, rights, privileges, powers and franchises of NPD/Nielsen Inc. be vested in and held and enjoyed by this Corporation as fully and entirely and without change or diminution as the same were before held and enjoyed by NPD/Nielsen Inc. in its name; and further

RESOLVED, that this Corporation shall assume all of the obligations of NPD/Nielsen Inc.; and further

RESOLVED, that the merger shall be effective as of the close of business on December 31, 1991; and further

RESOLVED, that the proper officers of this corporation be and they hereby are directed to make and execute a Certificate of Ownership and Merger setting forth a copy of the resolutions to merge said NPD/Nielsen Inc. into A. C. Nielsen Company and assume its liabilities and obligations, and the date of adoption thereof, and to cause the same to be filed with the Secretary of State and a certified copy recorded in the office of the Recorder of Deeds of New Castle County and to do all acts and things whatsoever, whether within or without the State of Delaware, which may be in anywise necessary or proper to effect said merger.

IN WITNESS WHEREOF, A. C. Nielsen Company has caused this Certificate to be signed by James W. Carter, Jr., its Senior Vice President and attested by Mary A. Dresdow, its Secretary, this 30^th day of December 1991.

A. C. NIELSEN COMPANY
By	/s/ James W. Carter, Jr.
	Senior Vice President

ATTEST:
By	/s/ Mary A. Dresdow
	Secretary

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STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:01 AM 08/30/1996

960254502 - 529010

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

ADDEX, INC.

WITH AND INTO

A. C. NIELSEN COMPANY

(Pursuant to Section 253 of the General

Corporation Law of the State of Delaware)

A. C. Nielsen Company, a Delaware corporation (the “Corporation”), hereby certifies as follows:

FIRST: That the Corporation is incorporated under the General Corporation Law of the State of Delaware.

SECOND: That the Corporation owns all of the issued and outstanding shares of each class of the stock of Addex, Inc., a Delaware corporation.

THIRD: That the Corporation determined to merge Addex with and into the Corporation pursuant to and in accordance with the following resolutions of the Corporation’s Board of Directors, which were duly adopted as of the 17^th day of July, 1996:

WHEREAS, the Board of Directors of A. C. Nielsen Company (the “Corporation”) has determined that it is in the best interest of the Corporation to merge its wholly-owned subsidiary, Addex, Inc., a Delaware corporation (“Addex”), with and into the Corporation and to assume all of Addex’s obligations, pursuant to and in accordance with Section 253 of the General Corporation Law of the State of Delaware;

NOW THEREFORE, BE IT RESOLVED, that the Corporation merge Addex with and into the Corporation and that the Corporation assume all of Addex’s obligations, pursuant to and in accordance with Section 253 of the General Corporation Law of the State of Delaware;

RESOLVED FURTHER, that the Assistant Secretary of the Corporation be, and hereby is, authorized and directed to execute and file, or cause to be filed, with the Secretary of State of the State of Delaware a certificate of ownership and merger which sets forth a copy of the resolutions of the Board of Directors of the Corporation to so merge Addex with and into the Corporation and the effective date of adoption of such resolutions; and

RESOLVED FURTHER, that the officers of the Corporation be, and hereby are, authorized to undertake such other actions and to execute and deliver such other documents as shall be necessary or appropriate in order to effectuate the merger of Addex with and into the Corporation in accordance with the foregoing resolutions.

IN WITNESS WHEREOF, the Corporation has caused this certificate to be executed by Ellenore O’Hanrahan, its Assistant Secretary, this 30^th day of August, 1996.

A. C. NIELSEN COMPANY
By	/s/ Ellenore O’Hanrahan
	Ellenore O’Hanrahan
	Assistant Secretary

EX-3.9

Exhibit 3.9

A. C. NIELSEN COMPANY

(A Delaware Corporation)

BY-LAWS

Amended Through April 24, 1996

ARTICLE I

Offices

Section 1.1. Registered Office. The registered office in the State of Delaware is in the city of Wilmington, County of New Castle, and the name of the resident agent in charge thereof is The Corporation Trust Company.

Section 1.2. Other Offices. The Corporation may also have offices at such other places, both within or without the State of Delaware, as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

Meeting of Stockholders

Section 2.1. Annual Meeting. The annual meeting of the stockholders shall be held on the second Monday in February in each year, if not a legal holiday, or, if a legal holiday, then on the next succeeding business day, at such time and place as the Board of Directors shall designate, for the purpose of electing Directors and for the transaction of such other business as may come before the meeting.

Section 2.2. Special Meetings. Except as otherwise prescribed by statute or the Certificate of Incorporation, special meetings of the stockholders for any purpose or purposes, may be called and the location thereof designated by the President or the Chairman of the Board, and shall be called and the location thereof designated by the Secretary at the request in writing of a majority of the Board of Directors or of stockholders owning capital stock of the Corporation having not less than a majority of the total voting power. Such request shall state the purposes of the proposed meeting.

Section 2.3. Place of Meetings. Each meeting of stockholders shall be held at such place within or without the State of Delaware, as the Board of Directors shall designate, or if no such designation is made, at the principal office of the Corporation in Northbrook, Illinois.

Section 2.4. Notice of Meetings. Written or printed notice stating the place and time of each annual or special meeting of the stockholders and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten (10) days nor more than fifty (50) days before the date of the meeting. (See also Articles IV and VIII.)

Section 2.5. Stockholder List. At least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order, and showing the address of each such stockholder and the number of shares registered in the name of each such stockholder, shall be prepared by the Secretary. Such list shall be open to examination of any stockholder of the Corporation during ordinary business hours, for any purpose germane to the meeting, for a period of at least ten (10) days prior to the meeting, at the office of the Corporation in Northbrook, Illinois or such other place where such meeting shall be held, which place shall be specified in the notice of the meeting; and the list shall be produced and kept at the time and place of meeting during the whole time thereof, and subject to the inspection for any purpose germane to the meeting of any stockholder who may be present.

Section 2.6. Quorum. The holders of capital stock of the Corporation having a majority of the voting power thereof, present in person or represented by proxy, shall be requisite for, and shall constitute, a quorum at all meetings of the stockholders of the Corporation for the transaction of business, except as otherwise provided by statute or the Certificate of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

Section 2.7. Proxies. At every meeting of the stockholders, each stockholder having the right to vote thereat shall be entitled to vote in person or by proxy. Such proxy shall be appointed by an instrument in writing subscribed by such stockholder and bearing a date not more than eleven (11) months prior to such meeting, unless such proxy provides for a longer period; and it shall be filed with the Secretary of the Corporation before, or at the time of, the meeting.

Section 2.8. Voting. At every meeting of stockholders, each stockholder shall be entitled to one (1) vote for each share of stock of the Corporation having voting power and registered in the name of such stockholder on the books of the Corporation on the pertinent record date. When a quorum is present at any meeting of the stockholders, the vote of the holders of a majority of the stock having voting power which is present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which, by provision of the statutes, the Certificate of Incorporation or these By-Laws, a different vote is required, in which case such provision shall govern and control the decision of such question.

Section 2.9. Voting of Certain Shares. Shares standing in the name of another corporation, domestic or foreign, and entitled to vote may be voted by such officer, agent, or proxy as the by-laws of such corporation may prescribe or, in the absence of such provision, as the Board of Directors of such corporation may determine. Shares standing in the name of a deceased person, a minor or an incompetent and entitled to vote may be voted by his administrator, executor, guardian or conservator, as the case may be, either in person or by proxy. Shares standing in the name of a trustee and entitled to vote may be voted by such trustee, either in person or by proxy to the full extent provided by Delaware law. Shares standing in the name of a receiver and entitled to vote may be voted by such receiver. Shares standing in the name of two or more persons and shares with two or more persons having the same fiduciary relationship respecting such shares shall be voted in accordance with the provisions of Section 217(b) of the Delaware General Corporation Law.

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Section 2.10. Treasury Stock. Shares of its own stock belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held by this Corporation, shall not be voted at any meeting and shall not be counted in determining the total number of outstanding shares for purposes of determining whether a quorum is present. Nothing in this section shall be construed to limit the right of this Corporation to vote shares of its own stock held by it in a fiduciary capacity.

ARTICLE III

Directors

Section 3.1. Number and Election. The number of Directors which shall constitute the whole Board of Directors shall be fixed from time to time by resolution of the Board of Directors, and, in the absence of such action by the Board, the number shall be fifteen (15). Elections of Directors need not be by ballot. The Directors shall be elected annually by the stockholders as provided in Section 2.1 or in accordance with Section 3.2 of these By-Laws and each Director elected shall hold office until his successor shall be elected and shall qualify. Directors need not be residents of the State of Delaware or stockholders of this Corporation.

Section 3.2. Resignations and Vacancies. Any director may resign at any time by giving written notice to the Corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. If, at any other time than the annual meeting of the stockholders, any vacancy occurs in the Board of Directors caused by resignation, death, retirement, disqualification or removal from office of any Director or otherwise, or if any new directorship is created by any increase in the authorized number of Directors in accordance with Section 3.1 of these By-Laws, a majority of the Directors then in office, though less than a quorum, may choose a successor, or fill the newly created directorship, and the Director so chosen shall hold office until the next annual election of Directors by the stockholders and until his successor shall be duly elected and qualified, unless sooner displaced.

Section 3.3. Management of Affairs of Corporation. The property and business of the Corporation shall be managed by its Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws directed or required to be exercised or done by stockholders. In case the Corporation shall transact any business or enter into any contract with a Director, or with any firm of which one or more of its Directors are members, or with any trust, firm, corporation or association in which any Director is a stockholder, director or officer or otherwise interested, the officers of the Corporation and the Directors in question shall be severally under the duty of disclosing all material facts as to their interest to the remaining Directors promptly if and when such interested officers or such interested Directors in question shall become advised of the circumstances. In the case of continuing relationships in the normal course of business, such disclosure shall be deemed effective, when once given, as to all transactions and contracts subsequently entered into.

Section 3.4. Dividends and Reserves. Dividends upon stock of the Corporation may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, in shares of stock or otherwise in the form, and to the extent, permitted by law. The Board of Directors may set apart out of any funds of the Corporation available for dividends a reserve or reserves for working capital or for any other lawful purpose, and also may modify or abolish any such reserve in the manner in which it was created.

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Section 3.5. Regular Meetings. An annual meeting of the Board of Directors shall be held, without other notice than this By-Law, immediately after, and at the same place as, the annual meeting of the stockholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Delaware, for the holding of additional regular meetings without other notice than such resolution.

Section 3.6. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board or the President and shall be called by the Secretary at the request of any two Directors, to be held at such time and place, either within or without the State of Delaware, as shall be designated by the call and specified in the notice of such meeting; and notice thereof shall be given as provided in Section 3.7 of these By-Laws.

Section 3.7. Notice of Special Meetings. Except as otherwise prescribed by statute, written notice of the time and place of each special meeting of the Board of Directors shall be given at least two (2) days prior to the time of holding the meeting. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any special meeting of the Board of Directors need be specified in any notice, or waiver of notice, of such meeting except that notice shall be given with respect to any matter where notice regarding such matter is required by statute. (See also Articles IV and X.)

Section 3.8. Quorum. At each meeting of the Board of Directors, the presence of not less than one-third of the Directors (but in any event not less than two [2] Directors) shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or these By-Laws. If a quorum shall not be present at any meeting of Directors, the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 3.9. Presumption of Assent. Unless otherwise provided by statute, a Director of the Corporation who is present at a meeting of the Board of Directors at which action is taken on any corporate matter shall be conclusively presumed to have assented to the action taken unless at the time of such action he shall have requested that his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

Section 3.10. Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting, if a written consent thereto is signed by all members of the Board or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board or committee.

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Section 3.11. Presiding Officer. The presiding officer at any meeting of the Board of Directors shall be the Chairman of the Board or, in his absence, the President. In the absence of both the Chairman and the President, any other Director elected chairman by vote of a majority of the Directors present at the meeting shall preside.

Section 3.12. Committees of Directors. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of two or more Directors of the Corporation, which, to the extent provided in the resolution, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. The Board of Directors may designate one or more Directors as alternate members of any such committee, who may replace any absent or disqualified member thereof. In the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. No such committee shall have the power or authority to amend the Certificate of Incorporation, adopt an agreement of merger or consolidation, recommend to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommend to the stockholders a dissolution of the Corporation or a revocation of a dissolution or amend the By-Laws of the Corporation, or declare a dividend or authorize the issuance of stock.

Section 3.13. Fees and Compensation of Directors. Directors shall receive such compensation for their services, which may or may not be conditioned upon attendance at Board Meetings, as may be set from time to time by resolution of the Board of Directors. Members of the Board shall be allowed their reasonable traveling expenses when actually engaged in the business of the Corporation. Members of standing or special committees may be allowed like fees and expenses for attending committee meetings. Nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 3.14. Reliance Upon Records. Every Director of the Corporation, or member of any committee designated by the Board of Directors pursuant to authority conferred by Section 3.12 of these By-Laws, shall, in the performance of his duties, be fully protected in relying in good faith upon the books of account or reports made to the Corporation by any of its officials, or by an independent certified public accountant, or by an appraiser selected with reasonable care by the Board of Directors or by any such committee, or in relying in good faith upon other records of the Corporation, including, without limiting the generality of the foregoing, records setting forth or relating to the value and amount of assets, liabilities and profits of the Corporation or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared or paid or with which stock of the Corporation might lawfully be purchased or redeemed.

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ARTICLE IV

Notices

Section 4.1. Manner of Notice. Whenever under the provisions of the statutes or these By-Laws notice is required to be given to any director, member of any committee designated by the Board of Directors or stockholders, (1) it shall not be construed to require personal delivery and such notice may be given in writing by depositing it, in a sealed envelope, in the United States mails, air mail or first class, postage prepaid, addressed to (or by delivering it to a telegraph company, charges prepaid, for transmission to) such Director, member or stockholder either at the address of such Director, member or stockholder as it appears on the books of the Corporation or, in the case of such a Director or member, at his business address; and such notice shall be deemed to be given at the time when it is thus deposited in the United States mails (or delivered to the telegraph company) and (2) such requirement for notice shall be deemed satisfied except in the case of shareholders meetings with respect to which written notice is required by law, if actual notice is received orally or in writing by the person entitled thereto as far in advance of the event with respect to which notice is given as the minimum notice period required by law or these By-Laws.

Section 4.2. Waiver of Notice. Whenever any notice is required to be given under the provisions of the statutes, the Certificate of Incorporation, or these By-Laws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. (See also Section 3.7 as to waiver by a Director of notice of a meeting.)

ARTICLE V

Officers

Section 5.1. General. The officers of the Corporation shall be chosen by the Board of Directors and shall be a President, a Secretary and a Treasurer. The Board of Directors, in its discretion, may also choose a Chairman of the Board of Directors (who must be a director) and one or more Vice Presidents, a Controller, one or more Assistant Secretaries, Assistant Treasurers and other officers. Any Vice President may be designated Executive or Senior, or may be given such other designation or combination of designation as the Board of Directors may determine. Any number of offices may be held by the same person, unless otherwise prohibited by law, the Certificate of Incorporation or these By-Laws. The officers of the Corporation need not be stockholders of the Corporation nor, except in the case of the Chairman of the Board of Directors and President, need such officers be directors of the Corporation.

Section 5.2. Election. The Board of Directors at its first meeting held after each Annual Meeting of Stockholders shall elect the officers of the Corporation who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors; and all officers of the Corporation shall hold office until their successors are chosen and qualified, or until their earlier resignation or removal. Any officer elected by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors.

Section 5.3. Vacancies. A vacancy in any office because of death, resignation, removal, or any other cause may be filled for the unexpired portion of the term by the Board of Directors.

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Section 5.4. Voting Securities Owned by the Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the President or any Vice President and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by Proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

Section 5.5. Chairman of the Board of Directors. The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the stockholders and of the Board of Directors. Except where by law the signature of the President is required, the Chairman of the Board of Directors shall possess the same power as the President to sign all contracts, certificates and other instruments of the Corporation which may be authorized by the Board of Directors. During the absence or disability of the President, the Chairman of the Board of Directors shall exercise all the powers and discharge all the duties of the President. The Chairman of the Board of Directors shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him by these By-Laws or by the Board of Directors.

Section 5.6. President. The President shall be the Chief Executive Officer of the Corporation and he shall, subject to the control of the Board of Directors and, if there be one, the Chairman of the Board of Directors, have general supervision of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall execute all bonds, mortgages, contracts and other instruments of the Corporation requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute documents when so authorized by these By-Laws, the Board of Directors or the President. In the absence or disability of the Chairman of the Board of Directors, or if there be none, the President shall preside at all meetings of the stockholders and the Board of Directors. The President shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him by these By-Laws or by the Board of Directors.

Section 5.7. Vice Presidents. At the request of the President or in his absence or in the event of his inability or refusal to act (and if there be no Chairman of the Board of Directors), the Vice President or the Vice Presidents if there is more than one (in the order designated by the Board of Directors) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President shall perform such other duties and have such other powers as the Board of Directors from time to time may prescribe. If there be no Chairman of the Board of Directors and no Vice President, the Board of Directors shall designate the officer of the Corporation who, in the absence of the President or in the event of the inability or refusal of the President to act, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.

Section 5.8. Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings

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of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he shall be. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the stockholders and special meetings of the Board of Directors, and if there be no Assistant Secretary, then either the Board of Directors or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

Section 5.9. Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

Section 5.10. Controller. The Controller shall have only such powers and perform such duties as from time to time may be assigned to him by the Board of Directors, the Chairman of the Board, the President or the Treasurer.

Section 5.11. Assistant Secretaries. Except as may be otherwise provided in these By-Laws, Assistant Secretaries, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, any Vice President, if there be one, or the Secretary, and in the absence of the Secretary or in the event of his disability or refusal to act, shall perform the duties of the Secretary, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Secretary.

Section 5.12. Assistant Treasurers. Assistant Treasurers, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, any Vice President, if there be one, or the Treasurer, and in the absence of the Treasurer or in the event of his disability or refusal to act, shall perform the duties of the Treasurer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Treasurer. If required by the Board of Directors, an Assistant Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

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Section 5.13. Other Officers. Such other officers as the Board of Directors may choose shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors. The Board of Directors may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

ARTICLE VI

Groups

Section 6.1. Groups of the Corporation. The Board of Directors shall have the power to create and establish such operating groups of the Corporation (any of which may include either divisions or subsidiaries) as they may from time to time deem necessary.

Section 6.2. Official Positions Within a Group. The Chairman or President or the Board of Directors of a group, may appoint individuals, whether or not they are officers of the Corporation, to and may, with or without cause, remove them from, official positions established within a group.

ARTICLE VII

Contracts, Loans, Checks and Deposits

Section 7.1. Contracts and Other Instruments. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, or of any division thereof, and such authority may be general or confined to specific instances.

Section 7.2. Loans. No loans shall be contracted on behalf of the Corporation, or any division thereof, and no evidence of indebtedness shall be issued in the name of the Corporation, or any division thereof, unless authorized by a resolution of the Board of Directors or a duly authorized committee thereof. Such authority may be general or confined to specific instances.

Section 7.3. Checks, Drafts, etc. All checks, demands, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, or any division thereof, shall be signed by such officer or officers, agent or agents of the Corporation, and in such manner, as shall from time to time be authorized by the Board of Directors.

Section 7.4. Deposits. All funds of the Corporation, or any division thereof, not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.

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ARTICLE VIII

Certificates of Stock and Their Transfer

Section 8.1. Certificates of Stock. The certificates of stock of the Corporation shall be in such form as may be determined by the Board of Directors, shall be numbered and shall be entered in the books of the Corporation as they are issued. They shall exhibit the holder’s name and number of shares and shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary. If any stock certificate is signed manually either by (a) a transfer agent or an assistant transfer agent or (b) a transfer agent by facsimile signature and a registrar, the signature of any officer of the Corporation may be facsimile. In case any such officer whose facsimile signature has thus been used on any such certificate shall cease to be such officer, whether because of death, resignation or otherwise, before such certificate has been delivered by the Corporation, such certificate may nevertheless be delivered by the Corporation, as though the person whose facsimile signature has been used thereon had not ceased to be such officer. All certificates properly surrendered to the Corporation for transfer shall be cancelled and no new certificate shall be issued to evidence transferred shares until the former certificate for at least a like number of shares shall have been surrendered and cancelled and the Corporation reimbursed for any applicable taxes on the transfer, except that in the case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms, and with such indemnity (if any) to the Corporation, as the Board of Directors may prescribe specifically or in general terms or by delegation to a transfer agent for the Corporation. (See Section 8.2.)

Section 8.2. Lost or Destroyed Certificates. The Board of Directors in individual cases, or by general resolution or by delegation to the transfer agent, may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed.

Section 8.3. Transfers of Stock. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, and upon payment of applicable taxes with respect to such transfer, and in compliance with any restrictions on transfer applicable to the certificate or shares represented thereby of which the Corporation shall have notice and subject to such rules and regulations as the Board of Directors may from time to time deem advisable concerning the transfer and registration of certificates for shares of capital stock of the Corporation, the Corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Transfers of shares shall be made only on the books of the Corporation by the registered holder thereof or by his attorney or successor duly authorized as evidenced by documents filed with the Secretary or transfer agent of the Corporation.

Section 8.4. Restrictions on Transfer. Any stockholder may enter into an agreement with other stockholders or with the Corporation providing for reasonable limitation or restriction on the right of such stockholder to transfer shares of capital stock of the Corporation held by him, including, without limiting the generality of the foregoing, agreements granting to such other stockholders or to the Corporation the right to purchase for a given period of time any of such shares on terms equal to terms offered such stockholders by any third party. Any such limitation or restriction on the transfer of shares of this Corporation may be set forth on certificates

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representing shares of capital stock or notice thereof may be otherwise given to the Corporation or the transfer agent, in which case the Corporation or the transfer agent shall not be required to transfer such shares upon the books of the Corporation without receipt of satisfactory evidence of compliance with the terms of such limitation or restriction.

Section 8.5. No Fractional Share Certificates. Certificates shall not be issued representing fractional shares of stock.

Section 8.6. Fixing Record Date. The Board of Directors may fix in advance a date, not exceeding sixty (60) days, nor less than ten (10) days, preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining any consent, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting, or adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent, and in such case such stockholders and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after any such record date fixed as aforesaid.

Section 8.7. Stockholders of Record. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE IX

Indemnification

Section 9.1. In General. Each person who at any time is or shall have been a director, officer, employee or agent of this Corporation, or is or shall have been serving at the request of this Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, and his heirs, executors and administrators, shall be indemnified by this Corporation in accordance with and to the full extent permitted by the General Corporation Law of Delaware as in effect at the time of adoption of this By-Law or as amended from time to time. The foregoing right of indemnification shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under any By-Law, agreement, vote of stockholders or disinterested directors or otherwise. If authorized by the Board of Directors, the Corporation may purchase and maintain insurance on behalf of any person to the full extent permitted by the General Corporation Law of Delaware as in effect at the time of the adoption of this By-Law or as amended from time to time.

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ARTICLE X

Miscellaneous

Section 10.1. Fiscal Year. The fiscal year of the Corporation shall be determined by the Board of Directors.

Section 10.2. Seal. The corporate seal shall have inscribed thereon the name of the Corporation and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

Section 10.3. Books. The books of the Corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at the offices of the Corporation at Northbrook, Illinois, or at such other place or places as may be designated from time to time by the Board of Directors.

ARTICLE XI

Amendment

These By-Laws may be adopted, altered, amended or repealed from time to time by the affirmative vote of a majority of stock having voting power present in person or by proxy at any meeting of stockholders at which a quorum is present, or by the affirmative vote of a majority of the Directors then qualified and acting at any regular or special meeting of the Board of Directors; provided, however, that the stockholders may provide specifically for limitations on the power of Directors to so adopt, amend, alter or repeal particular By-Laws.

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EX-3.10

Exhibit 3.10

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 3:00 P.M. 11/04/2002

020680529-3587365

STATE of DELAWARE

CERTIFICATE of INCORPORATION

A STOCK CORPORATION

First: The name of this Corporation is AC Nielsen (US), Inc.

Second: Its registered office in the State of Delaware is to be located at 615 S. DuPont Hwy., in the City of Dover County of Kent Zip Code 19901. The registered agent in charge thereof is National Corporate Research, Ltd.

Third: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

Fourth: The amount of the total authorized capital stock of this corporation is Thirty Dollars ($30.00) divided into 3,000 shares of $.01 Dollars ($0.01) each.

Fifth: The name and mailing address of the incorporator are as follows:

Name	Mark Borino
Mailing Address	VNU, Inc., 770 Broadway,
	New York, NY Zip Code 10003

I, The Undersigned, for the purpose of forming a corporation under the laws of the State of Delaware, do make , file and record this Certificate, and do certify that the facts herein stated are true, and I have accordingly hereunto set my had this 4^th day of November, A.D. 2002.

By :	/s/ Mark Borino
	(Incorporator)
Name:	Mark Borino
	(Type or Print)

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE

*******

AC Nielsen (US), Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware.

DOES HEREBY CERTIFY:

That the registered office of the corporation in the state of Delaware is hereby changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle.

That the registered agent of the corporation is hereby changed to THE CORPORATION TRUST COMPANY, the business address of which is identical to the aforementioned registered office as changed.

That the changes in the registered office and registered agent of the corporation as set forth herein were duly authorized by resolution of the Board of Directors of the corporation.

IN WITNESS WHEREOF, the corporation has caused the Certificate to be signed by an authorized officer, this 19^th day of March 2003.

/s/ Edward J. Riehl

Edward J. Riehl, Vice President

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 04:30 P.M. 03/20/2003

030188868 - 3587365

STATE OF DELAWARE

CERTIFICATE OF MERGER OF

DOMESTIC CORPORATIONS

Pursuant to Title 8, Section 251(c) of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:

FIRST: The name of the surviving corporation is AC Nielsen (US), Inc. and the name of the corporation being merged into this surviving corporation is AC Nielsen Market Decisions, Inc.

SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations.

THIRD: The name of the surviving corporation is AC Nielsen (US), Inc., a Delaware corporation.

FOURTH: The Certificate of Incorporation of the surviving corporation shall be its Certificate of Incorporation.

FIFTH: The merger is to become effective upon filing on September 20, 2004.

SIXTH: The Agreement of Merger is on file at 150 N. Martingale Road, Schaumberg, IL 60173, the place of business of the surviving corporation.

SEVENTH: the surviving corporation on request, without cost will furnish a copy of the Agreement of Merger to any stockholder of the constituent corporation.

IN WITNESS WHEREOF, said surviving corporation has caused this certificate to be signed by an authorized officer, the 17^th day of September, A.D., 2004.

AC NIELSEN (US), INC.

By:	/s/ Mary A Dresdow
Name:	Mary A Dresdow
Title:	Secretary

State of Delaware

Secretary Of State

Division Of Corporations

Filed 04:47 P.M. 09/17/2004

SRV 040675610 - 3587365 FILE

EX-3.11

Exhibit 3.11

BY-LAWS

OF

AC NIELSEN (US), INC.

BY-LAWS

of

AC NIELSEN (US), INC.

ARTICLE I

SHAREHOLDERS

Section 1. The annual meeting of the shareholders of the corporation for the purpose of electing directors and for the transaction of such other business as may properly be brought before the meeting shall be held on the third Wednesday in April of each year, if not a legal holiday, and if a legal holiday, then on the next business day following, within or without the State of Delaware, or at such time and place as may be designated from time to time by the Board of Directors.

Section 2. Special meetings of the shareholders may be held upon call of the Board of Directors or the President (and shall be called by the President at the request in writing of shareholders owning a majority of the outstanding shares of the corporation entitled to vote at the meeting) at such time and at such place within or without the State of Delaware as may be fixed by the Board of Directors or the President or by the shareholders owning a majority of the outstanding shares of the corporation so entitled to vote, as the case may be, and as may be stated in the notice setting forth such call.

Section 3. Except as otherwise provided by law, notice of the time, place and purpose or purposes of every meeting of shareholders shall be (i) delivered personally, (ii) mailed, (iii) faxed, (iv) electronically mailed, or (v) sent via a private delivery service that guarantees one or two-day delivery and obtains a written receipt of delivery, in each case not earlier than sixty, nor less than ten, days previous thereto to each shareholder of record entitled to vote at the meeting, at the address of such shareholder as it appears on the records of the corporation. Notice of any meeting of shareholders need not be given to any shareholder who shall waive notice thereof, before or after such meeting, in writing, or to any shareholder who shall attend such meeting, except when the shareholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

Section 4. The holders of record of a majority of the issued and outstanding shares of the corporation which are entitled to vote at the meeting shall, except as otherwise provided by law, constitute a quorum at all meetings of the shareholders. If there be no such quorum present in person or by proxy, the holders of a majority of such shares so present or represented may adjourn the meeting from time to time.

Section 5. Meetings of the shareholders shall be presided over by the President or, if he is not present, by a Vice President or, if no such officer is present, by a chairman to be chosen at the meeting. The Secretary of the corporation or, in his or her absence, an Assistant Secretary shall act as secretary of the meeting or, if neither the Secretary nor an Assistant Secretary is present, the chairman shall appoint a secretary for purposes of the meeting.

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Section 6. At all elections of directors a majority of the votes cast shall elect. Except as otherwise provided by law, all other questions presented to shareholders shall also be determined by a majority of the votes cast on such questions.

Section 7. In order that the corporation may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall be not more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. If for any reason the Board of Directors shall not have fixed a record date for any such purpose, the record date for such purpose shall be determined as provided by law. Only those shareholders of record on the date so fixed or determined shall be entitled to any of the foregoing rights, notwithstanding the transfer of any such stock on the books of the corporation after any such record date so fixed or determined.

Section 8. Any action required by the General Corporation Law to be taken at any annual or special meeting of shareholders, or any action which may be taken at any annual or special meeting of shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those shareholders who have not consented in writing.

ARTICLE II

BOARD OF DIRECTORS

Section 1. The Board of Directors of the corporation shall consist of one or more directors, the number of directors to be fixed from time to time by resolution of the Board of Directors. Each director shall hold office until his or her successor is duly elected and qualified or until his or her earlier resignation, death or removal. One-third of the total number of directors (if this is not a whole number, it shall be rounded upwards to the nearest whole number) shall constitute a quorum for the transaction of business. Directors need not be shareholders.

Section 2. Vacancies in the Board of Directors shall be filled by a majority of the remaining directors, though less than a quorum; and in case of an increase in the number of directors, the additional directors shall be elected by a majority of the directors in office at the time of increase, though less than a quorum; and the directors so chosen shall hold office until their successors shall be duly elected and qualified or until his or her earlier resignation, death or removal.

Section 3. Meetings of the Board of Directors shall be held at such place within or without the State of Delaware as may from time to time be fixed by resolution of the Board or as may be specified in the notice of call of any meeting. Regular meetings of the Board of Directors shall be held at such times as may from time to time be fixed by resolution of

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the Board and special meetings may be held at any time upon the call of the President, by oral, faxed, electronic mail or other written notice, served on, sent, faxed, electronically mailed or mailed to each director not less than two days before the meeting. The notice of any meeting need not specify the purposes thereof. A meeting of the Board may be held without notice immediately after the annual meeting of shareholders at the same place at which such meeting is held. Notice need not be given of regular meetings of the Board held at times fixed by resolution of the Board. Notice of any meeting need not be given to any director who shall attend such meeting in person or who shall waive notice thereof, before or after such meeting, in writing. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting, if all the members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board of Directors or committee.

Section 4. The Board of Directors may, by resolution or resolutions, passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the corporation which, to the extent provided in said resolution or resolutions and except as prohibited by law, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the corporation. A majority of the members of a committee shall constitute a quorum for the transaction of its business. In the absence or disqualification of any member of any such committee or committees, but not in the case of a vacancy therein, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors, who is not an officer of the corporation or any of its subsidiaries, to act at the meeting for all purposes in the place of any such absent or disqualified member. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

Section 5. A director of the corporation shall not, in the absence of fraud, be disqualified by virtue of his or her office from dealing or contracting with the corporation either as vendor, purchaser or otherwise, nor, in the absence of fraud, shall any transaction or contract of the corporation be void or voidable or affected by reason of the fact that any director or any firm of which any director is a member, or any corporation of which the director is an officer, director or shareholder, is in any way interested in such transaction or contract, provided that, at the meeting of the Board of Directors or of a committee thereof having authority to authorize or confirm said contract or transaction, the interest of such director, firm or corporation therein and the material facts with respect thereto are disclosed or known, and there shall be present a quorum of directors or of the directors constituting such committee not interested or connected, and such contract or transaction shall be approved by a majority of such quorum, which majority shall consist of directors not so interested or connected. Nor shall such contract or transaction be void or voidable or affected by reason of the fact that the vote of such director or directors, who have or may have an interest therein which is or might be adverse to the interests of the corporation, shall have been necessary to obligate the corporation upon such contract or transaction, nor shall any director or directors having such adverse interest be liable to the corporation or to any shareholder or creditor thereof, or to any other person, for any loss incurred by it, him or her under or by reason of any such contract or transaction nor shall any such director or directors be accountable for any gains or profits realized thereon; always provided, however, that such contract or transaction shall, at the time it was entered into, have been a reasonable one to have been entered into and shall have been upon terms that at the time were fair.

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Section 6. Any contract, transaction or act of the corporation or of the Board of Directors which shall be ratified by a majority vote of the shareholders of the corporation having voting power at any annual meeting or any special meeting called for such purpose and to whom the material facts with respect thereto are disclosed or known, shall be as valid and as binding as though ratified by every shareholder of the corporation, provided, however, that any failure of the shareholders to approve or ratify such contract, transaction or act, when and if submitted, shall not be deemed in any way to invalidate the same or to deprive the corporation, its directors or officers, of their right to proceed with such contract, transaction or action. Any director of the corporation may vote upon any contract or other transaction between the corporation and any subsidiary or affiliated corporation without regard to the fact that he is also a director of such subsidiary or affiliated corporation.

Section 7. Any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, except as prohibited by law.

ARTICLE III

OFFICERS

Section 1. The Board of Directors as soon as practicable after their annual election shall appoint a President and a Secretary. The Board of Directors may also from time to time appoint such other officers (including a Chairman who shall be a member of the Board of Directors, one or more Vice Presidents and/or Assistant Vice Presidents, a Treasurer, one or more Assistant Secretaries and one or more Assistant Treasurers) as it may deem proper. In addition, the President shall be entitled to appoint officers of the corporation (other than the Chairman, President, Secretary, or Treasurer) and to prescribe the respective terms of office, authorities and duties of any officers so appointed, provided that such appointment is made in writing and filed in the minute book of the corporation. Any Vice President may be designated Executive, Senior, or Regional, or may be given any other designation or combination of designations.

Section 2. Any officer may be removed from office at any time either with or without cause by the affirmative vote of a majority of the members of the Board then in office. In addition, in the case of an officer appointed by the President, such appointed officer may be removed from office at any time with or without cause by the President of the corporation.

Section 3. Each of the officers of the corporation shall have the powers and duties prescribed by (i) law, (ii) the By-Laws, and (iii) the Board of Directors and in the case of an officer appointed by the President, the President. Unless otherwise prescribed by the By-Laws or by the Board of Directors or, in the case of an officer appointed by the President, by the President, each officer shall also have such further powers and duties as ordinarily pertain to his or her office. The President shall be the Chief Executive Officer and, subject always to the rights and powers of the Board of Directors, shall have the general direction of the affairs of the corporation. Any officer, agent, or employee of the corporation may be required to give bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors may from time to time prescribe.

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ARTICLE IV

INDEMNIFICATION

(1) To the fullest extent permitted by the laws of the State of Delaware:

(a) Subject to the last sentence of this subsection (a), the corporation shall indemnify any person (and such person’s heirs, executors or administrators) who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (brought in the right of the corporation or otherwise), whether civil, criminal, administrative or investigative, and whether formal or informal, including appeals, by reason of the fact that such person is or was a director or officer of the corporation or, if a director or officer of the corporation, by reason of the fact that such person is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, for and against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person or such heirs, executors or administrators in connection with such action, suit or proceeding, including appeals. Notwithstanding the preceding sentence, the corporation shall be required to indemnify a person described in such sentence in connection with any action, suit or proceeding (or part thereof) commenced by such person only if commencement of such action, suit or proceeding (or part thereof) by such person was authorized by the Board of Directors of the corporation. Subject to the last sentence of this subsection (a), the corporation may indemnify any person (and such person’s heirs, executors or administrators) who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (brought in the right of the corporation or otherwise), whether civil, criminal, administrative or investigative, and whether formal or informal, including appeals, by reason of the fact that such person is or was an employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another corporation, for and against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person or such heirs, executors or administrators in connection with such action, suit or proceeding, including appeals. A person shall not be entitled to be indemnified pursuant to the above provisions unless, in connection with the matters underlying the indemnification claim, such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful and, in the case of an indemnification claim relating to any threatened, pending or completed action or suit by or in the right of the corporation, no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that a court of competent jurisdiction shall determine that such person is fairly or reasonably entitled to indemnity.

(b) The corporation shall promptly pay expenses incurred by (i) any person whom the corporation is obligated to indemnify pursuant to the first sentence of subsection (a) of this Article IV, Section 1 (1) or (ii) any person whom the corporation has determined to indemnify pursuant to the third sentence of subsection (a) of this Article IV, Section 1 (1) in defending any action, suit or proceeding, including appeals, upon presentation of appropriate documentation.

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(c) The corporation may purchase and maintain insurance on behalf of any person described in subsection (a) of this Article IV, Section 1 (1) against any liability asserted against such person, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of this Article IV, Section 1 (1) or otherwise.

(d) The provisions of this Article IV, Section 1 (1) shall be applicable to all actions, claims, suits or proceedings made or commenced after adoption hereof, whether arising from acts or omissions to act occurring before or after its adoption. The provision of this Article IV, Section 1 (1) shall be deemed to be a contract between the corporation and each director or officer who serves in such capacity at any time while this Article IV, Section 1 (1) and the relevant provisions of the laws of the State of Delaware and other applicable law, if any, are in effect, and any repeal or modification hereof shall not affect any rights or obligations then existing with respect to any state of facts or any action, suit or proceeding then or theretofore existing, or any action, suit or proceeding thereafter brought or threatened based in whole or in part on any such state of facts. If any provisions of this Article IV, Section 1 (1) shall be found to be invalid or limited in application by reason of any law or regulation, it shall not affect the validity of the remaining provisions hereof. The rights of indemnification provided in this Article IV, Section 1 (1) shall neither be exclusive of, nor be deemed in limitation of, any rights to which an officer, director, employee or agent may otherwise be entitled or permitted by contract, vote of Shareholders, or directors or otherwise, or as a matter of law, both as to actions in such person’s official capacity and actions in any other capacity while holding such office, it being the policy of the corporation that indemnification of any person whom the corporation is obligated to indemnify pursuant to the first sentence of subsection (a) of this Article IV, Section 1 (1) shall be made to the fullest extent permitted by law. Any indemnification under subsection (a) of this Article (unless ordered by a court) shall be made by the corporation only as authorized in a specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsection (a). Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (iv) by the Shareholders. Such determination shall be made, with respect to a person who is not a director or officer at the time of such determination, by any person or persons who have the corporate authority to act on the matter.

(2) A director of the corporation shall not be liable to the corporation or its Shareholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the laws of the State of Delaware as the same exists or may hereafter be amended. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director of the corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.

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ARTICLE V

CERTIFICATES OF STOCK

Section 1. The interest of each shareholder of the corporation shall be evidenced by a certificate or certificates for shares of stock in such form as the Board of Directors may from time to time prescribe. The shares in the stock of the corporation shall be transferable on the books of the corporation by the holder thereof in person or by his or her attorney, upon surrender for cancellation of a certificate or certificates for the same number of shares, with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, and with such proof of the authenticity of the signature as the corporation or its agents may reasonably require.

Section 2. The certificates of stock shall be signed by such officer or officers as may be permitted by law to sign. Any or all of the signatures on the certificate may be a facsimile. In case any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on any such certificate or certificates shall cease to be such officer or officers of the corporation, whether because of death, resignation or otherwise, before such certificate or certificates shall have been issued by the corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates, or whose facsimile signature or signatures shall have been used thereon had not ceased to be such officer or officers of the corporation.

Section 3. No certificate for shares of stock in the corporation shall be issued in place of any certificate alleged to have been lost, stolen or destroyed, except upon production of reasonable evidence of such loss, theft or destruction and upon delivery to the corporation of a bond of indemnity in such amount, upon such terms and secured by such surety, as the Board of Directors or the President in his, her or its discretion may require.

ARTICLE VI

CORPORATE BOOKS

The books of the corporation may be kept outside of the State of Delaware at such place or places as the Board of Directors may from time to time determine.

ARTICLE VII

FISCAL YEAR

The fiscal year of the corporation shall begin and end on such dates as shall be established from time to time by a resolution of the Board of Directors.

ARTICLE VIII

CORPORATE SEAL

The corporate seal shall have inscribed thereon the name of the corporation, the state of incorporation, and the words “Corporate Seal”. In lieu of the corporate seal, when so authorized by the Board of Directors or a duly empowered committee thereof, a facsimile thereof may be impressed or affixed or reproduced. Unless otherwise required by law, no

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document executed on behalf of the corporation shall be required to have the corporate seal affixed thereto and the absence of the corporate seal shall, unless otherwise prescribed by law, in no way affect the validity of any document otherwise properly executed by the corporation.

ARTICLE IX

OFFICES

The corporation may have offices outside of the State of Delaware at such places as shall be determined from time to time by the Board of Directors.

ARTICLE X

AMENDMENTS

Subject to any limitations that may be imposed by the shareholders, the Board of Directors may make By-Laws and from time to time may alter, amend or repeal any By-Laws, but any By-Laws made by the Board of Directors or the shareholders may be altered, amended or repealed by the shareholders at any annual meeting or at any special meeting duly called or by a written consent signed by all of the shareholders.

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EX-3.12

Exhibit 3.12

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

• First: The name of the limited liability company is AC Nielsen HCI, LLC

• Second: The address of its registered office in the State of Delaware is 615 South DuPont Highway in the City of Dover. The name of its Registered agent at such address is National Corporate Research, Ltd.

• Third: (Use this paragraph only if the company is to have a specific effective date of dissolution: “The: latest date on which the limited liability company is to dissolve is ________________.”)

• Fourth: (Insert any other matters the members determine to include herein.)

In Witness Whereof, the undersigned have executed this Certificate of Formation this 9th day of December, 2004.

By:	/s/ Mark Borino
	Authorized Person(s)
Name:	Mark Borino
	Typed or Printed

State of Delaware

Secretary of State

Division of Corporations

Delivered 07:22 PM 12/09/2004

FILED 07:19 PM 12/09/2004

SRV 040891854 – 3894059 FILE

EX-3.13

Exhibit 3.13

ACNielsen HCI, LLC

OPERATING AGREEMENT

OF

DELAWARE LIMITED LIABILITY COMPANY

This Operating Agreement (the “Agreement”) effective as of this 10^th day of December by 2004, by, between and among the Members confirms our understanding as to the matters contained herein.

The parties hereto agree as follows:

ARTICLE I.

Definitions

SECTION 1.1. As used herein, the following terms and phrases shall have the meanings indicated:

A. “Act” shall mean the Delaware Limited Liability Company Act, as amended.

B. “Capital Account” shall mean, with respect to each Member, the account established for each Member pursuant to Section 6.5, which will initially equal the Capital Contributions of such Member and will be (a) increased by the amount of Net Profits allocated to such Member and (b) reduced by the amount of Net Losses allocated to such Member and the amount of Cash flow distributed to such Member. Members’ Capital Accounts shall be determined and maintained in accordance with the rules of paragraph (b)(2)(iv) of Regulation Section 1.704-1 of the Code.

C. “Capital Contributions” shall mean the fair market value of the amounts contributed by the Members pursuant to Section 6.1.

D. “Cash Flow” shall have the meaning provided in Section 7.1.

E. “Code” shall mean the Internal Revenue Code of 1986, as amended, or corresponding provisions of subsequent revenue laws.

F. “Operating Managers” shall mean the Member or Members selected by the Members at a meeting of Members duly called and held for such purpose to serve as Operating Manager or Operating Managers of the Company.

G. “Members” shall mean the persons designated as such in this Agreement, any successor(s) to their interests as such in the Company; and any other person who pursuant to this Agreement shall become a Member, and any reference to a “Member” shall be to any one of the then Members.

H. “Net Profits” and “Net Losses” shall mean the net profit or net loss, respectively, of the Company determined in accordance with Section 8.1.

I. The words “Membership Interest” shall mean a Member’s interest in the Company which shall be in the proportion that the Member’s share of the profits and losses of the Company bears to the aggregate shares of all the Members determined in accordance with

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section 18-503 of the Act which states that profits and losses shall be allocated on the basis of the value of the contributions of each Member as stated in the Operating Agreement. A Membership Interest may be evidenced by a certificate issued by the Company. A Membership Interest may be expressed on a certificate as “Units” where a Member’s Units bears the same relationship to the aggregate. Units of all Members that the Member’s Membership Interest bears to the aggregate Membership Interests of all Members. A Member’s Interest may be a certificated security or an uncertificated security within the meaning of section 8-102 of the uniform commercial code if the requirements of section 8-103(c) are met, and if the requirements are not met such interest shall, for purposes of the uniform commercial code, be deemed to be a general intangible asset.

J. “Company” shall mean this limited liability company, to wit: AC Nielsen HCI, LLC.

K. “Person” shall mean any natural person, corporation, partnership, joint venture, association, limited liability company or other business or legal entity.

ARTICLE II.

Organization of the Company

SECTION 2.1. The purpose of the Company is to conduct any lawful business for which limited liability companies may be organized and to do all things necessary or useful in connection with the foregoing.

SECTION 2.2. The Members shall be Members in the Company and shall continue to do business under the name of the Company until the Operating Managers shall change the name or the Company shall terminate.

SECTION 2.3. The principal address of the Company shall be such place or places as the Operating Managers may determine. The Operating Managers will give notice to the Members promptly after any change in the location of the principal office of the Company.

SECTION 2.4. The Company shall terminate on the date provided in the Certificate of Formation, except that the Company may terminate prior to such date as provided in this Agreement.

SECTION 2.5. The Company name shall be “AC Nielsen HCI, LLC”.

ARTICLE III.

Status of Members

SECTION 3.1. No Member will be bound by, or be personally liable for the expenses, liabilities or obligations of the Company.

SECTION 3.2. No Member will be entitled to withdraw any part of his Capital Account or to receive any distributions from the Company except as expressly provided in this Agreement.

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SECTION 3.3. No Member will have the right to require partition of the property or to compel any sale or appraisal of the Company’s assets or any sale of a deceased Member’s interest in the Company’s assets, notwithstanding any provision of law to the contrary.

ARTICLE IV.

Meeting of Members

SECTION 4.1. An annual meeting of Members shall be held within five (5) months after the close of the fiscal year of the Company on such date and at the time and place (either within or without the state of its organization) as shall be fixed by the Members. At the annual meeting, the Members shall elect the Operating Managers and transact such other business as may properly be brought before the meeting.

SECTION 4.2. A special meeting of Members may be called at any time by the Operating Managers and shall be called by the Operating Managers at the request in writing of that Membership interest specified in Schedule C of the Members entitled to vote at such meeting. Any such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of Members shall be confined to the purposes set forth in the notice thereof.

SECTION 4.3. Written notice of the time, place and purpose of every meeting of Members (and, if other than an annual meeting, the person or persons at whose direction the meeting is being called), shall be given by the Operating Managers to each Member of record entitled to vote at such meeting, not less than ten nor more than sixty days prior to the date set for the meeting. Notice shall be given either personally or by mailing said notice by first class mail to each Member at his address appearing on the record book of the Company or at such other address supplied by him in writing to the Operating Managers of the Company for the purpose of receiving notice.

A written waiver of notice setting forth the purposes of the meeting for which notice is waived, signed by the person or persons entitled to such notice, whether before or after the time of the meeting stated therein, shall be deemed equivalent to the giving of such notice. The attendance by a Member at a meeting either in person or by proxy without protesting the lack of notice thereof shall constitute a waiver of notice of such Member.

All notices given with respect to an original meeting shall extend to any and all adjournments thereof and such business as might have been transacted at the original meeting may be transacted at any adjournment thereof; no notice of any adjourned meeting need be given if an announcement of the time and place of the adjourned meeting is made at the original meeting.

SECTION 4.4. The holders of a majority in interest of the Members present in person or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of members except as otherwise provided by statute or the Certificate of Formation. If, however, a quorum shall not be present or represented at any meeting of Members, the Members entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. When a quorum is once present to organize a meeting, such quorum is not deemed broken by the subsequent withdrawal of any Members.

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SECTION 4.5. Every Member entitled to vote at any meeting shall be entitled to vote in accordance with his membership interest in the Company held by him of record on the date fixed as the record date for said meeting and may so vote in person or by proxy. Any Company action shall be authorized by a majority in interest of the votes cast by the Members entitled to vote thereon except as may otherwise be provided by statute, the Certificate of Formation or this Operating Agreement.

SECTION 4.6. Every proxy must be signed by the Member entitled to vote or by his duly authorized attorney-in-fact and shall be valid only if filed with the Operating Managers of the Company prior to the commencement of voting on the matter in regard to which said proxy is to be voted. No proxy shall be valid after the expiration of eleven months from the date of its execution unless otherwise expressly provided in the proxy. Every proxy shall be revocable at the pleasure of the person executing it except as otherwise provided by statute. Unless the proxy by its terms provides for a specific revocation date and except as otherwise provided by statute, revocation of a proxy shall not be effective unless and until such revocation is executed in writing by the Member who executed such proxy and the revocation is filed with the Operating Managers of the Company prior to the voting of the proxy.

SECTION 4.7. All meetings of Members shall be presided over by the Operating Managers, or if not present, by a Member thereby chosen by the Members at the meeting. The Operating Managers or the person presiding at the meeting shall appoint any person present to act as secretary of the meeting.

SECTION 4.8. For the purpose of determining the Members entitled to notice of, or to vote at any meeting of Members or any adjournment thereof or to express consent or dissent from any proposal without a meeting, or for the purpose of determining the Members entitled to receive payment of any distribution of Cash Flow or the allotment of any rights, or for the purpose of any other action, the Members may fix, in advance, a date as the record date for any such determination of Members. Such date shall not be more than fifty nor less than ten days before the date of any meeting nor more than fifty days prior to any action taken without a meeting, the payment of any distribution of Cash Now or the allotment of any rights, or any other action. When a determination of Members of record entitled to notice of, or to vote at any meeting of Members has been made as provided in this Section, such determination shall apply to any adjournment thereof, unless the Members fix a new record date under this Section for the adjourned date.

SECTION 4.9. The Company shall be entitled to treat the holder of record of any membership interest as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such Membership Interest on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by the Act.

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ARTICLE V.

Management

SECTION 5.1. Management of the Company shall be vested in all of the Members who shall also serve as Operating Managers of the Company. The Operating Managers shall vote in proportion to their Membership Interests in the Company. Except as otherwise provided in this Agreement, all decisions of the Operating Managers shall be by a majority in interest of the Members. All Operating Managers must be Members of the Company. No Member will take part in or interfere in any manner with the conduct or control of the business of the Company or have any right or authority to act for or bind the Company except as provided in this Agreement.

SECTION 5.2. The Operating Managers shall hold office for the term for which elected and until a successor has been elected and qualified. A vacancy in the office of Operating Manager arising from any cause may be filled for the unexpired portion of the term by the Members.

SECTION 5.3. Any Operating Manager may resign at any time by giving written notice to the Members. Any such resignation shall take effect at the lime specified therein or, if the time is not specified therein, upon the receipt thereof, irrespective of whether any such resignations shall have been accepted.

SECTION 5.4. The Company shall be managed by the Operating Managers and the conduct of the Company’s business shall be controlled and conducted solely and exclusively by the Operating Managers in accordance with this Agreement. In addition to and not in limitation of any rights and powers conferred by law or other provisions of this Agreement, the Operating Managers shall have and may exercise on behalf of the Company all powers and rights necessary, proper, convenient or advisable to effectuate and carry out the purposes, business and objectives of the Company, and to maximize Company profits.

SECTION 5.5. Notwithstanding the foregoing, the Operating Managers may not make any of the management decisions stated in Schedule B without obtaining the consent of that Membership interest stated in Schedule B.

SECTION 5.6. The Operating Manager shall serve as Tax Matters Member as such term is defined in Code Section 6231 (a)(7).

SECTION 5.7. Any person made or threatened to be made a party to an action or proceeding, whether civil or criminal, by reason of the fact that he, his testator or intestate, then, is, or was a manager, member, employee or agent of the Company, or then serves or has served on behalf of the Company in any capacity at the request of the Company, shall be indemnified by the Company against reasonable expenses, judgments, fines and amounts actually and necessarily incurred in connection with the defense of such action or proceeding or in connection with an appeal therein, to the fullest extent permissible by the Act. Such right of indemnification shall not be deemed exclusive of any other rights to which such person may be entitled.

ARTICLE VI.

Capital

SECTION 6.1. The Members have contributed to the Company in exchange for their membership interests their interests the cash and other property as set forth on Schedule A, annexed hereto.

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SECTION 6.2. The fair market value and the adjusted basis of the contributing Member of any property other than cash contributed to the Company by a Member shall be set forth on Schedule A, annexed hereto.

SECTION 6.3. Except as expressly provided in this Agreement, no Member shall be required to make any additional contributions to the capital of the Company.

SECTION 6.4. No interest shall be paid on the Capital Account of any Member.

SECTION 6.5. A Capital Account shall be established for each Member on the books and records of the Company in accordance with section I.1.B. if any assets of the Company are distributed to the Members in kind, the Capital Accounts of the Members shall be adjusted to reflect the difference between the fair market value of such assets on the date of distribution and the basis of the Company in such assets.

ARTICLE VII.

Distributions of Cash

SECTION 7.1. The Company shall distribute to the Members from time to time all cash (regardless of the source thereof) of the Company which is not required for the operation or the reasonable working capital requirements of the Company (such cash is sometimes referred to herein as “Cash Flow”). For purposes of this Agreement all Cash flow allocated to the Members shall be allocated among them in proportion to their respective Membership Interests.

SECTION 7.2. Distributions of Cash flow shall be made from time to time in such manner as determined by the Operating Managers.

ARTICLE VIII.

Profits and Losses

SECTION 8.1. The Net Profits and Net Losses of the Company shall be the net profits and net losses of the Company as determined for Federal income tax purposes.

SECTION 8.2. The Net Profits and Net Losses of the Company and each item of income, gain, loss, deduction or credit entering into the computation thereof, shall be allocated to the Members in the same proportions that they share in distributions of Cash Flow pursuant to Section 7.1, or if there is no Cash Flow, that they would have shared if there had been Cash Flow.

SECTION 8.3. References herein to “Reg. Sec.” are to the regulations promulgated by the United States Treasury to the Code. The terms “minimum gain”, “minimum gain chargeback”, “qualified income offset”, “nonrecourse deduction” and “nonrecourse liability” are to be interpreted consistent with the definitions and use of such terms in Reg. Sec. 1.704-2 and Reg. Sec. 1.704-1. “Nonrecourse liability” means any liability with respect to which no Member bears the risk of loss under Code Section 752. The following special allocations shall be made in the following order:

A. Except as otherwise set forth in Reg. Sec. 1.704-2(f), if there is a net decrease in minimum gain, during the fiscal year of the Company, each Member, shall be

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specially allocated items of gross income and gain for such fiscal year (and, if necessary, subsequent fiscal years) in an amount equal to that Member’s share of the net decrease of minimum gain determined in accordance with Reg. Sec. 1.704-2(g). Allocations in accordance with this Section shall be made first from the disposition of Company assets subject to—nonrecourse liabilities, to the extent of the minimum gain attributable to those assets, and thereafter, from a pro-rata portion of the Company’s other items of income and gain for the taxable year. This Section is intended to comply with the minimum gain chargeback requirement of Reg. Sec. 1.704-2(f).

B. Except as otherwise set forth in Reg. Sec. 1.704-2(i)(4), if there is a net decrease in a Member’s nonrecourse liability minimum gain attributable to Members’ nonrecourse liabilities during any fiscal year, each Member who has a share of the Member nonrecourse liability minimum gain attributable to Member nonrecourse liability shall be specially allocated items of gross income and gain for such fiscal year (and, if necessary, subsequent fiscal years)in an amount equal to that Member’s share of the net decrease in Members’ nonrecourse debt minimum gain attributable to such Member nonrecourse debt. Allocations pursuant to this Section shall be made first from gain recognized from the disposition of Company assets subject to Member nonrecourse liabilities to the extent of Member minimum gain attributable to those assets, and thereafter, from a pro-rata portion of the Company’s other items of income and gain for the fiscal year. This section is intended to comply with the minimum gain chargeback requirements of Reg Sec. 1.704-2(i).

C. A Member who unexpectedly receives an adjustment, allocation or distribution described in (4), (5)or(6) of Reg. Sec. l.704-l(b)(2)(ii)(d) will be allocated items of income and gain in an amount and manner sufficient to eliminate such deficit balance as quickly as possible. An allocation shall be made pursuant to this Section and if and to the extent a Member would have a deficit in his adjusted Capital Account after all other allocations provided for in this Section 8.3 were made as if this paragraph were not in the agreement.

D. Nonrecourse deductions shall be allocated among the Members in the same proportion in which they share the Cash Flow of the Company.

E. Any nonrecourse deduction shall be allocated to any Member who bears the economic risk of loss with respect to the Member nonrecourse liability to which such deduction is attributable.

SECTION 8.4. Any Company gain or loss realized with respect to property, other than money, contributed to the Company by a Member shall be shared among the Members pursuant to Code section 704(c) and regulations to be promulgated thereunder so as to take account of the difference between the Company basis and the fair market value of the property at the time of the contribution (“built-in gain or loss”). Such built-in gain or loss shall be allocated to the contributing Member upon the disposition of the property.

ARTICLE IX.

Admission and Withdrawal of a Member

SECTION 9.1. A Member may transfer his interest in the Company to another person or entity only with the prior unanimous consent of the other Members either in writing or at a meeting called for such purpose. If all of the other Members do not approve of the

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transfer, the transferee shall have no right to participate in the management of the business and affairs of the Company or to become a Member. The transferee shall be entitled to receive the share of profits, losses and Cash Flow or other compensation by way of income and the return of contributions to which the transferor otherwise would be entitled.

SECTION 9.2. The Members agree to sign such additional documents as may be required in order to admit additional Members to the Company, pursuant to section 9.1 as well as, among other things, to provide for the division of profits, losses and Cash Flow among the Members.

SECTION 9.3. All costs and expenses incurred by the Company in connection with the assignment of a Member’s interest, including any filing fees and publishing costs and the fees and disbursements of counsel, shall be paid by the assigning Member.

SECTION 9.4. Each person who becomes a Member in the Company, by becoming a Member, shall and does hereby ratify and agree to be bound by the terms and conditions of this Agreement.

ARTICLE X.

Termination or Dissolution of Company

SECTION 10.1. The Company shall be terminated prior to the date of expiration of the term as provided in Section 2.4 if (a) the Members consent that the Company should be terminated and dissolved, or (b) the Company is dissolved pursuant to this Agreement.

SECTION 10.2. The Company shall be terminated in the event any Member (i) withdraws, resigns or is expelled from the Company; (ii) makes an assignment for the benefit of creditors, is the subject of an order for relief under Title 11 of the United States Code, files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law or regulation, files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him in any proceeding of this nature, seeks, consents to, or acquiesces in the appointment of a trustee, receiver or liquidator for of all or any substantial part of his properties; (iii) dies; or (iv) a judgment is entered by a court of competent jurisdiction adjudicating him incompetent to manage his person or his property.

SECTION 10.3. If the Company is dissolved, the owners of a majority in interest of the remaining Members may elect to reconstitute and continue the Company as a successor Company upon the same conditions as are set forth in this Agreement. Any such election to continue the Company will not result in the creation of a new Company among the remaining Members, nor will such election require the amendment of this Agreement or the execution of an amended Agreement.

SECTION 10.4. Upon the termination and dissolution of the Company, the then Operating Manager, or Operating Managers, if any, or, if there is no Operating Manager, any person elected to perform such liquidation by the written consent of the owners of a majority in interest of the Members, shall proceed to the liquidation of the Company. The proceeds of such liquidation shall be applied and distributed as follows:

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A. If any assets of the Company are to be distributed in kind, such assets shall be distributed on the basis of the fair market value thereof, and any Member entitled to any interest in such assets shall receive such interest therein as a tenant-in-common with all other Members so entitled. The fair market value of such assets shall be determined by an independent appraiser to be selected by the Company’s independent public accountants. The amount by which the fair market value of any property to be distributed in kind to the Members exceeds or is less than the basis of such property, shall, to the extent not otherwise recognized by the Company, be taken into account in computing Net Profits or Net losses (and shall be allocated among the Members in accordance with Section 8.2) for purposes of crediting or charging the Capital Accounts of, and liquidating distributions to, the Members under Section 10.4.B.

B. All distributions upon liquidation of the Company shall be distributed as follows: to each of the Members, in proportion to the amounts of their respective positive Capital Accounts, as such accounts have been adjusted (i) in accordance with Section 6.5 to reflect the Net Profit or Net Loss realized or incurred upon the sale of the Company’s property or assets and any deemed sale pursuant to Section l0.4.A; (ii) in accordance with Section 8.2 to reflect all Net Profits or Net Losses with respect to the year of liquidation. No Member shall be liable to repay the negative amount of his Capital Account.

SECTION 10.5. Each of the Members shall be furnished with a statement, reviewed by the Company’s independent public accountants, which shall set forth the assets and liabilities of the Company as of the date of the Company’s liquidation. Upon completion of the liquidation, the Operating Managers shall execute and cause to be filed a Certificate of Dissolution of the Company and any and all other documents necessary with respect to termination of the Company.

ARTICLE XI.

Books and Reports

SECTION 1.1.1. The Operating Managers shall cause the Company to maintain the following records:

A. Complete and accurate books of account, in which shall be entered, fully and accurately, each and every transaction of the Company, shall be kept by the Operating Managers at the principal office of the Company. The fiscal year of the Company shall be the calendar year. The books of account of the Company shall be kept in accordance with sound accounting practices and principles applied in a consistent manner by the Company; provided, however, that all methods of accounting and treating particular transactions shall be in accordance with the methods of accounting employed for Federal income tax purposes. All determinations by the Operating Managers with respect to the treatment of any item or its allocation for Federal, state or local tax purposes shall be binding upon all the Members unless the determination is inconsistent with any express provision of this Agreement.

B. A current list of the full name and last known mailing address of each Member set forth in alphabetical order together with the contribution and share in profits and losses of each Member; a copy of the Certificate of Formation of the Company and any amendments thereto; a copy of the Company Operating Agreement and any amendments thereto; a copy of the Company’s federal, state and local income tax returns for the three most recent fiscal years.

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C. Any Member shall have the right from time to time at his expense to have his accountants and representatives examine and/or audit the books and records of the Company and the information referred to in this Section, and the Operating Managers will make such books and records and information available for such examinations and/or audits.

SECTION 11.2. No value shall be placed for any purpose upon the Company name or the right to its use, or upon the goodwill of the Company or its business. Upon termination or dissolution of the Company (without reconstitution thereof) as provided in this Agreement, neither the Company name or the right to its use, nor the goodwill of the Company, shall be considered as an asset of the Company.

SECTION 11.3. The Operating Managers will cause to be sent to the Members within a reasonable period after the close of each year the following: (a) annual statements of the Company’s gross receipts and operating expenses, and the capital accounts of each Member, prepared by the Company’s independent public accountants, to be transmitted to each Member; and (b) a report to be transmitted to each Member indicating the Member’s share of the Company’s profit or loss for that year and the Member’s allocable share of all items of income, gain, loss, deduction, and credit, for Federal income tax purposes.

ARTICLE XII.

Tax Elections

SECTION 12.1. In the event of a transfer of a Member’s interest, or upon the death of a Member, or in the event of the distribution of Company property to any party hereto, the Company may (but need not necessarily) file an election, in accordance with Section 754 of the Code to cause the basis of the Company property to be adjusted for Federal income tax purposes, as provided by Sections 734 and 743 of the Code.

ARTICLE XIII.

Miscellaneous

SECTION 13.1. Any notice or other communication under this Agreement shall be in writing and shall be considered given when mailed by registered or certified mail, return receipt requested, to the parties at the following addresses (or at such other address as a party shall have previously specified by notice to the others as the address to which notice shall be given to him):

A. If to the Company, to it in care of the Operating Managers at the address of the Company.

B. If to the Operating Managers, to them at the address of the Company.

C. If to any Member, to him at his address set forth on the books and records of the Company.

SECTION 13.2. This Agreement contains a complete statement of all of the arrangements among the parties with respect to the Company and cannot be changed or terminated orally or in any manner other than by a written agreement executed by all of the Members. There are no representations, agreements, arrangements or understandings, oral or written, between or among the parties relating to the subject matter of this Agreement which are not fully expressed in this Agreement.

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SECTION 13.3. This Agreement shall be construed without regard to any presumption or other rule requiring construction against the party causing this Agreement to be drafted.

SECTION 13.4. This Agreement is intended to be performed in accordance with, and only to the extent permitted by, all applicable laws, ordinances, rules and regulations of the jurisdiction in which the Company does business, if any provision of this Agreement, or the application thereof to any person or circumstance, shall for any reason and to any extent, be invalid or unenforceable, the remainder of this Agreement and the application of that provision to other persons or circumstances shall not be affected, but rather shall be enforced to the extent permitted by law. Any action to enforce this Agreement may be brought in the Court of Chancery.

SECTION 13.5. Anything hereinbefore in this Agreement to the contrary notwithstanding, all references to the property of the Company are deemed to include the profits, losses and Cash Flow of the property.

SECTION 13.6. Irrespective of the place of execution or performance, this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be performed in the State of Delaware.

SECTION 13.7. The captions, headings and table of contents in this Agreement are solely for convenience of reference and shall not affect its interpretation.

SECTION 13.8. This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which shall be deemed to constitute a single document.

SECTION 13.9. Whenever the context so requires, the male gender when used herein shall be deemed to include the female gender, the female gender shall be deemed to include the male gender, the singular shall be deemed to include the plural and the plural shall be deemed to include the singular.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the day and year first above written.

PERQ/HCI CORP.
By:	/s/ Frederick A. Steinmann, V.P.
	Frederick A. Steinmann, V.P.
Name:
Member
Name:
Member

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SCHEDULE A

In alphabetical order, list name of Member, Membership Interest, address, social security number, and amount of capital contribution:

PERQ/HCI CORP.	100%
Name of Member	Membership Percentage Interest
770 Broadway	New York, NY 10003
Street Address	City, State and Zip Code
22-3552868	C. Marshall Paul, President
Taxpayer I.D. Number	Name of Principal if Entity
Capital Contribution
Name of Member	Membership Percentage Interest
Street Address	City, State and Zip Code
Taxpayer I.D. Number	Name of Principal if Entity
Capital Contribution

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SCHEDULE B

The following management decisions shall require the consent of greater than a majority of the Membership interests:

Decision Required Member Interest

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SCHEDULE C

The Membership interest required to call a meeting of Members shall be:

100% Percent

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EX-3.14

Exhibit 3.14

STATE OF DELAWARE

SECRETARY OF STATE

DIVISIONS OF CORPORATIONS

FILED 04:00 P.M. 02/06/2001

010060902 – 3353345

CERTIFICATE OF INCORPORATION

OF

ACN HOLDINGS INC.

ARTICLE I

Name

The name of the corporation is ACN Holdings Inc. (the “Corporation”).

ARTICLE II

Registered Office and Registered Agent

The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, Country of New Castle, Delaware 19801. The name of the registered agent of the Corporation at such address is The Corporation Trust Company.

ARTICLE III

Corporate Purpose

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the general Corporation Law of the State of Delaware (the “General Corporation Law”).

ARTICLE IV

Capital Stock

The total number of shares of all classes of stock that the Corporation shall have authority to issue is 1,000, all of which shall be shares of Common Stock, par value $.01 per share.

ARTICLE V

Directors

(1) Elections of directors of the Corporation need not be by written ballot, except and to the extent provided in the Bylaws of the Corporation.

(2) To the fullest extent permitted by the General Corporation Law as it now exists and as it may hereafter be amended, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.

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ARTICLE VI

Indemnification of Directors, Officers and Others

(1) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acting in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person seeking indemnification did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.

(2) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

(3) To the extent that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections (1) and (2) of this Article VI, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

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(4) Any indemnification under Sections (1) and (2) of this Article VI (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in such Sections (1) and (2). Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (a) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (b) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (c) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (d) by the stockholders.

(5) Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation authorized in the Article VI. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Corporation deems appropriate.

(6) The indemnification and advancement of expenses provided by, or granted pursuant to, the other sections of this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any law, bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

(7) The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of Section 145 of the General Corporation Law.

(8) For purposes of this Article VI, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent or another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article VI with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

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(9) For purposes of this Article VI, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves service by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VI.

(10) The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VI shall, unless otherwise provided with authorized or ratified, continue as to a person who has ceased to be director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

ARTICLE VII

Bylaws

The directors of the Corporation shall have the power to adopt, amend or repeal bylaws.

ARTICLE VIII

Reorganization

Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders of this Corporation, as the case may be, and also on this Corporation.

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ARTICLE IX

Personal Liability of Directors or Officers

A director or any officer of the Corporation shall not be personally liable to the corporation or its stockholders for the breach of any duty owed to the Corporation or its stockholders except to the extent that an exemption from personal liability is not permitted by the General Corporation Law of the State of Delaware.

ARTICLE X

Amendment

The Corporation reserves the right to amend, alter, change or repeal any provision of this Certificate of Incorporation, in the manner now or hereafter prescribed by law, and all rights conferred on stockholders in this Certificate of Incorporation are subject to this reservation.

ARTICLE XI

Incorporator

The name and mailing address of the sole incorporator is as follows:

Name	Mailing Address
Matthew B. Janson	Shearman & Sterling 599 Lexington Avenue New York, NY 10022

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I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate of Incorporation, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 6^th day of February, 2001.

/s/ Matthew B. Janson

Matthew B. Janson

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EX-3.15

Exhibit 3.15

BY-LAWS

of

ACN HOLDINGS INC.

ARTICLE I

SHAREHOLDERS

Section 1. The annual meeting of the shareholders of the corporation for the purpose of electing directors and for the transaction of such other business as may properly be brought before the meeting shall be held on the third Wednesday in April of each year, if not a legal holiday, and if a legal holiday, then on the next business day following, within or without the State of Delaware, or at such time and place as may be designated from time to time by the Board of Directors.

Section 2. Special meetings of the shareholders may be held upon call of the Board of Directors or the President (and shall be called by the President at the request in writing of shareholders owning a majority of the outstanding shares of the corporation entitled to vote at the meeting) at such time and at such place within or without the State of Delaware as may be fixed by the Board of Directors or the President or by the shareholders owning a majority of the outstanding shares of the corporation so entitled to vote, as the case may be, and as may be stated in the notice setting forth such call.

Section 3. Except as otherwise provided by law, notice of the time, place and purpose or purposes of every meeting of shareholders shall be (i) delivered personally, (ii) mailed, (iii) faxed, (iv) electronically mailed, or (v) sent via a private delivery service that guarantees one or two-day delivery and obtains a written receipt of delivery, in each case not earlier than sixty, nor less than ten, days previous thereto to each shareholder of record entitled to vote at the meeting, at the address of such shareholder as it appears on the records of the corporation. Notice of any meeting of shareholders need not be given to any shareholder who shall waive notice thereof, before or after such meeting, in writing, or to any shareholder who shall attend such meeting, except when the shareholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

Section 4. The holders of record of a majority of the issued and outstanding shares of the corporation which are entitled to vote at the meeting shall, except as otherwise provided by law, constitute a quorum at all meetings of the shareholders. If there be no such quorum present in person or by proxy, the holders of a majority of such shares so present or represented may adjourn the meeting from time to time.

Section 5. Meetings of the shareholders shall be presided over by the President or, if he is not present, by a Vice President or, if no such officer is present, by a chairman to be chosen at the meeting. The Secretary of the corporation or, in his or her absence, an Assistant Secretary shall act as secretary of the meeting or, if neither the Secretary nor an Assistant Secretary is present, the chairman shall appoint a secretary for purposes of the meeting.

Section 6. At all elections of directors a majority of the votes cast shall elect. Except as otherwise provided by law, all other questions presented to shareholders shall also be determined by a majority of the votes cast on such questions.

Section 7. In order that the corporation may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall be not more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. If for any reason the Board of Directors shall not have fixed a record date for any such purpose, the record date for such purpose shall be determined as provided by law. Only those shareholders of record on the date so fixed or determined shall be entitled to any of the foregoing rights, notwithstanding the transfer of any such stock on the books of the corporation after any such record date so fixed or determined.

Section 8. Any action required by the General Corporation Law to be taken at any annual or special meeting of shareholders, or any action which may be taken at any annual or special meeting of shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those shareholders who have not consented in writing.

ARTICLE II

BOARD OF DIRECTORS

Section 1. The Board of Directors of the corporation shall consist of one or more directors, the number of directors to be fixed from time to time by resolution of the Board of Directors. Each director shall hold office until his or her successor is duly elected and qualified or until his or her earlier resignation, death or removal. One-third of the total number of directors (if this is not a whole number, it shall be rounded upwards to the nearest whole number) shall constitute a quorum for the transaction of business. Directors need not be shareholders.

Section 2. Vacancies in the Board of Directors shall be filled by a majority of the remaining directors, though less than a quorum; and in case of an increase in the number of directors, the additional directors shall be elected by a majority of the directors in office at the time of increase, though less than a quorum; and the directors so chosen shall hold office until their successors shall be duly elected and qualified or until his or her earlier resignation, death or removal.

Section 3. Meetings of the Board of Directors shall be held at such place within or without the State of Delaware as may from time to time be fixed by resolution of the Board or as may be specified in the notice of call of any meeting. Regular meetings of the Board of Directors shall be held at such times as may from time to time be fixed by resolution of

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the Board and special meetings may be held at any time upon the call of the President, by oral, faxed, electronic mail or other written notice, served on, sent, faxed, electronically mailed or mailed to each director not less than two days before the meeting. The notice of any meeting need not specify the purposes thereof. A meeting of the Board may be held without notice immediately after the annual meeting of shareholders at the same place at which such meeting is held. Notice need not be given of regular meetings of the Board held at times fixed by resolution of the Board. Notice of any meeting need not be given to any director who shall attend such meeting in person or who shall waive notice thereof, before or after such meeting, in writing. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting, if all the members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board of Directors or committee.

Section 4. The Board of Directors may, by resolution or resolutions, passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the corporation which, to the extent provided in said resolution or resolutions and except as prohibited by law, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the corporation. A majority of the members of a committee shall constitute a quorum for the transaction of its business. In the absence or disqualification of any member of any such committee or committees, but not in the case of a vacancy therein, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors, who is not an officer of the corporation or any of its subsidiaries, to act at the meeting for all purposes in the place of any such absent or disqualified member. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

Section 5. A director of the corporation shall not, in the absence of fraud, be disqualified by virtue of his or her office from dealing or contracting with the corporation either as vendor, purchaser or otherwise, nor, in the absence of fraud, shall any transaction or contract of the corporation be void or voidable or affected by reason of the fact that any director or any firm of which any director is a member, or any corporation of which the director is an officer, director or shareholder, is in any way interested in such transaction or contract, provided that, at the meeting of the Board of Directors or of a committee thereof having authority to authorize or confirm said contract or transaction, the interest of such director, firm or corporation therein and the material facts with respect thereto are disclosed or known, and there shall be present a quorum of directors or of the directors constituting such committee not interested or connected, and such contract or transaction shall be approved by a majority of such quorum, which majority shall consist of directors not so interested or connected. Nor shall such contract or transaction be void or voidable or affected by reason of the fact that the vote of such director or directors, who have or may have an interest therein which is or might be adverse to the interests of the corporation, shall have been necessary to obligate the corporation upon such contract or transaction, nor shall any director or directors having such adverse interest be liable to the corporation or to any shareholder or creditor thereof, or to any other person, for any loss incurred by it, him or her under or by reason of any such contract or transaction nor shall any such director or directors be accountable for any gains or profits realized thereon; always provided, however, that such contract or transaction shall, at the time it was entered into, have been a reasonable one to have been entered into and shall have been upon terms that at the time were fair.

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Section 6. Any contract, transaction or act of the corporation or of the Board of Directors which shall be ratified by a majority vote of the shareholders of the corporation having voting power at any annual meeting or any special meeting called for such purpose and to whom the material facts with respect thereto are disclosed or known, shall be as valid and as binding as though ratified by every shareholder of the corporation, provided, however, that any failure of the shareholders to approve or ratify such contract, transaction or act, when and if submitted, shall not be deemed in any way to invalidate the same or to deprive the corporation, its directors or officers, of their right to proceed with such contract, transaction or action. Any director of the corporation may vote upon any contract or other transaction between the corporation and any subsidiary or affiliated corporation without regard to the fact that he is also a director of such subsidiary or affiliated corporation.

Section 7. Any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, except as prohibited by law.

ARTICLE III

OFFICERS

Section 1. The Board of Directors as soon as practicable after their annual election shall appoint a President and a Secretary. The Board of Directors may also from time to time appoint such other officers (including a Chairman who shall be a member of the Board of Directors, one or more Vice Presidents and/or Assistant Vice Presidents, a Treasurer, one or more Assistant Secretaries and one or more Assistant Treasurers) as it may deem proper. In addition, the President shall be entitled to appoint officers of the corporation (other than the Chairman, President, Secretary, or Treasurer) and to prescribe the respective terms of office, authorities and duties of any officers so appointed, provided that such appointment is made in writing and filed in the minute book of the corporation. Any Vice President may be designated Executive, Senior, or Regional, or may be given any other designation or combination of designations.

Section 2. Any officer may be removed from office at any time either with or without cause by the affirmative vote of a majority of the members of the Board then in office. In addition, in the case of an officer appointed by the President, such appointed officer may be removed from office at any time with or without cause by the President of the corporation.

Section 3. Each of the officers of the corporation shall have the powers and duties prescribed by (i) law, (ii) the By-Laws, and (iii) the Board of Directors and in the case of an officer appointed by the President, the President. Unless otherwise prescribed by the By-Laws or by the Board of Directors or, in the case of an officer appointed by the President, by the President, each officer shall also have such further powers and duties as ordinarily pertain to his or her office. The President shall be the Chief Executive Officer and, subject always to the rights and powers of the Board of Directors, shall have the general direction of the affairs of the corporation. Any officer, agent, or employee of the corporation may be required to give bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors may from time to time prescribe.

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ARTICLE IV

INDEMNIFICATION

(1) To the fullest extent permitted by the laws of the State of Delaware:

(a) Subject to the last sentence of this subsection (a), the corporation shall indemnify any person (and such person’s heirs, executors or administrators) who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (brought in the right of the corporation or otherwise), whether civil, criminal, administrative or investigative, and whether formal or informal, including appeals, by reason of the fact that such person is or was a director or officer of the corporation or, if a director or officer of the corporation, by reason of the fact that such person is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, for and against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person or such heirs, executors or administrators in connection with such action, suit or proceeding, including appeals. Notwithstanding the preceding sentence, the corporation shall be required to indemnify a person described in such sentence in connection with any action, suit or proceeding (or part thereof) commenced by such person only if commencement of such action, suit or proceeding (or part thereof) by such person was authorized by the Board of Directors of the corporation. Subject to the last sentence of this subsection (a), the corporation may indemnify any person (and such person’s heirs, executors or administrators) who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (brought in the right of the corporation or otherwise), whether civil, criminal, administrative or investigative, and whether formal or informal, including appeals, by reason of the fact that such person is or was an employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another corporation, for and against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person or such heirs, executors or administrators in connection with such action, suit or proceeding, including appeals. A person shall not be entitled to be indemnified pursuant to the above provisions unless, in connection with the matters underlying the indemnification claim, such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful and, in the case of an indemnification claim relating to any threatened, pending or completed action or suit by or in the right of the corporation, no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that a court of competent jurisdiction shall determine that such person is fairly or reasonably entitled to indemnity.

(b) The corporation shall promptly pay expenses incurred by (i) any person whom the corporation is obligated to indemnify pursuant to the first sentence of subsection (a) of this Article IV, Section 1 (1) or (ii) any person whom the corporation has determined to indemnify pursuant to the third sentence of subsection (a) of this Article IV, Section 1 (1) in defending any action, suit or proceeding, including appeals, upon presentation of appropriate documentation.

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(c) The corporation may purchase and maintain insurance on behalf of any person described in subsection (a) of this Article IV, Section 1 (1) against any liability asserted against such person, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of this Article IV, Section 1 (1) or otherwise.

(d) The provisions of this Article IV, Section 1 (1) shall be applicable to all actions, claims, suits or proceedings made or commenced after adoption hereof, whether arising from acts or omissions to act occurring before or after its adoption. The provision of this Article IV, Section 1 (1) shall be deemed to be a contract between the corporation and each director or officer who serves in such capacity at any time while this Article IV, Section 1 (1) and the relevant provisions of the laws of the State of Delaware and other applicable law, if any, are in effect, and any repeal or modification hereof shall not affect any rights or obligations then existing with respect to any state of facts or any action, suit or proceeding then or theretofore existing, or any action, suit or proceeding thereafter brought or threatened based in whole or in part on any such state of facts. If any provisions of this Article IV, Section 1 (1) shall be found to be invalid or limited in application by reason of any law or regulation, it shall not affect the validity of the remaining provisions hereof. The rights of indemnification provided in this Article IV, Section 1 (1) shall neither be exclusive of, nor be deemed in limitation of, any rights to which an officer, director, employee or agent may otherwise be entitled or permitted by contract, vote of Shareholders, or directors or otherwise, or as a matter of law, both as to actions in such person’s official capacity and actions in any other capacity while holding such office, it being the policy of the corporation that indemnification of any person whom the corporation is obligated to indemnify pursuant to the first sentence of subsection (a) of this Article IV, Section 1 (1) shall be made to the fullest extent permitted by law. Any indemnification under subsection (a) of this Article (unless ordered by a court) shall be made by the corporation only as authorized in a specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsection (a). Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (iv) by the Shareholders. Such determination shall be made, with respect to a person who is not a director or officer at the time of such determination, by any person or persons who have the corporate authority to act on the matter.

(2) A director of the corporation shall not be liable to the corporation or its Shareholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the laws of the State of Delaware as the same exists or may hereafter be amended. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director of the corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.

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ARTICLE V

CERTIFICATES OF STOCK

Section 1. The interest of each shareholder of the corporation shall be evidenced by a certificate or certificates for shares of stock in such form as the Board of Directors may from time to time prescribe. The shares in the stock of the corporation shall be transferable on the books of the corporation by the holder thereof in person or by his or her attorney, upon surrender for cancellation of a certificate or certificates for the same number of shares, with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, and with such proof of the authenticity of the signature as the corporation or its agents may reasonably require.

Section 2. The certificates of stock shall be signed by such officer or officers as may be permitted by law to sign. Any or all of the signatures on the certificate may be a facsimile. In case any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on any such certificate or certificates shall cease to be such officer or officers of the corporation, whether because of death, resignation or otherwise, before such certificate or certificates shall have been issued by the corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates, or whose facsimile signature or signatures shall have been used thereon had not ceased to be such officer or officers of the corporation.

Section 3. No certificate for shares of stock in the corporation shall be issued in place of any certificate alleged to have been lost, stolen or destroyed, except upon production of reasonable evidence of such loss, theft or destruction and upon delivery to the corporation of a bond of indemnity in such amount, upon such terms and secured by such surety, as the Board of Directors or the President in his, her or its discretion may require.

ARTICLE VI

CORPORATE BOOKS

The books of the corporation may be kept outside of the State of Delaware at such place or places as the Board of Directors may from time to time determine.

ARTICLE VII

FISCAL YEAR

The fiscal year of the corporation shall begin and end on such dates as shall be established from time to time by a resolution of the Board of Directors.

ARTICLE VIII

CORPORATE SEAL

The corporate seal shall have inscribed thereon the name of the corporation, the state of incorporation, and the words “Corporate Seal”. In lieu of the corporate seal, when so authorized by the Board of Directors or a duly empowered committee thereof, a facsimile thereof may be impressed or affixed or reproduced. Unless otherwise required by law, no

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document executed on behalf of the corporation shall be required to have the corporate seal affixed thereto and the absence of the corporate seal shall, unless otherwise prescribed by law, in no way affect the validity of any document otherwise properly executed by the corporation.

ARTICLE IX

OFFICES

The corporation may have offices outside of the State of Delaware at such places as shall be determined from time to time by the Board of Directors.

ARTICLE X

AMENDMENTS

Subject to any limitations that may be imposed by the shareholders, the Board of Directors may make By-Laws and from time to time may alter, amend or repeal any By-Laws, but any By-Laws made by the Board of Directors or the shareholders may be altered, amended or repealed by the shareholders at any annual meeting or at any special meeting duly called or by a written consent signed by all of the shareholders.

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EX-3.16

Exhibit 3.16

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

ACNIELSEN CORPORATION

The name of the corporation is ACNIELSEN Corporation, and the original Certificate of Incorporation of the corporation was filed with the Secretary of State of the State of Delaware on April 30, 1996. The original Certificate of Incorporation of the corporation is hereby amended and restated to read in its entirety as follows:

ARTICLE I

Name

The name of the corporation is ACNIELSEN Corporation (the “Corporation”).

ARTICLE II

Registered Office and Registered Agent

The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801. The name of the registered agent of the Corporation at such address is The Corporation Trust Company.

ARTICLE III

Corporate Purpose

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “General Corporation Law”).

ARTICLE IV

Capital Stock

The total number of shares of all classes of stock that the Corporation shall have authority to issue is 1,000, all of which shall be shares of Common Stock, par value $.01 per share.

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 02:45 PM 02/21/2001

010085460 – 2618851

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ARTICLE V

Directors

(1) Elections of directors of the Corporation need not be by written ballot, except and to the extent provided in the Bylaws of the Corporation.

(2) To the fullest extent permitted by the General Corporation Law as it now exists and as it may hereafter be amended, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.

ARTICLE VI

Indemnification of Directors, Officers and Others

(1) To the fullest extent permitted by the laws of the State of Delaware:

(a) The corporation shall indemnify any person (and such person’s heirs, executors or administrators) who was or is a party or its threatened to be made a party to any threatened, pending or completed action, suit or proceeding (brought in the right of the corporation or otherwise), whether civil, criminal, administrative or investigate, and whether formal or informal, including appeals, by reason of the fact that such person is or was a director or officer of the corporation or, if a director or officer of the corporation, by reason of the fact that such person is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, for and against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person or such heirs, executors or administrators in connection with such action, suit or proceeding, including appeals. Notwithstanding the preceding sentence, the corporation shall be required to indemnify a person described in such sentence in connection with any action, suit or proceeding (or part thereof) commenced by such person only if the commencement of such action, suit or proceeding (or part thereof) by such person was authorized by the Board of Directors of the corporation. The corporation may indemnify any person (and such person’s heirs, executors or administrators) who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (brought in the right of the corporation or otherwise), whether civil, criminal, administrative or investigative, and whether formal or informal, including appeals, by reason of the fact that such person is or was an employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another corporation, for and against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person or such heirs, executors or administrators in connection with such action, suit or proceeding, including appeals.

(b) The corporation shall promptly pay expenses incurred by (i) any person whom the corporation is obligated to indemnify pursuant to the first sentence of subsection (a) of this Article Sixth Section 1 (or (ii) any person whom the corporation has determined to indemnify pursuant to the third sentence of subsection (a) of this Article Sixth, Section (1), in defending any action, suit or proceeding in advance of the final disposition of such action, suit or proceeding, including appeals, upon presentation of appropriate documentation.

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(c) The corporation may purchase and maintain insurance on behalf of any person described in subsection (a) of this Article Sixth, Section (1) against any liability asserted against such person, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of this Article Sixth, Section (1) or otherwise.

(d) The provisions of this Article Sixth, Section (1) shall be applicable to all actions, claims, suits or proceedings made or commenced after the adoption thereof, whether arising from acts or omissions to act occurring before or after its adoption. The provisions of this Article Sixth, Section (1) shall be deemed to be a contract between the corporation and each director or officer who serves in such capacity at any time while this Article Sixth, Section (1) and the relevant provisions of the laws of the State of Delaware and other applicable law, if any, are in effect, and any repeal or modification hereof shall not affect any rights or obligations then existing with respect to any state of facts or any action, suit or proceeding then or theretofore existing, or any action, suit or proceeding thereafter brought or threatened based on whole or in part on any such state of facts. If any provision of this Article Sixth, Section (1) shall be found to be invalid or limited or limited in application by reason of any law or regulation, it shall not affect the validity of the remaining provisions hereof. The rights of indemnification provided in this Article Sixth, Section (1) shall neither be exclusive of, nor deemed in limitation of, any rights to which an officer, director, employee or agent may otherwise be entitled or permitted by contract, this Restated Certificate of Incorporation, vote of stockholders or directors or otherwise, or as a matter of law, both as to actions in such person’s official capacity and actions in any other capacity while holding such office, it being the policy of the corporation that indemnification of any person whom the corporation is obligated to indemnify pursuant to the first sentence of subsection (a) of this Article Sixth, Section (1) shall be made to the fullest extent permitted by law.

(e) For purposes of this Article Sixth, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries.

(2) A director of the corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended. Any amendment, modification or repeal of the foregoing sentences shall not adversely affect any right or protection of a director of the corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.

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ARTICLE VII

Bylaws

The directors of the Corporation shall have the power to adopt, amend or repeal Bylaws.

ARTICLE VIII

Reorganization

Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

ARTICLE IX

Personal Liability of Directors or Officers

A director or any officer of the Corporation shall not be personally liable to the corporation or its stockholders for the breach of any duty owed to the Corporation or its stockholders except to the extent that an exemption from personal liability is not permitted by the General Corporation Law of the State of Delaware.

ARTICLE X

Amendment

The Corporation reserves the right to amend, alter, change or repeal any provision of this Certificate of Incorporation in the manner now or hereafter prescribed by law, and all rights conferred on stockholders in this Certificate of Incorporation are subject to this reservation.

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ACNIELSEN Corporation does hereby further certify that this Amended and Restated Certificate of Incorporation was duly adopted by written consent of the sole stockholder in accordance with the provisions of Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware.

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IN WITNESS WHEREOF, ACNIELSON CORPORATION has caused this amended and restated certificate to be signed this 16^th day of February, 2001.

ACNIELSEN CORPORATION
By:	/s/ Thomas A. Mastrelli
Name:	Thomas A. Mastrelli

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EX-3.17

Exhibit 3.17

SECOND AMENDED AND RESTATED

BYLAWS

OF

ACNIELSEN CORPORATION

AMENDED AS OF FEBRUARY 21, 2001

TABLE OF CONTENTS

Section		Page
ARTICLE I OFFICES		1
	SECTION 1.01. Registered Office	1
	SECTION 1.02. Other Offices	1
ARTICLE II MEETINGS OF STOCKHOLDERS		1
	SECTION 2.01. Annual Meetings	1
	SECTION 2.02. Special Meetings	1
	SECTION 2.03. Notice of Meetings	1
	SECTION 2.04. Waiver of Notice	2
	SECTION 2.05. Adjournments.	2
	SECTION 2.06. Quorum	2
	SECTION 2.07. Voting.	2
	SECTION 2.08. Proxies	3
	SECTION 2.09. Action by Stockholders without a Meeting	3
ARTICLE III BOARD OF DIRECTORS		3
	SECTION 3.01. General Powers.	3
	SECTION 3.02. Number and Term of Office	3
	SECTION 3.03. Resignation	3
	SECTION 3.04. Removal	3
	SECTION 3.05. Vacancies	4
	SECTION 3.06. Meetings	4
	SECTION 3.07. Committees of the Board	5
	SECTION 3.08. Action without a Meeting	5

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	SECTION 3.09. Action by Means of Telephone or Similar Communications Equipment	5
	SECTION 3.10. Compensation	6
ARTICLE IV OFFICERS		6
	SECTION 4.01. Officers	6
	SECTION 4.02. Authority and Duties	6
	SECTION 4.03. Term of Office, Resignation and Removal	6
	SECTION 4.04. Vacancies	6
	SECTION 4.05. The Chairman	6
	SECTION 4.06. The President	7
	SECTION 4.07. Vice Presidents	7
	SECTION 4.08. The Secretary	7
	SECTION 4.09. Assistant Secretaries	7
	SECTION 4.10. The Treasurer	7
	SECTION 4.11. Assistant Treasurers	8
ARTICLE V CHECKS, DRAFTS, NOTES, AND PROXIES		8
	SECTION 5.01. Checks, Drafts and Notes	8
	SECTION 5.02. Execution of Proxies	8
ARTICLE VI SHARES AND TRANSFERS OF SHARES		8
	SECTION 6.01. Certificates Evidencing Shares	8
	SECTION 6.02. Stock Ledger	8
	SECTION 6.03. Transfers of Shares	8
	SECTION 6.04. Addresses of Stockholders	9
	SECTION 6.05. Lost, Destroyed and Mutilated Certificates	9

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	SECTION 6.06. Regulations	9
	SECTION 6.07. Fixing Date for Determination of Stockholders of Record	9
ARTICLE VII SEAL		9
	SECTION 7.01. Seal	9
ARTICLE VIII FISCAL YEAR		10
	SECTION 8.01. Fiscal Year	10
ARTICLE IX AMENDMENTS		10
	SECTION 9.01. Amendments	10

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SECOND AMENDED AND RESTATED

BYLAWS

OF

ACNIELSEN CORPORATION

ARTICLE I

OFFICES

SECTION 1.01. Registered Office. The registered office of ACNielsen Corporation (the “Corporation”) in the State of Delaware shall be The Corporation Trust Company, 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801, and the registered agent in charge thereof shall be The Corporation Trust Company.

SECTION 1.02. Other Offices. The Corporation may also have an office or offices at any other place or places within or without the State of Delaware as the Board of Directors of the Corporation (the “Board”) may from time to time determine or the business of the Corporation may from time to time require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 2.01. Annual Meetings. The annual meeting of stockholders of the Corporation for the election of directors of the Corporation (“Directors”), and for the transaction of such other business as may properly come before such meeting, shall be held at such place, date and time as shall be fixed by the Board and designated in the notice or waiver of notice of such annual meeting.

SECTION 2.02. Special Meetings. Special meetings of stockholders for any purpose or purposes may be called by the Board or the Chairman of the Board of the Corporation (the “Chairman”) or the President of the Corporation (the “President”) or by the recordholders of at least ten percent of the shares of common stock of the Corporation issued and outstanding (“Shares”) and entitled to vote thereat, to be held at such place, date and time as shall be designated in the notice or waiver of notice thereof. Only business within the purposes described in the notice required by Section 2.03 of this Article may be conducted at the special meeting.

SECTION 2.03. Notice of Meetings. (a) Except as otherwise provided by law, written notice of each annual or special meeting of stockholders stating the place, date and time of such meeting and, in the case of a special meeting, the purpose or purposes for which such meeting is to be held, shall be given personally or by first-class mail (airmail in the case of international communications) to each recordholder of Shares (a “Stockholder”) entitled to vote

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thereat, not less than 10 nor more than 60 days before the date of such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the Stockholder at such Stockholder’s address as it appears on the records of the Corporation. If, prior to the time of mailing, the Secretary shall have received from any Stockholder a written request that notices intended for such Stockholder are to be mailed to some address other than the address that appears on the records of the Corporation, notices intended for such Stockholder shall be mailed to the address designated in such request.

(b) Notice of a special meeting of Stockholders may be given by the person or persons calling the meeting, or, upon the written request of such person or persons, such notice shall be given by the Secretary on behalf of such person or persons. If the person or persons calling a special meeting of Stockholders give notice thereof, such person or persons shall deliver a copy of such notice to the Secretary. Each request to the Secretary for the giving of notice of a special meeting of Stockholders shall state the purpose or purposes of such meeting.

SECTION 2.04. Waiver of Notice. Notice of any annual or special meeting of Stockholders need not be given to any Stockholder who files a written waiver of notice with the Secretary, signed by the person entitled to notice, whether before or after such meeting. Neither the business to be transacted at, nor the purpose of, any meeting of Stockholders need be specified in any written waiver of notice thereof. Attendance of a Stockholder at a meeting, in person or by proxy, shall constitute a waiver of notice of such meeting, except when such - Stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the grounds that the notice of such meeting was inadequate or improperly given.

SECTION 2.05. Adjournments. Whenever a meeting of Stockholders, annual or special, is adjourned to another date, time or place, notice need not be given of the adjourned meeting if the date, time and place thereof are announced at the meeting at which the adjournment is taken. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each Stockholder entitled to vote thereat. At the adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

SECTION 2.06. Quorum. Except as otherwise provided by law or the Amended and Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”), the recordholders of a majority of the Shares entitled to vote thereat, present in person or by proxy, shall constitute a quorum for the transaction of business at all meetings of Stockholders, whether annual or special. If, however, such quorum shall not be present in person or by proxy at any meeting of Stockholders, the Stockholders entitled to vote thereat may adjourn the meeting from time to time in accordance with Section 2.05 hereof until a quorum shall be present in person or by proxy.

SECTION 2.07. Voting. Each Stockholder shall be entitled to one vote for each Share held of record by such Stockholder. Except as otherwise provided by law or the Certificate of Incorporation, when a quorum is present at any meeting of Stockholders, the vote of the recordholders of a majority of the Shares constituting such quorum shall decide any question brought before such meeting.

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SECTION 2.08. Proxies. Each Stockholder entitled to vote at a meeting of Stockholders or to express, in writing, consent to or dissent from any action of Stockholders without a meeting may authorize another person or persons to act for such Stockholder by proxy. Such proxy shall be filed with the Secretary before such meeting of Stockholders or such action of Stockholders without a meeting, at such time as the Board may require. No proxy shall be voted or acted upon more than eleven months from its date, unless the proxy provides for a longer period.

SECTION 2.09. Action by Stockholders without a Meeting. Any action required by the General Corporation Law of the State of Delaware to be taken at any annual or special meeting of Stockholders, and any action which may be taken at any annual or special meeting of Stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the recordholders of Shares having not less than the minimum number of votes necessary to authorize or take such action at a meeting at which the recordholders of all Shares entitled to vote thereon were present and voted.

ARTICLE III

BOARD OF DIRECTORS

SECTION 3.01. General Powers. The business and affairs of the Corporation shall be managed by the Board, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law, the Certificate of Incorporation or these Bylaws directed or required to be exercised or done by Stockholders.

SECTION 3.02. Number and Term of Office. The number of Directors shall be one or such other number as shall be fixed from time to time by the Board. Directors need not be Stockholders. Directors shall be elected at the annual meeting of Stockholders or, if, in accordance with Section 2.01 hereof, no such annual meeting is held, by written consent in lieu of meeting pursuant to Section 2.09 hereof, and each Director shall hold office until his successor is elected and qualified, or until his earlier death or resignation or removal in the manner hereinafter provided.

SECTION 3.03. Resignation. Any Director may resign at any time by giving written notice to the Board, the Chairman or the Secretary. Such resignation shall take effect at the time specified in such notice or, if the time be not specified, upon receipt thereof by the Board, the Chairman or the Secretary, as the case may be. Unless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective.

SECTION 3.04. Removal. Any or all of the Directors may be removed, with or without cause, by the stockholders, at any time, by vote of the recordholders of a majority of the Shares then entitled to vote in the election of Directors, provided that notice of the meeting states that one of the purposes of the meeting is the removal of a director.

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SECTION 3.05. Vacancies. Vacancies occurring on the Board for any reason, including. without limitation, vacancies occurring as a result of the creation of new directorships that increase the number of Directors, may be filled by vote of the Board or by written consent of the Directors pursuant to Section 3.08 hereof. If the number of Directors then in office is less than a quorum, such other vacancies may be filled by vote of a majority of the Directors then in office or by written consent of all such Directors pursuant to Section 3.08 hereof. Unless earlier removed pursuant to Section 3.04 hereof, each Director chosen in accordance with this Section 3.05 shall hold office until the next annual election of Directors by the Stockholders and until his successor shall be elected and qualified.

SECTION 3.06. Meetings. (a) Annual Meetings. As soon as practicable after each annual election of Directors by the Stockholders, the Board shall meet for the purpose of organization and the transaction of other business, unless it shall have transacted all such business by written consent pursuant to Section 3.08 hereof.

(b) Other Meetings. Other meetings of the Board shall be held at such times as the Chairman, the President or a majority of the Board shall from time to time determine.

(c) Notice of Meetings. The Secretary shall give written notice to each Director of each meeting of the Board, which notice shall state the place, date, time and purpose of such meeting. Notice of each such meeting shall be given to each Director, if by mail, addressed to him at his residence or usual place of business, at least two days before the day on which such meeting is to be held, or shall be sent to him at such place by telecopy, telegraph, cable, or other form of recorded communication, or be delivered personally or by telephone not later than the day before the day on which such meeting is to be held. A written waiver of notice, signed by the Director entitled to notice, whether before or after the time of the meeting referred to in such waiver, shall be deemed equivalent to notice. Neither the business to be transacted at, nor the purpose of, any meeting of the Board need be specified in any written waiver of notice thereof. Attendance of a Director at a meeting of the Board shall constitute a waiver of notice of such meeting, except as provided by law.

(d) Place of Meetings. The Board may hold its meetings at such place or places within or without the State of Delaware as the Board or the Chairman may from time to time determine.

(e) Quorum and Transaction of Business. A majority of the total number of Directors then in office (but no less than one-third of the total number of Directors constituting the entire Board) shall be present in person at any meeting of the Board in order to constitute a quorum for the transaction of business at such meeting, and the vote of a majority of those Directors present at any such meeting at which a quorum is present shall be necessary for the passage of any resolution or act of the Board, except as otherwise expressly required by law, the Certificate of Incorporation or these Bylaws. In the absence of a quorum for any such meeting, a majority of the Directors present thereat may adjourn such meeting from time to time until a quorum shall be present.

(f) Organization. At each meeting of the Board, one of the following shall act as chairman of the meeting and preside, in the following order of precedence:

(i) the Chairman

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(ii) the President (if he or she is a Director);

(iii) any Director chosen by a majority of the Directors present.

The Secretary, or in the case of his absence, any person (who shall be an Assistant Secretary, if an Assistant Secretary is present) whom the chairman of the meeting shall appoint shall act as secretary of such meeting and keep the minutes thereof.

SECTION 3.07. Committees of the Board. The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of two or more Directors. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another Director to act at the meeting in the place of any such absent or disqualified member. Any committee of the Board, to the extent provided in the resolution of the Board designating such committee, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; provided, however, that no such committee shall have such power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the Stockholders the sale, lease or exchange of all or substantially all the Corporation’s property and assets, recommending to the Stockholders a dissolution of the Corporation or the revocation of a dissolution, or amending these By-laws; provided further, however, that, unless expressly so provided in the resolution of the Board designating such committee, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and merger. Each committee of the Board shall keep regular minutes of its proceedings and report the same to the Board when so requested by the Board, or if any action is taken, then such committee shall report to the Board at its next meeting following such committee meeting.

SECTION 3.08. Action without a Meeting. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by all the members of the Board or such committee. Any action taken under this Section shall be deemed effective when the last director signs the consent, unless the consent specifies otherwise.

SECTION 3.09. Action by Means of Telephone or Similar Communications Equipment. Any one or more members of the Board, or of any committee thereof, may participate in a meeting of the Board or such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

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SECTION 3.10. Compensation. Unless otherwise restricted by the Certificate of Incorporation, the Board may determine the compensation of Directors. In addition, as determined by the Board, Directors may be reimbursed by the Corporation for their expenses, if any, in the performance of their duties as Directors. No such compensation or reimbursement shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefore.

ARTICLE IV

OFFICERS

SECTION 4.01. Officers. The officers of the Corporation shall be the Chairman, the President, the Secretary and a Treasurer and may include one or more Vice Presidents and one or more Assistant Secretaries and one or more Assistant Treasurers. Any two or more offices may be held by the same person.

SECTION 4.02. Authority and Duties. All officers shall have such authority and perform such duties in the management of the Corporation as may be provided in these By-laws or, to the extent not so-provided, by resolution of the Board.

SECTION 4.03. Term of Office, Resignation and Removal. (a) Each officer shall be appointed by the Board and shall hold office for such term as may be determined by the Board. Each officer shall hold office until his successor has been appointed and qualified or his earlier death or resignation or removal in the manner hereinafter provided. The Board may require any officer to give security for the faithful performance of his duties.

(b) Any officer may resign at any time by giving written notice to the Board, the Chairman, the President or the Secretary. Such resignation shall take effect at the time specified in such notice or, if the time be not specified, upon receipt thereof by the Board, the Chairman, the President or the Secretary, as the case may be. Unless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective.

(c) All officers and agents appointed by the Board shall be subject to removal, with or without cause, at any time by the Board.

SECTION 4.04. Vacancies. Any vacancy occurring in any office of the Corporation. for any reason, shall be filled by action of the Board. Unless earlier removed pursuant to Section 4.03 hereof, any officer appointed by the Board to fill any such vacancy shall serve only until such time as the unexpired term of his predecessor expires unless reappointed by the Board.

SECTION 4.05. The Chairman. The Chairman shall call special meetings of the Board and, if present, shall preside at all meetings of Stockholders and all meetings of the Board, as provided in Section 3.06(f) hereof. The Chairman shall perform all duties incidental to the office of Chairman of the Board and all such other duties as may from time to time be assigned to him by the Board or these Bylaws.

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SECTION 4.06. The President. The President shall be the chief executive officer of the Corporation and shall have general and active management and control of the business and affairs of the Corporation, subject to the control of the Board, and shall see that all orders and resolutions of the Board are carried into effect. The President shall perform all duties incident to the office of President and all such other duties as may from time to time be assigned to him by the Board or these Bylaws.

SECTION 4.07. Vice Presidents. Vice Presidents, if any, in order of their seniority or in any other order determined by the Board, shall generally assist the President and perform such other duties as the Board or the President shall prescribe, and in the absence or disability of the President, shall perform the duties and exercise the powers of the President.

SECTION 4.08. The Secretary. The Secretary shall, to the extent practicable, attend all meetings of the Board and all meetings of Stockholders and shall record all votes and the minutes of all proceedings in a book to be kept for that purpose, and shall perform the same duties for any committee of the Board when so requested by such committee. He shall give or cause to be given notice of all meetings of Stockholders and of the Board, shall perform such other duties as may be prescribed by the Board, the Chairman or the President and shall act under the supervision of the Chairman. He shall keep in safe custody the seal of the Corporation and affix the same to any instrument that requires that the seal be affixed to it and which shall have been duly authorized for signature in the name of the Corporation and, when so affixed, the seal shall be attested by his signature or by the signature of the Treasurer of the Corporation (the “Treasurer”) or an Assistant Secretary or Assistant Treasurer of the Corporation. He shall keep in safe custody the certificate books and stockholder records and such other books and records of the Corporation as the Board, the Chairman or the President may direct and shall perform all other duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board, the Chairman or the President.

SECTION 4.09. Assistant Secretaries. Assistant Secretaries of the Corporation (“Assistant Secretaries”), if any, in order of their seniority or in any other order determined by the Board, shall generally assist the Secretary and perform such other duties as the Board or the Secretary shall prescribe, and, in the absence or disability of the Secretary, shall perform the duties and exercise the powers of the Secretary.

SECTION 4.10. The Treasurer. The Treasurer shall have the care and custody of all the funds of the Corporation and shall deposit such funds in such banks or other depositories as the Board, or any officer or officers, or any officer and agent jointly, duly authorized by the Board, shall, from time to time, direct or approve. He shall disburse the funds of the Corporation under the direction of the Board and the President. He shall keep a full and accurate account of all moneys received and paid on account of the Corporation and shall render a statement of his accounts whenever the Board, the Chairman or the President shall so request. He shall perform all other necessary actions and duties in connection with the administration of the financial affairs of the Corporation and shall generally perform all the duties usually appertaining to the office of treasurer of a corporation, When required by the Board, he shall give bonds for the faithful discharge of his duties in such sums and with such sureties as the Board shall approve.

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SECTION 4.11. Assistant Treasurers. Assistant Treasurers of the Corporation (“Assistant Treasurers”), if any, in order of their seniority or in any other order determined by the Board, shall generally assist the Treasurer and perform such other duties as the Board or the Treasurer shall prescribe, and, in the absence or disability of the Treasurer, shall perform the duties and exercise the powers of the Treasurer.

ARTICLE V

CHECKS, DRAFTS, NOTES, AND PROXIES

SECTION 5.01. Checks, Drafts and Notes. All checks, drafts and other orders for the payment of money, notes and other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall be determined, from time to time, by resolution of the Board.

SECTION 5.02. Execution of Proxies. The Chairman or the President, or in the absence or disability of either of them, any Vice President, may authorize, from time to time, the execution and issuance of proxies to vote shares of stock or other securities of other corporations held of record by the Corporation and the execution of consents to action taken or to be taken by any such corporation. All such proxies and consents, unless otherwise authorized by the Board, shall be signed in the name of the Corporation by the Chairman, the President or any Vice President.

ARTICLE VI

SHARES AND TRANSFERS OF SHARES

SECTION 6.01. Certificates Evidencing Shares. Shares shall be evidenced by certificates in such form or forms as shall be approved by the Board. If such a certificate is manually signed by a designated officer, any other signature on the certificate may be a facsimile. In the event any such officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to hold such office or to be employed by the Corporation before such certificate is issued, such certificate is nevertheless valid.

SECTION 6.02. Stock Ledger. A stock ledger in one or more counterparts shall be kept by the Secretary, in which shall be recorded the name and address of each person, firm or corporation owning the Shares evidenced by each certificate evidencing Shares issued by the Corporation, the number of Shares evidenced by each such certificate, the date of issuance thereof and, in the case of cancellation, the date of cancellation. Except as otherwise expressly required by law, the person in whose name Shares stand on the stock ledger of the Corporation shall be deemed the owner and recordholder thereof for all purposes.

SECTION 6.03. Transfers of Shares. Registration of transfers of Shares shall be made only in the stock ledger of the Corporation upon request of the registered holder of such shares, or of his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary, and upon the surrender of the certificate or certificates evidencing such Shares properly endorsed or accompanied by a stock power duly executed, together with such proof of the authenticity of signatures as the Corporation may reasonably require.

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SECTION 6.04. Addresses of Stockholders. Each Stockholder shall designate to the Secretary an address at which notices of meetings and all other corporate notices may be served or mailed to such Stockholder, and, if any Stockholder shall fail to so designate such an address, corporate notices may be served upon such Stockholder by mail directed to the mailing address, if any, as the same appears in the stock ledger of the Corporation or at the last known mailing address of such Stockholder.

SECTION 6.05. Lost, Destroyed and Mutilated Certificates. Each recordholder of Shares shall promptly notify the Corporation of any loss, destruction or mutilation of any certificate or certificates evidencing any Share or Shares of which he is the recordholder. The Board may, in its discretion, cause the Corporation to issue a new certificate in place of any certificate theretofore issued by it and alleged to have been mutilated, lost, stolen or destroyed, upon the surrender of the mutilated certificate or, in the case of loss, theft or destruction of the certificate, upon satisfactory proof of such loss, theft or destruction, and the Board may, in its discretion, require the recordholder of the Shares evidenced by the lost, stolen or destroyed certificate or his legal representative to give the Corporation a bond sufficient to indemnify the Corporation against any claim made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

SECTION 6.06. Regulations. The Board may make such other rules and regulations as it may deem expedient, not inconsistent with these By-laws, concerning the issue, transfer and registration of certificates evidencing Shares.

SECTION 6.07. Fixing Date for Determination of Stockholders of Record. In order that the Corporation may determine the Stockholders entitled to notice of or to vote at any meeting of Stockholders or any adjournment thereof, or to express consent to. or to dissent from, corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix, in advance, a record date, which shall not be more than 70 days before the date of such meeting. A determination of the Stockholders entitled to notice of or to vote at a meeting of Stockholders shall apply to any adjournment of such meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

ARTICLE VII

SEAL

SECTION 7.01. Seal. The Board may provide a suitable seal containing the name of the Corporation.

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ARTICLE VIII

FISCAL YEAR

SECTION 8.01. Fiscal Year. The fiscal year of the Corporation shall end on the thirty-first day of December of each year unless changed by resolution of the Board.

ARTICLE IX

AMENDMENTS

SECTION 9.01. Amendments. Any Bylaw (including these Bylaws) may be adopted, amended or repealed by the Board.

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EX-3.21

Exhibit 3.21

RESTATED

CERTIFICATE OF INCORPORATION

OF

ATHENIAN LEASING CORPORATION

Pursuant to Sections 242 and 245 of

the General Corporation Law of

the State of Delaware

ATHENIAN LEASING CORPORATION (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “GCL”), in order to amend and restate its Certificate of Incorporation pursuant to Sections 242 and 245 of the GCL, certifies as follows:

1. The name of the Corporation is Athenian Leasing Corporation. The Corporation was originally incorporated under the name DunsGate, Inc. and its original Certificate of Incorporation was filed with the Delaware Secretary of State on August 30, 1991.

2. The Board of Directors of the Corporation, at a meeting of directors of the Corporation held on December 17, 1997 in Wilmington, Delaware, duly adopted a resolution proposing and declaring advisable the adoption of a Restated Certificate of Incorporation of the Corporation in the form hereinafter set forth in Item 7.

3. The sole stockholder of the Corporation, pursuant to the provisions of Section 228 of the GCL, duly adopted such amendment and restatement of the Certificate of Incorporation at a meeting held on December 17, 1997.

4. The authorized capital of the Corporation shall not be increased or reduced under or by reason of this amendment and restatement of the Certificate of Incorporation.

STATE OF DELAWARE        

SECRETARY OF STATE        

DIVISION OF CORPORATIONS

FILED 09:00 AM 05/26/1998

981202033 - 2272473            

5. This Restated Certificate of Incorporation restates and amends the provisions of the Certificate of Incorporation.

6. This Restated Certificate of Incorporation and the amendments made hereby were duly adopted in accordance with the applicable provisions of Sections 242 and 245 of the GCL.

7. The text of the Certificate of Incorporation is hereby amended and restated so as to read in its entirety as follows:

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RESTATED

CERTIFICATE OF INCORPORATION

OF

ATHENIAN LEASING CORPORATION

FIRST: The name of the Corporation is Athenian Leasing Corporation.

SECOND: The registered office of the Corporation in the State of Delaware is located at 1209 Orange Street, City of Wilmington, County of New Castle, State of Delaware 19801. The registered agent of the Corporation at that address is The Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware; provided that the Corporation’s activities shall be confined to the maintenance and management of its intangible investments and the collection and distribution of the income from such investments or from tangible property physically located outside Delaware, all as defined in, and in such manner to qualify for exemption from income taxation under, § 1902(b)(8) of Title 30 of the Delaware Code.

FOURTH: The Corporation shall have authority to issue one thousand (1,000) shares of common stock, having a par value of one dollar ($1.00) per share.

FIFTH: The Corporation shall indemnify directors and officers of the Corporation to the fullest extent permitted by law.

SIXTH: A director of the Corporation shall have no personal liability to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, to the full extent that such liability may be eliminated under the Delaware General Corporation Law as in effect from time to time.

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SEVENTH: The business and affairs of the Corporation shall be managed by or under the direction of the board of directors, the number of members of which shall be set forth in the bylaws of the Corporation. The directors need not be elected by ballot unless required by the bylaws of the Corporation.

EIGHTH: The books of the Corporation will be kept (subject to the provisions contained in the General Corporation Law) in the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the bylaws of the Corporation.

NINTH: the board of directors is expressly prohibited from making, amending and repealing the bylaws without the consent in writing of the holders of all shares issued and outstanding at the time.

TENTH: The corporation may not, without the consent in writing of the holders of all shares issued and outstanding at the time, amend or repeal any provision contained in this Certificate of Incorporation.

ELEVENTH: Except with respect to (i) transactions with affiliates, (ii) transactions involving assets having a value of less than $2,500 and (iii) disbursements of funds in the ordinary course of business from the Corporation’s accounts with financial institutions, the Corporation may not lease, sell, exchange, transfer, license, assign or dispose of any of the assets of the Corporation without the consent in writing of the holders of all shares issued and outstanding at the time. Nothing in this Article ELEVENTH shall restrict the disbursement of funds from the Corporation’s accounts with financial institutions as and when approved by the directors (in accordance with the bylaws).

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TWELFTH: The Corporation may not pledge any of its assets, or create a security interest in any of its assets, without the consent in writing of the holders of all shares issued and outstanding at the time.

THIRTEENTH: The Corporation shall have no power and may not be authorized by its stockholders or directors (i) to perform or omit to do any act that would prevent, inhibit, or cause the Corporation to lose its status as a corporation exempt from the Delaware Corporation Income Tax under Section 1902(b)(8) of Title 30 of the Delaware Code, or under the corresponding provision of any subsequent law, or (ii) to conduct any physical activities in any state other than Delaware which could result in the Corporation being subject to the taxing jurisdiction of any state other than Delaware.

IN WITNESS WHEREOF, Athenian Leasing Corporation has caused this Restated Certificate of Incorporation to be duly executed in its corporate name this 12^th day of May, 1998.

ATHENIAN LEASING CORPORATION
By	/s/ Gordon W. Stewart
	Gordon W. Stewart
	Secretary
	[SEAL]

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EX-3.22

Exhibit 3.22

AMENDED AND RESTATED BYLAWS

OF

ATHERNIAN LEASING CORPORATION

Adopted as of March 16, 2000

ARTICLE I – STOCKHOLDERS

Section 1. Annual Meeting.

An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held on any weekday which is not a holiday as shall be designated by the Board and stated in the notice of the meeting.

Section 2. Special Meetings.

Special meetings of the stockholders, for any purpose or purposes prescribed in the notice of the meeting, may be called by the Board of Directors, the Chairperson or the President or as otherwise provided by law or the Certificate of Incorporation, on such date, and at such time as they or he or she shall fix, and a majority of the stockholders may call a special meeting of directors in accordance with Section 4 of Article II of these Bylaws.

Section 3. Notice of Meetings.

Written notice of the place, date and time of all meetings of the stockholders shall be given, not less than ten nor more than sixty days before the date on whish the meeting is to be held, to each stockholder entitled to vote as such meeting, except as otherwise provided herein or required by law, (meaning, here and hereinafter, as required from time to time by the Delaware General Corporation Law or the Certificate of Incorporation of the corporation).

When a meeting is adjourned to another place, date or time, written notice need not

be given of the adjourned meeting if the place, date and time thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than thirty days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, written notice of the place, date, and time of the adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

Section 4. Quorum.

At any meeting of the stockholders, the holders of a majority of all of the shares of the stock entitled to voted at the meeting, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required herein or by law.

If a quorum shall fail to attend any meeting, the Chairperson of the meeting or the holders of a majority of the shares of the stock entitle to vote who are present, in person or by proxy, may adjourn the meeting to another date, time or place.

If a notice of any adjourned special meeting of stockholders is sent to all stockholders entitled to vote thereat, stating that if will be held with those present constituting a quorum, then except as otherwise required by law, those present at such adjourned meeting shall constitute a quorum, and all matters shall be determined by a majority of the votes cast at such meeting.

Section 5. Organization.

The Chairperson of the Board or, in the absence of such Chairperson, the President of the corporation or, in the President’s absence, an Executive Vice President of the corporation, or in the absence of an Executive vice President or, in the Executive Vice President’s absence, a Vice President of the corporation, or in the absence of a Vice

President, such person as may be chosen by the Board, or if not so chosen, as selected by holders of a majority of the shares entitled to vote who are present, in person or by proxy, shall call to order any meeting of the stockholders and act as Chairperson of the meeting. In the absence of the Secretary of the corporation, the Secretary of the meeting shall be such person as the Chairperson of the meeting appoints.

Section 6. Conduct of Business.

The Chairperson of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as seem to him or her in order.

Section 7. Proxies and Voting.

At any meeting of the stockholders, every stockholder entitled to vote may vote in person or by proxy authorized by an instrument in writing filed in accordance with the procedure established for the meeting.

Each stockholder shall have one vote for every share of stock entitled to vote which is registered in such stockholder’s name on the record date for the meeting, except as otherwise provided herein or required by law.

All voting, including on the election of directors, but excepting where otherwise required by law, may be by a voice vote; provided, however, that upon demand therefor by a stockholder entitled to vote or such stockholder’s proxy, a stock vote shall be taken. Every stock vote shall be taken by ballots, each of which shall state the name of the stockholder or proxy voting and such other information as may be required under the procedure established for the meeting. Every vote taken by ballots shall be counted by an inspector or inspectors appointed by the Chairperson of the meeting. No proxy shall be voted on or after three (3) years from its date, unless the proxy provides for a longer period.

All elections shall be determined by a plurality of the votes cast, and except as otherwise required by law, all other matters shall be determined by a majority of the votes cast.

Section 8. Stock List.

A complete list of stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order for each class of stock and showing the address of each such stockholder and the number of shares registered in such stockholder’s name, shall be open to the examination of any such stockholder, for any purpose germane to the meeting, during ordinary business hours for period of at least ten (10) days prior to the meeting, either at a place within the city were the meeting is to he held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where meeting is to be held.

The stock list shall also be kept at the place of the meeting during the whole time thereof and shall be open to the examination of any such stockholder who is present. This list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and number of shares held by each of them.

Section 9. Consent of Stockholders in Lieu of Meeting.

Any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not lees than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

ARTICLE II – BOARD OF DIRECTORS

Section 1. Number of Terms of Office.

The number of directors who shall constitute the whole board shall be such number as the Board of Directors shall at the time have designated, except that in the absence of any such designation, such number shall be seven (7). Each director shall be elected for a term of one year and until such director’s successor is elected and qualified, except as otherwise profiled herein or required by law.

Whenever the authorized number of directors is increased between annual meetings of the stockholder s, a majority of the directors then in office shall have the power to elect such new directors for the balance of a term and until their successors are elected and qualified. Any decrease in the authorized number of directors shall not become effective until the expiration of the term of the directors then in office unless, at the time of such decrease, there shall be vacancies on the board which are being eliminated by the decrease.

Section 2. Vacancies.

If the office of any director becomes vacant by reason of death, resignation, disqualification, removal or other cause, a majority of the directors remaining in office, although less than a quorum, may elect a successor for the unexpired term and until such director’s successor is elected and qualified.

Section 3. Regular Meetings.

Regular meetings of the Board of Directors shall be held at such place or places, on such date or dates, and at such time or times as shall have been established by the Board of Directors and publicized among all directors. A notice of each regular meeting shall not be required.

Section 4. Special Meetings.

Special meetings of the Board of Directors may be called only by the Chairperson, the President, or their respective delegates, a majority of the directors or a majority of the stockholders and shall be held at such place, on such date, on such date, and at such time as the authorized person(s) calling such meeting shall fix. Notice of the place, date, and time of each such special meeting shall be given in accordance with Article 8, Section 1 to each director, by whom it is not waived, by mailing written notice not less than five days before the meeting or by other means described in Article 8, Section 1 not less than twenty-four hours before the meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.

Section 5. Quorum.

At any meeting of the Board of Directors, fifty percent (50%) of the total number of the whole board shall constitute a quorum for all purposes. If a quorum shall fail to attend any meeting, a majority of those present may adjourn the meeting to any place, date, or time, without further notice or waiver thereof.

Section 6. Participation in Meetings by Conference Telephone.

Notwithstanding any provision of these bylaws to the contrary, members of the Board of Directors, or of any committee thereof, may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment by means of which all person participating in the meeting can hear each other and such participation shall constitute presence in person at such meeting.

Section 7. Chairperson of the Board.

The Board of Directors shall elect, at its organizational meeting and each annual

meeting, a Chairperson of the Board (the “Chairperson”), who shall be a director and who shall hold office until the next annual meeting of the Board and until such Chairperson’s successor is elected and qualified or until such Chairperson’s earlier resignation or removal by act of the Board. The Chairperson shall preside at meetings of the stockholders and the Board. In the absence of the Chairperson, the President shall preside at meetings of the stockholders and the Board, or in the President’s absence, an Executive Vice President shall so preside, or in the absence of an Executive Vice President, such person as designated by the Board of Directors in accordance with these Bylaws.

Section 8. Conduct of Business.

At any meeting of the Board of Directors, business shall be transacted in such order and manner as the Board may from time to time determine, and all matters shall be determined by the vote of a majority of the directors present, except as otherwise provided herein or required by law. Action may be taken by the Board of Directors without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors.

Section 9. Compensation of Directors.

At the option of the Board of Directors, directors may receive, pursuant to resolution of the Board of Directors, fixed fees and other compensation for their services as directors, including without limitation, their services as members of committees of the Board of Directors.

Section 10. Removal of Directors.

Any director of the corporation may be removed at any time, with or without cause, by a majority vote of the shareholders.

ARTICLE III – COMMITTEES

Section 1. Committees of the Board of Directors.

The Board of Directors, by a vote of a majority of the whole Board, may from time to time designate committees of the Board, with such lawful delegable powers and duties as it thereby confers, to serve at the pleasure of the Board and shall, for those committees and any others provided for therein, elect a director or directors to serve as the member or members, designating, if it desires, other directors as alternate members who may replace any absent or disqualified member at any meeting of the committee. Any committee so designated may exercise the power and authority of the Board of Directors to declare a dividend or to authorize the issuance of stock if the resolution, which designates the committee, or a supplemental resolution of the Board of Directors shall so provide. In the absence or disqualification of any member of any committee and any alternate member in such member’s place, the member or members of the committee present at the meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member. The Board of Directors may from time to time, suspend, alter, continue or terminate any committee or the powers and functions thereof.

Section 2. Officers’ Committees.

Subject to approval of the Board, the Chairperson may appoint, or may provide for the appointment of, committees consisting of officers or other persons, with chairpersonships, vice chairpersonships and seretaryships and such duties the powers as the Chairperson may, for time to time, designate and prescribe. The Board or the Chairperson may from time to time, suspend, alter, continue to terminate any of such committees or the powers and functions thereof.

Section 3. Conduct of Business.

Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein or required by law. Adequate provision shall be made for notice to members of all meetings; one-third of the members shall constitute a quorum unless the committee shall consist of one or two members, in which event one member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present. Action may be taken by a committee with a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of such committee.

ARTICLE IV – OFFICERS

Section 1. Generally.

The officers of the corporation shall consist of a President, a Treasurer, a Secretary and such other officers, including, for example Executive Vice President, Vice Presidents, Assistant Treasurers and Assistant Secretaries, as may from time to time be appointed by the Board of Directors. Officers shall be elected by the Board of Directors, which shall consider that subject at its first meeting after every annual meeting of stockholders. Each officer shall hold office until such officer’s successor is elected and qualified or until such officer’s earlier resignation or removal.

One person may hold more than one of the offices specified in this section and may have such other titles as the Board of Directors may determine.

Section 2. President.

The President shall be the chief executive officer of the corporation. Subject to the provision of these bylaws and to the direction of the Board of Directors, the President shall have the responsibility for the general management and control of the business and affairs of the

corporation and shall perform all duties and have all powers which are commonly incident to the office of chief executive or which are delegated to the President by the Board of Directors. The President shall have power to sign all stock certificates, contracts and other instruments of the corporation which are authorized and shall have general supervision and direction of all of the other officers, employees and agents of the Corporation.

Section 3. Executive Vice President.

There may be such number of Executive Vice Presidents as the Board of Directors shall appoint. Any such Executive Vice President shall have powers and duties as may be delegated to the Executive Vice President by the Board of Directors. Any Executive Vice President may be designated by the Board of Directors to perform the duties and exercise the powers of the President in event of the President’s absence or disability. In the absence of the Chairman and the President, an Executive Vice President shall preside at meetings of the stockholder and the Board of Directors.

Section 4. Vice President.

There may be such number of Vice Presidents as the Board of Directors shall appoint. Any such Vice President shall have such powers and duties as may be delegated to the Vice President by the Board of Directors. A Vice President may be designated by the Board of Directors to perform the duties and exercise the powers of the President in the event of the President’s absence or disability. In the absence of the Chairperson, the President, and the Executive Vice Presidents, one Vice President so designated by the Board of Directors shall preside at meetings of the stockholders and the Board of Directors.

Section 5. Treasurer/Assistant Treasurer.

The Treasurer shall have the responsibility for maintaining the financial records of

the corporation and shall have custody of all monies and securities of the corporation. The Treasurer shall make such disbursements of the funds of the corporation as are authorized and shall render from time to time an account of all such transactions and the financial condition of the corporation. The Treasurer shall also perform such other duties as the Board of Directors may from time to time prescribe. The Board of Directors may also elect an Assistant Treasurer, if deemed necessary or appropriate, who shall have such powers and duties of the Treasurer, as determined by the Board of Directors.

Section 6. Secretary/Assistant Secretary.

The Secretary shall issue all authorized notices for, and shall keep minutes of, all meetings of the stockholders and the Board of Directors. The Secretary shall have charge of the corporate books and shall perform such other duties as the Board of Directors may from time to time prescribe. The Board of Directors may also elect an Assistant Secretary, if deemed necessary or appropriate, who shall have such powers and duties of the Secretary, as determined by the Board of Directors.

Section 7. Delegate of Authority.

The Board of Directors may from time to time delegate the powers or duties of any officer to any other officers or agents, notwithstanding any provision hereof.

Section 8. Removal.

Any officer of the corporation may be removed at any time, with or without cause, by the Board of Directors.

Section 9. Action with Respect to Securities of Other Corporations.

Unless otherwise directed by the Board of Directors, the President or any Executive Vice President or any Vice President, or their respective delegates, shall have power to vote and

otherwise act on behalf of the corporation, in person or by proxy, at any meeting of stockholders of or with respect to any action of stockholders of any other corporation in which this corporation may hold securities and otherwise to exercise any and all rights and powers which this corporation may possess by reason of its ownership of securities in such other corporation.

ARTICLE V – STOCK

Section 1. Certificate of Stock.

Each stockholder shall be entitled to a certificate signed by, or in the name of the corporation by, the President and the Secretary, or such other officers as authorized by the Board, certifying the number of shares owned by such stockholder.

Section 2. Transfers of Stock.

Transfers of stock shall be made only upon the transfer books of the corporation kept at an office of the corporation or by transfer agents designated to transfer shares of the stock of the corporation. Except where a certificate is issued in accordance with Section 4 of this Article V, an outstanding certificate for the number of shares involved shall be surrendered for cancellation before a new certificate is issued therefore.

Section 3. Record Date.

In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors.

In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 4. Lost, Stolen or Destroyed Certificates.

In the event of the loss, theft, or destruction of any certificate of stock, another may be issued in its place pursuant to such regulations as the Board of Directors may establish concerning proof of such loss, theft or destruction and concerning the giving of a satisfactory bond or bonds of indemnity.

Section 5. Regulations.

The issue, transfer, conversion and registration or certificate of stock shall be governed by such other regulations as the Board of Directors may establish.

ARTICLE VI – PURPOSES AND POWERS

Section 1. Purposes and Powers.

The purpose of the corporation is to engage in any lawful act or activity for which corporation may be organized under the General Corporation Law of the State of Delaware; provided that the corporation’s activities shall be confined to the maintenance and management of its intangible investments and the collection and distribution of the income from such investments or from tangible property physical located outside Delaware, all as defined in, and in such manner to qualify for exemption from income taxation under, Section 1902(b)(8) of Title 30 of the Delaware code, or under the corresponding provision of any subsequent law; provided further that the corporation shall be empowered to conduct such other activities as permitted by said Section 1902(b)(8) or the corresponding provision of any subsequent law in such manner to qualify for exemption from income taxation under said Section 1902(b)(8) or the corresponding provision of any subsequent law. For purposes of this Section “intangible investment” shall include, without limitation, investments in stocks, bonds, notes and other debt obligations (including debt obligation of affiliated corporations), patents, patent applications, trademarks, trade names and similar types of intangible assets.

ARTICLE VII – INDEMNIFICATION AND INSURANCE

Section 1. Scope.

Except as prohibited by law, every person shall be entitled as of right to be indemnified by the corporation against reasonable expense and any liability paid or incurred by such person in connection with any actual or threatened claim, action, suit or proceeding, civil, criminal, administrative, investigative or other, whether brought by or in the right of the corporation or otherwise, by reason of such person being or having been a director or officer of the corporation

or by reason of the fact that such officer or director of the corporation is or was serving at the request of the corporation as a director, officer, employee, fiduciary or other representative of another corporation, partnership, joint venture, trust, employee benefit plan or other entity (such claim, action, suit or proceeding hereinafter being referred to as “action”). Such indemnification shall include the right to have expenses incurred by such person in connection with an action paid in advance by the corporation prior to final disposition of such action, subject to subsequent determination of the right to be indemnified. Persons who are not directors or officers of the corporation may be similarly indemnified in respect of service to the corporation or to another such entity at the request of the corporation to the extent the Board of Directors at any time determines that such person is entitled to the benefits of this Article. As used herein, “expense” shall include fees and expenses of counsel selected by such person: and “liability” shall include amounts of judgments, excise taxes, fines and penalties and amounts paid in settlement of an action.

Section 2. Means of Indemnification.

The corporation may purchase and maintain insurance to protect itself and any person eligible to be indemnified hereunder against any liability or expense asserted or incurred by such person in connection with any action, whether or not the corporation would have the power to indemnify such person against such liability or expense by law or under this Article. The corporation may create a trust fund, grant a security interest, cause a letter of credit to issued or use other means (whether or not similar to the foregoing) to ensure the payment of such sums as may become necessary to effect indemnification as provided herein.

Section 3. Agreement for Indemnification.

The corporation shall have the express authority to enter into such agreement as the Board of Directors deems appropriate for the indemnification, including advancement of expenses,

of present or future directors and officers of the corporation and other persons in connection with their service to, or status with, the corporation or any other corporation, partnership, joint venture, trust, employee benefit plan or other entity with whom such director, officer or other person is serving at the request of the corporation.

Section 4. Nature of Right of Indemnification.

The right of indemnification provided for herein (i) shall not be deemed exclusive of any other rights to which those seeking indemnification hereunder may be entitled, (ii) shall be deemed to create contractual rights in favor or persons entitled to indemnification hereunder, (iii) shall continue as to persons who have ceased to have the status pursuant to which they were entitled or were determined to be entitled to indemnification hereunder and shall inure to the benefit of the heirs and legal representative of persons entitled to indemnification hereunder and (iv) shall be applicable to actions, suits or proceedings commenced after the adoption hereof, whether arising from acts or omissions occurring before or after the adoption hereof. The rights of indemnification provided for herein may not be amended, modified or repealed so as to limit in any way the indemnification provided for herein with respect to any acts or omissions occurring prior to the effective date of any such amendment, modification or repeal.

Section 5. Non-Payment by Corporation.

In the event any indemnification or advance of expenses to which a person is entitled under this Article is not paid in full by the corporation within 30 days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim. The corporation shall promptly reimburse the claimant for all costs and expenses, including attorneys’ fees, incurred in bringing and pursuing such action, subject to the corporation’s right to recover the amount of such reimbursement in the event and to the extent that it is ultimately determined by the final judgment of a court of competent jurisdiction that the claimant is not entitled to indemnification under this Article.

ARTICLE VIII – NOTICES

Section 1. Notices.

Except as otherwise specifically provided herein or required by law, all notices required to be given to any stockholder, director, officer, employee or agent, shall be in writing and may in every instance be effectively given by hand delivery to the recipient thereof, by depositing such notice in the mails, postage paid, by sending such notice by Federal Express or similar overnight courier, by sending such notice by prepaid telegram or mailgram or by sending such notice by telecopy or similar facsimile transmissions. Any such notice shall be addressed to such stockholder, director, officer, employee, or agent at his or her last known address as the same appears on the books of the corporation. The time when such notice is received, if hand delivered dispatched, if delivered through the mails, by overnight courier, by telegram or mailgram, or by telecopy or similar facsimile shall be the time of the giving of the notice.

Section 2. Waivers.

A written waiver of any notice, signed by a stockholder, director, officer, employee or agent, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such stockholder, director, officer, employee or agent. Neither the business nor the purpose of any meeting need be specified in such a waiver.

ARTICLE IX – MISCELLANEOUS

Section 1. Corporate Seal.

The Board of Directors may provide a suitable seal, containing the name of the corporation, which seal shall be in the charge of the Secretary. Duplicates of the seal may be kept and used by the Treasurer or Secretary or by an Assistant Secretary or Assistant Treasurer.

Section 2. Reliance upon Books, Reports and Records.

Each director, each member of any committee designated by the Board of Directors, and each officer of the corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the corporation, including reports made to the corporation by any of its officers, by an independent certified public accountant, or by an appraiser selected with reasonable care.

Section 3. Fiscal Year.

The fiscal year of the corporation shall be as fixed by the Board of Directors.

Section 4. Time Periods.

In Applying any provision of these bylaws which require that an act be done or not done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar day shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included.

ARTICLE X – AMENDMENTS

Section 1. Amendments.

These bylaws may be amended, suspended or repealed in a manner consistent with law at any regular or special meeting of the Board of Directors by a vote of a majority of the entire board or at any stockholders meeting called and maintained in accordance with Article I of these bylaws. Such amendment, suspension or repeal may be evidenced by resolution or as the Board may otherwise deem appropriate.

* * *

The undersigned, Secretary of Athenian Leasing Corporation, does hereby certify that the foregoing is a true cop of the bylaws of Athenian Leasing Corporation and that the same are in full force and effect as of the date indicated above.

Dated: As of March 16, 2000

/s/ Gordon W. Stewart

Gordon W. Stewart

Secretary

[SEAL]

EX-3.23

Exhibit 3.23

CERTIFICATE OF FORMATION

OF

BDS (Canada), LLC

******

FIRST: The name of the limited liability company is BDS (Canada), LLC.

SECOND: The address of its registered office in the State of Delaware is 9 East Loockerman Street, in the City of Dover, County of Kent. The name of its Registered Agent at such address is NATIONAL CORPORATE RESEARCH, LTD.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 7^th day of October, 1998.

/s/ Ann Marie Cummins

Ann Marie Cummins,

Authorized Person

STATE OF DELWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 05:00 PM 10/07/1998

981389077 - 2953178

EX-3.24

Exhibit 3.24

OPERATING AGREEMENT

OF

BDS (Canada), LLC

ARTICLE I

OFFICES

Section 1. Principal Office - The principal office of the Company shall be as set forth in its Articles of Organization.

Section 2. Additional Offices - The Company may have such additional offices at such other place within or without the State of its organization as the Members may from time to time determine or as the business of the Company may require.

ARTICLE II

MEETINGS

Section 1. Annual Meeting - An annual meeting of Members shall be held within five (5) months after the close of the fiscal year of the Company on such date and at the time and place (either within or without the State of its organization) as shall be fixed by the Members. At the annual meeting the Members shall elect an Operating Manager and other officers and transact such other business as may properly be brought before the meeting.

Section 2. Special Meeting - A special meeting of Members may be called at any time by the Operating Manager and shall be called by the Operating Manager at the request in writing of a majority of the Members entitled to vote at such meeting. Any such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of Members shall be confined to the purposes set forth in the notice thereof.

Section 3. Notice of Meetings - Written notice of the time, place and purpose of every meeting of Members (and, if other than an annual meeting, the person or persons at whose discretion the meeting is being called), shall be given by the Operating Manager to each Member of record entitled to vote at such meeting, not less than ten nor more than fifty days prior to the date set for the meeting. Notice shall be given either personally or by mailing said notice by first class mail to each Member at his address appearing on the record book of the Company or at such other address supplied by him in writing to the Operating Manager of the Company for the purpose of receiving notice.

A written waiver of notice setting forth the purposes of the meeting for which notice is waived, signed by the person or persons entitled to such notice, whether before or after the time of the meeting stated therein, shall be deemed equivalent to the giving of such notice. The attendance by a Member at a meeting either in person or by proxy without protesting the lack of notice thereof shall constitute a waiver of notice of such Member.

OP-1

All notices given with respect to an original meeting shall extend to any and all adjournments thereof and such business as might have been transacted at the original meeting may be transacted at any adjournment thereof; no notice of any adjourned meeting need be given if an announcement of the time and place of the adjourned meeting is made at the original meeting.

Section 4. Quorum - The holders of a majority in interest of the Member present in person or represented by proxy shall be requisite and shall constitute a quorum at all meetings of members except as otherwise provided by statute or the Articles of Organization. A Member’s interest in the Company shall be in proportion to his contribution to the capital of the Company adjusted from time to time to reflect additions or withdrawals. The phrase “a majority in interest of the Members” shall mean Members who, in the aggregate, shall have Capital Contributions in excess of fifty (50%) percent of the total Capital Contributions of all of the Members. If, however, a quorum shall not be present or represented at any meeting of Members, the Members entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. When a quorum is once present to organize a meeting, such quorum is not deemed broken by the subsequent withdrawal of any Members.

Section 5. Voting - Every Member entitled to vote at any meeting shall be entitled to vote in accordance with his interest in the Company held by him of record on the date fixed as the record date for said meeting and may so vote in person or by proxy. Any Company action shall be authorized by a majority in interest of the votes cast by the Members entitled to vote thereon except as may otherwise be provided by statute, the Articles of Organization or this Operating Agreement.

Section 6. Proxies - Every proxy must be signed by the Member entitled to vote or by his duly authorized attorney-in-fact and shall be valid only if filed with the Operating Manager of the Company prior to the commencement of voting on the matter in regard to which said proxy is to be voted. No proxy shall be valid after the expiration of eleven months from the date of its execution unless otherwise expressly provided in the proxy. Every proxy shall be revocable at the pleasure of the person executing it except as otherwise provided by statute. Unless the proxy by its terms provides for a specific revocation date and except as otherwise provided by statute, revocation of a proxy shall not be effective unless and until such revocation is executed in writing by the Member who executed such proxy and the revocation is filed with the Operating Manager of the Company prior to the voting of the proxy.

Section 7. Members’ List - A list of Members as of the record date, certified by the Operating Manager of the Company shall be prepared for every meeting of Members and shall be produced by the Operating Manager thereat.

OP-2

Section 8. Inspectors at Meetings - In advance of any Members’ meeting, the Members may appoint one or more inspectors to act at the meeting or at any adjournment thereof and if not so appointed the person presiding at any such meeting may, and at the request of any Member entitled to vote thereat shall, appoint one or more inspectors. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability.

Section 9. Conduct of Meeting - All meetings of Members shall be presided over by the Operating Manager, or if he is not present, by a Member thereby chosen by the Members at the meeting. The Operating Manager or the person presiding at the meeting shall appoint any person present to act as secretary of the meeting.

ARTICLE III

COMMITTEES

The Members, by resolution of a majority in interest of the Members, may designate from among themselves one or more committees, each consisting of three or more Members, and each of which, to the extent provided in such resolution, shall have all the authority of the Members except that no such committee shall have authority as to any of the following matters:

(a) The filling of vacancies in any committee;

(b) The fixing of compensation of the Members for serving on any committee;

(c) The amendment or repeal of this Operating Agreement or the adoption of a new Operating Agreement; and

(d) The amendment or repeal of any resolution of the Members which by its terms shall not be so amendable or repealable.

The Members may designate one or more Members as alternate members of any such committee who may replace any absent member or members at any meeting of such committee.

Each such committee shall serve at the pleasure of the Members. The Members shall have the power at any time to fill vacancies in, to change the membership of, or to discharge any such committee. Committees shall keep minutes of their proceedings and shall report the same to the Members at the meeting of the Members next succeeding, and any action by the committee shall be subject to revision and alteration by the Members, provided that no rights of a third party shall be affected in any such revision or alteration.

OP-3

ARTICLE IV

OFFICERS

Section 1. Executive Officers - The officers of the Company shall be an Operating Manager, a Secretary and a Treasurer and such other officers, as the Members may determine. Any two or more offices may be held by the same person.

Section 2. Election - The Operating Manager and the other officers shall be chosen by the Members and shall hold office for the term for which elected and until their successors have been elected and qualified. The Members may from time to time appoint all such other officers, as they determine and such officers shall hold office from the time of their appointment and qualifications until the time at which theft successors are appointed and qualified. A vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the Members.

Section 3. Removal - Any officer may be removed from office by the Members at any time with or without cause.

Section 4. Delegation of Powers - The Members may from time to time delegate the powers or duties of any officer of the Company, in the event of his absence or failure to act otherwise, to any other officer or Member or person whom they may select.

Section 5. Compensation - The compensation of each officer shall be such as the Members may from time to time determine.

Section 6. Operating Manager - The Operating Manager shall be the chief executive officer of the Company and shall have general charge of the business and affairs of the Company, subject, however, to the right of the Members to confer specified powers on officers and subject generally to the direction of the Members.

Unless otherwise ordered by the Members, the Operating Manager, or in the event of his inability to act, an officer designated by the Members, shall have full power and authority on behalf of the Company to attend and to act and to vote at any meeting of security holders of companies in which the Company may hold securities, and at such meetings shall possess and may exercise any and all rights and powers incident to the ownership of such securities, and which, as the owner thereof, the Company might have possessed and exercised, if present. The Members by resolution from time to time may confer like powers upon any other person or persons.

OP-4

Section 7. Secretary - The Secretary shall keep the minutes of all meetings and record all votes of Members and committees in a book to be kept for that purpose. He shall give or cause to be given any required notice of meetings of Members or any committee, and shall be responsible for preparing or obtaining from a transfer agent appointed by the Members, the list of Members required by Article II, Section 7 hereof. He shall be the custodian of the seal of the Company and shall affix or cause to be affixed the seal to any instrument requiring it and attest the same and exercise the powers and perform the duties incident to the office of Secretary subject to the direction of the Members.

Section 8. Treasurer - Subject to the direction of the Members, the Treasurer shall have charge of the general supervision of the funds and securities of the Company and the books of account of the Company and shall exercise the powers and perform the duties incident to the office of the Treasurer. If required by the Members, he shall give the Company a bond in such sum and with such sureties as may be satisfactory to the Members for the faithful discharge of his duties.

Section 9. Other Officers - All other officers, if any, shall have such authority and shall perform such duties as may be specified from time to time by the Members.

ARTICLE V

RESIGNATIONS

Any officer of the Company or any member of any committee of the Members, may resign at any time by giving written notice to the Members, the Operating Manager or the Secretary. Any such resignation shall take effect at the time specified therein or, if the time is not specified therein, upon the receipt thereof, irrespective of whether any such resignations shall have been accepted.

ARTICLE VI

CERTIFICATES REPRESENTING MEMBERSHIP

Section 1. Form of Certificates - Each Member shall be entitled to a certificate or certificates in such form as prescribed by the Members and by any applicable statutes, which Certificate shall certify the interest of the Member in the Company. The Certificates shall be numbered and registered in the order in which they are issued and upon issuance the name in which each Certificate has been issued together with the interest in the Company represented thereby and the date of issuance shall be entered in the Membership book of the Company by the Secretary or by the transfer agent of the Company. Each certificate shall be signed by the Operating Manager and countersigned by the Secretary and shall be sealed with the Company Seal or a facsimile thereof. The signatures of the officers upon a certificate may also be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the Company itself or an employee of the Company. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before the certificate is issued, such certificate may be issued by the Company with the same effect as if the officer had not ceased to be such at the time of its issue.

OP-5

Section 2. Record Date for Members - For the purpose of determining the Members entitled to notice of, or to vote at any meeting of Members or any adjournment thereof or to express consent or dissent from any proposal without a meeting, or for the purpose of determining the Members entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the Members may fix, in advance, a date as the record date for any such determination of Members. Such date shall not be more than fifty nor less than ten days before the date of any meeting nor more than fifty days prior to any action taken without a meeting, the payment of any dividend or the allotment of any rights, or any other action. When a determination of Members of record entitled to notice of, or to vote at any meeting of Members has been made as provided in this Section, such determination shall apply to any adjournment thereof, unless the Members fix a new record date under this Section for the adjourned date.

Section 3. Members of Record - The Company shall be entitled to treat the holder of record of any Membership certificate as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such membership interest on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of its organization.

ARTICLE VII

STATUTORY NOTICES

The Members may appoint the Treasurer or any other officer of the Company to cause to be prepared and furnished to members entitled thereto any special financial notice and/or statement which may be required by any applicable statute.

ARTICLE V

FISCAL YEAR

The fiscal year of the Company shall be fixed by the Members by resolution duly adopted, and, from time to time, by resolution duly adopted the Members may alter such fiscal year.

ARTICLE IX

COMPANY SEAL

The Company seal shall have inscribed thereon the name of the Company, the year and state of its creation and the words “A Limited Liability Company” and shall be in such form and contain such other words and/or figures as the Members shall determine. The Company seal may be used by printing, engraving, lithographing, stamping or otherwise making, placing or affixing, or causing to be printed, engraved, lithographed, stamped or otherwise made, placed or affixed, upon any paper or document, by any process whatsoever, an impression, facsimile or other reproduction of said Company seal.

OP-6

ARTICLE X

BOOKS AND RECORDS

There shall be maintained at the principal office of the Company books of account of all the Company’s business and transactions.

There shall be maintained at the principal office of the company or at the office of the Company’s transfer agent a record containing the names and addresses of all Members, the number and class of membership interest held by such and the dates when they respectively became the owners of record thereof.

ARTICLE XI

INDEMNIFICATION OF OFFICERS,

EMPLOYEE AND AGENTS

Any person made or threatened to be made a party to an action or proceeding, whether civil or criminal, by reason of the fact that he, his testator or intestate, then, is, or was a manager, member, employee or agent of the Company, or then serves or has served on behalf of the company in any capacity at the request of the Company, shall be indemnified by the Company against reasonable expenses, judgments, fines and amounts actually as necessarily incurred in connection with the defense of such action or proceeding or in connection with an appeal therein, to the fullest extent permissible by the laws of the State of                     . Such right of indemnification shall not be deemed exclusive of any other rights to which such person may be entitled.

ARTICLE XII

AMENDMENTS

The Members entitled at the time to vote by vote of a majority in interest of the Members, shall have the power to amend or repeal this Operating Agreement, and to adopt a new Operating Agreement.

OP-7

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the      day of                     , 199    .

Operating Manager:	/s/ Authorized Signatory
Secretary:	/s/ Authorized Signatory
Treasurer:	/s/ Authorized Signatory
Members:	/s/ Authorized Signatory
	/s/ Authorized Signatory
	/s/ Authorized Signatory
	/s/ Authorized Signatory
	/s/ Authorized Signatory
	/s/ Authorized Signatory

OP-8

EX-3.25

Exhibit 3.25

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 04:30 PM 08/01/1995

950173471 - 259785

CERTIFICATE OF INCORPORATION

OF

BDS EUROPE, INC.

The undersigned, a natural person, for the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “General Corporation Law of the State of Delaware”), hereby certifies that:

FIRST: The name of the corporation (hereinafter the “corporation”) is BDS EUROPE, INC.

SECOND: The address, including street, number, city, and county, of the registered office of the corporation in the State of Delaware is 32 Loockerman Square, Suite L-100, City of Dover 19904, County of Kent: and the name of the registered agent of the corporation in the State of Delaware at such address is The Prentice-Hall Corporation System, Inc.

THIRD: The purpose of the corporation is to engage in any lawful act or activity for which corporation may be organized under the General Corporation Law of the State of Delaware.

FOURTH: The total number of shares of stock which the corporation shall have authority issue is one thousand, all of which are without par values. All such shares are of one class and are shares of Common Stock.

FIFTH: The name and the mailing address of the incorporator are as follows:

NAME	MAILING ADDRESS
Athena Amaxas	375 Hudson Street, 11th Floor
	New York, New York 10014

SIXTH: The corporation is to have perpetual existence.

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SEVENTH: Whenever a compromise of arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under § 291 of Title 8 of the Delaware Code or an the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under § 279 of the Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in the number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on the corporation.

EIGHTH: For the management of the business and for the conduct of the affairs of the corporation, and in further definition, limitation, and regulation of the powers of the corporation and of its directors and of its stockholders or any class thereof, as the case may be, it is further provided:

1. The management of the business and the conduct of the affairs of the corporation shall be vested in its Board of Directors. The number or directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the Bylaws. The phrase “whole Board” and the phrase “total number of directors” shall be deemed to have the same meaning, to wit, the total number of directors which the corporation would have if there were no vacancies. No election of directors need be by written ballot.

2. After the original or other Bylaws of the corporation have been adopted, amended, or repealed, as the case my be, in accordance with the provisions of § 109 of the General Corporation Law of the State of Delaware, and, after the corporation has received any payment for any of its stock, the power to adopt, amend, or repeal the Bylaws of the corporation may be exercised by the Board of Directors of the corporation; provided, however, that any provision for the classification of directors of the corporation for staggered terms pursuant to the provision of subsection (d) of § 141 of the General Corporation Law of the State of Delaware shall be set forth in an initial Bylaw or in a Bylaw adopted by the stockholders entitled to vote of the corporation unless provisions for such classification shall be set forth in this certificate of incorporation.

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3. Whenever the corporation shall be authorized to issue only one class of stock, each outstanding share shall entitle the holder thereof to notice of, and the right to vote at, any meeting of stockholders. Whenever the corporation shall be authorized to issue more than one class of stock, no outstanding share of any class of stock which is denied voting power under the provisions of the certificate of incorporation shall entitle the holder thereof to the right to vote at any meeting of stockholders except as the provisions of paragraph (2) of subsection (b) of § 242 of the General Corporation Law of the State of Delaware shall otherwise require; provided , that no share of any such class which is otherwise denied voting power shall entitle the holder thereof to vote upon the increase or decrease in the number of authorized shares of said class.

NINTH: The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by the provision of paragraph (7) of subsection (b) of the §102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented.

TENTH: The corporation shall, to the fullest extent permitted by the provisions of § 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all expenses, liabilities, or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

ELEVENTH: From time to time any of the provisions of this certificate of incorporation may be amended, altered, or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any times conferred upon the stockholders of the corporation by this certificate of incorporation are granted subject to the provisions of this Article ELEVENTH.

Signed on August 1, 1995.

/s/ Authorized Signatory

Incorporator

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CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION

OF

BDS EUROPE, INC.

It is hereby certified that:

1. The name of the corporation (hereinafter called the corporation”) is BDS EUROPE, INC.

2. The certificate of incorporation of the Corporation is hereby amended by striking out Article 1 thereof and by substituting in lieu of said article the following new Article:

“L. The name of the corporation (hereinafter called the “Corporation”) is Claritas Acquisition Sub, Inc.”

3. The amendment of the certificate of incorporation herein certified has been duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation law of the State of Delaware.

4. The effective time of the amendment herein certified shall be April 22, 1996.

Signed on April 22, 1996

/s/ Mari Jo Florio

Mari Jo Florio, Secretary

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 04/22/1996

960115826 – 2529785

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 03:00 PM 07/02/1997

971220533 – 2529785

CERTIFICATE OF AMENDMENT OF THE

CERTIFICATE OF INCORPORATION OF

CLARITAS ACQUISITION SUB, INC.

It is hereby certified that:

1. The name of the corporation is Claritas Acquisition Sub, Inc.

2. The certificate incorporation of the corporation is hereby amended by striking out Article FIRST thereof and by substituting in lieu of said Article the following new Article:

“FIRST: The name of the corporation (hereinafter called the “corporation”) is Billboard Cafés, Inc.”

3. The amendment of the certificate of incorporation herein certified has been duly adopted in accordance with the provisions of Sections 2287 and 242 of the General Corporation Law of the State Delaware.

IN WITNESS WHEREOF, I have subscribed this document on the date set forth below and do hereby affirm, under the penalties of perjury, that the statements contained therein have been examined by me and are true and correct.

Date: July 2, 1997

/s/ James A. Ross

James A. Ross,

Secretary

CERTIFICATE OF CHANGE OF LOCATION OF

REGISTERED OFFICE AND/OR REGISTERED AGENT

OF

BILLBOARD CAFES, INC.

The Board of Directors of BILLBOARD CAFES, INC. corporation of Delaware, on this 13^th day of January, A.D. 1998, do hereby resolve and order that the location of the Registered Office of this Corporation within this State be, and the same hereby is 9 East Lookerman Street, in the City of Dover, County of Kent, Zip Code 19901.

The name of the Registered Agent therein and in charge thereof upon whom process against this corporation may be served, is National Corporate Research, Ltd.

BILLBOARD CAFES, INC. A Corporation of Delaware, does hereby certify that the foregoing is a true copy of a resolution adopted by the Board of Directors at a meeting held as herein stated.

IN WITNESS WEREOF, said Corporation has caused this certificate to be signed by its Secretary, the 13^th day of January, A.D. 1998.

/s/ James A. Ross
Name:	James A. Ross
Title:	Secretary

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AM 01/16/1998

981019645 – 2529785

EX-3.26

Exhibit 3.26

BYLAWS

OF

BDS EUROPE, INC.

(a Delaware corporation)

ARTICLE I

STOCKHOLDERS

1. CERTIFICATES REPRESENTING STOCK. Certificates representing stock in the corporation shall be signed by, or in the name of, the corporation by the Chairman or Vice-Chairman of the Board of Directors, if any, or by the President or a Vice-President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the corporation. Any or all the signatures on any such certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.

Whenever the corporation shall be authorized to issue more than one class of stock or more than one series of any class of stock, and whenever the corporation shall issue any shares of its stock as partly paid stock, the certificates representing shares of any such class or series or of any such partly paid stock shall set forth thereon the statements prescribed by the General Corporation Law. Any restrictions on the transfer or registration of transfer of any shares of stock of any class or series shall be noted conspicuously on the certificate representing such shares.

The corporation may issue a new certificate of stock or uncertificated shares in place of any certificate theretofore issued by it, alleged to have been lost, stolen, or destroyed, and the Board of Directors may require the owner of the lost, stolen, or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged loss, theft, or destruction of any such certificate or the issuance of any such new certificate or uncertificated shares.

2. UNCERTIFICATED SHARES. Subject to any conditions imposed by the General Corporation Law, the Board of Directors of the corporation may provide by resolution or resolutions that some or all of any or all classes or series of the stock of the corporation shall

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be uncertified shares. Within a reasonable time after the issuance or transfer of any uncertificated shares, the corporation shall send to the registered owner thereof any written notice prescribed by the General Corporation Law.

3. FRACTIONAL SHARE INTERESTS. The corporation may, but shall not be required to, issue fractions of a share. If the corporation does not issue fractions of a share, it shall (1) arrange for the disposition of fractional interests by those entitled thereto, (2) pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined, or (3) issue scrip or warrants in registered form (either represented by a certificate or uncertificated) or bearer form (represented by a certificate) which shall entitle the holder to receive a full share upon the surrender of such scrip or warrants aggregating a full share. A certificate for a fractional share or an uncertificated fractional share shall, but scrip or warrants shall not unless otherwise provided therein, entitle the holder to exercise voting rights, to receive dividends thereon, and to participate in any of the assets of the corporation in the event of liquidation. The Board of Directors may cause scrip or warrants to be issued subject to the conditions that they shall become void if not exchanged for certificates representing the full shares or uncertificated full shares before a specified date, or subject to the conditions that the shares for which scrip or warrants are exchangeable may be sold by the corporation and the proceeds thereof distributed to the holders of scrip or warrants, or subject to any other conditions which the Board of Directors may impose.

4. STOCK TRANSFERS. Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, transfers or registration of transfers of shares of stock of the corporation shall be made only on the stock ledger of the corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation or with a transfer agent or a registrar, if any, and, in the case of shares represented by certificates, on surrender of the certificate or certificates for such shares of stock properly endorsed and the payment of all taxes due thereon.

5. RECORD DATE FOR STOCKHOLDERS. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. In order that the corporation

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may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining the stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by the General Corporation Law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the General Corporation Law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action. In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion, or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

6. MEANING OF CERTAIN TERMS. As used herein in respect of the right to notice of a meeting of stockholders or a waiver thereof or to participate or vote thereat or to consent or dissent in writing in lieu of a meeting, as the case may be, the term “share” or “shares” or “share of stock” or “shares of stock” or “stockholder” or “stockholders” refers to an outstanding share or shares of stock and to a holder or holders of record of outstanding shares of stock when the corporation is authorized to issue only one class of shares of stock, and said reference is also intended to include any outstanding share or shares of stock and any holder or holders of record of outstanding shares of stock of any class upon which or upon whom the certificate of incorporation confers such rights where there are two or more classes or series of shares of stock or upon which or upon whom the General Corporation Law confers such rights notwithstanding that the certificate of incorporation may provide for more than one class or series of shares of stock, one or more of which are limited or denied such rights thereunder; provided, however, that no such right shall vest in the event of an increase or a decrease in the authorized number of shares of stock of any class or series which is otherwise denied voting rights under the provisions of the certificate of incorporation, except as any provision of law may otherwise require.

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7. STOCKHOLDER MEETINGS.

– TIME. The annual meeting shall be held on the date and at the time fixed, from time to time, by the directors, provided, that the first annual meeting shall be held on a date within thirteen months after the organization of the corporation, and each successive annual meeting shall be held on a date within thirteen months after the date of the preceding annual meeting. A special meeting shall be held on the date and at the time fixed by the directors.

– PLACE. Annual meetings and special meetings shall be held at such place, within or without the State of Delaware, as the directors may, from time to time, fix. Whenever the directors shall fail to fix such place, the meeting shall be held at the registered office of the corporation in the State of Delaware.

– CALL. Annual meetings and special meetings may be called by the directors or by any officer instructed by the directors to call the meeting.

– NOTICE OR WAIVER OF NOTICE. Written notice of all meetings shall be given, stating the place, date, and hour of the meeting and stating the place within the city or other municipality or community at which the list of stockholders of the corporation may be examined. The notice of an annual meeting shall state that the meeting is called for the election of directors and for the transaction of other business which may properly come before the meeting, and shall (if any other action which could be taken at a special meeting is to be taken at such annual meeting) state the purpose or purposes. The notice of a special meeting shall in all instances state the purpose or purposes for which the meeting is called. The notice of any meeting shall also include, or be accompanied by, any additional statements, information, or documents prescribed by the General Corporation Law. Except as otherwise provided by the General Corporation Law, a copy of the notice of any meeting shall be given, personally or by mail, not less than ten days nor more than sixty days before the date of the meeting, unless the lapse of the prescribed period of time shall have been waived, and directed to each stockholder at his record address or at such other address which he may have furnished by request in writing to the Secretary of the corporation. Notice by mail shall be deemed to be given when deposited, with postage thereon prepaid, in the United States Mail. If a meeting is adjourned to another time, not more than thirty days hence, and/or to another place, and if an announcement of the adjourned time and/or place is made at the meeting, it shall not be necessary to give notice of the adjourned meeting unless the directors, after adjournment, fix a new record date for the adjourned meeting. Notice need not be given to any stockholder who submits a written waiver of notice signed by him before or after the time stated therein. Attendance of a stockholder at a meeting of stockholders shall constitute a waiver of notice of such meeting, except when the stockholder attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice.

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– STOCKHOLDER LIST. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city or other municipality or community where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this section or the books of the corporation, or to vote at any meeting of stockholders.

– CONDUCT OF MEETING. Meetings of the stockholders shall be presided over by one of the following officers in the order of seniority and if present and acting – the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, the President, a Vice- President, or, if none of the foregoing is in office and present and acting, by a chairman to be chosen by the stockholders. The Secretary of the corporation, or in his absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present the Chairman of the meeting shall appoint a secretary of the meeting.

– PROXY REPRESENTATION. Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally.

– INSPECTORS. The directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof. If an inspector or inspectors are not appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, if any, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspectors at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding

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and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots, or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots, or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question, or matter determined by him or them and execute a certificate of any fact found by him or them. Except as otherwise required by subsection (e) of Section 231 of the General Corporation Law, the provisions of that Section shall not apply to the corporation.

– QUORUM. The holders of a majority of the outstanding shares of stock shall constitute a quorum at a meeting of stockholders for the transaction of any business. The stockholders present may adjourn the meeting despite the absence of a quorum.

– VOTING. Each share of stock shall entitle the holder thereof to one vote. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Any other action shall be authorized by a majority of the votes cast except where the General Corporation Law prescribes a different percentage of votes and/or a different exercise of voting power, and except as may be otherwise prescribed by the provisions of the certificate of incorporation and these Bylaws. In the election of directors, and for any other action, voting need not be by ballot.

8. STOCKHOLDER ACTION WITHOUT MEETINGS. Any action required by the General Corporation Law to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Action taken pursuant to this paragraph shall be subject to the provisions of Section 228 of the General Corporation Law.

ARTICLE II

DIRECTORS

1. FUNCTIONS AND DEFINITION. The business and affairs of the corporation shall be managed by or under the direction of the Board of Directors of the corporation. The Board of Directors shall have the authority to fix the compensation of the members thereof. The use of the phrase “whole board” herein refers to the total number of directors which the corporation would have if there were no vacancies.

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2. QUALIFICATIONS AND NUMBER. A director need not be a stockholder, a citizen of the United States, or a resident of the State of Delaware. The initial Board of Directors shall consist of one person. Thereafter the number of directors constituting the whole board shall be at least one. Subject to the foregoing limitation and except for the first Board of Directors, such number may be fixed from time to time by action of the stockholders or of the directors, or, if the number is not fixed, the number shall be one. The number of directors may be increased or decreased by action of the stockholders or of the directors.

3. ELECTION AND TERM. The First Board of Directors, unless the members thereof shall have been named in the certificate of incorporation, shall be elected by the incorporator or incorporators and shall hold office until the first annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal. Any director may resign at any time upon written notice to the corporation. Thereafter, directors who are elected at an annual meeting of stockholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal. Except as the General Corporation Law may otherwise require, in the interim between annual meetings of stockholders or of special meetings of stockholders called for the election of directors and/or for the removal of one or more directors and for the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause or without cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum, or by the sole remaining director.

4. MEETINGS.

– TIME. Meetings shall beheld at such time as the Board shall fix, except that the first meeting of a newly elected Board shall be held as soon after its election as the directors may conveniently assemble.

– PLACE. Meetings shall be held at such place within or without the State of Delaware as shall be fixed by the Board.

– CALL. No call shall be required for regular meetings for which the time and place have been fixed. Special meetings may be called by or at the direction of the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, of the President, or of a majority of the directors in office.

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– NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required for regular meetings for which the time and place have been fixed. Written, oral, or any other mode of notice of the time and place shall be given for special meetings in sufficient time for the convenient assembly of the directors thereat. Notice need not be given to any director or to any member of a committee of directors who submits a written waiver of notice signed by him before or after the time stated therein. Attendance of any such person at a meeting shall constitute a waiver of notice of such meeting, except when he attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the directors need be specified in any written waiver of notice.

– QUORUM AND ACTION. A majority of the whole Board shall constitute a quorum except when a vacancy or vacancies prevents such majority, whereupon a majority of the directors in office shall constitute a quorum, provided, that such majority shall constitute at least one-third of the whole Board. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting to another time and place. Except as herein otherwise provided, and except as otherwise provided by the General Corporation Law, the vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board. The quorum and voting provisions herein stated shall not be construed as conflicting with any provisions of the General Corporation Law and these Bylaws which govern a meeting of directors held to fill vacancies and newly created directorships in the Board or action of disinterested directors.

Any member or members of the Board of Directors or of any committee designated by the Board, may participate in a meeting of the Board, or any such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.

– CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if present and acting, shall preside at all meetings. Otherwise, the Vice-Chairman of the Board, if any and if present and acting, or the President, if present and acting, or any other director chosen by the Board, shall preside.

5. REMOVAL OF DIRECTORS. Except as may otherwise be provided by the General Corporation Law, any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.

6. COMMITTEES. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board may designate one or more directors

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as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of any such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise the powers and authority of the Board of Directors in the management of the business and affairs of the corporation with the exception of any authority the delegation of which is prohibited by Section 141 of the General Corporation Law, and may authorize the seal of the corporation to be affixed to all papers which may require it.

7. WRITTEN ACTION. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

ARTICLE III

OFFICERS

The officers of the corporation shall consist of a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Directors, a Chairman of the Board, a Vice-Chairman of the Board, an Executive Vice-President, one or more other Vice-Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers with such titles as the resolution of the Board of Directors choosing them shall designate. Except as may otherwise be provided in the resolution of the Board of Directors choosing him, no officer other than the Chairman or Vice-Chairman of the Board, if any, need be a director. Any number of offices may be held by the same person, as the directors may determine.

Unless otherwise provided in the resolution choosing him, each officer shall be chosen for a term which shall continue until the meeting of the Board of Directors following the next annual meeting of stockholders and until his successor shall have been chosen and qualified.

All officers of the corporation shall have such authority and perform such duties in the management and operation of the corporation as shall be prescribed in the resolutions of the Board of Directors designating and choosing such officers and prescribing their authority and duties, and shall have such additional authority and duties as are incident to their office except to the extent that such resolutions may be inconsistent therewith. The Secretary or an Assistant Secretary of the corporation shall record all of the proceedings of all meetings and actions in writing of stockholders, directors, and committees of directors, and shall exercise such additional authority and perform such additional duties as the Board shall assign to him. Any officer may be removed, with or without cause, by the Board of Directors. Any vacancy in any office may be filled by the Board of Directors.

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ARTICLE IV

CORPORATE SEAL

The corporate seal shall be in such form as the Board of Directors shall prescribe.

ARTICLE V

FISCAL YEAR

The fiscal year of the corporation shall be fixed, and shall be subject to change, by the Board of Directors.

ARTICLE VI

CONTROL OVER BYLAWS

Subject to the provisions of the certificate of incorporation and the provisions of the General Corporation Law, the power to amend, alter, or repeal these Bylaws and to adopt new Bylaws may be exercised by the Board of Directors or by the stockholders.

I HEREBY CERTIFY that the foregoing is a full, true, and correct copy of the Bylaws of BDS EUROPE, INC., a Delaware corporation, as in effect on the date hereof.

Dated:

/s/ Authorized Signatory

Secretary of

BDS EUROPE, INC.

(SEAL)

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EX-3.27

Exhibit 3.27

STATE OF DELAWARE

CERTIFICATE OF FORMATION OF

BROADCAST DATA SYSTEMS, LLC

FIRST:	The name of the limited liability company is: BROADCAST DATA SYSTEMS, LLC.
SECOND:	The address of its registered office in the State of Delaware is 9 East Loockerman Street, in the City of Dover, County of Kent. The name of its Registered Agent at such address is National Corporate Research, Ltd.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 13^th day of August, 1998.

/s/ Mark Borino

Mark Borino

Authorized Person

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 05:00 PM 08/13/1998

981318948 – 2933401

State of Delaware

Secretary of State

Division of Corporations

Delivered 06:55 PM 01/22/2004

FILED 06:55 PM 01/22/2004

SRV 040048409 – 2933401 FILE

STATE OF DELAWARE

CERTIFICATE OF MERGER OF

DOMESTIC CORPORATION INTO

DOMESTIC LIMITED LIABILITY COMPANY

Pursuant to Title 8, Section 264(c) of the Delaware General Corporation Law and Title 6, Section 18-209 of the Limited Liability Company Act, the undersigned limited liability company executed the following Certificate of Merger:

FIRST: The name of the surviving limited liability company is Broadcast Data Systems, LLC and the name of the corporation being merged into this surviving limited liability company is Broadcast Data Support, Inc.

SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by the surviving limited liability company and the merging corporation.

THIRD: The name of the surviving limited liability company is Broadcast Data Systems, LLC.

FOURTH: The merger is to become effective on January 23, 2004.

FIFTH: The Agreement of Merger is on file at 770 Broadway, New York, NY 10003, the place of business of the surviving limited liability company.

SIXTH: A copy of the Agreement of Merger will be furnished by the surviving limited liability company on request, without cost, to any member of any constituent limited liability company or stockholder of any constituent corporation.

IN WITNESS WHEREOF, said limited liability company has caused this certificate to be signed by an authorized person, the 22^nd day of January, A.D., 2004.

By:	/s/ Frederick A. Steinmann
	Authorized Person
Name:	Frederick A. Steinmann
	Print or Type
Title:	Vice President

EX-3.28

Exhibit 3.28

OPERATING AGREEMENT

OF

Broadcast Data Systems, LLC

ARTICLE I

OFFICES

Section 1. Principal Office – The principal office of the Company shall be as set forth in its Articles of Organization.

Section 2. Additional Offices – The Company may have such additional offices at such other place within or without the State of its organization as the Members may from time to time. determine or as the business of the Company may require.

ARTICLE II

MEETINGS

Section 1. Annual Meeting – An annual meeting of Members shall be held within five (5) months after the close of the fiscal year of the Company on such date and at the time and place (either within or without the State of its organization) as shall be fixed by the Members. At the annual meeting the Members shall elect an Operating Manager and other officers and transact such other business as may properly be brought before the meeting.

Section 2. Special Meeting – A special meeting of Members may be called at any time by the Operating Manager and shall be called by the Operating Manager at the request in writing of a majority of the Members entitled to vote at such meeting. Any such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of Members shall be confined to the purposes set forth in the notice thereof.

Section 3. Notice of Meetings – Written notice of the time, place and purpose of every meeting of Members (and, if other than an annual meeting, the person or persons at whose discretion the meeting is being called), shall be given by the Operating Manager to each Member of record entitled to vote at such meeting, not less than ten nor more than fifty days prior to the date set for the meeting. Notice shall be given either personally or by mailing said notice by first—class mall to each Member at his address appearing on the record book of the Company or at such other address supplied by him in writing to the Operating Manager of the Company for the purpose of receiving notice.

A written waiver of notice setting forth the purposes of the meeting for which notice is waived, signed by the person or persons entitled to such notice, whether before or after the time of the meeting stated therein, shall be deemed equivalent to the giving of such notice. The attendance by a Member at a meeting either in person or by proxy without protesting the lack of notice thereof shall constitute a waiver of notice of such Member.

OP-1

All notices given with respect to an original meeting shall extend to any and all adjournment thereof and such business as might have been transacted at the original meeting may be transacted at any adjournments thereof; no notice of any adjourned meeting need be given if an announcement of the time and place of the adjourned meeting is made at the original meeting.

Section 4. Quorum – The holders of a majority in interest of the Members present in person or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of members except as otherwise provided by statute or the Articles of Organization. A Member’s interest in the Company shall be in proportion to his contribution to the capital of the Company adjusted from time to time to reflect additions or withdrawals. The phrase “a majority in interest of the Members” shall mean Members who, in the aggregate, shall have Capital Contributions in excess of fifty (50%) percent of the total Capital Contributions of all of the Members. If, however, a quorum shall not be present or represented at any meeting of Members, the Members entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. When a quorum is once present to organize a meeting, such quorum is not deemed broken by the subsequent withdrawals of any Members.

Section 5. Voting – Every Member entitled to vote at any meeting shall be entitled to vote in accordance with his interest in the Company held by him of record on the date fixed as the record date for said meeting and may so vote in person or by proxy. Any Company action shall be authorized by a majority in interest of the votes cast by the Members entitled to vote thereon except as may otherwise be provided by statute, the Articles of Organization or this Operating Agreement.

Section 6. Proxies – Every proxy must be signed by the Member entitled to vote or by his duly authorized attorney-in-fact and shall be valid only if filed with the Operating Manager of the Company prior to the commencement of voting on the matter in regard to which said proxy is to be voted. No proxy shall be valid after the expiration of eleven months from the date of its execution unless otherwise expressly provided in the proxy. Every proxy shall be revocable at the pleasure of the person executing it except as otherwise provided by statute. Unless the proxy by its terms provides for a specific revocation date, and except as otherwise provided by statute, revocation of a proxy shall not be effective unless and until such revocation is executed in writing by the Member who executed such proxy and the revocation is filed with the Operating Manager of the Company prior to the voting of the proxy.

Section 7. Members’ List – A list of Members as of the record date, certified by the Operating Manager of the Company shall be prepared for every meeting of Members and shall be produced by the Operating Manager thereat.

OP-2

Section 8. Inspectors at Meetings – In advance of any Members’ meeting, the Member may appoint one or more inspectors to act at the meeting or at any adjournment thereof and if not so appointed the person presiding at any such meeting may, and at the request of any Member entitled to vote thereat shall, appoint one or more inspectors. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability.

Section 9. Conduct of Meeting – All meetings of Members shall be presided over by the Operating Manager, or if he is not present, by a Member thereby chosen by the Members at the meeting. The Operating Manager or the person presiding at the meeting shall appoint any person present to act as secretary of the meeting.

ARTICLE III

COMMITTEES

The Members, by resolution of a majority in interest of the Members, may designate from among themselves one or more committees, each consisting of three or more Members, and each of which, to the extent provided in such resolution, shall have all the authority of the Members except that no such committee shall have authority as to any of the following matters:

(a) The filling of vacancies in any committee;

(b) The fixing of compensation of the Members for serving on any committee;

(c) The amendment or repeal of this Operating Agreement or the adoption of a new Operating Agreement; and

(d) The amendment or repeal of any resolution of the Members which by its terms shall not be so amendable or repealable.

The Members may designate one or more Members as alternate members of any such committee who may replace any absent member or members at any meeting of such committee.

Each such committee shall serve at the pleasure of the Members. The Members shall have the power at any time to fill vacancies in, to change the membership of, or to discharge any such committee. Committees shall keep minutes of their proceedings and shall report the same to the Members at the meeting of the Members next succeeding, and any action by the committee shall be subject to revision and alteration by the Members, provided that no rights of a third party shall be affected in any such revision or alteration.

OP-3

ARTICLE IV

OFFICERS

Section 1. Executive Officers – The officers of the Company shall be an Operating Manager, a Secretary and a Treasurer and such other officers as the Members may determine. Any two or more offices may be held by the same person.

Section 2. Election – The Operating Manager and the other officers shall be chosen by the Members and shall hold office for the term for which elected and until their successors have been elected and qualified. The Members may from time to time appoint all such other officers as they determine and such officers shall hold office from the time of their appointment and qualifications until the time at which their successors are appointed and qualified. A vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the Members.

Section 3. Removal – Any officer may be removed from office by the Members at any time with or without cause.

Section 4. Delegation of Powers – The Members may from time to time delegate the powers or duties of any officer of the Company, in the event of his absence or failure to act otherwise, to any other officer or Member or person whom they may select.

Section 5. Compensation – The compensation of each officer shall be such as the Members may from time to time determine.

Section 6. Operating Manager – The Operating Manager shall be the chief executive officer of the Company and shall have general charge of the business and affairs of the Company, subject, however, to the right of the Members to confer specified powers on officers and subject generally to the direction of the Members.

Unless otherwise ordered by the Members, the Operating Manager, or in the event of his inability to act, an officer designated by the Members, shall have full power and authority on behalf of the Company to attend and to act and to vote at any meeting of security holders of companies in which the Company may hold securities, and at such meetings shall possess and may exercise any and all rights and powers incident to the ownership of such securities, and which, as the owner thereof, the Company might have possessed and exercised, if present. The Members by resolution from time to time may confer like powers upon any other person or persons.

OP-4

Section 7. Secretary – The Secretary shall keep the minutes of all meetings and record all votes of Members and committees in a book to be kept for that purpose. He shall give or cause to be given any required notice of meetings of Members or any committee, and shall be responsible for preparing or obtaining from a transfer agent appointed by the Members, the list of Members required by Article II, Section 7 hereof. He shall be the custodian of the seal of the Company and shall affix or cause to be affixed the seal to any instrument requiring it and attest the same and exercise the powers and perform the duties incident to the office of Secretary subject to the direction of the Members.

Section 8. Treasurer – Subject to the direction of the Members, the Treasurer shall have charge of the general supervision of the funds and securities of the Company and the books of account of the Company and shall exercise the powers and perform the duties incident to the office of the Treasurer. If required by the Members, he shall give the Company a bond in such sum and with such sureties as may be satisfactory to the Members for the faithful discharge of his duties.

Section 9. Other Officers – All other officers, if any, shall have such authority and shall perform such duties as may be specified from time to time by the Members.

ARTICLE V

RESIGNATIONS

Any officer of the Company or any member of any committee of the Members, may resign at any time by giving written notice to the Members, the Operating Manager or the Secretary. Any such resignation shall take effect at the time specified therein or, if the time is not specified therein, upon the receipt thereof, irrespective of whether any such resignations shall have been accepted.

ARTICLE IV

CERTIFICATES REPRESENTING MEMBERSHIP

Section 1. Form of Certificates – Each Member shall be entitled to a certificate or certificates in such form as prescribed by the Members and by any applicable statutes, which Certificate shall certify the interest of the Member in the Company. The Certificates shall be numbered and registered in the order in which they are issued and upon issuance the name in which each Certificate has been issued together with the interest in the Company represented thereby and the date of issuance shall be entered in the Membership book of the Company by the Secretary or by the transfer agent of the Company. Each certificate shall be signed by the Operating Manager and countersigned by the Secretary and shall be sealed with the Company Seal or a facsimile thereof. The signatures of the officers upon a certificate may also be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the Company itself or an employee of the Company. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before the certificate is issued, such certificate may be issued by the Company with the same effect as if the officer had not ceased to be such at the time of its issue.

OP-5

Section 2. Record Date for Members – For the purpose of determining the Members entitled to notice of, or to vote at any meeting of Members or any adjournment thereof or to express consent or dissent from any proposal without a meeting, or for the purpose of determining the Members entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the Members may fix, in advance, a date as the record date for any such determination of Members. Such date shall not be more than fifty nor less than ten days before the date of any meeting nor more than fifty days prior to any action taken without a meeting, the payment of any dividend or the allotment of any rights, or any other action. When a determination of Members of record entitled to notice of, or to vote at any meeting of Members has been made as provided in this Section, such determination shall apply to any adjournment thereof, unless the Members fix a new record date under this Section for the adjourned date.

Section 3. Members of Record – The Company shall be entitled to treat the holder of record of any Membership certificate as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such membership interest on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of its organization.

ARTICLE VII

STATUTORY NOTICES

The Members may appoint the Treasurer or any other officer of the Company to cause to be prepared and furnished to members entitled thereto any special financial notice and/or statement which may be required by any applicable statute.

ARTICLE VIII

FISCAL YEAR

The fiscal year of the Company shall be fixed by the Members by resolution duly adopted, and, from time to time, by resolution duly adopted the Members may alter such fiscal year.

ARTICLE IX

COMPANY SEAL

The Company seal shall have inscribed thereon the name of the Company, the year and state of its creation and the words “A Limited Liability Company” and shall be in such form and contain such other words and/or figures as the Members shall determine. The Company seal may be used by printing, engraving, lithographing, stamping or otherwise making, placing or affixing, or causing to be printed, engraved, lithographed, stamped or otherwise made, placed or affixed, upon any paper or document, by any process whatsoever, an impression, facsimile or other reproduction of said Company seal.

OP-6

ARTICLE X

BOOKS AND RECORDS

There shall be maintained at the principal office of the Company books of account of all the Company’s business and transactions.

There shall be maintained at the principal office of the company or at the office of the Company’s transfer agent a record containing the names and addresses of all Members, the number and class of membership interest held by such and the dates when they respectively became the owners of record thereof.

ARTICLE XI

INDEMNIFICATION OF OFFICERS,

EMPLOYEE AND AGENTS

Any person made or threatened to be made a party to an action or proceeding, whether civil or criminal, by reason of the fact that be, his testator or intestate, then, is, or was a manager, member, employee or agent of the Company, or then serves or has served on behalf of the company in any capacity at the request of the Company, shall be indemnified by the Company against reasonable expenses, judgments, fines and amounts actually and necessarily incurred in connection with the defense of such action or proceeding or in connection with an appeal therein, to the fullest extent permissible by the laws of the State of                             . Such right of indemnification shall not be deemed exclusive of any other rights to which such person may be entitled.

ARTICLE XII

AMENDMENTS

The Members entitled at the time to vote by vote of a majority in interest of the Members, shall have the power to amend or repeal this Operating Agreement, and to adopt a new Operating Agreement.

OP-7

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the      day of             , 199    .

Operating Manager:

Secretary:	/s/ Authorized Signatory
Treasurer:	/s/ Authorized Signatory
Members:	/s/ Authorized Signatory
	/s/ Authorized Signatory
	/s/ Authorized Signatory
	/s/ Authorized Signatory
	/s/ Authorized Signatory
	/s/ Authorized Signatory

OP-8

EX-3.29

Exhibit 3.29

CERTIFICATE OF INCORPORATION

of

GEO, INC.

FIRST: The name pf the Corporation is GEO, Inc.

SECOND: The address of the registered office of the Corporation in the State of Delaware is 306 South State Street, in the City of Dover, County of Kent. The name of its registered agent at that address is The United States Corporation Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware as set forth in Title 8 of the Delaware Code (the “GCL”).

FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 1,000 shares and the par value of each of such shares is $0.01.

FIFTH: The name and mailing address of the sole incorporator is as follows:

Name	Mailing Address
Paul C. Graffagnino	c/o Skadden, Arps, Slate,
	Meagher & Flom
	919 Eighteenth Street, N.W.
	Washington, D.C. 20006

SIXTH: The following provisions are inserted for the management of the business and the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:

(1) The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

(2) The directors shall have concurrent power with the stockholders to make, alter, amend, change, add to or repeal the By-Laws of the Corporation.

(3) The number of directors of the Corporation shall be as from time to time fixed by, or in the manner provided in, the By-Laws of the Corporation. Election of directors need not be by written ballot unless the By-Laws so provide.

(4) In addition to the powers and authority hereinbefore or by statue expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the statutes of Delaware, this Certificate of Incorporation, and any By-Laws adopted by the stockholders; provided, however, that no By-Laws hereafter adopted by the stockholders

2

shall invalidate any prior act of the directors which would have been valid if such By-Laws had not been adopted.

SEVENTH: Meetings of stockholders may be held within or without the State of Delaware, as the By-Laws may provide. The books of the Corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the By-Laws of the Corporation.

EIGHTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of the GCL or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of the GCL, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such a manner as the said court

3

directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

NINTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or thereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the GCL, do make this Certificate, hereby declaring and certifying that this is my act and deed

4

and the facts herein stated are true, and accordingly have hereunto set my hand this 23^rd day of May, 1984.

/s/ Paul C. Graffagnino

Paul C. Graffagnino

Sole Incorporator

5

CERTIFICATE OF MERGER

OF

GEODEM, INC.

INTO

GEO, INC.

The undersigned corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That the name and state of incorporation of each of the constituent corporations of the merger is as follows:

Name	State of Incorporation
GEO, Inc.	Delaware
GEODEM, Inc.	Delaware

SECOND: That a plan and agreement of merger between the parties to the merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of Section 251 of the General Corporation Law of the State of Delaware.

THIRD: That the name of the surviving corporation of the merger is GEO, Inc.

FOURTH: That the certificate of incorporation of GEO, Inc., a Delaware corporation, the surviving corporation, shall be the certificate of incorporation of the surviving corporation, except that Article First shall be amended in its entirety to read as follows:

“First: The name of the corporation is Claritas Corporation.”

FIFTH: That the merger of the constituent corporations shall be effective on December 31, 1987.

SIXTH: That the executed plan and agreement of merger is on file at the principal place of business of the surviving corporation. The address of the principal place of business of the surviving corporation is 201 N. Union Street, Alexandria, Virginia 22314.

SEVENTH: That a copy of the plan and agreement of merger will be furnished by the surviving corporation, on request and without cost to any stockholder of any constituent corporation.

GEO, INC.
By:	/s/ German J. Ypma
	German J. Ypma,
	Chairman of the Board of Directors

ATTEST:
By:	/s/ Erich R. Eiselt
	Erich R. Eiselt
	Secretary

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 12/05/1991

913395383 – 2036399

CERTIFICATE OF MERGER OF

NATIONAL PLANNING DATA CORPORATION

INTO

CLARITAS CORPORATION

Pursuant to

Section 907 of the New York Business Corporation Law

and

Section 252 of the Delaware General Corporation Law

The undersigned, Charles E. Leonard, III and Erich R. Eiselt, being, respectively, the Chairman and Secretary of CLARITAS CORPORATION, a corporation duly organized and existing under and by virtue of the laws of the State of Delaware, and Charles E. Leonard, III and Erich R. Eiselt being, respectively, the President and Secretary of NATIONAL PLANNING DATA CORPORATION, a domestic corporation duly organized and existing under and by virtue of the laws of the State of New York, do hereby certify and set forth:

1. The name of each constituent corporation is as follows:

CLARITAS CORPORATION (formerly GEO, Inc.), a Delaware corporation

NATIONAL PLANNING DATA CORPORATION, a New York corporation

2. The name of the surviving corporation is CLARITAS CORPORATION.

3. The designation and number of outstanding shares of each class and series of CLARITAS CORPORATION are as follows:

Class of Securities	Number of Shares Outstanding
Common Stock	500
(par value, $0.01)

The holders of Common Stock are entitled to vote and to vote as a class.

4. The designation and number of outstanding shares of NATIONAL PLANNING DATA CORPORATION are as follows:

Class of Securities	Number of Shares Outstanding
Common Stock	1000
(par value, $100.00)

The holders of Common Stock are entitled to vote and to vote, respectively, as a class.

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 12/05/1991

913395383 – 2036399

5. Article First of the Certificate of Incorporation of Claritas Corporation is hereby amended so that Article First shall read, in its entirety, as follows:

“1. NAME. The Name of the Corporation is Claritas/NPDC, Inc. (hereinafter called the “Corporation”).”

6. There are no amendments or changes to be made in the certificate of incorporation of CLARITAS CORPORATION other than that set forth in paragraph 5, above.

7. The certificate of incorporation of CLARITAS CORPORATION was filed by the Delaware Department of State on May 29, 1984 under the name GEO, INC.

8. The certificate of incorporation of NATIONAL PLANNING DATA CORPORATION was filed by the New York Department of State on January 19, 1970.

9. An amendment to the certificate of incorporation of CLARITAS CORPORATION was filed by the Delaware Secretary of State on December 31, 1987, whereby CLARITAS CORPORATION changed its name from GEO, INC. to CLARITAS CORPORATION and made no other changes to the certificate of incorporation.

10. The merger of CLARITAS CORPORATION and NATIONAL PLANNING DATA CORPORATION (the “Merger”) was authorized with respect to both such corporations by adoption and approval of a Plan of Merger by the unanimous written consent of the Boards of Directors and sole stockholder of NATIONAL PLANNING DATA CORPORATION in accordance with Sections 708 and 615, respectively, of the Business Corporation Law and the unanimous written consent of Board of Directors and sole stockholder of CLARITAS CORPORATION in accordance with Sections 228 and 141(f) of the Delaware General Corporation Law.

11. The Merger is permitted under and is made in compliance with applicable Delaware law and New York law.

12. CLARITAS CORPORATION will not conduct business in the State of New York until such time as an application of authority has been filed with the Department of State of New York.

13. CLARITAS CORPORATION hereby consents to service of process in New York State for any action or special proceeding for the enforcement of any liability or obligation of NATIONAL PLANNING DATA CORPORATION and hereby designates the Secretary of State of New York as its agent for service of process. A copy of any such process shall be sent c/o VNU Business Information Services, Inc., 11 West 42^nd Street, New York, NY 10036, attn: Erich R. Eiselt, Esq.

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14. The effective date of the merger effected hereby shall be January 1, 1992.

IN WITNESS WHEREOF, the undersigned have executed and signed this certificate this 11^th day of October, 1991 and affirm the statements contained herein as true under penalties of perjury.

CLARITAS CORPORATION		NATIONAL PLANNING DATA CORPORATION
By:	/s/ Charles E. Leonard, III	By:	/s/ Charles E. Leonard, III
	Charles E. Leonard, III,		Charles E. Leonard, III,
	Chairman		President
By:	/s/ Erich R. Eiselt	By:	/s/ Erich R. Eiselt
	Erich R. Eiselt,		Erich R. Eiselt,
	Secretary		Secretary

-3-

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 02:30 PM 10/04/1993

683277140 – 2036399

Certificate of Amendment of Certificate of Incorporation

of

CLARITAS/NPDC, INC.

It is hereby certified that:

1. The name of the corporation (hereinafter called the “corporation”) is CLARITAS/NPDC, INC.

2. The certificate of incorporation of the corporation is hereby amended by striking out Article First thereof and by substituting in lieu of said Article the following new Article:

“1. Name. The name of the corporation is Claritas Inc. (hereinafter called the “Corporation”).”

3. The amendment of the certificate of incorporation herein certified has been duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

Signed and attested to on October 4^th, 1993.

/s/ Charles E. Leonard, III

Charles E. Leonard, III, Chairman

Attest:

/s/ Mari Jo Florio

Mari Jo Florio, Assistant Secretary

CERTIFICATE OF CHANGE OF LOCATION OF

REGISTERED OFFICE AND/OR REGISTERED AGENT

OF

CLARITAS INC.

The Board of Directors of CLARITAS INC., corporation of Delaware, on this 30^th day of September, A.D. 1997, do hereby resolve and order that the location of the Registered Office of this Corporation within this State be, and the same hereby is 9 East Loockerman Street, in City of Dover, County of Kent, Zip Code 19901.

The name of the Registered Agent therein and in charge thereof upon whom process against this corporation may be served, is National Corporate Research, Ltd.

The CLARITAS INC., a Corporation of Delaware, does hereby certify that the foregoing is a true copy of a resolution adopted by the Board of Directors at a meeting held as herein stated.

IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by its Secretary, the 30^th day of September, A.D. 1997.

/s/ James A. Ross
Name:	James A. Ross
Title:	Secretary

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 02:00 PM 10/01/1997

971331060 – 2036399

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

URBAN DECISION SYSTEMS, INC.

INTO

CLARITAS INC.

Claritas Inc., a corporation organized and existing under the laws of the State of Delaware DOES HEREBY CERTIFY:

FIRST: That this corporation was incorporated on the 29^th day of May, 1984, pursuant to the Law of the State of Delaware.

SECOND: That this corporation owns all of the outstanding shares of the stock of Urban Decision Systems, Inc. a corporation incorporated on the 25^th day of August, 1994, pursuant to the Law of the State of Delaware.

THIRD: That this corporation, by the following resolutions of its Board of Directors, duly adopted by the unanimous written consent of its members, filed with the minutes of the Board on the 15^th day of December, 1998, determined to and did merge into itself said Urban Decision Systems, Inc.:

RESOLVED, that Claritas Inc. merge, and it hereby does merge into itself said Urban Decision Systems, Inc., and assumes all of its obligations;

FURTHER RESOLVED, that the merger shall be effective on December 31, 1998.

FURTHER RESOLVED, that the proper officers of this corporation be and they hereby are directed to make and execute a Certificate of Ownership and Merger setting forth a copy of the resolutions to merge said Urban Decision Systems, Inc. and assume its liabilities and obligations, and the date of adoption thereof, and to cause the same to be filed with the Secretary of State and a certified copy recorded in the office of the Recorder of Deeds of Kent County and to do all acts and things whatsoever, whether within or without the State of Delaware, which may be in anywise necessary or proper to effect said merger.

IN WITNESS WHEREOF, said Claritas Inc. has caused this Certificate to be signed by Nancy Deck, its President and attested by James A. Ross, its Secretary, this 15^th day of December, 1998.

CLARITAS INC.
		ATTEST:
by:	/s/ Nancy Deck
	Nancy Deck, President
		by:	/s/ James A. Ross
			James A. Ross, Secretary

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 04:00 PM 12/18/1998

981491407 – 2036399

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 04:30 PM 01/07/2000

001011868 – 2036399

CERTIFICATE OF MERGER OF

NATIONAL DECISION SYSTEMS, INC.

WITH AND INTO

CLARITAS INC.

The undersigned corporation, organized and existing under and by virtue of the Georgia Business Corporation Code (the “Code”), DOES HEREBY CERTIFY:

1. Claritas Inc., a Delaware corporation (“Claritas”), is merging with and into National Decision Systems, Inc., a Georgia corporation (“NDS”) (“the “Merger”), and Claritas will be the surviving corporation following the Merger, using the name “Claritas Inc.”

2. The Articles of Incorporation of Claritas (the “Articles”) will continue after the Merger as the Articles of the surviving corporation.

3. Tho executed Agreement and Plan of Merger pursuant to which the Merger is being consummated is on file at the principal place of business of the surviving corporation. The address of the principal place of business of the surviving corporation is c/o VNU USA, INC., 1515 Broadway, 15^th Floor, New York, NY 10036.

4. A copy of the Plan of Merger will be furnished by the surviving corporation, on request and without cost, to any stockholder of any corporation that is a party to the Merger.

5. The Agreement and Plan of Merger was duly approved by the shareholders of Claritas on December 15, 1999 and by the shareholders of NDS on December 15, 1999

6. That an Agreement of Merger between the parties to the merger has been approved, adopted certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of Section 251 of the General Corporation Law of Delaware.

7. National Decision Systems, Inc. has 500 shares of common stock, par value $1.00 per share.

IN WITNESS WHEREOF, CLARITAS INC. has caused its duly authorized officer to execute and deliver this Certificate of Merger as of the 22^nd day of December, 1999.

CLARITAS INC.
By:	/s/ Robert Nascenzi
	Robert Nascenzi
	President

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 06:45 PM 06/27/2002

020420302 – 2036399

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

STRATEGIC MAPPING, INC.

INTO

CLARITAS INC.

Claritas Inc., a corporation organized and existing under the laws of the State of Delaware, DOES HEREBY CERTIFY:

FIRST: That this corporation was incorporated on May 29, 1984 under the name GEO, INC., pursuant to the General Corporation Law of the State of Delaware. On December 31, 1987, the corporation again changed its name to Claritas Corporation. On December 5, 1991 the corporation again changed its name to Claritas/NPDC, Inc. On October 4, 1993 the corporation again changed its name to Claritas Inc.

SECOND: That this corporation owns all of the outstanding shares of the stock of Strategic Mapping, Inc. a corporation incorporated on February 3, 1986, pursuant to the corporation laws of the State of California.

THIRD: That this corporation, by the following resolutions of its Board of Directors, duly adopted on May 9, 2002 determined to and did merge into itself said Strategic Mapping, Inc.:

RESOLVED, that Claritas Inc, merge, and it hereby does merge into itself said Strategic Mapping, Inc., a California corporation and wholly-owned subsidiary of the Corporation and assumes all of its obligations; and it is further

RESOLVED that the merger shall be effective upon the date of filing with the Secretary if State of Delaware; and it is further

RESOLVED that the terms and conditions of the merger are as follows:

FIRST: Claritas Inc. hereby merges into itself Strategic Mapping, Inc. and said Strategic Mapping, Inc. shall be and hereby is merged into Claritas Inc., which shall be the surviving corporation.

SECOND: The Certificate of Incorporation of Claritas Inc., which is the surviving corporation, as heretofore amended and as in effect on the date of the merger provided for in this Agreement, shall continue in full force and effect as the Certificate of Incorporation of the corporation surviving this merger.

THIRD: The manner of converting the outstanding shares of the capital stock of each of the constituent corporations into the shares or other securities of the surviving corporation shall be as follows: the outstanding shares of common stock of the merged corporation shall be cancelled and no shares of the surviving corporation shall be issued in exchange therefor.

FOURTH: The terms and conditions of the merger are as follows:

(a) The bylaws of the surviving corporations as they shall exist on the effective date of this merger shall be and remain the bylaws of the surviving corporation until the same shall be altered, amended or repealed as therein provided.

(b) The directors and officers of the surviving corporation shall continue in office until the next annual meeting of stockholders and until their successors shall have been elected and qualified.

(c) Upon the merger becoming effective, all the property, rights, privileges, franchises, patents, trademarks, licenses, registrations and other assets of every kind and description of the merged corporation shall be transferred to, vested in and devolve upon the surviving corporation without further act or deed and all property, rights, and every other interest of the surviving corporation and the merged corporation shall be as effectively the property of the surviving corporation as they were of the surviving corporation and the merged corporation respectively. The merged corporation hereby agrees from time to time, as and when requested by the surviving corporation or by its successors or assigns, to execute and deliver or cause to be executed and delivered all such deeds and instruments and to take or cause to be taken such further or other action as the surviving corporation may deem necessary or desirable in order to vest in and confirm to the surviving corporation title to and possession of any property of the merged corporation acquired or to be acquired by reason of or as a result of the merger herein provided for and otherwise to carry out the intent and purposes hereof and the proper officers and directors of the merged corporation and the proper officers and directors of the surviving corporation are fully authorized in the name of the merged corporation or otherwise to take any and all such action.

and it is further

RESOLVED that the proper officers of this corporation be and they hereby are directed to make and execute a Certificate of Ownership and Merger setting forth a copy of the resolutions to merge said Strategic Mapping, Inc. and assume its liabilities and obligations, and the date of adoption thereof, and to cause the same to be filed with the Secretary of State and a certified copy recorded in the office of the Recorder of Deeds of Kent County and to do all acts and things whatsoever, whether within or without the State of Delaware, which may be in anywise necessary or proper to effect said merger.

RESOLVED that the proper officers of this corporation be and they hereby are directed to make and execute Articles of Merger setting forth a copy of the resolutions to merge said Strategic Mapping, Inc. and assume its liabilities and obligations, and the date of adoption thereof, and to cause the same to be filed with the Secretary of State of California and to do all acts and things whatsoever, whether within or without the State of California, which may be in anywise necessary or proper to effect said merger.

IN WITNESS WHEREOF, said Claritas Inc., has caused this Certificate to be signed by Frederick A. Steinmann, its Vice President this 9^th day of May 2002.

CLARITAS INC.
by:	/s/ Frederick A. Steinmann
	Frederick A. Steinmann
	Vice President

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

DELIVERED 03:53 PM 01/08/2004

FILED 03:45 PM 01/08/2004

SRV 040014643 – 2036399 FILE

STATE OF DELAWARE

CERTIFICATE OF MERGER OF

DOMESTIC CORPORATIONS

Pursuant to Title 8, Section 251(c) of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:

FIRST: The name of the surviving corporation is Claritas Inc., and the name of the corporation being merged into this surviving corporation is National Research Bureau, Inc.

SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations.

THIRD: The name of the surviving corporation is Claritas Inc., a Delaware corporation.

FOURTH: The Certificate of Incorporation of the surviving corporation shall be its Certificate of Incorporation.

FIFTH: The merger is to become effective on January 8, 2004.

SIXTH: The Agreement of Merger is on file at 770 Broadway, New York, NY 10003, the place of business of the surviving corporation.

SEVENTH: A copy of this Agreement of Merger will be furnished by the surviving corporation on request, without cost, to any stockholder for the constituent corporations.

IN WITNESS WHEREOF, said surviving corporation has caused this certificate to be signed by an authorized officer, the 7^th day of January, A.D., 2004.

By:	/s/ Frederick A. Steinmann
	Authorized Officer
Name:	Frederick A. Steinmann
	Print or Type
Title:	Vice President

EX-3.30

Exhibit 3.30

BY-LAWS

OF

GEO, INC.

(hereinafter called the “Corporation”)

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office of the Corporation shall be in the City of Dover, County of Kent, State of Delaware.

Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Place of Meetings. Meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, either within or without the State of Delaware as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual Meetings. The Annual Meetings of Stockholders shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which meetings the stockholders shall elect by a plurality vote a Board of Directors, and transact such other business as may properly be brought before the meeting. Written notice of the Annual Meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.

Section 3. Special Meetings. Unless otherwise prescribed by law or by the Certificate of Incorporation, Special Meetings of Stockholders, for any purpose or purposes, may be called by either (i) the Chairman, if there be one, (ii) the President, (iii) any Vice-President, if there be one, (iv) the Secretary or (v) any Assistant Secretary, if there be one, and shall be called by any such officer at the request in writing of a majority of the Board of Directors or at the request in writing of stockholders owning a majority of the capital stock of the Corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Written

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notice of a Special Meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting.

Section 4. Quorum. Except as otherwise provided by law or by the Certificate of Incorporation, the holders of a majority of the capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder entitled to vote at the meeting.

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Section 5. Voting. Unless otherwise required by law, the Certificate of Incorporation or these By-Laws, any question brought before any meeting of stockholders shall be decided by the vote of the holders of a majority of the stock represented and entitled to vote thereat. Each stockholder represented at a meeting of stockholders shall be entitled to cast one vote for each share of the capital stock entitled to vote thereat held by such stockholder. Such votes may be cast in person or by proxy but no proxy shall be voted on or after three years from its date, unless such proxy provides for a longer period. The Board of Directors, in its discretion, or the officer of the Corporation presiding at a meeting of stockholders, in his discretion, may require that any votes cast at such meeting shall be cast by written ballot.

Section 6. Consent of Stockholders in Lieu of Meeting. Unless otherwise provided in the Certificate of Incorporation, any action required or permitted to be taken at any Annual or Special Meeting of Stockholders of the Corporation, maybe taken without a meeting, without prior notice and without a vote, if a consent in writing,

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setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

Section 7. List of Stockholders Entitled to Vote. The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list

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shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder of the Corporation who is present.

Section 8. Stock Ledger. The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 7 of this Article II or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

ARTICLE III

DIRECTORS

Section 1. Number and Election of Directors. The Board of Directors shall consist of not less than one nor more than fifteen members, the exact number of which shall initially be fixed by the Incorporator and thereafter from time to time by the Board of Directors. Except as provided in Section 2 of this Article, directors shall be elected by a plurality of the votes cast at Annual Meetings of Stockholders, and each director so elected shall hold office until the next Annual Meeting and until his successor is duly elected and qualified, or until his earlier resignation or removal. Any director may resign at any time upon notice to the Corporation. Directors need not be stockholders.

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Section 2. Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and qualified, or until their earlier resignation or removal.

Section 3. Duties and Powers. The business of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws directed or required to be exercised or done by the stockholders.

Section 4. Meetings. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Delaware. Regular meetings of the Board of Directors may be held without notice at such time and at such place as may from time to time be determined by the Board of Directors. Special meetings of the Board of Directors may be called

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by the Chairman, if there be one, the President, or any director. Notice thereof stating the place, date and hour of the meeting shall be given to each director either by mail not less than forty-eight (48) hours before the date of the meeting, by telephone or telegram on twenty-four (24) hours’ notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances.

Section 5. Quorum. Except as may be otherwise specifically provided by law, the Certificate of Incorporation or these By-Laws, at all meetings of the Board of Directors, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 6. Actions of Board. Unless otherwise provided by the Certificate of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee

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thereof may be taken without a meeting, if all the members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

Section 7. Meetings by Means of Conference Telephone. Unless otherwise provided by the Certificate of Incorporation or these By-Laws, members of the Board of Directors of the Corporation, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 7 shall constitute presence in person at such meeting.

Section 8. Committees. The Board of Directors may, by resolution passed by a majority of the entire Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. In the absence or

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disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. Any committee, to the extent allowed by law and provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation. Each committee shall keep regular minutes and report to the Board of Directors when required.

Section 9. Compensation. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

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Section 10. Interested Directors. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose if (i) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (ii) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the shareholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the shareholders; or

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(iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof or the shareholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

ARTICLE IV

OFFICERS

Section 1. General. The officers of the Corporation shall be chosen by the Board of Directors and shall be a President, a Secretary and a Treasurer. The Board of Directors, in its discretion, may also choose a Chairman Of the Board of Directors (who must be a director) and one or more Vice-Presidents, Assistant Secretaries, Assistant Treasurers and other officers. Any number of offices may be held by the same person, unless otherwise prohibited by law, the Certificate of Incorporation or these By-Laws. The officers of the Corporation need not be stockholders of the Corporation nor, except in the case of the Chairman of the Board of Directors, need such officers be directors of the Corporation.

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Section 2. Election. The Board of Directors at its first meeting held after each Annual Meeting of Stockholders shall elect the officers of the Corporation who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors; and all officers of the Corporation shall hold office until their successors are chosen and qualified, or until their earlier resignation or removal. Any officer elected by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors. The salaries of all officers of the Corporation shall be fixed by the Board of Directors.

Section 3. Voting Securities Owned by the Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the President or any Vice-President and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security

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holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incidental to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

Section 4. Chairman of the Board of Directors. The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the stockholders and of the Board of Directors. He shall be the Chief Executive Officer of the Corporation, and except where by law the signature of the President is required, the Chairman of the Board of Directors shall possess the same power as the President to sign all contracts, certificates and other instruments of the Corporation which may be authorized by the Board of Directors. During the absence or disability of the President, the Chairman of the Board of Directors shall exercise all the powers and discharge all the duties of the President. The Chairman of the Board of Directors shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him by these By-Laws or by the Board of Directors.

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Section 5. President. The President shall, subject to the control of the Board of Directors and, if there be one, the Chairman of the Board of Directors, have general supervision of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall execute all bonds, mortgages, contracts and other instruments of the Corporation requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute documents when so authorized by these By-Laws, the Board of Directors or the President. In the absence or disability of the Chairman of the Board of Directors, or if there be none, the President shall preside at all meetings of the stockholders and the Board of Directors. If there be no Chairman of the Board of Directors, the President shall be the Chief Executive Officer of the Corporation. The President shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him by these By-Laws or by the Board of Directors.

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Section 6. Vice-Presidents. At the request of the President or in his absence or in the event of his inability or refusal to act (and if there be no Chairman of the Board of Directors), the Vice-President or the Vice-Presidents if there is more than one (in the order designated by the Board of Directors) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Each Vice-President shall perform such other duties and have such other powers as the Board of Directors from time to time may prescribe. If there be no Chairman of the Board of Directors and no Vice-President, the Board of Directors shall designate the officer of the Corporation who, in the absence of the President or in the event of the inability or refusal of the President to act, shall perform. the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.

Section 7. Secretary. The Secretary Shall attend all meetings of the Board of Directors and all meetings of stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for the

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standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he shall be. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the stockholders and special meetings of the Board of Directors, and if there be no Assistant Secretary, then either the Board of Directors or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

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Section 8. Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

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Section 9. Assistant Secretaries. Except as may be otherwise provided in these By-Laws, Assistant Secretaries, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, any Vice-President, if there be one, or the Secretary, and in the absence of the Secretary or in the event of his disability or refusal to act, shall perform the duties of the Secretary, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Secretary.

Section 10. Assistant Treasurers. Assistant Treasurers, if there be any, shall perform such duties and have such powers as from time to time may he assigned to them by the Board of Directors, the President, any Vice-President, if there be one, or the Treasurer, and in the absence of the Treasurer or in the event of his disability or refusal to act, shall perform the duties of the Treasurer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Treasurer. If required by the Board of Directors, an Assistant Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful

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performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

Section 11. Other Officers. Such other officers as the Board of Directors may choose shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors. The Board of Directors may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

ARTICLE V

STOCK

Section 1. Form of Certificates. Every holder of stock in the Corporation shall be entitled to have a certificate signed, in the name of the Corporation (i) by the Chairman of the Board of Directors, the President or a Vice-President and (ii) by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation.

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Section 2. Signatures. Where a certificate is countersigned by (i) a transfer agent other than the Corporation or its employee, or (ii) a registrar other than the Corporation or its employee, any other signature on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

Section 3. Lost Certificates. The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or his legal representative, to advertise the same in such manner as the Board of Directors shall

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require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 4. Transfers. Stock of the Corporation shall be transferable in the manner prescribed by law and in these By-Laws. Transfers of stock shall be made on the books of the Corporation only by the person named in the certificate or by his attorney lawfully constituted in writing and upon the surrender of the certificate therefor, which shall be cancelled before a new certificate shall be issued.

Section 5. Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty days nor less than ten days before the date of such

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meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 6. Beneficial Owners. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.

ARTICLE VI

NOTICES

Section 1. Notices. Whenever written notice is required by law, the Certificate of Incorporation or these By-Laws, to be given to any director, member of a committee or stockholder, such notice may be given by mail, addressed to such director, member of a committee or stockholder, at his address as it appears on the

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records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Written notice may also be given personally or by telegram, telex or cable.

Section 2. Waivers of Notice. Whenever any notice is required by law, the Certificate of Incorporation or these By-Laws, to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed, by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE VII

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, and may be paid in cash, in property, or in shares of the capital stock. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet

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contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve.

Section 2. Disbursements. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Section 3. Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 4. Corporate Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE VIII

INDEMNIFICATION

Section 1. Power to Indemnify in Actions, Suits or Proceedings Other Than Those by or in the Right of the Corporation. Subject to Section 3 of this Article VIII, the Corporation shall indemnify any person who was

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or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

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Section 2. Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation. Subject to Section 3 of this Article VIII, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the Court of

27

Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 3. Authorization of Indemnification. Any indemnification under this Article VIII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case may be. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders. To the extent, however, that a director, officer, employee or agent of the Corporation has been successful on the

28

merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith, without the necessity of authorization in the specific case.

Section 4. Good Faith Defined. For purposes of any determination under Section 3 of this Article VIII, a person shall be deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his conduct was unlawful, if his action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to him by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term “another enterprise” as used in this Section 4 shall mean

29

any other corporation or any partnership, joint venture, trust or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. The provisions of this Section 4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 1 or 2 of this Article VIII, as the case may be.

Section 5. Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 3 of this Article VIII, and notwithstanding the absence of any determination thereunder, any director, officer, employee or agent may apply to any court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Sections 1 and 2 of this Article VIII. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standards of conduct set forth in Sections 1 or 2 of this Article VIII, as the case may be. Notice of any application for indemnification pursuant to this Section 5 shall be given to the Corporation promptly upon the filing of such application.

30

Section 6. Expenses Payable in Advance. Expenses incurred in defending or investigating a threatened or pending action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this Article VIII.

Section 7. Non-exclusivity and Survival of Indemnification. The indemnification provided by this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any By-Law, agreement, contract, vote of stockholders or disinterested directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified

31

in Sections 1 and 2 of this Article VIII shall be made to the fullest extent permitted by law. The provisions of this Article VIII shall not be deemed to preclude the indemnification of any person who is not specified in Sections 1 or 2 of this Article VIII but whom the Corporation has the power or obligation to indemnify under the provisions of the General Corporation Law of the State of Delaware, or otherwise. The indemnification provided by this Article VIII shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

Section 8. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power or the obligation to indemnify him against such liability under the provisions of this Article VIII.

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Section 9. Meaning of “Corporation” for Purposes of Article VIII. For purposes of this Article VIII, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article VIII with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

ARTICLE IX

AMENDMENTS

Section 1. These By-Laws may be altered, amended or repealed, in whole or in part, or new By-Laws may be adopted by the stockholders or by the Board of Directors, provided, however, that notice of such

33

alteration, amendment, repeal or adoption of new By-Laws be contained in the notice of such meeting of stockholders or Board of Directors as the case may be. All such amendments must be approved by either the holders of a majority of the outstanding capital stock entitled to vote thereon or by a majority of the entire Board of Directors then in office.

Section 2. Entire Board of Directors. As used in this Article IX and in these By-Laws generally, the term “entire Board of Directors” means the total number of directors which the Corporation would have if there were no vacancies.

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EX-3.31

Exhibit 3.31

CERTIFICATE OF INCORPORATION

of

VNU OPERATIONS CENTER, INC.

FIRST: The name of the Corporation is VNU Operations Center, Inc.

SECOND: The address of the registered office of the Corporation in the State of Delaware is 15 North Street, in the City of Dover, County of Kent. The name of its registered agent at that address is National Corporate Research, Ltd.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware as set forth in Title 8 of the Delaware Code.

FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 1,000 shares and the par value of each such shares is $0.01.

FIFTH: The name and mailing address of the sole incorporator is as follows:

Name	Mailing Address
Christopher R. Shea	c/o VNU Business Information Services, Inc. 201 N. Union Street, 2nd Floor Alexandria, VA 22314

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the GCL, do make this Certificate, hereby declaring and certifying that this is my act and deed the facts herein stated are true, had accordingly have hereunto set my hand this 13^th day of June, 1989.

/s/ Christopher R. Shea

Christopher R. Shea

Sole Incorporator

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 11/19/1996

960337449 - 2199300

CERTIFICATION OF RESTORATION AND REVIVAL OF

CERTIFICATE OF INCORPORATION OF

VNU OPERATIONS CENTER, INC.

It is hereby certified that:

1. The name of the corporation (hereinafter called the “corporation”) is VNU Operations Center, Inc.

2. The corporation was organized under the provisions of the General Corporation Law of the State of Delaware. The date of filing of its original certificate of incorporation with the Secretary of State of the State of Delaware is: June 14, 1989.

3. The address, including the street, city and county, of the registered office of the corporation in the State of Delaware and the name of the registered agent at such address are as follows: Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805, county of New Castle.

4. The corporation hereby procures a restoration and revival of its certificate of incorporation, which became inoperative by law on March 1, 1992 for failure to file annual reports and non-payment of taxes payable to the State of Delaware.

5. The certificate of incorporation of the corporation, which provides for and will continue to provide for, perpetual duration, shall, upon filing of this Certificate of Restoration and Revival of the Certificate of Incorporation in the Department of State of the State of Delaware, be restored and revived an shall become fully operative on February 29, 1992.

6. This Certificate of Restoration and Revival of the Certificate of Incorporation is filed by authority of the duly elected directors as prescribed by S4ction 312 of the General Corporation Law of the State of Delaware.

Signed on November 18, 1996.

VNU OPERATIONS CENTER, INC.
By:	/s/ Mari Jo Florio
	Mari Jo Florio
	Secretary

CERTIFICATE OF CHANGE OF LOCATION OF

REGISTERED OFFICE AND/OR REGISTERED AGENT

OF

VNU OPERATIONS CENTER, INC.

The Board of Directors of VNU OPERATIONS CENTER, INC., corporation of Delaware, on this 30^th day of September, A.D. 1997, do hereby resolve and order that the location of the Registered Office of this Corporation within this State be, and the same hereby is 9 East Loockerman Street, in the City of Dover, County of Kent, Zip Code 19901.

The name of the Registered Agent therein and in charge thereof upon whom process against this corporation may be served, is National Corporate Research, Ltd.

The VNU OPERATIONS CENTER, INC., a Corporation of Delaware, does hereby certify that the foregoing is a true copy of a resolution adopted by the Board of Directors at a meeting held as herein stated.

IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by its Secretary, the 30^th day of September, A.D. 1997.

/s/ James A. Ross

Name: James A. Ross

Title: Secretary

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 02:00 PM 10/01/1997

971331141 – 2199300

CERTIFICATE OF AMENDMENT OF THE

CERTIFICATE OF INCORPORATION OF

VNU OPERATIONS CENTER, INC.

It is hereby certified that:

1. The name of the corporation is VNU Operations Center, Inc.

2. The certificate of incorporation of the corporation is hereby amended by striking out Article FIRST thereof and by substituting in lieu of said Article the following new Article:

“FIRST: The name of the corporation (hereinafter called the “corporation”) is Consumer Research Services, Inc.”

3. The amendment of the certificate of incorporation herein certified has been duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, I have subscribed this document on the date set forth below and do hereby affirm, under the penalties of perjury, that the statements contained therein have been examined by me and are true and correct.

Date: January 4, 1998

/s/ James A. Ross

James A. Ross

Secretary

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 04:00 PM 01/12/1999

991013449 – 2199300

EX-3.32

Exhibit 3.32

BY–LAWS

OF

VNU Operations Center, Inc.

(hereinafter called the “Corporation”)

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office of the Corporation shall be in the City of Dover, County of Kent State of Delaware.

Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Place of Meetings. Meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, either within or without the State of Delaware as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual Meeting. The Annual Meetings of Stockholders shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which meetings the stockholders shall elect by a plurality vote a Board of Directors, and transact such other business as may properly be brought before the meeting. Written notice of the Annual Meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.

Section 3. Special Meetings. Unless otherwise prescribed by law or by the Certificate of Incorporation, Special Meetings of Stockholders, for any purpose or purposes, may be called by either (1) the Chairman, if there be one, (ii) the President, (iii) any Vice President, if there be one, (iv) the Secretary or (v) any Assistant Secretary, if there be one, and shall be called by any such officer at the request in writing of a majority of the Board of Directors or at the request in writing of stockholders owning a majority of the capital stock of the Corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

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Written notice of a Special Meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called shall be given not lees than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting.

Section 4. Quorum. Except as otherwise provided by law or by the Certificate of Incorporation, the holders of a majority of the capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder entitled to vote at the meeting.

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Section 5. Voting. Unless otherwise required by law, the Certificate of Incorporation or these By- Laws, any question brought before any meeting of stockholders shall be decided by the vote of the holders of a majority of the stock represented and entitled to vote thereat. Each stockholder represented at a meeting of stockholders shall be entitled to cast one vote for each share of the capital stock entitled to vote thereat held by such stockholder. Such votes may be cast in person or by prosy but no proxy shall be voted on or after three years from its date, unless such proxy provides for a longer period. The Board of Directors, in its discretion, or the officer of the Corporation presiding at a meeting of stockholders, in his discretion, may require that any votes cast at such meeting shall be cast by written ballot.

Section 6. Consent of Stockholders in Lieu of Meeting. Unless otherwise provided in the Certificate of Incorporation, any action required or permitted to be taken at any Annual or Special Meeting of Stockholders of the Corporation, may be taken without a meeting, without prior notice and without a vote, if a consent in writing,

4

setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

Section 7. List of Stockholders Entitled to Vote. The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list

5

shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder of the Corporation who is present.

Section 8. Stock Ledger. The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 7 of this Article II or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

ARTICLE III

DIRECTORS

Section 1. Number and Election of Directors. The Board of Directors shall consist of not less than one nor more than fifteen members, the exact number of which shall initially be fixed by the Incorporator and thereafter from time to time by the Board of Directors. Except as provided in Section 2 of this Article, directors shall be elected by a plurality of the votes cast at Annual Meetings of Stockholders, and each director so elected shall hold office until the next Annual Meeting and until his successor is duly elected and qualified, or until his earlier resignation or removal. Any director may resign at any time upon notice to the Corporation. Directors need not be stockholders.

6

Section 2. Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and qualified, or until their earlier resignation or removal.

Section 3. Duties and Powers. The business of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws directed or required to be exercised or done by the stockholders.

Section 4. Meetings. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Delaware. Regular meetings of the Board of Directors may be held without notice at such time and at such place as may from time to time be determined by the Board of Directors. Special meetings of the Board of Directors may be called

7

by the Chairman, if there be one, the President, or any director. Notice thereof stating the place, date and hour of the meeting shall be given to each director either by mail not less than forty-eight (48) hours before the date of the meeting, by telephone or telegram on twenty-four (24) hours’ notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances.

Section 5. Quorum. Except as may be otherwise specifically provided by law, the Certificate of Incorporation or these By-Laws, at all meetings of the Board of Directors, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 6. Actions of Board. Unless otherwise provided by the Certificate of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee

8

thereof may be taken without a meeting, if all the members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

Section 7. Meetings by Means of Conference Telephone. Unless otherwise provided by the Certificate of Incorporation or these By-Laws, members of the Board of Directors of the Corporation, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 7 shall constitute presence in person at such meeting.

Section 8. Committees. The Board of Directors may, by resolution passed by a majority of the entire Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. In the absence or

9

disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. Any committee, to the extent allowed by law and provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation. Each committee shall keep regular minutes and report to the Board of Directors when required.

Section 9. Compensation. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

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Section 10. Interested Directors. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose if (i) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (ii) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the shareholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the shareholders; or

11

(iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof or the shareholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

ARTICLE IV

OFFICERS.

Section 1. General. The officers of the Corporation shall be chosen by the Board of Directors and shall be a President, a Secretary and a Treasurer. The Board of Directors, in its discretion, may also choose a Chairman of the Board of Directors (who must be a director) and one or more Vice—Presidents, Assistant Secretaries, Assistant Treasurers and other officers. Any number of offices may be held by the same person, unless otherwise prohibited by law, the Certificate of Incorporation or these By—Laws. The officers of the Corporation need not be stockholders of the Corporation nor, except in the case of the Chairman of the Board of Directors, need such officers be directors of the Corporation.

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Section 2. Election. The Board of Directors at its first meeting held after each Annual Meeting of Stockholders shall elect the officers of the Corporation who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors; and all officers of the Corporation shall hold office until their successors are chosen and qualified, or until their earlier resignation or removal. Any officer elected by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors. The salaries of all officers of the Corporation shall be fixed by the Board of Directors.

Section 3. Voting Securities Owned by the Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the President or any Vice-President and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security

13

holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

Section 4. Chairman of the Board of Directors. The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the stockholders and of the Board of Directors. He shall be the Chief Executive Officer of the Corporation, and except where by law the signature of the President is required, the Chairman of the Board of Directors shall possess the same power as the President to sign all contracts, certificates and other instruments of the Corporation which maybe authorized by the Board of Directors. During the absence or disability of the President, the Chairman of the Board of Directors shall exercise all the powers and discharge all the duties of the President. The Chairman of the Board of Directors shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him by these By-Laws or by the Board of Directors.

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Section 5. President. The President shall, subject to the control of the Board of Directors and, if there be one, the Chairman of the Board of Directors, have general supervision of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall execute all bonds, mortgages, contracts and other instruments of the Corporation requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute documents when so authorized by these By-laws, the Board of Directors or the President. In the absence or disability of the Chairman of the Board of Directors, or if there be none, the President shall preside at all meetings of the stockholders and the Board of Directors. If there be no Chairman of the Board of Directors, the President shall be the Chief Executive Officer of the Corporation. The President shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him by these By-Laws or by the Board of Directors.

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Section 6. Vice-Presidents. At the request of the President or in his absence or in the event of his inability or refusal to act (and if there be no Chairman of the Board of Directors), the Vice-President or the Vice-Presidents if there is more than one (in the order designated by the Board of Directors) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Each Vice-President shall perform such other duties and have such other powers as the Board of Directors from time to time may prescribe. If there be no Chairman of the Board of Directors and no Vice-President, the Board of Directors shall designate the officer of the Corporation who, in the absence of the President or in the event of the inability or refusal of the President to act, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.

Section 7. Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for the

16

standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he shall be. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the stockholders and special meetings of the Board of Directors, and if there be no Assistant Secretary, then either the Board of Directors or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

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Section 8. Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

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Section 9. Assistant Secretaries. Except as may be otherwise provided in these By-Laws, Assistant Secretaries, if there be any, shall perform such duties and have such powers as from time to time way be assigned to them by the Board of Directors, the President, any Vice-President, if there be one, or the Secretary, and in the absence of the Secretary or in the event of his disability or refusal to act, shall perform the duties of the Secretary, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Secretary.

Section 10. Assistant Treasurers. Assistant Treasurers, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, any Vice-President, if there be one, or the Treasurer, and in the absence of the Treasurer or in the event of his disability or refusal to act, shall perform the duties of the Treasurer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Treasurer. If required by the Board of Directors, an Assistant Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful

19

performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

Section 11. Other Officers. Such other officers as the Board of Directors may choose shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors. The Board of Directors may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

ARTICLE V

STOCK

Section 1. Form of Certificates. Every holder of stock in the Corporation shall be entitled to have a certificate signed, in the name of the Corporation (i) by the Chairman of the Board of Directors, the President or a Vice-President and (ii) by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation.

20

Section 2. Signatures. Where a certificate is countersigned by (i) a transfer agent other than the Corporation or its employee, or (ii) a registrar other than the Corporation or its employee, any other signature on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

Section 3. Lost Certificates. The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or his legal representative, to advertise the same in such manner as the Board of Directors shall re-

21

[page 22 missing]

22

ing, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 6. Beneficial Owners. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.

ARTICLE VI

NOTICES

Section 1. Notices. Whenever written notice is required by law, the Certificate of Incorporation or these By—Laws, to be given to any director, member of a committee or stockholder, such notice may be given by mail, addressed to such director, member of a committee or stockholder, at his address as it appears on the records

23

of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Written notice may also be given personally or by telegram, telex or cable.

Section 2. Waivers of Notice. Whenever any notice is required by law, the Certificate of Incorporation or these By—Laws, to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed, by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE VII

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, and may be paid in cash, in property, or in shares of the capital stock. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet

24

contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve.

Section 2. Disbursements. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Section 3. Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 4. Corporate Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE VIII

INDEMNIFICATION

Section 1. Power to Indemnify in Actions, Suits or Proceedings other Than Those by or in the Right of the Corporation. Subject to Section 3 of this Article VIII, the Corporation shall indemnify any person who was

25

or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

26

Section 2. Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation. Subject to Section 3 of this Article VIII, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that be is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the Court of

27

Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 3. Authorization of Indemnification. Any indemnification under this Article VIII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case may be. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders. To the extent, however, that a director, officer, employee or agent of the Corporation has been successful on the merits

28

its or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith, without the necessity of authorization in the specific case.

Section 4. Good Faith Defined. For purposes of any determination under Section 3 of this Article VIII, a person shall be deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his conduct was unlawful, if his action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to him by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term “another enterprise” as used in this Section 4 shall mean

29

any other corporation or any partnership, joint venture, trust or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. The provisions of this Section 4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Sections 1 or 2 of this Article VIII, as the case may be.

Section 5. Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 3 of this Article VIII, and notwithstanding the absence of any determination thereunder, any director, officer, employee or agent may apply to any court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Sections 1 and 2 of this Article VIII. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standards of conduct set forth in Sections 1 or 2 of this Article VIII, as the case may be. Notice of any application for indemnification pursuant to this Section 5 shall be given to the Corporation promptly upon the filing of such application.

30

Section 6. Expenses Payable in Advance. Expenses incurred in defending or investigating a threatened or pending action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this Article VIII.

Section 7. Non-exclusivity and Survival of Indemnification. The indemnification provided by this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any By-Law, agreement, contract, vote of stockholders or disinterested directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified

31

in Sections 1 and 2 of this Article VIII shall be made to the fullest extent permitted by law. The provisions of this Article VIII shall not be deemed to preclude the indemnification of any person who is not specified in Sections 1 or 2 of this Article VIII but whom the Corporation has the power or obligation to indemnify under the provisions of the General Corporation Law of the State of Delaware, or otherwise. The indemnification provided by this Article VIII shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

Section 8. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power or the obligation to indemnify him against such liability under the provisions of this Article VIII.

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Section 9. Meaning of “Corporation” for Purposes of Article VIII. For purposes of this Article VIII, references to the “Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article VIII with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

ARTICLE IX

AMENDMENTS

Section 1. These By-Laws may be altered, amended or repealed, in whole or in part, or new By-Laws may be adopted by the stockholders or by the Board of Directors, provided, however, that notice of such alteration,

33

amendment, repeal or adoption of new By-Laws be contained in the notice of such meeting of stockholders or Board of Directors as the case may be. All such amendments must be approved by either the holders of a majority of the outstanding capital stock entitled to vote thereon or by a majority of the entire Board of Directors then in office.

Section 2. Entire Board of Directors. As used in this Article IX and in these By-Laws generally, the term “entire Board of Directors” means the total number of directors which the Corporation would have if there were no vacancies.

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EX-3.37

Exhibit 3.37

CERTIFICATE OF FORMATION

OF

EMIS (Canada), LLC

******

FIRST: The name of the limited liability company is EMIS (Canada), LLC.

SECOND: The address of its registered office in the State of Delaware is 9 East Loockerman Street, in the City of Dover, County of Kent. The name of its Registered Agent at such address is NATIONAL CORPORATE RESEARCH, LTD.

IN WITNESS WHEREOF, the undersigned had executed this Certificate of Formation this 7^th day of October, 1998.

/s/ Ann Marie Cummins

Ann Marie Cummins,

Authorized Person

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 05:00 PM 10/07/1998

981389073 - 2953175

EX-3.38

Exhibit 3.38

OPERATING AGREEMENT

OF

EMIS (Canada), LLC

ARTICLE I

OFFICES

Section 1. Principal Office—The principal office of the Company shall be as set forth in its Articles of Organization.

Section 2. Additional Offices—The Company may have such additional offices at such other place within or without the State of its organization as the Members may from time to time determine or as the business of the Company may require.

ARTICLE II

MEETINGS

Section 1. Annual Meeting—An annual meeting of Members shall be held within five (5) months after the close of the fiscal year of the Company on such date and at the time and place (either within or without the State of its organization) as shall be fixed by the Members. At the annual meeting the Members shall elect an Operating Manager and other officers and transact such other business as may properly be brought before the meeting.

Section 2. Special Meeting—A special meeting of Members may be called at any time by the Operating Manager and shall be called by the Operating Manager at the request in writing of a majority of the Members entitled to vote at such meeting. Any such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of Members shall be confined to the purposes set forth in the notice thereof.

Section 3. Notice of Meetings—Written notice of the time, place and purpose of every meeting of Members (and, if other than an annual meeting, the person or persons at whose discretion the meeting is being called), shall be given by the Operating Manager to each Member of record entitled to vote at such meeting, not less than ten nor more than fifty days prior to the date set for the meeting. Notice shall be given either personally or by mailing said notice by first class mail to each Member at his address appearing on the record book of the Company or at such other address supplied by him in writing to the Operating Manager of the Company for the purpose of receiving notice.

A written waiver of notice setting forth the purposes of the meeting for which notice is waived, signed by the person or persons entitled to such notice, whether before or after the time of the meeting stated therein, shall be deemed equivalent to the giving of such notice. The attendance by a Member at a meeting either in person or by proxy without protesting the lack of notice thereof shall constitute a waiver of notice of such Member.

OP-1

All notices given with respect to an original meeting shall extend to any and all adjournments thereof and such business as might have been transacted at the original meeting may be transacted at any adjournment thereof; no notice of any adjourned meeting need be given if an announcement of the time and place of the adjourned meeting is made at the original meeting.

Section 4. Quorum—The holders of a majority in interest of the Members present in person or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of members except as otherwise provided by statute or the Articles of Organization. A Member’s interest in the Company shall be in proportion to his contribution to the capital of the Company adjusted from time to time to reflect additions or withdrawals. The phrase “a majority in interest of the Members” shall mean Members who, in the aggregate, shall have Capital Contributions in excess of fifty (50%) percent of the total Capital Contributions of all of the Members. If, however, a quorum shall not be present or represented at any meeting of Members, the Members entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. When a quorum is once present to organize a meeting, such quorum is not deemed broken by the subsequent withdrawal of any Members.

Section 5. Voting—Every Member entitled to vote at any meeting shall be entitled to vote in accordance with his interest in the Company held by him of record on the date fixed as the record date for said meeting and may so vote in person or by proxy. Any Company action shall be authorized by a majority in interest of the votes cast by the Members entitled to vote thereon except as may otherwise be provided by statute, the Articles of Organization or this Operating Agreement.

Section 6. Proxies—Every proxy must be signed by the Member entitled to vote or by his duly authorized attorney-in-fact and shall be valid only if filed with the Operating Manager of the Company prior to the commencement of voting on the matter in regard to which said proxy is to be voted. No proxy shall be valid alter the expiration of eleven months from the date of its execution unless otherwise expressly provided in the proxy. Every proxy shall be revocable at the pleasure of the person executing it except as otherwise provided by statute. Unless the proxy by its terms provides for a specific revocation date and except as otherwise provided by statute, revocation of a proxy shall not be effective unless and until such revocation is executed in writing by the Member who executed such proxy and the revocation is filed with the Operating Manager of the Company prior to the voting of the proxy.

Section 7. Members’ List— A list of Members as of the record date, certified by the Operating Manager of the Company shall be prepared for every meeting of Members and shall be produced by the Operating Manager thereat.

OP-2

Section 8. Inspectors at Meetings—In advance of any Members’ meeting, the Members may appoint one or more inspectors to act at the meeting or at any adjournment thereof and if not so appointed the person presiding at any such meeting may, and at the request of any Member entitled to vote thereat shall, appoint one or more inspectors. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability.

Section 9. Conduct of Meeting—All meetings of Members shall be presided over by the Operating Manager, or if he is not present, by a Member thereby chosen by the Members at the meeting. The Operating Manager or the person presiding at the meeting shall appoint any person present to act as secretary of the meeting.

ARTICLE III

COMMITTEES

The Members, by resolution of a majority in interest of the Members, may designate from among themselves one or more committees, each consisting of three or more Members, and each of which, to the extent provided in such resolution, shall have all the authority of the Members except that no such committee shall have authority as to any of the following matters:

(a) The filling of vacancies in any committee;

(b) The fixing of compensation of the Members for serving on any committee;

(c) The amendment or repeal of this Operating Agreement or the adoption of a new Operating Agreement; and

(d) The amendment or repeal of any resolution of the Members which by its terms shall not be so amendable or repealable.

The Members may designate one or more Members as alternate members of any such committee who may replace any absent member or members at any meeting of such committee.

Each such committee shall serve at the pleasure of the Members. The Members shall have the power at any time to fill vacancies in, to change the membership of, or to discharge any such committee. Committees shall keep minutes of their proceedings and shall report the same to the Members at the meeting of the Members next succeeding, and any action by the committee shall be subject to revision and alteration by the Members, provided that no rights of a third party shall be affected in any such revision or alteration.

OP-3

ARTICLE IV

OFFICERS

Section 1. Executive Officers—The officers of the Company shall be an Operating Manager, a Secretary and a Treasurer and such other officers as the Members may determine. Any two or more offices may be held by the same person.

Section 2. Election—The Operating Manager and the other officers shall be chosen by the Members and shall hold office for the term for which elected and until their successors have been elected and qualified. The Members may from time to time appoint all such other officers as they determine and such officers shall hold office from the time of their appointment and qualifications until the time at which their successors are appointed and qualified. A vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the Members.

Section 3. Removal—Any officer may be removed from office by the Members at any time with or without cause.

Section 4. Delegation of Powers—The Members may from time to time delegate the powers or duties of any officer of the Company, in the event of his absence or failure to act otherwise, to any other officer or Member or person whom they may select.

Section 5. Compensation—The compensation of each officer shall be such as the Members may from time to time determine.

Section 6. Operating Manager—The Operating Manager shall be the chief executive officer of the Company and shall have general charge of the business and affairs of the Company, subject, however, to the right of the Members to confer specified powers on officers and subject generally to the direction of the Members.

Unless otherwise ordered by the Members, the Operating Manager, or in the event of his inability to act, an officer designated by the Members, shall have full power and authority on behalf of the Company to attend and to act and to vote at any meeting of security holders of companies in which the Company may hold securities, and at such meetings shall possess and may exercise any and all rights and powers incident to the ownership of such securities, and which, as the owner thereof, the Company might have possessed and exercised, if present. The Members by resolution from time to time may confer like powers upon any other person or persons.

OP-4

Section 7. Secretary—The Secretary shall keep the minutes of all meetings and record all votes of Members and committees in a book to be kept for that purpose. He shall give or cause to be given any required notice of meetings of Members or any committee, and shall be responsible for preparing or obtaining from a transfer agent appointed by the Members, the list of Members required by Article II, Section 7 hereof. He shall be the custodian of the seal of the Company and shall affix or cause to be affixed the seal to any instrument requiring it and attest the same and exercise the powers and perform the duties incident to the office of Secretary subject to the direction of the Members.

Section 8. Treasurer—Subject to the direction of the Members, the Treasurer shall have charge of the general supervision of the funds and securities of the Company and the books of account of the Company and shall exercise the powers and perform the duties incident to the office of the Treasurer. If required by the Members, he shall give the Company a bond in such sum and with such sureties a may be satisfactory to the Members for the faithful discharge of his duties.

Section 9. Other Officers—All other officers, if any, shall have such authority and shall perform such duties as may be specified from time to time by the Members.

ARTICLE V

RESIGNATIONS

Any officer of the Company or any member of any committee of the Members, may resign at any time by giving written notice to the Members, the Operating Manager or the Secretary. Any such resignation shall take effect at the time specified therein or, if the time is not specified therein, upon the receipt thereof, irrespective of whether any such resignations shall have been accepted.

ARTICLE VI

CERTIFICATES REPRESENTING MEMBERSHIP

Section 1. Form of Certificates—Each Member shall be entitled to a certificate or certificates in such form as prescribed by the Members and by any applicable statutes, which Certificate shall certify the interest of the Member in the Company. The Certificates shall be numbered and registered in the order in which they are issued and upon issuance the name in which each Certificate has been issued together with the interest in the Company represented thereby and the date of issuance shall be entered in the Membership book of the Company by the Secretary or by the transfer agent of the Company. Each certificate shall be signed by the Operating Manager and countersigned by the Secretary and shall be sealed with the Company Seal or a facsimile thereof. The signatures of the officers upon a certificate may also be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the Company itself or an employee of the Company. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before the certificate is issued, such certificate may be issued by the Company with the same effect as if the officer had not ceased to be such at the time of its issue.

OP-5

Section 2. Record Date for Members—For the purpose of determining the Members entitled to notice of, or to vote at any meeting of Members or any adjournment thereof or to express consent or dissent from any proposal without a meeting, or for the purpose of determining the Members entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the Members may fix, in advance, a date as the record date for any such determination of Members. Such date shall not be more than fifty nor less than ten days before the date of any meeting nor more than fifty days prior to any action taken without a meeting, the payment of any dividend or the allotment of any rights, or any other action. When a determination of Members of record entitled to notice of, or to vote at any meeting of Members has been made as provided in this Section, such determination shall apply to any adjournment thereof, unless the Members fix a new record date under this Section for the adjourned date.

Section 3. Members of Record—The Company shall be entitled to treat the holder of record of any Membership certificate as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such membership interest on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of its organization.

ARTICLE VII

STATUTORY NOTICES

The Members may appoint the Treasurer or any other officer of the Company to cause to be prepared and furnished to members entitled thereto any special financial notice and/or statement which may be required by any applicable statute.

ARTICLE VIII

FISCAL YEAR

The fiscal year of the Company shall be fixed by the Members by resolution duly adopted, and, from time to time, by resolution duly adopted the Members may alter such fiscal year.

ARTICLE IX

COMPANY SEAL

The Company seal shall have inscribed thereon the name of the Company, the year and state of its creation and the words “A Limited Liability Company” and shall be in such form and contain such other words and/or figures as the Members shall determine. The Company seal may be used by printing, engraving, lithographing, stamping or otherwise making, placing or affixing, or causing to be printed, engraved, lithographed, stamped or otherwise made, placed or affixed, upon any paper or document, by any process whatsoever, an impression, facsimile or other reproduction of said Company seal.

OP-6

ARTICLE X

BOOKS AND RECORDS

There shall be maintained at the principal office of the Company books of account of all the Company’s business and transactions.

There shall be maintained at the principal office of the company or at the office of the Company’s transfer agent a record containing the names and addresses of all Members, the number and class of membership interest held by such and the dates when they respectively became the owners of record thereof.

ARTICLE XI

INDEMNIFICATION OF OFFICERS,

EMPLOYEE AND AGENTS

Any person made or threatened to be made a party to an action or proceeding, whether civil or criminal, by reason of the fact that he, his testator or intestate, then, is, or was a manager, member, employee or agent of the Company, or then serves or has served on behalf of the company in any capacity at the request of the Company, shall be indemnified by the Company against reasonable expenses, judgments, fines and amounts actually an necessarily incurred in connection with the defense of such action or proceeding or in connection with an appeal therein, to the fullest extent permissible by the laws of the State of                                         . Such right of indemnification shall not be deemed exclusive of any other rights to which such person may be entitled.

ARTICLE XII

AMENDMENTS

The Members entitled at the time to vote by vote of a majority in interest of the Members, shall have the power to amend or repeal this Operating Agreement, and to adopt a new Operating Agreement.

OP-7

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the      day of                     , 199  .

Operating Manager:	/s/ Authorized Signatory
Secretary:	/s/ Authorized Signatory
Treasurer:	/s/ Authorized Signatory
Members:	/s/ Authorized Signatory
	/s/ Authorized Signatory
	/s/ Authorized Signatory
	/s/ Authorized Signatory
	/s/ Authorized Signatory
	/s/ Authorized Signatory

OP-8

EX-3.40

Exhibit 3.40

STATE OF DELAWARE

CERTIFICATE OF FORMATION OF

GLOBAL MEDIA USA, LLC

FIRST:	The name of the limited liability company is: Global Media USA, LLC.
SECOND:	The address of its registered office in the State of Delaware is 9 East Loockerman Street, in the City of Dover, County of Kent. The name of its Registered Agent at such address is National Corporate Research, Ltd.

IN WITNESS WHEREOF, the undersigned had executed this Certificate of Formation of this 9^th day of February, 1999.

/s/ Mark Borino

Mark Borino

Authorized Person

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 04:00 PM 02/09/1999

991051626 - 3003105

CERTIFICATE OF MERGER

OF VNU GM, INC.

INTO GLOBAL MEDIA USA, LLC

The undersigned limited liability company organized and existing under and by virtue of the Limited Company Act, DOES HEREBY CERTIFY:

FIRST: That the name and state of formation or incorporation of the constituent limited liability company and corporation of the merger is as follows:

NAME	STATE OF INCORPORATION
Global Media USA, LLC	Delaware
VNU GM, Inc.	Delaware

SECOND: That an agreement of merger between the parties to the merger has been approved, adopted, certified and acknowledged by each of the constituent limited liability company and corporation in accordance with the requirements of section 209 of the Limited Liability Company of Delaware.

THIRD: That the name of the surviving limited liability company of the merger is Global Media USA, LLC.

FOURTH: That the Certificate of Formation of Global Media United States of America, LLC, a Delaware limited liability company, which will survive the merger, shall be the Certificate of Formation of the surviving limited liability company.

FIFTH: That the executed Agreement of Merger is on file at the principal place of business of the surviving corporation, the address of which is Global Media USA, LLC, c/o VNU USA, INC. attn: Legal Department, 1515 Broadway, 15^th Floor, New York, NY 10036.

SIXTH: That a copy of the Agreement of Merger will be furnished by the surviving limited liability company, on request and without cost, to any stockholder of any constituent corporation.

Dated: February 12, 1999

GLOBAL MEDIA USA, LLC
		ATTEST:
by:	/s/ Frederick A. Steinmann
	Frederick A. Steinmann, Vice President
		by:	/s/ James A. Ross
			James A. Ross, Secretary

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 4:30 PM 02/12/1999

991057634 - 3003105

EX-3.41

Exhibit 3.41

OPERATING AGREEMENT

OF

Global Media USA, LLC

ARTICLE I

OFFICES

Section 1. Principal Office—The principal office of the Company shall be as set forth in its Articles of Organization.

Section 2. Additional Offices—The Company may have such additional offices at such other place within or without the State of its organization as the Members may from time to time determine or as the business of the Company may require.

ARTICLE II

MEETINGS

Section 1. Annual Meeting—An annual meeting of Members shall be held within five (5) months after the close of the fiscal year of the Company on such date and at the time and place (either within or without the State of its organization) as shall be fixed by the Members. At the annual meeting the Members shall elect an Operating Manager and other officers and transact such other business as may properly be brought before the meeting.

Section 2. Special Meeting—A special meeting of Members may be called at any time by the Operating Manager and shall be called by the Operating Manager at the request in writing of a majority of the Members entitled to vote at such meeting. Any such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of Members shall be confined to the purposes set forth in the notice thereof.

Section 3. Notice of Meetings—Written notice of the time, place and purpose of every meeting of Members (and, if other than an annual meeting, the person or persons at whose discretion the meeting is being called), shall be given by the Operating Manager to each Member of record entitled to vote at such meeting, not less than ten nor more than fifty days prior to the date set for the meeting. Notice shall be given either personally or by mailing said notice by first class mail to each Member at his address appearing on the record book of the Company or at such other address supplied by him in writing to the Operating Manager of the Company for the purpose of receiving notice.

A written waiver of notice setting forth the purposes of the meeting for which notice is waived, signed by the person or persons entitled to such notice, whether before or after the time of the meeting stated therein, shall be deemed equivalent to the giving of such notice. The attendance by a Member at a meeting either in person or by proxy without protesting the lack of notice thereof shall constitute a waiver of notice of such Member.

OP-1

All notices given with respect to an original meeting shall extend to any and all adjournments thereof and such business as might have been transacted at the original meeting may be transacted at any adjournment thereof; no notice of any adjourned meeting need be given if an announcement of the time and place of the adjourned meeting is made at the original meeting.

Section 4. Quorum—The holders of a majority in interest of the Members present in person or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of members except as otherwise provided by statute or the Articles of Organization. A Member’s interest in the Company shall be in proportion to his contribution to the capital of the Company adjusted from time to time to reflect additions or withdrawals. The phrase “a majority in interest of the Members” shall mean Members who, in the aggregate, shall have Capital Contributions in excess of fifty (50%) percent of the total Capital Contributions of all of the Members. If, however, a quorum shall not be present or represented at any meeting of Members, the Members entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. When a quorum is once present to organize a meeting, such quorum is not deemed broken by the subsequent withdrawal of any Members.

Section 5. Voting—Every Member entitled to vote at any meeting shall be entitled to vote in accordance with his interest in the Company held by him of record on the date fixed as the record date for said meeting and may so vote in person or by proxy. Any Company action shall be authorized by a majority in interest of the votes cast by the Members entitled to vote thereon except as may otherwise be provided by statute, the Articles of Organization or this Operating Agreement.

Section 6. Proxies—Every proxy must be signed by the Member entitled to vote or by his duly authorized attorney-in-fact and shall be valid only if filed with the Operating Manager of the Company prior to the commencement of voting on the matter in regard to which said proxy is to be voted. No proxy shall be valid alter the expiration of eleven months from the date of its execution unless otherwise expressly provided in the proxy. Every proxy shall be revocable at the pleasure of the person executing it except as otherwise provided by statute. Unless the proxy by its terms provides for a specific revocation date and except as otherwise provided by statute, revocation of a proxy shall not be effective unless and until such revocation is executed in writing by the Member who executed such proxy and the revocation is filed with the Operating Manager of the Company prior to the voting of the proxy.

Section 7. Members’ List— A list of Members as of the record date, certified by the Operating Manager of the Company shall be prepared for every meeting of Members and shall be produced by the Operating Manager thereat.

OP-2

Section 8. Inspectors at Meetings—In advance of any Members’ meeting, the Members may appoint one or more inspectors to act at the meeting or at any adjournment thereof and if not so appointed the person presiding at any such meeting may, and at the request of any Member entitled to vote thereat shall, appoint one or more inspectors. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability.

Section 9. Conduct of Meeting—All meetings of Members shall be presided over by the Operating Manager, or if he is not present, by a Member thereby chosen by the Members at the meeting. The Operating Manager or the person presiding at the meeting shall appoint any person present to act as secretary of the meeting.

ARTICLE III

COMMITTEES

The Members, by resolution of a majority in interest of the Members, may designate from among themselves one or more committees, each consisting of three or more Members, and each of which, to the extent provided in such resolution, shall have all the authority of the Members except that no such committee shall have authority as to any of the following matters:

(a) The filling of vacancies in any committee;

(b) The fixing of compensation of the Members for serving on any committee;

(c) The amendment or repeal of this Operating Agreement or the adoption of a new Operating Agreement; and

(d) The amendment or repeal of any resolution of the Members which by its terms shall not be so amendable or repealable.

The Members may designate one or more Members as alternate members of any such committee who may replace any absent member or members at any meeting of such committee.

Each such committee shall serve at the pleasure of the Members. The Members shall have the power at any time to fill vacancies in, to change the membership of, or to discharge any such committee. Committees shall keep minutes of their proceedings and shall report the same to the Members at the meeting of the Members next succeeding, and any action by the committee shall be subject to revision and alteration by the Members, provided that no rights of a third party shall be affected in any such revision or alteration.

OP-3

ARTICLE IV

OFFICERS

Section 1. Executive Officers—The officers of the. Company shall be an Operating Manager, a Secretary and a Treasurer and such other officers as the Members may determine. Any two or more offices may be held by the same person.

Section 2. Election—The Operating Manager and the other officers shall be chosen by the Members and shall hold office for the term for which elected and until their successors have been elected and qualified. The Members may from time to time appoint all such other officers as they determine and such officers shall hold office from the time of their appointment and qualifications until the time at which their successors are appointed and qualified. A vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the Members.

Section 3. Removal—Any officer may be removed from office by the Members at any time with or without cause.

Section 4. Delegation of Powers—The Members may from time to time delegate the powers orduties of any officer of the Company, in the event of his absence or failure to act otherwise, to any other officer or Member or person whom they may select.

Section 5. Compensation—The compensation of each officer shall be such as the Members may from time to time determine.

Section 6. Operating Manager—The Operating Manager shall be the chief executive officer of the Company and shall have general charge of the business and affairs of the Company, subject, however, to the right of the Members to confer specified powers on officers and subject generally to the direction of the Members.

Unless otherwise ordered by the Members, the Operating Manager, or in the event of his inability to act, an officer designated by the Members, shall have full power and authority on behalf of the Company to attend and to act and to vote at any meeting of security holders of companies in which the Company may hold securities, and at such meetings shall possess and may exercise any and all rights and powers incident to the ownership of such securities, and which, as the owner thereof, the Company might have possessed and exercised, if present. The Members by resolution from time to time may confer like powers upon any other person or persons.

OP-4

Section 7. Secretary—The Secretary shall keep the minutes of all meetings and record all votes of Members and committees in a book to be kept for that purpose. He shall give or cause to be given any required notice of meetings of Members or any committee, and shall be responsible for preparing or obtaining from a transfer agent appointed by the Members, the list of Members required by Article II, Section 7 hereof. He shall be the custodian of the seal of the Company and shall affix or cause to be affixed the seal to any instrument requiring it and attest the same and exercise the powers and perform the duties incident to the office of Secretary subject to the direction of the Members.

Section 8. Treasurer—Subject to the direction of the Members, the Treasurer shall have charge of the general supervision of the funds and securities of the Company and the books of account of the Company and shall exercise the powers and perform the duties incident to the office of the Treasurer. If required by the Members, he shall give the Company a bond in such sum and with such sureties a may be satisfactory to the Members for the faithful discharge of his duties.

Section 9. Other Officers—All other officers, if any, shall have such authority and shall perform such duties as may be specified from time to time by the Members.

ARTICLE V

RESIGNATIONS

Any officer of the Company or any member of any committee of the Members, may resign at any time by giving written notice to the Members, the Operating Manager or the Secretary. Any such resignation shall take effect at the time specified therein or, if the time is not specified therein, upon the receipt thereof, irrespective of whether any such resignations shall have been accepted.

ARTICLE VI

CERTIFICATES REPRESENTING MEMBERSHIP

Section 1. Form of Certificates—Each Member shall be entitled to a certificate or certificates in such form as prescribed by the Members and by any applicable statutes, which Certificate shall certify the interest of the Member in the Company. The Certificates shall be numbered and registered in the order in which they are issued and upon issuance the name in which each Certificate has been issued together with the interest in the Company represented thereby and the date of issuance shall be entered in the Membership book of the Company by the Secretary or by the transfer agent of the Company. Each certificate shall be signed by the Operating Manager and countersigned by the Secretary and shall be sealed with the Company Seal or a facsimile thereof. The signatures of the officers upon a certificate may also be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the Company itself or an employee of the Company. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before the certificate is issued, such certificate may be issued by the Company with the same effect as if the officer had not ceased to be such at the time of its issue.

OP-5

Section 2. Record Date for Members—For the purpose of determining the Members entitled to notice of, or to vote at any meeting of Members or any adjournment thereof or to express consent or dissent from any proposal without a meeting, or for the purpose of determining the Members entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the Members may fix, in advance, a date as the record date for any such determination of Members, Such date shall not be more than fifty nor less than ten days before the date of any meeting nor more than fifty days prior to any action taken without a meeting, the payment of any dividend or the allotment of any rights, or any other action. When a determination of Members of record entitled to notice of, or to vote at any meeting of Members has been made as provided in this Section, such determination shall apply to any adjournment thereof, unless the Members fix a new record date under this Section for the adjourned date.

Section 3. Members of Record—The Company shall be entitled to treat the holder of record of any Membership certificate as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such membership interest on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of its organization.

ARTICLE VII

STATUTORY NOTICES

The Members may appoint the Treasurer or any other officer of the Company to cause to be prepared and furnished to members entitled thereto any special financial notice and/or statement which may be required by any applicable statute.

ARTICLE VIII

FISCAL YEAR

The fiscal year of the Company shall be fixed by the Members by resolution duly adopted, and, from time to time, by resolution duly adopted the Members may alter such fiscal year.

ARTICLE IX

COMPANY SEAL

The Company seal shall have inscribed thereon the name of the Company, the year and state of its creation and the words “A Limited Liability Company” and shall be in such form and contain such other words and/or figures as the Members shall determine. The Company seal may be used by printing, engraving, lithographing, stamping or otherwise making, placing or affixing, or causing to be printed, engraved, lithographed, stamped or otherwise made, placed or affixed, upon any paper or document, by any process whatsoever, an impression, facsimile or other reproduction of said Company seal.

OP-6

ARTICLE X

BOOKS AND RECORDS

There shall be maintained at the principal office of the Company books of account of all the Company’s business and transactions.

There shall be maintained at the principal office of the company or at the office of the Company’s transfer agent a record containing the names and addresses of all Members, the number and class of membership interest held by such and the dates when they respectively became the owners of record thereof.

ARTICLE XI

INDEMNIFICATION OF OFFICERS,

EMPLOYEE AND AGENTS

Any person made or threatened to be made a party to an action or proceeding, whether civil or criminal, by reason of the fact that he, his testator or intestate, then, is, or was a manager, member, employee or agent of the Company, or then serves or has served on behalf of the company in any capacity at the request of the Company, shall be indemnified by the Company against reasonable expenses, judgments, fines and amounts actually an necessarily incurred in connection with the defense of such action or proceeding or in connection with an appeal therein, to the fullest extent permissible by the laws of the State of Delaware. Such right of indemnification shall not be deemed exclusive of any other rights to which such person may be entitled.

ARTICLE XII

AMENDMENTS

The Members entitled at the time to vote by vote of a majority in interest of the Members, shall have the power to amend or repeal this Operating Agreement, and to adopt a new Operating Agreement.

OP-7

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the 9^th day of February, 1999.

Operating Manager:	/s/ Ruud Bakker
	Ruud Bakker
Secretary:	/s/ James A. Ross
	James A. Ross
Treasurer:	/s/ Richard Halfemy
	Richard Halfemy
Members:	VNU USA, INC.
by:	/s/ James A. Ross
	James A. Ross, Secretary

OP-8

EX-3.44

Exhibit 3.44

CERTIFICATE OF INCORPORATION

OF

MFI HOLDINGS, INC.

FIRST: The name of the Corporation is MFI Holdings, Inc. (hereinafter the “Corporation”).

SECOND: The address of the registered office of the Corporation in the State of Delaware is 1013 Centre Road, in the City of Wilmington, County of New Castle. The name of its registered agent at the address is Corporation Service Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the “GCL”).

FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is one thousand (1,000) shares of Common Stock, each having a par value of $1.00 per share.

FIFTH: The name and mailing address of the Sole Incorporator is as follows:

Name	Address
Deborah M. Reusch	P.O. Box 636 Wilmington, DE 19899

SIXTH: The following provisions are inserted for the management of the business and the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:

(1) The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 02:15 PM 04/17/2000

001195649 – 3185969

(2) The directors shall have concurrent power with the stockholders to make, alter, amend, change, add to or repeal the By-Laws of the Corporation.

(3) The number of directors of the Corporation shall be as from time to time fixed by, or in the manner provided in, the By-Laws of the Corporation. Election of directors need not be by written ballot unless the By-Laws so provide.

(4) No director shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the GCL or (iv) for any transaction from which the director derived an improper benefit. Any repeal or modification of this Article SIXTH by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.

(5) In addition to the powers and authority hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the GCL, this Certificate of Incorporation, and any By-Laws adopted by the stockholders; provided, however, that no By-Laws hereafter adopted by the stockholders shall invalidate any prior act of the directors which have been valid if such By-Laws had not been adopted.

SEVENTH: Meetings of stockholders may be held within or without the State of Delaware, as the By-Laws may provide. The books of the Corporation may be kept (subject to any provision contained in the GCL) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the By-Laws of the Corporation.

2

EIGHTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

3

I, THE UNDERSIGNED, being the Sole Incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the GCL, do make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 17^th day of April, 2000.

/s/ Deborah M. Reusch

Deborah M. Reusch

Sole Incorporator

4

EX-3.46

Exhibit 3.46

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 02:00 PM 01/11/1994

754011039 – 2367673

CERTIFICATE OF INCORPORATION

OF

BPI ACQUISITION INC.

(a Delaware corporation)

FIRST: The name of the Corporation is BPI Acquisition Inc.

SECOND: The address of the Corporations’ registerered office is 32 Loockerman Square, Suite L-100, City of Dover, County of Kent, State of Delaware, and the name of its registered agent thereat is The Practice-Hall Corporation System, Inc.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the Delware General Corporation Law.

FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 1,000 shares of common stock, par value $1.00 per share.

FIFTH: The name and mailing address of the incorporator is Serge D. Nehama, c/o Hughes Hubbard and Reed, One Battery Park Plaza, New York, New York 10004.

SIXTH: The Board of Directors is expressly authorized to adopt, amend or repeal the By-Laws of the Corporation.

SEVENTH: No director shall be personally liable to the Corporation or any stockholder for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve interentional misconduct or a

knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit. If the Delaware General Corporation Law is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of directors of the Corporation shall be eliminated or llimited to the fullest extent permitted by the Delaware General Corporation Law, as so amended. Neither any amendment or repeal of the foregoing provisions nor adoption of any provision of this Certificate of Incorporation or the By-Laws of the Corporation which is inconsistent with the foregoing provisions shall adversely affect any right or protection of a director of the Corporation existing at the time of such amendment, repeal or adoption.

IN WITNESS WHEREOF, I have made and signed this Certificate of Incorporation this 10th day of January, 1994.

/s/ Serge D. Nehama

Serge D. Nehama

Incorporator

2

Certificate of Amendment

of the

Certificate of Incorporation

of

BPI ACQUISITION INC.

BPI Acquisition Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows:

1. The name of the Corporation is BPI ACQUISITION INC.

2. The Certificate of Incorporation of said Corporation was filed with the Office of the Secretary of State for the State of Delaware on January 11, 1994.

3. The Certificate of Incorporation of the corporation is hereby amended as follows:

Article “FIRST” thereof, which state the name of the corporation as “BPI Acquistion Inc.,” is hereby stricken out and eliminiated and a new Article “FIRST” is hereby substituted and inserted in the place and in lieu thereof, the text of which shall read in full as follows:

“FIRST: The name of the Corporation is BPI Communications Inc.”

4. The foregoing amendment of the Certificate of Incorporation was duly adopted by the Board of Directors and Stockholders of the Corporation in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:05 AM 02/22/1994

944025083 - 2367673

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed on its behalf by R. van den Bergh, a Vice President of the Corporation, on this 17th day of February, 1994.

		BPI ACQUISITION INC.
		By:	/s/ R. van den Bergh
			R. van den Bergh Vice President
ATTEST
By:	/s/ Serge D. Nehama
	Serge D. Nehama
	Assistant Secretary

4

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 03:00 PM 12/30/1994

950000578 – 2367673

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

VNU ACQUISITION, INC.

INTO

BPI COMMUNICATIONS, INC.

(Pursuant to Section 253 of the General Corporation Law

of the State of Delaware)

BPI COMMUNICATIONS, INC., a corporation organized and existing under the laws of Delaware (the “Corporation”),

DOES HEREBY CERTIFY:

FIRST: That the Corporation was incorporated on January 11, 1994, pursuant to the General Corporation Law of the State of Delaware.

SECOND: That the Corporation owns all of the outstanding shares of the stock of VNU ACQUISITION, INC., a corporation incorporated on January 11, 1994, pursuant to the General Corporation Law of the State of Delaware.

THIRD: That the Corporation, by the following resolutions of its Board of Directors, duly adopted by the unanimious written consent of its members, filed with the minutes of the Board on the date hereof, determined to and did merge into itself VNU Acquisition, Inc.,

RESOLVED, that it is advisable and in the best interests of the Corporation and its stockholder that VNU acquisition, Inc., a Delawre corporation, be merged with and into the Corporation, with the Corporation surviving such merger;

RESOLVED, that VNU Acquisition, Inc. be merged with and into the Corporation, with the Corporation surviving such merger, and that the Corporation thereby shall assume all of the rights, claims, assets and properties and all of the liabilities of VNU Acquisition, Inc. (the “Merger”),

RESOLVED, that the following plan of merger effectuating the Merger, be, and it hereby is, authorized, adopted and approved:

FIRST: The name of the corporation to be merged is VNU Acquisition, Inc.

SECOND: The name of the corporation to be merged is BPI Communications, Inc.

THIRD: The designation and number of outstanding shares of VNU Acquisition, Inc. is 1,000 shares of common stock, per value $1.00 per share, and all the shares are owned by BPI Communications, Inc., the surviving corporation.

FOURTH: The terms and conditions of the proposed merger is as follows:

All of the outstainding shares of VNU Acquisition, Inc. will be owned by BPI Communications, Inc. as of the date of filing of the Certificate of Ownership and Merger with the Secretary of State of the State of Delaware. Upon consummation of the merger, VNU Acquisition, Inc. will be merged into BPI Communications, Inc. and BPI Communications, Inc. will be the surviving corporation. At such time, all shares of VNU Acquisition, Inc. will be canceled.

FIFTH: BPI Communicatioins, Inc. and VNU Acquisition, Inc. intend that the merger contemplated by this plan of merger shall effect the complete liquidation of VNU Acquisition, Inc. under Section 332 of the Internal Revenue Code of 1986, as amended.

SIXTH: The effective time of the merger shall be as of the close of business on December 31, 1994.

RESOLVED, that the Certificate of Ownership and Merger, in substantially the form presented to the directors of the Corporation as of this date (the “Certificate of Ownership and Merger”), be, and it hereby is, authorized, approved and adopted;

RESOLVED, that each of the directors or officers of the Corporation is hereby authorized and directed to execute and deliver on behalf of the corporation, the Certificate of Ownership and Merger, to be dated and in such form, with such amendments, modifications and supplements as the director(s) or officer(s) executing the same may deem necessary or appropriate (the execution and delivery thereof by such director(s) or (the execution and delivery thereof by such director(s) or officer(s) shall constitute conclusive evidence of his (their)

– 2 –

authority so to do) and to perform any and all such other actions to carry out the intent of the foregoing as each such director or officer deems necessary or appropriate;

RESOLVED, that each of the directors or officers of the Corporation is hereby authorized and directed to execute, acknowledge, file and deliver, directly or through such agents or attorneys-in-fact as any such director or officer may designate or appoint (each such director or officer being hereby authorized to designate or appoint such agents or attorneys-in-fact as such director or officer deems advisable), as may be necessary or advisable, such filings, reports, schedules, statements, consents, contracts, agreements, instruments, certifcates and other documents as they may deem necessary, appropriate or advisable in connection with the Merger and the transactions contemplated thereby, the documents authorized by this resolution to include, without limitation, the Certifcate of Ownership and Merger to be filed with Secretary of State of the State of Delaware and any other document or documents required to effect the Merger by the Genereal Corporation Law of the State of Delaware, each to be dated and in such form, and with such amendments, modifications and supplements as the director(s) or officers(s) executing the same may deem necessary or appropriate (the execution and delivery thereof by such director(s) or officer(s) shall constitute conclusive evidence of his (their) authority so to do), and

RESOLVED, that each of the directors or officers of the Corporation is hereby authorized and directed to do or cause ot be done all such acts or things, to incur or cause to be incurred all such expenses or obligations, and to sign and deliver or cause to be signed and delivered all such documents, instruments or certificates, all in the name and on behalf of the Corporation or otherwise, as such directors or officers may deem necessary, advisable or appropriate to effectuate or carry out the purpose and intent of the foregoing resolutions.

FOURTH: Anything herein or elsewhere to the contrary notwithstanding, this merger may be amended or terminated and abandoned by the Board of Directors of the Corporation at any time prior to the date of filing the merger with the Secretary of State.

– 3 –

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by Arthur Kingsbury, its President, this 27th day of December, 1994.

BPI COMMUNICATIONS, INC.
By:	/s/ Arthur F. Kingsbury
Name:	Arthur F. Kingsbury
Title:	President

– 4 –

CERTIFICATE OF CHANGE OF LOCATION OF

REGISTERED OFFICE AND/OR REGISTERED AGENT

OF

BPI COMMUNICATIONS, INC.

The Board of Directors of BPI COMMUNICATIONS, INC., corporation of Delaware, on this 30th day of September, A.D. 1997, do hereby resolved and order that the location of the Registered Office of this Corporation within this State be, and the same hereby is 9 East Loockerman Street, in the City of Dover, County of Kent, Zip Code 19901.

The name of the Registered Agent therein and in charge thereof upon whom process against this corporation may be served, is National Corporate Research, Ltd.

The BPI COMMUNICATIONS, INC., a Corporation of Delaware, does hereby certify that the foregoing is a true copy of a sesolution adopted by the Board of Directors at a meeting held as herein stated.

IN WITNESS WHEREOF, said Corporation has caused this Certificate to be signed by its Vice President, the 30th day of September, A.D. 1997.

/s/ James A. Ross
Name:	James A. Ross
Title:	Vice President

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 03:00 PM 10/01/1997

971331050 – 2367673

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 02/19/1999

991065255 - 2367673

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

POCRAL, INC.

INTO

BPI COMMUNICATIONS INC.

BPI Communications, Inc., a corporation organized and existing under the law as of the State of Delawre DOES HEREBY CERTIFY:

FIRST: That this corporation was incorporated on the 11^th day of January, 1994, pursuant to the Law of the State of Delaware.

SECOND: That this corporation owns all of the outstanding shares of the stock of Pocral, Inc. a corporation incorporated on the 18^th day of August, 1987, pursuant to the Law of the State of Florida.

THIRD: That this corporation, by the following resolutions of its Board of Directors, duly adopted by the unanimous written concent of its members, filed with the minutes of the Board on the 4^th day of January, 1998, determined to and did merge into itself said Pocral, Inc.:

RESOLVED, that BPI Communications Inc. merge, and it hereby does merge into itself said Pocral Inc., and assumes all of its obligations;

FURTHER RESOLVED, that the merger shall be effective on February 12, 1999.

FURTHER RESOLVED, that the proper officers of this corporation be and they hereby are directed to make and execute a Certifcate of Ownership and Merger setting forth a copy of the resolutions to merge said Pocral Inc. and assume its liabilities and obligations, and the date of adoption thereof, and to cause the same to be filed with the Secreatry of State and a certified copy recorded in the office of the Recorder of Deeds of Kent County and to do all acts and things whatsoever, whether within or without the State of Delaware, which may be in anywise necessary or proper to effect said merger.

IN WITNESS WHEREOF, said BPI Communications Inc., has caused this Certifcate to be signed by John Babcock, Jr. its President and attested by Georginia Challis, its Secretary, this 10^th day of February, 1999.

	BPI COMMUNICATIONS INC.
		ATTEST:
by:	/s/ John S. Babcock
	John S. Babcock, Jr., President
		by:	/s/ Georgina Challis
			Georgina Challis, Secretary

CERTIFCATE OF MERGER

OF

BILL COMMUNICATIONS, INC.

INTO

BPI COMMUNICATIONS INC.

The undersigned corporation does hereby certify:

FIRST: That the name and state of incorporation of each of the constituent corporations of the merger is as follows:

NAME	STATE OF INCORPORATION
BPI Communications, Inc.	Delaware
Bill Communications, Inc.	New York

SECOND: That an Agreement of Merger between the parties to the merger has been approved, adopted, certified, executed and acknowledge by each of the constituent corporations in accordance with the requirements of Section 252 of the General Corporation Law of Delaware.

THIRD: That the name of the surviving corporation of of the merger is BPI Communications Inc., a Delaware corporation.

FOURTH: That the Certificate of Incorporation of BPI Communications Inc., a Delaware corporation which is surviving the merger shall be the Certificate of Incorporation of the surviving corporation.

FIFTH: That the Agreement of Merger is on file at the principal place of business of the surviving corporation, the address of which is BPI Communications Inc., 770 Broadway, New York, NY 10003, attn: Legal Dept.

SIXTH: That a copy of the Agreement of Merger will be furnished on request and without cost to any stockholder of any constituent corporation.

SEVENTH: The authorized capital stock of each foreign corporation, which is a party to the merger, is as follows:

Corporation	Class	Number of Shares	Par value per share
Bill Communications, Inc.	Common	20,000	$	.01 per share

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09 : 00 AM 12/22/2000

001645305 – 2367673

EIGHTH: That this Certificate of Merger shall be effective on December 31, 2000 at 10:30 AM.

Dated: December 21, 2000
BPI COMMUNICATIONS INC.
By:	/s/ Frederick A. Steinmann
	Frederick A. Steinmann
	Vice President

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AM 12/22/2000

001645291 – 2367673

CERTIFICATE OF MERGER

OF

VNU BUSINESS MEDIA, INC.

INTO

BPI COMMUNICATIONS INC.

The undersigned corporation, BPI Communications Inc., does hereby certify:

FIRST: That the name and state of incorporation of each of the constituent corporations of the merger is as follows:

NAME	STATE OF INCORPORATION
BPI Communications Inc.	Delaware
VNU Business Media, Inc.	Delaware

SECOND: An Agreement of the Merger between the parties to the merger has been approved, adopted, certified, executed and acknowledge by each of the constituent corporations in accordance with the requirements of Section 251 of the General Corporation Law of Delaware.

THIRD: That the name of the surviving corporation of the merger is BPI Communications Inc., a Delaware corporation.

FOURTH: That the amendments or changes in the Certificate of Incorporation of BPI Communications Inc., a Delaware corporation which is surviving the merger, that are to be effected by the merger are as follows:

Article “FIRST” thereof, which states the name of the corporation as “BPI Communications Inc. is hereby substituted and inserted in the place and in lieu thereof, the text of which shall read in full as follows:

“FIRST: The name of the Corporation is VNU Business Media, Inc.”

FIFTH: That the executed Agreement of Merger is on file at the principal place of business of the surviving corporation, the address of which is 770 Broadway, New York, NY 10003, attn: Legal Dept.

SIXTH: That a copy of the Agreement of Merger will be furnished on request and without cost to any stockholder of any constituent corporation.

SEVENTH: That this Certificate of Merger shall be effective on December 31, 2000 at 11:00AM.

Dated: December 21, 2000
BPI COMMUNICATIONS INC.
By:	/s/ Frederick A. Steinmann
	Frederick A. Steinmann
	Vice President

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

BPI COMMUNICATIONS, INC.

INTO

VNU BUSINESS MEDIA, INC.

VNU Business Media, Inc., a corporation organized and existing under the laws of the State of Delaware DOES HEREBY CERTIFY:

FIRST: That this corporation was incorporated under the name BPI Acquisitions, Inc. on the 11^th day of January 1994, pursuant to the Law of the State of Delaware. On February 22, 1994 the name was changed to BPI Communications Inc. On December 31, 2000, the name was changed to VNU Business Media, Inc.

SECOND: That this corporation owns all of the outstanding shares of the stock of BPI Communications, Inc., a corporation incorporated under the name New BPI, Inc. on the 11^th day of December 2000, pursuant to the Law of the State of Delaware. On January 3, 2001 the name was changed to BPI Communications, Inc.

THIRD: That this corporation, by the following resolutions of its Board of Directors, duly adopted by the unanimous written consent of its members filed with the minutes of the Board on the 29^th day of November, 2001, determined to and will merge into itself said BPI Communications, Inc.:

RESOLVED, that VNU Business Media, Inc. will merge into itself said BPI Communications, Inc., and assumes all of its obligations;

FURTHER RESOLVED, that the merger shall be effective on January 1, 2002.

FURTHER RESOLVED, that the proper officers of this corporation be and they hereby are directed to make and execute a Certificate of Ownership and Merger setting forth a copy of the resolutions to merge said BPI Communications, Inc. and assume its liabilities and obligations, and the date of adoption thereof, and to cause the same to be filed with the Secretary of State and a certified copy recorded in the office of the Recorder of Deeds of Kent County and to do all acts and things whatsoever, whether within or without the State of Delaware, which may be in anywise necessary or proper to effect said merger.

IN WITNESS WHEREOF, said VNU Business Media, Inc. has caused this Certificate to be signed by Frederick A. Steinmann, its Vice President and attested by James A. Ross, its Secretary, this 29^th day of November 2001.

VNU BUSINESS MEDIA, INC.		ATTEST:
by:	/s/ Frederick A. Steinmann, V.P.	by:	/s/ James A. Ross
	Frederick A. Steinmann, V.P.		James A. Ross, Secretary

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 06:01 PM 12/04/2001

010617305 – 2367673

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

BILL COMMUNICATIONS, INC.

INTO

VNU BUSINESS MEDIA, INC.

VNU Business Media, Inc., a corporation organized and existing under the laws of the State of Delaware DOES HEREBY CERTIFY:

FIRST: That this corporation was incorporated under the name BPI Acquisitions, Inc. on the 11^th day of January 1994, pursuant to the Law of the State of Delaware. On February 22, 1994 the name was changed to BPI Communications Inc. On December 31, 2000, the name was changed to VNU Business Media, Inc.

SECOND: That this corporation owns all of the outstanding shares of the stock of Bill Communications, Inc., a corporation incorporated under the name New Bill, Inc. on the 11^th day of December 2000, pursuant to the Law of the State of Delaware. On January 3, 2001 the name was changed to Bill Communications, Inc.

THIRD: That this corporation, by the following resolutions of its Board of Directors, duly adopted by the unanimous written consent of its members, filed with the minutes of the Board on the 29^th day of November, 2001, determined to and will merge into itself said Bill Communications, Inc.

RESOLVED, that VNU Business Media, Inc. will merge into itself said Bill Communications, Inc., and assumes all of its obligations;

FURTHER RESOLVED, that the merger shall be effective on January 1, 2002.

FURTHER RESOLVED, that the proper officers of this corporation be and they hereby are directed to make and execute a Certificate of Ownership and Merger setting forth a copy of the resolutions to merge said Bill Communications, Inc. and assume its liabilities and obligations, and the date of adoption thereof, and to cause the same to be filed with the Secretary of State and a certified copy recorded in the office of the Recorder of Deeds of Kent County and to do all acts and things whatsoever, whether within or without the State of Delaware, which may be in anywise necessary or proper to effect said merger.

IN WITNESS WHEREOF, said VNU Business Media, Inc. has caused this Certificate to be signed by Frederick A. Steinmann, its Vice President and attested by James A. Ross, its Secretary, this 29^th day of November 2001.

VNU BUSINESS MEDIA, INC.		ATTEST:
by:	/s/ Frederick A. Steinmann
	Frederick A. Steinmann, V.P.	by:	/s/ James Ross
			James A. Ross, Secretary

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 06:02 PM 12/04/2001

010617307 – 2367673

STATE OF DELAWARE

CERTIFICATE OF OWNERSHIP

SUBSIDIARY INTO PARENT

Section 253

CERTIFICATE OF OWNERSHIP

MERGING

Bill/ACS, Inc.

INTO

VNU Business Media, Inc.

(Pursuant to Section 253 of the General Corporation Law of Delaware) VNU Business Media, Inc., a corporation incorporated on the 11th day of January, 1994, pursuant to the provisions of the General Corporation Law of the State of Delaware;

DOES HEREBY CERTIFY that this corporation owns 100% of the capital stock of Bill/ACS, Inc., a corporation incorporated on the 4th day of December, 1992, pursuant to the provisions of the General Corporation Law of the State of Delaware, and that this corporation, by a resolution of its Board of Directors duly adopted at a meeting held on the 20th day of January, 2004, determined to and did merge into itself said Bill/ACS, Inc., which resolution is in the following words to wit:

WHEREAS this corporation lawfully owns 100% of the outstanding stock of Bill/ACS, Inc., a corporation organized and exiting under the laws of the State of Delaware, and

WHEREAS this corporation desires to merge into itself the said Bill/ACS, Inc., and to be possessed of all the estate, property, rights, privileges and franchises of said corporation,

State of Delaware

Secretary of State

Division of Corporations

Delivered 11:31 AM 01/22/2004

FILED 11:31 AM 01/22/2004

SRV 040045997 – 2367673 FILE

NOW THEREFORE, BE IT RESOLVED, that this corporation merge into itself said Bill/ACS, Inc. and assumes all of its liabilities and obligations, and

FURTHER RESOLVED, that an authorized officer of this corporation be and he/she is hereby directed to make and execute a certificate of ownership setting forth a copy of the resolution to merge said Bill/ACS, Inc. and assume its liabilities and obligations, and the date of adoption thereof, and to file the same in the office of the Secretary of State of Delaware, and a certified copy thereof in the office of the Recorder of Deeds of Kent County; and

FURTHER REOLVED, that the officers of this corporation be and they hereby are authorized and directed to do all acts and things whatsoever, whether within or without the State of Delaware; which may be in any way necessary or proper to effect said merger.

IN WITNESS WHEREOF, said VNU Business Media, Inc. has caused its corporate seal to be affixed and this certificate to be signed by Frederick A. Steinmann, Vice President, an authorized officer this 21st day of January, 2004.

By:	/s/ Fredrick A. Steinmann
	Authorized Officer
Name:	Frederick A. Steinmann
	Print or Type
Title:	Vice President

State of Delaware

Secretary of State

Division of Corporations

Delivered 06:55 PM 01/22/2004

FILED 06:55 PM 01/22/2004

SRV 040048402 – 2367673 FILE

STATE OF DELAWARE

CERTIFICATE OF MERGER OF

DOMESTIC CORPORATION AND

FOREIGN LIMITED LIABILITY COMPANY

Pursuant to Title 8, Section 264^© of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:

FIRST: The name of the surviving corporation is VNU Business Media, Inc., a Delaware Corporation, and the name of the limited liability company being merged into this surviving corporation is Sunshine Group Worldwide, LLC a New York limited liability company.

SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by the surviving corporation and the merging limited liability company.

THIRD: The name of the surviving corporation is VNU Business Media, Inc. and the Certificate of Incorporation of he surviving corporation shall be its Certificate of Incorporation.

FOURTH: The merger is to become effective on January 23, 2004.

FIFTH: The Agreement of Mergers is on file at 770 Broadway, New York, NY 10003, the place of business of the surviving corporation.

SIXTH: A copy of the Agreement of Merger will be furnished by the corporation on request, without cost, to any stockholder of any constituent corporation or partner of any constituent limited liability company.

IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by an authorized officer, the 22nd day of January A.D., 2004.

By:	/s/ F. A. Steinmann
	Authorized Officer
Name:	Fredrick A. Steimann
	Print or Type
Title:	Vice President

CERTIFICATE OF AMENDMENT OF THE

CERTIFICATE OF INCORPORATION OF

VNU BUSINESS MEDIA, INC

It is hereby certified that:

1. The name of the corporation is VNU Business Media, Inc.

2. The certificate of incorporation of the corporation is hereby amended by striking out Article FIRST thereof and by substituting in lieu of said Article the following new Article:

“FIRST: The name of the Corporation is Nielsen Business Media, Inc.”

3. The amendment of the certificate of incorporation herein certified has been duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, I have subscribed this document on the date set forth below and do hereby affirm, under the penalities of perjury, that the statements contained therein have been examined by me and are true and correct.

Date: January 24, 2007

/s/ Frederick Steinmann

Frederick A. Steinmann

Vice President

EX-3.47

Exhibit 3.47

BY-LAWS

OF

BPI Acquisition Inc.

(a Delaware corporation)

ARTICLE I

STOCKHOLDERS

Section 1.01 Annual Meeting. The annual meeting of the stockholders, for the purpose of electing directors and transacting such other business as may come before it, shall be held on such date and at such time and place, either within or without the State of Delaware, as may be specified by the Board of Directors.

Section 1.02 Special Meetings. Special meetings of the stockholders for any purpose or purposes may be called at any time by the Chairman of the Board, if any, by the President or by the Board of Directors; but they may not be called by any other person or persons. At a special meeting of the stockholders, no business shall be transacted which is not related to the purpose or purposes stated in the notice of meeting.

Any special meeting of the stockholders shall be held on such date and at such time and place, either within or without the State of Delaware, as may be specified by the person or persons calling the meeting.

Section 1.03 Notice of Meetings. Written notice of each stockholders’ meeting, stating the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes thereof, shall be given to each stockholder entitled to vote at the meeting not less than ten nor more than sixty days before the date of the meeting.

As of February 23, 1994

Section 1.04 Quorum. Except as otherwise provided in the certificate of incorporation or by law, at any meeting of the stockholders a majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum.

Section 1.05 Conduct of Meetings. The chief executive officer shall preside at any meeting of the stockholders. In such person’s absence, such other person as shall have been designated by the chief executive officer or the Board of Directors shall preside. The order of business at any meeting shall be as determined by the presiding officer.

The presiding officer shall have the power to prescribe such rules, regulations and procedures and to do all such things as in his judgment may be necessary or desirable for the proper conduct of the meeting, including, without limitation, the establishment of procedures for the maintenance of order and safety, limitations on the time allotted to questions or comments, restrictions on entry to the meeting after the time scheduled for the commencement thereof and the opening and closing of the voting polls.

If present, the Secretary shall act as secretary of any meeting of the stockholders. In the Secretary’s absence, such other person as the presiding officer shall designate shall act as secretary of the meeting.

2

It shall be the duty of the Secretary to prepare and make, at least ten days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 1.06 Voting. Except as otherwise provided in the certificate of incorporation or by law, (i) every holder of capital stock which is entitled to vote shall be entitled to one vote for each share of such stock registered in the name of such stockholder, (ii) directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors and (iii) any other corporate action shall be authorized by the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter.

3

Section 1.07 Stockholder Action Without a Meeting. Except as otherwise provided in the certificate of incorporation, whenever the stockholders are required or permitted to take any action at any annual or special meeting, such action may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

Section 1.08 Record Date. For the purpose of determining the stockholders entitled to notice of or to vote at any meeting of the stockholders or any adjournment thereof or to consent to corporate action in writing without a meeting or to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date (i) shall not be more

4

than sixty nor less than ten days before the date of such meeting, (ii) in the case of action by consent shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors and (iii) shall not be more than sixty days prior to such dividend, distribution, allotment, exercise or other action.

ARTICLE II

BOARD OF DIRECTORS

Section 2.01 Number. Except as otherwise provided in the certificate of incorporation, the number of directors shall be the number fixed from time to time by the Board or by the stockholders. The Board shall consist of 2 members until such number is changed as herein provided.

Section 2.02 Election and Term. At each annual meeting of the stockholders, directors shall be elected to hold office until their successors are elected and qualified or until their earlier resignation or removal.

Section 2.03 Meetings of the Board. Regular meetings of the Board of Directors shall be held at such times and places as the Board shall determine. Special meetings of the Board shall be held whenever called by the Chairman of the Board, if any, by the President or by a majority of the directors in office at the time.

Section 2.04 Notice of Meetings. No notice need be given of any regular meeting of the Board of Directors or of

5

any adjourned meeting of the Board. Nor need notice be given to any director who signs a written waiver thereof or who attends the meeting without protesting the lack of notice. Notices need not state the purpose of the meeting.

Notice of each special meeting of the Board shall be given to each director either by express mail at least 2 days before the meeting or by telecopy, telegram, telex, cable or like transmission, personal written delivery or telephone at least 2 days before the meeting. Any notice given by telephone shall be immediately confirmed by telecopy, telegram, telex, cable or like transmission. Notices are deemed to have been given: by mail, when deposited in the mail with postage prepaid; by telecopy, telegram, telex, cable or like transmission, at the time of sending; and by personal delivery or telephone, at the time of delivery. Written notices shall be sent to a director at the address designated by him for that purpose, or, if none has been so designated, at his last known residence or business address.

Section 2.05 Quorum and Vote of Directors. Except as otherwise provided in the certificate of incorporation or by law, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business or of any specified item of business and the vote of a majority of the directors present at a meeting at the time of such vote, if a quorum is then present, shall be the act of the Board.

6

Section 2.06 Conduct of Meetings. The Chairman of the Board, if any, shall preside at any meeting of the Board of Directors. In the absence of the Chairman of the Board, a chairman of the meeting shall be elected from the directors present. If present, the Secretary shall act as secretary of any meeting of the Board. In the absence of the Secretary, the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 2.07 Resignations of Directors. Any director of the Corporation may resign at any time by giving written notice to the Board of Directors or to the Secretary of the Corporation. Such resignation shall take effect at the time specified therein or, if such time is not specified therein, then upon receipt thereof; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 2.08 Removal of Directors. Except as otherwise provided in the certificate of incorporation or by law, any director or the entire Board of Directors may be removed, with or without cause, at any time by the holders of a majority of the shares then entitled to vote at an election of directors.

Section 2.09 Newly Created Directors and Vacancies. Except as otherwise provided in the certificate of incorporation or by law, newly created directorships resulting

7

from an increase in the number of directors and vacancies occurring in the Board of Directors for any reason including the removal of directors without cause may be filled by the affirmative vote of a majority of the directors then in office, although less than a quorum exists, or by a sole remaining director.

Section 2.10 Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation.

The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member.

Any such committee, to the extent provided in the resolution of the Board but subject to the limitation of Section 141(c) of the Delaware General Corporation Law, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it.

8

The provisions of Section 2.04 for notice of meetings of the Board shall apply also to meetings of committees, unless different notice procedures shall be prescribed by the Board.

Each such committee shall serve at the pleasure of the Board. It shall keep minutes of its meetings and report the same to the Board and shall observe such other procedures as are prescribed by the Board.

Section 2.11 Compensation of Directors. Each director shall be entitled to receive as compensation for his services as director or committee member or for attendance at meetings of the Board of Directors or committees, or both, such amounts (if any) as shall be fixed from time to time by the Board. Each director shall be entitled to reimbursement for reasonable traveling expenses incurred by him in attending any such meeting. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 2.12 Telephonic Meetings. Any one or more members of the Board of Directors or any committee thereof may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

9

Section 2.13 Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board or the committee consent thereto in writing and the writing or writings are filed with the minutes of proceedings of the Board or committee.

ARTICLE III

OFFICERS

Section 3.01 Officers. The officers of the Corporation shall include a President, a Treasurer and a Secretary and may also include a Chairman of the Board, a Vice Chairman of the Board, one or more Vice Presidents (who may be further classified by such descriptions as “executive,” “senior” or “group” as determined by the Board of Directors), a Controller, Assistant Vice Presidents, Assistant Treasurers, Assistant Secretaries, Assistant Controllers and other officers and agents, as the Board of Directors may deem necessary or desirable.

Each officer shall have such authority and perform such duties, in addition to those specified in these By-Laws, as may be prescribed by the Board from time to time. The Board may from time to time authorize any officer to appoint and remove any other officer or agent and to prescribe such person’s authority and duties. Any person may hold at one time two or more offices.

10

Section 3.02 Term of Office, Resignation and Removal. Each officer shall hold office for the term for which elected or appointed by the Board of Directors, and until the persons successor has been elected or appointed and qualified or until his earlier resignation or removal.

Any officer may resign at any time by giving written notice to the Board or to the Secretary of the Corporation. Such resignation shall take effect at the time specified therein or, if such time is not specified therein, then upon receipt thereof; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Any officer may be removed by the Board, with or without cause. The election or appointment of an officer shall not of itself create contract rights.

Section 3.03 Chairman of the Board. The Chairman of the Board shall be a member of the Board of Directors. The Chairman of the Board shall preside at all meetings of the stockholders and the Board of Directors and, if so designated by the Board, shall be the chief executive officer of the Corporation.

Section 3.04 President. Unless there shall be a Chairman of the Board or other person designated by the Board of Directors as the chief executive officer of the Corporation, the President shall be the chief executive officer of the

11

Corporation. Subject to the control of the Board of Directors and the Chairman of the Board (if designated chief executive officer), the President shall be responsible for the day-to-day management of the business and affairs of the Corporation and shall enjoy all other powers commonly incident to the office.

Section 3.05 Vice Presidents. Each of the Vice Presidents shall have such authority and perform such duties as may be prescribed from time to time.

Section 3.06 Treasurer and Assistant Treasurers. The Treasurer shall have the care and custody of all funds and securities of the Corporation, keep accounts of receipts and disbursements and of deposit or custody of moneys and other valuables and enjoy all powers commonly incident to the office.

In the case of the absence or inability to act of the Treasurer, any Assistant Treasurer may act in the Treasurer’s place.

Section 3.07 Secretary and Assistant Secretaries. The Secretary shall keep the minutes of the meetings of the stockholders and the Board of Directors and give notice of such meetings, have custody of the corporate seal and affix and attest such seal to any instrument to be executed under seal and enjoy all powers commonly incident to the office.

In the case of the absence or inability to act of the Secretary, any Assistant Secretary may act in the Secretary’s place.

12

Section 3.08 Controller and Assistant Controllers. The Controller shall have control of all books of account of the Corporation (other than those to be kept by the Treasurer), render accounts of the financial condition of the Corporation and enjoy all powers commonly incident to the office.

In the absence or inability to act of the Controller, any Assistant Controller may act in the Controller’s place.

Section 3.09 Compensation. Compensation of officers, agents and employees of the Corporation shall be fixed from time to time by, or under the authority of, the Board of Directors.

ARTICLE IV

CAPITAL STOCK

Section 4.01 Form of Certificates. Unless otherwise provided by resolution of the Board of Directors, the shares of stock of the Corporation shall be represented by certificates which shall be in such form as is prescribed by law and approved by the Board.

Section 4.02 Transfer of Shares. Transfers of shares of stock of the Corporation shall be registered on its records maintained for such purpose (i) upon surrender to the Corporation or a transfer agent of a certificate or certificates representing the shares requested to be transferred, with proper endorsement on the certificate or certificates or on a separate accompanying document, together

13

with such evidence of the payment of transfer taxes and compliance with other provisions of law as the Corporation or its transfer agent may require or (ii) if shares are not represented by certificates, upon compliance with such transfer procedures as may be approved by the Board or prescribed by applicable law.

The Corporation shall be entitled to treat the holder of record of any share as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not it shall have express or other notice thereof, except as expressly provided by law.

Section 4.03 Regulations. The Board of Directors shall have authority to make such rules and regulations as it may deem expedient concerning the issue, transfer and registration of shares of stock of the Corporation, including without limitation such rules and regulations as may be deemed expedient concerning the issue of certificates in lieu of certificates claimed to have been lost, destroyed, stolen or mutilated.

ARTICLE V

GENERAL PROVISIONS

Section 5.01. Corporate Seal. The Board of Directors may adopt a corporate seal, alter such seal at its pleasure and authorize it to be used by causing it or a facsimile to be affixed or impressed or reproduced in any other manner.

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Section 5.02 Fiscal Year. The fiscal year of the Corporation shall be such period as may be fixed by the Board of Directors from time to time.

Section 5.03 Indemnification. The Corporation shall indemnify, to the fullest extent permitted by the laws of the State of Delaware, each person who is or was a party or is threatened to be made a party to, or otherwise requires representation by counsel in connection with, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, trustee or administrator of another corporation, partnership, joint venture, trust or other enterprise or employee benefit plan, or by reason of any action alleged to have been taken or omitted in such capacity or in any other capacity while serving in such capacity. The right to indemnification conferred by this Section shall also include the right of such persons to be paid in advance by the Corporation for their expenses to the fullest extent permitted by the laws of the State of Delaware, The right to indemnification conferred on persons by this Section shall be a contract right.

15

The Corporation may, if and to the extent authorized by the Board of Directors of the Corporation in a specific case, indemnify employees or agents of the Corporation or of any such enterprise or plan in the same manner and to the same extent. The indemnification obligations set forth herein shall inure to the benefit of heirs, executors, administrators and personal representatives of those entitled to indemnification and shall be binding upon any successor to the Corporation to the fullest extent permitted by the laws of the State of Delaware.

The rights to indemnification and to the advancement of expenses conferred in this Section shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation or these By-Laws, agreement, vote of stockholders or disinterested directors or otherwise. References in this Section to the laws of the State of Delaware shall mean such laws as from time to time in effect (but, in the case of any amendment to such laws, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto):

The Corporation shall have the power to purchase and maintain insurance to indemnify (a) itself for any obligation which it incurs as a result of the indemnification of directors and officers and (b) directors and officers in all instances, whether or not such indemnification is otherwise provided for by law or the foregoing provisions of this Section 5.03, subject to any specific limitations of law.

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Neither any amendment or repeal of the foregoing provisions of this Section nor adoption of any provision of the Certificate of Incorporation or these By-Laws which is inconsistent with the foregoing provisions of this Section shall adversely affect any right or protection of a person existing at the time of such amendment, repeal or adoption.

Section 5.04 Voting Upon Stocks. Unless otherwise ordered by the Board of Directors, the chief executive officer of the Corporations or any other officer of the Corporation designated by the chief executive officer of the Corporation, shall have full power and authority on behalf of the Corporation to attend and to act and to vote in person or by proxy at any meeting of the holders of securities of any corporation in which the Corporation may own or hold stock or other securities, and at any such meeting shall possess and may exercise in person or by proxy any and all rights, powers and privileges incident to the ownership of such stock or other securities which the Corporation, as the owner or holder thereof, might have possessed and exercised if present. The chief executive officer of the Corporation, or any other officer of the Corporation designated by the chief executive officer of the Corporation, may also execute and deliver on

17

behalf of the Corporation powers of attorney, proxies, waivers of notice and other instruments relating to the stocks or securities owned or held by the Corporation. The Board of Directors may, from time to time, confer like powers upon any other person or persons.

Section 5.05 Amendments. These By-Laws and any amendments hereof may be amended or repealed, and new By-Laws may be adopted, either by the stockholders or by vote of a majority of all of the Board of Directors.

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EX-3.52

Exhibit 3.52

State of Delaware

Secretary of State

Division of Corporations

Delivered 06:46 PM 05/20/2003

FILED 06:09 PM 05/20/2003

SRV 030328505 – 3660734 FILE

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

• First: The name of the limited liability company is Nielsen Entertainment, LLC.

• Second: The address of its registered office in the State of Delaware is 615 South DuPont Highway in the City of Dover. The name of its Registered agent at such address is National Corporate Research, Ltd.

• Third: (Use this paragraph only if the company is to have a specific effective date of dissolution.) “The latest date on which the limited liability company is to dissolve is                     .”

• Fourth: (Insert any other matters the members determine to include herein.)

In Witness Whereof, the undersigned have executed this Certificate of Formation of Nielsen Entertainment, LLC this 20th day of May, 2003.

BY:	/s/ Mark Borino
	Authorized Person(s)
NAME:	Mark Borino
	Type or Print

EX-3.53

Exhibit 3.53

OPERATING AGREEMENT

OF

NIELSEN ENTERTAINMENT, LLC

ARTICLE I

OFFICES

Section 1. Principal Office—The principal office of the Company shall be as set forth in its Articles of Organization.

Section 2. Additional Offices—The Company may have such additional offices at such other place within or without the State of its organization as the Members may from time to time determine or as the business of the Company may require.

ARTICLE II

MEETINGS

Section 1. Annual Meeting—An annual meeting of Members shall be held within five (5) months after the close of the fiscal year of the Company on such date and at the time and place (either within or without the State of its organization) as shall be fixed by the Members. At the annual meeting the Members shall elect an Operating Manager and other officers and transact such other business as may properly be brought before the meeting.

Section 2. Special Meeting— A special meeting of Members may be called at any time by the Operating Manager and shall be called by the Operating Manager at the request in writing of a majority of the Members entitled to vote at such meeting. Any such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of Members shall be confined to the purposes set forth in the notice thereof.

Section 3. Notice of Meetings—Written notice of the time, place and purpose of every meeting of Members (and, if other than an annual meeting, the person or persons at whose discretion the meeting is being called), shall be given by the Operating Manager to each Member of record entitled to vote at such meeting, not less than ten nor more than fifty days prior to the date set for the meeting. Notice shall be given either personally or by mailing said notice by first class mail to each Member at his address appearing on the record book of the Company or at such other address supplied by him in writing to the Operating Manager of the Company for the purpose of receiving notice.

A written waiver of notice setting forth the purposes of the meeting for which notice is waived, signed by the person or persons entitled to such notice, whether before or after the time of the meeting stated therein, shall be deemed equivalent to the giving of such notice. The attendance by a Member at a meeting either in person or by proxy without protesting the lack of notice thereof shall constitute a waiver of notice of such Member.

All notices given with respect to an original meeting shall extend to any and all adjournments thereof and such business as might have been transacted at the original

1

meeting may be transacted at any adjournment thereof; no notice of any adjourned meeting need be given if an announcement of the time and place of the adjourned meeting is made at the original meeting.

Section 4. Quorum—The holders of a majority in interest of the Members present in person or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of members except as otherwise provided by statute or the Articles of Organization. A Member’s interest in the Company shall be in proportion to his contribution to the capital of the Company adjusted from time to time to reflect additions or withdrawals. The phrase “a majority in interest of the Members” shall mean Members who, in the aggregate, shall have Capital Contributions in excess of fifty (50%) percent of the total Capital Contributions of all of the Members. If, however, a quorum shall not be present or represented at any meeting of Members, the Members entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall, be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. When a quorum is once present to organize a meeting, such quorum is not deemed broken by the subsequent withdrawal of any Members.

Section 5. Voting —Every Member entitled to vote at any meeting shall be entitled to vote in accordance with his interest in the Company held by him of record on the date fixed as the record date for said meeting and may so vote in person or by proxy. Any Company action shall be authorized by a majority in interest of the votes cast by the Members entitled to Vote thereon except as may otherwise be provided by statute, the Articles of Organization or this Operating Agreement.

Section 6. Proxies—Every proxy must be signed by the Member entitled to vote or by his duly authorized attorney-in-fact and shall be valid only if filed with the Operating Manager of the Company prior to the commencement of voting on the matter in regard to which said proxy is to be voted. No proxy shall be valid after the expiration of eleven months from the date of its execution unless otherwise expressly provided in the proxy. Every proxy shall be revocable at the pleasure of the person executing it except as otherwise provided by statute. Unless the proxy by its terms provides for a specific revocation date and except as otherwise provided by statute, revocation of a proxy shall not be effective unless and until such revocation is executed in writing by the Member who executed such proxy and the revocation is filed with the Operating Manager of the Company prior to the voting of the proxy.

Section 7. Members’ List—A list of Members as of the record date, certified by the Operating Manager of the Company shall be prepared for every meeting of Members and shall be produced by the Operating Manager thereat.

Section 8. Inspectors at Meetings—In advance of any Members’ meeting, the Members may appoint one or more inspectors to act at the meeting or at any adjournment thereof and if not so appointed the person presiding at any such meeting may, and at the request of any

2

Member entitled to vote thereat shall, appoint one or more inspectors. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability.

Section 9. Conduct of Meeting—All meetings of Members shall be presided over by the Operating Manager, or if he is not present, by a Member thereby chosen by the Members at the meeting. The Operating Manager or the person presiding at the meeting shall appoint any person present to act as secretary of the meeting.

ARTICLE III

COMMITTEES

The Members, by resolution of a majority in interest of the Members, may designate from among themselves one or more committees, each consisting of three or more Members, and each of which, to the extent provided in such resolution, shall have all the authority of the Members except that no such committee shall have authority as to any of the following matters:

a) The filling of vacancies in any committee;

b) The fixing of compensation of the Members for serving on any committee;

c) The amendment or repeal of this Operating Agreement or the adoption of a new Operating Agreement; and

d) The amendment or repeal of any resolution of the Members which by its terms shall not be so amendable or repealable.

The Members may designate one or more Members as alternate members of any such committee who may replace any absent member or members at any meeting of such committee.

Each such committee shall serve at the pleasure of the Members. The Members shall have the power at any time to fill vacancies in, to change the membership of, or to discharge any such committee. Committees shall keep minutes of their proceedings and shall report same to the Members at the meeting of the Members next succeeding, and any action by the committee shall be subject to revision and alteration by the Members, provided that no rights of a third party shall be affected in any such revision or alteration.

ARTICLE IV

OFFICERS

Section 1. Executive Officers—The officers of the Company shall be an Operating Manager, a Secretary and a Treasurer and such other officers as the Members may determine. Any two or more offices may be held by the same person.

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Section 2. Election—The Operating Manager and the other officers shall be chosen by the Members and shall hold office for the term for which elected and until their successors have been elected and qualified. The Members may from time to time appoint all such other officers as they determine and such officers shall hold office from the lime of their appointment and qualifications until the time at which their successors are appointed and qualified. A vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the Members.

Section 3. Removal—Any officer may be removed from office by the Members at any time with or without cause.

Section 4. Delegation of Powers—The Members may from time to time delegate the powers or duties of any officer of the Company, in the event of his absence or failure to act otherwise, to any other officer or Member or person whom they may select.

Section 5. Compensation—The compensation of each officer shall be such as the Members may from time to time determine.

Section 6. Operating Manager—The Operating Manager shall be the chief executive officer of the Company and shall have general charge of the business and affairs of the Company, subject, however, to the right of the Members to confer specified powers on officers and subject generally to the direction of the Members.

Unless otherwise ordered by the Members, the Operating Manager, or in the event of his inability to act, an officer designated by the Members, shall have full power and authority on behalf of the Company to attend and to act and to Vote at any meeting of security holders of companies in which the Company may hold securities, and at such meetings shall possess and may exercise any and all rights and powers incident to the ownership of such securities, and which, as the owner thereof, the Company might have possessed and exercised, if present. The Members by resolution from time to time may confer like powers upon any other person or persons.

Section 7. Secretary—The Secretary shall keep the minutes of all meetings and record all votes of Members and committees in a book to be kept for that purpose. He shall give or cause to be given any required notice of meetings of Members or any committee, and shall be responsible for preparing or obtaining from a transfer agent appointed by the Members, the list of Members required by Article 11, Section 7 hereof. He shall be the custodian of the seal of the Company and shall affix or cause to be affixed the seal to any instrument requiring it and attest the same and exercise the powers and perform the duties incident to the office of Secretary subject to the direction of the Members.

Section 8. Treasurer—Subject to the direction of the Members, the Treasurer shall have charge of the general supervision of the funds and securities of the Company and the books of account of the Company and shall exercise the powers and perform the duties incident to the office of the Treasurer. If required by the Members, he shall give the Company a bond in such sum and with such sureties a may be satisfactory to the Members for the faithful discharge of his duties.

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Section 9. Other Officers—All other officers, if any, shall have such authority and shall perform such duties as may be specified from time to time by the Members.

ARTICLE V

RESIGNATIONS

Any officer of the Company or any member of any committee of the Members, may resign at any time by giving written notice to the Members, the Operating Manager or the Secretary. Any such resignation shall take effect at the time specified therein or, if the time is not specified therein, upon the receipt thereof, irrespective of whether any such resignations shall have been accepted.

ARTICLE VI

CERTIFICATES REPRESENTING MEMBERSHIP

Section 1. Form of Certificates—Each Member shall been entitled to a certificate or certificates in such form as prescribed by the Members and by any applicable statutes, which Certificate shall certify the interest of the Member in the Company. The Certificates shall be numbered and registered in the order in which they are issued and upon issuance the name in which each Certificate has been issued together with the interest in the Company represented thereby and the date of issuance shall be entered in the Membership book of the Company by the Secretary or by the transfer agent of the Company. Each certificate shall he signed by the Operating Manager and countersigned by the Secretary and shall be sealed with the Company Seal or a facsimile thereof. The signatures of the officers upon a certificate may also be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the Company itself or all employees of the Company. In case any officer who has signed or whose facsimile signature has beep placed upon a certificate shall have ceased to be such officer before the certificate is issued, such certificate may be issued by the Company with the same effect as if the officer had not ceased to be such at the time of its issue.

Section 2. Record Date for Members—For the purpose of determining the Members entitled to notice of, or to vote at any meeting of Members or any adjournment thereof or to express consent or dissent from any proposal without a meeting, or for the purpose of determining the Members entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the Members may fix, in advance, a date as the record date for any such determination of Members. Such date shall not be more than fifty nor less than ten days before the date of any meeting nor more than fifty days prior to any action taken without a meeting, the payment of any dividend or the allotment of any rights, or any other action. When a determination of Members of record entitled to notice of, or to vote at any meeting of Members has been made as provided in this Section, such determination shall apply to any adjournment thereof, unless the Members fix a new record date under this Section for the adjourned date.

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Section 3. Members of Record—The Company shall be entitled to treat the holder of record of any Membership certificate as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such membership interest on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of its organization.

ARTICLE VII

STATUTORY NOTICES

The Members may appoint the Treasurer or any other officer of the Company to cause to be prepared and furnished to members entitled thereto any special financial notice and/or statement which may be required by any applicable statute.

ARTICLE VIII

FISCAL YEAR

The fiscal year of the Company shall be fixed by the Members by resolution duly adopted, and, from time to time, by resolution duly adopted the Members may alter such fiscal year.

ARTICLE IX

COMPANY SEAL

The Company seal shall have inscribed thereon the name of the Company, the year and state of its creation and the words “A Limited Liability Company” and shall be in such form and contain such other words and/or figures as the Members shall determine. The Company seal may be used by printing, engraving, lithographing, stamping or otherwise making, placing or affixing, or causing to be printed, engraved, lithographed, stamped or otherwise made, placed or affixed, upon any paper or document, by any process whatsoever, an impression, facsimile or other reproduction of said Company seal.

ARTICLE X

BOOKS AND RECORDS

There shall be maintained at the principal office of the Company books of account of all the Company’s business and transactions.

There shall be maintained at the principal office of the company or at the office of the Company transfer agent a record containing the names and addresses of all Members, the number and class of membership interest held by such and the dates when they respectively became the owners of record thereof.

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ARTICLE XI

INDEMNIFICATION OF OFFICERS.

EMPLOYEE AND AGENTS

Any person made or threatened to be made a party to an action or proceeding, whether civil or criminal, by reason of the fact that he, his testator or intestate, then, is, or was a manager, member, employee or agent of the Company, or then serves or has served on behalf of the company in any capacity at the request of the Company, shall be indemnified by the Company against reasonable expenses, judgments, fines and amounts actually and necessarily incurred in connection with the defense of such action or proceeding or in connection with an appeal therein, to the fullest extent permissible by the laws of the State of Delaware. Such right of indemnification shall not be deemed exclusive of any other rights to which such person may be entitled.

ARTICLE XII

AMENDMENTS

The Members entitled at the time to vote by vote of a majority in interest of the Members, shall have the power to amend or repeal this Operating Agreement, and to adopt a new Operating Agreement

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the 22^nd day of May 2003.

Operating Manager:	/s/ Michael P. Connors
	Michael P. Connors
Secretary:	/s/ Michael J. Duffy
	Michael J. Duffy
Treasurer:	/s/ Peter K. Gersky
	Peter K. Gersky
Member:	VNU MARKETING INFORMATION, INC.
	By:	/s/ Thomas A. Mastrelli
		Thomas A. Mastrelli
		Chief Operating Officer

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EX-3.54

Exhibit 3.54

THE PRENTICE-HALL CORPORATION SYSTEM, INC.

229 SOUTH STATE STREET

DOVER, KENT COUNTY, DELAWARE

19901

CERTIFICATE OF INCORPORATION

OF

NIELSEN CLEARING HOUSE, INC.

The undersigned, a natural person, for the purpose of organizing a corporation for conducting the business and proacting the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the acts of amendatory thereof and supplemental thereto, and known, identified and referred to as the General Corporation Law of the State of Delaware”), hereby certifies that:

FIRST: The name of the corporation (hereinafter called the “corporation”) is NIELSEN CLEARING HOUSE, INC.

SECOND: The address, including street, number, city, and county, of the registered office of the corporation in the State of Delaware is 229 South State Street, City of Dover, County of Kent; and the name of the registered agent of the corporation in the State of Delaware at such address is The Prentice-Hall Corporation System, Inc.

THIRD: The nature of the business and of the purposes to be conducted and promoted by the corporation are as follows:

To provide services in the marketing and promotion of consumer products.

To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH: The total number of shares of stock which the corporation shall have authority to issue is One Thousand (1,000). The par value of each of such shares is One Dollar ($1.00). All such shares are of one class and are shares of Common Stock.

FIFTH: The name and the mailing address of the incorporator are as follows:

NAME	MAILING ADDRESS
R. G. Dickerson	229 South State Street, Dover, Delaware

SIXTH: The corporation is to have perpetual existence.

SEVENTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such a manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

EIGHTH: For the management of the business and for the conduct of the affairs of the corporation, and in further definition, limitation, and regulation of the powers of the corporation and of its directors and of its stockholders or any class thereof, as the case may be, it is further provided:

1. The management of the business and the conduct of the affairs of the corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the By-Laws. The phrase “whole Board” and the phrase “total number of directors” shall be deemed to have the same meaning, to wit, the total number of directors which the corporation would have if there were no vacancies. No election of directors need be by written ballot.

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2. After the original or other By-Laws of the corporation have been adopted, amended, or repealed, as the case may be, in accordance with the provisions of Section 109 of the General Corporation Law of the State of Delaware, and, after the corporation has received any payment for any of its stock, the power to adopt, amend, or repeal the By-Laws of the corporation may be exercised by the Board of Directors of the corporation; provided, however, that any provision for the classification of directors of the corporation for staggered terms pursuant to the provisions of subsection (d) of Section 141 of the General Corporation Law of the State of Delaware shall be set forth in an initial By-Law or in a By-Law adopted by the stockholders entitled to vote of the corporation unless provisions for such classification shall be set forth in this certificate of incorporation.

3. Whenever the corporation shall be authorized to issue only one class of stock, each outstanding share shall entitle the holder thereof to notice of, and the right to vote at, any meeting of stockholders. Whenever the corporation shall be authorized to issue more than one class of stock, no outstanding share of any class of stock which is denied voting power under provisions of the certificate of incorporation shall entitle the holder thereof to the right to vote at any meeting of stockholders except as the provisions of paragraph (c) (2) of section 242 of the General Corporation Law of the State of Delaware shall otherwise require; provided, that no share of any such class which is otherwise denied voting power shall entitle the holder thereof to vote upon the increase or decrease in the number of authorized shares of said class.

NINTH: The corporation shall, to the fullest extent permitted by section 145 of the General Corporation Law of the State Delaware, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section, and the indemnification provided for here shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any By-Law, agreement, vote of

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stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

TENTH: From time to time any of the provisions of this certificate of incorporation may be amended, altered or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force many be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the corporation by this certificate of incorporation are granted subject to the provisions of this Article TENTH.

Signed on October 14, 1980.

/s/ R. G. Dickerson

R. G. Dickerson

Incorporator

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CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE

* * * * *

NIELSEN CLEARING HOUSE, INC.             , a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

The present registered agent of the corporation is The Prentice-Hall Corporation System, Inc.                      and the present registered office of the corporation is in the county of Kent.

The Board of Directors of NIELSEN CLEARING HOUSE, INC.                      adopted the following resolution in the 12^th day of October, 1989.

Resolved, that the registered office of NIELSEN CLEARING HOUSE, INC. in the state of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of this corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed the registered agent of this corporation at the address of its registered office.

IN WITNESS WHEREOF, NIELSEN CLEARING HOUSE, INC. has caused this statement to be signed by James W. Carter, Jr.                     , its                          President and attested by Mary A. Dresdow, its                              Secretary this 16^th day of October                     , 1989.

By	/s/ James W. Carter Jr.
	James W. Carter Jr. President

ATTEST:
By	/s/ Mary A. Dresdow
	Mary A. Dresdow Secretary

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AM 06/14/1991

31165018 - 900945

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

NIELSEN CLEARING HOUSE, INC.

It is hereby certified that:

1. The name of the corporation (hereinafter called the “corporation”) is Nielsen Clearing House, Inc.

2. The certificate of incorporation of the corporation is hereby amended by striking out Article First thereof and by substituting in lieu of said Article the following new Article:

“FIRST: The name of the corporation (hereinafter called the “corporation”) is NIELSEN HOLDINGS, INC.”

3. The amendment of the certificate of incorporation herein certified has been duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

Signed and attested to on June 11, 1991.

/s/ James W. Carter, Jr.

James W. Carter, Jr.,

President

Attest:

/s/ Mary A. Dresdow

Mary A. Dresdow

Secretary

EX-3.55

Exhibit 3.55

NIELSEN HOLDINGS, INC.

BY-LAWS

Amended Through October 24, 1989

ARTICLE I

Offices

Section 1.1. Registered Office. The registered office in the State of Delaware shall be in the city of Wilmington, County of New Castle, and the name of the resident agent in charge thereof is The Corporation Trust Company.

Section 1.2. Other Offices. The corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II

Meetings of Stockholders

Section 2.1. Annual Meeting. The annual meeting of the stockholders shall be held on the second Monday in February in each year, if not a legal holiday, or, if a legal holiday, then on the next succeeding business day, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the election of directors shall not be held on the day herein designated for the annual meeting, or at any adjournment thereof, the Board of Directors shall cause such election to be held at a special meeting of the stockholders as soon thereafter as convenient.

Section 2.2. Special Meetings. Except as otherwise prescribed by statute or the Certification of Incorporation, special meetings of the stockholders for any purpose or purposes, may be called and the location thereof designated by the President or the Chairman of the Board, and shall be called by the Secretary at the request in writing of a majority of the Board of Directors.

Section 2.3. Place of Meetings. Each meeting of stockholders shall be held at such place within or without the State of Delaware, as the Board of Directors shall designate, or if no such designation is made, at the principal office of the corporation.

Section 2.4. Notice of Meetings. Written or printed notice stating the place, date and hour of each annual or special meeting of the stockholders and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than fifty (50) days before the date of the meeting. (See also Article IV.)

Section 2.5. Stockholder List. At least ten (10) days before every meeting of stockholders, the Secretary shall prepare a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each such stockholder and the number of shares registered in the name of each such stockholder. Such list shall be open to examination by any stockholder of the corporation during ordinary business hours, for any purpose germane to the meeting, for a period of at least ten (10) days prior to the meeting, at a place within the city where the meeting is to be held, which place shall be specified in the notice of meeting, or, if not so specified, at the place where the meeting is to be held. The list shall be produced and kept at the time and place of meeting during the whole time thereof, and subject to the inspection of any such stockholder who may be present.

Section 2.6. Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall be requisite for, and shall constitute, a quorum at all meetings of the stockholders of the corporation for the transaction of business, except as otherwise provided by statute or these by-laws. If a quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from. time to time, without notice other than announcement at the meeting if the adjournment is for thirty days or less or unless after the adjournment a new record date is fixed, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed.

Section 2.7. Proxies. At every meeting of the stockholders, each stockholder having the right to vote thereat shall be entitled to vote in person or by proxy. Such proxy shall be appointed by an instrument in writing subscribed by such stockholder and bearing a date not more than three (3) years nor to such meeting, unless such proxy provides for a longer period, and shall be filed with the Secretary of the corporation before, or at the time of, the meeting.

Section 2.8. Voting. At every meeting of the stockholders, each stockholder shall be entitled to one vote for each share of stock entitled to vote thereat which is registered in the name of such stockholder on the books of the corporation. When a quorum is present at any meeting of the stockholders, the vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote at the meeting shall be sufficient for the transaction of any business, unless otherwise provided by statute, the Certificate of Incorporation or these by-laws.

Section 2.9. Voting of Certain Shares. Shares standing in the name of another corporation, domestic or foreign, and entitled to vote may be voted by such officer, agent, or proxy as the by-laws of such corporation may prescribe or, in the absence of such provision, as the Board of Directors of such corporation may determine. Shares standing in’ the name of a deceased person, a minor or an incompetent and entitled to vote may be voted by his administrator, executor, guardian or conservator, as the case may be, either in person or by proxy. Shares standing in the name of a trustee and entitled to vote may be voted by such trustee, either in person or by proxy to the full extent provided by Delaware law. Shares standing in the name of a receiver and entitled to vote may be voted by such receiver. A stockholder some or all of whose shares, otherwise entitled to vote, are pledged shall be entitled to vote such shares unless, in the transfer of such pledged shares on the books of the corporation, such stockholder

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as pledgor has expressly empowered the pledgee to vote thereon, in which case only the pledgee, or the pledgee’s proxy, may represent such stock and vote thereon. Shares standing in the name of two or more persons and shares with two or more persons having the same fiduciary relationship respecting such shares shall be voted in accordance with the provisions of Section 217(b) of the Delaware General Corporation Law.

Section 2.10. Treasury Stock. Share of its own stock belonging to this corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such corporation is held by this corporation, shall not be voted at any meeting and shall not be counted in determining the total number of outstanding shares. Nothing in this section shall be construed as limiting the right of this corporation to vote shares of its own stock held by it in a fiduciary capacity.

Section 2.11. Action Without Meeting. Whenever the vote of stockholders at a meeting thereof is required or permitted to be taken in connection with any corporate action, the meeting and vote of stockholders may be dispensed with if all of the stockholders who would have been entitled to vote upon the action if such meeting were held shall consent in writing to such corporate action being taken.

ARTICLE III

Directors

Section 3.1. Number and Term. The number of directors which shall constitute the whole Board shall be fixed from time to time by the Board of Directors, and, in the absence of such action by the Board, the number of directors shall be three (3). The directors shall be elected at the annual meeting of the stockholders, or at any adjournment thereof, except as provided in Sections 2.1 and 3.2 of these by-laws, and each director elected shall hold office until his successor shall be elected and shall qualify. Directors need not be residents of the State of Delaware or stockholders of this corporation.

Section 3.2. Resignations and Vacancies. Any director may resign at any time by giving written notice to the Board of Directors or to the President. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective, If, at any time other than the annual meeting of the stockholders, any vacancy occurs in the Board of Directors caused by resignation, death, retirement, disqualification or removal from office of any director or otherwise, or any new directorship is created by any increase in the authorized number of directors by amendment of Section 3.1 of these by-laws, a majority of the directors then in office, though less than a quorum, may choose a successor, or fill the newly created directorship, and the director so chosen shall hold office until the next annual election of directors by the stockholders and until his successor shall be duly elected and qualified, unless sooner displaced.

Section 3.3. Management of Affairs of Corporation. The property and business of the corporation shall be managed by its Board of Directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Certificate of

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Incorporation or by these by-laws directed or required to be exercised or done by stockholders. In case the corporation shall transact any business or enter into any contract with a director, or with any firm of which one or more of its directors are members, or with any trust, firm, corporation or association in which any director is stockholder, director or officer or otherwise interested, such directors shall be severally under the duty of disclosing all material facts as to their interest to the remaining directors promptly if and when such interested directors shall become advised of the circumstances; and no such contract or transaction shall be void or voidable solely by reason of such disclosed interest or solely because such interested director was present at or participated in the meeting of the board or committee thereof which authorized the contract or transaction, or solely because his or their votes are counted for such purpose, if the board or committee thereof in good faith authorizes such contract or transaction by a vote sufficient for such purpose without counting the vote of such interested director or directors. In the case of continuing relationships in the normal course of business, such disclosure shall be deemed effective, when once given, as to all transactions and contracts subsequently entered into.

Section 3.4. Dividends. Dividends upon stock of the corporation may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, in shares of stock or otherwise in the form, and to the extent, permitted by law.

Section 3.5. Reserves. The Board of Directors may set apart out of any funds of the corporation available for dividends a reserve or reserves for working capital or for any other lawful purpose, and also may abolish any such reserve in the manner in which it was created.

Section 3.6. Regular Meetings. An annual meeting of the Board of Directors shall be held, without other notice than this by-law, immediately after, and at the same place as, the annual meeting of the stockholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Delaware, for the holding of additional regular meetings without other notice than such resolution.

Section 3.7. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board or the President and shall be called by the Secretary at the request of any two directors, to be held at such time and place, either within or without the State of Delaware, as shall be designated by the call and specified in the notice of such meeting; and notice thereof shall be given as provided in Section 3.8 of the by-laws.

Section 3.8. Notice of Special Meetings. Except as otherwise prescribed by statute, written notice of the time and place of each special meeting of the Board of Directors shall be given at least three (3) days prior to the time of holding the meeting. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except when a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Unless otherwise provided by statute neither the business to be transacted at, nor the purpose of, any special meeting of the Board of Directors need be specified in any notice, or waiver of notice, of such meeting. (See also Articles IV and X.)

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Section 3.9. Quorum. At each meeting of the Board of Directors, the presence of not less than a majority of the directors then in office shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute. If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. In determining the presence of a quorum at a meeting of the directors or a committee thereof for the purpose of authorizing a contract or transaction between the corporation and any other corporation, partnership, association, or other organization in which one or more of its directors are directors or officers, or have a financial interest, such interested directors may be counted in determining a quorum.

Section 3.10. Presumption of Assent. Unless otherwise provided by statute, a director of the corporation who is present at a meeting of the Board of Directors at which action is taken on any corporate matter shall be conclusively presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

Section 3.11. Action Without Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting, if all members of the board or of such committee, as the case may be, consent thereto in writing and such writing or writings are filed with the minutes of proceedings of the board or such committee.

Section 3.12. Presiding Officer. The presiding officer of any meeting of Directors shall be the Chairman of the Board, or in his absence, the President. In the absence of both the Chairman and the President, any other Director elected chairman by vote of a majority of the Directors present at the meeting shall preside.

Section 3.13. Committees of Directors. The Board of Directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of two or more directors of the corporation, which, to the extent provided in the resolution, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it. The Board of Directors may designate one or more directors as alternate members of any such committee, who may replace any absent or disqualified member thereof. In the absence or disqualification of any member of such committee or committees and appointed alternates who have had notice of such meeting, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

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Section 3.14. Fees and Compensation of Directors. Directors shall receive such compensation for their services, which may or may not be conditioned upon attendance at Board Meetings, as may be set from time to time by resolution of the Board of Directors. Member of the Board shall be allowed their reasonable traveling expenses when actually engaged in the business of the corporation, to be audited and allowed as in other cases of demands against the corporation. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

Section 3.15. Reliance Upon Records. Every director of the corporation, or member of any committee designated by the Board of Directors pursuant to authority conferred by Section 3.13 of these by-laws, shall, in the performance of his duties, be fully protected in relying in good faith upon the books of account or reports made to the corporation by any of its officials, or by an independent certified public accountant, or by an appraiser selected with reasonable care by the Board of Directors or by any such committee, or in relying in good faith upon such other records of the corporation including, without limiting the generality of the foregoing, those as to the value and amount of assets, liabilities and/or net profits of the corporation, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared or paid, or with which the corporation’s stock might properly be purchased or redeemed.

ARTICLE IV

Notices.

Section 4.1. Manner of Notice. Whenever under the provisions of the statutes or these by-laws notice is required to be given to any director, member of any committee designated by the Board of Directors pursuant to authority conferred by Section 3.13 of these by-laws or stockholder, it shall not be construed to require personal delivery, and such notice may be given in writing by depositing it, in a sealed envelope, in the United States mails, air mail or first class, postage prepaid, addressed to (or by delivering it to a telegraph company, charges prepaid, for transmission to) such director, member or stockholder either at the address of such director, member or stockholder as it appears on the books of the corporation or, in the case of such a director or member, at his business address; and such notice shall be deemed to be given at the time when it is thus deposited in the United States mails (or delivered to the telegraph company).

Section 4.2. Waiver of Notice. Whenever any notice is required to be given under the provisions of the statutes, the Certificate of Incorporation, or these by-laws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V

Officers

Section 5.1. Officers and Official Positions. The officers of the corporation shall be a Chairman of the Board, a President, one or more Vice Presidents, a Treasurer, a Secretary, and such Assistant Secretaries and other officers as the Board of Directors shall determine. Any two

6

or more offices may be held by the same person, except the offices of President and Secretary. None of the officers need be a director, a stockholder of the corporation, or a resident of the State of Delaware, except that the Chairman of the Board and the President shall be Directors of the corporation. The Board of Directors may from time to time establish, and abolish, official positions within the divisions into which the business and operations of the corporation are divided, pursuant to Section 6.1 of these by-laws, and assign titles and duties to such positions. Those appointed to official positions within divisions may, but need not, be officers of the corporation. The Board of Directors shall appoint officers to official positions within a division and may with or without cause remove from such a position any person appointed to it. In any event, the authority incident to an official position within a division shall be limited to acts and transactions within the scope of the business and operations of such division.

Section 5.2. Election and Term of Office. The officers of the corporation shall be elected annually by the Board of Directors at its regular annual meeting. If the election of officers shall not be held at such meeting, such election shall be held at a regular or special meeting of the Board of Directors as soon thereafter as may be convenient. Each officer shall hold office for such term or during the pleasure of the Board of Directors as the Board of Directors shall specify, or until his death, or until he shall resign, or shall have been removed in the manner hereinafter provided.

Section 5.3. Removal and Resignation. Any officer may be removed, either with or without cause, by a majority of the Directors at the time in office at any regular or special meeting of the Board; but such removal shall be without prejudice to the contract rights, if any, of such person so removed. Any officer may resign at any time by giving written notice to the Board of Directors, to the Chairman of the Board, or to the President or to the Secretary of the corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 5.4. Vacancies. A vacancy in any office because of death, resignation, removal, or any other cause may be filled for the unexpired portion of the term by the Board of Directors.

Section 5.5. Chairman of the Board. The Chairman, when present, shall preside at all meetings of the shareholders and directors. He shall assume the President’s responsibilities in case of the incapacity or death of the President. The Chairman shall have signing authority equivalent to that of the President.

Section 5.6. President. The President shall be the principal executive officer of the corporation and he shall, in general, supervise and administer all of the business and affairs of the corporation. He shall have authority to designate the duties and powers of other officers and delegate special powers and duties to specified officers, so long as such designation shall not be inconsistent with the statutes, these by-laws or action of the Board of Directors or the Chairman of the Board. He shall also have power to execute deeds, mortgages, bonds, contracts or other instruments of the corporation except where required by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors or by the Chairman of the Board or by the President to some other officer or agent of the corporation. The President may sign with the Secretary or an Assistant Secretary certificates for

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shares of stock of the corporation the issuance of which shall have been duly authorized by the Board of Directors, and shall vote, or give a proxy to any other person to vote, all shares of the stock of any other corporation standing in the name of the corporation. In the event of the absence, inability to act or preference of the Chairman of the Board, the President shall preside at meetings of the stockholders and Directors and shall perform all other duties of the Chairman and, when so acting, shall have all of the powers of and be subject to any restrictions imposed upon the Chairman.

Section 5.7. Vice Presidents. Each Vice President shall have only such powers and perform such duties as from time to time may be prescribed for him by the Board of Directors or the Chairman of the Board or the President.

Section 5.8. Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements and shall render to the Chairman of the Board, the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the corporation. If required by the Board of Directors, the Treasurer shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

Section 5.9. Secretary. The Secretary shall: (a) keep the minutes of the meetings of the stockholders, the Board of Directors and committees of Directors, in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) have charge of the corporate records and of the seal of the corporation; (d) affix the seal of the corporation or a facsimile thereof, or cause it to be affixed, to all certificates for shares prior to the issuance thereof and to all documents the execution of which on behalf of the corporation under its seal is duly authorized by the Board of Directors or otherwise in accordance with the provisions of these by-laws; (e) sign with the President, or a Vice President, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to such office by the Chairman of the Board or by the President or by the Board of Directors. The Secretary may delegate such details of the performance of duties of the office as may be appropriate in the exercise of reasonable care to one or more persons, but shall not thereby be relieved of responsibility for the performance of such duties.

Section 5.10. Assistant Secretaries. The Assistant Secretaries shall, in the absence of the Secretary perform all functions and duties of the Secretary and in addition shall assume such functions and duties as the Secretary may delegate, but such delegation shall in nowise relieve the Secretary of the responsibilities and liability of his office.

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ARTICLE VI

Divisions

Section 6.1. Divisions of the Corporation. The Board of Directors shall have the power to create and establish such operating divisions of the corporation as they may from time to time deem advisable.

Section 6.2. Official Positions Within a Division. The President may appoint individuals who are not officers of the corporation to, and may, with or without cause, remove them from, official positions established within a division, but not filled, by the Board of Directors. (See also Section 5.1 of these by-laws.)

ARTICLE VII

Contracts, Loans, Checks and Deposits

Section 7.1. Contracts and Other Instruments. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, or of any division thereof, and such authority may be general or confined to specific instances.

Section 7.2. Loans. No loans shall be contracted on behalf of the corporation, or any division thereof, and no evidence of indebtedness shall be issued in the name of the corporation, or any division thereof, unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 7.3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, or any division thereof, shall be signed by such officer or officers, agent or agents of the corporation, and in such manner as shall from time to time be determined by the Board of Directors.

Section 7.4. Deposits. All funds of the corporation, or any division thereof, not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

ARTICLE VIII

Certificates of Stock and Their Transfer

Section 8.1. Certificates of Stock. The certificates of stock of the corporation shall be in such form as may be determined by the Board of Directors, shall be numbered and shall be entered in the books of the corporation as they are issued. They shall exhibit the holder’s name and number of shares and shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary. If any stock certificate is signed (a) by a transfer agent or an

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assistant transfer agent or (b) by a transfer clerk acting on behalf of the corporation and a registrar, the signature of any such officer may be facsimile. In case any such officer whose facsimile signature has thus been used on any such certificate shall cease to be such officer, whether because of death, resignation or otherwise, before such certificate has been delivered by the corporation, such certificate may nevertheless be delivered by the corporation, as though the person whose facsimile signature has been used thereon had not ceased to be such officer. All certificates properly surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued to evidence transferred shares until the former certificate for at least a like number of shares shall have been surrendered and cancelled and the corporation reimbursed for any applicable taxes on the transfer, except that in the case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms, and with such indemnity (if any) to the corporation, as the Board of Directors may prescribe specifically or in general terms or by delegation to the transfer agent. (See Section 8.2.)

Section 8.2. Lost or Destroyed Certificates. The Board of Directors in individual cases, or by general resolution or by delegation to the transfer agent, may direct a new certificate or certificates to be issued by the corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed.

Section 8.3. Transfer of Stock. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, and upon payment of applicable taxes with respect to such transfer, it shall be the duty of the corporation, subject to such rules and regulations as the Board of Directors may from time to time deem advisable concerning the transfer and registration of certificates for shares of capital stock of the corporation, to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Transfers of shares shall be made only on the books of the corporation by the registered holder thereof or by his attorney or successor duly authorized as evidence by documents filed with the Secretary or transfer agent of the corporation.

Section 8.4. Restrictions on Transfer. Any stockholder may enter into an agreement with other stockholders or with the corporation providing for reasonable limitation or restriction on the right of such stockholder to transfer shares of Common Stock of the corporation held by him, including, without limiting the generality of the foregoing, agreements granting to such other stockholders or to the corporation the right to purchase for a given period of time any of such shares on terms equal to terms offered such stockholders by any third party. Any such limitation or restriction on the transfer of shares of this corporation may be set forth on certificates representing shares of Common Stock or notice thereof may be otherwise given to the corporation or the transfer agent, in which case the corporation or the transfer agent shall not transfer such shares upon the books of the corporation without receipt of satisfactory evidence of compliance with the terms of such limitation or restriction; provided, however, no such restriction, unless noted conspicuously on the security, shall be effective against anyone found by a court of competent jurisdiction to be other than a person with actual knowledge of the restriction.

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Section 8.5. No Fractional Share Certificates. Certificates shall not be issued representing fractional shares of stock.

Section 8.6. Closing Transfer Books or Fixing Record Date. The Board of Directors may close the stock transfer books of the corporation for a period not exceeding sixty days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or the date for the allotment of rights or the date when any change, or conversion or exchange of capital stock shall go into effect, or in connection with obtaining the consent of stockholders for any purpose. In lieu of closing the stock transfer books as aforesaid, the Board of Directors may fix in advance a date, not exceeding sixty (60) days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining such consent, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting, and adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect to any such change, conversion or exchange of capital stock, or to give such consent, and in such case such stockholders and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the corporation after any such record date fixed as aforesaid.

Section 8.7. Stockholders of Record. The corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE IX

Indemnification

In General. Each person who at any time is or shall have been a director, officer, employee or agent of this Corporation, or is or shall have been serving at the request of this Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, and his heirs, executors and administrators, shall be indemnified by this Corporation in accordance with and to the full extent permitted by the General Corporation Law of Delaware as in effect at the time of adoption of this by-law or as amended from time to time. The foregoing right of indemnification shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise. If authorized by the Board of Directors, the Corporation may purchase and maintain insurance on behalf of any person to the full extent permitted by the General Corporation Law of Delaware as in effect at the time of the adoption of this by-law or as amended from time to time.

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ARTICLE X

General Provisions

Section 10.1. Fiscal Year. The fiscal year of the corporation shall be determined by the Board of Directors.

Section 10.2. Seal. The corporate seal shall have inscribed thereon the name of the corporation and the words “CORPORATE SEAL” and “DELAWARE”; and it shall otherwise be in the form approved by the Board of Directors. Such seal may be used by causing it, or a facsimile thereof, to be impressed or affixed or reproduced, or otherwise.

ARTICLE XI

Amendments

Amendments by Directors. Any provision of these by-laws may be altered, amended or repealed from time to time by the affirmative vote of a majority of the directors then qualified and acting at any regular meeting of the board at which a quorum is present, or at any special meeting of the board at which a quorum is present if notice of the proposed alteration, amendment or repeal be contained in the notice of such special meeting; provided, however, that no reduction in the number of directors shall have the effect of removing any director prior to the expiration of his term of office

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EX-3.56

Exhibit 3.56

THE PRENTICE-HALL CORPORATION SYSTEM, INC.

229 SOUTH STATE STREET

DOVER, KENT COUNTY, DELAWARE

10001

CERTIFICATE OF INCORPORATION

OF

PHAROS INTERNATIONAL, INC.

The undersigned, a natural person, for the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the act amendatory thereof and supplemental thereto, and known, identified and referred to as the “General Corporation Law of the State of Delaware”), hereby certifies that:

FIRST: The name of the Corporation (hereinafter called the “Corporation”) is

PHAROS INTERNATIONAL, INC.

SECOND: The address, including street, number, city, and county, of the registered office of the corporation in the State of Delaware is 229 South State Street, City of Dover, County of Kent; and the name of the registered agent of the corporation in the State of Delaware at such address is The Prentice-Hall Corporation System, Inc.

THIRD: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware, and without limiting the generality of the foregoing:

To acquire, develop and market computerized information/data based systems to pharmacies and drug stores, the input for which is drawn from prescription and patient record files, inventory cards, and point-of-purchase accounting records located in pharmacies and drug stores.

FOURTH: The total number of shares of stock which the corporation shall have authority to issue is Ten thousand (10,000), consisting of Five Thousand (5,000) shares of Class A Stock, all of a par value of One Dollar ($1.00) each, and Five Thousand (5,000) shares of Class B Stock, all of a par value of one Dollar ($1.00) each.

The designation, preferences, privileges and voting powers of the share of each class and restrictions or qualifications thereof are as follows:

The holders of the Class A Stock and the holders of the Class B Stock shall be entitled to the same rights and privileges, and shall share equally, share and share alike, in the distribution of any funds which the Board of Directors may declare or set aside or pay out as dividends, and shall share equally, share and share alike, in the distribution of all assets of the corporation after the payment of its debts or liabilities in the event of any liquidation, dissolution or winding up of the corporation, and shall be alike in all other respects provided, however, except as otherwise may be required by law, the Class A Stock, voting as a class, shall at all times be entitled to elect members to the Board of Directors, and their successors (to be designated Class A Directors) in such numbers that there shall always be four times the number of Class A Directors as there are Class B Directors. The holders of the shares of Class B Stock, voting as class, shall be entitled to elect the remaining members of the Board, to be designated Class B Directors.

Each share of stock of either class of the corporation shall entitle the holder thereof to a pre-emptive right, for a period of thirty days, to subscribe for, purchase, or otherwise acquire any shares of stock of the same class of the corporation or any equity and/or voting shares of stock of any class of the corporation which the corporation proposes to issue or any rights or options which the corporation proposes to grant for the purchase of shares of stock of the same class of the corporation or of equity and/or voting shares of any class of stock of the corporation or for the purchase of any shares of stock, bonds, securities, or obligations of the corporation which are convertible into or exchangeable for, or which carry any rights, to subscribe for, purchase, or otherwise acquire shares of stock of the same class of the corporation or equity and/or voting shares of stock of any class of the corporation, whether now or hereafter authorized or created, whether having unissued or treasury status, and whether the proposed issue, reissue, transfer, or grant is for cash, property, or any other lawful consideration; and after the expiration of said thirty days, any and all of such shares of stock, rights, options, bonds, securities or obligations of the corporation may be issued, reissued, transferred, or granted by the Board of Directors, as the case may be, to such persons, firms, corporations and associations, and for such lawful consideration, and on such terms, as the Board of Directors in its discretion may

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determine. As used herein, the terms “equity shares” and “voting shares” shall mean, respectively, shares of stock which confer unlimited dividend rights and shares of stock which confer unlimited voting rights in the election of one or more directors. Holders of the shares of Class A Stock shall have no pre-emptive right to acquire shares of Class B Stock, nor shall holders of the shares of Class B Stock have any pre-emptive right to acquire shares of Class A Stock.

FIFTH: The name and the mailing address of the incorporator are as follows:

NAME	MAILING ADDRESS
R. G. Dickerson	229 South State Street Dover, Delaware 19901

SIXTH: The corporation is to have perpetual existence.

SEVENTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

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EIGHTH: For the management of the business and for the conduct of the affairs of the corporation, and in further definition, limitation and regulation of the powers of the corporation and of its directors and of its stockholders or any class thereof, as the case may be, it is further provided:

1. The management of the business and the conduct of the affairs of the corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the By-Laws. The phrase “whole Board” and the phrase “total number of directors,” shall be deemed to have the same meaning, to wit, the total number of directors which the corporation would have if there were no vacancies. No election of directors need be by written ballot.

2. After the original or other By-Laws of the corporation have been adopted, amended, or repealed, as the case may be, in accordance with the provisions of Section 109 of the General Corporation Law of the State of Delaware, and after the corporation has received any payment for any of its stock, the power to adopt, amend or repeal the By-Laws of the Corporation may be exercised by the Board of Directors of the corporation; provided, however, that any provision for the classification of directors of the corporation for staggered terms pursuant to the provisions of subsection (d) of Section 141 of the General Corporation Law of the State of Delaware shall be set forth in an initial By-Law or in a By-Law adopted by the stockholders entitled to vote of the corporation unless provisions for such classification shall be set forth in this certificate of incorporation.

3. Whenever the corporation shall be authorized to issue only one class of stock, each outstanding share shall entitle the holder thereof to notice of, and the right to vote at, any meeting of stockholders. Whenever the corporation shall be authorized to issue more than one class of stock, no outstanding share of any class of stock which is denied voting power under the provisions of the certificate of incorporation

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shall entitle the holder thereof to the right to vote, at any meeting of stockholders except as the provisions of paragraph (a)(2) of section 242 of the General Corporation Law of the State of Delaware shall otherwise require; provided, that no share of any such class which is otherwise denied voting power shall entitle the holder thereof to vote upon the increase or decrease in the number of authorized shares of said class.

NINTH: The corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as the case may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify and as said section from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any By-Law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

TENTH: From time to time any of the provisions of this certificate of incorporation may be amended, altered or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the corporation by this certificate of incorporation are granted subject to the provisions of this Article TENTH.

Signed on October 23, 1978.

/s/ R. G. Dickerson

R. G. Dickerson

Incorporator

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THE PRENTICE-HALL CORPORATION SYSTEM, INC.

229 SOUTH STATE STREET

DOVER, KENT COUNTY, DELAWARE

10001

Certificate of Amendment of Certificate of Incorporation

of

HEALTHCOM INCORPORATED

It is hereby certified that:

1. The name of the corporation (hereinafter called the “corporation”) is HEALTHCOM INCORPORATED.

2. The certificate of incorporation of the corporation is hereby amended by striking out Articles FIRST AND THIRD thereof and by substituting in lieu of said Articles the following new Articles:

“ARTICLE FIRST: the name of the corporation (hereinafter called the “corporation”) is NIELSEN LEASING CORPORATION.

ARTICLE THIRD: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware, and without limiting the generality of the foregoing:

To engage in the business of acting as Lessor in connection with the leasing of real and/or personal property under various leasing methods available from time to time.”

3. The amendment of the certificate of incorporation herein certified has been duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

Signed and attested to on August 6, 1982.

/s/ Authorized Signatory

President

Attest:

/s/ Mary A. Dresdow

Mary A. Dresdow

Secretary

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE

* * * *

NIELSEN LEASING CORPORATION, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

The present registered agent of the corporation is The Prentice-Hall Corporation System, Inc. and the present registered office of the corporation is in the county of Kent.

The Board of Directors of NIELSEN LEASING CORPORATION adopted the following resolution on the 12^th day of October 1989.

Resolved that the registered office of NIELSEN LEASING CORPORATION in the state of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of this corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed the registered agent of this corporation at the address of its registered office.

IN WITNESS WHEREOF, NIELSEN LEASING CORPORATION has caused this statement to be signed by James W. Carter, Jr., its                              President and attested by Mary A. Dresdow its                              Secretary this 16^th day of October, 1989.

By:	/s/ James W. Carter, Jr.
	James W. Carter, Jr.
	President

ATTEST:
By	/s/ Mary A. Dresdow
	Mary A. Dresdow
	Secretary

EX-3.57

Exhibit 3.57

NIELSEN LEASING CORPORATION

BY-LAWS

Amended Through October 24, 1989

ARTICLE I

Offices

Section 1.1. Registered Office. The registered office in the State of Delaware shall be in the city of Wilmington, County of New Castle, and the name of the resident agent in charge thereof is The Corporation Trust Company.

Section 1.2. Other Offices. The corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II

Meetings of Stockholders

Section 2.1. Annual Meeting. The annual meeting Of the stockholders shall be held on the second Monday in February in each year, if not a legal holiday, or, if a legal holiday, then on the next succeeding business day for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the election of directors shall, not be held on the day herein designated for the annual meeting, or at any adjournment thereof, the Board of Directors shall cause such election to be held at a special meeting of the stockholders as soon thereafter as convenient.

Section 2.2. Special Meetings. Except as otherwise prescribed by statute or the Certification of Incorporation, special meetings of the stockholders for any purpose or purposes, may be called and the location thereof designated by the President or the Chairman of the Board, and shall be called by the Secretary at the request in writing of a majority of the Board of Directors.

Section 2.3. Place of Meetings. Each meeting of stockholders shall be held at such place within or without the State of Delaware, as the Board of Directors shall designate, or if no such designation is made, at the principal office of the corporation.

Section 2.4. Notice of Meetings. Written or printed notice stating the place, date and hour of each annual or special meeting of the stockholders and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than fifty (50) days before the date of the meeting. (See also Article IV.)

Section 2.5. Stockholder List. At least ten (10) days before every meeting of stockholders, the Secretary shall prepare a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each such stockholder and the number of shares registered in the name of each such stockholder. Such list shall be open to examination by any stockholder of the corporation during ordinary business hours, for any purpose germane to the meeting, for a period of at least ten (10) days prior to the meeting, at a place within the city where the meeting is to be held, which place shall be specified in the notice of meeting, or, if not so specified, at the place where the meeting is to be held. The list shall be produced and kept at the time and place of meeting during the whole time thereof, and subject to the inspection of any such stockholder who may be present.

Section 2.6. Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall be requisite for, and shall constitute a quorum at all meetings of the stockholders of the corporation for the transaction of business, except as otherwise provided by statute or these by-laws. If a quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting if the adjournment is for thirty days or less or unless after the adjournment a new record date is fixed, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed.

Section 2.7. Proxies. At every meeting of the stockholders, each stockholder having the right to vote thereat shall be entitled to vote in person or by proxy. Such proxy shall be appointed by an instrument in writing subscribed by such stockholder and bearing a date not more than three (3) years prior to such meeting, unless such proxy provides for a longer period, and shall be filed with the Secretary of the corporation before, or at .the time of, the meeting.

Section 2.8. Voting. At every meeting of the stockholders, each stockholder shall be entitled to one vote for each share of stock entitled to vote thereat which is registered in the name of such stockholder on the books of the corporation. When a quorum is present at any meeting of the stockholders, the vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote at the meeting shall be sufficient for the transaction of any business, unless otherwise provided by statute, the Certificate of Incorporation or these by-laws.

Section 2.9. Voting of Certain Shares. Shares standing in the name of another corporation, domestic or foreign, and entitled to vote may be voted by such officer, agent, or proxy as the by-laws of such corporation may prescribe or, in the absence of such provision, as the Board of Directors of such corporation may determine. Shares standing in the name of a deceased person, a minor or an incompetent and entitled to vote may be voted by his administrator, executor, guardian or conservator, as the case may be, either in person or by proxy. Shares standing in the name of a trustee and entitled to vote may be voted by such trustee, either in person or by proxy to the full extent provided by Delaware law. Shares standing in the name of a receiver and entitled to vote may be voted by such receiver. A stockholder some or all of whose shares, otherwise entitled to vote, are pledged shall be entitled to vote such shares

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unless, in the transfer of such pledged shares on the books of the corporation, such stockholder as pledgor has expressly empowered the pledgee to vote thereon, in which case only the pledgee, or the pledgee’s proxy, may represent such stock and vote thereon. Shares standing in the name of two or more persons and shares with two or more persons having the same fiduciary relationship respecting such shares shall be voted in accordance with the provisions of Section 217(b) of the Delaware General Corporation Law.

Section 2.10. Treasury Stock. Share of its own stock belonging to this corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such corporation is held by this corporation, shall not be voted at any meeting and shall not be counted in determining the total number of outstanding shares. Nothing in this section shall be construed as limiting the right of this corporation to vote shares of its own stock held by it in a fiduciary capacity.

Section 2.11. Action Without Meeting. Whenever the vote of stockholders at a meeting thereof is required or permitted to be taken in connection with any corporate action, the meeting and vote of stockholders may be dispensed with if all of the stockholders who would have been entitled to vote upon the action if such meeting were held shall consent in writing to such corporate action being taken.

ARTICLE III

Directors

Section 3.1. Number and Term. The number of directors which shall constitute the whole Board shall be fixed from time to time by the Board of Directors, and, in the absence of such action by the Board, the number of directors shall be five (5). The directors shall be elected at the annual meeting of the stockholders, or at any adjournment thereof, except as provided in Sections 2.1 and 3.2 of these by-laws, and each director elected shall hold office until his successor shall be elected and shall qualify. Directors need not be residents of the State of Delaware or stockholders of this corporation.

Section 3.2. Resignations and Vacancies. Any director may resign at any time by giving written notice to the Board of Directors or to the President. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. If, at any time other than the annual meeting of the stockholders, any vacancy occurs in the Board of Directors caused by resignation, death, retirement, disqualification or removal from office of any director or otherwise, or any new directorship is created by any increase in the authorized number of directors by amendment of Section 3.1 of these by-laws, a majority of the directors then in office, though less than a quorum, may choose a successor, or fill the newly created directorship, and the director so chosen shall hold office until the next annual election of directors by the stockholders and until his successor shall be duly elected and qualified, unless sooner displaced.

Section 3.3. Management of Affairs of Corporation. The property and business of the corporation shall be managed by its Board of Directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Certificate of

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Incorporation or by these by-laws directed or required to be exercised or done by stockholders. In case the corporation shall transact any business or enter into any contract with a director, or with any firm of which one or more of its directors are members, or with any trust, firm, corporation or association in which any director is stockholder, director or officer or otherwise interested, such directors shall be severally under the duty of disclosing all material facts as to their interest to the remaining directors promptly if and when such interested directors shall become advised of the circumstances; and no such contract or transaction shall be void or voidable solely by reason of such disclosed interest or solely because such interested director was present at or participated in the meeting of the board or committee thereof which authorized the contract or transaction, or solely because his or their votes are counted for such purpose, if the board or committee thereof in good faith authorizes such contract or transaction by a vote sufficient for such purpose without counting the votes of such interested director or directors. In the case of continuing relationships in the normal course of business, such disclosure shall be deemed effective, when once given, as to all transactions and contracts subsequently entered into.

Section 3.4. Dividends. Dividends upon stock of the corporation may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, in shares of stock or otherwise in the form, and to the extent, permitted by law.

Section 3.5. Reserves. The Board of Directors may set apart out of any funds of the corporation available for dividends a reserve or reserves for working capital or for any other lawful purpose, and also may abolish any such reserve in the manner in which it was created.

Section 3.6. Regular Meetings. An annual meeting of the Board of Directors shall be held, without other notice than this by-law, immediately after, and at the same place as, the annual meeting of the stockholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Delaware, for the holding of additional regular meetings without other notice than such resolution.

Section 3.7. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board or the President and shall be called by the Secretary at the request of any two directors, to be held at such time and place, either within or without the State of Delaware, as shall be designated by the call and specified in the notice of such meeting; and notice thereof shall be given as provided in Section 3.8 of the by-laws.

Section 3.8. Notice of Special Meetings. Except as otherwise prescribed by statute written notice of the time and place of each special meeting of the Board of Directors shall be given at least three (3) days prior to the time of holding the meeting. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except when a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Unless otherwise provided by statute neither the business to be transacted at, nor the purpose of, any special meeting of the Board of Directors need be specified in any notice, or waiver of notice, of such meeting. (See also Articles IV and X.)

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Section 3.9. Quorum. At each meeting of the Board of Directors, the presence of not less than a majority of the directors then in office shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute. If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. In determining the presence of a quorum at a meeting of the directors or a committee thereof for the purpose of authorizing a contract or transaction between the corporation and any other corporation, partnership, association, or other organization in which one or more of its directors are directors or officers, or have a financial interest, such interested directors may be counted in determining a quorum.

Section 3.10. Presumption of Assent. Unless otherwise provided by statute, a director of the corporation who is present at a meeting of the Board of Directors at which action is taken on any corporate matter shall be conclusively presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

Section 3.11. Action Without Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting, if all members of the board or of such committee, as the case may be, consent thereto in writing and such writing or writings are filed with the minutes of proceedings of the board or such committee.

Section 3.12. Presiding Officer. The presiding officer of any meeting of Directors shall be the Chairman of the Board, or in his absence, the President. In the absence of both the Chairman and the President, any other Director elected chairman by vote of a majority of the Directors present at the meeting shall preside.

Section 3.13. Committees of Direct. The Board of Directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of two or more directors of the corporation, which, to the extent provided in the resolution, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it. The Board of Directors may designate one or more directors as alternate members of any such committee, who may replace any absent or disqualified member thereof. In the absence or disqualification of any member of such committee or committees and appointed alternates who have had notice of such meeting, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

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Section 3.14. Fees and Compensation of Directors. Directors shall receive such compensation for their services, which may or may not be conditioned upon attendance at Board Meetings, as may be set from time to time by resolution of the Board of Directors. Members of the Board shall be allowed their reasonable traveling expenses when actually engaged in the business of the corporation, to be audited and allowed as in other cases of demands against the corporation. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

Section 3.15. Reliance Upon Records. Every director of the corporation, or member of any committee designated by the Board of Directors pursuant to authority conferred by Section 3.13 of these by-laws, shall, in the performance of his duties, be fully protected in relying in good faith upon the books of account or reports made to the corporation by any of its officials, or by an independent certified public accountant, or by an appraiser selected with reasonable care by the Board of Directors or by any such committee, or in relying in good faith upon such other records of the corporation including, without limiting the generality of the foregoing, those as to the value and amount of assets, liabilities and/or net profits of the corporation, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared or paid, or with which the corporation’s stock might properly be purchased or redeemed.

ARTICLE IV

Notices

Section 4.1. Manner of Notice. Whenever under the provisions of the statutes or these by-laws notice is required to be given to any director, member of any committee designated by the Board of Directors pursuant to authority conferred by Section 3.13 of these by-laws or stockholder, it shall not be construed to require personal delivery, and such notice may be given in writing by depositing it, in a sealed envelope, in the United States mails, air mail or first class, postage prepaid, addressed to (or by delivering it to a telegraph company, charges prepaid, for transmission to) such director, member or stockholder either at the address of such director, member or stockholder as it appears on the books of the corporation or, in the case of such a director or member, at his business address; and such notice shall be deemed to be given at the time when it is thus deposited in the United States mails (or delivered to the telegraph company).

Section 4.2. Waiver of Notice. Whenever any notice is required to be given under the provisions of the statutes, the Certificate of Incorporation, or these by-laws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

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ARTICLE V

Officers

Section 5.1. Officers and Official Positions. The officers of the corporation shall be a Chairman of the Board, a President, one or more Vice Presidents, a Treasurer, a Secretary, and such Assistant Secretaries and other officers as the Board of Directors shall determine. Any two or more offices may be held by the same person, except the offices of President and Secretary. None of the officers need be a director) a stockholder of the corporation, or a resident of the State of Delaware, except that the Chairman of the Board and the President shall be Directors of the corporation. The Board of Directors may from time to time establish, and abolish, official positions within the divisions into which the business and operations of the corporation are divided, pursuant to Section 6.1 of these by-laws, and assign titles and duties to such positions. Those appointed to official positions within divisions may, but need not, be officers of the corporation. The Board of Directors shall appoint officers to official positions within a division and may with or without cause remove from such a position any person appointed to it. In any event, the authority incident to an official position within a division shall be limited to acts and transactions within the scope of the business and operations of such division.

Section 5.2. Election and Term of Office. The officers of the corporation shall be elected annually by the Board of Directors at its regular annual meeting. If the election of officers shall not be held at such meeting, such election shall be held at a regular or special meeting of the Board of Directors as soon thereafter as may be convenient. Each officer shall hold office for such term or during the pleasure of the Board of Directors as the Board of Directors shall specify, or until his death, or until he shall resign, or shall have been removed in the manner hereinafter provided.

Section 5.3. Removal and Resignation. Any officer may be removed, either with or without cause, by a majority of the Directors at the time in office at any regular or special meeting of the Board; but such removal shall be without prejudice to the contract rights, if any, of such person so removed. Any officer may resign at any time by giving written notice to the Board of Directors, to the Chairman of the Board, or to the President or to the Secretary of the corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 5.4. Vacancies. A vacancy in any office because of death, resignation, removal, or any other cause may be filled for the unexpired portion of the term by the Board of Directors.

Section 5.5. Chairman of the Board. The Chairman, when present, shall preside at all meetings of the shareholders and directors. He shall assume the President’s responsibilities in case of the incapacity or death of the President. The Chairman shall have signing authority equivalent to that of the President.

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Section 5.6. President. The President shall be the principal executive officer of the corporation and he shall, in general, supervise and administer all of the business and affairs of the corporation. He shall have authority to designate the duties and powers of other officers and delegate special powers and duties to specified officers, so long as such designation shall not be inconsistent with the statutes, these by-laws or action of the Board of Directors or the Chairman of the Board. He shall also have power to execute deeds, mortgages, bonds, contracts or other instruments of the corporation except where required by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors or by the Chairman of the Board or by the President to some other officer or agent of the corporation. The President may sign with the Secretary or an Assistant Secretary certificates for shares of stock of the corporation the issuance of which shall have been duly authorized by the Board of Directors, and shall vote, or give a proxy to any other person to vote, all shares of the stock of any other corporation standing in the name of the corporation. In the event of the absence, inability to act or preference of the Chairman of the Board, the President shall preside at meetings of the stockholders and Directors and shall perform all other duties of the Chairman and, when so acting, shall have all of the powers of and be subject to any restrictions imposed upon the Chairman.

Section 5.7 Vice Presidents. Each Vice President shall have only such powers and perform such duties as from time to time may be prescribed for him by the Board of Directors or the Chairman of the Board or the President.

Section 5.8. Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements and shall render to the Chairman of the Board, the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the corporation. If required by the Board of Directors, the Treasurer shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

Section 5.9. Secretary. The Secretary shall: (a) keep the minutes of the meetings of the stockholders, the Board of Directors and committees of Directors, in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) have charge of the corporate records and of the seal of the corporation; (d) affix the seal of the corporation or a facsimile thereof, or cause it to be affixed, to all certificates for shares prior to the issuance thereof and to all documents the execution of which on behalf of the corporation under its seal is duly authorized by the Board of Directors or otherwise in accordance with the provisions of these by-laws; (e) sign with the President, or a Vice President, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by resolution of the Board of Directors; (f) have general charge of the stock

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transfer books of the corporation; and (g) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to such office by the Chairman of the Board or by the President or by the Board of Directors. The Secretary may delegate such details of the performance of duties of the office as may be appropriate in the exercise of reasonable care to one or more persons, but shall not thereby be relieved of responsibility for the performance of such duties.

Section 5.10. Assistant Secretaries. The Assistant Secretaries shall in the absence of the Secretary perform all functions and duties of the Secretary and in addition shall assume such functions and duties as the Secretary may delegate, but such delegation shall in nowise relieve the Secretary of the responsibilities and liability of his office.

ARTICLE VI

Divisions

Section 6.1. Division of the Corporation. The Board of Directors shall have the power to create and establish such operating divisions of the corporation as they may from time to time deem advisable.

Section 6.2. Official Positions Within a Division. The President may appoint individuals who are not officers of the corporation to, and may, with or without cause, remove them from, official positions established within a division, but not filled, by the Board of Directors. (See also Section 5.1 of these by-laws.)

ARTICLE VII

Contracts, Loans, Checks and Deposits

Section 7.1. Contracts and Other Instruments. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, or of any division thereof, and such authority may be general or confined to specific instances.

Section 7.2. Loans. No loans shall be contracted on behalf of the corporation, or any division thereof, and no evidence of indebtedness shall be issued in the name of the corporation, or any division thereof, unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 7.3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, or any division thereof, shall be signed by such officer or officers, agent or agents of the corporation, and in such manner as shall from time to time be determined by the Board of Directors.

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Section 7.4. Deposits. All funds of the corporation, or any division thereof, not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

ARTICLE VIII

Certificates of Stock and Their Transfer

Section 8.1. Certificates of Stock. The certificates of stock of the corporation shall be in such form as may be determined by the Board of Directors, shall be numbered and shall be entered in the books of the corporation as they are issued. They shall exhibit the holder’s name and number of shares and shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary. If any stock certificate is signed (a) by a transfer agent or an assistant transfer agent or (b) by a transfer clerk acting on behalf of the corporation and a registrar, the signature of any such officer may be facsimile. In case any such officer whose facsimile signature has thus been used on any such certificate shall cease to be such officer, whether because of death, resignation or otherwise, before such certificate has been delivered by the corporation, such certificate may nevertheless be delivered by the corporation, as though the person whose facsimile signature has been used thereon had not ceased to be such officer. All certificates properly surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued to evidence transferred shares until the former certificate for at least a like number of shares shall have been surrendered and cancelled and the corporation reimbursed for any applicable taxes on the transfer, except that in the case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms, and with such indemnity (if any) to the corporation, as the Board of Directors may prescribe specifically or in general terms or by delegation to the transfer agent. (See Section 8.2.)

Section 8.2. Lost or Destroyed Certificates. The Board of Directors in individual cases, or by general resolution or by delegation to the transfer agent, may direct a new certificate or certificates to be issued by the corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed.

Section 8.3. Transfer of Stock. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, and upon payment of applicable taxes with respect to such transfer, it shall be the duty of the corporation, subject to such rules and regulations as the Board of Directors may from time to time deem advisable concerning the transfer and registration of certificates for shares of capital stock of the corporation, to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Transfers of shares shall be made only on the books of the corporation by the registered holder thereof or by his attorney or successor duly authorized as evidence by documents filed with the Secretary or transfer agent of the corporation.

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Section 8.4. Restrictions on Transfer. Any stockholder may enter into an agreement with other stockholders or with the corporation providing for reasonable limitation or restriction on the right of such stockholder to transfer shares of Common Stock of the corporation held by him, including, without limiting the generality of the foregoing, agreements granting to such other stockholders or to the corporation the right to purchase for a given period of time any of such shares on terms equal to terms offered such stockholders by any third party. Any such limitation or restriction on the transfer of shares of this corporation may be set forth on certificates representing shares of Common Stock or notice thereof may be otherwise given to the corporation or the transfer agent, in which case the corporation or the transfer agent shall not transfer such shares upon the books of the corporation without receipt of satisfactory evidence of compliance with the terms of such limitation or restriction; provided, however, no such restriction, unless noted conspicuously on the security, shall be effective against anyone found by a court of competent jurisdiction to be other than a person with actual knowledge of the restriction.

Section 8.5. No Fractional Share Certificates. Certificates shall not be issued representing fractional shares of stock.

Section 8.6. Closing Transfer Books or Fixing Record Date. The Board of Directors may close the stock transfer books of the corporation for a period not exceeding sixty days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or the date for the allotment of rights or the date when any change, or conversion or exchange of capital stock shall go into effect, or in connection with obtaining the consent of stockholders for any purpose. In lieu of closing the stock transfer books as aforesaid, the Board of Directors may fix in advance a date, not exceeding sixty (60) days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining such consent, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting, and adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect to any such change, conversion or exchange of capital stock, or to give such consent, and in such case such stockholders and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the corporation after any such record date fixed as aforesaid.

Section 8.7. Stockholders of Record. The corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

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ARTICLE IX

Indemnification

In General. Each person who at any time is or shall have been a director, officer, employee or agent of this Corporation, or is or shall have been serving at the request of this Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, and his heirs, executors and administrators, shall be indemnified by this Corporation in accordance with and to the full extent permitted by the General Corporation Law of Delaware as in effect at the time of adoption of this by-law or as amended from time to time. The foregoing right of indemnification shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise. If authorized by the Board of Directors, the Corporation may purchase and maintain insurance on behalf of any person to the full extent permitted by the General Corporation Law of Delaware as in effect at the time of the adoption of this by-law or as amended from time to time.

ARTICLE X

General Provisions

Section 10.1. Fiscal Year. The fiscal year of the corporation shall be determined by the Board of Directors.

Section 10.2. Seal. The corporate seal shall have inscribed thereon the name of the corporation and the words “CORPORATE SEAL” and “DELAWARE”; and it shall otherwise be in the form approved by the Board of Directors. Such seal may be used by causing it, or a facsimile thereof to be impressed or affixed or reproduced, or otherwise.

ARTICLE Xl

Amendments

Amendments by Directors. Any provision of these by-laws may be altered, amended or repealed from time to time by the affirmative vote of a majority of the directors then qualified and acting at any regular meeting of the board at which a quorum is present, or at any special meeting of the board at which a quorum is present if notice of the proposed alteration, amendment or repeal be contained in the notice of such special meeting; provided, however, that no reduction in the number of directors shall have the effect of removing any director prior to the expiration of his term of office.

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EX-3.58

Exhibit 3.58

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 03:00 PM 12/20/1999

991550112 – 2572956

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

NIELSEN MEDIA RESEARCH, INC.

It was incorporated on January 2, 1996 under the name of COGNIZANT CORPORATION.

FIRST: The name of the Corporation is Nielsen Media Research, Inc. (hereinafter the “Corporation”).

SECOND: The address of the registered office of the Corporation in the State of Delaware is 9 East Loockerman Street, in the City of Dover, County of Kent. The name of its registered agent at that address is National Corporate Research, Ltd.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the “GCL”).

FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 1,000 shares of Common Stock, par value $0.0l per share.

FIFTH: The following provisions are inserted for the management of the business and the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:

(1) The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

(2) The directors shall have concurrent power with the stockholders to make, alter, amend, change, add to or repeal the By-Laws of the Corporation.

(3) The number of directors of the Corporation shall be as from time to time fixed by, or in the manner provided in, the By-Laws of the Corporation. Election of directors need not be by written ballot unless the By-Laws so provide.

(4) In addition to the powers and authority hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the GCL, this Restated Certificate of Incorporation, and any By-Laws adopted by the stockholders; provided, however, that no By-Laws hereafter adopted by the stockholders shall invalidate any prior act of the directors which would have been valid if such By-Laws had not been adopted.

SIXTH: Meetings of stockholders may be held within or without the State of Delaware, as the By-Laws may provide. The books of the Corporation may be kept (subject to any provision contained in the GCL) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the By-Laws of the Corporation.

SEVENTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

EIGHTH: (1) To the fullest extent permitted by the laws of the State of Delaware:

(a) The Corporation shall indemnify any person (and such person’s heirs, executors or administrators) who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (brought in the right of the Corporation or otherwise), whether civil, criminal, administrative or investigative, and whether formal or informal, including appeals, by reason of the fact that such person is or was a director or officer of the Corporation or, if a director or officer of the Corporation, by reason of the fact that such person is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, for and against all expenses (including attorneys’ fees),

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judgment, fines and amounts paid in settlement actually and reasonably incurred by such person or such heirs, executors or administrators in connection with such action, suit or proceeding, including appeals. Notwithstanding the preceding sentence, the Corporation shall be required to indemnify a person described in such sentence in connection with any action, suit or proceeding (or part thereof) commenced by such person only if the commencement of such action, suit or proceeding (or part thereof) by such person was authorized by the Board of Directors of the Corporation. The Corporation may indemnify any person (and such person’s heirs, executors or administrators) who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (brought in the right of the Corporation or otherwise), whether civil, criminal, administrative or investigative, and whether formal or informal, including appeals, by reason of the fact that such person is or was an employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another corporation, for and against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person or such heirs, executors or administrators in connection with such action, suit or proceeding, including appeals.

(b) The Corporation shall promptly pay expenses incurred by (i) any person whom the Corporation is obligated to indemnify pursuant to the first sentence of subsection (a) of this Article EIGHTH, Section 1 or (ii) any person whom the Corporation has determined to indemnify pursuant to the third sentence of subsection (a) of this Article EIGHTH, Section 1, in defending any action, suit or proceeding in advance of the final disposition of such action, suit or proceeding, including appeals, upon presentation of appropriate documentation.

(c) The Corporation may purchase and maintain insurance on behalf of any person described in subsection (a) of this Article EIGHTH, Section 1 against any liability asserted against such person, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article EIGHTH, Section 1 or otherwise.

(d) The provisions of this Article EIGHTH, Section 1 shall be applicable to all actions, claims, suits or proceedings made or commenced after the adoption hereof, whether arising from acts or omissions to act occurring before or after its adoption. The provisions of this Article EIGHTH, Section 1 shall be deemed to be a contract between the Corporation and each director or officer who serves in such capacity at any time while this Article EIGHTH, Section 1 and the relevant

3

provisions of the laws of the State of Delaware and other applicable law, if any, are in effect, and any repeal or modification hereof shall not affect the rights or obligations then existing with respect to any state of facts or any action, suit or proceeding then or theretofore existing, or any action, suit or proceeding thereafter brought or threatened based in whole or in part on any such state of facts. If any provision of this Article EIGHTH, Section 1 shall be found to be invalid or limited in application by reason of any law or regulation, it shall not affect the validity of the remaining provisions hereof. The rights of indemnification provided in this Article EIGHTH, Section 1 shall be neither exclusive of, nor be deemed in limitation of, any rights to which an officer, director, employee or agent may otherwise be entitled or permitted by contract, this Restated Certificate of Incorporation, vote of stockholders or directors or otherwise, or as a matter of law, both as to the actions in such person’s official capacity and actions in any other capacity while holding such office, it being the policy of the Corporation that indemnification of any person whom the Corporation is obligated to indemnify pursuant to the first sentence of subsection (a) of this Article EIGHTH, Section 1 shall be made to the fullest extent permitted by law.

(e) For purposes of this Article EIGHTH, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participant or beneficiaries.

(2) A director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the GCL as the same exists or may hereafter be amended. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director of the Corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.

Nielsen Media Research, Inc. does hereby further certify that this Restated Certificate of Incorporation was duly adopted by unanimous written consent of the stockholders in accordance with the provisions of Sections 228, 242 and 245 of the GCL.

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IN WITNESS WHEREOF, Nielsen Media Research, Inc. has caused this certificate to be signed by a duly authorized officer of the Corporation, this 18th day of November, 1999.

NIELSEN MEDIA RESEARCH, INC.

/s/ Thomas A. Mastrelli

Name: Thomas A. Mastrelli

Title: Sole Director

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STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 03:00 PM 1/23/2001

010036608 – 2572956

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE

*****

NIELSEN MEDIA RESEARCH, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

The present registered agent of the Corporation is National Corporate Research, Ltd. and the present registered office of the Corporation is in the County of Kent.

The Board of Directors of Nielsen Media Research, Inc. adopted the following resolution on the 9^th day of January, 2001.

Resolved, that the registered office of Nielsen Media Research, Inc. in the State of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of this corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed the registered agent of this corporation at the address of its registered office.

IN WITNESS WHEREOF, Nielsen Media Research, Inc. has caused this statement to be signed by Stephen J. Bonatti, its Senior Vice President and Secretary, this 9^th day of January, 2001.

/s/ Stephen J. Bonatti

Stephen J. Bonatti

Senior Vice President and Secretary

STATE OF DELAWARE

CERTIFICATE OF MERGER OF

DOMESTIC CORPORATIONS

Pursuant to Title 8, Section 251(c) of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:

FIRST: The name of the surviving corporation is Nielsen Media Research, Inc., and the name of the corporation being merged into this surviving corporation is Nielsen Ventures, Inc.

SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations.

THIRD: The name of the surviving corporation is Nielsen Media Research, Inc., a Delaware corporation.

FOURTH: The Certificate of Incorporation of the surviving corporation shall be its Certificate of Incorporation.

FIFTH: The merger is to become effective on November 4, 2005.

SIXTH: The Agreement of Merger is on file at 770 Broadway, New York, NY 10003, the place of business of the surviving corporation.

SEVENTH: A copy of the Agreement of Merger will be furnished by the surviving corporation on request, without cost, to any stockholder of the constituent corporations.

IN WITNESS WHEREOF, said surviving corporation has caused this certificate to be signed by an authorized officer, the 2^nd day of November, A.D., 2005.

By:	/s/ Frederick A. Steinmann, VP
	Authorized Officer
Name:	Frederick A. Steinmann
Title:	Vice President

State of Delaware

Secretary of State

Division of Corporations

Delivered 11:54 AM 11/02/2005

FILED 11:54 AM 11/02/2005

SRV 050894878 – 2572956 FILE

EX-3.59

Exhibit 3.59

AMENDED AND RESTATED

BY-LAWS

OF

NIELSEN MEDIA RESEARCH, INC.

ARTICLE I.

STOCKHOLDERS

Section 1. The annual meeting of the stockholders of the corporation for the purpose of electing directors and for the transaction of such other business as may properly be brought before the meeting shall be held on such date, and at such time and place within or without the State of Delaware, as may be designated from time to time by the Board of Directors.

Section 2. Special meetings of the stockholders shall be called at any time by the Secretary or any other officer, whenever directed by the Board of Directors or by the Chief Executive Officer. The purpose or purposes of the proposed meeting shall be included in the notice setting forth such call.

Section 3. Except as otherwise provided by law, notice of the time, place and, in the case of a special meeting, the purpose or purposes of the meeting of stockholders shall be delivered personally or mailed not earlier than sixty, nor less than ten days previous thereto, to each stockholder of record entitled to vote at the meeting at such address as appears on the records of the corporation.

Section 4. The holders of a majority in voting power of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by statute or by the Restated Certificate of Incorporation; but if at any regularly called meeting of stockholders there be less than a quorum present, the stockholders present may adjourn the meeting from time to time without further notice other than announcement at the meeting until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if, after the adjournment, a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockbroker of record entitled to vote at the meeting.

Section 5. The Chairman of the Board, or in the Chairman’s absence or at the Chairman’s direction, the President, or the President’s absence or at the President’s direction, any officer of the Corporation shall call all meetings of the stockholders to order and shall act as Chairman of such meeting. The Secretary of the

Corporation or, in such officer’s absence, an Assistant Secretary shall act as secretary of the meeting. If neither the Secretary nor an Assistant Secretary is present, the Chairman of the meeting shall appoint a secretary of the meeting. Unless otherwise determined by the Board of Directors prior to the meeting, the Chairman of the meeting shall determine the order of business and shall have the authority in his or her discretion to regulate the conduct of any such meeting, including, without limitation, by imposing restrictions on the persons (other than stockholders of the corporation of their duly appointed proxies) who may attend any such meeting, whether any stockholder or stockholders’ proxy may be excluded from any meeting of stockholders based upon any determination by the Chairman, in his or her sole discretion, that any such person has unduly disrupted or is likely to disrupt the proceedings thereat, and the circumstances in which any person may make a statement or ask questions at any meeting of stockholders.

Section 6. At all meetings of stockholders, any stockholder entitled to vote thereat shall be entitled to vote in person or by proxy, but no proxy shall be voted after three years from its date, unless such proxy provides for a longer period. Without limiting the manner in which a stockholder may authorize another person or persons to act for the stockholder as proxy pursuant to the General Corporation Law of the State of Delaware, the following shall constitute a valid means by which a stockholder may grant authority: (1) a stockholder may execute a writing authorizing another person to act for the stockholder as proxy, and execution of the writing may be accomplished by the stockholder or the stockholder’s authorized officer, director, employee or agent signing such writing or causing his or her signature to be affixed to such writing by any reasonable means including, but not limited to, by facsimile signature; or (2) a stockholder may authorize another person or persons to act for the stockholder as proxy by transmitting or authorizing the transmission of a telegram, cablegram, or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such telegram, cablegram or other means of electronic transmission must either set forth or be submitted with information from which it can be determined that the telegram, cablegram or other electronic transmission was authorized by the stockholder. If it is determined that such telegrams, cablegrams or other electronic transmissions are valid, the judge or Judges of stockholder votes or, if there are no such judges, such other persons making that determination shall specify the information upon which they relied.

Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to the preceding paragraph of this Section 6 may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

Proxies shall be filed with the Secretary of the meeting prior to or at the commencement of the meeting to which they relate.

Section 7. When a quorum is present at any meeting, the vote of the holders of a majority in voting power of the stock present in person or represented by proxy and entitled to vote on the matter shall decide any question brought before such

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meeting, unless the question is one upon which by express provision of statute or of the Restated Certificate of Incorporation or these By-Laws, a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 8. In order that the corporation may determine the stockholders (a) entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or (b) entitled to consent to corporate action in writing without a meeting, or (c) entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date (i) in the case of clause (a) above, shall not be more than sixty nor less than ten days before the date of such meeting, (ii) in the case of clause (b) above, shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors, and (iii) in the case of clause (c) above, shall not be more than sixty days prior to such action. If for any for reason the Board of Directors shad not have fixed a record date for any such purpose, the record date for such purpose shall be determined as provided by law. Only those stockholders of record on the date so fixed or determined shall be entitled to any of the foregoing rights, notwithstanding the transfer of any such stock on the books of the corporation after any such record date so fixed or determined.

Section 9. The officer who has charge of the stock ledger of the corporation shall prepare and make at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced at the time and kept at the place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 10. The Board of Directors, in advance of all meetings of the stockholders, shall appoint one of more judges of stockholder votes, who may be stockholders or their proxies, but not directors of the corporation or candidates for office. In the event that the Board of Directors fails to so appoint judges of stockholder votes or, in the event that one or more judges of stockholder votes previously designated by the Board of Directors fails to appear or act at the meeting of stockholders, the Chairman of the meeting may appoint one or more judges of stockholder votes to fill such vacancy or vacancies. Judges of stockholder votes appointed to act at any meeting of the stockholders, before entering upon the discharge of their duties, shall be sworn faithfully to execute the duties of judge of stockholder votes with strict impartiality and according to the best of their ability and the oath so taken shall be subscribed by them. Judge of stockholder votes shall, subject to the power of the Chairman of the meeting to open and close the polls, take charge of the polls, and, after the voting, shall make a certificate of the result of the vote taken.

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Section 11. (A) Annual Meetings of Stockholders. (1) Nominations of persons for election to the Board of Directors of the corporation and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders (a) pursuant to the corporation’s notice of meeting delivered pursuant to Article I, Section 3 of these By-Laws, (b) by or at the direction of the Chairman of the Board or (c) by any stockholder of the corporation who is entitled to vote at the meeting, who complied with the notice procedures set forth in subparagraphs (2) and (3) of this paragraph (A) of this By-Law and who was a stockholder of record at the time such notice is delivered to the Secretary of the corporation.

(2) For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (c) of paragraph (A)(1) of this By-Law, the stockholder must have given timely notice thereof in writing to the Secretary of the corporation, and, in the case of business other than nominations, such other business must be a proper matter for stockholder action. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the corporation not less than seventy days nor more than ninety days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced by more than twenty days, or delayed by more than seventy days, from such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the ninetieth day prior to such annual meeting and not later than the close of business on the later of the seventieth day prior to such annual meeting or the tenth day following the day on which the public announcement of the date of such meeting is first made. Such stockholder’s notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election or re-election as a director all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected; (b) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the corporation’s books, and of such beneficial owner and (ii) the class and number of shares of the corporation which are owned beneficially and of record by such stockholder and such beneficial owner.

(3) Notwithstanding anything in the second sentence of paragraph (A)(2) of this By-Law to the contrary, in the event that the number of directors to be elected to the Board of Directors of the corporation is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board of Directors made by the corporation at least eighty days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this By-Law shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the corporation not later than the close of business on the tenth day following the day on which such public announcement is first made by the corporation.

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(B) Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the corporation’s notice of meeting pursuant to Article I, Section 2 of these By-Laws. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the corporation’s notice of meeting (a) by or at the direction of the Board of Directors or (b) by any stockholder of the corporation who is entitled to vote at the meeting, who complies with the notice procedures set forth in this By-Law and who is a stockholder of record at the time such notice is delivered to the Secretary of the corporation. Nominations of stockholders of persons for election to the Board of Directors may be made at such a special meeting of stockholders if the stockholder’s notice as required by paragraph (A)(2) of this By-Law shall be delivered to the Secretary at the principal executive offices of the corporation not earlier than the ninetieth day prior to such special meeting and not later than the close of business on the later of the seventieth day prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting.

(C) General. (1) Only persons who are nominated in accordance with the procedures set forth in this By-Law shall be eligible to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this By-Law. Except as otherwise provided by law, the Restated Certificate of Incorporation or these By-Laws, the Chairman of the meeting shall have the power and the duty to determine whether a nomination or any business proposed to be brought before the meeting was made in accordance with the procedures set forth in this By-Law and, if any proposed nomination or business is not in compliance with this By-Law, to declare that such defective nomination shall be disregarded or that such proposed business shall not be transacted.

(2) For purposes of this By-Law, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13,14 or 15{d) of the Exchange Act.

(3) For purposes of this By-Law, no adjournment nor notice of adjournment of any meeting shall be deemed to constitute a new notice of such meeting for purposes of this Section 11, and in order for any notification required to be delivered by a stockholder pursuant to this Section 11 to be timely, such notification must be delivered within the periods set forth above with respect to the originally scheduled meeting.

(4) Notwithstanding the foregoing provisions of this By-Law, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this By-Law. Nothing in this By-Law shall be deemed to affect any rights of stockholders to request inclusion of proposals in the corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

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ARTICLE II.

BOARD OF DIRECTORS

Section 1. The Board of Directors of the corporation shall consist of such number of directors, not less than three nor more than 15, as shall from time to time be fixed exclusively by resolution of the Board of Directors. The directors shall be divided into three classes in the manner set forth in the Restated Certificate of Incorporation of the corporation, each class to be elected for the term set forth therein. Directors shall (except as hereinafter provided for the filling of vacancies and newly created directorships) be elected by the holders of a plurality of the voting power present in person or represented by proxy and entitled to vote. A majority of the total number of directors then in office (but not less than one-third of the number of directors constituting the entire Board of Directors) shall constitute a quorum for the transaction of business and, except as otherwise provided by law or by the corporation’s Restated Certificate of Incorporation, the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. Directors need not be stockholders.

Section 2. Newly created directorships in the Board of Directors that result from an increase in the number of directors and any vacancy occurring in the Board of Directors may be filled only by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office for a term as set forth in the Restated Certificate of Incorporation of the corporation. If any applicable provision of the General Corporation Law of the State of Delaware expressly confers power on stockholders to fill such a directorship at special meeting of stockholders, such a directorship may be filled at such meeting only by the affirmative vote of at least 80 percent in voting power of all shares of the corporation entitled to vote generally in the election of directors, voting as a single class.

Section 3. Meetings of the Board of Directors shall be held at such place within or without the State of Delaware as may from time to time be fixed by resolution of the Board or as may be specified in the notice of any meeting. Regular meetings of the Board of Directors shall be held at such times as may from time to time be fixed by resolution of the Board and special meetings may be held at any time upon the call of the Chairman of the Board or the President, by oral, or written notice including telegraph, telex or transmission of a telecopy, e-mail, or by other means of transmission, duly served on or sent or mailed to each director to such director’s address or telecopy number as shown on the books of the corporation not less than one day before the meeting. The notice of any meeting need not specify the purposes thereof. A meeting of the Board may be held without notice immediately after the annual meeting of stockholders at the same place at which such meeting is held. Notice need not be given of regular meetings of the Board held at times fixed by resolution of the Board. Notice of any meeting need not be given to any director who shall attend such meeting in person (except when the director attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened), or who shall waive notice thereof, before or after such meeting in writing.

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Section 4. Notwithstanding the foregoing, whenever the holders of any one or more series of Preferred Stock or Series Common Stock issued by the corporation shall have the right, voting separately by series, to elect directors at an annual or special meeting of stockholders, the election, term of office, removal, filling of vacancies and other features of such directorships shall be governed by the terms of the Restated Certificate of Incorporation applicable thereto, and such directors so elected shall not be divided into classes pursuant to Article SEVENTH of the Restated Certificate of Incorporation unless expressly provided by such terms. The number of directors that may be elected by the holders of any such series of Preferred Stock or Series Common Stock shall be in addition to the number fixed by or pursuant to the By-Laws. Except as otherwise expressly provided in the terms of such series, the number of directors that may be so elected by the holders of any such series of stock shall be elected for terms expiring at the next annual meeting of stockholders and without regard to the classification of the members of the Board of Directors as set forth in Section 1 hereof, and vacancies among directors so elected by the separate vote of the holders of any such series of Preferred Stock or Series Common Stock shall be filed by the affirmative vote of a majority of the remaining directors elected by such series, or, if there are no such remaining directors, by the holders of such series in the same manner in which such series initially elected a director.

Section 5. If at any meeting for the election of directors, the corporation has outstanding more than one class of stock, and one or more such classes or series thereof are entitled to vote separately as a class, and there shall be a quorum of only one such class or series of stock, that class or series of stock shall be entitled to elect its quota of directors notwithstanding absence of a quorum of the other class or series of stock.

Section 6. The Board of Directors may designate three of more directors to constitute an executive committee, one of whom shall be designated Chairmen of such committee. The members of such committee shall hold such office until the next election of the Board of Directors and until their successors are elected and qualified. Any vacancy occurring in the committee shall be filled by the Board of Directors. Regular meetings of the committee shall be held at such times and on such notice and at such places as it may from time to time determine. The committee shall act, advise with and aid the officers of the corporation in all matters concerning its interest and the management of its business, and shall generally perform such duties and exercise such powers as may from time to time be delegated to it by the Board of Directors, and shall have authority to exercise all powers of the Board of Directors, so far as may be permitted by law, in the management of the business and the affairs of the corporation whenever the Board of Directors is not in session or whenever a quorum of the Board of Directors fails to attend any regular or special meeting of such Board. Without limiting the generality of the foregoing grant of authority, the executive committee is expressly authorized to declare dividends, whether regular or special, to authorize the issuance of stock of the corporation and to adopt a certificate of ownership and merger pursuant to Section 253 or any successor provision of the Delaware General Corporation Law. The committee shall have power to authorize the seal of the corporation to be affixed to all

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papers which are required by the Delaware General Corporation Law to have seal affixed thereto. The fact that the executive committee has acted shall be conclusive evidence that the Board of Directors was not in session at such time or that a quorum of the Board had failed to attend the regular or special meeting thereof.

The executive committee shall keep regular minutes of its transactions and shall cause them to be recorded in a book kept in the office of the corporation designated for that purpose, and shall report the same to the Board of Directors at their regular meeting. The committee shall make and adopt its own rules for the government thereof and shall elect its own officers.

Section 7. The Board of Directors may from time to time establish such other committees to serve at the pleasure of the Board which shall be comprised of such members of the Board and have such duties as the Board shall from time to time establish. Any director may belong to any number of committees of the Board. The Board may also establish such other committees with such members (whether or not directors) and such duties as the Board may from time to time determine.

Section 8. Unless otherwise restricted by the Restated Certificate of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors.

Section 9. The members of the Board of Directors or any committee thereof may participate in a meeting of such Board or committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this subsection shall constitute presence in person at such a meeting.

Section 10. The Board of Directors may establish policies for the compensation of directors and for the reimbursement of the expenses of directors, in each case, in connection with services provided by directors to the corporation.

ARTICLE III.

OFFICERS

Section 1. The Board of Directors, as soon as may be practicable after each annual meeting of the stockholders, shall elect officers of the corporation, including a Chairman of the Board or President and a Secretary. The Board of Directors may also from time to time elect such other officers (including one or more Vice Presidents, a Treasurer, one or more Assistant Vice Presidents, one or more Assistant Secretaries and one or more Assistant Treasurers) as it may deem proper or may delegate to any elected officer of the corporation the power to appoint and remove any such other officers and to prescribe their respective terms of office, authorities and duties. Any Vice President may be designated Executive, Senior or Corporate, or may be given such other designation or combination of designations as the Board of Directors may determine. Any two or more offices may be held by the same person.

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Section 2. All officers of the corporation elected by the Board of Directors shall hold office for such term as may be determined by the Board of Directors or until their respective successors are chosen and qualified. Any officer may be removed from office at any time either with or without cause by the affirmative vote of a majority of the members of the Board then in office, or in the case of appointed officers, by any elected officer upon whom such power of removal shall have been conferred by the Board of Directors.

Section 3. Each of the officers of the corporation elected by the Board of Directors or appointed by an officer in accordance with these By-Laws shall have the powers and duties prescribed by law, by the By-Laws, or by the Board of Directors and, in the case of appointed officers, the powers and duties prescribed by the appointing officer, and, unless otherwise prescribed by the By-Laws or by the Board of Directors or such appointing officer, shall have such further powers and duties as ordinarily pertain to that office. The Chairman of the Board or the President, as determined by the Board of Directors, shall be Chief Executive Officer and shall have the general direction of the affairs of the corporation.

Section 4. Unless otherwise provided in these By-Laws, in the absence or disability of any officer of the corporation, The Board of Directors may, during such period, delegate such officer’s powers and duties to any other officer or to any director and the person to whom such powers and duties are delegated shall, for the time being, hold such office.

ARTICLE IV.

CERTIFICATES OF STOCK

Section 1. The shares of stock of the corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of the corporation’s stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate signed by, or in the name of the corporation by the Chairman of the Board of Directors, or the President or a Vice President, and by the Treasurer or the Secretary of the corporation, or as otherwise permitted by law, representing the number of shares registered in certificate form. Any or all the signatures on the certificate may be a facsimile.

Section 2. Transfers of stock shall be made on the books of the corporation by the holder of the shares in person or by such holder’s attorney upon surrender and cancellation of certificates for a like number of shares, or as otherwise provided by law with respect to uncertificated shares.

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Section 3. No certificate for shares of stock in the corporation shall be issued in place of any certificate alleged to have been lost, stolen or destroyed, except upon production of such evidence of such loss, theft or destruction and upon delivery to the corporation of a bond of indemnity in such amount, upon such terms and secured by such surety, as the Board of Directors in its discretion may require.

ARTICLE V.

CORPORATE BOOKS

The books of the corporation may be kept outside of the State of Delaware at such place or places as the Board of Directors may from time to time determine.

ARTICLE VI.

CHECKS, NOTES, PROXIES, ETC.

All checks and drafts on the corporation’s bank accounts and all bills of exchange and promissory notes, and all acceptances, obligations and other instruments for the payment of money, shall be signed by such officer or officers or agent or agents as shall be thereunto authorized from time to time by the Board of Directors. Proxies to vote and consents with respect to securities of other corporations owned by or standing in the name of the corporation may be executed and delivered from time to time on behalf of the corporation by the Chairman of the Board, the President, or by such officers as the Board of Directors may from time to time determine.

ARTICLE VII.

FISCAL YEAR

The fiscal year of the corporation shall begin on the first day of January in each year and shall end on the thirty-first day of December following.

ARTICLE VIII.

CORPORATE SEAL

The corporate seal shall have inscribed thereon the name of the corporation. In lieu of the corporate seal, when so authorized by the Board of Directors or a duly empowered committee thereof, a facsimile thereof may be impressed or affixed or reproduced.

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ARTICLE IX.

AMENDMENTS

These By-Laws may be amended, added to, rescinded or repealed at any meeting of the Board of Directors or of the stockholders, provided notice of the proposed change was given in the notice of the meeting of the stockholders or, in case of a meeting of the Board of Directors, in a notice given not less than two days prior to the meeting; provided, however, that, notwithstanding any other provisions of these By-Laws or any provision of law which might otherwise permit a lesser vote of the stockholders, the affirmative vote of the holders of at least 80 percent in voting power of all shares of the corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required in order for the stockholders to alter, amend or repeal Section 2 and Section 11 of Article I, Sections 1 and 2 of Article II or this proviso to this Article IX of these By-Laws or to adopt any provision inconsistent with any of such Sections or with this proviso.

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EX-3.62

Exhibit 3.62

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 09/11/1998

981355240 – 2655967

RESTATED

CERTIFICATE OF INCORPORATION

OF

NMR INVESTING I, INC.

Pursuant to Sections 242 and 245 of

the General Corporation Law of

the State of Delaware

NMR INVESTING I, INC. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “GCL”), in order to amend and restate its Certificate of Incorporation pursuant to Sections 242 and 245 of the GCL, certifies as follows:

1. The name of the Corporation is NMR Investing I, Inc. The Corporation was originally incorporated under the name 187 Danbury Holding Corporation and its original Certificate of Incorporation was filed with the Delaware Secretary of State on September 9, 1996.

2. The Board of Directors of the Corporation, at a meeting of directors of the Corporation held on May 7, 1998 in Wilmington Delaware, duly adopted a resolution proposing and declaring advisable the adoption of a Restated Certificate of Incorporation of the Corporation in the form hereinafter set forth in Item 7.

3. The sole stockholder of the Corporation, pursuant to the provisions of Section 228 of the GCL, duly adopted such amendment and restatement of the Certificate of Incorporation at a meeting held on May 7, 1998.

4. The authorized capital of the Corporation shall not be increased or reduced under or by reason of this amendment and restatement of the Certificate of Incorporation.

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5. This Restated Certificate of Incorporation restates and further amends the provisions of the Certificate of Incorporation.

6. This Restated Certificate of Incorporation and the amendments made hereby were duly adopted in accordance with the applicable provisions of Sections 242 and 245 of the GCL.

7. The text of the Certificate of Incorporation is hereby amended and restated so as to read in its entirety as follows:

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RESTATED

CERTIFCATE OF INCORPORATION

OF

NMR INVESTING I, INC.

FIRST: The name of the Corporation is NMR Investing I, Inc.

SECOND: The registered office of the Corporation in State of Delaware is located at 1209 Orange Street, City of Wilmington, County of New Castle, State of Delaware 19801. The registered agent of the Corporation at that address is The Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage is any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (“GCL”); provided that the Corporation’s activities shall be confined to the maintenance and management of its intangible investments and the collection and distribution of the income from such investments or from tangible property physically located outside Delaware, all as defined in, and in such manner to qualify for exemption from income taxation under, § 1902(b)(8) of Title 30 of the Delaware Code.

FOURTH: The Corporation shall have authority to issue one thousand (1,000) shares of common stock, having a par value of one dollar ($1.00) per share.

FIFTH: The Corporation shall indemnify directors and officers of the Corporation to the fullest extent permitted by law.

SIXTH: A director of the Corporation shall have no personal liability to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, to the full extent that such liability may be eliminated under the GCL as in effect from time to time.

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SEVENTH: The business and affairs of the Corporation shall be managed by or under the direction of the board of directors, the number of members of which shall be set forth in the bylaws of the Corporation. The directors need not be elected by ballot unless required by the bylaws of the Corporation.

EIGHTH: The books of the Corporation will be kept in the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the bylaws of the Corporation.

NINTH: The board of directors is expressly prohibited from making, altering, amending or repealing the bylaws of the Corporation without the consent of the holders of all shares issued and outstanding at the time.

TENTH: The Corporation may not, without the consent in writing of the holders of all shares issued and outstanding at the time, amend or repeal any provision contained in this Restated Certificate of Incorporation.

ELEVENTH: Except with respect to (i) transactions with affiliates, (ii) transactions involving assets having a value of less than $2,500, and (iii) disbursements of funds in the ordinary course of business from the Corporation’s accounts with financial institutions, the Corporation may not lease, sell, exchange, transfer, license, assign or dispose of any of the assets of the Corporation without the consent in writing of the holders of all shares issued and outstanding at the time. Nothing in this Article ELEVENTH shall restrict

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TWELFTH: The Corporation may not pledge any of its assets, or create a security interest in any of its assets, without the consent in writing of the holders of all shares issued and outstanding at the time.

THIRTEENTH: The Corporation shall have no power and may not be authorized by its stockholders or directors (i) to perform or omit to do any act that would prevent, inhibit, or cause the Corporation to lose its status as a corporation exempt from the Delaware Corporation Income Tax under Section 1902(b)(8) of Title 30 of the Delaware Code, or under the corresponding provision of any subsequent law, or (ii) to conduct any physical activities in any state other than Delaware which could result in the Corporation being subject to the taxing jurisdiction of any state other than Delaware.

IN WITNESS WHEREOF, NMR Investing I, Inc. has caused this Restated Certificate of Incorporation to be duly executed in its corporate name as of this 11th day of September, 1998.

NMR INVESTING I, INC.
By:	/s/ Kenneth J. Kubacki
	Kenneth J. Kubacki Vice President
	[SEAL]

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EX-3.63

Exhibit 3.63

AMENDED AND RESTATED BYLAWS

OF

NMR INVESTING I, INC.

Adopted as of March 16, 2000

ARTICLE I - STOCKHOLDERS

Section 1. Annual Meeting.

An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held on any weekday which is not a holiday as shall be designated by the Board and stated in the notice of the meeting.

Section 2. Special Meetings.

Special meetings of the stockholders, for any purpose or purposes prescribed in the notice of the meeting, may be called by the Board of Directors, the Chairperson or the President or as otherwise provided by law or the Certificate of Incorporation, on such date, and at such time as they or he or she shall fix, and a majority of the stockholders may call a special meeting of directors in accordance with Section 4 of Article II of these Bylaws.

Section 3. Notice of Meetings.

Written notice of the place, date and time of all meetings of the stockholders shall be given, not less than ten nor more than sixty days before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting, except as otherwise provided herein or required by law (meaning, here and hereinafter, as required from time to time by the General Corporation Law of the State of Delaware or the Certificate of Incorporation of the corporation).

When a meeting is adjourned to another place, date or time, written notice need not

be given of the adjourned meeting if the place, date and time thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than thirty days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, written notice of the place, date, and time of the adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

Section 4. Quorum.

At any meeting of the stockholders, the holders of a majority of all of the shares of the stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required herein or by law.

If a quorum shall fail to attend any meeting, the Chairperson of the meeting or the holders of a majority of the shares of the stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another date, time or place.

If a notice of any adjourned special meeting of stockholders is sent to all stockholders entitled to vote thereat, stating that it will be held with those present constituting a quorum, then except as otherwise required by law, those present at such adjourned meeting shall constitute a quorum, and all matters shall be determined by a majority of the votes cast at such meeting.

Section 5. Organization.

The Chairperson of the Board or, in the absence of such Chairperson, the President of the corporation or, in the President’s absence, an Executive Vice President of the corporation, or in the absence of an Executive Vice President or, in the Executive Vice President’s absence, a Vice

President of the corporation, or in the absence of a Vice President, such person as may be chosen by the Board, or if not so chosen, as selected by holders of a majority of the shares entitled to vote who are present, in person or by proxy, shall call to order any meeting of the stockholders and act as Chairperson of the meeting. In the absence of the Secretary of the corporation, the Secretary of the meeting shall be such person as the Chairperson of the meeting appoints.

Section 6. Conduct of Business.

The Chairperson of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as seem to him or her in order.

Section 7. Proxies and Voting.

At any meeting of the stockholders, every stockholder entitled to vote may vote in person or by proxy authorized by an instrument in writing filed in accordance with the procedure established for the meeting.

Each stockholder shall have one vote for every share of stock entitled to vote which is registered in such stockholder’s name on the record date for the meeting, except as otherwise provided herein or required by law.

All voting, including on the election of directors, but excepting where otherwise required by law, may be by a voice vote; provided, however, that upon demand therefor by a stockholder entitled to vote or such stockholder’s proxy, a stock vote shall be taken. Every stock vote shall be taken by ballots, each of which shall state the name of the stockholder or proxy voting and such other information as may be required under the procedure established for the meeting. Every vote taken by ballots shall be counted by an inspector or inspectors appointed by the Chairperson of the meeting.

No proxy shall be voted on or after three (3) years from its date, unless the proxy provides for a longer period.

All elections shall be determined by a plurality of the votes cast, and except as otherwise required by law, all other matters shall be determined by a majority of the votes cast.

Section 8. Stock List.

A complete list of stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order for each class of stock and showing the address of each such stockholder and the number of shares registered in such stockholder’s name, shall be open to the examination of any such stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held.

The stock list shall also be kept at the place of the meeting during the whole time thereof and shall be open to the examination of any such stockholder who is present. This list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and number of shares held by each of them.

Section 9. Consent of Stockholders in Lieu of Meeting.

Any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

ARTICLE II - BOARD OF DIRECTORS

Section 1. Number and Term of Office.

The number of directors who shall constitute the whole board shall be such number as the Board of Directors shall at the time have designated, except that in the absence of any such designation, such number shall be seven (7). Each director shall be elected for a term of one year and until such director’s successor is elected and qualified, except as otherwise provided herein or required by law.

Whenever the authorized number of directors is increased between annual meetings of the stockholders, a majority of the directors then in office shall have the power to elect such new directors for the balance of a term and until their successors are elected and qualified. Any decrease in the authorized number of directors shall not become effective until the expiration of the term of the directors then in office unless, at the time of such decrease, there shall be vacancies on the board which are being eliminated by the decrease.

Section 2. Vacancies.

If the office of any director becomes vacant by reason of death, resignation, disqualification, removal or other cause, a majority of the directors remaining in office, although less than a quorum, may elect a successor for the unexpired term and until such director’s successor is elected and qualified.

Section 3. Regular Meetings.

Regular meetings of the Board of Directors shall be held at such place or places, on such date or dates, and at such time or times as shall have been established by the Board of Directors and publicized among all directors. A notice of each regular meeting shall not be required.

Section 4. Special Meetings.

Special meetings of the Board of Directors may be called only by the Chairperson, the President, or their respective delegates, a majority of the directors or a majority of the stockholders and shall be held at such place, on such date, and at such time as the authorized person(s) calling such meeting shall fix. Notice of the place, date, and time of each such special meeting shall be given in accordance with Article 8, Section 1 to each director, by whom it is not waived, by mailing or hand delivering written notice not less than five days before the meeting or by other means described in Article 8, Section 1 not less than twenty-four hours before the meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.

Section 5. Quorum.

At any meeting of the Board of Directors, fifty percent (50%) of the total number of the whole board shall constitute a quorum for all purposes. If a quorum shall fail to attend any meeting, a majority of those present may adjourn the meeting to any place, date, or time, without further notice or waiver thereof.

Section 6. Participation in Meetings by Conference Telephone.

Notwithstanding any provision of these bylaws to the contrary, members of the Board of Directors, or of any committee thereof, may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute presence in person at such meeting.

Section 7. Chairperson of the Board.

The Board of Directors shall elect, at its organizational meeting and each annual

meeting, a Chairperson of the Board (the “Chairperson”), who shall be a director and who shall hold office until the next annual meeting of the Board and until such Chairperson’s successor is elected and qualified or until such Chairperson’s earlier resignation or removal by act of the Board. The Chairperson shall preside at meetings of the stockholders and the Board. In the absence of the Chairperson, the President shall preside at meetings of the stockholders and the Board, or in the President’s absence, an Executive Vice President shall so preside, or in the absence of an Executive Vice President, such person as designated by the Board of Directors in accordance with these Bylaws.

Section 8. Conduct of Business.

At any meeting of the Board of Directors, business shall be transacted in such order and manner as the Board may from time to time determine, and all matters shall be determined by the vote of a majority of the directors present, except as otherwise provided herein or required by law. Action may be taken by the Board of Directors without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors.

Section 9. Compensation of Directors.

At the option of the Board of Directors, directors may receive, pursuant to resolution of the Board of Directors, fixed fees and other compensation for their services as directors, including, without limitation, their services as members of committees of the Board of Directors.

Section 10. Removal of Directors.

Any director of the corporation may be removed at any time, with or without cause, by a majority vote of the stockholders.

ARTICLE III - COMMITTEES

Section 1. Committees of the Board of Directors.

The Board of Directors, by a vote of a majority of the whole Board, may from time to time designate committees of the Board, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the Board and shall, for those committees and any others provided for herein, elect a director or directors to serve as the member or members., designating, if it desires, other directors as alternate members who may replace any absent or disqualified member at any meeting of the committee. Any committee so designated may exercise the power and authority of the Board of Directors to declare a dividend or to authorize the issuance of stock if the resolution that designates the committee or a supplemental resolution of the Board of Directors shall so provide. In the absence or disqualification of any member of any committee and any alternate member in such member’s place, the member or members of the committee present at the meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member. The Board of Directors may, from time to time, suspend, alter, continue or terminate any committee or the powers and functions thereof.

Section 2. Officers’ Committees.

Subject to the approval of the Board, the Chairperson may appoint, or may provide for the appointment of, committees consisting of officers or other persons, with chairpersonships, vice chairpersonships and secretaryships and such duties and powers as the Chairperson may, from time to time, designate and prescribe. The Board or the Chairperson may, from time to time, suspend, alter, continue or terminate any of such committees or the powers and functions thereof.

Section3. Conduct of Business.

Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein or required by law. Adequate provision shall be made for notice to members of all meetings; one-third of the members shall constitute a quorum unless the committee shall consist of one or two members, in which event one member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present. Action may be taken by any committee without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of such committee.

ARTICLE IV - OFFICERS

Section 1. Generally.

The officers of the corporation shall consist of a President, a Treasurer, a Secretary and such other officers, including, for example, Executive Vice Presidents, Vice Presidents, Assistant Treasurers and Assistant Secretaries, as may from time to time be appointed by the Board of Directors. Officers shall be elected by the Board of Directors, which shall consider that subject at its first meeting after every annual meeting of stockholders. Each officer shall hold office until such officer’s successor is elected and qualified or until such officer’s earlier resignation or removal.

One person may hold more than one of the offices specified in this section and may have such other titles as the Board of Directors may determine.

Section 2. President.

The President shall be the chief executive officer of the corporation. Subject to the provisions of these bylaws and to the direction of the Board of Directors, the President shall have the responsibility for the general management and control of the business and affairs of the

corporation and shall perform all duties and have all powers which are commonly incident to the office of chief executive or which are delegated to the President by the Board of Directors, The President shall have power to sign all stock certificates, contracts and other instruments of the corporation which are authorized and shall have general supervision and direction of all of the other officers, employees and agents of the Corporation.

Section 3. Executive Vice President.

There may be such number of Executive Vice Presidents as the Board of Directors shall appoint Any such Executive Vice President shall have such powers and duties as may be delegated to the Executive Vice President by the Board of Directors. An Executive Vice President may be designated by the Board of Directors to perform the duties and exercise the powers of the President in the event of the President’s absence or disability. In the absence of the Chairman and the President, an Executive Vice President shall preside at meetings of the stockholders and the Board of Directors.

Section 4. Vice President.

There may be such number of Vice Presidents as the Board of Directors shall appoint. Any such Vice President shall have such powers and duties as may be delegated to the Vice President by the Board of Directors. A Vice President may be designated by the Board of Directors to perform the duties and exercise the powers of the President in the event of the President’s absence or disability. In the absence of the Chairperson, the President, and the Executive Vice Presidents, one Vice President so designated by the Board of Directors shall preside at meetings of the stockholders and the Board of Directors.

Section 5. Treasurer/Assistant Treasurer.

The Treasurer shall have the responsibility for maintaining the financial records of

the corporation and shall have custody of all monies and securities of the corporation. The Treasurer shall make such disbursements of the funds of the corporation as are authorized and shall render from time to time an account of all such transactions and of the financial condition of the corporation. The Treasurer shall also perform such other duties as the Board of Directors may from time to time prescribe. The Board of Directors may also elect an Assistant Treasurer, if deemed necessary or appropriate, who shall have such powers and duties of the Treasurer, as determined by the Board of Directors.

Section 6. Secretary/Assistant Secretary.

The Secretary shall issue all authorized notices for, and shall keep minutes of, all meetings of the stockholders and the Board of Directors. The Secretary shall have charge of the corporate books and shall perform such other duties as the Board of Directors may from time to time prescribe. The Board of Directors may also elect an Assistant Secretary, if deemed necessary or appropriate, who shall have such powers and duties of the Secretary, as determined by the Board of Directors.

Section 7. Delegation of Authority.

The Board of Directors may from time to time delegate the powers or duties of any officer to any other officers or agents, notwithstanding any provision hereof.

Section 8. Removal.

Any officer of the corporation may be removed at any time, with or without cause, by the Board of Directors.

Section 9. Action with Respect to Securities of Other Corporations.

Unless otherwise directed by the Board of Directors, the President or any Executive Vice President or any Vice President, or their respective delegates, shall have power to vote and

otherwise act on behalf of the corporation, in person or by proxy, at any meeting of stockholders of or with respect to any action of stockholders of any other corporation in which this corporation may hold securities and otherwise to exercise any and all rights and powers which this corporation may possess by reason of its ownership of securities in such other corporation.

ARTICLE V - STOCK

Section 1. Certificates of Stock.

Each stockholder shall be entitled to a certificate signed by, or in the name of the corporation by, the President and the Secretary, or such other officers as authorized by the Board, certifying the number of shares owned by such stockholder.

Section 2. Transfers of Stock.

Transfers of stock shall be made only upon the transfer books of the corporation kept at an office of the corporation or by transfer agents designated to transfer shares of the stock of the corporation. Except where a certificate is issued in accordance with Section 4 of this Article V, an outstanding certificate for the number of shares involved shall be surrendered for cancellation before a new certificate is issued therefor.

Section 3. Record Pate.

In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors.

In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 4. Lost, Stolen or Destroyed Certificates.

In the event of the loss, theft or destruction of any certificate of stock, another may be issued in its place pursuant to such regulations as the Board of Directors may establish concerning proof of such loss, theft or destruction and concerning the giving of a satisfactory bond or bonds of indemnity.

Section 5. Regulations.

The issue, transfer, conversion and registration of certificates of stock shall be governed by such other regulations as the Board of Directors may establish.

ARTICLE VI - PURPOSES AND POWERS

Section 1. Purposes and Powers.

The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware; provided that the corporation’s activities shall be confined to the maintenance and management of its intangible investments and the collection and distribution of the income from such investments or from tangible property physically located outside Delaware, all as defined in, and in such manner to qualify for exemption from income taxation under, Section 1902(b)(8) of Title 30 of the Delaware Code, or under the corresponding provision of any subsequent law; provided further that the corporation shall be empowered to conduct such other activities as permitted by said Section 1902(b)(8) or the corresponding provision of any subsequent law in such manner to qualify for exemption from income taxation under said Section 1902(b)(8) or the corresponding provision of any subsequent law. For purposes of this Section “intangible investments” shall include, without limitation, investments in stocks, bonds, notes and other debt obligations (including debt obligations of affiliated corporations), patents, patent applications, trademarks, trade names and similar types of intangible assets.

ARTICLE VII - INDEMNIFICATION AND INSURANCE

Section 1. Scope.

Except as prohibited by law, every person shall be entitled as of right to be indemnified by the corporation against reasonable expense and any liability paid or incurred by such person in connection with any actual or threatened claim, action, suit or proceeding, civil, criminal, administrative, investigative or other, whether brought by or in the right of the corporation or otherwise, by reason of such person being or having been a director or officer of the corporation

or by reason of the fact that such officer or director of the corporation is or was serving at the request of the corporation as a director, officer, employee, fiduciary or other representative of another corporation, partnership, joint venture, trust, employee benefit plan or other entity (such claim, action, suit or proceeding hereinafter being referred to as “action”). Such indemnification shall include the right to have expenses incurred by such person in connection with an action paid in advance by the corporation prior to final disposition of such action, subject to subsequent determination of the right to be so indemnified. Persons who are not directors or officers of the corporation may be similarly indemnified in respect of service to the corporation or to another such entity at the request of the corporation to the extent the Board of Directors at any time determines that such person is entitled to the benefits of this Article. As used herein, “expense” shall include fees and expenses of counsel selected by such person; and “liability” shall include amounts of judgments, excise taxes, fines and penalties, and amounts paid in settlement of an action.

Section 2. Means of Indemnification.

The corporation may purchase and maintain insurance to protect itself and any person eligible to be indemnified hereunder against any liability or expense asserted or incurred by such person in connection with any action, whether or not the corporation would have the power to indemnify such person against such liability or expense by law or under this Article. The corporation may create a trust fund, grant a security interest, cause a letter of credit to be issued or use other means (whether or not similar to the foregoing) to ensure the payment of such sums as may become necessary to effect indemnification as provided herein.

Section 3. Agreement for Indemnification.

The corporation shall have the express authority to enter into such agreements as the Board of Directors deems appropriate for the indemnification, including advancement of expenses,

of present or future directors and officers of the corporation and other persons in connection with their service to, or status with, the corporation or any other corporation, partnership, joint venture, trust, employee benefit plan or other entity with whom such director, officer or other person is serving at the request of the corporation.

Section 4. Nature of Right of Indemnification.

The right of indemnification provided for herein (i) shall not be deemed exclusive of any other rights to which those seeking indemnification hereunder may be entitled, (ii) shall be deemed to create contractual rights in favor of persons entitled to indemnification hereunder, (iii) shall continue as to persons who have ceased to have the status pursuant to which they were entitled or were determined to be entitled to indemnification hereunder and shall inure to the benefit of the heirs and legal representatives of persons entitled to indemnification hereunder and (iv) shall be applicable to actions, suits or proceedings commenced after the adoption hereof, whether arising from acts or omissions occurring before or after the adoption hereof. The rights of indemnification provided for herein may not be amended, modified or repealed so as to limit in any way the indemnification provided for herein with respect to any acts or omissions occurring prior to the effective date of any such amendment, modification or repeal.

Section 5. Non-Payment by Corporation.

In the event any indemnification or advance of expenses to which a person is entitled under this Article is not paid in full by the corporation within 30 days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim. The corporation shall promptly reimburse the claimant for all costs and expenses, including attorneys’ fees, incurred in bringing and pursuing such action, subject to the corporation’s right to recover the amount of such reimbursement in the event and to the extent that it is ultimately determined by the final judgment of a court of competent jurisdiction that the claimant is not entitled to indemnification under this Article.

ARTICLE VIII - NOTICES

Section 1. Notices.

Except as otherwise specifically provided herein or required by law, all notices required to be given to any stockholder, director, officer, employee or agent, shall be in writing and may in every instance be effectively given by hand delivery to the recipient thereof, by depositing such notice in the mails, postage paid, by sending such notice by Federal Express or similar overnight courier, by sending such notice by prepaid telegram or mailgram or by sending such notice by telecopy or similar facsimile transmission. Any such notice shall be addressed to such stockholder, director, officer, employee, or agent at his or her last known address as the same appears on the books of the corporation. The time when such notice is received, if hand delivered, or dispatched, if delivered through the mails, by overnight courier, by telegram or mailgram, or by telecopy or similar facsimile shall be the time of the giving of the notice.

Section 2. Waivers.

A written waiver of any notice, signed by a stockholder, director, officer, employee or agent, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such stockholder, director, officer, employee or agent. Neither the business nor the purpose of any meeting need be specified in such a waiver.

ARTICLE IX - MISCELLANEOUS

Section 1. Corporate Seal.

The Board of Directors may provide a suitable seal, containing the name of the corporation, which seal shall be in the charge of the Secretary. Duplicates of the seal may be kept and used by the Treasurer or Secretary or by an Assistant Secretary or Assistant Treasurer.

Section 2. Reliance upon Books, Reports and Records.

Each director, each member of any committee designated by the Board of Directors, and each officer of the corporation shall, in the performance of his or her duties, be folly protected in relying in good faith upon the books of account or other records of the corporation, including reports made to the corporation by any of its officers, by an independent certified public accountant, or by an appraiser selected with reasonable cafe.

Section 3. Fiscal Year.

The fiscal year of the corporation shall be as fixed by the Board of Directors.

Section 4. Time Periods.

In applying any provision of these bylaws which require that an act be done or not done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included.

ARTICLE X - AMENDMENTS

Section 1. Amendments.

These bylaws may only be amended, suspended or repealed in a manner consistent with law and the Certificate of Incorporation at any regular or special meeting of the Board of Directors by vote of a majority of the entire board or at any stockholders meeting called and maintained in accordance with Article I of these bylaws. Such amendment, suspension or repeal may be evidenced by resolution or as the Board may otherwise deem appropriate.

THE UNDERSIGNED, Secretary of NMR Investing I, Inc., does hereby certify that the foregoing is a true copy of the bylaws of NMR Investing I, Inc. and that the same are in full force and effect as of the date indicated below.

Dated: As of March 16, 2000

/s/ Gordon W. Stewart

Gordon W. Stewart

Secretary

[SEAL]

EX-3.64

Exhibit 3.64

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 03:30 PM 04/29/1998

981164636 – 2890638

CERTIFICATE OF LIMITED PARTNERSHIP

OF

NMR LICENSING ASSOCIATES, L.P.

This Certificate of Limited Partnership of NMR Licensing Associates, L.P. (the “Partnership”), dated as of the 29^th day of April, 1998, has been duly executed and is being filed by NMR Investing I, Inc., a Delaware corporation, as the sole general partner, to form a limited partnership under the Delaware Revised Uniform Limited Partnership Act (6 Del. C. § 17-101, et. seq.).

1. Name. The name of the limited partnership formed hereby is NMR Licensing Associates, L.P.

2. Registered Office. The registered office of the Partnership in the State of Delaware is located at The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

3. Registered Agent. The name and address of the registered agent of the Partnership for service of process on the Partnership in the State of Delaware are The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

4. General Partner. The name and business address of the sole general partner of the Partnership are as follows:

NMR INVESTING I, INC.

801 West Street, 2nd Floor

Wilmington, Delaware 19801-1545

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Limited Partnership as of the date first above written.

NMR INVESTING I, INC.
By	/s/ Stephen J. Boatti
Name:	Stephen J. Boatti
Title:	President

EX-3.65

Exhibit 3.65

EXECUTION COPY

FIFTH AMENDED AND RESTATED

AGREEMENT OF

LIMITED PARTNERSHIP

of

NMR LICENSING ASSOCIATES, L.P.,

A Delaware limited partnership

By and Among

NMR INVESTING I, INC.,

and

NIELSEN MEDIA RESEARCH, INC.

Dated as of January 1, 2004

TABLE OF CONTENTS

ARTICLE I THE PARTNERSHIP	1
Section 1.01. Formation	1
Section 1.02. Name	2
Section 1.03. Purpose	2
Section 1.04. Principal Place of Business	2
Section 1.05. Term	2
Section 1.06. Filings; Agent for Service of Process	2
Section 1.07. Title to Partnership Property	3
Section 1.08. Payments of Individual Obligations	3
Section 1.09. Independent Activities; Transactions with Affiliates	3
Section 1.10. Definitions	4
Section 1.11. Other Terms	16
ARTICLE II PARTNERS’ CAPITAL CONTRIBUTIONS	17
Section 2.01. General Partner	17
Section 2.02. Limited Partner	17
Section 2.03. Additional Capital Contributions	17
Section 2.04. Obligations Under Contribution Agreement	18
Section 2.05. Other Matters	18
Section 2.06. Capital Accounts and Percentage Interests	19
ARTICLE III ALLOCATIONS	19
Section 3.01. Profits	19
Section 3.02. Losses	20
Section 3.03. Special Allocations	20
Section 3.04. Curative Allocations	21
Section 3.05. Loss Limitation	21
Section 3.06. Other Allocation Rules	21
Section 3.07. Tax Allocations: Code Section 704(c)	22
ARTICLE IV DISTRIBUTIONS	22
Section 4.01. Cash Flow	22
Section 4.02. Amounts Withheld	22
ARTICLE V MANAGEMENT	23
Section 5.01. Authority of the General Partner	23
Section 5.02. Right to Rely on the General Partner	23
Section 5.03. Restrictions on Authority of the General Partner	23
Section 5.04. Duties and Obligations of the General Partner	25
Section 5.05. Indemnification of the Partners	26
Section 5.06. Compensation and Expenses	28
ARTICLE VI ROLE OF LIMITED PARTNER	28
Section 6.01. Rights or Powers	28
Section 6.02. Voting Right	29
Section 6.03. Procedure for Consent	29

ARTICLE VII REPRESENTATIONS, WARRANTIES AND COVENANTS	29
Section 7.01. In General	29
Section 7.02. Representations and Warranties	29
ARTICLE VIII ACCOUNTING; BOOKS AND RECORDS	31
Section 8.01. Accounting; Books and Records	31
Section 8.02. Reports	31
Section 8.03. Tax Matters	32
Section 8.04. Proprietary Information	33
ARTICLE IX AMENDMENTS; MEETINGS	34
Section 9.01. Amendments	34
Section 9.02. Meetings of the Partners	34
Section 9.03. Consent	34
ARTICLE X TRANSFERS OF INTERESTS	35
Section 10.01. Restriction on Transfers	35
Section 10.02. Permitted Transfers	35
Section 10.03. Conditions to Permitted Transfers	35
Section 10.04. Prohibited Transfers	36
Section 10.05. Rights of Unadmitted Assignees	36
Section 10.06. Admission as Substituted Partners	37
Section 10.07. Distributions with Respect to Transferred Interests	37
Section 10.08. Partial Retirement of Limited Partner’s Interest in the Partnership; Determination of Mark-to-Market Values and Gross Asset Values	38
ARTICLE XI GENERAL PARTNER	39
Section 11.01. Covenant Not to Withdraw, Transfer, or Dissolve	39
Section 11.02. Termination of Status as General Partner	40
Section 11.03. Election of New General Partners	40
ARTICLE XII DISSOLUTION AND WINDING UP	41
Section 12.01. Liquidating Events	41
Section 12.02. Winding Up	41
Section 12.03. Restoration of Deficit Capital Accounts; Compliance with Timing Requirements of Regulations	42
Section 12.04. Deemed Contribution and Distribution	43
Section 12.05. Rights of Partners	43
Section 12.06. Notice of Dissolution	43
Section 12.07. Character of Liquidating Distributions	43
Section 12.08. The Liquidator	44
Section 12.09. Form of Liquidating Distributions	44
ARTICLE XIII POWER OF ATTORNEY	44
Section 13.01. General Partner as Attorney-In-Fact	44
Section 13.02. Nature of Special Power	45
ARTICLE XIV MISCELLANEOUS	45
Section 14.01. Notices	45
Section 14.02. Binding Effect	46

ii

Section 14.03. Construction	46
Section 14.04. Headings	47
Section 14.05. Severability	47
Section 14.06. Variation of Pronouns	47
Section 14.07. Governing Law	47
Section 14.08. Waiver of Action for Partition	47
Section 14.09. Waiver of Jury Trial	47
Section 14.10. Consent to Jurisdiction	47
Section 14.11. Counterpart Execution	48
Section 14.12. Sole and Absolute Discretion	48
Section 14.13. Specific Performance	48

EXHIBITS

Exhibit A	Form Demand Promissory Note and Guaranty of Payment
Exhibit B	Form Confidentiality Agreement

iii

FIFTH AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OF

NMR LICENSING ASSOCIATES, L.P.,

A DELAWARE LIMITED PARTNERSHIP

This FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP is entered into and shall be effective as of the 1st day of January, 2004, by and between NMR INVESTING I, INC., a Delaware corporation (“Investing I”), as the General Partner, and NIELSEN MEDIA RESEARCH, INC., a Delaware corporation (“Media”), as the Limited Partner.

ARTICLE I

THE PARTNERSHIP

Section 1.01. Formation.

The Partnership was formed on April 29, 1998. The Partnership exists under that certain Fourth Amended and Restated Agreement of Limited Partnership of NMR Licensing Associates, L.P. entered into and effective as of July 7, 1999 (as amended or other modified, the “Fourth Amended Partnership Agreement”). Effective as of December 28, 2000, pursuant to a Purchase Agreement among RBNMR, Inc., Media and Investing I, (i) Media purchased the then Class A Limited Partner Interest of RBNMR, Inc; (ii) Media was admitted to the Partnership as a Class A Limited Partner in respect of the acquired Class A Limited Partner Interest; (iii) the Class A Limited Partner Interest thus acquired by Media was converted to a Class B Limited Partner Interest; and (iv) RBNMR, Inc. withdrew from the Partnership as a Class A Limited Partner with respect to the Class A Limited Partner Interest. Thereafter, as of December 31, 2000, under the terms of a Distribution Agreement among the Partnership, Media, Investing I and RBNMR, Inc., the Partnership distributed certain software assets to Media in partial retirement of its Class B Limited Partner Interest. On December 30, 2003, pursuant to a Purchase Agreement among RBNMR, Inc., Media and Investing I, (a) Media purchased the then Class A1 Limited Partner Interest of RBNMR, Inc.; (b) Media was admitted to the Partnership as a Class A1 Limited Partner in respect of the acquired Class A1 Limited Partner Interest; and (c) RBNMR, Inc. withdrew from the Partnership as a Class A1 Limited Partner with respect to the Class A1 Limited Partner Interest. On December 31, 2003, the Partnership acquired certain additional software from Media pursuant to the Software Purchase Agreement. Simultaneously with the execution of this Agreement, (i) the Partnership shall be authorized to issue a single class of limited partner interest (the “Limited Partner Interest”) and (ii) Media’s Class A1 Limited Partner Interest and Class B Limited Partner Interest held under the Fourth Amended Partnership Agreement are hereby converted into, and Media is hereby admitted as a Limited Partner in respect of, the Limited Partner Interest. Investing I and Media, constituting all the current Partners in the Partnership, hereby agree to continue the Partnership as a limited partnership pursuant to the provisions of the Act and upon the terms and conditions set forth in this Agreement. This Agreement completely amends, restates and supersedes the Fourth Amended Partnership Agreement.

Section 1.02. Name.

The name of the Partnership shall continue to be NMR Licensing Associates, LP., and all business of the Partnership shall be conducted in such name or in the discretion of the General Partner, under any other name; provided that, the General Partner may change the name of the Partnership only upon reasonable advance notice to the Limited Partners.

Section 1.03. Purpose.

The purpose of the Partnership is to engage in the business of owning certain investments in Permitted Assets, to manage, protect, conserve and dispose of such investments in Permitted Assets, to make such additional investments and engage in such additional business endeavors as are permitted under this Agreement or otherwise as the Partners may agree, and to engage in activities related or incidental thereto. The Partnership shall have the power to do any and all acts necessary, appropriate, proper, advisable, incidental or convenient to or in furtherance of the purpose of the Partnership and shall have without limitation, any and all powers that may be exercised on behalf of the Partnership by the General Partner pursuant to Section 1.09(c) and Article V hereof.

Section 1.04. Principal Place of Business.

The principal place of business of the Partnership shall continue to be at 801 West Street, 2nd Floor, Wilmington, Delaware 19801-1545. The General Partner may change the principal place of business of the Partnership to any other place within or without the State of Delaware upon ten (10) Business Days’ notice to the Limited Partner. The registered office of the Partnership in the State of Delaware is located at The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

Section 1.05. Term.

The term of the Partnership commenced on the date the certificate of limited partnership described in Section 17-201 of the Act (the “Certificate”) was filed in the office of the Secretary of State of the State of Delaware in accordance with the Act and shall continue until the winding up and liquidation of the Partnership and its business is completed following a Liquidating Event as provided in Article XII hereof.

Section 1.06. Filings; Agent for Service of Process.

(a) The General Partner has caused the Certificate to be filed in the office of the Secretary of State of the State of Delaware in accordance with the provisions of the Act. The General Partner shall take any and all other actions, including without limitation the filing of amendments to the Certificate, reasonably necessary to perfect and maintain the status of the Partnership as a limited partnership under the laws of the State of Delaware or any other states in which the Partnership is engaged in business. The General Partner shall cause amendments to the Certificate to be filed whenever required by the Act. Such amendments may be executed by the General Partner and by each Person designated in the amendment as a new general partner.

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(b) The registered agent for service of process on the Partnership in the State of Delaware shall continue to be The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801 or any successor as appointed by the General Partner in accordance with the Act.

(c) Upon the dissolution and completion of the winding up and liquidation of the Partnership, the General Partner (or, in the event there is no remaining General Partner, any Person appointed pursuant to Section 12.08 hereof) shall promptly execute and cause to be filed certificates of cancellation in accordance with the Act and the laws of any other states or jurisdictions in which the General Partner or such other appointed Person, as the case may be, deems such filing necessary or advisable.

Section 1.07. Title to Partnership Property.

All Partnership Property shall be owned by the Partnership as an entity and no Partner shall have any ownership interest in such property in its individual name or right, and each Partner’s interest in the Partnership shall be personal property for all purposes. The Partnership shall hold all of its property in the name of the Partnership and shall cause the Partnership Subsidiary to hold all of the Partnership Subsidiary’s property in the name of the Partnership Subsidiary and, in either case, not in the name of any Partner.

Section 1.08. Payments of Individual Obligations.

The Partnership’s credit and assets shall be used solely for the benefit of the Partnership, and no asset of the Partnership shall be Transferred or encumbered for or in payment of any individual obligation of any Partner.

Section 1.09. Independent Activities; Transactions with Affiliates.

(a) The General Partner and any of its Affiliates shall be required to devote only such time to the affairs of the Partnership as the General Partner determines in its sole discretion may be necessary to manage and operate the Partnership, and each such Person, shall be free to serve any other Person or enterprise in any capacity that it may deem appropriate in its discretion.

(b) To the extent permitted by applicable law and except as otherwise provided in this Agreement, each Partner acknowledges that the other Partners (each acting on its own behalf) and their Affiliates are free to engage or invest in an unlimited number of activities or businesses, any one or more of which may be related to the activities or businesses of the Partnership, without having or incurring any obligation to offer any interest in such activities or businesses to the Partnership or any Partner, and neither this Agreement nor any activity undertaken pursuant to this Agreement shall prevent any Partner or its Affiliates from engaging in such activities, or require any Partner to permit the Partnership or any Partner or its Affiliates to participate in any such activities, and as a material part of the consideration for the execution of this Agreement by each Partner, each Partner hereby waives, relinquishes, and renounces any such right or claim of participation. The Partners acknowledge that certain conflicts of interest may thus arise and hereby agree that the specific rights with respect to the Partners’ and their Affiliates’ freedom of action provided in this Section 1.09(b) are sufficient to protect their respective interests in relation to such possible conflicts and are to be in lieu of all other possible limitations which might otherwise be implied in fact, in law or in equity.

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(c) To the extent permitted by applicable law and except as otherwise provided in this Agreement, the General Partner, when acting on behalf of the Partnership, is hereby authorized to purchase property from, sell property to or otherwise deal with any Partner, acting on its own behalf, or any Affiliate of any Partner; provided that any such purchase, sale or other transaction shall be in the ordinary course of the Partnership’s business and shall be made on terms and conditions which are no less favorable to the Partnership than if the sale, purchase or other transaction had been made with an independent third party on prevailing market terms. The Partners agree that the Release, the 2004 Media Lease, the Demand Loans, the Media Guaranteed Demand Loans, the Demand Notes, the Software Purchase Agreement, any Term Note to Athenian, and any fees paid pursuant to Section 5.06(d) hereof shall satisfy this independent third-party standard and the Partners hereby authorize the General Partner to cause the Partnership or the Partnership Subsidiary to enter into the documents referenced in this Section 1.09(c) or confirm that the General Partner was authorized to cause the Partnership or the Partnership Subsidiary to enter into the documents referenced in this Section 1.09(c) that were entered into prior to the Closing Date.

(d) Each Partner and any Affiliate thereof may also borrow money from, and transact other business with the Partnership and, subject to other applicable law, has the same rights and obligations with respect thereto as a Person who is not a Partner. The existence of these relationships and acting in such capacities will not result in the Limited Partner being deemed to be participating in the control of the business of the Partnership or otherwise affect the limited liability of the Limited Partner.

Section 1.10. Definitions.

Capitalized words and phrases used in this Agreement have the following meanings:

“2004 Media Lease” means that certain Lease Agreement dated as of January 1, 2004 between the Partnership and Media pursuant to which the Software Assets are leased to Media.

“Act” means the Delaware Revised Uniform Limited Partnership Act, as set forth in Del. Code Ann. tit. 6, Sections 17-101 to 17-1111, as amended, modified or supplemented from time to time (or any corresponding provisions of succeeding law).

“Additional Capital Contributions” means, with respect to each Partner, the Capital Contributions made by such Partner (or its predecessors in interest) pursuant to Section 2.03 hereof.

“Adjusted Capital Account Deficit” means, with respect to each Limited Partner, the deficit balance, if any, in such Limited Partner’s Capital Account as of the end of the relevant Allocation Year, after giving effect to the following adjustments:

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(i) Credit to such Capital Account any amounts which the Limited Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5); and

(ii) Debit to such Capital Account the items described in Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) and 1.704-1(b)(2)(ii)(d)(6) of the Regulations.

The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

“Affiliate” means, with respect any Person, (i) any Person directly or indirectly controlling, controlled by or under common control with such Person, (ii) any officer, director or general partner of such Person, or (iii) any Person who is an officer, director, general partner or trustee of any Person described in clauses (i) or (ii) of this sentence. For purposes of this definition, the term “control,” (including with correlative meanings, the terms “controlling,” “controlled by” or “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Agreement” means this Fifth Amended and Restated Agreement of Limited Partnership, as amended, modified or supplemented from time to time. All references in this Agreement to “Section” or “Sections” are to a section or sections of this Agreement unless otherwise specified.

“Allocation Year” means (i) the period commencing on the Closing Date and ending on December 31, 2004, (ii) any subsequent period commencing on January 1 and ending on the following December 31, or (iii) any portion of the period described in clause (i) or (ii) for which the Partnership is required to allocate Profits, Losses and other items of Partnership income, gain, loss or deduction pursuant to Article III hereof.

“Alternative Appraiser” means any of the “Big Four” accounting firms (including appraisal divisions thereof or successors thereto), American Appraisal Associates Inc., Duff & Phelps LLC, Empire Appraisal Company, Hempstead & Co., Stephen C. Gerard (including any firm with which he is associated), Standard Poor’s Corporate Value Consulting, a division of The McGraw-Hill Companies, Inc., or with the consent of all Partners, any firm recommended by any of the foregoing Alternative Appraisers.

“Bankruptcy” means with respect to any Person, a Voluntary Bankruptcy or an Involuntary Bankruptcy. A “Voluntary Bankruptcy” means, with respect to any Person, (a) (i) the inability of such Person generally to pay its debts as such debts become due, (ii) the failure of such Person generally to pay its debts as such debts become due, or (iii) an admission in writing by such Person of its inability to pay its debts generally or a general assignment by such Person for the benefit of creditors, (b) the filing of any petition or answer by such Person seeking to adjudicate it a bankrupt or insolvent, or

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seeking for itself any liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of such Person or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking, consenting to, or acquiescing in the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for such Person or for any substantial part of its property, or (c) corporate action taken by such Person to authorize any of the actions set forth above. An “Involuntary Bankruptcy” means, with respect to any Person, without the consent or acquiescence of such Person, the entering of an order for relief or approving a petition for relief or reorganization or any other petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or other similar relief under any present or future bankruptcy, insolvency or similar statute, law or regulation, or the filing of any such petition against such Person which petition shall not be dismissed within sixty (60) days, or, without the consent or acquiescence of such Person, the entering of an order appointing a trustee, custodian, receiver or liquidator of such Person or of all or any substantial part of the property of such Person which order shall not be dismissed within sixty (60) days. It is the intent of the Partners that these definitions supersede those set forth in Section 17-402(a)(4) of the Act.

“Business Day” means any day except Saturday or Sunday or any other day on which commercial banks are required or authorized by law to close in New York City or on which dealings in deposits are not carried on in the London interbank market.

“Capital Account” means, with respect to any Partner, the Capital Account maintained for such Partner in accordance with the following provisions:

(i) To each Partner’s Capital Account there shall be credited such Partner’s Capital Contributions, such Partner’s distributive share of Profits and any items in the nature of income or gain which are specially allocated pursuant to Sections 3.03 or 3.04 hereof.

(ii) To each Partner’s Capital Account there shall be debited the amount of cash and the Gross Asset Value of any Partnership Property distributed to such Partner pursuant to any provision of this Agreement, such Partner’s distributive share of Losses and any items in the nature of expenses or losses which are specially allocated pursuant to Sections 3.03 or 3.04 hereof.

(iii) In the event all or a portion of an Interest in the Partnership is Transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the Transferred Interest.

The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Regulations Section 1.704-1(b), and they shall be interpreted and applied in a manner consistent with such Regulations. In the event the General Partner shall determine that it is prudent to modify the manner in which the Capital Accounts, or any debt or credits thereto (including, without limitation, debits or credits relating to liabilities which are secured by

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contributed or distributed property or which are assumed by the Partnership or any Partner), are computed in order to comply with such Regulations, the General Partner may make such modification, provided that it is not likely to have a Material Adverse Effect on the amounts distributable to any Partner pursuant to Article XII hereof upon the dissolution of the Partnership. The General Partner also shall (i) make any adjustments that are necessary or appropriate to maintain equality between the Capital Accounts of the Partners and the amount of Partnership capital reflected on the Partnership’s balance sheet, as computed for book purposes, in accordance with Regulations Section 1.704-1(b)(2)(iv)(g), and (ii) make any appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Regulations Section 1.704-1(b), provided that, to the extent that any such adjustment is inconsistent with other provisions of this Agreement and would have a Material Adverse Effect on any Limited Partner, such adjustment shall require the consent of such Limited Partner.

“Capital Contributions” means, with respect to any Partner, the amount of money and the initial Gross Asset Value of any property (other than money) contributed to the Partnership by such Partner (or its predecessors in interest) with respect to the Interest in the Partnership held by such Partner.

“Cash Equivalents” shall mean cash and any of the following: (i) readily marketable direct obligations of the Government of the United States or any agency or instrumentality thereof or obligation unconditionally guaranteed by the full faith and credit of the Government of the United States, or (ii) certificates of deposit of or time or demand deposits with (A) any commercial bank that is a member of the Federal Reserve System, the parent of which issues commercial paper rated at least P-1 (or the then equivalent grade) by Moody’s or A-1 (or the then equivalent grade) by S&P, is organized under the laws of the United States or any State thereof, and the long term unsecured debt of which is rated A2 or better by Moody’s and A or better by S&P or (B) any commercial bank organized under the laws of any OECD member country (as of the effective date of this Agreement) which is not subject to currency controls and the long term unsecured debt of which is rated A2 or better by Moody’s and A or better by S&P; provided, however, that all Partnership Property described in this definition other than cash shall have a maturity of not longer than ninety (90) days.

“Certificate” has the meaning set forth in Section 1.05 hereof.

“Closing Date” means January 1, 2004.

“Closing Date Capital Account” means, with respect to each Partner, the corresponding Capital Account balance stated for such Partner in Section 2.06 hereof.

“Code” means the Internal Revenue Code of 1986, as amended, modified or supplemented from time to time, or any successor legislation.

“CP Rate” has the meaning set forth in the form Demand Note.

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“Debt” of a Person means (i) any indebtedness for borrowed money or deferred purchase price of property or services as evidenced by a note, bond, or other instrument, (ii) obligations to pay money as lessee under capital leases, (iii) to the extent of the fair market value of any asset owned or held by such Person, obligations to pay money secured by any mortgage, pledge, security interest, encumbrance, lien or charge of any kind existing on such asset whether or not such Person has assumed or become liable for the obligations secured thereby, (iv) obligations in respect of accounts payable, other than accounts payable that are incurred in the ordinary course of such Person’s business and are not delinquent or are being contested in good faith by appropriate proceedings, and (v) obligations under direct or indirect guarantees of (including obligations (contingent or otherwise) to assure a creditor, against loss in respect of) indebtedness or obligations of the kinds referred to in clauses (i), (ii), (iii) and (iv) above.

“Demand Loan” means a loan that is made by the Partnership or the Partnership Subsidiary to, and at all times the obligor under which is, Media or any Affiliate of Media and the obligations of Media with respect to which rank at all times at least pari passu with all other senior unsecured Debt of Media, provided that each such Demand Loan (i) is payable on demand, (ii) bears interest at a floating rate (based on (a) 1-month, 2-month, 3-month, 6-month or 12-month LIBOR or (b) a 30-day, 60-day, 90-day or 180-day CP Rate) plus a margin that reflects the rate that would be charged to Media on an arm’s length basis (taking into account general credit conditions as well as Media’s debt ratings at the time the interest rate of such borrowing is set), and the General Partner shall review the appropriateness of the interest rates not less than every six months, (iii) is denominated in U.S. dollars, and (iv) is evidenced by a Demand Note including a Guaranty of Payment by Media in the event that the Demand Loan is made to any Affiliate of Media.

“Demand Note” means any promissory note evidencing a Demand Loan in the form attached hereto as Exhibit A.

“Depreciation” means, for each Allocation Year, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable for federal income tax purposes with respect to an asset for such Allocation Year, except that (i) with respect to any asset whose Gross Asset Value differs from its adjusted tax basis for United States federal income tax purposes and which difference is being eliminated by use of the “remedial method” defined by § 1.704-3(d) of the Regulations, Depreciation for such Allocation Year shall be the amount of book basis recovered for such Allocation Year under the rules prescribed by § 1.704-3(d)(2) of the Regulations; and (ii) with respect to any other asset whose Gross Asset Value differs from its adjusted basis for federal income tax purposes at the beginning of such Allocation Year, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such Allocation Year bears to such beginning adjusted tax basis; provided, however, that if the adjusted basis for federal income tax purposes of an asset at the beginning or such Allocation Year is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the General Partner.

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“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Expenses” means any and all judgments, damages or penalties with respect to, or amounts paid in settlement of, claims (including, but not limited to negligence, strict or absolute liability, liability in tort and liabilities arising out of violation of laws or regulatory requirements of any kind), actions, or suits; and any and all taxes (including, without limitation, taxes on any indemnification payments and including interest, additions to tax and penalties), liabilities, obligations, costs, expenses and disbursements (including, without limitation, reasonable legal fees and expenses).

“Fiscal Quarter” means (i) the period commencing on the Closing Date and ending on March 31, 2004, and (ii) any subsequent three-month period commencing on each of January 1, April 1, July 1 and October 1 and ending on the next of March 31, June 30, September 30 and December 31; provided that the last fiscal quarter shall end on the date on which all Partnership Property is distributed pursuant to Section 12.02 hereof and the Certificate has been canceled pursuant to the Act.

“Fiscal Year” means (i) the period commencing on the Closing Date and ending on December 31, 2004, and (ii) any subsequent period commencing on January 1 and ending on the earlier to occur of (A) the following December 3l, or (B) the date on which all Partnership Property is distributed pursuant to Section 12.02 hereof and the Certificate has been canceled pursuant to the Act.

“Form Confidentiality Agreement” has the meaning set forth in Section 10.03(a) hereof.

“Fourth Amended Partnership Agreement” has the meaning set forth in Section 1.01 hereof.

“GAAP” means United States generally accepted accounting principles, and with respect to the Partnership, as modified by Regulations promulgated under Section 704(b) of the Code and other provisions of this Agreement, as in effect from time to time, consistently applied (except for changes concurred in by the Partnership’s independent public accountants).

“General Partner” means any Person who (i) is referred to as such in the introductory statement of this Agreement or has become a General Partner pursuant to the terms of this Agreement, and (ii) has not ceased to be a General Partner pursuant to the terms of this Agreement.

“Gross Asset Value” means, with respect to any asset, the asset’s adjusted basis for federal income tax purposes, except as follows:

(i) The initial Gross Asset Value of any asset contributed by a Partner to the Partnership shall be the gross fair market value of such asset as determined pursuant to Section 2.03(b) hereof;

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(ii) The Gross Asset Values of all Partnership assets shall be adjusted to equal their respective gross fair market values as determined in accordance with Section 10.08(b)(i) in connection with the following events: (A) the acquisition of an additional interest in the Partnership by any Partner in exchange for more than a de minimis Capital Contribution; (B) the distribution by the Partnership to a Partner of more than a de minimis amount of Partnership Property as consideration for an interest in the Partnership; and (C) the liquidation of the Partnership within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g);

(iii) The Gross Asset Value of any Partnership asset distributed to any Partner shall be the gross fair market value of such asset as determined in accordance with Section 10.08(b)(i) hereof (or, in the case of cash, shall be its face amount) as of the date of such distribution; and

(iv) The Gross Asset Values of Partnership assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments taken into account in determining Capital Accounts pursuant to Regulations Section 1.704-1(b)(2)(iv)(m) and subparagraph (vii) of the definition of Profits and Losses or Section 3.03(c) hereof; provided, however, that Gross Asset Values shall not be adjusted pursuant to this subparagraph (iv) to the extent that an adjustment pursuant to subparagraph (ii) is required in connection with a transaction that would otherwise result in an adjustment pursuant to this subparagraph (iv).

If the Gross Asset Value of an asset has been determined or adjusted pursuant to subparagraph (i), (ii), or (iv), such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of the allocations made pursuant to Article III hereof. For purposes of this definition of Gross Asset Value, a Capital Contribution or distribution shall be considered de minimis if its value is less than $250,000.

“Guaranty of Payment” means any guaranty given by Media in connection with a Media Guaranteed Demand Loan in the form attached thereto as Exhibit A.

“Indemnitee” has the meaning set forth in Section 5.05(e)(i) hereof.

“Indemnitor” has the meaning set forth in Section 5.05(e)(i) hereof.

“Interest” means any interest in the Partnership representing some or all of the Capital Contributions made by a Partner or its predecessor in interest pursuant to Article II hereof (or its predecessor provision), including any and all benefits to which the holder of such an interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement.

“Investing I” has the meaning set forth in the caption to this Agreement.

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“Involuntary Bankruptcy” has the meaning set forth in the definition of Bankruptcy.

“Issuance Items” has the meaning set forth in Section 3.03(d) hereof.

“LIBOR” has the meaning set forth in the form Demand Note.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), preference, priority or other security agreement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement, any financing or similar statement or notice filed under the Uniform Commercial Code (as in effect from time to time in the relevant jurisdiction), or any other similar recording or notice statute, and any lease having substantially the same effect as any of the foregoing).

“Limited Partner” means any Person who (i) is referred to as such in the introductory statement of this Agreement or who has become a substituted Limited Partner pursuant to the terms of this Agreement, and (ii) has not ceased to be a Limited Partner.

“Limited Partner Interest” has the meaning set forth in Section 1.01 hereof.

“Liquidating Event” has the meaning set forth in Section 12.01 hereof.

“Liquidator” has the meaning set forth in Section 12.08 hereof.

“Losses” has the meaning set forth in the definition of Profits and Losses.

“Market Value” means, with respect to any Permitted Security as to any date, (i) if such security is registered under the Exchange Act and listed on a national securities exchange or included on the Nasdaq National Market (“Nasdaq”), the closing sales price on such date (or, in the event such date is not a Business Day, the Business Day immediately preceding such date), and (ii) if such security is not traded on a national securities exchange or listed on Nasdaq or the value otherwise cannot be determined under clause (i), the average of the firm prices bid for such date quoted by Morgan Stanley Dean Witter, Salomon Smith Barney and Credit Suisse First Boston, in each case for the full amount of the specific security for which the Market Value is being determined; provided, however, that the Market Value of any Term Note to Athenian shall be equal to the principal amount of such Note plus accrued but unpaid interest thereon, if any; provided, further, that if there has occurred and is continuing any payment or other material default with respect to any such Note at the time such value is being determined, the Mark-to-Market Value of such Note shall be determined by an investment or commercial bank of national recognition selected by the General Partner with the consent of the Limited Partner (which consent shall not be unreasonably withheld).

“Mark-to-Market Balance Sheet” has the meaning set forth in Section 8.02(d)(i) hereof.

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“Mark-to-Market Value” has the meaning set forth in Section 10.08(b)(i) hereof.

“Material Adverse Effect” with respect to each Media Partner shall mean (i) a material adverse effect on the business, operations, properties, or condition (financial or otherwise) of the Partnership, (ii) a material adverse effect on the ability of the Partnership or each of the Media Partners to perform their respective obligations hereunder and under the agreements referred to herein to which they are a party, or (iii) the invalidity or unenforceability of this Agreement or such other agreements or an assertion by the Partnership, or any such Media Partner, that this Agreement or such other agreement is invalid or unenforceable.

“Media” means Nielsen Media Research, Inc., a Delaware corporation, or any successor in interest by merger or otherwise.

“Media Contribution Agreement” means that certain Contribution Agreement, dated as of July 7, 1999, pursuant to which the software assets described therein were contributed to the Partnership by Media.

“Media Guaranteed Demand Loan” means a Demand Loan made by the Partnership or the Partnership Subsidiary to an Affiliate of Media, in each case guaranteed by Media.

“Media Partners” means the General Partner, Media and any other Affiliate of Media which may from time to time be admitted as a Partner pursuant to the terms of this Agreement.

“Moody’s” means Moody’s Investors Service, Inc. or any successor by merger or consolidation to its business.

“OECD” means the Organization for Economic Cooperation and Development.

“Partners” means the General Partner and the Limited Partner. “Partner” means any one of the Partners.

“Partnership” means the partnership continued pursuant to this Agreement and the partnership continuing the business of this Partnership pursuant to Section 12.01 hereof in the event of dissolution as provided in this Agreement.

“Partnership Property” means all real and personal property, including cash, owned by the Partnership, and any improvements thereto, and shall include both tangible and intangible property.

“Partnership Subsidiary” has the meaning set forth in subparagraph (ii) of the definition of Permitted Assets.

“Partnership Subsidiary Stock” has the meaning set forth in subparagraph (ii) of the definition of Permitted Assets.

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“Percentage Interest” means, with respect to any Partner as of any date, the ratio (expressed as a percentage) of the balance in such Partner’s Capital Account on such date to the aggregate balances in the Capital Accounts of all Partners on such date, such Capital Accounts to be determined after giving effect to all contributions, distributions and allocations for all periods ending on or prior to such date. The Percentage Interest of each Partner as of the Closing Dale is set forth in Section 2.06 hereto.

“Permitted Assets” means:

(i) Software Assets;

(ii) One hundred percent (100%) of the issued and outstanding stock (“Partnership Subsidiary Stock”) of Athenian Leasing Corporation, a Delaware corporation (the “Partnership Subsidiary”);

(iii) Demand Loans;

(iv) Any of the following (the “Permitted Securities”):

(A) Obligations of the United States government for the payment of which its full faith and credit is pledged or obligations of certain agencies of the United States government;

(B) Short-term commercial paper issued by U.S. corporations and rated at least A-1 by S&P or P-1 by Moody’s (or, in either case, the then-equivalent grade); provided that the aggregate Market Value of all commercial paper of any single issuer held by the Partnership directly or indirectly, shall not exceed 10% of the aggregate Market Value of all Permitted Securities (other than cash), owned by the Partnership, directly or indirectly;

(C) Debt of any U.S. Person, other than Media or an Affiliate of Media, rated at least AA- by S&P or Aa3 by Moody’s (or, in either case, the then-equivalent grade); provided that the aggregate Market Value of all such Debt of any single issuer held by the Partnership, directly or indirectly, shall not exceed 10% of the aggregate Market Value of all the Permitted Securities (other than cash) owned by the Partnership directly or indirectly;

(D) Unsubordinated Debt of Media or its Affiliates (guaranteed by Media);

(E) Any long-term obligation of Media or an Affiliate of Media, guaranteed by Media, to the Partnership Subsidiary, with a fixed term of no less than 15 years and a fixed or floating market rate of interest (each a “Term Note to Athenian”), including, without limitation, (1) that certain promissory note, dated June 11, 1998 made by Media to the order of the Partnership Subsidiary in the principal amount of $16,492,390 due

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June 30, 2028; (2) that certain promissory note, dated June 23, 1998 made by Media to the order of the Partnership Subsidiary in the principal amount of $25,300,000 due June 30, 2028; and (3) that certain promissory note, dated July 7, 1999 made by Media to the order of the Partnership Subsidiary in the principal amount of $25,000,000 due June 30, 2029;

(F) Money market mutual funds, provided that such funds invest only in Cash Equivalents or other Permitted Securities described in clauses (A) through (D) above, and/or repurchase agreements backed by securities described in clause (A) above;

(v) Cash or Cash Equivalents; and

(vi) Any other assets approved by all of the Partners.

“Permitted Encumbrances” means, collectively (i) Liens and encumbrances of carriers, warehousemen, mechanics and materialmen incurred in the ordinary course of business for sums not yet due or which are being contested in good faith by appropriate proceedings, and (ii) also refers to the fact that certain of the Software Assets may have been obtained from third parties pursuant to agreements which impose certain limitations on the use, disclosure or transfer thereof. (Copies of the form of such agreements referred to in clause (ii) have been provided to the Media Partnership or are available to Media Partnership at any time on request).

“Permitted Securities” has the meaning set forth in subparagraph (iv) of the definition of Permitted Assets.

“Permitted Transfer” has the meaning set forth in Section 10.02 hereof.

“Permitted Transferee” has the meaning set forth in Section 10.02 hereof.

“Person” means any individual, partnership (whether general or limited and whether domestic or foreign), limited liability company, corporation, trust, estate, association, custodian, nominee or other entity.

“Profits” and “Losses” means, for each Allocation Year, an amount equal to the Partnership’s taxable income or loss for such Allocation Year, determined. in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments:

(i) Any income of the Partnership that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses pursuant to this definition of Profits and Losses shall be added to such taxable income or loss;

(ii) Any expenditures of the Partnership described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures

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pursuant to Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses pursuant to this definition of Profits and Losses shall be subtracted from such taxable income or loss;

(iii) In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to subparagraphs (ii) or (iii) of the definition of Gross Asset Value, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Profits or Losses;

(iv) Gain or loss resulting from any disposition of Partnership Property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Gross Asset Value;

(v) In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such Allocation Year, computed in accordance with the definition of Depreciation;

(vi) To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as a result of a distribution other than in liquidation of a Partner’s Interest, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) from the disposition of such asset and shall be taken into account for purposes of computing Profits or Losses; and

(vii) Notwithstanding anything to the contrary in subparagraphs (i) through (vi) above, any items which are described in Section 3.03 hereof or specially allocated pursuant to Sections 3.03 or 3.04 hereof shall not be taken into account in computing Profits or Losses.

The amounts of the items of Partnership income, gain, loss or deduction available to be specially allocated pursuant to Sections 3.03 and 3.04 hereof shall be determined by applying rules analogous to those set forth in subparagraphs (i) through (vi) above.

“Regulations” means the Income Tax Regulations, including Temporary Regulations, promulgated under the Code, as such regulations are amended, modified or supplemented from time to time.

“Regulatory Allocations” has the meaning set forth in Section 3.04 hereof.

“Release” means that certain Release dated as of December 31, 2003 by the Partnership in favor of Media.

“Responsible Officers” has the meaning set forth in Section 5.04(b) hereof.

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“Retirement Date” has the meaning set forth in Section 10.08(b)(ii) hereof.

“Retirement Notice” has the meaning set forth in Section 10.08(a)(ii) hereof.

“S&P” means Standard & Poor’s Corporation or any successor by merger or consolidation to its business.

“Software Asset” means the software assets leased by Media from the Partnership pursuant to the 2004 Media Lease.

“Software Purchase Agreement” means that certain Software Purchase Agreement dated as of December 31, 2003, pursuant to which the Partnership purchased from Media the software assets described therein.

“Tax Matters Partner” has the meaning set forth in Section 8.03(a) hereof.

“Term Note to Athenian” has the meaning set forth in subparagraph (iv) of the definition of Permitted Assets.

“Transfer” means, with respect to all or any portion of an Interest, as a noun, any voluntary or involuntary transfer, sale, pledge or other disposition and, as a verb, voluntarily or involuntarily to transfer, sell, pledge or otherwise dispose of.

“Voluntary Bankruptcy” has the meaning set forth in the definition of Bankruptcy.

“Wholly Owned Affiliate” of any Person means (i) an Affiliate of such Person 100% of the capital stock (or its equivalent in the case of entities other than corporations) of which is owned beneficially by such Person, directly, or indirectly through one or more Wholly Owned Affiliates, or by any Person who, directly or indirectly, owns beneficially 100% of the capital stock (or its equivalent in the case of entities other than corporations) of such Person, and (ii) an Affiliate of such Person who, directly or indirectly, owns beneficially 100% of the capital stock (or its equivalent in the case of entities other than corporations) of such Person; provided that, for purposes of determining the ownership of the capital stock of any Person, de minimis amounts of stock held by directors, nominees and similar persons pursuant to statutory or regulatory requirements shall not be taken into account.

Section 1.11. Other Terms.

Unless the content shall require otherwise:

(a) Words importing the singular number or plural number shall include the plural number and singular number respectively;

(b) Words importing the masculine gender shall include the feminine and neuter genders and vice versa

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(c) Reference to “include,” “includes,” and “including” shall be deemed to be followed by the phrase “without limitation;”

(d) Reference in this Agreement to “herein,” “hereby” or “hereunder”, or any similar formulation, shall be deemed to refer to this Agreement as a whole, including the Exhibits; and

(e) Reference to “and” and “or” shall be deemed to mean “and/or.”

ARTICLE II

PARTNERS’ CAPITAL CONTRIBUTIONS

Section 2.01. General Partner.

The name and address of the General Partner are as follows:

NMR Investing I, Inc.

801 West Street, 2d floor

Wilmington, Delaware 19801-1545

Attention: Kenneth J. Kubacki

Section 2.02. Limited Partner.

The name and address of the Limited Partner are as follows:

Nielsen Media Research, Inc.

770 Broadway

New York, New York 10003

Attention: James M. O’Hara

Section 2.03. Additional Capital Contributions.

(a) In General. Each Media Partner may contribute from time to time such additional cash or other property, as it may determine; provided that, any Capital Contribution of property made by such Partner pursuant to this Section 2.03 shall consist of Permitted Assets.

(b) Initial Gross Asset Value. The initial Gross Asset Value of any property (other than cash) contributed pursuant to this Section 2.03 shall be determined as follows:

(i) Loans. To the extent permitted by Regulations Section 1.704-1(b)(2)(iv)(b)(2), the initial Gross Asset Value of any loan shall be equal to its par value plus accrued Interest, if any;

(ii) Cash Equivalents. The initial Gross Asset Value of any Cash Equivalent shall be equal to its face value, less unamortized discount and plus unamortized premium, if any;

(iii) Permitted Securities. The initial Gross Asset Value of any Permitted Security shall be equal to its Market Value; and

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(iv) Other Permitted Assets. The initial Gross Asset Value of any other Permitted Asset shall be determined by the General Partner with the consent of the Limited Partner.

Section 2.04. Obligations Under Contribution Agreement.

(a) Any payment required to be made by Media pursuant to any indemnification provision of the Media Contribution Agreement shall be treated for income tax contribution to the Partnership by Media so long as Media or an Affiliate of Media is a Partner in the Partnership at the time of payment; provided, however, that (i) such payments will not be treated as a contribution for purposes of determining the Capital Account, Percentage Interest or Capital Contribution of any Partner, and (ii) to the extent that any payment is required to be made to the Partnership by Media pursuant to any indemnification provision of the Media Contribution Agreement and such payment is either indemnity for the payment by the Partnership of an item that is deductible for income tax purposes or results in an increase in the basis of any Partnership asset that is depreciable, amortizable, or subject to cost recovery, any such deduction or cost recovery allowance shall not be taken into account in determining Profits, Losses or other items of deduction or loss allocable pursuant to Article III hereof, but shall be specially allocated to Media for income tax purposes, and such special allocation shall not affect the Capital Account, Percentage Interest or Capital Contribution of any Partner.

(b) In the event any payment is required to be made by the Partnership to Media to return any payment received by it from Media pursuant to any indemnification provision of the Media Contribution Agreement, such payment shall be treated for income tax purposes as a distribution by the Partnership to Media so long as Media or an Affiliate of Media is a Partner in the Partnership at the time of receipt of payment; provided, however, that (i) such payment will not be treated as a distribution for purposes of determining the Capital Account, Percentage Interest or Capital Contribution of any Partner, and (ii) to the extent that any payment is required to be made by the Partnership to Media to return any payment received by it from Media pursuant to any indemnification provision of the Media Contribution Agreement, and such payment is indemnity for the receipt by the Partnership of an item that constitutes income for income tax purposes, such income shall not be taken into account in determining Profits, Losses or other items of income or gain allocable pursuant to Article III hereof, but shall be specially allocated to Media for income tax purposes, and such special allocation shall not affect the Capital Account, Percentage Interest or Capital Contribution of any Partner.

Section 2.05. Other Matters.

(a) Except as otherwise provided in Section 10.08, Article XII or the Act, no Partner shall demand or receive a return of its Capital Contributions or withdraw from the Partnership without the consent of all Partners. Under circumstances requiring a return of any Capital Contributions, no Partner shall have the right to receive property other than cash except as may be specifically provided in this Agreement.

(b) No Partner shall receive any interest or draw with respect to its Capital Contributions or its Capital Account, except as otherwise provided in this Agreement.

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(c) The Limited Partner shall not be liable for the debts, liabilities, contracts or any other obligations of the Partnership. Except as otherwise provided by mandatory provisions of applicable state law and except with respect to the obligation of the Limited Partner to return to the Partnership a distribution made to the Limited Partner in violation of the Act at a time when the Limited Partner knew the distribution would violate the Act, the Limited Partner shall be liable only to make its Capital Contribution as set forth in this Article II and shall not be required to lend any funds to the Partnership or, after its Capital Contribution has been made, to make any additional Capital Contributions to the Partnership. The General Partner shall not have any personal liability for any repayment of any Capital Contributions of the Limited Partner.

Section 2.06. Capital Accounts and Percentage Interests.

The Capital Accounts and Percentage Interests of each Partner as of the Closing Date are as follows:

Name	Closing Date Capital Account		Percentage Interest
GENERAL PARTNER:
NMR Investing I, Inc.	$	4,016,522.46	1.689	%
LIMITED PARTNER:
Nielsen Media Research, Inc.	$	233,835,482.37	98.311	%
Total	$	237,852,004.83	100.000	%

ARTICLE III

ALLOCATIONS

Section 3.01. Profits.

After giving effect to the special allocations set forth in Sections 3.03 and 3.04 hereof, Profits for any Allocation Year shall be allocated in the following order and priority:

(a) First, 100% to the General Partner, in an amount equal to the remainder, if any, of (i) the cumulative Losses allocated to the General Partner pursuant to Section 3.02(c) hereof for all prior Allocation Years, minus (ii) the cumulative Profits allocated to the General Partner pursuant to this Section 3.01(a) for all prior Allocation Years;

(b) Second, to the Partners in proportion to and to the extent of an amount equal to the remainder, if any, of (i) the cumulative Losses allocated to each Partner pursuant to Section 3.02(b) hereof for all prior Allocation Years, minus (ii) the cumulative Profits allocated to such Partner pursuant to this Section 3.01(b) for all prior Allocation Years; and

(c) Third, the balance, if any, to the Partners in proportion to their Percentage Interests.

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Section 3.02. Losses.

After giving effect to the special allocations set forth in Sections 3.03 and. 3.04 hereof, Losses for any Allocation Year shall be allocated in the following order and priority, subject to the limitations in Section 3.05 hereof:

(a) First, to the Partners in proportion to and to the extent of an amount equal to the remainder, if any, of (i) the cumulative Profits allocated to each Partner pursuant to Section 3.01(c) hereof for all prior Allocation Years, minus (ii) the cumulative Losses allocated to such Partner pursuant to this Section 3.02(a) for all prior Allocation Years;

(b) Second to the Partners in proportion to their Percentage Interests until the Capital Accounts of each Partner is equal to zero; and

(c) Third, the balance, if any, 100% to the General Partner.

Section 3.03. Special Allocations.

The following special allocations shall be made in the following order:

(a) Qualified Income Offset. In the event the Limited Partner unexpectedly receives any adjustments, allocations, or distributions described in Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or 1.704-1(b)(2)(ii)(d)(6) of the Regulations, items of Partnership income and gain shall be specially allocated to the Limited Partner in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of the Limited Partner as quickly as possible, provided that an allocation pursuant to this Section 3.03(a) shall be made only if and to the extent that the Limited Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in this Article III have been tentatively made as if this Section 3.03(a) were not in the Agreement.

(b) Gross Income Allocation. In the event the Limited Partner has a deficit Capital Account at the end of any Allocation Year, the Limited Partner shall be specially allocated items of Partnership income and gain in the amount of such deficit as quickly as possible, provided that an allocation pursuant to this Section 3.03(b) shall be made only if and to the extent that the Limited Partner would have a deficit Capital Account after all other allocations provided for in this Article III have been made as if Section 3.03(a) hereof and this Section 3.03(b) were not in the Agreement.

(c) Section 754 Adjustments. To the extent an adjustment to the adjusted basis of any Partnership asset pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to a Partner in complete liquidation of its Interest, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Partners in accordance with their interests in the Partnership in the event Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Partner to whom such distribution was made in the event Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

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(d) Allocations Relating to Taxable Issuance of Partnership Interests. Any income, gain, loss or deduction realized as a direct or indirect result of the issuance of an Interest by the Partnership to a Partner other than pursuant to Code Section 707(a)(2) (the “Issuance Items”) shall be allocated among the Partners so that, to the extent possible, the net amount of such Issuance Items, together with all other allocations under this Agreement to each Partner, shall be equal to the net amount that would have been allocated to each such Partner if the Issuance Items had not been realized.

Section 3.04. Curative Allocations.

The allocations set forth in Sections 3.03(a), 3.03(b), 3.03(c) and 3.05 hereof (the “Regulatory Allocations”) are intended to comply with certain requirements of the Regulations. It is the intent of the Partners that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Partnership income, gain, loss or deduction pursuant to this Section 3.04. Therefore, notwithstanding any other provision of this Article III (other than the Regulatory Allocations), the General Partner shall make such offsetting special allocations of Partnership income, gain, loss or deduction in whatever manner it determines appropriate so that, such offsetting allocations are made, each Partner’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Partner would have had if the Regulatory Allocations were not part of the Agreement and all Partnership items were allocated pursuant to this Article III without regard to the Regulatory Allocations.

Section 3.05. Loss Limitation.

The Losses allocated pursuant to Section 3.02 hereof and the items of loss or deduction allocated pursuant to Sections 3.03 and 3.04 hereof shall not exceed the maximum amount of Losses and items of loss or deduction that can be so allocated without causing the Limited Partner to have an Adjusted Capital Account Deficit at the end of any Allocation Year. All Losses and items of loss or deduction in excess of the limitation set forth in this Section 3.05 shall be allocated to the General Partner.

Section 3.06. Other Allocation Rules.

(a) Profits, Losses and any other items of income, gain, loss or deduction shall be allocated to the Partners pursuant to this Article III as of the last day of each Fiscal Year; provided that Profits, Losses and such other items shall also be allocated at such times as are required by Section 10.08(b) hereof and at such other times as the Gross Asset Values of Partnership Property are adjusted pursuant to subparagraph (ii) of the definition of Gross Asset Value in Section 1.10 hereof.

(b) In any cases in which it is necessary to determine the Profits, Losses, or any other items allocable to any period, Profits, Losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the General Partner using any permissible method under Code Section 706 and the Regulations thereunder.

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(c) The Partners hereby agree to be bound by the provisions of this Article III in reporting their shares of Partnership income and loss for income tax purposes, except to the extent otherwise required by law.

Section 3.07. Tax Allocations: Code Section 704(c).

In accordance with Code Section 704(c) and the applicable Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such property to the Partnership for federal income tax purposes and its initial Gross Asset Value (computed in accordance with the definition of Gross Asset Value in Section 1.10 hereof).

In the event the Gross Asset Value of any Partnership asset is adjusted pursuant to subparagraph (iv) of the definition of Gross Asset Value in Section 1.10 hereof, subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the applicable Regulations thereunder.

Any elections or other decisions relating to such allocations shall be made by the General Partner in any manner that reasonably reflects the purpose and intention of this Agreement, including the election of an allocation method permitted by the Regulations under Code Section 704(c). Allocations pursuant to this Section 3.07 are solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any Partner’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.

Except as otherwise provided in this Agreement, all items of Partnership income, gain, loss, deduction, and any other allocations not otherwise provided for shall be divided among the Partners in the same proportions as they share Profits or Losses, as the case may be, for the Allocation Year.

ARTICLE IV

DISTRIBUTIONS

Section 4.01. Cash Flow.

Except as otherwise provided in Section 4.02, Section 10.08 and Article XII hereof, distributions to the Partners shall be made at such times and in such amounts as shall be determined by the General Partner.

Section 4.02. Amounts Withheld.

All amounts withheld or required to be withheld pursuant to the Code or any provision of any state, local or foreign tax law with respect to any payment, distribution or allocation to the Partnership or the Partners and treated by the Code (whether or not withheld pursuant to the Code) or any such tax law as amounts payable by or in respect of the Partners or any Person

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owning an interest, directly or indirectly, in such Partner shall be treated as amounts paid or distributed to the Partners with respect to which such amount was withheld pursuant to this Article IV for all purposes under this Agreement.

ARTICLE V

MANAGEMENT

Section 5.01. Authority of the General Partner.

Subject to the limitations and restrictions set forth in this Agreement including without limitation those set forth in this Article V, the General Partner shall direct the business and affairs of the Partnership and in so doing shall manage, control and have all the rights and powers which may be possessed by general partners under the Act.

Section 5.02. Right to Rely on the General Partner.

(a) Any Person dealing with the Partnership may rely (without due of further inquiry) upon a certificate signed by the General Partner as to:

(i) The identity of the General Partner or the Limited Partner;

(ii) The existence or nonexistence of any fact or facts which constitute a condition precedent to acts by the General Partner or which are in any other manner germane to the affairs of the Partnership;

(iii) The Persons who are authorized to execute and deliver any instrument or document of the Partnership; or

(iv) Any act or failure to act by the Partnership or any other matter whatsoever involving the Partnership or any Partner.

(b) The signature of the General Partner shall be sufficient to convey title to any property owned by the Partnership, and all of the Partners agree that a copy of this Agreement may be shown to the appropriate parties in order to confirm the same, and further agree that the signature of the General Partner shall be sufficient to execute any “statement of partnership” or other documents necessary to effectuate this or any other provision of this Agreement. All of the Partners do hereby appoint the General Partner as their attorney-in-fact for the execution of any or all of the documents described in this Section 5.02(b).

Section 5.03. Restrictions on Authority of the General Partner.

Except as otherwise provided in this Agreement, without the consent of all of the Limited Partners, the General Partner shall not have the authority to, and covenants and agrees that it shall not:

(a) Knowingly, do any act in contravention of this Agreement or, when acting on behalf of the Partnership, engage in activities inconsistent with the purposes of the Partnership;

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(b) Do any act which would, to the General Partner’s knowledge, make it impossible to carry on the ordinary business of the Partnership;

(c) Possess Partnership Property, or assign rights in specific Partnership Property, for other than a Partnership purpose;

(d) Perform any act that would, to the General Partner’s knowledge, subject the Limited Partner to liability as a general partner in any jurisdiction;

(e) Cause or permit the Partnership or the Partnership Subsidiary to voluntarily take any action with respect to the Partnership or the Partnership Subsidiary described in clauses (a)(iii), (b) or (c) of the definition of Bankruptcy in Section 1.10 hereof;

(f) Cause or permit the Partnership or the Partnership Subsidiary to incur, assume or obligate itself by contact for any Debt; provided that notwithstanding the foregoing, the Partnership may incur trade credit incurred in the ordinary course of the Partnership’s business (for example, legal and accounting fees and expenses) and which trade credit is not outstanding for more than ninety (90) days;

(g) Cause or permit the Partnership or the Partnership Subsidiary to create, incur, assume or permit to exist any Lien upon any Partnership Property other than Permitted Encumbrances;

(h) Cause or permit the Partnership or the Partnership Subsidiary to acquire, by purchase, lease or contribution any assets other than Permitted Assets or any Permitted Asset that is in default at the time of its acquisition by the Partnership or the Partnership Subsidiary;

(i) Cause or permit the Partnership or the Partnership Subsidiary to make or acquire by contribution any Demand Loan unless (i) the borrowing evidenced by such Demand Loan has been duly authorized by all required corporate action, such action has been duly certified by the secretary or an assistant secretary of the borrower, and such certification has been delivered to the Partnership or the Partnership Subsidiary together with certificates as to incumbency and due authorization of the officers of the borrower authorized to execute and deliver such Demand Loan (which certified action may be one so taken and certification may be one so delivered before that acquisition if the certified action remains in effect at the time of, and is applicable to, that acquisition), (ii) such Demand Loan is legal, valid, binding and enforceable in accordance with its terms against the borrower, (iii) the guaranty by Media with respect to such Demand Loan, if any, (A) has been duly authorized by all required corporate action, such action has been duly certified by the secretary or an assistant secretary of Media, and such certification has been delivered to the Partnership or the Partnership Subsidiary together with certificates as to incumbency and due authorization of the officers of Media authorized to execute and deliver such guaranty (which certified action may be one so taken and certification may be one so delivered before that acquisition if the certified action remains in effect at the time of, and is applicable to, that acquisition), and (B) is legal, valid, binding and enforceable in accordance with its terms against Media and (iv) Media’s obligations thereunder or under any guaranty with respect thereto, as the case may be, rank at least pari passu with all other unsecured senior Debt of Media;

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(j) Cause or permit the Partnership Subsidiary to make a loan evidenced by a Term Note to Athenian unless (i) the borrowing evidenced by such Note has, been duly authorized by all required corporate action, such action has been duly certified by the secretary or an assistant secretary of the borrower, and such certification has been delivered to the Partnership together with certificates as to incumbency and due authorization of the officers of borrower authorized to execute and deliver such Note (which certified action may be one taken and certification may be one so delivered before that loan if the certified action remains in effect at the time of, and is applicable to, that loan); and (ii) such Note is legal, valid, binding and enforceable in accordance with its terms against the borrower;

(k) Cause or permit the admission of any Limited Partner to the Partnership other than pursuant to Article X hereof;

(l) Cause or permit the Partnership or the Partnership Subsidiary to legally merge or consolidate with or into any corporation, limited liability company, business trust or association, real estate investment trust, common law trust, or unincorporated business (including a partnership, whether general or limited);

(m) Cause the Partnership to distribute any asset other than as provided in Article IV, Section 10.08 and Article XII hereof; and

(n) Cause or permit the Partnership or the Partnership Subsidiary to enter into, permit or consent to any amendment or modification of, or supplement to, or terminate or waive compliance with, any provision of, the 2004 Media Lease, any Demand Note evidencing any Demand Loan, any Term Note to Athenian or the Media Contribution Agreement in any respect which could have a material adverse effect on the Interest of the Limited Partner.

Section 5.04. Duties and Obligations of the General Partner.

(a) The General Partner shall cause the Partnership to conduct its business and operations separate and apart from that of any Partner or any of its Affiliates, including, without limitation, (i) segregating Partnership assets and not allowing funds or other assets of the Partnership to be commingled with the funds or other assets of, held by, or registered in the name of, any Partner or any of its Affiliates, (ii) maintaining books and financial records of the Partnership separate from the books and financial records of any Partner and its Affiliates (although the Partnership may be consolidated with Media and its Affiliates for financial reporting statement purposes), and observing all Partnership procedures and formalities, including, without limitation, maintaining minutes of Partnership meetings and acting on behalf of the Partnership only pursuant to due authorization of the Partners, (iii) causing Partnership to pay its liabilities from assets of the Partnership, and (iv) causing the Partnership to conduct its dealings with third parties in its own name and as a separate and independent entity.

(b) Within 30 days after the execution and delivery of this Agreement, the General Partner shall provide to the Partnership a certificate of an officer naming those officers or authorized representatives of the General Partner that will be responsible for the management and operations of the Partnership in accordance with this Article V (such individuals, the “Responsible Officers”), until such time as the General Partner shall provide to the Partnership a

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resolution naming other of its officers or authorized representatives to be Responsible Officers, and the General Partner hereby covenants and agrees that its Responsible Officers shall maintain the separateness of the Partnership’s operations and otherwise comply with all of the terms of this Agreement.

(c) The General Partner shall notify the Partners of the occurrence of any Liquidating Event described in Section 12.01 hereof or any event which with notice or lapse of time or both would constitute a Liquidating Event and the action which the General Partner has taken or proposes to take with respect thereto, promptly, but no later than five (5) Business Days, after any Responsible Officer has actual knowledge of such occurrence.

(d) The General Partner shall take all actions which may be necessary or appropriate (i) for the continuation of the Partnership’s valid existence as a limited partnership and its qualification to do business under the laws of the State of Delaware and of each other jurisdiction in which such existence or qualification is necessary to protect the limited liability of the Limited Partner or to enable the Partnership to conduct the business in which it is engaged or to perform its obligations under any agreement to which it is a party, and (ii) for the accomplishment of the Partnership’s purposes, including the acquisition, management, maintenance, preservation, and operation of Permitted Assets in accordance with the provisions of this Agreement and applicable laws and regulations. Without limitation of the foregoing, the General Partner shall cause the Partnership and the Partnership Subsidiary to maintain all licenses, permits, registrations, authorizations, use agreements, consents, orders or approvals of governmental or quasi-governmental agencies and authorities (whether Federal, state, local, municipal or foreign) necessary to own their respective properties and to conduct their respective activities in accordance with all applicable laws, rules, regulations and orders, except where any failure to do so would not have a Material Adverse Effect.

(e) The General Partner shall devote to the Partnership such time as may be necessary for the proper performance of all duties under this Agreement.

(f) Except as otherwise provided in Section 1.09 hereof, the General Partner shall be under a fiduciary duty to conduct the affairs of the Partnership in the best interests of the Partnership, including, without limitation, the safekeeping and use of all of the Partnership Property and the use thereof for the exclusive benefit of the Partnership and will not conduct the affairs of the Partnership so as to benefit any other business now owned or hereafter acquired by any Partner if such conduct also produces a detriment to the Partnership.

Section 5.05. Indemnification of the Partners.

(a) Unless otherwise provided in Section 5.05(d) hereof and subject to Section 5.05(e) hereof, the Partnership, its receiver or its trustee (in the case of its receiver or trustee, to the extent of Partnership Property) shall indemnify, save harmless, and pay all Expenses of any Partner, any Partner’s partner, any partners, stockholders, officers, directors, employees or agents of any of them relating to any Expenses incurred by reason of any act performed or omitted to be performed by any Partner, or officer, director, employee or agent of any Partner in connection with the business of the Partnership.

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(b) Unless otherwise provided in Section 5.05(d) hereof and subject to Section 5.05(e) hereof, in the event of any action by the Limited Partner against the General Partner or officer or director of the General Partner, including a Partnership derivative suit, the Partnership, its receiver or its trustee (in the case of a receiver or trustee, to extent of Partnership Property) shall indemnify, save harmless, and pay all Expenses of the General Partner, officer or director incurred in the defense of such action; provided that the General Partner, officer or director obtains a favorable final nonappealable judgment, in such action.

(c) All indemnities provided for in this Agreement shall survive the transfer of a Partner’s Interest.

(d) Sections 5.05(a), 5.05(b) and 5.05(c) hereof shall be enforced only to the maximum extent permitted by law and no Partner shall be indemnified from any liability for the fraud, willful misconduct, bad faith, or gross negligence of itself or any of its Affiliates.

(e) Indemnification Procedures.

(i) In the event any claim is made by a third party against the General Partner, the Limited Partner, or any affiliate, officer, director, agent, employee, or successor or assign of any of them (each of them being referred to as an “Indemnitee”), with respect to an actual or potential liability for which any such Person is otherwise entitled to be indemnified under any provisions of Sections 5.05(a), 5.05(b) and 5.05(c) hereof, and any such Person wishes to be indemnified with respect thereto, such Person shall promptly notify the appropriate indemnitor(s) as provided in each such section (the “Indemnitor”); provided that the failure of any such Person to notify any Indemnitor shall not relieve such Indemnitor from any liability which it otherwise may have to Person hereunder.

(ii) Each Indemnitee may by notice to the Indemnitor take control of all aspects of the investigation and defense of all claims asserted against it and may employ counsel of its choice and at the expense of the lndemnitor; provided that (A) the amount of any settlement such Indemnitee may enter into must be consented to by the Indemnitor and no Indemnitee may in connection with any such investigation, defense or settlement, without the consent of the Indemnitor, require the Indemnitor or any of its subsidiaries to take or refrain from taking any action (other than payment of such a settlement amount) or to make any public statement, which such Person reasonably considers to materially adversely affect its interest, and (B) such Indemnitee may not take control of any investigation, defense or settlement which could entail a risk of criminal liability to the Indemnitor or any of its subsidiaries. Upon the request of the Indemnitor, each Indemnitee shall use its best efforts to keep the Indemnitor reasonably apprised of the status of those aspects of such investigation and defense controlled by such Indemnitee and shall provide such information with respect thereto as the Indemnitor may reasonably request. The Indemnitor shall cooperate with the Indemnitee in all reasonable respects with respect thereto.

(iii) Any Indemnitor may, by notice to the Indemnitees, take control of all aspects of the investigation and defense of all claims asserted against it, and may employ

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counsel of its choice and at its expense; provided that (A) no Indemnitor may without the consent of any Indemnitee agree to any settlement that requires such Indemnitee to make any payment that is not indemnified hereunder, or does not grant a general release to such Indemnitee, and in any event such Indemnitor may not in connection with any such investigation, defense or settlement, without the consent of any Indemnitee, take or refrain from taking any action which would reasonably be expected to materially impair the indemnification of such Indemnitee hereunder or would require such Indemnitee to take or refrain from taking any action or to make any public statement, which such Person reasonably considers to materially adversely affect its interests, (B) no Indemnitor may take control of any investigation, defense or settlement, without the consent of any Indemnitee, if the liabilities involved in such proceedings involve any material risk of the sale, forfeiture or loss of, or the creation of any Lien on, any property of such Indemnitee and (C) no Indemnitor may take control of any investigation, defense or settlement which could entail a risk of criminal liability to any Indemnitee. Upon the request of any Indemnitee, the Indemnitor shall use its best efforts to keep such Indemnitee reasonably apprised of the status of those aspects of such investigation and defense controlled by such Indemnitor and shall provide such information with respect thereto as such Indemnitee may reasonably request. The Indemnitees shall cooperate with the Indemnitor in all reasonable respects with respect thereto.

Section 5.06. Compensation and Expenses.

(a) Compensation and Reimbursement. Except as otherwise provided in Section 1.09(c) hereof and this Section 5.06, no Partner or Affiliate of any Partner shall receive any salary, fee, or draw for services rendered to or on behalf of the Partnership or otherwise in its capacity as a Partner, nor shall any Partner or Affiliate of any Partner be reimbursed for any expenses incurred by such Partner or Affiliate on behalf of the Partnership or otherwise in its capacity as a Partner.

(b) Management Fee. For services rendered to or on behalf of the Partnership in satisfaction of its duties and obligations under this Agreement, the General Partner shall continue to be paid $150,000 per annum, quarterly in arrears, pro rata for any partial Fiscal Quarter.

(c) Expenses. The General Partner may charge the Partnership, and shall be reimbursed, for any reasonable out-of-pocket expenses incurred in connection with the Partnership’s business.

(d) Partnership Subsidiary. The General Partner is authorized to cause or permit the Partnership Subsidiary to pay Affiliates of the General Partner reasonable fees for services rendered to or on behalf of the Partnership Subsidiary.

ARTICLE VI

ROLE OF LIMITED PARTNER

Section 6.01. Rights or Powers.

The Limited Partner shall not have any right or power to take part in the management or control of the Partnership or its business and affairs or to act for or bind the Partnership in any

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way. Notwithstanding the foregoing, the Limited Partner shall have all the rights and powers specifically set forth in this Agreement. A Limited Partner, any Affiliate thereof or an employee, stockholder, agent, director or officer of a Limited Partner or any Affiliate thereof, may also be an employee or agent of the Partnership or a stockholder, director or officer of the General Partner. The existence of these relationships and acting in such capacities will not result in a Limited Partner being deemed to be participating in the control of the business of the Partnership or otherwise affect the limited liability of any Limited Partner.

Section 6.02. Voting Rights.

The Limited Partner shall have the right to vote only on those matters specifically reserved for its vote (or a vote of the Partners) which are set forth in this Agreement and as required by the Act.

Section 6.03. Procedure for Consent.

In any circumstances requiring the approval or consent of the Limited Partner specified in this Agreement, such approval or consent may, except as expressly provided to the contrary in this Agreement, be given or withheld in the sole and absolute discretion of the Limited Partner. If the General Partner receives the necessary approval or consent of the Limited Partner to such action, the General Partner shall be authorized and empowered to implement such action without further authorization by the Limited Partner.

ARTICLE VII

REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 7.01. In General.

As of the Closing Date, each of the Partners hereby makes each of the representations and warranties applicable to such Partner as set forth in Section 7.02 hereof.

Section 7.02. Representations and Warranties.

(a) Due Formation or Incorporation; Authorization of Agreement. Each Partner hereby represents and warrants that such Partner is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the corporate power and authority to own its property and carry on its business as owned and carried on at the Closing Date. Each Partner hereby represents and warrants that such Partner is duly licensed or qualified to do business and is in good standing in each of the jurisdictions in which the failure to be so licensed or qualified would have a Material Adverse Effect. Each Partner hereby represents and warrants that such Partner has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. Each Partner hereby represents and warrants that the execution, delivery and performance by such Partner of this Agreement has been duly authorized by all necessary corporate action. Each Partner hereby represents and warrants that this Agreement constitutes the legal, valid and binding obligation of such Partner and is enforceable against such Partner in accordance with its terms.

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(b) No Conflict with Restrictions; No Default. Each Partner hereby represents and warrants that neither the execution and delivery by such Partner of this Agreement nor such Partner’s performance and compliance with the terms and provisions hereof (i) will conflict with, violate or result in a breach of any of the terms, covenants, conditions or provisions of any law or governmental regulation in effect on the date hereof applicable to, or any order, writ, injunction, decree, determination or award of any court, governmental department, board, agency or instrumentality, domestic or foreign, or arbitrator directed to or binding on such Partner which conflict, violation or breach would have a Material Adverse Effect, (ii) will conflict with, violate, result in a breach of or constitute a default under any agreement or instrument to which such Partner is a party or by which such Partner is or may be bound or to which any of its properties or assets is subject which conflict, violation, breach or default would have a Material Adverse Effect, or any of the terms or provisions of the organizational documents or by-laws of such Partner, (iii) will conflict with, violate, result in a breach of, constitute a default under (whether with notice or lapse of time or both), accelerate or permit the acceleration of the performance required by, or require any consent, authorization or approval under any of the terms or provisions of any material indenture, mortgage, lease, agreement or instrument to which such Partner is a party or by which such Partner or such Partner’s property or assets is or may be bound, or (iv) will result in the creation or imposition of any material lien upon any of the properties or assets of such Partner.

(c) Governmental Authorizations. Each Partner hereby represents and warrants that no material registration, declaration or filing with, or consent, approval, license, permit or other authorization or order by, any governmental or regulatory authority, domestic or foreign, is required in connection with the valid execution, delivery and performance by such Partner of this Agreement.

(d) Litigation. Each Partner hereby represents and warrants that (i) there are no actions, suits, proceedings or investigations pending or, to the knowledge of such Partner, threatened against or affecting such Partner or any of its respective properties, assets, rights or businesses, in any court or before or by any governmental department, board, agency or instrumentality, domestic or foreign, or any arbitrator which would (or, in the case of an investigation, could lead to any action, suit or proceeding, which would) reasonably be expected to impair such Partner’s ability to perform its obligations under this Agreement or to have a Material Adverse Effect or bring into question the validity of this Agreement or the transactions contemplated hereby; and (ii) such Partner has not received any currently effective notice of any default, and such Partner is not in default, under any applicable order, writ, injunction, decree, permit, determination or award of any court, any governmental department, board, agency or instrumentality, domestic or foreign, or any arbitrator which would reasonably be expected to impair its ability to perform its obligations under this Agreement or to have a Material Adverse Effect.

(e) Investment Company Act; Public Utility Holding Company Act. Each Partner hereby represents and warrants that (i) neither such Partner nor, as a result of the Partner’s ownership of its Interest, is the Partnership an “investment company,” within the meaning of the Investment Company Act of 1940, as amended and (ii) such Partner is not a “holding company,” an “affiliate of a holding company,” or a “subsidiary of a holding company” as defined in, or subject to regulation under, the Public Utility Holding Company Act of 1935, as amended.

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ARTICLE VIII

ACCOUNTING; BOOKS AND RECORDS

Section 8.01. Accounting; Books and Records.

(a) Maintenance of Books and Records. The Partnership shall maintain at its principal place of business or, upon notice to the Partners, at such other place as the General Partner shall determine, separate books of account for the Partnership which shall include a record of all costs and expenses incurred, all charges made, all credits made and received, and all income derived in connection with the conduct of the Partnership and the operation of its business in accordance with this Agreement.

(b) Accounting Methods.

(i) The Partnership shall use the accrual method of accounting in preparation of its annual reports and for tax purposes and shall keep its books and records accordingly.

(ii) All amounts payable under any agreement between the Partnership on the one hand and the Partners or their Affiliates on the other hand shall be treated as occurring between the Partnership and a Person who is not a Partner within the meaning of Section 707(a)(1) of the Code and such amounts payable by the Partnership to any Partner or its Affiliates shall be considered an expense or capital cost, as the case may be, of the Partnership for income tax and financial reporting purposes, and shall not be considered a distribution to such Partner including, without limitation, in maintaining such Partner’s Capital Account, and any such amounts payable by any Partner or its Affiliates to the Partnership shall not be considered a contribution to the Partnership, including, without limitation, in maintaining such Partner’s Capital Account.

(c) Access to Books, Records, etc. Subject to Section 8.04 hereof, any Partner or any agents or representatives of such Partner, at the Partner’s own expense and upon reasonable notice and with reasonable frequency, may examine any information it may reasonably request and make copies of and abstracts from the financial and operating records and books of account of the Partnership, and discuss the affairs, finances and accounts of the Partnership with the General Partner and its Responsible Officers, directors, officers and independent accountants of the Partnership, all at such reasonable times and as often as such Partner or any agents or representatives of such Partner may reasonably request. The rights granted to a Partner pursuant to this Section 8.01 are expressly subject to compliance by such Partner with the confidentiality procedures and guidelines of the Partnership, as such procedures and guidelines may be established from time to time.

Section 8.02. Reports.

(a) In General. The General Partner shall be responsible for the preparation of financial reports of the Partnership and the coordination of financial matters of the Partnership with the Partnership’s accountants.

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(b) Annual Reports. Within 120 days after the end of each Fiscal Year, the General Partner shall cause to be prepared and each Partner to be furnished with the following:

(i) a balance sheet as of the last day of such Fiscal Year and an income statement and statement of cash flows for the Partnership for such Fiscal Year and notes associated with each; and

(ii) a statement of the Partners’ Capital Accounts and changes therein for such Fiscal Year.

(c) Quarterly Reports. Within sixty (60) days after the close of each of the first three Fiscal Quarters of each Fiscal Year beginning with the Fiscal Quarter ending March 31, 2004, the General Partner shall cause to be prepared and each Partner shall be furnished with a balance sheet as of the last day of such Fiscal Quarter and an income statement and a statement of cash flows for the Partnership for such Fiscal Quarter and notes or other additional explanations associated with each.

(d) Retirement/Liquidation Date Reports. On the date on which any distribution is made pursuant to Section 10.08(b) hereof in retirement of all or any portion of the Limited Partner’s Interest and on the date on which final distributions are made to the Partners pursuant to Section 12.02 hereof, the General Partner shall cause to be prepared and each Partner furnished with each of the following statements:

(i) A balance sheet as of the date of such distribution setting forth the aggregate Mark-to-Market Values for each of the following as individual line items: the Software Assets leased pursuant to the 2004 Media Lease, all Demand Loans held by the Partnership and the Partnership Subsidiary, the Term Notes to Athenian and all other Permitted Securities held by the Partnership and the Partnership Subsidiary, all Cash Equivalents and any other Permitted Assets held by the Partnership or the Partnership Subsidiary (a “Mark-to-Market Balance Sheet”); and

(ii) A statement of the Partners’ Capital Accounts as adjusted immediately prior to such distribution (x) in the case of a distribution pursuant to Section 10.08(b) hereof, pursuant to Sections 3.06 and 10.08(b) hereof, and (y) in the case of a distribution pursuant to Section 12.02 hereof, pursuant to Sections 3.06 and 12.02 hereof.

Section 8.03. Tax Matters.

(a) (i) The General Partner is authorized to make any and all elections for federal, state, and local tax purposes including, without limitation, any election, if permitted by applicable law: (A) to adjust the basis of Partnership Property pursuant to Code Sections 754, 734(b) and 743(b), or comparable provisions of state or local law, in connection with Transfers of Partnership Interests and Partnership distributions; (B) to extend the statute of limitations for assessment of tax deficiencies against the Partners with respect to adjustments to the Partnership’s federal, state, or local tax returns; and (C) to the extent provided in Code Sections 6221 through 6231, to represent the Partnership and the Partners before taxing authorities or courts of competent jurisdiction in tax matters affecting the Partnership or the Partners in their capacities as Partners, and to file any tax returns and execute any agreements or

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other documents relating to or affecting such tax matters, including agreements or other documents that bind the Partners with respect to such tax matters or otherwise affect the rights of the Partnership and the Partners. The General Partner is specifically authorized to act as the “Tax Matters Partner” under the Code and in any similar capacity under state or local law.

(ii) The General Partner shall give prompt notice to each Partner upon the receipt of (A) written notice that the Internal Revenue Service or any state or local taxing authority intends to examine the Partnership’s income tax returns for any year; (B) written notice of commencement of an administrative proceeding at the Partnership level related to the Partnership under Section 6223 of the Code; (C) written notice or any final partnership administrative adjustment relating to the Partnership pursuant to a proceeding under Section 6223 of the Code; (D) any request from the Internal Revenue Service or any comparable state or local agency for waiver of any applicable statute of limitation with respect to the filing of any tax return by the Partnership; and (E) any Form 5701 or comparable state or local audit adjustment notices as soon as received, with copies of such notices provided to each Partner. In addition, each Partner will be notified of and allowed to attend any opening and closing conferences regarding any administrative proceeding at the Partnership level relating to the Partnership under Section 6223 of the Code, and the General Partner will provide copies to each Partner of any correspondence with the Internal Revenue Service or comparable state or local agency regarding legal positions taken on audit issues by the General Partner. Within ninety (90) days after receipt of notice of a final partnership administrative adjustment, the General Partner shall notify each Partner if it does not intend to file for judicial review with respect to such adjustment.

(b) Necessary tax information shall be delivered to each Partner as soon as practicable after the end of each Fiscal Year of the Partnership but not later than ninety (90) days after the end of each Fiscal Year. The General Partner shall file tax returns for the Partnership prepared in accordance with the Code and the Regulations. Each Partner agrees that it will report all Partnership taxable income, gain, loss, deduction and credit for each Fiscal Year in the manner reflected on the Partnership’s U.S. Partnership Return of Income (Form 1065) and related Schedule K-1 furnished to such Partner for such year.

Section 8.04. Proprietary Information.

The Limited Partner shall not have access to (i) information which the General Partner reasonably believes to be in the nature of trade secrets or proprietary information, (ii) information the disclosure of which the General Partner in good faith believes is not in the best interest of the Partnership or could damage the Partnership or its business, (iii) any information subject to the attorney-client privilege and (iv) any information which is required by law or contract to be kept confidential; provided, however, nothing set forth in this Section 8.04 shall prevent any appraiser doing an appraisal performed in accordance with this Agreement from having access to proprietary information described in this Section 8.04 to the extent necessary to properly perform such appraisal and the General Partner shall provide such information to any such appraiser; provided, further, that such appraiser signs a confidentiality agreement reasonably acceptable to the General Partner.

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ARTICLE IX

AMENDMENTS; MEETINGS

Section 9.01. Amendments.

Amendments to this Agreement may be proposed by the General Partner or by the Limited Partner. Following such proposal, the General Partner shall submit to the Partners a verbatim statement of any proposed amendment if counsel for the Partnership shall have approved of the same in writing as to form, and the General Partner shall include in any such submission a recommendation as to the proposed amendment. The General Partner shall seek the written vote of the Partners on the proposed amendment or shall call a meeting to vote thereon and to transact any other business that it may deem appropriate. A proposed amendment shall be adopted and be effective as an amendment to this Agreement only if it receives the affirmative vote of the General Partner and the Limited Partner.

Section 9.02. Meetings of the Partners.

(a) Meetings of the Partners may be called by the General Partner and shall be called upon the written request of any other Partner. The call shall state the nature of the business to be transacted. Notice of any such meeting shall be given to all Partners not less than seven (7) Business Days nor more than thirty (30) days prior to the date of such meeting. Partners may vote in person, by proxy or by telephone at such meeting. Whenever the vote or consent of Partners is permitted or required under the Agreement, such vote or consent may be given at a meeting of Partners or may be given in accordance with the procedure prescribed in Section 9.03 hereof.

(b) For the purpose of determining the Partners entitled to vote on, or to vote at, any meeting of the Partners or any adjournment thereof, the General Partner or the Partner requesting such meeting may fix, in advance, a date as the record date for any such determination. Such date shall not be more than thirty (30) days nor less than ten (10) days before any such meeting.

(c) Each Partner may authorize any Person or Persons to act for it by proxy on all matters in which the Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Partner or its attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the option of the Partner executing it.

(d) Each meeting of Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate.

Section 9.03. Consent.

In the event the consent of the Partners is required for any action to be taken by the Partnership, such consent may be given at a meeting, which may be conducted by conference telephone call, or provided in writing executed by all the Partners.

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ARTICLE X

TRANSFERS OF INTERESTS

Section 10.01. Restriction on Transfers.

Except as otherwise permitted by this Agreement, no Partner shall Transfer all or any portion of its Interest. Each Partner hereby acknowledges the reasonableness of the restrictions on Transfer imposed by this Agreement in view of the Partnership purposes and the relationship of the Partners. Accordingly, the restrictions on Transfer contained herein shall be specifically enforceable.

Section 10.02. Permitted Transfers.

Subject to the conditions and restrictions set forth in Section 10.03 hereof, a Partner may at any time Transfer all or any portion of its Interest to (i) any other Partner, (ii) any Wholly Owned Affiliate of a Partner including the transferor, or (iii) any Person approved by all the Partners.

Any Transfer permitted by this Section 10.02 shall be referred to in this Agreement as a “Permitted Transfer,” and the Person to which the Interest is transferred shall be a “Permitted Transferee.”

Section 10.03. Conditions to Permitted Transfers.

A Transfer shall not be treated as a Permitted Transfer under Section 10.02 hereof unless and until the following conditions are satisfied:

(a) The transferor and transferee shall execute and deliver to the Partnership (i) such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Partnership to effect such Transfer and to confirm the agreement of the transferee to be bound by the provisions of this Article X, and (ii) except in the case of a Transfer to a Partner or a Wholly Owned Affiliate of a Partner, in the case of the transferee, a confidentiality agreement substantially in the form of the confidentiality agreement attached hereto as Exhibit B (the “Form Confidentiality Agreement”). In addition, unless the requirements of this sentence have been waived by the General Partner, the Partnership shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer.

(b) The Transfer will not cause the Partnership to terminate for federal income purposes, and the transferor shall provide the Partnership an opinion of counsel to such effect. Such counsel and opinion shall be reasonably satisfactory to the General Partner, and the General Partner and the other Partners shall provide to such counsel any information available to the General Partner or to such other Partners, as the case may be, and relevant to such opinion.

(c) The transferor and transferee shall furnish the Partnership with the transferee’s taxpayer identification number, sufficient information to determine the transferee’s initial tax basis in the Interests Transferred, and any other information reasonably necessary to permit the Partnership to file all required federal and state tax returns and other legally required information

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statements or returns. Without limiting the generality of the foregoing, the Partnership shall not be required to make any distribution otherwise provided for in this Agreement with respect to any Transferred Interests until it has received such information.

(d) Such Transfer will be exempt from all applicable registration requirements and will not violate any applicable laws regulating the Transfer of securities, and, except in the case of a Transfer of Interests to another Partner or to a Wholly Owned Affiliate of any Partner, including the transferor, the transferor shall provide an opinion of counsel to such effect. Such counsel and opinion shall be reasonably satisfactory to the General Partner.

(e) Such Transfer will not cause the Partnership to be deemed to be an “investment company” under the Investment Company Act of 1940, as amended, and the transferor shall provide an opinion of counsel to such effect. Such counsel and opinion shall be reasonably satisfactory to the General Partner, and the General Partner and the other Partners shall provide to such counsel any information available to the General Partner or to such other Partners, as the case may be, and relevant to such opinion.

Section 10.04. Prohibited Transfers.

Any purported Transfer of Interests that is not a Permitted Transfer shall be null and void and of no effect whatever; provided that, if the Partnership is required to recognize a Transfer that is not a Permitted Transfer (or if the General Partner, in its sole discretion, elects to recognize a Transfer that is not a Permitted Transfer), the Interest Transferred shall be strictly limited to the transferor’s rights to allocations and distributions as provided by this Agreement with respect to the Transferred Interests, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the Partnership) to satisfy any debts, obligations, or liabilities for damages that the transferor or transferee or such Interests may have to the Partnership.

In the case of a Transfer or attempted Transfer of Interests that is not a Permitted Transfer, the parties engaging or attempting to engage in such Transfer shall be liable to indemnify and hold harmless the Partnership and the other Partners from all cost, liability, and damage that any of such indemnified Persons may incur (including, without limitation, incremental tax liability and lawyers’ fees and expenses) as a result of such Transfer or attempted Transfer and efforts to enforce the indemnity granted hereby.

Section 10.05. Rights of Unadmitted Assignees.

(a) In General. A Person who acquires one or more Interests but who is not admitted as a substituted Partner pursuant to Section 10.06 hereof shall be entitled only to allocations and distributions with respect to such Interests in accordance with this Agreement, but shall have no right to any information or accounting of the affairs of the Partnership, shall not be entitled to inspect the books or records of the Partnership, and shall not have any of the rights of a General Partner or a Limited Partner under the Act or this Agreement.

(b) General Partner. A transferee who acquires a Partnership Interest from a General Partner under this Agreement by means of a Transfer that is permitted under this Article X, but who is not admitted as a General Partner, shall have no authority to act for or bind

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the Partnership, to inspect the Partnership’s books, or otherwise to be treated as a General Partner. Following such a Transfer, the transferor shall not cease to be a General Partner of the Partnership and shall continue to be a General Partner until such time as the transferee is admitted as a General Partner.

Section 10.06. Admission as Substituted Partners.

Subject to the other provisions of this Article X, a transferee of Interests may be admitted to the Partnership as a substituted Partner only upon satisfaction of the conditions set forth below in this Section 10.06:

(a) The Interests with respect to which the transferee is being admitted were acquired by means of a Permitted Transfer;

(b) The transferee becomes a party to this Agreement as a Partner and executes such documents and instruments as the General Partner may reasonably request (including, without limitation, amendments to the Certificate) as may be necessary or appropriate to confirm such transferee as a Partner in the Partnership and such transferee’s agreement to be bound by the terms and conditions of this Agreement;

(c) The transferee pays or reimburses the Partnership for all reasonable legal, filing, and publication costs that the Partnership incurs in connection with the admission of the transferee as a Partner with respect to the Transferred Interests;

(d) If the transferee is a partnership or a corporation, the transferee provides the Partnership with evidence satisfactory to counsel for the Partnership that such transferee has made each of the representations and undertaken each of the warranties described in Section 7.02 hereof as of the date of the Transfer; and

(e) In the event that the transferee of a Partnership Interest from any Partner is admitted under this Agreement, such transferee shall be deemed admitted to the Partnership as a substituted Partner immediately prior to the Transfer, and with respect to the transferee of a General Partner, such transferee shall continue the business of the Partnership without dissolution.

Section 10.07. Distributions with Respect to Transferred Interests.

If any Partnership Interest is sold, assigned, or Transferred in compliance with the provisions of this Article X, all distributions on or before the date of such Transfer shall be made to the transferor, and all distributions thereafter shall be made to the transferee. Solely for purposes of making such distributions, the Partnership shall recognize such Transfer not later than the end of the calendar month during which it is given notice of such Transfer; provided, however, that if the Partnership is given notice of a Transfer at least fourteen (14) days prior to the Transfer, the Partnership shall recognize such Transfer as of the date of such Transfer; and provided further, that if the Partnership does not receive a notice stating the date such Interest was Transferred and such other information as the General Partner may reasonably require within thirty (30) days after the end of the accounting period during which the Transfer occurs, all distributions shall be made to the Person who, according to the books and records of the

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Partnership, on the last day of the accounting period during which the Transfer occurs, was the owner of the Interest. Neither the Partnership nor the General Partner shall incur any liability for making distributions in accordance with the provisions of this Section 10.07, whether or not the General Partner or the Partnership has knowledge of any Transfer of ownership of any Interest.

Section 10.08 Partial Retirement of Limited Partner’s Interest in the Partnership; Determination of Mark-to-Market Values and Gross Asset Values.

(a) In General.

(i) The General Partner may, at any time, elect to cause a portion, but not all of the Limited Partner’s Interest in the Partnership to be retired in accordance with this Section 10.08 by giving written notice of its election to the Partnership and to the Limited Partner; provided that no Liquidating Event (or event which, with notice or lapse of time, or both, would constitute a Liquidating Event) shall have occurred and be continuing, immediately before or after giving effect to such retirement.

(ii) Any notice given pursuant to this Section 10.08(a) (a “Retirement Notice”) shall include the following:

(A) A statement of the amount to be distributed in partial retirement of the Limited Partner’s Interest; and

(B) The Retirement Date (as defined in and selected in accordance with Section 10.08(b)(ii) hereof) on which retirement distributions shall be made to the Limited Partner.

(b) Distributions Upon Retirement. In the event that a portion of the Limited Partner’s Interest in the Partnership is to be retired pursuant to this Section 10.08, (x) the value of the Partnership’s assets shall be determined in accordance with Section 10.08(b)(i) hereof and the Gross Asset Values of all Partnership assets shall be adjusted pursuant to subparagraph (ii) of the definition of Gross Asset Value in Section 1.10 hereof as of the applicable Retirement Date, and (y) Profits, Losses and other items of Partnership income, gain, loss or deduction for the period beginning on the first day of the Allocation Year during which the Retirement Date occurs and ending on the Retirement Date shall be allocated pursuant to Article III hereof. On the applicable Retirement Date, the Partnership shall distribute to the Limited Partner an amount of cash equal to the amount stated in the applicable Retirement Notice.

(i) For purposes of determining the amount of any adjustment to the Gross Asset Values of Partnership assets pursuant to subparagraph (ii) of the definition of Gross Asset Value in Section 1.10 hereof, the value of each of the Permitted Assets will be determined in accordance with this Section 10.08(b)(i) (the “Mark-to-Market Value”).

(A) The Mark-to-Market Value of any Demand Loan shall be equal to the par value of such Loan plus accrued interest, if any; provided that if there has occurred and is continuing any payment or other material default with respect to any such Loan at the time such value is being determined, the Mark-to-Market Value of such Loan shall be determined by an investment or commercial bank of national recognition selected by the General Partner with the consent of the Limited Partner (which consent shall not be reasonably withheld).

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(B) The Mark-to-Market Value of the Software Assets shall be determined by appraisal by Standard & Poor’s Corporate Value Consulting, a division of The McGraw-Hill Companies, Inc., or, if Standard & Poor’s Corporate Value Consulting is unavailable or unwilling to do such appraisal, an Alternative Appraiser, in each case using substantially the same valuation methodology as was used in determining the initial Gross Asset Value of the Software Assets.

(C) The Mark-to-Market Value of any Cash or Cash Equivalents shall be valued at their face value less unamortized discounts and plus unamortized premium, if any.

(D) The Mark-to-Market Value of any Permitted Security shall be equal to its Market Value; provided, that the Market Value of any Term Note to Athenian shall be equal to the principal value of such note plus accrued and unpaid interest, if any; and provided further, that if there has occurred and is continuing any payment or other material default with respect to any such Note at the time such value is being determined, the Mark-to-Market Value of such Note shall be determined by an investment or commercial bank of national recognition selected by the General Partner with the consent of the Limited Partner (which consent shall not be unreasonably withheld).

(E) The Mark-to-Market Value of the Partnership Subsidiary Stock shall be equal to the aggregate Mark-to-Market Values of all Permitted Assets held by the Partnership Subsidiary, adjusted to take into account liabilities of the Partnership Subsidiary, including liabilities for unpaid taxes and taxes accrued through the relevant valuation date but not yet due and payable.

(ii) In the event that the General Partner has elected to retire a portion of the Limited Partner’s Interest pursuant to Section 10.08(a) hereof, distributions shall be made to the Limited Partner, and such portion of the Limited Partner’s Interest shall be retired, at 11:00 a.m., Eastern Time, on the date (the “Retirement Date”) specified in the Retirement Notice, which date shall not be less than five (5) Business Days or more than fifteen (15) Business Days after the date on which the Retirement Notice was given pursuant to Section 10.08(a) hereof.

ARTICLE XI

GENERAL PARTNER

Section 11.01. Covenant Not to Withdraw, Transfer, or Dissolve.

Except as otherwise permitted by this Agreement, the General Partner hereby covenants and agrees not to (i) take any action to file a certificate of dissolution or its equivalent with respect to itself, (ii) withdraw or attempt to withdraw from the Partnership, (iii) exercise any power under the Act to dissolve the Partnership, (iv) Transfer all or any portion of its Interest in the Partnership as a General Partner, or (v) petition for judicial dissolution of the Partnership.

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Further, the General Partner hereby covenants and agrees to continue to carry out the duties of the General Partner under this Agreement until the Partnership is dissolved and liquidated pursuant to Article XII hereof.

Section 11.02. Termination of Status as General Partner.

(a) The General Partner shall cease to be a General Partner upon the first to occur of (i) the Bankruptcy of such Partner, (ii) the Transfer of the General Partner’s entire Interest as a General Partner, provided that the transferee is admitted as a substituted General Partner pursuant to Section 10.06 hereof, (iii) the involuntary Transfer by operation of law of the General Partner’s Interest in the Partnership, or (iv) the vote of all of the Partners to approve a request by the General Partner to withdraw. In the event the General Partner ceases to be a General Partner without having Transferred its entire Interest as a General Partner, such Person shall be treated as an unadmitted transferee of a Partnership Interest as a result of a Transfer (other than a Permitted Transfer) of an Interest pursuant to Section 10.04 hereof.

If the General Partner ceases to be a Partner for any reason under this Agreement, such Person shall continue to be liable as a Partner for all debts and obligations of the Partnership existing at the time such Person ceases to be a General Partner, regardless of whether, at such time, such debts or liabilities were known or unknown, actual or contingent; provided, however, that the assets of such Person shall be subject to the protection of Section 17-403(d) of the Act. A Person shall not be liable as a General Partner for Partnership debts and obligations arising after such Person ceases to be a General Partner. Any debts, obligations, or liabilities in damages to the Partnership of any Person who ceases to be a General Partner shall be collectible by any legal means and the Partnership is authorized, in addition to any other remedies at law or in equity, to apply any amounts otherwise distributable or payable by the Partnership to such Person to satisfy such debts, obligations, or liabilities.

(b) If at the time a Person ceases to be a General Partner, such Person is also a Limited Partner with respect to Interests other than its Interest as a General Partner, such cessation shall not affect such Person’s rights and obligations with respect to such Limited Partner Interests.

Section 11.03. Election of New General Partners.

Provided the Partnership has one General Partner, any Partner may nominate one or more Persons described in Section 10.02 hereof for election as additional General Partner provided that any such Person satisfies the requirements in Sections 10.03 and 10.06 hereof applicable to the transferee in a Permitted Transfer and the admission of a transferee as a substituted General Partner. The election of an additional General Partner shall require an affirmative vote of all of the Partners.

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ARTICLE XII

DISSOLUTION AND WINDING UP

Section 12.01. Liquidating Events.

The Partnership shall dissolve and commence winding up and liquidating upon the first to occur of any of the following (each a “Liquidating Events”):

(a) The unanimous vote of the Partners to dissolve, wind up and liquidate the Partnership;

(b) The happening of any other event that makes it unlawfu1, impossible, or impractical to carry on the business of the Partnership or the Delaware Court of Chancery has entered a decree pursuant to Section 17-802 of the Act, and such decree has become final; or

(c) The withdrawal or removal of the General Partner, the assignment by the General Partner of its entire Interest in the Partnership or any other event that causes the General Partner to cease to be a general partner under the Act; provided that any such event shall not constitute a Liquidating Event if the Partnership is continued pursuant to this Section 12.01.

The Partners hereby agree that, notwithstanding any provision of the Act or the Delaware Uniform Partnership Act, the Partnership shall not dissolve prior to the occurrence of a Liquidating Event. Upon the occurrence of any event set forth in Section 12.01(c) hereof (so long as no other Liquidating Event has occurred), the Partnership shall not be dissolved or required to be wound up if at the time of such event there is at least one remaining General Partner and that General Partner carries on the business of the Partnership (any such remaining General Partner being hereby authorized to carry on the business of the Partnership). If at such time there is not at least one remaining General Partner or the remaining General Partner does not carry on the business of the Partnership, the Partnership shall be liquidated in accordance with this Article XII.

Section 12.02. Winding Up.

Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners, and no Partner shall take any action with respect to the Partnership that is inconsistent with the winding up of the Partnership’s business and affairs; provided that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Partners until such time as the Partnership Property has been distributed pursuant to this Section 12.02 and the Certificate has been canceled pursuant to the Act. The Liquidator shall be responsible for overseeing the winding up and dissolution of the Partnership. The Liquidator shall take full account of the Partnership’s liabilities and Partnership Property and, except as otherwise provided in Section 12.03 hereof, shall, within sixty (60) days of the occurrence of a Liquidating Event cause the Partnership Property or the proceeds from the sale or disposition thereof (as determined pursuant to Section 12.09 hereof), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law and notwithstanding anything in this Agreement to the contrary, in the following order:

(a) First, to creditors other than the Media Partners and their Affiliates, in satisfaction of all of the Partnership’s debts and liabilities (including claims and obligations as required by Section 17-804(b) of the Act) other than liabilities for which reasonable provision for payment has been made and liabilities for distributions to Partners under Section 17-601 or 17-604 of the Act;

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(b) Second, to the payment and discharge of all of the Partnership’s debts and liabilities to the Media Partners and their Affiliates to the extent adequate provision therefor has not been made; and

(c) The balance, if any, to the Partners in accordance with their positive Capital Accounts, after giving effect to all contributions, distributions, and allocations for all periods.

In the event that any payment or distribution made under this Section l2.02 is made in-kind, the amount of the payment or distribution will be equal to the Mark-to-Market Value of the Partnership Property paid or distributed at the time of such payment or distribution.

The General Partner shall not receive any additional compensation for any services performed pursuant to this Article XII.

The Media Partners understand and agree that by accepting the provisions of this Section 12.02 setting forth the priority of the distribution of the assets of the Partnership to be made upon its liquidation, the Media Partners expressly waive any right which they, as creditors of the Partnership, might otherwise have under the Act to receive distributions of assets pari passu with the other creditors of the Partnership in connection with a distribution of assets of the Partnership in satisfaction of any liability of the Partnership, and hereby subordinate to said creditors any such right.

Section 12.03. Restoration of Deficit Capital Accounts; Compliance With Timing Requirements of Regulations.

In the event the Partnership is “liquidated” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), (x) distributions shall be made pursuant to this Article XII to the Partners who have positive Capital Accounts in compliance with Regulations Section l.704-1(b)(2)(ii)(b)(2), and (y) if the General Partner’s Capital Account has a deficit balance (after giving effect to all contributions, distributions, and allocations for all taxable years, including the taxable year during which such liquidation occurs), the General Partner shall contribute to the capital of the Partnership the amount necessary to restore such deficit balance to zero in compliance with Regulations Section l.704-1(b)(2)(ii)(b)(3). If the Limited Partner has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the taxable year during which such liquidation occurs), the Limited Partner shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever. In the discretion of the Liquidator, a portion (determined in the manner provided below) of the distributions that may otherwise be made to the Partners pursuant to this Article XII may be:

(a) Distributed to a trust established for the benefit of the Partners solely for the purposes of liquidating Partnership Property, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or of the General

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Partner arising out of or in connection with the Partnership. The assets of any such trust shall be distributed to the Partners from time to time, in the reasonable discretion of the Liquidator, in the same proportions (as determined below) as the amount distributed to such trust by the Partnership would otherwise have been distributed to the Partners pursuant to Section 12.02 hereof; or

(b) Withheld to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to allow for the collection of the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld amounts shall be distributed to the Partners as soon as practicable.

The portion of the distributions that would otherwise have been made to each of the Partners that is instead distributed to a trust pursuant to Section 12.03(a) hereof or withheld to provide a reserve pursuant to Section 12.03(b) hereof shall be determined in the same manner as the expense or deduction would have been allocated if the Partnership had realized an expense equal to such amounts immediately prior to distributions being made pursuant to Section 12.02 hereof.

Section 12.04. Deemed Contribution and Distribution.

In the event the Partnership is liquidated within the meaning of Regulations Section l.704-l(b)(2)(ii)(g) but no Liquidating Event has occurred, the Partnership Property shall not be liquidated, the Partnership’s liabilities shall not be paid or discharged, and the Partnership’s affairs shall not be wound up. Instead, solely for federal income tax proposes, the Partnership shall be deemed to have contributed all Partnership Property and liabilities to a new limited partnership in exchange for an interest in such new limited partnership and immediately thereafter, the Partnership will be deemed to liquidate by distributing interests in the new limited partnership to the Partners.

Section 12.05. Rights of Partners.

Each Partner shall look solely to the Partnership Property for the return of its Capital Contribution and, except as otherwise provided in Section 12.09 hereof, shall have no right or power to demand or receive property other than cash from the Partnership.

Section 12.06. Notice of Dissolution.

In the event a Liquidating Event occurs or an event occurs that would, but for provisions of Section 12.01 hereof, result in a dissolution of the Partnership, the General Partner shall, within thirty (30) days thereafter, provide written notice thereof to each of the Partners and to all other parties with whom the Partnership regularly conducts business (as determined in the discretion of the General Partner) and shall publish notice thereof in a newspaper of general circulation in each place in which the Partnership regularly conducts business (as determined in the discretion of the General Partner).

Section 12.07. Character of Liquidating Distributions.

All payments made in liquidation of the Interest of a retiring Partner (whether pursuant to Article X or Article XII hereof) shall be made in exchange for the interest of such Partner in Partnership Property pursuant to Section 736(b)(l) of the Code, including the interest of such Partner in Partnership goodwill.

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Section 12.08. The Liquidator.

The “Liquidator” shall mean the General Partner, provided that, if at the time a Liquidating Event has occurred there is no remaining General Partner, the Liquidator shall be appointed by the Limited Partner.

Section 12.09. Form of Liquidating Distributions.

For purposes of making distributions required by Section 12.02 hereof, the Liquidator may determine whether to distribute all or any portion of the Partnership Property in-kind or to sell all or any portion of the Partnership Property and distribute the proceeds therefrom.

ARTICLE XIII

POWER OF ATTORNEY

Section 13.01. General Partner as Attorney-In-Fact.

Each Partner hereby makes, constitutes, and appoints the General Partner, each successor General Partner, and the Liquidator, severally, with full power of substitution and resubstitution, its true and lawful attorney-in-fact for it and in its name, place, and stead and for its use and benefit, to sign, execute, certify, acknowledge, swear to, file, publish and record (i) all certificates of limited partnership, amended name or similar certificates, and other certificates and instruments (including counterparts of this Agreement) which the General Partner or Liquidator may deem necessary to be filed by the Partnership under the laws of the State of Delaware or any other state or jurisdiction in which the Partnership is doing or intends to do business, (ii) any and all amendments, restatements or changes to this Agreement and the instruments described in clause (i), as now or hereafter amended, which the General Partner may deem necessary to effect a change or modification of the Partnership approved by the Partners in accordance with the terms of this Agreement, including, without limitation, amendments, restatements or changes to reflect (A) the exercise by the General Partner of any power granted to it under this Agreement, (B) any amendments adopted by the Partners in accordance with the terms of this Agreement; (C) the admission of any substituted Partner, and (D) the disposition by any Partner of its Interest in the Partnership, (iii) all certificates of cancellation and other instruments which the General Partner or Liquidator deem necessary or appropriate to effect the dissolution and termination of the Partnership pursuant to the terms of this Agreement, and (iv) any other instrument which is now or may hereafter be required by law to be filed on behalf of the Partnership or is deemed necessary by the General Partner or Liquidator to carry out fully the provisions of this Agreement in accordance with its terms. Each Partner authorizes each such attorney-in-fact to take any further action which such attorney-in-fact shall consider necessary in connection with any of the foregoing, hereby giving each such attorney-in-fact full power and authority to do and perform each and every act or thing whatsoever requisite to be done in connection with the foregoing as fully as such Partner might or could do personally, and hereby ratifying and confirming all that any such attorney-in-fact shall lawfully do or cause to be done by virtue thereof or hereof.

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Section 13.02. Nature of Special Power.

The power of attorney granted pursuant to this Article XIII:

(a) Is a special power of attorney coupled with an interest and is irrevocable;

(b) May be exercised by any such attorney-in-fact by listing the Partners executing any agreement, certificate, instrument, or other document with the single signature of any such attorney-in-fact acting as attorney-in-fact for such Partners; and

(c) Shall survive and not be affected by the subsequent Bankruptcy, insolvency, dissolution, or cessation of existence of a Partner and shall survive the delivery of an assignment by a Partner of the whole or a portion of its Interest in the Partnership (except that where the assignment is of such Partner’s entire Interest in the Partnership and the assignee is admitted as a substituted Partner, the power of attorney shall survive the delivery of such assignment for the sole purpose of enabling any such attorney-in-fact to effect such substitution) and shall extend to such Partner’s or assignee’s successors and assigns.

ARTICLE XIV

MISCELLANEOUS

Section 14.01. Notices.

Any notice, payment, demand, or communication required or permitted to be given by any provision of this Agreement shall be in writing or by facsimile and shall be deemed to have been delivered, given, and received for all purposes (i) if delivered personally to the Person or to an officer of the Person to whom the same is directed, or (ii) when the same is actually received, if sent either by registered or certified mail, postage and charges prepaid, or by facsimile, if such facsimile is followed by a written copy of the facsimile communication sent by registered or certified mail, postage and charges prepaid, addressed as follows, or to such other address as such Person may from time to time specify by notice to the Partners:

If to the Partnership:

NMR Licensing Associates, L.P.

c/o NMR Investing I, Inc.,

General Partner

801 West Street, 2nd floor

Wilmington, Delaware 19801-1545

Attention: Kenneth J. Kubacki

Facsimile: (302) 428-1410

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If to the General Partner:

NMR Investing I, Inc.

801 West Street, 2nd floor

Wilmington, Delaware 19801-4545

Attention: Kenneth J. Kubacki

Facsimile: (302) 428-4410

with a copy to:

Nielsen Media Research, Inc.

770 Broadway

New York, New York 10003

Attention: James M. O’Hara

Facsimile: (646) 654-8491

If to Media:

Nielsen Media Research, Inc.

770 Broadway

New York, New York 10003

Attention: James M. O’Hara

Facsimile: (646) 654-8491

with a copy to:

Nielsen Media Research, Inc.

770 Broadway

New York, New York 10003

Attention: James A. Ross

Facsimile: (646) 654-5016

Any such notice shall be deemed to be delivered, given, and received for all purposes as of the date so delivered, if delivered personally, or otherwise as of the date on which the same was received. Any Person may from time to time specify a different address by notice to the Partnership and the Partners.

Section 14.02. Binding Effect.

Except as otherwise provided in this Agreement, every covenant, term and provision of this Agreement shall be binding upon and inure to the benefit of the Partners and their respective successors, transferees and assigns.

Section 14.03. Construction.

Every covenant, term, and provision of this Agreement shall be construed simply according to its fair meaning and not strictly for or against any Partner.

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Section 14.04. Headings.

Section and other headings contained in this Agreement are for reference purposes only and are not intended to describe, interpret, define, or limit the scope, extent, or intent of this Agreement or any provision of this Agreement.

Section 14.05. Severability.

Except as otherwise provided in the succeeding sentence, every provision of this Agreement is intended to be severable, and, if any term or provision of this Agreement is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity or legality of the remainder of this Agreement. The preceding sentence of this Section 14.05 shall be of no force or effect if the consequence of enforcing the remainder of this Agreement without such illegal or invalid term or provision would be to cause any Partner to lose the benefit of its economic bargain.

Section 14.06. Variation of Pronouns.

All pronouns and any variations thereof shall be deemed to refer to masculine, feminine, or neuter, singular or plural, as the identity of the Person or Persons may require.

Section 14.07. Governing Law.

The laws of the State of Delaware shall govern the validity of this Agreement, the construction of its terms, and the interpretation of the rights and duties of the Partners.

Section 14.08. Waiver of Action for Partition.

Each of the Partners irrevocably waives any right that it may have to maintain any action for partition with respect to any of the Partnership Property.

Section 14.09. Waiver of Jury Trial.

EACH OF THE PARTNERS IRREVOCABLY WAIVES TO THE EXTENT PERMITTED BY LAW ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Section 14.10. Consent to Jurisdiction.

Each Partner (i) irrevocably submits to the jurisdiction of any New York State or Delaware State court or Federal court sitting in New York County or Wilmington, Delaware in any action arising out of this Agreement, (ii) agrees that all claims in such action may be decided in such court, (iii) waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum, and (iv) consents to the service of process by mail. A final judgment in any such action shall be conclusive and may be enforced in other jurisdictions. Nothing herein shall affect the right of any party to serve legal process in any manner permitted by law or affect its right to bring any action in any other court.

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Section 14.11. Counterpart Execution.

This Agreement may be executed in any number of counterparts with the same effect as if all of the Partners had signed the same document. All counterparts shall be construed together and shall constitute one agreement.

Section 14.12. Sole and Absolute Discretion.

Except as otherwise provided in this Agreement, all actions which the General Partner may take and all determinations which the General Partner may make pursuant to this Agreement may be taken and made at the sole and absolute discretion of the General Partner.

Section 14.13. Specific Performance.

Each Partner agrees with the other Partners that the other Partners would be irreparably damaged if any of the provisions of this Agreement are not performed in accordance with their specific terms and that monetary damages would not provide an adequate remedy in such event. Accordingly, it is agreed that, in addition to any other remedy to which the nonbreaching Partners may be entitled, at law or in equity, the nonbreaching Partners shall be entitled to injunctive relief to prevent breaches of the provisions of this Agreement and specifically to enforce the terms and provisions of this Agreement in any action instituted in any court of the United States or any state thereof having subject matter jurisdiction thereof.

IN WITNESS WHEREOF, the parties have entered into this Agreement as of the day first above set forth.

[signatures follow on separate pages]

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GENERAL PARTNER: NMR INVESTING I, INC.
By	/s/ Frederick A. Steinmann, EVP
Name:	Frederick A. Steinmann
Title:	Executive Vice President

THIS IS A SIGNATURE PAGE TO THE FIFTH AMENDED AND RESTATED AGREEMENT OF

LIMITED PARTNERSHIP OF NMR LICENSING ASSOCIATES, L.P.,

AND IS EXECUTED BY THE PARTY NAMED ABOVE

IN ITS CAPACITY AS GENERAL PARTNER

S-1

LIMITED PARTNER: NIELSEN MEDIA RESEARCH, INC.
By	/s/ James M. O’Hara
Name:	James M. O’Hara
Title:	Vice President and Chief Financial Officer

THIS IS A SIGNATURE PAGE TO THE FIFTH AMENDED AND RESTATED AGREEMENT OF

LIMITED PARTNERSHIP OF NMR LICENSING ASSOCIATES, L.P.,

AND IS EXECUTED BY THE PARTY NAMED ABOVE

IN ITS CAPACITY AS GENERAL PARTNER

S-2

EXHIBIT A

TO

FIFTH AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP OF

NMR LICENSING ASSOCIATES, LP.

[FORM DEMAND PROMISSORY NOTE]

Date:                             

FOR VALUE RECEIVED, [NAME OF MEDIA AFFILIATE, a                      organized under the laws of [applicable jurisdiction] and a subsidiary of] [NIELSEN MEDIA RESEARCH, INC., a corporation organized under the laws of the State of Delaware] ([“Media” or]* the “Maker”), HEREBY PROMISES TO PAY to the order of [NMR LICENSING ASSOCIATES, L.P., a Delaware limited partnership] [ATHENIAN LEASING CORPORATION, a Delaware corporation] (the “Payee”), ON DEMAND, in lawful money of the United States of America in immediately available funds, to such account as Payee may designate from time to time, the aggregate unpaid principal amount of all Advances made by the Payee to the Maker hereunder as set forth opposite the date last appearing on the attached Schedule A, or on a continuation of such schedule attached to and made a part hereof. Notwithstanding any provision to the contrary herein, all Advances made hereunder shall become immediately due and payable, together with accrued interest thereon, without necessity for demand, upon the Bankruptcy of the Maker [or the Guarantor. All Advances made hereunder are guaranteed pursuant to the terms of a Guaranty, dated on the date hereof, and substantially in the form of Exhibit A hereto, of the Maker’s obligation by Media].*

SECTION I

DEFINITIONS

As used in this Note, the following capitalized terms shall have the respective meanings specified for such terms:

“Advance” shall mean a CP Advance or a LIBOR Advance.

“Bankruptcy” shall mean, with respect to any Person, a Voluntary Bankruptcy or an Involuntary Bankruptcy. “Voluntary Bankruptcy” shall mean, with respect to any Person, the inability of such Person generally to pay its debts as such debts become due, the failure of such Person generally to pay its debts as such debts become due, or an admission in writing by it of its inability to pay its debts generally or a general

* Insert bracketed language if Nielsen Media Research, Inc. Affiliate is the “Maker”

assignment by it for the benefit of creditors; the filing of any petition or answer by it seeking to adjudicate it bankrupt or insolvent, or seeking for itself any liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of such Person or its debts under any law relating to bankruptcy, insolvency or reorganization, or relief of debtors, or seeking, consenting to, or acquiescing in the entry of an order of relief or the appointment of a receiver, trustee, custodian or other similar official for such Person or for any substantial part of its property; or corporate action taken by such Person to authorize any of the actions set forth above. “Involuntary Bankruptcy” shall mean, with respect to any Person, without the consent or acquiescence of such Person, the entering of an order for relief or approving a petition for relief or reorganization or any other petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or other similar relief under any present or future bankruptcy, insolvency or similar statute, law or regulation, or the filing of any such petition against such Person which petition shall not be dismissed within 90 days, or, without the consent or acquiescence of such Person, the entering of an order appointing a trustee, custodian, receiver or liquidator of such Person or of all or any substantial part of its property, which order shall not be dismissed within 90 days. It is the intent of the Maker and the Payee that these definitions supersede those set forth in Section 17-402(d)(4) of the Delaware Revised Uniform Limited Partnership Act, as set forth in Del. Code Ann. tit. 6, Sections 17-101 to 17-1111, as amended, modified or supplemented from time to time (or any corresponding provisions of succeeding law).

“Business Day” shall mean a day of the year on which banks are not required or authorized to close in New York City, New York and dealings are carried on in the London interbank market.

“Calculation Date” shall mean, for any Interest Period, the day that is two Business Days prior to the first day of such Interest Period.

“Composite 3:30 P.M. Quotations for U.S. Government Securities” shall mean the daily statistical release designated as such, or any successor publication, published by the Federal Reserve Bank of New York.

“Convert”, “Conversion” and “Converted” each refers to (i) a conversion of a CP Advance into a LIBOR Advance, (ii) a conversion of a LIBOR Advance into a CP Advance or (iii) the selection of an Interest Period, other than the initial Interest Period, for an Advance pursuant to Section 2.05.

“CF Advance” shall mean any Advance bearing interest at a rate determined by reference to the CP Rate.

“CP Rate” shall mean, for any Interest Period for a CP Advance, the Money Market yield of the rate set forth in H.15(519) for a period of time equal to such Interest Period under the caption “Commercial Paper” on the Calculation Date; provided, however, that if the foregoing rate is unavailable on H.15(519), then “CP Rate” shall mean, for any Interest Period for a CP Advance, the Money Market yield of the rate set forth in Composite 3:30 P.M. Quotations for U.S. Government Securities for a period of time equal to such Interest Period under the caption “Commercial Paper” on the Calculation Date.

A-2

“H.15(519)” shall mean the weekly statistical release designated as such, or any successor publication, published by the Board of Governors of the Federal Reserve System.

“Interest Period” shall mean for each Advance, the period commencing on the date of such Advance, and ending on the last day of the period selected by the Maker pursuant to the provisions below and, thereafter, each subsequent period commencing on the last day of the immediately preceding Interest Period for such Advance and ending on the last day of the period selected by the Maker pursuant to the provisions below. The duration of each Interest Period shall be (i) in the case of a CP Advance, one, two, three or six months as the Maker may, upon notice received by the Payee on the Business Day prior to the first day of such Interest Period, select; and (ii) in the case of a LIBOR Advance, one, two, three or six months as the Maker may, upon notice received by the Payee at least three Business Days prior to the first day of such Interest Period, select; provided, however, that (x) whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day and such extension of time shall in such case be included in the computation of payment of interest hereunder, provided that if such extension would cause the last day of an Interest Period for a LIBOR Advance to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day and such reduction of time shall in such case be included in the computation of interest hereunder; and (y) any Interest Period for a LIBOR Advance that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month.

“LIBOR” shall mean, for any Interest Period for a LIBOR Advance, the rate per annum which appears on Page 3750 of the Telerate Service (or any successor or substitute page of such Service, or any successor to or substitute for such Service, providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 A.M., London time, two business days before the first day of such Interest Period in an amount substantially equal to the principal amount of such Advance for a period of time equal to such Interest Period; provided however, if the foregoing rate is unavailable on the Telerate Service, then “LIBOR” shall mean, for any Interest Period for a LIBOR Advance, the rate per annum (rounded upward, if necessary, to the next higher 1/16 of 1%) for deposits in U.S. dollars quoted by the London branch of The Chase Manhattan Bank to leading banks in the London interbank market at 11:00 A.M. (London time) two Business Days before the first day of such Interest Period in an amount substantially equal to the principal amount of such Advance for a period of time equal to such Interest Period.

“LIBOR Advance” shall mean any Advance bearing interest at a rate determined by reference to LIBOR.

A-3

“Payee” shall mean the initial Payee named herein, its successors and permitted assigns, and each subsequent holder or permitted assignee hereof.

“Person” shall mean any individual, corporation, partnership, trust or other entity.

SECTION II

PAYMENT OF PRINCIPAL, INTEREST, ETC.; CONVERSION

2.01 Repayment of Advances. Advances hereunder shall be payable ON DEMAND upon at least two Business Days’ notice to the Maker, together with interest accrued thereon to the date of such payment.

2.02 Interest. Interest compounded quarterly shall accrue on the unpaid principal amount of each Advance for each day during the Interest Period applicable thereto at a rate per annum equal to (i) in the case of any CP Advance, the sum of the CP Rate applicable to such Interest Period plus [SPECIFY THE MARGIN IN WORDS] percent (    %), such interest to be payable on the last day of such Interest Period, and (ii) in the case of any LIBOR Advance, to the sum of LIBOR applicable to such Interest Period plus [SPECIFY THE MARGIN IN WORDS] percent (    %), such interest to be payable on the last day of such Interest Period; provided, however, that any overdue principal of or interest on any Advance shall (to the fullest extent permitted by law) bear interest, payable on demand, for each day from and including the date payment thereof was due to but excluding the date of actual payment, at a rate per annum equal at all times to two percent (2%) above the rate otherwise applicable as set forth herein. All computations of interest hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day, but excluding the last day) occurring in the period for which such interest is payable.

2.03 Prepayments. Advances may be prepaid in whole or in part at any time (together with accrued interest to the date of such prepayment), without penalty or premium, upon at least two Business Days’ notice thereof to the Payee. Prepayments shall be applied first to pay all accrued and unpaid interest, then to the outstanding principal balance.

2.04 Costs. The Maker hereby agrees to pay, in addition to the foregoing principal and interest, all reasonable expenses incurred by the Payee incidental to or in any way relating to the Payee’s enforcement of the obligations of the Maker hereunder, including but not limited to, reasonable attorneys’ fees incurred by the Payee.

2.05 Conversion of Advances. The Maker may on any Business Day, upon notice to the Payee [not later than 12:00 noon] (i) on the Business Day prior to the date of the proposed Conversion, in the case of a Conversion to a CP Advance and (ii) on the third Business Day prior to the date of the proposed Conversion, in the case of a Conversion to a LIBOR Advance, Convert a CP Advance or LIBOR Advance, as the case may be, into a LIBOR Advance or CP Advance, as the case may be; provided, however, that any such Conversion shall occur on the last day of an Interest Period. Each notice of Conversion shall specify (x) the date of such Conversion, (y) the Advance to be Converted and (z) the duration of the Interest Period for such Advance, if the Maker shall fail to notify the Payee in accordance with the provisions of this Section 2.05 or shall fail to select the duration of any Interest Period for any proposed

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Conversion in accordance with the provisions contained in the definition of Interest Period in Section 1, such Advance shall automatically, on the last day of the then existing Interest Period therefor, Convert into a CP Advance with an Interest Period of one month.

2.06 Usury. It is the intention of Maker and Payee to conform strictly to the usury laws in force in the State of New York and the United States of America. It is therefore agreed that (i) the aggregate of all interest and other charges constituting interest under applicable law and contracted for, chargeable or receivable under this Note or otherwise in connection with this loan transaction shall never exceed the maximum amount of interest, or produce a rate in excess of the maximum rate of interest that Payee may charge Maker under applicable law and in regard to which Maker may not successfully assert the claim or defense of usury, and (ii) if any excess interest is provided for, it shall be deemed a mistake and the same shall either be refunded to Maker or credited on the unpaid principal amount hereof, and this Note shall be automatically deemed reformed so as to permit only the collection of the maximum non-usurious rate and amount of interest allowed by applicable law.

SECTION III

MISCELLANEOUS

3.01 Recordation and Endorsement, Etc. All Advances and all repayments or prepayments of the principal thereof shall be recorded and endorsed by the Payee on the attached Schedule A. The Maker hereby authorizes the Payee to accept telephonic instructions from a duly authorized representative of the Maker to make an Advance or receive a repayment hereunder and to endorse Schedule A, and any continuation of such schedule as and when required, accordingly. All Advances made hereunder shall be credited to the Maker’s deposit account maintained at The Chase Manhattan Bank N.A., which credits shall be confirmed to the Maker by standard advice of credit. The Maker agrees that the actual crediting of the sum of money so borrowed to the Maker’s deposit account shall constitute conclusive evidence that such Advance was made, and the failure of the Payee to endorse the amount of any Advance on Schedule A or to forward to the Maker an advice of credit shall not affect the obligation of the Maker to repay such Advance.

3.02 Binding Effect. This Note shall be binding upon and inure to the benefit of the Maker and the Payee and their respective successors and assigns, except that the Maker shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Payee.

3.03 Waivers. THE MAKER HEREBY FOREVER WAIVES PRESENTMENT, DEMAND, PROTEST, NOTICE OF PROTEST AND NOTICE OF NONPAYMENT OR DISHONOR OF THIS NOTE. THE MAKER HEREBY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM INSTITUTED WITH RESPECT TO THIS NOTE.

3.04 Governing Law. This Note shall be governed by, and construed in accordance with, the laws of the State of New York, United States.

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IN WITNESS WHEREOF, the Maker has caused this Note to be executed by its officer thereunto duly authorized as of the date first above written.

[MAKER]

By

Name:

Title:

A-6

SCHEDULE A

TO

DEMAND PROMISSORY NOTE

DATE OF
CONVERSION/
ADVANCE AMOUNT
OF
ADVANCE TYPE OF
ADVANCE INTEREST
PERIOD OF
ADVANCE PRINCIPAL
PAID OR
PREPAID AGGREGATE
UNPAID
PRINCIPAL
AMOUNT NOTATION
MADE BY

A-7

EXHIBIT A

TO

DEMAND PROMISSORY NOTE

FORM OF GUARANTY OF PAYMENT*

The undersigned, NIELSEN MEDIA RESEARCH, INC. (“Media”), a Delaware corporation, does hereby irrevocably and unconditionally guarantee to the Payee the full and prompt payment when due of all principal amounts outstanding under the foregoing Demand Promissory Note (the “Note”; capitalized terms used herein and not otherwise defined herein shall have the meanings as defined in the Note), together with all accrued and unpaid interest thereon and all renewals, extensions, and modifications, in whole or in part, of such Note. The undersigned acknowledges and agrees that the foregoing obligation is a guarantee of payment, and not collection, and that the Payee shall have no duty or obligation to proceed or exhaust any remedy against the Maker or any other party having liability on the Note, or to give any notice whatsoever to the undersigned or any other such party, prior to collecting amounts due from the undersigned hereunder, except that the Payee shall have demanded payment from the Maker in accordance with the terms and condition of the Note.

Media guarantees that the obligations of the Maker will be paid strictly in accordance with the terms of the Note regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any holder of the Note with respect thereto. Without limiting the generality of the foregoing, Media’s liability shall extend to all amounts which constitute part of the obligations of the Maker and would be owed by it under the Note but for the fact that they are unenforceable or not allowable due to the existence of a Bankruptcy involving the Maker. The obligations of Media under this Guaranty are independent of the obligations of the Maker, and a separate action or actions may be brought and prosecuted against Media to enforce this Guaranty, irrespective of whether any action is brought against the Maker or whether the Maker is joined in any such action or actions. The liability of Media under this Guaranty shall be absolute and unconditional irrespective of:

(a) any lack of validity or enforceability of any of the obligations of the Maker;

(b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the obligations of the Maker, or any other amendment or waiver of or any consent to departure from the Note, including, without limitation, any increase in or modification of the obligations of the Maker;

(c) any change, restructuring or termination of the corporate structure, existence or ownership of the Maker;

(d) any act or omission of the holder of the Note; or

^* To be executed by Media only if its Affiliate is “Maker.”

A-8

(e) any other circumstance (including, without limitation, any statute of limitations or usury law) that might otherwise constitute a defense available to, or a discharge of the Maker or of a guarantor, except for punctual and full performance, including without limitation, the indefeasible cash payment in full, of all the obligations under the Note.

This paragraph shall continue to be effective or be reinstated, as the case may be, if at any time any payment of the obligations of the Maker made by the Maker within one year of the date of a petition of the Maker in federal bankruptcy proceedings or any longer statute of limitations as may be applicable under insolvency or state bankruptcy or reorganization laws is rescinded or must otherwise be returned upon the Bankruptcy of the Maker, or otherwise, all as though such payment had not been made.

Media hereby waives promptness, diligence, notice of acceptance and any other notice with respect to any of the obligations of the Maker under the Note (other than for the requirement that the holder of the Note make demand for payment in accordance with the terms and conditions of the Note) and any requirements that the holder exhaust any right or take any action against the Maker or any other Person.

Media hereby irrevocably waives any and all rights it may have against the Maker, whether by law or by contract and whether now existing or hereafter created, in respect of subrogation arising from the payment of any sums under this Guaranty until such time as all amounts payable under the Note have been indefeasibly paid in full.

This Guaranty shall be governed by, and construed in accordance with, the Laws of the State of New York (without giving effect to the principles of conflict of laws in such jurisdiction).

This Guaranty of Payment is made by the undersigned in favor of the Payee this              day of             , 20    .

NIELSEN MEDIA RESEARCH, INC.

By

Name:

Title:

A-9

EXHIBIT B

TO

FIFTH AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP OF

NMR LICENSING ASSOCIATES, L.P.

[FORM CONFIDENTIALITY AGREEMENT]

NMR INVESTING I, INC.

[Street address]

[City, state, zip]

Attention:                     

NMR Licensing Associates, L.P. - Confidentiality Agreement

Dear Sir:

This Confidentiality Agreement is being executed and delivered by the undersigned pursuant to Section 10.03(a) of the Fifth Amended and Restated Agreement of Limited Partnership of NMR Licensing Associates, L.P. (the “Partnership Agreement”). In connection with the undersigned’s investment in NMR Licensing Associates, L.P. (the “Partnership”), the undersigned may be receiving certain information which is non-public, confidential or proprietary in nature. That information and any other non-public, confidential or proprietary information concerning the Partnership or Nielsen Media Research, Inc. (“NMRI”) or NMRI’s subsidiaries (the Partnership, NMRI and such subsidiaries being collectively referred to as the “Companies”) furnished by or on behalf of the Companies to the undersigned in connection with the undersigned’s investment in the Partnership (at any time on, before or after the date of this letter), together with that portion of the analyses, compilations, studies or other documents prepared by the undersigned or by any of its agents, affiliates, representatives (including attorneys, accountants and financial advisors) or employees which contain or otherwise reflect such information, including any information otherwise relating to the undersigned’s investment in the Partnership, is hereinafter referred to as the “Information”. The undersigned agrees that:

1. The Information shall be kept confidential and shall not, without the prior written consent of the Partnership, be disclosed by the undersigned or by any of its Affiliates, agents, representatives or employees in any manner whatsoever, in whole or in part, and shall not be used by the undersigned or by any of its Affiliates, agents, representatives or employees other than in connection with the management of the undersigned’s investment in the Partnership; provided, however, that the undersigned may reveal the Information to its Affiliates, agents, representatives and employees for the purpose of managing the undersigned’s investment in the Partnership and who are informed by the undersigned of the confidentiality obligations with respect to the Information and who agree to be bound by the terms and conditions of this Confidentiality Agreement. The undersigned agrees to take all reasonable measures to insure compliance with this Confidentiality Agreement.

2. This Confidentiality Agreement shall be inoperative as to such portions of the Information that (i) are or become generally available to the public on a non-confidential basis through no fault of or action by the undersigned or by any of its Affiliates, agents, representatives, or employees, or (ii) become available to the undersigned on a non-confidential basis from a source other than NMRI, the Partnership or their representatives or agents, so long as the undersigned has determined in good faith that such portions of the Information became generally available from a source not prohibited from disclosing portions by a contractual, legal or fiduciary obligation to the Partnership, or (iii) was heretofore independently developed or compiled by the undersigned, as evidenced by the undersigned’s records, without the use of the Information. In addition, the undersigned may disclose such Information to potential transferees of its interest, provided such potential transferee has entered into a confidentiality agreement, substantially in the form hereof, relating to such Information.

3. In the event that the undersigned or anyone to whom the undersigned transmits the Information pursuant to this Confidentiality Agreement becomes required by law, rule, regulation, or governmental priority to disclose any of the Information, the undersigned shall provide the Partnership with notice of such event promptly upon the undersigned obtaining knowledge hereof so that the Partnership may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Confidentiality Agreement. In the event that no protective order or other remedy is obtained, and NMRI and the Partnership do not grant a waiver, the undersigned shall use all reasonable efforts to disclose only that portion of the Information that the undersigned is required to disclose and shall do so in a manner reasonably designed to preserve the Information’s confidential nature. The undersigned may disclose the Information as requested by any governmental or similar agency to whose jurisdiction the undersigned is subject or in connection with an examination of the undersigned’s financial institution by examiners or by the undersigned’s independent auditors.

Notwithstanding any conditions of confidentiality imposed by this Agreement or any provision of the Partnership Agreement or the transactions contemplated hereby or thereby (the “Transaction”), the undersigned agrees that the undersigned (and each of its employees, representatives, or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Transaction and all materials of any kind (including opinions or other tax analyses) that are provided to the undersigned relating to such tax treatment and tax structure. In this regard the undersigned acknowledges and agrees that any disclosure of the structure or tax aspects of the Transaction is not limited in any way by an express or implied understanding or agreement, oral or written (whether or not such understanding or agreement is legally binding). Furthermore, the undersigned acknowledges and agrees that the undersigned does not know or have reason to know that the use or disclosure of information relating to the structure or tax aspects of the Transaction is limited in any other manner (such as where the Transaction is claimed to be proprietary or exclusive) for the benefit of any other person. The undersigned also acknowledges that it has not (nor has any of its affiliates) provided you (or any of your affiliates) with any federal income tax statement (as defined in Section 301.6112-1(c)(2)(iii) of the Regulations) in connection with the Transaction. The foregoing is not intended to waive the attorney-client privilege or other privileges, including the tax advisor privilege under Section 7525 of the Code.]

B-ii

Very truly yours,

[NAME OF TRANSFEREE]

By:

Name:

Title:

Date:

B-iii

EX-3.66

Exhibit 3.66

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 04:00 PM 01/18/1996

960016894-2583322

CERTIFICATE OF INCORPORATION

OF

PANEL INTERNATIONAL S.A.

1. The name of the corporation is:

Panel International S.A.

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

4. The total number of shares of common stock which the corporation shall have authority to issue is One Thousand (1,000) and the par value of each of such shares is One Dollar ($1.00) amounting in the aggregate to One Thousand (1,000.00).

5. The board of directors is authorized to make, alter or repeal the by-laws of the corporation. Election of directors need not be by written ballot.

6a. The name and mailing address of the incorporator is:

A. S. Gardner

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

6b. The name and mailing address of the director is:

Theodore J. Theophilos

150 North Martingale Road

Schaumburg, Illinois 60173-2076

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 18th day of January, 1996.

/s/ A. S. Gardner

A.S. Gardner

EX-3.67

Exhibit 3.67

BY-LAWS

of

PANEL INTERNATIONAL S.A.

ARTICLE I

SHAREHOLDERS

Section 1. The annual meeting of the shareholders of the corporation for the purpose of electing directors and for the transaction of such other business as may properly be brought before the meeting shall be held on the second Monday in February of each year, if not a legal holiday, and if a legal holiday, then on the next business day following, within or without the State of Delaware, or at such time and place as may be designated from time to time by the Board of Directors.

Section 2. Special meetings of the shareholders may be held upon call of the Board of Directors or the President (and shall be called by the President at the request in writing of shareholders owning a majority of the outstanding shares of the corporation entitled to vote at the meeting) at such time and at such place within or without the State of Delaware as may be fixed by the Board of Directors or the President or by the shareholders owning a majority of the outstanding shares of the corporation so entitled to vote, as the case may be, and as may be stated in the notice setting forth such call.

Section 3. Except as otherwise provided by law, notice of the time, place and purpose or purposes of every meeting of shareholders shall be (i) delivered personally, (ii) mailed, (iii) faxed, (iv) electronically mailed, or (v) sent via a private delivery service that guarantees one or two-day delivery and obtains a written receipt of delivery, in each case not earlier than sixty, nor less than ten, days previous thereto to each shareholder of record entitled to vote at the meeting, at the address of such shareholder as it appears on the records of the corporation. Notice of any meeting of shareholders need not be given to any shareholder who shall waive notice thereof, before or after such meeting, in writing, or to any shareholder who shall attend such meeting, except when the shareholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

Section 4. The holders of record of a majority of the issued and outstanding shares of the corporation which are entitled to vote at the meeting shall, except as otherwise provided by law, constitute a quorum at all meetings of the shareholders. If there be no such quorum present in person or by proxy, the holders of a majority of such shares so present or represented may adjourn the meeting from time to time.

Section 5. Meetings of the shareholders shall be presided over by the President or, if he is not present, by a Vice President or, if no such officer is present, by a chairman to be chosen at the meeting. The Secretary of the corporation or, in his or her absence, an Assistant Secretary shall act as secretary of the meeting or, if neither the Secretary nor an Assistant Secretary is present, the chairman shall appoint a secretary for purposes of the meeting.

Section 6. At all elections of directors a majority of the votes cast shall elect. Except as otherwise provided by law, all other questions presented to shareholders shall also be determined by a majority of the votes cast on such questions.

Section 7. In order that the corporation may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall be not more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. If for any reason the Board of Directors shall not have fixed a record date for any such purpose, the record date for such purpose shall be determined as provided by law. Only those shareholders of record on the date so fixed or determined shall be entitled to any of the foregoing rights, notwithstanding the transfer of any such stock on the books of the corporation after any such record date so fixed or determined.

Section 8. Any action required by the General Corporation Law to be taken at any annual or special meeting of shareholders, or any action which may be taken at any annual or special meeting of shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those shareholders who have not consented in writing.

ARTICLE II

BOARD OF DIRECTORS

Section 1. The Board of Directors of the corporation shall consist of one or more directors, the number of directors to be fixed from time to time by resolution of the Board of Directors. Each director shall hold office until his or her successor is duly elected and qualified or until his or her earlier resignation, death or removal. One-third of the total number of directors (if this is not a whole number, it shall be rounded upwards to the nearest whole number) shall constitute a quorum for the transaction of business. Directors need not be shareholders.

Section 2. Vacancies in the Board of Directors shall be filled by a majority of the remaining directors, though less than a quorum; and in case of an increase in the number of directors, the additional directors shall be elected by a majority of the directors in office at the time of increase, though less than a quorum; and the directors so chosen shall hold office until their successors shall be duly elected and qualified or until his or her earlier resignation, death or removal.

Section 3. Meetings of the Board of Directors shall be held at such place within or without the State of Delaware as may from time to time be fixed by resolution of the Board or as may be specified in the notice of call of any meeting. Regular meetings of the Board of Directors shall be held at such times as may from time to time be fixed by resolution of

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the Board and special meetings may be held at any time upon the call of the President, by oral, faxed, electronic mail or other written notice, served on, sent, faxed, electronically mailed or mailed to each director not less than two days before the meeting. The notice of any meeting need not specify the purposes thereof. A meeting of the Board may be held without notice immediately after the annual meeting of shareholders at the same place at which such meeting is held. Notice need not be given of regular meetings of the Board held at times fixed by resolution of the Board. Notice of any meeting need not be given to any director who shall attend such meeting in person or who shall waive notice thereof, before or after such meeting, in writing. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting, if all the members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board of Directors or committee.

Section 4. The Board of Directors may, by resolution or resolutions, passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the corporation which, to the extent provided in said resolution or resolutions and except as prohibited by law, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the corporation. A majority of the members of a committee shall constitute a quorum for the transaction of its business. In the absence or disqualification of any member of any such committee or committees, but not in the case of a vacancy therein, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors, who is not an officer of the corporation or any of its subsidiaries, to act at the meeting for all purposes in the place of any such absent or disqualified member. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

Section 5. A director of the corporation shall not, in the absence of fraud, be disqualified by virtue of his or her office from dealing or contracting with the corporation either as vendor, purchaser or otherwise, nor, in the absence of fraud, shall any transaction or contract of the corporation be void or voidable or affected by reason of the fact that any director or any firm of which any director is a member, or any corporation of which the director is an officer, director or shareholder, is in any way interested in such transaction or contract, provided that, at the meeting of the Board of Directors or of a committee thereof having authority to authorize or confirm said contract or transaction, the interest of such director, firm or corporation therein and the material facts with respect thereto are disclosed or known, and there shall be present a quorum of directors or of the directors constituting such committee not interested or connected, and such contract or transaction shall be approved by a majority of such quorum, which majority shall consist of directors not so interested or connected. Nor shall such contract or transaction be void or voidable or affected by reason of the fact that the vote of such director or directors, who have or may have an interest therein which is or might be adverse to the interests of the corporation, shall have been necessary to obligate the corporation upon such contract or transaction, nor shall any director or directors having such adverse interest be liable to the corporation or to any shareholder or creditor thereof, or to any other person, for any loss incurred by it, him or her under or by reason of any such contract or transaction nor shall any such director or directors be accountable for any gains or profits realized thereon; always provided, however, that such contract or transaction shall, at the time it was entered into, have been a reasonable one to have been entered into and shall have been upon terms that at the time were fair.

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Section 6. Any contract, transaction or act of the corporation or of the Board of Directors which shall be ratified by a majority vote of the shareholders of the corporation having voting power at any annual meeting or any special meeting called for such purpose and to whom the material facts with respect thereto are disclosed or known, shall be as valid and as binding as though ratified by every shareholder of the corporation, provided, however, that any failure of the shareholders to approve or ratify such contract, transaction or act, when and if submitted, shall not be deemed in any way to invalidate the same or to deprive the corporation, its directors or officers, of their right to proceed with such contract, transaction or action. Any director of the corporation may vote upon any contract or other transaction between the corporation and any subsidiary or affiliated corporation without regard to the fact that he is also a director of such subsidiary or affiliated corporation.

Section 7. Any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, except as prohibited by law.

ARTICLE Ill

OFFICERS

Section 1. The Board of Directors as soon as practicable after their annual election shall appoint a President and a Secretary. The Board of Directors may also from time to time appoint such other officers (including a Chairman who shall be a member of the Board of Directors, one or more Vice Presidents and/or Assistant Vice Presidents, a Treasurer, one or more Assistant Secretaries and one or more Assistant Treasurers) as it may deem proper. In addition, the President shall be entitled to appoint officers of the corporation (other than the Chairman, President, Secretary, or Treasurer) and to prescribe the respective terms of office, authorities and duties of any officers so appointed, provided that such appointment is made in writing and filed in the minute book of the corporation. Any Vice President may be designated Executive, Senior, or Regional, or may be given any other designation or combination of designations.

Section 2. Any officer may be removed from office at any time either with or without cause by the affirmative vote of a majority of the members of the Board then in office. In addition, in the case of an officer appointed by the President, such appointed officer may be removed from office at any time with or without cause by the President of the corporation.

Section 3. Each of the officers of the corporation shall have the powers and duties prescribed by (i) law, (ii) the By-Laws, and (iii) the Board of Directors and in the case of an officer appointed by the President, the President. Unless otherwise prescribed by the By-Laws or by the Board of Directors or, in the case of an officer appointed by the President, by the President, each officer shall also have such further powers and duties as ordinarily pertain to his or her office. The President shall be the Chief Executive Officer and, subject always to the rights and powers of the Board of Directors, shall have the general direction of the affairs of the corporation. Any officer, agent, or employee of the corporation may be required to give bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors may from time to time prescribe.

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ARTICLE IV

INDEMNIFICATION

(1) To the fullest extent permitted by the laws of the State of Delaware:

(a) Subject to the last sentence of this subsection (a), the corporation shall indemnify any person (and such person’s heirs, executors or administrators) who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (brought in the right of the corporation or otherwise), whether civil, criminal, administrative or investigative, and whether formal or informal, including appeals, by reason of the fact that such person is or was a director or officer of the corporation or, if a director or officer of the corporation, by reason of the fact that such person is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, for and against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person or such heirs, executors or administrators in connection with such action, suit or proceeding, including appeals. Notwithstanding the preceding sentence, the corporation shall be required to indemnify a person described in such sentence in connection with any action, suit or proceeding (or part thereof) commenced by such person only if commencement of such action, suit or proceeding (or part thereof) by such person was authorized by the Board of Directors of the corporation. Subject to the last sentence of this subsection (a), the corporation may indemnify any person (and such person’s heirs, executors or administrators) who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (brought in the right of the corporation or otherwise), whether civil, criminal, administrative or investigative, and whether formal or informal, including appeals, by reason of the fact that such person is or was an employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another corporation, for and against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person or such heirs, executors or administrators in connection with such action, suit or proceeding, including appeals. A person shall not be entitled to be indemnified pursuant to the above provisions unless, in connection with the matters underlying the indemnification claim, such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful and, in the case of an indemnification claim relating to any threatened, pending or completed action or suit by or in the right of the corporation, no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that a court of competent jurisdiction shall determine that such person is fairly or reasonably entitled to indemnity.

(b) The corporation shall promptly pay expenses incurred by (i) any person whom the corporation is obligated to indemnify pursuant to the first sentence of subsection (a) of this Article IV, Section 1 (1) or (ii) any person whom the corporation has determined to indemnify pursuant to the third sentence of subsection (a) of this Article IV, Section 1 (1) in defending any action, suit or proceeding, including appeals, upon presentation of appropriate documentation.

(c) The corporation may purchase and maintain insurance on behalf of any person described in subsection (a) of this Article IV, Section 1 (1) against any liability asserted against such person, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of this Article IV, Section 1 (1) or otherwise.

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(d) The provisions of this Article IV, Section 1 (1) shall be applicable to all actions, claims, suits or proceedings made or commenced after adoption hereof, whether arising from acts or omissions to act occurring before or after its adoption. The provision of this Article IV, Section 1 (1) shall be deemed to be a contract between the corporation and each director or officer who serves in such capacity at any time while this Article IV, Section 1 (1) and the relevant provisions of the laws of the State of Delaware and other applicable law, if any, are in effect, and any repeal or modification hereof shall not affect any rights or obligations then existing with respect to any state of facts or any action, suit or proceeding then or theretofore existing, or any action, suit or proceeding thereafter brought or threatened based in whole or in part on any such state of facts. If any provisions of this Article IV, Section 1 (1) shall be found to be invalid or limited in application by reason of any law or regulation, it shall not affect the validity of the remaining provisions hereof. The rights of indemnification provided in this Article IV, Section 1 (1) shall neither be exclusive of, nor be deemed in limitation of, any rights to which an officer, director, employee or agent may otherwise be entitled or permitted by contract, vote of Shareholders, or directors or otherwise, or as a matter of law, both as to actions in such person’s official capacity and actions in any other capacity while holding such office, it being the policy of the corporation that indemnification of any person whom the corporation is obligated to indemnify pursuant to the first sentence of subsection (a) of this Article IV, Section 1 (1) shall be made to the fullest extent permitted by law. Any indemnification under subsection (a) of this Article (unless ordered by a court) shall be made by the corporation only as authorized in a specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsection (a). Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (iv) by the Shareholders. Such determination shall be made, with respect to a person who is not a director or officer at the time of such determination, by any person or persons who have the corporate authority to act on the matter.

(2) A director of the corporation shall not be liable to the corporation or its Shareholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the laws of the State of Delaware as the same exists or may hereafter be amended. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director of the corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.

ARTICLE V

CERTIFICATES OF STOCK

Section 1. The interest of each shareholder of the corporation shall be evidenced by a certificate or certificates for shares of stock in such form as the Board of Directors may from time to time prescribe. The shares in the stock of the corporation shall be

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transferable on the books of the corporation by the holder thereof in person or by his or her attorney, upon surrender for cancellation of a certificate or certificates for the same number of shares, with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, and with such proof of the authenticity of the signature as the corporation or its agents may reasonably require.

Section 2. The certificates of stock shall be signed by such officer or officers as may be permitted by law to sign. Any or all of the signatures on the certificate may be a facsimile. In case any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on any such certificate or certificates shall cease to be such officer or officers of the corporation, whether because of death, resignation or otherwise, before such certificate or certificates shall have been issued by the corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates, or whose facsimile signature or signatures shall have been used thereon had not ceased to be such officer or officers of the corporation.

Section 3. No certificate for shares of stock in the corporation shall be issued in place of any certificate alleged to have been lost, stolen or destroyed, except upon production of reasonable evidence of such loss, theft or destruction and upon delivery to the corporation of a bond of indemnity in such amount, upon such terms and secured by such surety, as the Board of Directors or the President in his, her or its discretion may require.

ARTICLE VI

CORPORATE BOOKS

The books of the corporation may be kept outside of the State of Delaware at such place or places as the Board of Directors may from time to time determine.

ARTICLE VII

FISCAL YEAR

The fiscal year of the corporation shall begin and end on such dates as shall be established from time to time by a resolution of the Board of Directors.

ARTICLE VIII

CORPORATE SEAL

The corporate seal shall have inscribed thereon the name of the corporation, the state of incorporation, and the words “Corporate Seal”. In lieu of the corporate seal, when so authorized by the Board of Directors or a duly empowered committee thereof, a facsimile thereof may be impressed or affixed or reproduced. Unless otherwise required by law, no document executed on behalf of the corporation shall be required to have the corporate seal affixed thereto and the absence of the corporate seal shall, unless otherwise prescribed by law, in no way affect the validity of any document otherwise properly executed by the corporation.

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ARTICLE IX

OFFICES

The corporation may have offices outside of the State of Delaware at such places as shall be determined from time to time by the Board of Directors.

ARTICLE X

AMENDMENTS

Subject to any limitations that may be imposed by the shareholders, the Board of Directors may make By-Laws and from time to time may alter, amend or repeal any By-Laws, but any By-Laws made by the Board of Directors or the shareholders may be altered, amended or repealed by the shareholders at any annual meeting or at any special meeting duly called or by a written consent signed by all of the shareholders.

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EX-3.68

Exhibit 3.68

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 12:00 PM 10/23/1997

971358028 – 2811833

CERTIFICATE OF INCORPORATION

OF

PERQ/HCI CORP.

FIRST: The name of the corporation is PERQ/HCI CORP.

SECOND: The address of the initial registered office of the corporation in the State of Delaware is 9 East Loockerman Street, in the City of Dover, County of Kent, 19901, and the name of the initial registered agent therein and in charge thereof, upon whom process against the corporation may be served is National Corporate Research, Ltd.

THIRD: The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH: The total number of shares the corporation shall have authority to issue is ten thousand (10,000) shares of common stock, one cent ($.01) per value per share.

FIFTH: The corporation shall have perpetual existence.

SIXTH: No director shall be personally liable to the corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit. Any repeal or modification of this Article Sixth by the stockholders of the corporation shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.

SEVENTH: The Corporation shall have the right to indemnify any and all directors and officers to the fullest extent permitted by the Delaware General Corporation Law.

EIGHTH: The name and mailing address of the incorporator is Barbara Morrison, c/o National Corporate Research, Ltd., 225 West 34^th Street, New York, NY 10122-0032.

I, being the sole incorporator hereinbefore named, hereby sign this certificate for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware this 23rd day of October 1997.

/s/ Barbara Morrison

Barbara Morrison, Sole Incorporator

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STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 04:30 PM 12/23/1999

991559364 – 2811833

CERTIFICATE OF MERGER

OF PERQ RESEARCH CORPORATION

INTO PERQ/HCI CORP.

The undersigned corporation organized and existing under and by virtue of the General Corporation Law of Delaware, DOES HEREBY CERTIFY:

FIRST: That the name and state of incorporation of each of the constituent corporations of the merger is as follows:

NAME	STATE OF INCORPORATION
PERQ/HCI Corp.	Delaware
PERQ Research Corporation	Delaware

SECOND: That an agreement of merger between the parties to the merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of section 251 of the General Corporation Law of Delaware.

THIRD: That the name of the surviving corporation of the merger is PERQ/HCI Corp.

FOURTH: That the Certificate of Incorporation of PERQ/HCI Corp., a Delaware corporation which will survive the merger, shall be the Certificate of Incorporation of the surviving corporation.

FIFTH: That the executed Agreement of Merger is on file at the principal place of business of the surviving corporation, the address of which is PERQ/HCI Corp., c/o VNU USA, INC., attn: Legal Department, 1515 Broadway, 15th Floor, New York, NY 10036.

SIXTH: That a copy of the Agreement of Merger will be furnished by the surviving corporation, on request and without cost, to any stockholder of any constituent corporation.

SEVENTH: That this Certificate of Merger shall be effective on December 31, 1999.

Dated: December 1, 1999

PERQ/HCI CORP.		ATTEST:
by:	/s/ C. Marshall Paul	by:	/s/ James A. Ross
	C. Marshall Paul, CEO		James A. Ross, Secretary

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 03:01 PM 12/30/1999

991570455 – 2811833

CERTIFICATE OF MERGER

OF HCI INC.

INTO PERQ/HCI CORP.

The undersigned corporation organized and existing under and by virtue of the General Corporation Law of Delaware, DOES HEREBY CERTIFY:

FIRST: That the name and state of incorporation of each of the constituent corporations of the merger is as follows:

NAME	STATE OF INCORPORATION
PERQ/HCI Corp.	Delaware
HCI Inc.	Delaware

SECOND: That an agreement of merger between the parties to the merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of section 251 of the General Corporation Law of Delaware.

THIRD: That the name of the surviving corporation of the merger is PERQ/HCI Corp.

FOURTH: That the Certificate of Incorporation of the PERQ/HCI Corp., a Delaware corporation which will survive the merger, shall be the Certificate of Incorporation of the surviving corporation.

FIFTH: That the executed Agreement of Merger is on file at the principal place of business of the surviving corporation, the address of which is PERQ/HCI Corp., c/o VNU USA, INC., attn: Legal Department, 1515 Broadway, 15^th Floor, New York, NY 10036.

SIXTH: That a copy of the Agreement of Merger will be furnished by the surviving corporation, on request and without cost, to any stockholder of any constituent corporation.

SEVENTH: That this Certificate of Merger shall be effective on December 31, 1999.

Dated: December 1, 1999

PERQ/HCI CORP.		ATTEST:
by:	/s/ C. Marshall Paul	by:	/s/ James A. Ross
	C. Marshall Paul, CEO		James A. Ross, Secretary

STATE OF DELAWARE

CERTIFICATE OF CONVERSION

FROM A CORPORATION TO A

LIMITED LIABILITY COMPANY PURSUANT TO

SECTION 18-214 OF THE LIMITED LIABILITY ACT

1.) The jurisdiction where the Corporation first formed is Delaware.

2.) The jurisdiction immediately prior to filing this Certificate is Delaware.

3.) The date the corporation first formed is October 23, 1997.

4.) The name of the Corporation immediately prior to filing this Certificate is PERQ/HCI CORP.

5.) The name of the Limited Liability Company as set forth in the Certificate of Formation is PERQ/HCI, LLC.

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 2^nd day of November, A.D. 2005.

By:	/s/ Frederick A. Steinmann, V.P.
	Authorized Person
Name:	Frederick A. Steinmann
Title:	Vice President

State of Delaware

Secretary of State

Division of Corporations

Delivered 11:54 AM 11/02/2005

Filed 11:54 AM 11/02/2005

SRV 050894943 – 2811833 FILE

STATE OF DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE OF FORMATION

First: The name of the limited liability company is PERQ/HCI, LLC.

Second: The address of its registered office in the State of Delaware is 615 South DuPont Hwy., in the City of Dover, Zip Code 19901.

The name of its Registered Agent at such address is National Corporate Research, Ltd.

In Witness Whereof, the undersigned have executed this Certificate of Formation this 2^nd day of November, 2005.

By:	/s/ Frederick A. Steinmann, V.P.
	Authorized Person(s)
Name:	Frederick A. Steinmann
	Vice President

State of Delaware

Secretary of State

Division of Corporations

Delivered 11:54 AM 11/02/2005

FILED 11:54 AM 11/02/2005

SRV 050894943 – 2811833 FILE

EX-3.69

Exhibit 3.69

OPERATING AGREEMENT

OF

DELAWARE LIMITED LIABILITY COMPANY

This Operating Agreement (the “Agreement”) effective as of this 2nd day of November, 2005, by, between and among the Members confirms our understanding as to the matters contained herein.

The parties hereto agree as follows:

ARTICLE I.

Definitions

SECTION 1.1. As used herein, the following terms and phrases shall have the meanings indicated:

A. “Act” shall mean the Delaware Limited Liability Company Act, as amended.

B. “Capital Account” shall mean, with respect to each Member, the account established for each Member pursuant to Section 6.5, which will initially equal the Capital Contributions of such Member and will be (a) increased by the amount of Net Profits allocated to such Member and (b) reduced by the amount of Net Losses allocated to such Member and the amount of Cash Flow distributed to such Member. Members’ Capital Accounts shall be determined and maintained in accordance with the rules of paragraph (b)(2)(iv) of Regulation Section 1.704-1 of the Code.

C. “Capital Contributions” shall mean the fair market value of the amounts contributed by the Members pursuant to Section 6.1.

D. “Cash Flow” shall have the meaning provided in Section 7.1.

E. “Code” shall mean the Internal Revenue Code of 1986, as amended, or corresponding provisions of subsequent revenue laws.

F. “Operating Managers” shall mean the Member or Members selected by the Members at a meeting of Members duly called and held for such purpose to serve as Operating Manager or Operating Managers of the Company.

G. “Members” shall mean the persons designated as such in this Agreement, any successor(s) to their interests as such in the Company; and any other person who pursuant to this Agreement shall become a Member, and any reference to a “Member” shall be to any one of the then Members.

H. “Net Profits” and “Net Losses” shall mean the net profit or net loss, respectively, of the Company determined in accordance with Section 8.1.

I. The words “Membership Interest” shall mean a Member’s interest in the Company which shall be in the proportion that the Member’s share of the profits and losses of the Company bears to the aggregate shares of all the Members determined in accordance with

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section 18-503 of the Act which states that profits and losses shall be allocated on the basis of the value of the contributions of each Member as stated in the Operating Agreement. A Membership Interest may be evidenced by a certificate issued by the Company. A Membership Interest may be expressed on a certificate as “Units” where a Member’s Units bears the same relationship to the aggregate. Units of all Members that the Member’s Membership Interest bears to the aggregate Membership Interests of all Members. A Member’s Interest may be a certificated security or an uncertificated security within the meaning of section 8-102 of the uniform commercial code if the requirements of section 8-103(c) are met, and if the requirements are not met such interest shall, for purposes of the uniform commercial code, be deemed to be a general intangible asset.

J. “Company” shall mean this limited liability company, to it: PERQ/HCI, LLC.

K. “Person” shall mean any natural person, corporation, partnership, joint venture, association, limited liability company or other business or legal entity.

ARTICLE II.

Organization of the Company

SECTION 2.1. The purpose of the Company is to conduct any lawful business for which limited liability companies may be organized and to do all things necessary or useful in connection with the foregoing.

SECTION 2.2. The Members shall be Members in the Company and shall continue to do business under the name of the Company until the Operating Managers shall change the name or the Company shall terminate.

SECTION 2.3. The principal address of the Company shall be such place or places as the Operating Managers may determine. The Operating Managers will give notice to the Members promptly after any change in the location of the principal office of the Company.

SECTION 2.4. The Company shall terminate on the date provided in the Certificate of Formation, except that the Company may terminate prior to such date as provided in this Agreement.

SECTION 2.5. The Company name shall be “PERQ/HCI, LLC”.

ARTICLE III.

Status of Members

SECTION 3.1. No Member will be bound by, or be personally liable for the expenses, liabilities or obligations of the Company.

SECTION 3.2. No Member will be entitled to withdraw any part of his Capital Account or to receive any distributions from the Company except as expressly provided in this Agreement.

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SECTION 3.3. No Member will have the right to require partition of the property or to compel any sale or appraisal of the Company’s assets or any, sale of a deceased Member’s interest in the Company’s assets, notwithstanding any provision of law to the contrary.

ARTICLE IV.

Meeting of Members

SECTION 4.1. An annual meeting of Members shall be held within five (5) months after the close of the fiscal year of the Company on such date and at the time and place (either within or without the state of its organization) as shall be fixed by the Members. At the annual meeting, the Members shall elect the Operating Managers and transact such other business as may properly be brought before the meeting.

SECTION 4.2. A special meeting of Members may be called at any time by the Operating Managers and shall be called by the Operating Managers at the request in writing of that Membership interest specified in Schedule C of the Members entitled to vote at such meeting. Any such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of Members shall be confined to the purposes set forth in the notice thereof.

SECTION 4.3. Written notice of the time, place and purpose of every meeting of Members (and, if other than an annual meeting, the person or persons at whose direction the meeting is being called), shall be given by the Operating Managers to each Member of record entitled to vote at such meeting, not less than ten nor more than sixty days prior to the date set for the meeting. Notice shall be given either personally or by mailing said notice by first class mail to each Member at his address appearing on the record book of the Company or at such other address supplied by him in writing to the Operating Managers of the Company for the purpose of receiving notice.

A written waiver of notice setting forth the purposes of the meeting for which notice is waived, signed by the person or persons entitled to such notice, whether before or after the time of the meeting stated therein, shall be deemed equivalent to the giving of such notice. The attendance by a Member at a meeting either in person or by proxy without protesting the lack of notice thereof shall constitute a waiver of notice of such Member.

All notices given with respect to an original meeting shall extend to any and all adjournments thereof and such business as might have been transacted at the original meeting may be transacted at any adjournment thereof; no notice of any adjourned meeting need be given if an announcement of the time and place of the adjourned meeting is made at the original meeting,

SECTION 4.4. The holders of a majority in interest of the Members present in person or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of members except as otherwise provided by statute or the Certificate of Formation. If, however, a quorum shall not be present or represented at any meeting of Members, the Members entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. When a quorum is once present to organize a meeting, such quorum is not deemed broken by the subsequent withdrawal of any Members.

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SECTION 4.5. Every Member entitled to vote at any meeting shall be entitled to vote in accordance with his membership interest in the Company held by him of record on the date fixed as the record date for said meeting and may so vote in person or by proxy. Any Company action shall be authorized by a majority in interest of the votes cast by the Members entitled to vote thereon except as may otherwise be provided by statute, the Certificate of Formation or this Operating Agreement.

SECTION 4.6. Every proxy must be signed by the Member entitled to vote or by his duly authorized attorney-in-fact and shall be valid only if filed with the Operating Managers of the Company prior to the commencement of voting on the matter in regard to which said proxy is to be voted. No proxy shall be valid after the expiration of eleven months from the date of its execution unless otherwise expressly provided in the proxy. Every proxy shall be revocable at the pleasure of the person executing it except as otherwise provided by statute. Unless the proxy by its terms provides for a specific revocation date and except as otherwise provided by statute, revocation of a proxy shall not be effective unless and until such revocation is executed in writing by the Member who executed such proxy and the revocation is filed with the Operating Managers of the Company prior to the voting of the proxy.

SECTION 4.7. All meetings of Members shall be presided over by the Operating Managers, or if not present, by a Member thereby chosen by the Members at the meeting. The Operating Managers or the person presiding at the meeting shall appoint any person present to act as secretary of the meeting.

SECTION 4.8. For the purpose of determining the Members entitled to notice of, or to vote at any meeting of Members or any adjournment thereof or to express consent or dissent from any proposal without a meeting, or for the purpose of determining the Members entitled to receive payment of any distribution of Cash Flow or the allotment of any rights, or for the purpose of any other action, the Members may fix, in advance, a date as the record date for any such determination of Members. Such date shall not be more than fifty nor less than ten days before the date of any meeting nor more than fifty days prior to any action taken without a meeting, the payment of any distribution of Cash Flow or the allotment of any rights, or any other action. When a determination of Members of record entitled to notice of, or to vote at any meeting of Members has been made as provided in this Section, such determination shall apply to any adjournment thereof, unless the Members fix a new record date under this Section for the adjourned date.

SECTION 4.9. The Company shall be entitled to treat the holder of record of any membership interest as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such Membership Interest on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by the Act.

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ARTICLE V.

Management

SECTION 5.1. Management of the Company shall be vested in all of the Members who shall also serve as Operating Managers of the Company. The Operating Managers shall vote in proportion to their Membership Interests in the Company. Except as otherwise provided in this Agreement, all decisions of the Operating Managers shall be by a majority in interest of the Members. All Operating Managers must be Members of the Company. No Member will take part in or interfere in any manner with the conduct or control of the business of the Company or have any right or authority to act for or bind the Company except as provided in this Agreement.

SECTION 5.2. The Operating Managers shall hold office for the term for which elected and until a successor has been elected and qualified. A vacancy in the office of Operating Manager arising from any cause may be filled for the unexpired portion of the term by the Members.

SECTION 5.3. Any Operating Manager may resign at any time by giving written notice to the Members. Any such resignation shall take effect at the time specified therein or, if the time is not specified therein, upon the receipt thereof, irrespective of whether any such resignations shall have been accepted.

SECTION 5.4. The Company shall be managed by the Operating Managers and the conduct of the Company’s business shall be controlled and conducted solely and exclusively by the Operating Managers in accordance with this Agreement. In addition to and not in limitation of any rights and powers conferred by law or other provisions of this Agreement, the Operating Managers shall have and may exercise on behalf of the Company all powers and rights necessary, proper, convenient or advisable to effectuate and carry out the purposes, business and objectives of the Company, and to maximize Company profits.

SECTION 5.5. Notwithstanding the foregoing, the Operating Managers may not make any of the management decisions stated in Schedule B without obtaining the consent of that Membership interest stated in Schedule B.

SECTION 5.6. The Operating Manager shall serve as Tax Matters Member as such term is defined in Code Section 6231 (a)(7).

SECTION 5.7. Any person made or threatened to be made a party to an action or proceeding, whether civil or criminal, by reason of the fact that he, his testator or intestate, then, is, or was a manager, member, employee or agent of the Company, or then serves or has served on behalf of the Company in any capacity at the request of the Company, shall be indemnified by the Company against reasonable expenses, judgments, fines and amounts actually and necessarily incurred in connection with the defense of such action or proceeding or in connection with an appeal therein, to the fullest extent permissible by the Act. Such right of indemnification shall not be deemed exclusive of any other rights to which such person may be entitled.

ARTICLE VI.

Capital

SECTION 6.1. The Members have contributed to the Company in exchange for their membership interests their interests the cash and other property as set forth on Schedule A, annexed hereto.

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SECTION 6.2. The fair market value and the adjusted basis of the contributing Member of any property other than cash contributed to the Company by a Member shall be set forth on Schedule A, annexed hereto.

SECTION 6.3. Except as expressly provided in this Agreement, no Member shall be required to make any additional contributions to the capital of the Company.

SECTION 6.4. No interest shall be paid on the Capital Account of any Member.

SECTION 6.5. A Capital Account shall be established for each Member on the books and records of the Company in accordance with section 1.1.B. If any assets of the Company are distributed to the Members in kind, the Capital Accounts of the Members shall be adjusted to reflect the difference between the fair market value of such assets on the date of distribution and the basis of the Company in such assets.

ARTICLE VII.

Distributions of Cash

SECTION 7.1. The Company shall distribute to the Members from time to time all cash (regardless of the source thereof) of the Company which is not required for the operation or the reasonable working capital requirements of the Company (such cash is sometimes referred to herein as “Cash Flow”). For purposes of this Agreement all Cash Flow allocated to the Members shall be allocated among them in proportion to their respective Membership Interests.

SECTION 7.2. Distributions of Cash Flow shall be made from time to time in such manner as determined by the Operating Managers.

ARTICLE VIII.

Profits and Losses

SECTION 8.1. The Net Profits and Net Losses of the Company shall be the net profits and net losses of the Company as determined for Federal income tax purposes.

SECTION 8.2. The Net Profits and Net Losses of the Company and each item of income, gain, loss, deduction or credit entering into the computation thereof, shall be allocated to the Members in the same proportions that they share in distributions of Cash Flow pursuant to Section 7.1, or if there is no Cash Flow, that they would have shared if there had been Cash Flow.

SECTION 8.3. References herein to “Reg. Sec.”, are to the regulations promulgated by the United States Treasury to the Code. The terms “minimum gain”, “minimum gain chargeback”, “qualified income offset”, “nonrecourse deduction” and “nonrecourse liability” are to be interpreted consistent with the definitions and use of such terms in Reg. Sec. 1.704-2 and Reg. Sec. 1.704-1. “Nonrecourse liability” means any liability with respect to which no Member bears the risk of loss under Code Section 752. The following special allocations shall be made in the following order:

A. Except as otherwise set forth in Reg. Sec. 1.704-2(f), if there is a net decrease in minimum gain, during the fiscal year of the Company, each Member, shall be

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specially allocated items of gross income and gain for such fiscal year (and, if necessary, subsequent fiscal years) in an amount equal to that Member’s share of the net decrease of minimum gain determined in accordance with Reg. Sec. 1.704-2(g). Allocations in accordance with this Section shall be made first from the disposition of Company assets subject to nonrecourse liabilities, to the extent of the minimum gain attributable to those assets, and thereafter, from a pro-rata portion of the Company’s other items of income and gain for the taxable year. This Section is intended to comply with the minimum gain chargeback requirement of Reg. Sec. 1.704-2(f).

B. Except as otherwise set forth in Reg. Sec. l.704-2(i)(4), if there is a net decrease in a Member’s nonrecourse liability minimum gain attributable to Members’ nonrecourse liabilities during any fiscal year, each Member who has a share of the Member nonrecourse liability minimum gain attributable to Member nonrecourse liability shall be specially allocated items of gross income and gain for such fiscal year (and, if necessary, subsequent fiscal years) in an amount equal to that Member’s share of the net decrease in Members’ nonrecourse debt minimum gain attributable to such Member nonrecourse debt. Allocations pursuant to this Section shall be made first from gain recognized from the disposition of Company assets subject to Member nonrecourse liabilities to the extent of Member minimum gain attributable to those assets, and thereafter, from a pro-rata portion of the Company’s other items of income and gain for the fiscal year. This section is intended to comply with the minimum gain chargeback requirements of Reg. Sec. 1.704-2(i).

C. A Member who unexpectedly receives an adjustment, allocation or distribution described in (4), (5) or (6) of Reg. Sec. l.704-l(b)(2)(ii)(d) will be allocated items of income and gain in an amount and manner sufficient to eliminate such deficit balance as quickly as possible. An allocation shall be made pursuant to this Section and if and to the extent a Member would have a deficit in his adjusted Capital Account after all other allocations provided for in this Section 8.3 were made as if this paragraph were not in the agreement.

D. Nonrecourse deductions shall be allocated among the Members in the same proportion in which they share the Cash Flow of the Company.

E. Any nonrecourse deduction shall be allocated to any Member who bears the economic risk of loss with respect to the Member nonrecourse liability to which such deduction is attributable.

SECTION 8.4. Any Company gain or loss realized with respect to property, other than money, contributed to the Company by a Member shall be shared among the Members pursuant to Code section 704(c) and regulations to be promulgated thereunder so as to take account of the difference between the Company basis and the fair market value of the property at the time of the contribution (“built-in gain or loss”). Such built-in gain or loss shall be allocated to the contributing Member upon the disposition of the property.

ARTICLE IX.

Admission and Withdrawal of a Member

SECTION 9.1. A Member may transfer his interest in the Company to another person or entity only with the prior unanimous consent of the other Members either in writing or at a meeting called for such purpose. If all of the other Members do not approve of the transfer, the

12

transferee shall have no right to participate in the management of the business and affairs of the Company or to become a Member. The transferee shall be entitled to receive the share of profits, losses and Cash Flow or other compensation by way of income and the return of contributions to which the transferor otherwise would be entitled.

SECTION 9.2. The Members agree to sign such additional documents as may be required in order to admit additional Members to the Company, pursuant to section 9.1 as well as, among other things, to provide for the division of profits, losses and Cash Flow among the Members.

SECTION 9.3. All costs and expenses incurred by the Company in connection with the assignment of a Member’s interest, including any filing fees and publishing costs and the fees and disbursements of counsel, shall be paid by the assigning Member.

SECTION 9.4. Each person who becomes a Member in the Company, by becoming a Member, shall and does hereby ratify and agree to be bound by the terms and conditions of this Agreement.

ARTICLE X.

Termination or Dissolution of Company

SECTION 10.1. The Company shall be terminated prior to the date of expiration of the term as provided in Section 2.4 if (a) the Members consent that the Company should be terminated and dissolved, or (b) the Company is dissolved pursuant to this Agreement.

SECTION 10.2. The Company shall be terminated in the event any Member (i) withdraws, resigns or is expelled from the Company; (ii) makes an assignment for the benefit of creditors, is the subject of an order for relief under Title 11 of the United States Code, files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law or regulation, files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him in any proceeding of this nature, seeks, consents to, or acquiesces in the appointment of a trustee, receiver or liquidator for of all or any substantial part of his properties; (iii) dies; or (iv) a judgment is entered by a court of competent jurisdiction adjudicating him incompetent to manage his person or his property.

SECTION 10.3. If the Company is dissolved, the owners of a majority in interest of the remaining Members may elect to reconstitute and continue the Company as a successor Company upon the same conditions as are set forth in this Agreement. Any such election to continue the Company will not result in the creation of a new Company among the remaining Members, nor will such election require the amendment of this Agreement or the execution of an amended Agreement.

SECTION 10.4. Upon the termination and dissolution of the Company, the then Operating Manager, or Operating Managers, if any, or, if there is no Operating Manager, any person elected to perform such liquidation by the written consent of the owners of a majority in interest of the Members, shall proceed to the liquidation of the Company. The proceeds of such liquidation shall be applied and distributed as follows:

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A. If any assets of the Company are to be distributed in kind, such assets shall be distributed on the basis of the fair market value thereof, and any Member entitled to any interest in such assets shall receive such interest therein as a tenant-in-common with all other Members so entitled. The fair market value of such assets shall be determined by an independent appraiser to be selected by the Company’s independent public accountants. The amount by which the fair market value of any property to be distributed in kind to the Members exceeds or is less than the basis of such property, shall, to the extent not otherwise recognized by the Company, be taken into account in computing Net Profits or Net Losses (and shall be allocated among the Members in accordance with Section 8.2) for purposes of crediting or charging the Capital Accounts of, and liquidating distributions to, the Members under Section l0.4.B.

B. All distributions upon liquidation of the Company shall be distributed as follows: to each of the Members, in proportion to the amounts of their respective positive Capital Accounts, as such accounts have been adjusted (i) in accordance with Section 6.5 to reflect the Net Profit or Net Loss realized or incurred upon the sale of the Company’s property or assets and any deemed sale pursuant to Section l0.4.A; (ii) in accordance with Section 8.2 to reflect all Net Profits or Net Losses with respect to the year of liquidation. No Member shall be liable to repay the negative amount of his Capital Account.

SECTION 10.5. Each of the Members shall be furnished with a statement, reviewed by the Company’s independent public accountants, which shall set forth the assets and liabilities of the Company as of the date of the Company’s liquidation. Upon completion of the liquidation, the Operating Managers shall execute and cause to be filed a Certificate of Dissolution of the Company and any and all other documents necessary with respect to termination of the Company.

ARTICLE XI.

Books and Reports

SECTION 11.1. The Operating Managers shall cause the Company to maintain the following records:

A. Complete and accurate books of account, in which shall be entered, fully and accurately, each and every transaction of the Company, shall be kept by the Operating Managers at the principal office of the Company. The fiscal year of the Company shall be the calendar year. The books of account of the Company shall be kept in accordance with sound accounting practices and principles applied in a consistent manner by the Company; provided, however, that all methods of accounting and treating particular transactions shall be in accordance with the methods of accounting employed for Federal income tax purposes. All determinations by the Operating Managers with respect to the treatment of any item or its allocation for Federal, state or local tax purposes shall be binding upon all the Members unless the determination is inconsistent with any express provision of this Agreement.

B. A current list of the full name and last known mailing address of each Member set forth in alphabetical order together with the contribution and share in profits and losses of each Member; a copy of the Certificate of Formation of the Company and any amendments thereto; a copy of the Company Operating Agreement and any amendments thereto; a copy of the Company’s federal, state and local income tax returns for the three most recent fiscal years.

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C. Any Member shall have the right from time to time at his expense to have his accountants and representatives examine and/or audit the books and records of the Company and the information referred to in this Section, and the Operating Managers will make such books and records and information available for such examinations and/or audits.

SECTION 11.2. No value shall be placed for any purpose upon the Company name or the right to its use, or upon the goodwill of the Company or its business, Upon termination or dissolution of the Company (without reconstitution thereof) as provided in this Agreement, neither the Company name or the right to its use, nor the goodwill of the Company, shall be considered as an asset of the Company.

SECTION 11.3. The Operating Managers will cause to be sent to the Members within a reasonable period after the close of each year the following: (a) annual statements of the Company’s gross receipts and operating expenses, and the capital accounts of each Member, prepared by the Company’s independent public accountants, to be transmitted to each Member; and (b) a report to be transmitted to each Member indicating the Member’s share of the Company’s profit or loss for that year and the Member’s allocable share of all items of income, gain, loss, deduction, and credit, for Federal income tax purposes.

ARTICLE XII.

Tax Elections

SECTION 12.1. In the event of a transfer of a Member’s interest, or upon the death of a Member, or in the event of the distribution of Company property to any party hereto, the Company may (but need not necessarily) file an election, in accordance with Section 754 of the Code to cause the basis of the Company property to be adjusted for Federal income tax purposes, as provided by Sections 734 and 743 of the Code.

ARTICLE XIII.

Miscellaneous

SECTION 13.1. Any notice or other communication under this Agreement shall be in writing and shall be considered given when mailed by registered or certified mail, return receipt requested, to the parties at the following addresses (or at such other address as a party shall have previously specified by notice to the others as the address to which notice shall be given to him):

A. If to the Company, to it in care of the Operating Managers at the address of the Company.

B. If to the Operating Managers, to them at the address of the Company.

C. If to any Member, to him at his address set forth on the books and records of the Company.

SECTION 13.2. This Agreement contains a complete statement of all of the arrangements among the parties with respect to the Company and cannot be changed or terminated orally or in any manner other than by a written agreement executed by all of the Members. There are no representations, agreements, arrangements or understandings, oral or written, between or among the parties relating to the subject matter of this Agreement which are not fully expressed in this Agreement.

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SECTION 13.3. This Agreement shall be construed without regard to any presumption or other rule requiring construction against the party causing this Agreement to be drafted.

SECTION 13.4. This Agreement is intended to be performed in accordance with, and only to the extent permitted by, all applicable laws, ordinances, rules and regulations of the jurisdiction in which the Company does business. If any provision of this Agreement, or the application thereof to any person or circumstance, shall for any reason and to any extent, be invalid or unenforceable, the remainder of this Agreement and the application of that provision to other persons or circumstances shall not be affected but rather shall be enforced to the extent permitted by law. Any action to enforce this Agreement may be brought in the Court of Chancery.

SECTION 13.5. Anything hereinbefore in this Agreement to the contrary notwithstanding, all references to the property of the Company are deemed to include the profits, losses and Cash Flow of the property.

SECTION 13.6. Irrespective of the place of execution or performance, this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be performed in the State of Delaware.

SECTION 13.7. The captions, headings and table of contents in this Agreement are solely for convenience of reference and shall not affect its interpretation.

SECTION 13.8. This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which shall be deemed to constitute a single document.

SECTION 13.9. Whenever the context so requires, the male gender when used herein shall be deemed to include the female gender, the female gender shall be deemed to include the male gender, the singular shall be deemed to include the plural and the plural shall be deemed to include the singular.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the day and year first above written.

VNU Marketing Information, Inc.
By:	/s/ Frederick A. Steinmann
	Frederick A. Steinmann
	Vice President
Name:
Member:
Name:
Member:

16

SCHEDULE A

In alphabetical order, list name of Member, Membership Interest, address, social security number, and amount of capital contribution:

VNU Marketing Information, Inc.	100%
Name of Member	Membership Percentage Interest
770 Broadway	New York, New York 10003
Street Address	City, State and Zip code
13-3836156	Frederick A. Steinmann, Vice President
Taxpayer I.D. Number	Name of Principal if Entity
Capital Contribution
Name of Member	Membership Percentage Interest
Street Address	City, State and Zip code
Taxpayer I.D. Number	Name of Principal if Entity
Capital Contribution

17

SCHEDULE B

The following management decisions shall require the consent of greater than a majority of the Membership interests:

Decision	Required Membership Interest
______________________________________	______________________________________
______________________________________
______________________________________	______________________________________
______________________________________
______________________________________	______________________________________
______________________________________

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SCHEDULE C

The Membership interest required to call a meeting of Members shall be:

100 (One Hundred) Percent

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EX-3.72

Exhibit 3.72

CERTIFICATE OF INCORPORATION

OF

CONCENTRICS, INC.

ARTICLE I

The name of the Corporation is: Concentrics, Inc.

ARTICLE II

The address of its registered office in the State of Delaware is 229 South State Street, Dover County of Kent. The name of its registered agent is the Prentice-Hall Corporation System, Inc.

ARTICLE III

The nature of the business to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE IV

The amount of the total authorized capital stock of the corporation is 10,000 shares of Common Stock having a par value of $0.01 per share.

ARTICLE V

Any and all right, title, interest and claim in or to any dividends declared by the corporation, whether in cash, stock, or otherwise, which are unclaimed by stockholder entitled thereto for a period of six years after the close of business on the payment date, shall be and is deemed to be extinguished and abandoned: and such unclaimed dividends in the possession of the corporation, its transfer agents or other agents or depositories shall at such time become the absolute property of the corporation, free and clear of any and all claims of any persons whatsoever.

ARTICLE VI

In furtherance and not in limitation of the power conferred by statute, the Board of Directors is expressly authorized to make, alter, amend or repeal the bylaws of the corporation.

ARTICLE VII

A director of the corporation shall not in the absence of fraud be disqualified by his office from dealing or contracting with the corporation either as a vendor, purchaser or otherwise, nor in the absence of fraud shall a director of the corporation be liable to account to the corporation for any profit realized by him from or through any transaction or contract of the corporation by reason of the fact that he, or any firm of which he is a member or any corporation of which he is an officer, director or stockholder, was interested in such transaction or contract if such transaction or contract has been authorized, approved or ratified in the manner provided in the General Corporation Law of Delaware for authorization approval or ratification of transactions or contracts between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association or organization in which one or more of its directors or officers are directors or officers, or have a financial interest.

ARTICLE VIII

Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be,

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agree to any compromise or arrangement and to any reorganization of this corporation as consequence or such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation as the case may be, and also on this corporation.

ARTICLE IX

The corporation may indemnify its officers and directors to the full extent permitted by the Delaware General Corporation Law.

ARTICLE X

The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by paragraph (7) of subsection (b) of Section 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, or any corresponding provision of the General Corporation Law of the State of Delaware.

ARTICLE XI

Elections of directors need not be by written ballot unless the bylaws of the corporation so provide.

ARTICLE XII

The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statue, and all rights conferred upon stockholders herein are granted subject to this reservation.

ARTICLE XIII

The name and mailing address of the incorporator is as follows:

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NAME	MAILING ADDRESS
Sharon C. Stahl	Suite 1600, 525 W. Monroe Street
	Chicago, Illinois 60606

IN WITNESS WHEREOF, I have signed this Certificate of Incorporation this 10^th day of April, 1988.

/s/ Sharon C. Stahl

Sharon C. Stahl

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CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

CONCENTRICS, INC.

Pursuant to Section 241 of the General

Corporation Law of the State of Delaware

CONCENTRICS, INC., a Delaware corporation (the “Corporation”) does hereby certify as follows:

FIRST: That the Certificate of Incorporation of the Corporation is hereby amended by changing Article I thereof so that, as amended, said Article shall read as follows:

“Article I The name of the corporation is: Spectra Marketing Systems, Inc.”

SECOND: That the Corporation has not received payment for any stock.

THIRD: That the foregoing amendment was duly adopted in accordance with the provisions of Section 241 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, I have signed this Certificate of Incorporation this 12^th day of April, 1988.

By:	/s/ Sharon C. Stahl,
	Sharon C. Stahl, Incorporator

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 05:00 PM 11/05/1990

903095315 – 2157822

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

Spectra Marketing Systems, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That by a written consent by the board of Directors of Spectra Marketing Systems, Inc., pursuant to Section 141(f) of the General Corporation Law of the state of Delaware, the following resolution was duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “IV” so that, as amended, said Article shall be and read as follows:

“Article IV. The amount of the total authorized capital stock of the corporation is 12,000 shares of Common Stock having a par value of $0.01 per share.”

SECOND: That thereafter, pursuant to the resolution of its Board of Directors, the stockholders of said corporation duly adopted by written consent the proposed amendment in accordance with Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said Spectra Marketing Systems, Inc. has caused this certificate to be signed by Thomas E. Dailey, its President, and Stephen Morris, its Secretary, this 30 day of October, 1990.

BY:	/s/ Thomas E. Dailey
	President
ATTEST:	/s/ Stephen Morris
	Secretary

CERTIFICATE OF CHANGE OF LOCATION OF

REGISTERED OFFICE AND/OR REGISTERED AGENT

OF

SPECTRA MARKETING SYSTEMS, INC.

The Board of Directors of SPECTRA MARKETING SYSTEMS, INC., corporation of Delaware, on this 30^th day of September A.D. 1997 do hereby resolve and order that the location of the Registered Office of this Corporation within this State be, and the same hereby is 9 East Loockerman Street, in the City of Dover, County of Kent, Zip Code 19901.

The name of the Registered Agent therein and in charge thereof upon whom process against this corporation may be served, is National Corporate Research, Ltd.

The SPECTRA MARKETING SYSTEMS, INC., a Corporation of Delaware, does hereby certify that the foregoing is a true copy of a resolution adopted by the Board of Directors at a meeting held as herein stated.

IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by its Secretary, the 30^th Day of September, A.D. 1997.

/s/ James A. Rose
Name:	James A. Ross
Title:	Secretary

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 02:00 PM 10/01/1997

971331085 – 2157822

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 04:30 PM 12/11/1998

981489316 – 2157822

CERTIFICATE OF MERGER

OF MARKET METRICS, INC.

INTO SPECTRA MARKETING SYSTEMS, INC.

The undersigned corporation organized and existing under and by virtue of the General Corporation Law of Delaware, DOES HEREBY CERTIFY:

FIRST: That the name and state of incorporation of each of the constituent corporations of the merger is as follows:

NAME	STATE OF INCORPORATION
Spectra Marketing Systems, Inc.	Delaware
Market Metrics, Inc.	Delaware

SECOND: That an agreement of merger between parties to the merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of section 251 of the General Corporation Law of Delaware.

THIRD: That the name of the surviving corporation of the merger is Spectra Marketing Systems, Inc.

FOURTH: That the Certificate of Incorporation of Spectra Marketing Systems, Inc., a Delaware corporation which will survive the merger, shall be the Certificate of Incorporation of the surviving corporation.

FIFTH: That the executed Agreement of Merger is on file at the principal place of business of the surviving corporations, the address of which is Spectra Marketing Systems, Inc., c/o VNU USA, INC., attn: Legal Department, 1515 Broadway, 15^th Floor, New York, NY 10036.

SIXTH: That a copy of the Agreement of Merger will be furnished by the surviving corporation, on request and without cost, to any stockholder of any constituent corporation.

SEVENTH: That this Certificate of Merger shall be effective on December 31, 1998.

Dated, December 15, 1998

SPECTRA MARKETING SYSTEMS, INC.		ATTEST:
by:	/s/ John P. Larkin,	by:	/s/ James A. Ross,
	John P. Larkin, President		James A. Ross, Secretary

EX-3.73

Exhibit 3.73

BYLAWS

OF

SPECTRA MARKETING SYSTEMS, INC.

BY-LAWS

ARTICLE I

OFFICES

Section 1.1. Registered Office. The registered office shall be in the City of Dover, County of Kent, State of Delaware.

Section 1.2. Other Offices. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 2.1. Place of Meeting. All meetings of the stockholders for the election of directors shall be held at such place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.2. Time of Annual Meeting and Vote Required to Elect Directors. Annual meetings of stockholders shall be held on the third Monday in March, if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00 A.M., or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote directors to succeed those whose terms then expire and transact such other business as may properly be brought before the meeting.

Section 2.3. Notice of Annual Meetings. Written or printed notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting.

Section 2.4. Voting Lists. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 2.5. Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the chairman of the board or the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

Section 2.6. Notice of Special Meetings. Written or printed notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting.

Section 2.7. Business to be Transacted at Special Meetings. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 2.8. Quorum and Adjournments. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented.

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At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 2.9. Vote Required. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.

Section 2.10. Voting Rights. Each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three (3) years from its date, unless the proxy provides for a longer period.

Section 2.11. Informal Action. Any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

Section 3.1. Number, Classification, and Term of Office. The number of directors which shall constitute the whole board shall not be less than one (1) nor more than fifteen (15). The first board shall consist of three (3) directors. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the board of directors or by the

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stockholders at the annual meeting. The director shall be elected for a term expiring at the next annual meeting or thereafter when his successor is elected and qualified.

Section 3.2. Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next election of directors, and until their successors shall be elected and qualified. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent (10%) of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

Section 3.3. General Powers. The business of the corporation shall be managed by or under the direction of its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

MEETINGS OF THE BOARD OF DIRECTORS

Section 3.4. Place of Meetings. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 3.5. Regular Meetings. A regular meeting of the board of directors shall be held without other notice than this by-law, immediately after, and at the same place as, the annual meeting of stockholders. The board of directors may provide, by resolution, the time and place, either within or without the State of Delaware, for the holding of additional regular meetings without other notice than such resolution.

Section 3.6. Special Meetings. Special meetings of the board may be called by the chairman of the board or by the president on three (3) days’ notice to each director, either personally or by mail or by telegram, mailgram, telex, or telecopier;

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special meetings shall be called by the president or secretary in like manner and on like notice on the written request of any one of the directors.

Section 3.7. Quorum. At all meetings of the board, a majority of directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 3.8. Resignations. Any director of the corporation may resign at any time by giving written notice to the board of directors, the chairman of the board, the president, or the secretary of the corporation. Such resignation shall take effect at the time specified therein and, unless tendered to take effect upon acceptance thereof, the acceptance of such resignation shall not be necessary to make it effective.

Section 3.9. Informal Action. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

Section 3.10. Participation by Conference Telephone. Unless otherwise restricted by the Certificate of Incorporation or these by-laws, members of the board of directors, or any committee designated by such board, may participate in a meeting of such board, or committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this subsection shall constitute presence in person at such meeting.

Section 3.11. Presumption of Assent. A director of the corporation who is present at a meeting of the board of directors at which action on any corporate matter is taken shall be conclusively presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the

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secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

COMMITTEES OF DIRECTORS

Section 3.12. Appointment and Powers. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease, or exchange of all or substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.

Section 3.13. Committee Minutes. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

Section 3.14. Compensation. The board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and

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receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

ARTICLE IV

NOTICES

Section 4.1. Manner of Notice. Whenever, under the provisions of the statutes or of the Certificate of Incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram, mailgram, telex or telecopier.

Section 4.2. Waiver. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V

OFFICERS

Section 5.1. Number and Qualifications. The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice-president, a secretary and a treasurer. The board of directors may also choose a chairman of the board, additional vice-presidents, and one or more assistant secretaries and assistant treasurers. The chairman of the board, if one is chosen, shall be chosen from among the members of the board, but membership on the board shall not be a prerequisite to the holding of any other office. Any number of offices may be held by the same person, unless the Certificate of Incorporation or these bylaws otherwise provide.

Section 5.2. Election. The board of directors at its first meeting after each annual meeting of stockholders shall elect a president, one or more vice-presidents (one of whom may be chosen

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vice-president), a secretary and a treasurer, and may choose a chairman of the board and one or more assistant secretaries and assistant treasurers.

Section 5.3. Other Officers and Agents. The board of directors may choose such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

Section 5.4. Salaries. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 5.5. Term of Office. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

Section 5.6. The Chief Executive Officer. The board of directors may designate whether the chairman of the board, if one shall have been chosen, or the president shall be the chief executive officer of the corporation. If a chairman of the board has not been chosen, or if one has been chosen but not designated chief executive officer, then the president shall be the chief executive officer of the corporation. The chief executive officer shall be the principal executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation, unless otherwise provided by the board of directors. He shall preside at all meetings of the stockholders and of the board of directors and shall see that orders and resolutions of the board of directors are carried into effect. He may sign bonds, mortgages, certificates for shares and all other contracts and documents whether or not under the seal of the corporation except in cases where the signing and execution thereof shall be expressly delegated by law, by the board of directors or by these by-laws to some other officer or agent of the corporation. He shall have general powers of supervision and shall be the final arbiter of all differences between officers of the corporation and his decision as to any matter affecting the corporation shall be final and binding as between the officers of the corporation subject only to its board of directors.

Section 5.7. The President. In the absence of the chief executive officer or in the event of his inability or refusal to act, if the chairman of the board has been designated chief

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executive officer, the president shall perform the duties of the chief executive officer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the chief executive officer. At all other times the president shall have the active management of the business of the corporation under the general supervision of the chief executive officer. He shall have concurrent power with the chief executive officer to sign bonds, mortgages, certificates for shares and other contracts and documents, whether or not under the seal of the corporation except in cases where the signing and execution thereof shall be expressly delegated by law, by the board of directors, or by these by-laws to some other officer or agent of the corporation. In general, he shall perform all duties incident to the office of president and such other duties as the chief executive officer or the board of directors may from time to time prescribe.

Section 5.8. The Chairman of the Board. If the chairman of the board has not been designated chief executive officer, he shall perform such duties as may be assigned to him by the chief executive officer or by the board of directors.

Section 5.9. The Vice-Presidents. In the absence of the president or in the event of his inability or refusal to act, the vice-president (or in the event there be more than one vice-president, the executive vice-president and then the other vice-president or vice-presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-presidents shall perform such other duties and have such other powers as the chief executive officer or the board of directors may from time to time prescribe.

Section 5.10. The Secretary. The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or the chief executive officer, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary.

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The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

Section 5.11. The Assistant Secretary. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election), shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the chief executive officer or the board of directors may from time to time prescribe.

Section 5.12. The Treasurer. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation. If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six [6] years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

Section 5.13. The Assistant Treasurer. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election), shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the chief executive officer or the board of directors may from time to time prescribe.

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ARTICLE VI

CERTIFICATES OF STOCK, TRANSFERS, AND RECORD DATES

Section 6.1. Form of Certificates. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the chairman of the board of directors, or the president or a vice-president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation, certifying the number of shares owned by him in the corporation. If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designation, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 6.2. Facsimile Signatures. Where a certificate is countersigned (1) by a transfer agent other than the corporation or its employee, or, (2) by a registrar other than the corporation or its employee, any other signature on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

Section 6.3. Lost Certificates. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition

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precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnifying against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 6.4. Transfers of Stock. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 6.5. Fixing Record Date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

Section 6.6. Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII

GENERAL PROVISIONS

Section 7.1. Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of

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incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

Section 7.2. Checks. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

Section 7.3. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

Section 7.4. Seal. The corporate seal shall have inscribed thereon the name of the corporation and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 7.5. Stock in Other Corporations. Shares of any other corporation which may from time to time be held by this corporation may be represented and voted at any meeting of shareholders of such corporation by the chairman of the board, the president or a vice-president, or by any proxy appointed in writing by the chairman of the board, the president or a vice-president of the corporation, or by any other person or persons thereunto authorized by the board of directors. Shares represented by certificates standing in the name of the corporation may be endorsed for sale or transfer in the name of the corporation by the chairman of the board, the president or any vice-president or by any other officer or officers thereunto authorized by the board of directors. Shares belonging to the corporation need not stand in the name of the corporation, but may be held for the benefit of the corporation in the individual name of the treasurer or of any other nominee designated for the purpose of the board of directors.

Section 7.6. Indemnification of Directors, Officers, Etc. The corporation shall indemnify every person who was or is a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative

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or an action by or in the right of the corporation, by reason of having been a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation, against expenses (including attorneys’ fees), judgements, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, if, in each and every case, the board of directors shall have determined that such person has met the applicable standard of conduct set forth in the Delaware Corporation Law.

ARTICLE VIII

AMENDMENTS

These Bylaws may be altered, amended or repealed or new Bylaws may be adopted by the stockholders or by the board of directors at any regular meeting of the board of directors or of the stockholders or at any special meeting of the board of directors or of the stockholders, if notice of such alternation, amendment, repeal or adoption of new Bylaws be contained in the notice of such special meeting of the stockholders or the board of directors.

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EX-3.74

Exhibit 3.74

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 01/18/1996

960016404 - 2109995

RESTATED CERTIFICATE OF INCORPORATION

OF

VNU ADVERTISING EXPENDITURE CORP.

It is hereby certified that:

1. The present name of the corporation (hereinafter called the “corporation”) is VNU ADVERTISING EXPENDITURE CORP. The name under which the corporation was originally incorporated is VNU ACQUISITION, INC. and the date of filing the original certificate of incorporation of the corporation with the Secretary of State of the State of Delaware is December 8, 1986.

2. The provisions of the certificate of incorporation of the corporation as heretofore amended and/or supplemented, are hereby restated and integrated into the single instrument which is hereinafter set forth, and which is entitled Restated Certificate of Incorporation of VNU ADVERTISING EXPENDITURE CORP., without further amendment and without any discrepancy between the provisions of the certificate of incorporation as heretofore amended and supplemented and the provisions of the said single instrument hereinafter set forth.

3. The Board of Directors of the corporation has duly adopted this Restated Certificate of Incorporation pursuant to the provisions of Section 245 of the General Corporation Law of the State of Delaware in the form set forth as follows:

“RESTATED CERTIFICATE OF INCORPORATION

OF

VNU ADVERTISING EXPENDITURE CORP.

(a Delaware corporation)

FIRST: The name of the Corporation is VNU ADVERTISING EXPENDITURE CORP.

SECOND: The address of the Corporation’s registered office is 1013 Centre Road, City of Wilmington, County of New Castle, State of Delaware 19805, and the name of its registered agent thereat is The Prentice-Hall Corporation System, Inc.

THIRD: The purpose of the Corporation is to engage in any lawful or activity for which a corporation may be organized under the General Corporation Law of Delaware.

FOURTH: The total number of shares of stock which the Corporation shall have authority to issue 75,000 shares of common stock of the par value of $1.00 per share.

FIFTH: The name and mailing address of the incorporator is Mark L. Walker, c/o Hughes Hubbard & Reed, One Wall Street, New York, New York 10005.

SIXTH: The Board of Directors is expressly authorized to make, alter, amend or repeal the By-Laws of the Corporation.”

IN WITNESS WHEREOF, I have subscribed this document on the date set forth below and do hereby affirm, under the penalties of perjury, that the statements contained therein have been examined by me and are true and correct.

Date: January 17, 1995

VNU ADVERTISING EXPENDITURE CORP.
By:	/s/ Mari Jo Florio
	Mari Jo Florio Secretary

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 02:00 PM 10/01/1997

971331109 - 2109995

CERTIFICATE OF CHANGE OF LOCATION OF

REGISTERED OFFICE AND/OR REGISTERED AGENT

OF

VNU ADVERTISING EXPENDITURE CORP

The Board of Directors of VNU ADVERTISING EXPENDITURE CORP corporation of Delaware, on this 30^th day of September, A.D. 1997, do hereby resolve and order that the location of the Registered Office of this Corporation within this State be, and the same hereby is 9 East Loockerman Street, in the City of Dover, County of Kent, Zip Code 19901.

The name of the Registered Agent therein and in charge thereof upon whom process against this corporation may be serviced, is National Corporate Research, Ltd.

The VNU ADVERTISING EXPENDITURE CORP., a Corporation of Delaware, does hereby certify that the foregoing is a true copy of a resolution adopted by the Board of Directors at a meeting held as herein stated.

IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by its Secretary, the 30^th day of September, A.D. 1997.

	/s/ James A. Ross
Name:	James A. Ross
Title:	Secretary

STATE of DELAWARE

CERTIFICATE of AMENDMENT of

CERTIFICATE of INCORPORATION

• First: That at a meeting of the Board of Directors of VNU ADVERTISING EXPENDITURE CORP. resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

Resolved, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “FIRST” so that, as amended, said Article shall be read as follows:

“The name of the Corporation is SRDS, Inc.”

• Second: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

• Third: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

• Fourth: That the capital of said corporation shall not be reduced under or by reason of said amendment.

BY:	/s/ Frederick A. Steinmann
	(Authorized Officer)
NAME:	Frederick A. Steinmann, V.P.
	(Type or Print)

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 12:00 PM 12/12/2000

001621062 - 2109995

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 12:00PM 11/15/2001

010578641 - 2109995

STATE of DELAWARE

CERTIFICATE of AMENDMENT of

CERTIFICATE of INCORPORATION

• First: That a meeting of the Board of Directors of SRDS, Inc. resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

Resolved, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “FIRST” so that, as amended, said Article shall be and read as follows:

“The name of the Corporation is Standard Rate and Data Service, Inc.”

• Second: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of share as required by statute were voted in favor of the amendment.

• Third: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

• Fourth: That the capital of said corporation shall not be reduced under or by reason of said amendment.

BY:	/s/ Frederick A. Steinmann
	(Authorized Officer)
NAME:	Frederick A. Steinmann, V.P.
	(Type or Print)

STATE of DELAWARE

CERTIFICATE of AMENDMENT of

CERTIFICATE of INCORPORATION

• First: That a meeting of the Board of Directors of Standard Rate and Data Service, Inc. resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

• Resolved, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “First” so that, as amended, said Article shall be and read as follows:

“The name of the Corporation is SRDS, Inc.”

• Second: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of share as required by statute were voted in favor of the amendment.

• Third: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

• Fourth: That the capital of said corporation shall not be reduced under or by reason of said amendment.

BY:	/s/ Frederick A. Steinmann
	(Authorized Officer)
NAME:	Frederick A. Steinmann, V.P.
	(Type or Print)

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 05:00 PM 02/27/2002

020145610 - 2109995

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 04:00 PM 03/28/2003

030209240 - 2109995

CERTIFICATE OF OWNERSHIP

MERGING

VNU/SPECTRA MANAGEMENT CORP.

INTO

SRDS, INC.

(Pursuant to Section 253 of the General Corporation Law of Delaware)

SRDS, Inc., a corporation incorporated on the 8^th day of December 1986 pursuant to the provisions of the General Corporation Law of the State of Delaware;

DOES HEREBY CERTIFY that this corporation owns 100% of the capital stock of VNU/Spectra Management Corp., a corporation incorporated on the 5^th day of February, 1997, pursuant to the provisions of the General Corporation Law of the State of Delaware, and that this corporation, by a resolution of its Board of Directors duly adopted at a meeting held on the 26^th day of March 2003, determined to and did merge into itself said VNU/Spectra Management Corp., which resolution is in the following words to wit:

WHEREAS this corporation desires to merge into itself the said VNU/Spectra Management Corp., and to be possessed of all the estate, property, rights, privileges and franchises of said corporation,

NOW, THEREFORE, BE IT RESOLVED, that this corporation merge into itself said VNU/Spectra Management Corp. and assumes all of its liabilities and obligations, and

FURTHER RESOLVED, that said merger shall be effective as of April 1, 2003; and

FURTHER RESOLVED, that an authorized officer of this corporation be and he/she hereby is directed to make and execute a certificate of ownership setting forth a copy of the resolution to merge said VNU/Spectra Management Corp. and assume its liabilities and obligations, and the date of adoption thereof, and to file the same in the office of the Secretary of State of Delaware, and a certified copy thereof in the office of the Recorder of Deeds of Kent County; and

FURTHER RESOLVED, that the officers of this corporation be and they hereby are authorized and directed to do all acts and things whatsoever, whether within or without the State of Delaware; which may be in any way necessary or proper to effect said merger.

IN WITNESS WHEREOF, said SRDS, Inc. has caused its corporate seal to be affixed to this certificate to be signed by Frederick A. Steinmann, an authorized officer this 27^th day of March 2003.

/s/ Frederick A. Steinmann

Frederick A. Steinmann

Vice President

EX-3.75

Exhibit 3.75

[as amended June 15, 1987]

BY-LAWS

OF

HAYDEN PUBLISHING COMPANY, INC.

(a Delaware corporation)

ARTICLE I

STOCKHOLDERS

Section 1.01 Annual Meeting. The annual meeting of the stockholders, for the purpose of electing directors and transacting such other business as may come before it, shall be held on such date and at such time and place, either within or without the State of Delaware, as may be specified by the Board of Directors.

Section 1.02 Special Meetings. Special meetings of the stockholders for any purpose or purposes may be called at any time by the Chairman of the Board, if any, by the President or by the Board of Directors. At a special meeting of the stockholders, no business shall be transacted which is not related to the purpose or purposes stated in the notice of meeting.

Any special meeting of the stockholders shall be held on such date and at such time and place, either within or without the State of Delaware, as may be specified by the person or persons calling the meeting.

Section 1.03 Notice of Meetings. Written notice of each stockholders’ meeting, stating the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes thereof, shall be given to each stockholder entitled to vote at the meeting not less than ten nor more than sixty days before the date of the meeting.

Section 1.04 Quorum. Except as otherwise provided in the certificate of incorporation or by-law, at any meeting of the stockholders a majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum.

Section 1.05 Conduct of Meetings. The chief executive officer shall preside at any meeting of the stockholders. In such person’s absence, such other person as shall have been designated by the chief executive officer or the Board of Directors shall preside. The order of business at any meeting shall be as determined by the presiding officer.

The presiding officer shall have the power to prescribe such rules, regulations and procedures and to do all such things as in his judgment may be necessary or desirable for the proper conduct of the meeting, including, without limitation, the establishment of procedures for the maintenance of order and safety, limitations on the time allotted to questions or comments, restrictions on entry to the meeting after the time scheduled for the commencement thereof and the opening and closing of the voting polls.

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If present, the Secretary shall act as secretary of any meeting of the stockholders. In the Secretary’s absence, such other person as the presiding officer shall designate shall act as secretary of the meeting.

It shall be the duty of the Secretary to prepare and make, at least ten days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 1.06 Voting. Except as otherwise provided in the certificate of incorporation or by-law, (i) every holder of capital stock which is entitled to vote shall be entitled to one vote for each share of such stock registered in the name of such stockholder, (ii) directors shall be elected by a plurality of the votes cast at the meeting by the holders of

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shares entitled to vote for the election of directors, and (iii) any other corporate action shall be authorized by a majority of the votes cast at the meeting by the holders of shares entitled to vote thereon.

Section 1.07 Stockholder Action Without a Meeting. Except as otherwise provided in the certificate of incorporation, whenever the stockholders are required or permitted to take any action at any annual or special meeting, such action may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

Section 1.08 Record Date. For the purpose of determining the stockholders entitled to notice of or to vote at any meeting of the stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action.

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ARTICLE II

BOARD OF DIRECTORS

Section 2.01 Number. Except as otherwise provided in the certificate of incorporation, the number of directors shall be the number fixed from time to time by the Board or by the stockholders. The Board shall consist of three members until such number is changed as herein provided.

Section 2.02 Election and Term. At each annual meeting of the stockholders, directors shall be elected to hold office until their successors are elected and qualified or until their earlier resignation or removal.

Section 2.03 Meetings of the Board. Regular meetings of the Board of Directors shall be held at such times and places as the Board shall determine. Special meetings of the Board shall be held whenever called by the Chairman of the Board, if any, by the President or by a majority of the directors in office at the time.

Section 2.04 Notice of Meetings. No notice need be given of any regular meeting of the Board of Directors or of any adjourned meeting of the Board. Nor need notice be given to any director who signs a written waiver thereof or who attends the meeting without protesting the lack of notice. Notices need not state the purpose of the meeting.

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Notice of each special meeting of the Board shall be given to each director either by first class mail, by telegram, telex, cable or like transmission, personal written delivery or telephone at least one day before the meeting. Any notice given by telephone shall be immediately confirmed by telegram, telex, cable or like transmission. Notices are deemed to have been given: by mail, when deposited in the mail with postage prepaid; by telegram, telex, cable or like transmission, at the time of sending; and by personal delivery or telephone, at the time of delivery. Written notices shall be sent to a director at the address designated by him for that purpose, or, if none has been so designated, at his last known residence or business.

Section 2.05 Quorum and Vote of Directors. Except as otherwise provided in the certificate of incorporation or by-law, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business or of any specified item of business and the vote of a majority of the directors present at a meeting at the time of such vote, if a quorum is then present, shall be the act of the Board.

Section 2.06 Conduct of Meetings. The Chairman of the Board, if any, shall preside at any meeting of the Board of Directors. In the absence of the Chairman of the Board, a chairman of the meeting shall be elected from the directors present. If present, the Secretary shall act as secretary of any meeting of the Board. In the absence of the Secretary, the chairman of the meeting may appoint any person to act as secretary of the meeting.

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Section 2.07 Resignations of Directors. Any director of the Corporation may resign at any time by giving written notice to the Board of Directors or to the Secretary of the Corporation. Such resignation shall take effect at the time specified therein or, if such time is not specified therein, then upon receipt thereof; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 2.08 Removal of Directors. Except as otherwise provided in the certificate of incorporation or by-law, any director or the entire Board of Directors may be removed, with or without cause, at any time by the holders of a majority of the shares then entitled to vote at an election of directors.

Section 2.09 New1y Created Directorships and Vacancies. Except as otherwise provided in the certificate of incorporation or by-law, newly created directorships resulting from an increase in the number of directors and vacancies occurring in the Board of Directors for any reason including the removal of directors without cause may be filled by the affirmative vote of a majority of the directors then in office, although less than a quorum exists, or by a sole remaining director.

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Section 2.10 Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation.

The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member.

Any such committee, to the extent provided in the resolution of the Board but subject to the limitation of Section 141(c) of the Delaware General Corporation Law, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it.

The provisions of Section 2.04 for notice of meetings of the Board shall apply also to meetings of committees, unless different notice procedures shall be prescribed by the Board.

Each such committee shall serve at the pleasure of the Board. It shall keep minutes of its meetings and report the same to the Board and shall observe such other procedures as are prescribed by the Board.

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Section 2.11 Compensation of Directors. Each director shall be entitled to receive as compensation for his services as director or committee member or for attendance at meetings of the Board of Directors or committees, or both, such amounts (if any) as shall be fixed from time to time by the Board. Each director shall be entitled to reimbursement for reasonable traveling expenses incurred by him in attending any such meeting. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 2.12 Telephonic Meetings. Any one or more members of the Board of Directors or any committee thereof may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

Section 2.13 Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board or the committee consent thereto in writing and the writing or writings are filed with the minutes of proceedings of the Board or committee.

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ARTICLE III

OFFICERS

Section 3.01 Officers. The officers of the Corporation shall include a President, a Treasurer and a Secretary and may also include a Chief Executive Officer, a Chairman of the Board, a Vice Chairman of the Board, one or more Vice Presidents (who may be further classified by such descriptions as “executive,” “senior” or “group” as determined by the Board of Directors), a Controller, Assistant Vice Presidents, Assistant Treasurers, Assistant Secretaries, Assistant Controllers and other officers and agents, as the Board of Directors may deem necessary or desirable.

Each officer shall have such authority and perform such duties, in addition to those specified in these By-Laws, as may be prescribed by the Board from time to time. The Board may from time to time authorize any officer to appoint and remove any other officer or agent and to prescribe such person’s authority and duties. Any person may hold at one time two or more offices.

Section 3.02. Term of Office, Resignation and Removal. Each officer shall hold office for the term for which elected or appointed by the Board of Directors, and until the person’s successor has been elected or appointed and qualified or until his earlier resignation or removal.

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Any officer may resign at any time by giving written notice to the Board or to the Secretary of the Corporation. Such resignation shall take effect at the time specified therein or, if such time is not specified therein, then upon receipt thereof; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Any officer may be removed by the Board, with or without cause. The election or appointment of an officer shall not of itself create contract rights.

Section 3.03 Chairman of the Board. The Chairman of the Board shall be a member of the Board of Directors. The Chairman of the Board shall preside at all meetings of the stockholders and the Board of Directors.

Section 3.03.1 Chief Executive Officer. The Chief Executive Officer of the Corporation shall have such powers, duties and responsibilities as the Board of Directors may prescribe from time to time.

Section 3.04 President. The President shall be responsible for the day-to-day management of the business and affairs of the Corporation and shall enjoy all other powers commonly incident to the office.

Section 3.05 Vice President. Each of the Vice Presidents shall have such authority and perform such duties as may be prescribed from time to time.

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Section 3.06 Treasurer and Assistant Treasurers. The Treasurer shall have the care and custody of all funds and securities of the Corporation, keep accounts of receipts and disbursements and of deposit or custody of moneys and other valuables and enjoy all powers commonly incident to the office.

In the case of the absence or inability to act of the Treasurer, any Assistant Treasurer may act in the Treasurer’s place.

Section 3.07 Secretary and Assistant Secretaries. The Secretary shall keep the minutes of the meetings of the stockholders and the Board of Directors and give notice of such meetings, have custody of the corporate seal and affix and attest such seal to any instrument to be executed under seal and enjoy all powers commonly incident to the office.

In the case of the absence or inability to act of the Secretary, any Assistant Secretary may act in the Secretary’s place.

Section 3.08 Controller and Assistant Controllers. The Controller shall have control of all books of account of the Corporation (other than those to be kept by the Treasurer), render accounts of the financial condition of the Corporation and enjoy all powers commonly incident to the office.

In the absence or inability to act of the Controller, any Assistant Controller may act in the Controller’s place.

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Section 3.09 Compensation. Compensation of officers, agents and employees of the Corporation shall be fixed from time to time by, or under the authority of, the Board of Directors.

ARTICLE IV

CAPITAL STOCK

Section 4.01 Form of Certificates. Unless otherwise provided by resolution of the Board of Directors, the shares of stock of the Corporation shall be represented by certificates which shall be in such form as is prescribed by law and approved by the Board.

Section 4.02 Transfer of Shares. Transfers of shares of stock of the Corporation shall be registered on its records maintained for such purpose (i) upon surrender to the Corporation or a transfer agent of a certificate or certificates representing the shares requested to be transferred, with proper endorsement on the certificate or certificates or on a separate accompanying document, together with such evidence of the payment of transfer taxes and compliance with other provisions of law as the Corporation or its transfer agent may require or (ii) if shares are not represented by certificates, upon compliance with such transfer procedures as may be approved by the Board or prescribed by applicable law.

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The Corporation shall be entitled to treat the holder of record of any share as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not it shall have express or other notice thereof, except as expressly provided by law.

Section 4.03 Regulations. The Board of Directors shall have authority to make such rules and regulations as it may deem expedient concerning the issue, transfer and registration of shares of stock of the Corporation, including without limitation such rules and regulations as may be deemed expedient concerning the issue of certificates in lieu of certificates claimed to have been lost, destroyed, stolen or mutilated.

ARTICLE V

GENERAL PROVISIONS

Section 5.01. Corporate Seal. The Board of Directors may adopt a corporate seal, alter such seal at its pleasure, and authorize it to be used by causing it or a facsimile to be affixed or impressed or reproduced in any other manner.

Section 5.02 Fiscal Year. The fiscal year of the Corporation shall be such period as may be fixed by the Board of Directors from time to time.

Section 5.03 Indemnification. The Corporation shall indemnify each director and officer of the Corporation, and

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each person serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, to the fullest extent permitted by the laws of Delaware, as from time to time in effect. The Corporation may, if and to the extent authorized by the Board of Directors of the Corporation in a specific case, indemnify employees or agents of the Corporation in the same manner and to the same extent. The indemnification obligations set forth herein shall inure to the benefit of heirs, executors, administrators and personal representatives of those entitled to indemnification and shall be binding upon any successor to the Corporation to the fullest extent permitted by the laws of Delaware, as from time to time in effect. The foregoing shall not be construed to limit the powers of the Board to provide any other rights to indemnify which it may deem appropriate. The Corporation shall indemnify to the full extent authorized or permitted by law any person made, or threatened to be made, a party to any action or proceeding (whether civil or criminal or otherwise) by reason of the fact that he, his testator or intestate, is or was a director or officer of the Corporation or, at the request of the Corporation, is or was serving any other Corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, in any capacity. Nothing contained herein shall affect any rights to indemnification to which employees other than directors and officers may be entitled by law.

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The Corporation shall have the power to purchase and maintain insurance to indemnify (a) itself for any obligation which it incurs as a result of the indemnification of directors and officers and (b) directors and officers in all instances, whether or not such indemnification is otherwise provided for by law or the foregoing provisions of this Section 5.03, subject to any specific limitations of law.

Section 5.04 Voting Upon Stocks. Unless otherwise ordered by the Board of Directors, the chief executive officer of the Corporation, or any other officer of the Corporation designated by the chief executive officer of the Corporation, shall have full power and authority on behalf of the Corporation to attend and to act and to vote in person or by proxy at any meeting of the holders of securities of any corporation in which the Corporation may own or hold stock or other securities, and at any such meeting shall possess and may exercise in person or by proxy any and all rights, powers and privileges incident to the ownership of such stock or other securities which the Corporation, as the owner or holder thereof, might have possessed and exercised if present. The chief executive officer of the Corporation, or any other officer of the Corporation designated by the chief executive officer of the Corporation, may also execute and deliver on

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behalf of the Corporation powers of attorney, proxies, waivers of notice and other instruments relating to the stocks or securities owned or held by the Corporation. The Board of Directors may, from time to time, by resolution confer like powers upon any other person or persons.

Section 5.05 Amendments. These By-Laws and any amendments hereof may be amended, or repealed, and new By-Laws may be adopted, either by the stockholders or by vote of a majority of all of the Board of Directors; but any By-Laws adopted by the Board may be amended or repealed by the stockholders.

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EX-3.76

Exhibit 3.76

STATE of DELAWARE

CERTIFICATE of INCORPORATION

A STOCK CORPORATION

• First: The name of this Corporation is Trade Dimensions International, Inc.

• Second: Its registered office in the State of Delaware is to be located at 615 South DuPont Hghwy Street, in the City of Dover, County of Kent, Zip Code 19901. The registered agent in charge thereof is National Corporate Research, Ltd.

• Third: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

• Fourth: The amount of the total authorized capital stock of this corporation is 30.00 Dollars ($30.00) divided into 3,000 shares of .01 Dollars ($.01) each.

• Fifth: The name and mailing address of the incorporator are as follows:

Name: Mark Borino

Mailing Address: VNU, Inc., 770 Broadway New York, NY Zip Code 10003

• I, The Undersigned, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this 15^th day of November, A.D. 2001.

BY:	/s/ Mark Borino
	(Incorporator)
NAME:	Mark Borino
	(Type or Print)

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 04:00 PM 11/15/2001

010580244 - 3457529

EX-3.77

Exhibit 3.77

BY-LAWS

OF

TRADE DIMENSIONS INTERNATIONAL, INC.

ARTICLE I

OFFICES

1.1 Registered Office: The registered office shall be established and maintained at * see below and *see below shall be the registered agent of the Corporation in charge thereof.

1.2 Other Offices: The corporation may have other offices, either within or without the State of Delaware, at such place or places as the Board of Directors may from time to time appoint or the business of the corporation may require, provided, however, that the corporation’s books and records shall be maintained at such place within the continental United States as the Board of Directors shall from time to time designate.

ARTICLE II

STOCKHOLDERS

2.1 Place of Stockholders’ Meetings: All meetings of the stockholders of the corporation shall be held at such place or places, within or outside the State of Delaware as may be fixed by the Board of Directors from time to time or as shall be specified in the respective notices thereof. The Board of Directors may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead he held solely by means of remote communication. Stockholders and proxyholders not physically present at a meeting of stockholders may, by means of remote communication participate in a meeting of stockholders and be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (i) the corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder, (ii) the corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (iii) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the corporation.

* National Corporate Research, Ltd., 615 South DuPont Hwy., Dover, DE 19901

2.2 Date and Hour of Annual Meetings of Stockholders: An annual meeting of stockholders shall be held each year within five months after the close of the fiscal year of the Corporation.

2.3 Purpose of Annual Meetings: At each annual meeting, the stockholders shall elect the members of the Board of Directors for the succeeding year. At any such annual meeting any further proper business may be transacted.

2.4 Special Meetings of Stockholders: Special meetings of the stockholders or of any class or series thereof entitled to vote may be called by the President or by the Chairman of the Board of Directors, or at the request in writing by stockholders of record owning at least fifty (50%) percent of the issued and outstanding voting shares of common stock of the corporation.

2.5 Notice of Meetings of Stockholders: Except as otherwise expressly required or permitted by law, not less than ten days nor more than sixty days before the date of every stockholders’ meeting the Secretary shall give to each stockholder of record entitled to vote at such meeting, written notice, served personally by mail or by telegram, stating the place, date and hour of the meeting the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Such notice, if mailed shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address for notices to such stockholder as it appears on the records of the corporation. Any notice to stockholders shall be effective if given by a form of electronic transmission consented to by the stockholder to whom notice is to be given.

2.6 Quorum of Stockholders: (a) Unless otherwise provided by the Certificate of Incorporation or by law, at any meeting of the stockholders, the presence in person or by proxy of stockholders entitled to cast a majority of the votes thereat shall constitute a quorum. The withdrawal of any shareholder after the commencement of a meeting shall have no effect on the existence of a quorum, after a quorum has been established at such meeting.

(b) At any meeting of the stockholders at which a quorum shall be present, a majority of voting stockholders, present in person or by proxy, may adjourn the meeting from time to time without notice other than announcement at the meeting. In the absence of a quorum, the officer presiding thereat shall have power to adjourn the meeting from time to time until a quorum shall be present. Notice of any adjourned meeting, other than announcement at the meeting, shall not be required to be given except as provided in paragraph (d) below and except where expressly required by law.

(c) At any adjourned session at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting originally called but only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof, unless a new record date is fixed by the Board of Directors.

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(d) If an adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

2.7 Chairman and Secretary of Meeting: The President shall preside at meetings of the stockholders. The Secretary shall act as secretary of the meeting or if he is not present, then the presiding officer may appoint a person to act as secretary of the meeting.

2.8 Voting by Stockholders: Except as may be otherwise provided by the Certificate of Incorporation or these by-laws, at every meeting of the stockholders each stockholder shall be entitled to one vote for each share of voting stock standing in his name on the books of the corporation on the record date for the meeting. Except as otherwise provided by these by-laws, all elections and questions shall be decided by the vote of a majority in interest of the stockholders present in person or represented by proxy and entitled to vote at the meeting.

2.9 Proxies: Any stockholder entitled to vote at any meeting of stockholders may vote either in person or by proxy. A proxy may be in writing, subscribed by the stockholder or his duly authorized attorney-in-fact, but need not be dated, sealed, witnessed or acknowledged. A stockholder may authorize another person to act for such stockholder as proxy by transmitting a telegram, cablegram or other means of electronic transmission to the proxyholder, provided that any such communication must either set forth or be submitted with information from which it can be determined that such communication was authorized by the stockholder.

2.10 Inspectors: The election of directors and any other vote by ballot at any meeting of the stockholders shall be supervised by at least two inspectors. Such inspectors may be appointed by the presiding officer before or at the meeting; or if one or both inspectors so appointed shall refuse to serve or shall not be present, such appointment shall be made by the officer presiding at the meeting.

2.11 List of Stockholders: (a) At least ten days before every meeting of stockholders, the Secretary shall prepare and make a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder.

(b) During ordinary business hours, for a period of at least ten days prior to the meeting, such list shall be open to examination by any stockholder for any purpose germane to the meeting, either at the principal place of business of the corporation or on a reasonably accessible electronic network, and the information required to gain access to such list is provided with the notice of the meeting. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place where the meeting is to be held and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall be open to inspection of any stockholder during the meeting on a reasonably accessible electronic network and the information required to access such list shall be provided with the notice of the meeting.

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(c) The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this Section 2.11 or the books of the corporation, or to vote in person or by proxy at any meeting of stockholders.

2.12 Procedure at Stockholders’ Meetings: Except as otherwise provided by these by-laws or any resolutions adopted by the stockholders or Board of Directors, the order of business and all other matters of procedure at every meeting of stockholders shall be determined by the presiding officer.

2.13 Action By Consent Without Meeting: Unless otherwise provided by the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. An electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder shall be deemed to be written, signed and dated for the purposes of this section provided that such electronic transmission sets forth information from which the corporation can determine that the electronic transmission was transmitted by the stockholder or proxyholder and the date on which the stockholder or proxyholder transmitted such electronic transmission. The date on which such electronic transmission is transmitted shall be deemed the date on which such consent was signed. No consent given by electronic transmission shall be deemed delivered until reproduced in paper and delivered to the corporation at its registered office in the state, its principal place of business or an officer having custody of the record book of stockholder meetings in the manner provided by the board of directors.

ARTICLE III

DIRECTORS

3.1 Powers of Directors: The property, business and affairs of the corporation shall be managed by its Board of Directors which may exercise all the powers of the corporation except such as are by the law of the State of Delaware or the Certificate of Incorporation or these by-laws required to be exercised or done by the stockholders.

3.2 Number, Method of Election, Terms of Office of Directors: The number of directors which shall constitute the Board of Directors shall be three (3) unless and until otherwise determined by a vote of a majority of the entire Board of Directors. Each Director shall hold office until the next annual meeting of stockholders and until his successor is elected and qualified, provided, however, that a director may resign at any time. Directors need not be stockholders. All elections of directors shall be by written ballot, unless otherwise provided in the certificate of incorporation; if authorized by the board of directors, such requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission, provided that

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any such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the stockholder or proxyholder.

3.3 Vacancies on Board of Directors; Removal: (a) Any director may resign his office at any time by delivering his resignation in writing or by electronic transmission to the Chairman of the Board or to the President. It will take effect at the time specified therein or, if no time is specified, it will be effective at the time of its receipt by the corporation. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation.

(b) Any vacancy in the authorized number of directors may be filled by majority vote of the stockholders and any director so chosen shall hold office until the next annual election of directors by the stockholders and until his successor is duly elected and qualified or until his earlier resignation or removal.

(c) Any director may be removed with or without cause at any time by the majority vote of the stockholders given at a special meeting of the stockholders called for that purpose.

3.4 Meetings of the Board of Directors: (a) The Board of Directors may hold their meetings, both regular and special, either within or outside the State of Delaware.

(b) Regular meetings of the Board of Directors may be held at such time and place as shall from time to time be determined by resolution of the Board of Directors. No notice of such regular meetings shall be required. If the date designated for any regular meeting be a legal holiday, then the meeting shall be held on the next day which is not a legal holiday.

(c) The first meeting of each newly elected Board of Directors shall be held immediately following the annual meeting of the stockholders for the election of officers and the transaction of such other business as may come before it. If such meeting is held at the place of the stockholders’ meeting, no notice thereof shall be required.

(d) Special meetings of the Board of Directors shall be held whenever called by direction of the Chairman of the Board or the President or at the written request of any one director.

(e) The Secretary shall give notice to each director of any special meeting of the Board of Directors by mailing the same at least three days before the meeting or by telegraphing, telexing, or delivering the same not later than the date before the meeting.

Unless required by law, such notice need not include a statement of the business to be transacted at, or the purpose of, any such meeting. Any and all business may be transacted at any meeting of the Board of Directors. No notice of any adjourned meeting need be given. No notice to or waiver by any director shall be required with respect to any meeting at which the director is present.

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3.5 Quorum and Action: Unless provided otherwise by law or by the Certificate of Incorporation or these by-laws, a majority of the Directors shall constitute a quorum for the transaction of business; but if there shall be less than a quorum at any meeting of the Board, a majority of those present may adjourn the meeting from time to time. The vote of a majority of the Directors present at any meeting at which a quorum is present shall be necessary to constitute the act of the Board of Directors.

3.6 Presiding Officer and Secretary of the Meeting: The President, or, in his absence a member of the Board of Directors selected by the members present, shall preside at meetings of the Board. The Secretary shall act as secretary of the meeting, but in his absence the presiding officer may appoint a secretary of the meeting.

3.7 Action by Consent Without Meeting: Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or electronic transmissions are filed with the minutes or proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

3.8 Action by Telephonic Conference: Members of the Board of Directors, or any committee designated by such board, may participate in a meeting of such board or committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at such meeting.

3.9 Committees: The Board of Directors shall, by resolution or resolutions passed by a majority of Directors designate may designate one or more committees, each of such committees to consist of one or more Directors of the Corporation, for such purposes as the Board shall determine. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee.

3.10 Compensation of Directors: Directors shall receive such reasonable compensation for their service on the Board of Directors or any committees thereof, whether in the form of salary or a fixed fee for attendance at meetings, or both, with expenses, if any, as the Board of Directors may from time to time determine. Nothing herein contained shall be construed to preclude any Director from serving in any other capacity and receiving compensation therefor.

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ARTICLE IV

OFFICERS

4.1 Officers, Title, Elections, Terms: (a) The elected officers of the corporation shall be a President, a Treasurer and a Secretary, and such other officers as the Board of Directors shall deem advisable. The officers shall be elected by the Board of Directors at its annual meeting following the annual meeting of the stockholders, to serve at the pleasure of the Board or otherwise as shall be specified by the Board at the time of such election and until their successors are elected and qualified.

(b) The Board of Directors may elect or appoint at any time, and from time to time, additional officers or agents with such duties as it may deem necessary or desirable. Such additional officers shall serve at the pleasure of the Board or otherwise as shall be specified by the Board at the time of such election or appointment. Two or more offices may be held by the same person.

(c) Any vacancy in any office may be filled for the unexpired portion of the term by the Board of Directors.

(d) Any officer may resign his office at any time. Such resignation shall be made in writing and shall take effect at the time specified therein or, if no time be specified, at the time of its receipt by the corporation. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation.

(e) The salaries of all officers of the corporation shall be fixed by the Board of Directors.

4.2 Removal of Elected Officers: Any elected officer may be removed at any time, either with or without cause, by resolution adopted at any regular or special meeting of the Board of Directors by a majority of the Directors then in office.

4.3 Duties: (a) President: The President shall be the principal executive officer of the corporation and, subject to the control of the Board of Directors, shall supervise and control all the business and affairs of the corporation. He shall, when present, preside at all meetings of the stockholders and of the Board of Directors. He shall see that all orders and resolutions of the Board of Directors are carried into effect (unless any such order or resolution shall provide otherwise), and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time.

(b) Treasurer: The Treasurer shall (1) have charge and custody of and be responsible for all funds and securities of the Corporation; (2) receive and give receipts for moneys due and payable to the corporation from any source whatsoever; (3) deposit all such moneys in the name of the corporation in such banks, trust companies, or other depositaries as shall be selected by resolution of the Board of Directors; and (4) in general perform all duties

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incident to the office of treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. He shall, if required by the Board of Directors, give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

(c) Secretary: The Secretary shall (1) keep the minutes of the meetings of the stockholders, the Board of Directors, and all committees, if any, of which a secretary shall not have been appointed, in one or more books provided for that purpose; (2) see that all notices are duly given in accordance with the provisions of these by-laws and as required by law; (3) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal, is duly authorized; (4) keep a register of the post office address of each stockholder which shall be furnished to the Secretary by such stockholder; (5) have general charge of stock transfer books of the Corporation; and (6) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

ARTICLE V

CAPITAL STOCK

5.1 Stock Certificates: (a) Every holder of stock in the corporation shall be entitled to have a certificate signed by, or in the name of, the corporation by the President and by the Treasurer or the Secretary, certifying the number of shares owned by him.

(b) If such certificate is countersigned by a transfer agent other than the corporation or its employee, or by a registrar other than the corporation or its employee, the signatures of the officers of the corporation may be facsimiles, and, if permitted by law, any other signature may be a facsimile.

(c) In case any officer who has signed or whose facsimile signature has been placed Upon a certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of issue.

(d) Certificates of stock shall be issued in such form not inconsistent with the Certificate of Incorporation as shall be approved by the Board of Directors, and shall be numbered and registered in the order in which they were issued.

(e) All certificates surrendered to the corporation shall be canceled with the date of cancellation, and shall be retained by the Secretary, together with the powers of attorney to transfer and the assignments of the shares represented by such certificates, for such period of time as shall be prescribed from time to time by resolution of the Board of Directors.

5.2 Record Ownership. A record of the name and address of the holder of such certificate, the number of shares represented thereby and the date of issue thereof shall be

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made on the corporation’s books. The corporation shall be entitled to treat the holder of any share of stock as the holder in fact thereof, and accordingly shall not be bound to recognize any equitable or other claim to or interest in any share on the part of any other person, whether or not it shall have express or other notice thereof, except as required by law.

5.3 Transfer of Record Ownership. Transfers of stock shall be made on the books of the corporation only by direction of the person named in the certificate or his attorney, lawfully constituted in writing, and only upon the surrender of the certificate therefor and a written assignment of the shares evidenced thereby. Whenever any transfer of stock shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer if, when the certificates are presented to the corporation for transfer, both the transferor and the transferee request the corporation to do so.

5.4 Lost, Stolen or Destroyed Certificates: Certificates representing shares of the stock of the corporation shall be issued in place of any certificate alleged to have been lost, stolen or destroyed in such manner and on such terms and conditions as the Board of Directors from time to time may authorize.

5.5 Transfer Agent; Registrar; Rules Respecting Certificates: The corporation may maintain one or more transfer offices or agencies where stock of the corporation shall be transferable. The corporation may also maintain one or more registry offices where such stock shall be registered. The Board of Directors may make such rules and regulations as it may deem expedient concerning the issue, transfer and registration of stock certificates.

5.6 Fixing Record Date for Determination of Stockholders of Record: The Board of Directors may fix, in advance, a date as the record date for the purpose of determining stockholders entitled to notice of, or to vote at, any meeting of the stockholders or any adjournment thereof, or the stockholders entitled to receive payment of any dividend or other distribution or the allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or to express consent to corporate action in writing without a meeting, or in order to make a determination of the stockholders for the purpose of any other lawful action. Such record date in any case shall be not more than sixty days nor less than ten days before the date of a meeting of the stockholders, nor more than sixty days prior to any other action requiring such determination of the stockholders. A determination of stockholders of record entitled to notice or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

5.7 Dividends: Subject to the provisions of the Certificate of Incorporation, the Board of Directors may, out of funds legally available therefor at any regular or special meeting, declare dividends upon the capital stock of the corporation as and when they deem expedient. Before declaring any dividend there may be set apart out of any funds of the corporation available for dividends, such sum or sums as the Board of Directors from time to time in their discretion deem proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the Board of Directors shall deem conducive to the interests of the corporation.

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ARTICLE VI

SECURITIES HELD BY THE CORPORATION

6.1 Voting: Unless the Board of Directors shall otherwise order, the President, the Secretary or the Treasurer shall have full power and authority, on behalf of the corporation, to attend, act and vote at any meeting of the stockholders of any corporation in which the corporation may hold stock, and at such meeting to exercise any or all rights and powers incident to the ownership of such stock, and to execute on behalf of the corporation a proxy or proxies empowering another or others to act as aforesaid. The Board of Directors from time to time may confer like powers upon any other person or persons.

6.2 General Authorization to Transfer Securities Held by the Corporation: (a) Any of the following officers, to wit: the President and the Treasurer shall be, and they hereby are, authorized and empowered to transfer, convert, endorse, sell, assign, set over and deliver any and all shares of stock, bonds, debentures, notes, subscription warrants, stock purchase warrants, evidence of indebtedness, or other securities now or hereafter standing in the name of or owned by the corporation, and to make, execute and deliver, under the seal of the corporation, any and all written instruments of assignment and transfer necessary or proper to effectuate the authority hereby conferred.

(b) Whenever there shall be annexed to any instrument of assignment and transfer executed pursuant to and in accordance with the foregoing paragraph (a), a certificate of the Secretary of the corporation in office at the date of such certificate setting forth the provisions of this Section 6.2 and stating that they are in full force and effect and setting forth the names of persons who are then officers of the corporation, then all persons to whom such instrument and annexed certificate shall thereafter come, shall be entitled, without further inquiry or investigation and regardless of the date of such certificate, to assume and to act in reliance upon the assumption that the shares of stock or other securities named in such instrument were theretofore duly and properly transferred, endorsed, sold, assigned, set over and delivered by the corporation, and that with respect to such securities the authority of these provisions of the by-laws and of such officers is still in full force and effect.

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ARTICLE VII

MISCELLANEOUS

7.1 Signatories: All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

7.2 Seal: The seal of the corporation shall be in such form and shall have such content as the Board of Directors shall from time to time determine.

7.3 Notice and Waiver of Notice: Whenever any notice of the time, place or purpose of any meeting of the stockholders, directors or a committee is required to be given under the law of the State of Delaware, the Certificate of Incorporation or these by-laws, a waiver thereof in writing, signed by the person or persons entitled to such notice, or a waiver by electronic transmission by the person entitled to notice whether before or after the holding thereof, or actual attendance at the meeting in person or, in the case of any stockholder, by his attorney-in-fact, shall be deemed equivalent to the giving of such notice to such persons.

7.4 Indemnity: The corporation shall indemnify its directors, officers and employees to the fullest extent allowed by law, provided, however, that it shall be within the discretion of the Board of Directors whether to advance any funds in advance of disposition of any action, suit or proceeding, and provided further that nothing in this section 7.4 shall be deemed to obviate the necessity of the Board of Directors to make any determination that indemnification of the director, officer or employee is proper under the circumstances because he has met the applicable standard of conduct set forth in subsections (a) and (b) of Section 145 of the Delaware General Corporation Law,

7.5 Fiscal Year: Except as from time to time otherwise determined by the Board of Directors, the fiscal year of the corporation shall end on                     .

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EX-3.78

Exhibit 3.78

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 05/23/1995

950114241 – 2509637

CERTIFICATE OF INCORPORATION

OF

NEWMIS, Inc.

The undersigned, a natural person, for the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified and referred to as the “General Corporation Law of the State of Delaware”), hereby certifies that:

FIRST: The name of the corporation, thereinafter called the “corporation”) is NEWMIS, Inc.

SECOND: The address, including street, number, city, and county, of the registered office of the corporation in the State of Delaware is 32 Loockerman Square, Suite L-100, City of Dover, County of Kent; and the name of the registered agent of the corporation in the State of Delaware is The Prentice-Hall Corporation System, Inc.

THIRD: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH: The total number of shares of stock which the corporation shall have authority to issue is One Thousand (1,000), all of which are without par value. All such shares are of one class and are shares of Common Stock.

FIFTH: The name and the mailing address of the incorporator are as follows:

NAME	MAILING ADDRESS
N.S. Truax	32 Loockerman Square, Suite L-100 Dover, Delaware 19904

SIXTH: The Corporation is to have perpetual existence.

SEVENTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and /or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

EIGHTH: For the management of the business and for the conduct of the affairs of the corporation, and in further definition, limitation and regulation of the powers of the corporation and of its directors and of its stockholders or any class thereof, as the case may be, it is further provided:

1. The management of the business and the conduct of the affairs of the corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the By-Laws. The phrase “whole Board” and the phrase “total number of directors” shall be deemed to have the same meaning, to wit, the total number of directors which the corporation would have if there were no vacancies. No election of directors need be by written ballot.

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2. After the original or other By-Laws of the corporation have been adopted, amended, or repealed, as the case may be, in accordance with the provisions of Section 109 of the General Corporation Law of the State of Delaware, and, after the corporation has received any payment for any of its stock, the power to adopt, amend, or repeal the By-Laws of the corporation may be exercised by the Board of Directors of the corporation; provided, however, that any provision for the classification of directors of the corporation for staggered terms pursuant to the provisions of subsection (d) of Section 141 of the General Corporation Law of the State of Delaware shall be set forth in an initial By-Law or in a By-Law adopted by the stockholders entitled to vote of the corporation unless provisions for such classification shall be set forth in this certificate of incorporation.

3. Whenever the corporation shall be authorized to issue only one class of stock, each outstanding share shall entitle the holder thereof to notice of, and the right to vote at, any meeting of stockholders. Whenever the corporation shall be authorized to issue more than one class of stock, no outstanding share of any class of stock which is denied voting power under the provisions of the certificate of incorporation shall entitle the holder thereof to the right to vote at any meeting of stockholders except as the provisions of paragraph (2) of subsection (b) of section 242 of the General Corporation Law of the State of Delaware shall otherwise require; provided, that no share of any such class which is otherwise denied voting power shall entitle the holder thereof to vote upon the increase or decrease in the number of authorized shares of said class.

NINTH: The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by the provisions of paragraph (7) of subsection (b) of Section 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented.

TENTH: The corporation shall, to the fullest extent permitted by the provisions of Section 145 of the General Corporation Law of the State of Delaware, as the

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same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any By-Law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

ELEVENTH: From time to time any of the provisions of this certificate of incorporation may be amended, altered or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the corporation by this certificate of incorporation are granted subject to the provisions of this Article ELEVENTH.

Signed on May 23, 1995.

/s/ N.S. Truax

N.S. Truax

Incorporator

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STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 08/29/1995

950196160 – 2509637

CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION

OF

NEWMIS, INC.

It is hereby certified that;

1. The name of the corporation (hereinafter called the “Corporation”) is NEWMIS, INC.

2. The certificate of Incorporation of the Corporation is hereby amended by striking out Article I thereof and by substituting in lieu of said article the following new Article:

“I. The name of the corporation (hereinafter called the “Corporation”) is VNU Marketing Information Services, Inc.”

3. The amendment of the certificate of incorporation herein certified has been duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation law of the State of Delaware.

4. The effective time of the amendment herein certified shall be August 1, 1995.

Signed as of August 1, 1995

/s/ Mari Jo Florio

Mari Jo Florio, Secretary

CERTIFICATE OF CHANGE OF LOCATION OF

REGISTERED OFFICE AND/OR REGISTERED AGENT

OF

VNU MARKETING INFORMATION SERVICES, INC.

The Board of Directors of VNU MARKETING INFORMATION SERVICES INC., corporation of Delaware, on this 30^th day of September, A.D. 1997, do hereby resolved and order that the location of the Registered Office of this Corporation within this State be, and the same hereby is 9 East Loockerman Street, in the City of Dover, County of Kent, Zip code 19901.

The name of the Registered Agent therein and in charge thereof upon whom process against this corporation may be served, is National Corporate Research, Ltd.

The VNU MARKETING INFORMATION SERVICES, INC. a Corporation of Delaware, does hereby certify that the foregoing is a true copy of a resolution adopted by the Board of Directors at a meeting held as herein stated.

IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by its Secretary, the 30^th day of September, A.D. 1997.

/s/ James A. Ross

Name: James A. Ross

Title: Secretary

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 02:00 PM 10/01/1997

971331136 – 2509637

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 11:00 AM 08/27/1999

991359239 – 2509637

CERTIFICATE OF AMENDMENT OF THE

CERTIFICATE OF INCORPORATION OF

VNU MARKETING INFORMATION SERVICES, INC

It is hereby certified that:

1. The name of the corporation is VNU Marketing Information Services, Inc.

2. The certificate of incorporation of the corporation is hereby amended by striking out Article FIRST thereof and by substituting in lieu of said Article the following new Article:

“1: The name of the corporation (hereinafter called the “Corporation”) is VNU Marketing Information, Inc.”

3. The amendment of the certificate of incorporation herein certified has been duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, I have subscribed this document on the date set forth below and do hereby affirm, under the penalties of perjury, that the statements contained therein have been examined by me and are true and correct.

Date: August 27, 1999

/s/ James A. Ross

James A. Ross

Secretary

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

VNU NEWSPAPER HOLDINGS, INC.

INTO

VNU MARKETING INFORMATION, INC.

VNU Marketing Information, Inc., a corporation organized and existing under the laws of the State of Delaware

DOES HEREBY CERTIFY:

FIRST: That this corporation was incorporated on May 23, 1995 under the Name “NEWMIS, Inc.” pursuant to the General Corporation Law of the State of Delaware. On August 29, 1995 the corporation changed its name to “VNU Marketing Information Services, Inc.” On August 27, 1999 the corporation again changed its name to “VNU Marketing Information, Inc.”

SECOND: That this corporation owns all of the outstanding shares of the stock of VNU Newspaper Holdings, Inc. a corporation incorporated on April 2, 1951 under the name Joe Belden and Associates, pursuant to the Business Corporation Act of the State of Texas. Joe Belden and Associates changed its name to Belden Associates on September 13, 1955. Belden Associates changed its name to VNU Newspaper Holdings, Inc. on July 30, 1998.

THIRD: That this corporation, by the following resolutions of its Board of Directors, duly adopted on September 17, 2001 determined to and did merge into itself said VNU Newspaper Holdings, Inc.:

RESOLVED, that VNU Marketing Information, Inc. merge, and it hereby does merge into itself said VNU Newspaper Holdings, Inc., a Texas corporation and wholly-owned subsidiary of the Corporation and assumes all of its obligations; and it is further

RESOLVED that the merger shall be effective upon the date of filing with the Secretary of State of Delaware; and it further

RESOLVED that the terms and conditions of the merger are as follows:

FIRST: VNU Marketing Information, Inc. hereby merges into itself VNU Newspaper Holdings, Inc. and said VNU Newspaper Holdings, Inc. shall be and hereby is merged into VNU Marketing Information, Inc., which shall be the surviving corporation.

SECOND: The Certificate of Incorporation of VNU Marketing Information, Inc., which is the surviving corporation, as heretofore amended and as in effect on the date of the merger provided for in this Agreement, shall continue in full force and effect as the Certificate of Incorporation of the corporation surviving this merger.

THIRD: The manner of converting the outstanding shares of the capital stock of each of the constituent corporations into the shares or other securities of the surviving corporations shall be as follows: the outstanding shares of common stock of the merged corporation shall be cancelled and not shares of the surviving corporation shall be issued in exchange therefor.

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 06:00 PM 9/21/2001

010410019 – 2509631

FOURTH: The terms and conditions of the merger are as follows:

(a) The bylaws of the surviving corporation as they shall exist on the effective date of this merger shall be and remain the bylaws of the surviving corporation until the same shall be altered, amended or repealed as therein provided.

(b) The directors and officers of the surviving corporation shall continue in office until the next annual meeting of stockholders and until their successors shall have been elected and qualified.

(c) This merger shall be effective as of December 31, 2000.

(d) Upon the merger becoming effective, all the property, rights, privileges, franchises, patents, trademarks, licenses, registrations and other assets of every kind and description of the merged corporation shall be transferred to, vested in and devolve upon the surviving corporation without further act or deed and all property, rights, and every other interest of the surviving corporation and the merged corporation respectively. The merged corporation hereby agrees from time to time, as and when requested by the surviving corporation or by its successors or assigns, to execute and deliver or cause to be executed and delivered all such deeds and instruments and to take or cause to be taken such further or other action as the surviving corporation may deem necessary or desirable in order to vest in and confirm to the surviving corporation title to and possession of any property of the merged corporation acquired or to be acquired by reason of or as a result of the merger herein provided for and otherwise to carry out the intent and purposes hereof and the proper officers and directors of the merged corporation and proper officers and directors of the surviving corporation are fully authorized in the name of the merged corporation or otherwise to take any and all such action

and it is further

RESOLVED that the proper officers of this corporation be and they hereby are directed to make and execute a Certificate of Ownership and Merger setting forth a copy of the resolutions to merge said VNU Newspaper Holdings and assume its liabilities and obligations, and the date of adoption thereof, and to cause the same to be filed with the Secretary of State and a certified copy recorded in the office of the Recorder of Deeds of KENT county and to do all acts and things whatsoever, whether within or without the State of Delaware, which may be in anywise necessary or proper to effect said merger.

RESOLVED that the proper officers of this corporation be and they hereby are directed to make and execute Articles of Merger setting forth a copy of the resolutions to merge said VNU Newspaper Holdings, Inc. and assume its liabilities and obligations, and the date of adoption thereof, and to cause the same to be filed with the Secretary of State of Texas and to do all acts and things whatsoever, whether within or without the State of Texas, which may be in anywise necessary or proper to effect said merger.

of State of Delaware duplicate copies of such process, one of which copies the Secretary of State of Delaware shall forthwith send by registered mail to VNU Marketing Information, Inc. at the above address.

IN WITNESS WHEREOF, said VNU Marketing Information, Inc. has caused this Certificate to be signed by Frederick A. Steinmann, its Vice President this 17^th day of September 2001.

VNU MARKETING INFORMATION, INC.
by:	/s/ Frederick A. Steinmann
	Frederick A. Steinmann
	Vice President

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 06:01 PM 09/21/2001

010470028 – 2509637

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

AREAL, INC.

INTO

VNU MARKETING INFORMATION, INC.

VNU Marketing Information, Inc., a corporation organized and existing under the laws of the State of Delaware

DOES HEREBY CERTIFY:

FIRST: That this corporation was incorporated on May 23, 1995 under the name “NEWMIS, Inc.” pursuant to the General Corporation Law of the State of Delaware. On August 29, 1995 the corporation changed its name to “VNU Marketing Information Services, Inc.” On August 27, 1999 the corporation again changed its name to “VNU Marketing Information, Inc.”

SECOND: That this corporation owns all of the outstanding shares of the stock of Areal, Inc. a corporation incorporated on April 11, 1984 pursuant to the General Corporation Law of the State of Delaware.

THIRD: That this corporation, by the following resolution of its Board of Directors, duly adopted on September 17, 2001 determine to and did merge into itself said Areal, Inc.:

RESOLVED, that VNU Marketing Information, Inc. merge, and it hereby does merge into itself said Areal, Inc., a Delaware corporation and wholly-owned subsidiary of the Corporation and assumes all of its obligations; and it is further

RESOLVED that the merger shall be effective upon the date of filing with the Secretary of State of Delaware; and it further

RESOLVED that the terms and conditions of the merger are as follows:

FIRST: VNU Marketing Information, Inc. hereby merges into itself Areal, Inc. and said Areal, Inc. shall be and hereby is merged into VNU Marketing Information, Inc., which shall be the surviving corporation.

SECOND: The Certificate of Incorporation of VNU Marketing Information, Inc., which is the surviving corporation, as heretofore amended and as in effect on the date of the merger provided for in this Agreement, shall continue in full force and effect as the Certificate of Incorporation of the corporation surviving this merger.

THIRD: The manner of converting the outstanding shares of the capital stock of each of the constituent corporations into the shares or other securities of the surviving corporation shall be as follows: the outstanding shares of common stock of the merged corporation shall be cancelled and no shares of the surviving corporation shall be issued in exchange therefor.

FOURTH: The terms and condition of the merger are as follows:

(a) The bylaws of the surviving corporation as they shall exist on the effective date of this merger shall be and remain the bylaws of the surviving corporation until the same shall be altered, amended or repealed as therein provided.

(b) The directors and officers of the surviving corporation shall continue in office until the next annual meeting of stockholders and until their successors shall have been elected and qualified.

(c) This merger shall be effective as of December 31, 2000.

(d) Upon the merger becoming effective, all the property, rights, privileges, franchises, patents, trademarks, licenses, registrations and other assets of every kind and description of the merged corporation shall be transferred to, vested in and devolve upon the surviving corporation without further act or deed and all property, rights, and every other interest of the surviving corporation and the merged corporation shall be as effectively the property of the surviving corporation as they were of the surviving corporation and the merged corporation respectively. The merged corporation hereby agrees from time to time, as and when requested by the surviving corporation or by its successors or assigns, to execute and deliver or cause to be executed and delivered all such deeds and instruments and to take or cause to be taken such further or other action as the surviving corporation may deem necessary or desirable in order to vest in and confirm to the surviving corporation title to and possession of any property of the merged corporation acquired or to be acquired by reason of or as a result of the merger herein provided for and otherwise to carry out the intent and purposes hereof and the proper officers and directors of the merged corporation and proper officers and directors of the surviving corporation are fully authorized in the name of the merged corporation or otherwise to take any kind all such action

and it is further

RESOLVED that the proper officers of this corporation be and they hereby are directed to make and execute a Certificate of Ownership and Merger setting forth a copy of the resolutions to merge said Areal, Inc. and assume its liabilities and obligations, and the date of adoption thereof, and to cause the same to be filed with the Secretary of State and a certified copy recorded in the office of the Recorder of Deeds of KENT county and to do all acts and things whatsoever, whether within or without the State of Delaware, which may be in anywise necessary or proper to effect said merger.

IN WITNESS WHEREOF, said VNU Marketing Information, Inc. has caused this Certificate to be signed by Frederick A. Steinmann, its Vice President this 17^th day of September 2001.

VNU MARKETING INFORMATION, INC.
by:	/s/ Frederick A. Steinmann
	Frederick A. Steinmann
	Vice President

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 12:00 PM 01/08/2002

020011941 – 2509637

CERTIFICATE OF MERGER

OF MS-BDS TRANSFER, INC.

INTO VNU MARKETING INFORMATION, INC.

The undersigned corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST: That the name and state of incorporation of each of the constituent corporations of the merger is as follows:

NAME	STATE OF INCORPORATION
VNU Marketing Information, Inc.	Delaware
MS-BDS Transfer, Inc.	Delaware

SECOND: That an agreement of merger between the parties to the merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of section 251 of the General Corporation Law of the State of Delaware.

THIRD: That the name of the surviving corporation of the merger is VNU Marketing Information, Inc.

FOURTH: That the Certificate of Incorporation of VNU Marketing Information, Inc., a Delaware corporation which will survive the merger, shall be the Certificate of Incorporation of the surviving corporation.

FIFTH: That the executed Agreement of Merger is on file at the principal place of business of the surviving corporation, the address of which is VNU Marketing Information, Inc., 770 Broadway, New York, NY 10003.

SIXTH: That a copy of the Agreement of Merger will be furnished by the surviving corporation, on request and without cost, to any stockholder of any constituent corporation.

SEVENTH: That this Certificate of Merger shall be effective upon filing with the Secretary of State.

Dated: January 8, 2002

VNU MARKETING INFORMATION, INC.
		ATTEST:
by:	/s/ Frederick A. Steinmann
	Frederick A. Steinmann, Vice President
		by:	/s/ James A. Ross
			James A. Ross, Secretary

EX-3.79

Exhibit 3.79

BYLAWS

OF

NEWMIS, INC.

(a Delaware corporation)

ARTICLE I

STOCKHOLDERS

1. CERTIFICATES REPRESENTING STOCK. Certificates representing stock in the corporation shall be signed by, or in the name of, the corporation by the Chairman or Vice-Chairman of the Board of Directors, if any, or by the President or a Vice-President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the corporation. Any or all the signatures on any such certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.

Whenever the corporation shall be authorized to issue more than one class of stock or more than one series of any class of stock, and whenever the corporation shall issue any shares of its stock as partly paid stock, the certificates representing shares of any such class or series or of any such partly paid stock shall set forth thereon the statements prescribed by the General Corporation Law. Any restrictions on the transfer or registration of transfer of any shares of stock of any class or series shall be noted conspicuously on the certificate representing such shares.

The corporation may issue a new certificate of stock or uncertificated shares in place of any certificate theretofore issued by it, alleged to have been lost, stolen, or destroyed, and the Board of Directors may require the owner of the lost, stolen, or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged loss, theft, or destruction of any such certificate or the issuance of any such new certificate or uncertificated shares.

2. UNCERTIFICATED SHARES. Subject to any conditions imposed by the General Corporation Law, the Board of Directors of the corporation may provide by resolution or resolutions that some or all of any or all classes or series of the stock of the corporation shall be uncertificated shares. Within a reasonable time after the issuance or transfer of any uncertificated shares, the corporation shall send to the registered owner thereof any written notice prescribed by the General Corporation Law.

3. FRACTIONAL SHARE INTERESTS. The corporation may, but shall not be required to, issue fractions of a share. If the corporation does not issue fractions of a share, it shall (1) arrange for the disposition of fractional interests by those entitled thereto, (2) pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined, or (3) issue scrip or warrants in registered form (either represented by a certificate or uncertificated) or bearer form (represented by a certificate) which shall entitle the holder to receive a full share upon the surrender of such scrip or warrants aggregating a full share. A certificate for a fractional share or an uncertificated fractional share shall, but scrip or warrants shall not unless otherwise provided therein, entitle the holder to exercise voting rights, to receive dividends thereon, and to participate in any of the assets of the corporation in the event of liquidation. The Board of Directors may cause scrip or warrants to be issued subject to the conditions that they shall become void if not exchanged for certificates representing the full shares or uncertificated full shares before a specified date, or subject to the conditions that the shares for which scrip or warrants are exchangeable may be sold by the corporation and the proceeds thereof distributed to the holders of scrip or warrants, or subject to any other conditions which the Board of Directors may impose.

4. STOCK TRANSFERS. Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, transfers or registration of transfers of shares of stock of the corporation shall be made only on the stock ledger of the corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation or with a transfer agent or a registrar, if any, and, in the case of shares represented by certificates, on surrender of the certificate or certificates for such shares of stock properly endorsed and the payment of all taxes due thereon.

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5. RECORD DATE FOR STOCKHOLDERS. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining the stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by the General Corporation Law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the General Corporation Law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action. In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion, or exchange of stock, or for the purpose of any

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other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

6. MEANING OF CERTAIN TERMS. As used herein in respect of the right to notice of a meeting of stockholders or a waiver thereof or to participate or vote thereat or to consent or dissent in writing in lieu of a meeting, as the case may be, the term “share” or “shares” or “share of stock” or “shares of stock” or “stockholder” or “stockholders” refers to an outstanding share or shares of stock and to a holder or holders of record of outstanding shares of stock when the corporation is authorized to issue only one class of shares of stock, and said reference is also intended to include any outstanding share or shares of stock and any holder or holders of record of outstanding shares of stock of any class upon which or upon whom the certificate of incorporation confers such rights where there are two or more classes or series of shares of stock or upon which or upon whom the General Corporation Law confers such rights notwithstanding that the certificate of incorporation may provide for more than one class or series of shares of stock, one or more of which are limited or denied such rights thereunder; provided, however, that no such right shall vest in the event of an increase or a decrease in the authorized number of shares of stock of any class or series which is otherwise denied voting rights under the provisions of the certificate of incorporation, except as any provision of law may otherwise require.

7. STOCKHOLDER MEETINGS.

- TIME. The annual meeting shall be held on the date and at the time fixed, from time to time, by the directors, provided, that the first annual meeting shall be held on a date within thirteen months after the organization of the corporation, and each successive annual meeting shall be held on a date within thirteen months after the date of the preceding annual meeting. A special meeting shall be held on the date and at the time fixed by the directors.

- PLACE. Annual meetings and special meetings shall be held at such place, within or without the State of Delaware, as the directors may, from time to time, fix. Whenever the directors shall fail to fix such place, the meeting shall be held at the registered office of the corporation in the State of Delaware.

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- CALL. Annual meetings and special meetings may be called by the directors or by any officer instructed by the directors to call the meeting.

- NOTICE OR WAIVER OF NOTICE. Written notice of all meetings shall be given, stating the place, date, and hour of the meeting and stating the place within the city or other municipality or community at which the list of stockholders of the corporation may be examined. The notice of an annual meeting shall state that the meeting is called for the election of directors and for the transaction of other business which may properly come before the meeting, and shall (if any other action which could be taken at a special meeting is to be taken at such annual meeting) state the purpose or purposes. The notice of a special meeting shall in all instances state the purpose or purposes for which the meeting is called. The notice of any meeting shall also include, or be accompanied by, any additional statements, information, or documents prescribed by the General Corporation Law. Except as otherwise provided by the General Corporation Law, a copy of the notice of any meeting shall be given, personally or by mail, not less than ten days nor more than sixty days before the date of the meeting, unless the lapse of the prescribed period of time shall have been waived, and directed to each stockholder at his record address or at such other address which he may have furnished by request in writing to the Secretary of the corporation. Notice by mail shall be deemed to be given when deposited, with postage thereon prepaid, in the United States Mail. If a meeting is adjourned to another time, not more than thirty days hence, and/or to another place, and if an announcement of the adjourned time and/or place is made at the meeting, it shall not be necessary to give notice of the adjourned meeting unless the directors, after adjournment, fix a new record date for the adjourned meeting. Notice need not be given to any stockholder who submits a written waiver of notice signed by him before or after the time stated therein. Attendance of a stockholder at a meeting of stockholders shall constitute a waiver of notice of such meeting, except when the stockholder attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice.

- STOCKHOLDER LIST. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders, arranged in alphabetical order, and showing the address of each stockholder and the

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number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city or other municipality or community where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this section or the books of the corporation or to vote at any meeting of stockholders.

- CONDUCT OF MEETING. Meetings of the stockholders shall be presided over by one of the following officers in the order of seniority and if present and acting – the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, the President, a Vice-President, or, if none of the foregoing is in office and present and acting, by a chairman to be chosen by the stockholders. The Secretary of the corporation, or in his absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present the Chairman of the meeting shall appoint a secretary of the meeting.

- PROXY REPRESENTATION. Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally.

- INSPECTORS. The directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof. If an inspector or inspectors are not appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors. In case any person who may

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be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, if any, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspectors at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots, or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots, or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question, or matter determined by him or them and execute a certificate of any fact found by him or them. Except as otherwise required by subsection (e) of Section 231 of the General Corporation Law, the provisions of that Section shall not apply to the corporation.

- QUORUM. The holders of a majority of the outstanding shares of stock shall constitute a quorum at a meeting of stockholders for the transaction of any business. The stockholders present may adjourn the meeting despite the absence of a quorum.

- VOTING. Each share of stock shall entitle the holders thereof to one vote. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Any other action shall be authorized by a majority of the votes cast except where the General Corporation Law prescribes a different percentage of votes and/or a different exercise of voting power, and except as may be otherwise prescribed by the provisions of the certificate of incorporation and these Bylaws. In the election of directors, and for any other action, voting need not be by ballot.

8. STOCKHOLDER ACTION WITHOUT MEETINGS. Any action required by the General Corporation Law to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the

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minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Action taken pursuant to this paragraph shall be subject to the provisions of Section 228 of the General Corporation Law.

ARTICLE II

DIRECTORS

1. FUNCTIONS AND DEFINITION. The business and affairs of the corporation shall be managed by or under the direction of the Board of Directors of the corporation. The Board of Directors shall have the authority to fix the compensation of the members thereof. The use of the phrase “whole board” herein refers to the total number of directors which the corporation would have if there were no vacancies.

2. QUALIFICATIONS AND NUMBER. A director need not be a stockholder, a citizen of the United States, or a resident of the State of Delaware. The initial Board of Directors shall consist of two persons. Thereafter the number of directors constituting the whole board shall be at least one. Subject to the foregoing limitation and except for the first Board of Directors, such number may be fixed from time to time by action of the stockholders or of the directors, or, if the number is not fixed, the number shall be two. The number of directors may be increased or decreased by action of the stockholders or of the directors.

3. ELECTION AND TERM. The first Board of Directors, unless the members thereof shall have been named in the certificate of incorporation, shall be elected by the incorporator or incorporators and shall hold office until the first annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal. Any director may resign at any time upon written notice to the corporation. Thereafter, directors who are elected at an annual meeting of stockholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal. Except as the General Corporation Law may otherwise require, in the interim between annual meetings of stockholders or of special meetings of stockholders called for the election of directors and/or for the removal of one or more directors

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and for the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause or without cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum, or by the sole remaining director.

4. MEETINGS.

- TIME. Meetings shall be held at such time as the Board shall fix, except that the first meeting of a newly elected Board shall be held as soon after its election as the directors may conveniently assemble.

- PLACE. Meetings shall be held at such place within or without the State of Delaware as shall be fixed by the Board.

- CALL. No call shall be required for regular meetings for which the time and place have been fixed. Special meetings may be called by or at the direction of the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, of the President, or of a majority of the directors in office.

- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required for regular meetings for which the time and place have been fixed. Written, oral, or any other mode of notice of the time and place shall be given for special meetings in sufficient time for the convenient assembly of the directors thereat. Notice need not be given to any director or to any member of a committee of directors who submits a written waiver of notice signed by him before or after the time stated therein. Attendance of any such person at a meeting shall constitute a waiver of notice of such meeting, except when he attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the directors need be specified in any written waiver of notice.

- QUORUM AND ACTION. A majority of the whole Board shall constitute a quorum except when a vacancy or vacancies prevents such majority, whereupon a majority of the directors in office shall constitute a quorum, provided, that such majority shall constitute at least one-third of the whole Board. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting to another time and place. Except as herein otherwise

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provided, and except as otherwise provided by the General Corporation Law, the vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board. The quorum and voting provisions herein stated shall not be construed as conflicting with any provisions of the General Corporation Law and these Bylaws which govern a meeting of directors held to fill vacancies and newly created directorships in the Board or action of disinterested directors.

Any member or members of the Board of Directors or of any committee designated by the Board, may participate in a meeting of the Board, or any such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.

- CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if present and acting, shall preside at all meetings. Otherwise, the Vice-Chairman of the Board, if any and if present and acting, or the President, if present and acting, or any other director chosen by the Board, shall preside.

5. REMOVAL OF DIRECTORS. Except as may otherwise be provided by the General Corporation Law, any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.

6. COMMITTEES. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of any such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise the powers and authority of the Board of Directors in the management of the business and affairs of the corporation with the exception of any authority the delegation of which is prohibited by Section 141 of the General Corporation Law, and may authorize the seal of the corporation to be affixed to all papers which may require it.

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7. WRITTEN ACTION. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

ARTICLE III

OFFICERS

The officers of the corporation shall consist of a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Directors, a Chairman of the Board, a Vice-Chairman of the Board, an Executive Vice-President, one or more other Vice-Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers with such titles as the resolution of the Board of Directors choosing them shall designate. Except as may otherwise be provided in the resolution of the Board of Directors choosing him, no officer other than the Chairman or Vice-Chairman of the Board, if any, need be a director. Any number of offices may be held by the same person, as the directors may determine.

Unless otherwise provided in the resolution choosing him, each officer shall be chosen for a term which shall continue until the meeting of the Board of Directors following the next annual meeting of stockholders and until his successor shall have been chosen and qualified.

All officers of the corporation shall have such authority and perform such duties in the management and operation of the corporation as shall be prescribed in the resolutions of the Board of Directors designating and choosing such officers and prescribing their authority and duties, and shall have such additional authority and duties as are incident to their office except to the extent that such resolutions may be inconsistent therewith. The Secretary or an Assistant Secretary of the corporation shall record all of the proceedings of all meetings and actions in writing of stockholders, directors, and committees of directors, and shall exercise such additional authority and perform such additional duties as the Board shall assign to him. Any officer may be removed, with or without cause, by the Board of Directors. Any vacancy in any office may be filled by the Board of Directors.

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ARTICLE IV

CORPORATE SEAL

The corporate seal shall be in such form as the Board of Directors shall prescribe.

ARTICLE V

FISCAL YEAR

The fiscal year of the corporation shall be fixed, and shall be subject to change, by the Board of Directors.

ARTICLE VI

CONTROL OVER BYLAWS

Subject to the provisions of the certificate of incorporation and the provisions of the General Corporation Law, the power to amend, alter, or repeal these Bylaws and to adopt new Bylaws may be exercised by the Board of Directors or by the stockholders.

I HEREBY CERTIFY that the foregoing is a full, true, and correct copy of the Bylaws of NEWMIS, INC., a Delaware corporation, as in effect on the date hereof.

Dated:

/s/ Mari Jo Florio

Secretary of NEWMIS, INC.

(SEAL)

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EX-3.80

Exhibit 3.80

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:23 PM 09/11/2003

FILED 12:08 PM 09/11/2003

SRV 030586185 – 370251 FILE

STATE of DELAWARE

CERTIFICATE of INCORPORATION

A STOCK CORPORATION

• First: the name of this Corporation is VNU Media & Measurement, Inc.

• Second: Its registered office in the state of Delaware is to be located at 615 S. DuPont Hwy. in the City of Dover, County of Kent, 19901. The registered agent in charge thereof is National Corporate Research, Ltd.

• Third: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

• Fourth: The amount of the total authorized capital stock of this corporation is             Dollars ($            ) divided into 3,000 shares of 0.01 Dollars ($0.01) each.

• Fifth: The name and mailing Address of the incorporation are as follows:

Name: Mark Borino

Mailing Address: VNU, Inc., 770 Broadway

New York, NY, Zip code 10003

• I, The Undersigned, for the purpose of forming a corporation under the laws of the state of Delaware, do make, file and record this certificate, and do certify that the facts herein stated are true and I have accordingly hereunto set my hand this 11^th day day of September, A.D. 2003.

BY:	/s/ Mark Borino
	(Incorporator)
NAME:	Mark Borino
	(Type or Print)

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:59 PM 10/10/2003

FILED 03:53 PM 10/10/2003

SRV 030654993 – 3702571 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION

VNU Media & Measurement, Inc. a corporation organized and existing under and by virtue of the General Corporation law of the State of Delaware.

DOES HEREBY CERTIFY:

FIRST: That at a meeting of the Board of Directors of VNU Media & Measurement Inc. resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “First” so that as amended, said article shall be and read as follows:

The name of this Corporation is VNU Media Measurement & Information, Inc.

SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

FOURTH: That the capital of said corporation shall not be reduced under or by reason of said amendment.

IN WITNESS WHEREOF, said VNU Media & Measurement, Inc. has caused this certificate to be signed by

Frederick A. Steinmann, an Authorized Officer, this 10^th Day of October, 2003.

By:	/s/ F.A. Steinmenn
	Authorized Officer
Title:	Vice President
Name:	Frederick A. Steinmenn
	Print or Type

EX-3.81

Exhibit 3.81

BY-LAWS

OF

VNU MEDIA MEASUREMENT & INFORMATION, INC.

ARTICLE I

OFFICES

1.1 Registered Office: The registered office shall be established and maintained at *SEE BELOW and * SEE BELOW shall be the registered agent of the Corporation in charge thereof.

1.2 Other Offices: The corporation may have other offices, either within or without the State of Delaware, at such place or places as the Board of Directors may time to time appoint or the business of the corporation may require, provided, however, that the corporation’s books and records shall be maintained at such place within the continental United States as the Board of Directors shall from time to time designate.

ARTICLE II

STOCKHOLDERS

2.1 Place of Stockholders’ Meetings: All meetings of the stockholders of the corporation shall be held at such place or places, within or outside the State of Delaware as may be fixed by the Board of Directors from time to time or as shall be specified in the respective notices thereof. The Board of Directors may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead he held solely by means of remote communication. Stockholders and proxyholders not physically present at a meeting of stockholders may, by means of remote communication participate in a meeting of stockholders and be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (i) the corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder, (ii) the corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (iii) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the corporation.

* National Corporate Research, Ltd., 615 S. DuPont Hwy., Dover, DE 19901

2.2 Date and Hour of Annual Meetings of Stockholders: An annual meeting of stockholders shall be held each year within five months after the close of the fiscal year of the Corporation.

2.3 Purpose of Annual Meetings: At each annual meeting, the stockholders shall elect the members of the Board of Directors for the succeeding year. At any such annual meeting any further proper business may be transacted.

2.4 Special Meetings of Stockholders: Special meetings of the stockholders or of any class or series thereof entitled to vote may be called by the President or by the Chairman of the Board of Directors, or at the request in writing by stockholders of record owning at least fifty (50%) percent of the issued and outstanding voting shares of common stock of the corporation.

2.5 Notice of Meetings of Stockholders: Except as otherwise expressly required or permitted by law, not less than ten days nor more than sixty days before the date of every stockholders’ meeting the Secretary shall give to each stockholder of record entitled to vote at such meeting, written notice, served personally by mail or by telegram, stating the place, date and hour of the meeting the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Such notice, if mailed shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address for notices to such stockholder as it appears on the records of the corporation. Any notice to stockholders shall be effective if given by a form of electronic transmission consented to by the stockholder to whom notice is to be given.

2.6 Quorum of Stockholders: (a) Unless otherwise provided by the Certificate of Incorporation or by law, at any meeting of the stockholders, the presence in person or by proxy of stockholders entitled to cast a majority of the votes thereat shall constitute a quorum. The withdrawal of any shareholder after the commencement of a meeting shall have no effect on the existence of a quorum, after a quorum has been established at such meeting.

(b) At any meeting of the stockholders at which a quorum shall be present, a majority of voting stockholders, present in person or by proxy, may adjourn the meeting from time to time without notice other than announcement at the meeting. In the absence of a quorum, the officer presiding thereat shall have power to adjourn the meeting from time to time until a quorum shall be present. Notice of any adjourned meeting, other than announcement at the meeting, shall not be required to be given except as provided in paragraph (d) below and except where expressly required by law:

(c) At any adjourned session at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting originally called but only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof, unless a new record date is fixed by the Board of Directors.

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(d) If an adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

2.7 Chairman and Secretary of Meeting: The President shall preside at meetings of the stockholders. The Secretary shall act as secretary of the meeting or if he is not present, then the presiding officer may appoint a person to act as secretary of the meeting.

2.8 Voting by Stockholders: Except as may be otherwise provided by the Certificate of Incorporation or these by-laws, at every meeting of the stockholders each stockholder shall be entitled to one vote for each share of voting stock standing in his name on the books of the corporation on the record date for the meeting. Except as otherwise provided by these by-laws, all elections and questions shall be decided by the vote of a majority in interest of the stockholders present in person or represented by proxy and entitled to vote at the meeting.

2.9 Proxies: Any stockholder entitled to vote at any meeting of stockholders may vote either in person or by proxy. A proxy may be in writing, subscribed by the stockholder, or his duly authorized attorney-in-fact, but need not be dated, sealed, witnessed or acknowledged. A stockholder may authorize another person to act for such stockholder as proxy by transmitting a telegram, cablegram or other means of electronic transmission to the proxyholder, provided that any such communication must either set forth or be submitted with information from which it can be determined that such communication was authorized by the stockholder.

2.10 Inspectors: The election of directors and any other vote by ballot at any meeting of the stockholders shall be supervised by at least two inspectors. Such inspectors may be appointed by the presiding officer before or at the meeting; or if one or both inspectors so appointed shall refuse to serve or shall not be present, such appointment shall be made by the officer presiding at the meeting.

2.11 List of Stockholders: (a) At least ten days before every meeting of stockholders, the Secretary shall prepare and make a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder.

(b) During ordinary business hours, for a period of at least ten days prior to the meeting, such list shall be open to examination by any stockholder for any purpose germane to the meeting, either at the principal place of business of the corporation or on a reasonably accessible electronic network, and the information required to gain access to such list is provided with the notice of the meeting. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place where the meeting is to be held and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall be open to inspection of any stockholder during the meeting on a reasonably accessible electronic network and the information required to access such list shall be provided with the notice of the meeting.

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(c) The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this Section 2.11 or the books of the corporation, or to vote in person or by proxy at any meeting of stockholders.

2.12 Procedure at Stockholders’ Meetings: Except as otherwise provided by these by-laws or any resolutions adopted by the stockholders or Board of Directors, the order of business and all other matters of procedure at every meeting of stockholders shall be determined by the presiding officer.

2.13 Action By Consent Without Meeting: Unless otherwise provided by the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent hall be given to those stockholders who have not consented in writing. An electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder shall be deemed to be written, signed and dated for the purposes of this section provided that such electronic transmission sets forth information from which the corporation can determine that the electronic transmission was transmitted by the stockholder or proxyholder and the date on which the stockholder or proxyholder transmitted such electronic transmission. The date on which such electronic transmission is transmitted shall be deemed the date on which such consent was signed. No consent given by electronic transmission shall be deemed delivered until reproduced in paper and delivered to the corporation at its registered office in the state, its principal place of business or an officer having custody of the record book of stockholder meetings in the manner provided by the board of directors.

ARTICLE III

DIRECTORS

3.1 Powers of Directors: The property, business and affairs of the corporation shall be managed by its Board of Directors which may exercise all the powers of the corporation except such as are by the law of the State of Delaware or the Certificate of Incorporation or these by-laws required to be exercised or done by the stockholders.

3.2 Number, Method of Election, Terms of Office of Directors: The number of directors which shall constitute the Board of Directors shall be two (2) unless and until otherwise determined by a vote of a majority of the entire Board of Directors. Each Director shall hold office until the next annual meeting of stockholders and until his successor is elected and qualified, provided, however, that a director may resign at any time. Directors need not be stockholders. All elections of directors shall be by written ballot, unless otherwise provided in the certificate of incorporation; if authorized by the board of directors, such requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission, provided that

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any such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the stockholder or proxyholder.

3.3 Vacancies on Board of Directors; Removal: (a) Any director may resign his office at any time by delivering his resignation in writing, or by electronic transmission to the Chairman of the Board or to the President. It will take effect at the time specified therein or, if no time is specified, it will be effective at the time of its receipt by the corporation. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation.

(b) Any vacancy in the authorized number of directors may be filled by majority vote of the stockholders and any director so chosen shall hold office until the next annual election of directors by the stockholders and until his successor is duly elected and qualified or until his earlier resignation or removal.

(c) Any director may be removed with or without cause at any time by the majority vote of the stockholders given at a special meeting of the stockholders called for that purpose.

3.4 Meetings of the Board of Directors: (a) The Board of Directors may hold their meetings, both regular and special, either within or outside the State of Delaware.

(b) Regular meetings of the Board of Directors may be held at such time and place as shall from time to time be determined by resolution of the Board of Directors. No notice of such regular meetings shall be required. If the date designated for any regular meeting be a legal holiday, then the meeting shall be held on the next day which is not a legal holiday.

(c) The first meeting of each newly elected Board of Directors shall be held immediately following the annual meeting of the stockholders for the election of officers and the transaction of such other business as may come before it. If such meeting is held at the place of the stockholders’ meeting, no notice thereof shall be required.

(d) Special meetings of the Board of Directors shall be held whenever called by direction of the Chairman of the Board or the President or at the written request of any one director.

(e) The Secretary shall give notice to each director of any special meeting of the Board of Directors by mailing the same at least three days before the meeting or by telegraphing, telexing, or delivering the same not later than the date before the meeting.

Unless required by law, such notice need not include a statement of the business to be transacted at, or the purpose of, any such meeting. Any and all business may be transacted at any meeting of the Board of Directors. No notice of any adjourned meeting need be given. No notice to or waiver by any director shall be required with respect to any meeting at which the director is present.

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3.5 Quorum and Action: Unless provided otherwise by law or by the Certificate of Incorporation or these by-laws, a majority of the Directors shall constitute a quorum for the transaction of business; but if there shall be less than a quorum at any meeting of the Board, a majority of those present may adjourn the meeting from time to time. The vote of a majority of the Directors present at any meeting at which a quorum is present shall be necessary to constitute the act of the Board of Directors.

3.6 Presiding Officer and Secretary of the Meeting: The President, or, in his absence a member of the Board of Directors selected by the members present, shall preside at meetings of the Board. The Secretary shall act as secretary of the meeting, but in his absence the presiding officer may appoint a secretary of the meeting.

3.7 Action by Consent Without Meeting: Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or electronic transmissions are filed with the minutes or proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

3.8 Action by Telephonic Conference: Members of the Board of Directors, or any committee designated by such board, may participate in a meeting of such board or committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at such meeting.

3.9 Committees: The Board of Directors shall, by resolution or resolutions passed by a majority of Directors designate may designate one or more committees, each of such committees to consist of one or more Directors of the Corporation, for such purposes as the Board shall determine. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee.

3.10 Compensation of Directors: Directors shall receive such reasonable compensation for their service on the Board of Directors or any committees thereof, whether in the form of salary or a fixed fee for attendance at meetings, or both, with expenses, if any, as the Board of Directors may from time to time determine. Nothing herein contained shall be construed to preclude any Director from serving in any other capacity and receiving compensation therefor.

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ARTICLE IV

OFFICERS

4.1 Officers, Title, Elections, Terms: (a) The elected officers of the corporation shall be a President, a Treasurer and a Secretary, and such other officers as the Board of Directors shall deem advisable. The officers shall be elected by the Board of Directors at its annual meeting following the annual meeting of the stockholders, to serve at the pleasure of the Board or otherwise as shall be specified by the Board at the time of such election and until their successors are elected and qualified.

(b) The Board of Directors may elect or appoint at any time, and from time to time, additional officers or agents with such duties as it may deem necessary or desirable. Such additional officers shall serve at the pleasure of the Board or otherwise as shall be specified by the Board at the time of such election or appointment. Two or more offices may be held by the same person.

(c) Any vacancy in any office may be filled for the unexpired portion of the term by the Board of Directors.

(d) Any officer may resign his office at any time. Such resignation shall be made in writing and shall take effect at the time specified therein or, if no time be specified, at the time of its receipt by the corporation. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation.

(e) The salaries of all officers of the corporation shall be fixed by the Board of Directors.

4.2 Removal of Elected Officers: Any elected officer may be removed at any time, either with or without cause, by resolution adopted at any regular or special meeting of the Board of Directors by a majority of the Directors then in office.

4.3 Duties: (a) President: The President shall be the principal executive officer of the corporation and, subject to the control of the Board of Directors, shall supervise and control all the business and affairs of the corporation. He shall, when present, preside at all meetings of the stockholders and of the Board of Directors. He shall see that all orders and resolutions of the Board of Directors are carried into effect (unless any such order or resolution shall provide otherwise), and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time.

(b) Treasurer: The Treasurer shall (1) have charge. and custody of and be responsible for all funds and securities of the Corporation; (2) receive and give receipts for moneys due and payable to the corporation from any source whatsoever; (3) deposit all such moneys in the name of the corporation in such banks, trust companies, or other depositaries as shall be selected by resolution of the Board of Directors; and (4) in general perform all duties

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incident to the office of treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. He shall, if required by the Board of Directors, give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.

(c) Secretary: The Secretary shall (1) keep the minutes of the meetings of the stockholders, the Board of Directors, and all committees, if any, of which a secretary shall not have been appointed, in one or more books provided for that purpose; (2) see that all notices are duly given in accordance with the provisions of these by-laws and as required by law; (3) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal, is duly authorized; (4) keep a register of the post office address of each stockholder which shall be furnished to the Secretary by such stockholder; (5) have general charge of stock transfer books of the Corporation; and (6) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

ARTICLE V

CAPITAL STOCK

5.1 Stock Certificates: (a) Every holder of stock in the corporation shall be entitled to have a certificate signed by, or in the name of, the corporation by the President and by the Treasurer or the Secretary, certifying the number of shares owned by him.

(b) If such certificate is countersigned by a transfer agent other than the corporation or its employee, or by a registrar other than the corporation or its employee, the signatures of the officers of the corporation may be facsimiles, and, if permitted by law, any other signature may be a facsimile.

(c) In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of issue.

(d) Certificates of stock shall be issued in such form not inconsistent with the Certificate of Incorporation as shall be approved by the Board of Directors, and shall be numbered and registered in the order in which they were issued.

(e) All certificates surrendered to the corporation shall be canceled with the date of cancellation, and shall be retained by the Secretary, together with the powers of attorney to transfer and the assignments of the shares represented by such certificates, for such period of time as shall be prescribed from time to time by resolution of the Board of Directors.

5.2 Record Ownership: A record of the name and address of the holder of such certificate, the number of shares represented thereby and the date of issue thereof shall be

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made on the corporation’s books. The corporation shall be entitled to treat the holder of any share of stock as the holder in fact thereof, and accordingly shall not be bound to recognize any equitable or other claim to or interest in any share on the part of any other person, whether or not it shall have express or other notice thereof, except as required by law.

5.3 Transfer of Record Ownership: Transfers of stock shall be made on the books of the corporation only by direction of the person named in the certificate or his attorney, lawfully constituted in writing, and only upon the surrender of the certificate therefor and a written assignment of the shares evidenced thereby. Whenever any transfer of stock shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer if, when the certificates are presented to the corporation for transfer, both the transferor and the transferee request the corporation to do so.

5.4 Lost, Stolen or Destroyed Certificates: Certificates representing shares of the stock of the corporation shall be issued in place of any certificate alleged to have been lost, stolen or destroyed in such manner and on such terms and conditions as the Board of Directors from time to time may authorize.

5.5 Transfer Agent; Registrar; Rules Respecting Certificates: The corporation may maintain one or more transfer offices or agencies where stock of the corporation shall be transferable. The corporation may also maintain one or more registry offices where such stock shall be registered. The Board of Directors may make such rules and regulations as it may deem expedient concerning the issue, transfer and registration of stock certificates.

5.6 Fixing Record Date for Determination of Stockholders of Record: The Board of Directors may fix, in advance, a date as the record date for the purpose of determining stockholders entitled to notice of, or to vote at, any meeting of the stockholders or any adjournment thereof, or the stockholders entitled to receive payment of any dividend or other distribution or the allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or to express consent to corporate action in writing without a meeting, or in order to make a determination of the stockholders for the purpose of any other lawful action. Such record date in any case shall be not more than sixty days nor less than ten days before the date of a meeting of the stockholders, nor more than sixty days prior to any other action requiring such determination of the stockholders. A determination of stockholders of record entitled to notice or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

5.7 Dividends: Subject to the provisions of the Certificate of Incorporation, the Board of Directors may, out of funds legally available therefor at any regular or special meeting, declare dividends upon the capital stock of the corporation as and when they deem expedient. Before declaring any dividend there may be set apart out of any funds of the corporation available for dividends, such sum or sums as the Board of Directors from time to time in their discretion deem proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the Board of Directors shall deem conducive to the interests of the corporation.

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ARTICLE VI

SECURITIES HELD BY THE CORPORATION

6.1 Voting: Unless the Board of Directors shall otherwise order, the President, the Secretary or the Treasurer shall have full power and authority, on behalf of the corporation, to attend, act and vote at any meeting of the stockholders of any corporation in which the corporation may hold stock, and at such meeting to exercise any or all rights and powers incident to the ownership of such stock, and to execute on behalf of the corporation a proxy or proxies empowering another or others to act as aforesaid. The Board of Directors from time to time may confer like powers upon any other person or persons.

6.2 General Authorization to Transfer Securities Held by the Corporation (a) Any of the following officers, to wit: the President and the Treasurer shall be, and they hereby are, authorized and empowered to transfer, convert, endorse, sell, assign, set over and deliver any and all shares of stock, bonds, debentures, notes, subscription warrants, stock purchase warrants, evidence of indebtedness, or other securities now or hereafter standing in the name of or owned by the corporation, and to make, execute and deliver, under the seal of the corporation, any and all written instruments of assignment and transfer necessary or proper to effectuate the authority hereby conferred.

(b) Whenever there shall be annexed to any instrument of assignment and transfer executed pursuant to and in accordance with the foregoing paragraph (a), a certificate of the Secretary of the corporation in office at the date of such certificate setting forth the provisions of this Section 6.2 and stating that they are in full force and effect and setting forth the names of persons who are then officers of the corporation, then all persons to whom such instrument and annexed certificate shall thereafter come, shall be entitled, without further inquiry or investigation and regardless of the date of such certificate, to assume and to act in reliance upon the assumption that the shares of stock or other securities named in such instrument were theretofore duly and properly transferred, endorsed, sold, assigned, set over and delivered by the corporation, and that with respect to such securities the authority of these provisions of the by-laws and of such officers is still in full force and effect.

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ARTICLE VII

MISCELLANEOUS

7.1 Signatories: All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

7.2 Seal: The seal of the corporation shall be in such form and shall have such content as the Board of Directors shall from time to time determine.

7.3 Notice and Waiver of Notice: Whenever any notice of the time, place or purpose of any meeting of the stockholders, directors or a committee is required to be given under the law of the State of Delaware, the Certificate of Incorporation or these by-laws, a waiver thereof in writing, signed by the person or persons entitled to such notice, or a waiver by electronic transmission by the person entitled to notice whether before or after the holding thereof, or actual attendance at the meeting in person or, in the case of any stockholder, by his attorney-in-fact, shall be deemed equivalent to the giving of such notice to such persons.

7.4 Indemnity: The corporation shall indemnify its directors, officers and employees to the fullest extent allowed by law, provided, however, that it shall be within the discretion of the Board of Directors whether to advance any funds in advance of disposition of any action, suit or proceeding, and provided further that nothing in this section 7.4 shall be deemed to obviate the necessity of the Board of Directors to make any determination that indemnification of the director, officer or employee is proper under the circumstances because he has met the applicable standard of conduct set forth in subsections (a) and (b) of Section 145 of the Delaware General Corporation Law.

7.5 Fiscal Year: Except as from time to time otherwise determined by the Board of Directors, the fiscal year of the corporation shall end on                     .

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EX-3.82

Exhibit 3.82

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 02/05/1997

971038411 – 2714680

CERTIFICATE OF INCORPORATION

OF

VNU/SRDS MANAGEMENT CO., INC.

The undersigned, a natural person, for the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “General Corporation Law of the State of Delaware”), hereby certifies that:

FIRST: The name of the corporation (hereinafter called the “corporation”) is VNU/SRDS MANAGEMENT CO., INC.

SECOND: The address, including Street, number, city, and county, of the registered office of the corporation in the State of Delaware is 1013 Centre Road, City of Wilmington 19805, County of New Castle; and the name of the registered agent of the corporation in the State of Delaware at such address is Corporation Service Company.

THIRD: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH: The total number of shares of stock which the corporation shall have authority to issue is three thousand. The par value of each of such shares is one cent. All such shares are of one class and are shares of Common Stock.

FIFTH: The name and the mailing address of the incorporator are as follows:

NAME	MAILING ADDRESS
Melvin Maldonado	375 Hudson Street, 11th Floor
	New York, New York 10014

SIXTH: The corporation is to have perpetual existence.

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SEVENTH: Whenever a compromise or arrangement is proposed between this corporation and its creditors or .any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under § 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under § 291 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

EIGHTH: For the management of the business and for the conduct of the affairs of the corporation, and in further definition, limitation, and regulation of the powers of the corporation and of its directors and of its stockholders or any class thereof, as the case may be, it is further provided:

1. The management of the business and the conduct of the affairs of the corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the Bylaws. The phrase “whole Board” and the phrase “total number of directors” shall be deemed to have the same meaning, to wit, the total number of directors which the corporation would have if there were no vacancies. No election of directors need be by written ballot.

2. After the original or other Bylaws of the corporation have been adopted, amended, or repealed, as the case may be, in accordance with the provisions of § 109 of the General Corporation Law of the State of Delaware, and, after the corporation has received any payment for any of its stock, the power to adopt, amend, or repeal the Bylaws of the corporation may be exercised by the Board of Directors of the corporation; provided, however, that any provision for the classification of directors of the corporation for staggered terms pursuant to the provisions of subsection (d) of § 141 of the General Corporation Law of the State of Delaware shall be set forth in an initial Bylaw or in a Bylaw adopted by the stockholders entitled to vote of the corporation unless provisions for such classification shall be set forth in this certificate of incorporation.

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3. Whenever the corporation shall be authorized to issue only one class of stock, each outstanding share shall entitle the holder thereof to notice of, and the right to vote at, any meeting of stockholders. Whenever the corporation shall be authorized to issue more than one class of stock, no outstanding share of any class of stock which is denied voting power under the provisions of the certificate of incorporation shall entitle the holder thereof to the right to vote at any meeting of stockholders except as the provisions of paragraph (2) of subsection (b) of § 242 of the General Corporation Law of the State of Delaware shall otherwise require; provided, that no share of any such class which is otherwise denied voting power shall entitle the holder thereof to vote upon the increase or decrease in the number of authorized shares of said class.

NINTH: The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by the provisions of paragraph (7) of subsection (b) of § 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented.

TENTH: The corporation shall, to the fullest extent permitted by the provisions of § 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to he a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

ELEVENTH: From time to time any of the provisions of this certificate of incorporation may be amended, altered, or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the corporation by this certificate of incorporation are granted subject to the provisions of this Article ELEVENTH.

Signed on February 4, 1997.

/s/ Melvin Maldonado,

Melvin Maldonado, Incorporator

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STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 29:00 PM 10/01/1997

971330946 – 2714680

CERTIFICATE OF CHANGE OF LOCATION OF

REGISTERED OFFICE AND/OR REGISTERED AGENT

OF

VNU/SRDS MANAGEMENT CO., INC.

The Board of Directors of VNU/SRDS MANAGEMENT CO., INC. corporation of De1aware, on this 30^th day of September, A.D. 1997, do hereby resolve and order that the location of the Registered Office of this Corporation within this State be, and the same hereby is 9 East Loockerman Street, in the City of Dover, County of Kent, Zip Code 19901.

The name of the Registered Agent therein and in charge thereof upon whom process against this corporation may be served, is National Corporate Research, Ltd.

The VNU/SRDS MANAGEMENT CO., INC. a Corporation of Delaware, does hereby certify that the foregoing is a true copy of a resolution adopted by the Board of Directors at a meeting held as herein stated.

IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by its Secretary, the 30^th day of September, A.D. 1997.

/s/ James A. Ross
Name:	James A. Ross
Title:	Secretary

EX-3.83

Exhibit 3.83

BYLAWS

OF

VNU/SRDS MANAGEMENT CO., INC.

(a Delaware corporation)

ARTICLE I

STOCKHOLDERS

1. CERTIFICATES REPRESENTING STOCK. Certificates representing stock in the corporation shall be signed by, or in the name of, the corporation by the Chairman or Vice-Chairman of the Board of Directors, if any, or by the President or a Vice-President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the corporation. Any or all the signatures on any such certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.

Whenever the corporation shall be authorized to issue more than one class of stock or more than one series of any class of stock, and whenever the corporation shall issue any shares of its stock as partly paid stock, the certificates representing shares of any such class or series or of any such partly paid stock shall set forth thereon the statements prescribed by the General Corporation Law. Any restrictions on the transfer or registration of transfer of any shares of stock of any class or series shall be noted conspicuously on the certificate representing such shares.

The corporation may issue a new certificate of stock or uncertificated shares in place of any certificate theretofore issued by it, alleged to have been lost, stolen, or destroyed, and the Board of Directors may require the owner of the lost, stolen, or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged loss, theft, or destruction of any such certificate or the issuance of any such new certificate or uncertificated shares.

2. UNCERTIFICATED SHARES. Subject to any conditions imposed by the General Corporation Law, the Board of Directors of the corporation may provide by resolution or resolutions that some or all of any or all classes or series of the stock of the corporation shall

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be uncertificated shares. Within a reasonable time after the issuance or transfer of any uncertificated shares, the corporation shall send to the registered owner thereof any written notice prescribed by the General Corporation Law.

3. FRACTIONAL SHARE INTERESTS. The corporation may, but shall not be required to, issue fractions of a share. If the corporation does not issue fractions of a share, it shall (1) arrange for the disposition of fractional interests by those entitled thereto, (2) pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined, or (3) issue scrip or warrants in registered form (either represented by a certificate or uncertificated) or bearer form (represented by a certificate) which shall entitle the holder to receive a full share upon the surrender of such scrip or warrants aggregating a full share. A certificate for a fractional share or an uncertificated fractional share shall, but scrip or warrants shall not unless otherwise provided therein, entitle the holder to exercise voting rights, to receive dividends thereon, and to participate in any of the assets of the corporation in the event of liquidation. The Board of Directors may cause scrip or warrants to be issued subject to the conditions that they shall become void if not exchanged for certificates representing the full shares or uncertificated full shares before a specified date, or subject to the conditions that the shares for which scrip or warrants are exchangeable may be sold by the corporation and the proceeds thereof distributed to the holders of scrip or warrants, or subject to any other conditions which the Board of Directors may impose.

4. STOCK TRANSFERS. Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, transfers or registration of transfers of shares of stock of the corporation shall be made only on the stock ledger of the corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation or with a transfer agent or a registrar, if any, and, in the case of shares represented by certificates, on surrender of the certificate or certificates for such shares of stock properly endorsed and the payment of all taxes due thereon.

5. RECORD DATE FOR STOCKHOLDERS. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. In order that the corporation

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may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining the stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by the General Corporation Law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the General Corporation Law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action. In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion, or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

6. MEANING OF CERTAIN TERMS. As used herein in respect of the right to notice of a meeting of stockholders or a waiver thereof or to participate or vote thereat or to consent or dissent in writing in lieu of a meeting, as the case may be, the term “share” or “shares” or “share of stock” or “shares of stock” or “stockholder” or “stockholders” refers to an outstanding share or shares of stock and to a holder or holders of record of outstanding shares of stock when the corporation is authorized to issue only one class of shares of stock, and said reference is also intended to include any outstanding share or shares of stock and any holder or holders of record of outstanding shares of stock of any class upon which or upon whom the certificate of incorporation confers such rights where there are two or more classes or series of shares of stock or upon which or upon whom the General Corporation Law confers such rights notwithstanding that the certificate of incorporation may provide for more than one class or series of shares of stock, one or more of which are limited or denied such rights thereunder; provided, however, that no such right shall vest in the event of an increase or a decrease in the authorized number of shares of stock of any class or series which is otherwise denied voting rights under the provisions of the certificate of incorporation, except as any provision of law may otherwise require.

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7. STOCKHOLDER MEETINGS.

- TIME. The annual meeting shall be held on the date and at the time fixed, from time to time, by the directors, provided, that the first annual meeting shall be held on a date within thirteen months after the organization of the corporation, and each successive annual meeting shall be held on a date within thirteen months after the date of the preceding annual meeting. A special meeting shall be held on the date and at the time fixed by the directors.

- PLACE. Annual meetings and special meetings shall be held at such place, within or without the State of Delaware, as the directors may, from time to time, fix. Whenever the directors shall fail to fix such place, the meeting shall be held at the registered office of the corporation in the State of Delaware.

- CALL. Annual meetings and special meetings may be called by the directors or by any officer instructed by the directors to call the meeting.

- NOTICE OR WAIVER OF NOTICE. Written notice of all meetings shall be given, stating the place, date, and hour of the meeting and stating the place within the city or other municipality or community at which the list of stockholders of the corporation may be examined. The notice of an annual meeting shall state that the meeting is called for the election of directors and for the transaction of other business which may properly come before the meeting, and shall (if any other action which could be taken at a special meeting is to be taken at such annual meeting) state the purpose or purposes. The notice of a special meeting shall in all instances state the purpose or purposes for which the meeting is called. The notice of any meeting shall also include, or be accompanied by, any additional statements, information, or documents prescribed by the General Corporation Law. Except as otherwise provided by the General Corporation Law, a copy of the notice of any meeting shall be given, personally or by mail, not less than ten days nor more than sixty days before the date of the meeting, unless the lapse of the prescribed period of time shall have been waived, and directed to each stockholder at his record address or at such other address which he may have furnished by request in writing to the Secretary of the corporation. Notice by mail shall be deemed to be given when deposited, with postage thereon prepaid, in the United States Mail. If a meeting is adjourned to another time, not more than thirty days hence, and/or to another place, and if an announcement of the adjourned time and/or place is made at the meeting, it shall not be necessary to give notice of the adjourned meeting unless the directors, after adjournment, fix a new record date for the adjourned meeting. Notice need not be given to any stockholder who submits a written waiver of notice signed by him before or after the time stated therein. Attendance of a stockholder at a meeting of stockholders shall constitute a waiver of notice of such meeting, except when the stockholder attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice.

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- STOCKHOLDER LIST. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city or other municipality or community where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this section or the books of the corporation, or to vote at any meeting of stockholders.

- CONDUCT OF MEETING. Meetings of the stockholders shall be presided over by one of the following officers in the order of seniority and if present and acting – the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, the President, a Vice-President, or, if none of the foregoing is in office and present and acting, by a chairman to be chosen by the stockholders. The Secretary of the corporation, or in his absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present the Chairman of the meeting shall appoint a secretary of the meeting.

- PROXY REPRESENTATION. Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally.

- INSPECTORS. The directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof. If an inspector or inspectors are not appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, if any, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspectors at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding

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and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots, or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots, or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question, or matter determined by him or them and execute a certificate of any fact found by him or them. Except as otherwise required by subsection (e) of Section 231 of the General Corporation Law, the provisions of that Section shall not apply to the corporation.

- QUORUM. The holders of a majority of the outstanding shares of stock shall constitute a quorum at a meeting of stockholders for the transaction of any business. The stockholders present may adjourn the meeting despite the absence of a quorum.

- VOTING. Each share of stock shall entitle the holder thereof to one vote. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Any other action shall be authorized by a majority of the votes cast except where the General Corporation Law prescribes a different percentage of votes and/or a different exercise of voting power, and except as may be otherwise prescribed by the provisions of the certificate of incorporation and these Bylaws. In the election of directors, and for any other action, voting need not be by ballot.

8. STOCKHOLDER ACTION WITHOUT MEETINGS. Any action required by the General Corporation Law to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Action taken pursuant to this paragraph shall be subject to the provisions of Section 228 of the General Corporation Law.

ARTICLE II

DIRECTORS

1. FUNCTIONS AND DEFINITION. The business and affairs of the corporation shall be managed by or under the direction of the Board of Directors of the corporation. The Board of Directors shall have the authority to fix the compensation of the members thereof. The use of the phrase “whole board” herein refers to the total number of directors which the corporation would have if there were no vacancies.

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2. QUALIFICATIONS AND NUMBER. A director need not be a stockholder, a citizen of the United States, or a resident of the State of Delaware. The initial Board of Directors shall consist of one person. Thereafter the number of directors constituting the whole board shall be at least one. Subject to the foregoing limitation and except for the first Board of Directors, such number may be fixed from time to time by action of the stockholders or of the directors, or, if the number is not fixed, the number shall be one. The number of directors may be increased or decreased by action of the stockholders or of the directors.

3. ELECTION AND TERM. The first Board of Directors, unless the members thereof shall have been named in the certificate of incorporation, shall be elected by the incorporator or incorporators and shall hold office until the first annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal. Any director may resign at any time upon written notice to the corporation. Thereafter, directors who are elected at an annual meeting of stockholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal. Except as the General Corporation Law may otherwise require, in the interim between annual meetings of stockholders or of special meetings of stockholders called for the election of directors and/or for the removal of one or more directors and for the filling of any vacancy in that connection, newly created directorships and any vacancies in the Board of Directors, including unfilled vacancies resulting from the removal of directors for cause or without cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum, or by the sole remaining director.

4. MEETINGS.

- TIME. Meetings shall be held at such time as the Board shall fix, except that the first meeting of a newly elected Board shall be held as soon after its election as the directors may conveniently assemble.

- PLACE. Meetings shall be held at such place within or without the State of Delaware as shall be fixed by the Board.

- CALL. No call shall be required for regular meetings for which the time and place have been fixed. Special meetings may be called by or at the direction of the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, of the President, or of a majority of the directors in office.

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- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required for regular meetings for which the time and place have been fixed. Written, oral, or any other mode of notice of the time and place shall be given for special meetings in sufficient time for the convenient assembly of the directors thereat. Notice need not be given to any director or to any member of a committee of directors who submits a written waiver of notice signed by him before or after the time stated therein. Attendance of any such person at a meeting shall constitute a waiver of notice of such meeting, except when he attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the directors need be specified in any written waiver of notice.

- QUORUM AND ACTION. A majority of the whole Board shall constitute a quorum except when a vacancy or vacancies prevent such majority, whereupon a majority of the directors in office shall constitute a quorum, provided, that such majority shall constitute at least one-third of the whole Board. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting to another time and place. Except as herein otherwise provided, and except as otherwise provided by the General Corporation Law, the vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board. The quorum and voting provisions herein stated shall not be construed as conflicting with any provisions of the General Corporation Law and these Bylaws which govern a meeting of directors held to fill vacancies and newly created directorships in the Board or action of disinterested directors.

Any member or members of the Board of Directors or of any committee designated by the Board, may participate in a meeting of the Board, or any such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.

- CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if present and acting, shall preside at all meetings. Otherwise, the Vice-Chairman of the Board, if any and if present and acting, or the President, if present and acting, or any other director chosen by the Board, shall preside.

5. REMOVAL OF DIRECTORS. Except as may otherwise be provided by the General Corporation Law, any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.

6. COMMITTEES. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board may designate one or more directors as alternate members of any committee, who may

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replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of any such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise the powers and authority of the Board of Directors in the management of the business and affairs of the corporation with the exception of any authority the delegation of which is prohibited by Section 141 of the General Corporation Law, and may authorize the seal of the corporation to be affixed to all papers which may require it.

7. WRITTEN ACTION. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

ARTICLE III

OFFICERS

The officers of the corporation shall consist of a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Directors, a Chairman of the Board, a Vice-Chairman of the Board, an Executive Vice-President, one or more other Vice-Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers with such titles as the resolution of the Board of Directors choosing them shall designate. Except as may otherwise be provided in the resolution of the Board of Directors choosing him, no officer other than the Chairman or Vice-Chairman of the Board, if any, need be a director. Any number of offices may be held by the same person, as the directors may determine.

Unless otherwise provided in the resolution choosing him, each officer shall be chosen for a term which shall continue until the meeting of the Board of Directors following the next annual meeting of stockholders and until his successor shall have been chosen and qualified.

All officers of the corporation shall have such authority and perform such duties in the management and operation of the corporation as shall be prescribed in the resolutions of the Board of Directors designating and choosing such officers and prescribing their authority and duties, and shall have such additional authority and duties as are incident to their office except to the extent that such resolutions may be inconsistent therewith. The Secretary or an Assistant Secretary of the corporation shall record all of the proceedings of all meetings and actions in writing of stockholders, directors, and committees of directors, and shall exercise such additional authority and perform such additional duties as the Board shall assign to him. Any officer may be removed, with or without cause, by the Board of Directors. Any vacancy in any office may be filled by the Board of Directors.

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ARTICLE IV

CORPORATE SEAL

The corporate seal shall be in such form as the Board of Directors shall prescribe.

ARTICLE V

FISCAL YEAR

The fiscal year of the corporation shall be fixed, and shall be subject to change, by the Board of Directors.

ARTICLE VI

CONTROL OVER BYLAWS

Subject to the provisions of the certificate of incorporation and the provisions of the General Corporation Law, the power to amend, alter, or repeal these Bylaws and to adopt new Bylaws may be exercised by the Board of Directors or by the stockholders.

I HEREBY CERTIFY that the foregoing is a full, true, and correct copy of the Bylaws of VNU/SRDS MANAGEMENT CO., INC., a Delaware corporation, as in effect on the date hereof.

Dated:                             

/s/ Authorized Signatory

Secretary of

VNU/SRDS MANAGEMENT CO., INC.

(SEAL)

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EX-4.1(A)

Exhibit 4.1(a)

CREDIT AGREEMENT

Dated as of August 9, 2006

among

NIELSEN FINANCE LLC,

as a U.S. Borrower,

VNU, INC.,

as a U.S. Borrower,

VNU HOLDING AND FINANCE B.V.,

as Dutch Borrower,

THE GUARANTORS PARTY HERETO FROM TIME TO TIME

CITIBANK, N.A.,

as Administrative Agent, Swing Line Lender and L/C Issuer,

ABN AMRO BANK N.V.,

as Swing Line Lender

THE OTHER LENDERS PARTY HERETO FROM TIME TO TIME,

DEUTSCHE BANK SECURITIES INC.,

as Syndication Agent,

and

JPMORGAN CHASE BANK, N.A.,

ABN AMRO BANK N.V. and

ING BANK N.V.,

as Co-Documentation Agents

CITIGROUP GLOBAL MARKETS INC.,

DEUTSCHE BANK SECURITIES INC. and

J.P. MORGAN SECURITIES INC.,

as Co-Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS

		Page
ARTICLE I.
	DEFINITIONS AND ACCOUNTING TERMS
Section 1.01	Defined Terms.	1
Section 1.02	Other Interpretive Provisions.	59
Section 1.03	Accounting Terms.	59
Section 1.04	Rounding.	60
Section 1.05	References to Agreements, Laws, Etc.	60
Section 1.06	Times of Day.	60
Section 1.07	Timing of Payment of Performance.	60
Section 1.08	Currency Equivalents Generally.	60
Section 1.09	Change of Currency.	61
Section 1.10	Cumulative Credit Transactions.	61
ARTICLE II.
	THE COMMITMENTS AND CREDIT EXTENSIONS
Section 2.01	The Loans.	62
Section 2.02	Borrowings, Conversions and Continuations of Loans.	63
Section 2.03	Letters of Credit.	66
Section 2.04	Swing Line Loans.	75
Section 2.05	Prepayments.	78
Section 2.06	Termination or Reduction of Commitments.	81
Section 2.07	Repayment of Loans.	82
Section 2.08	Interest.	83
Section 2.09	Fees.	84
Section 2.10	Computation of Interest and Fees.	84
Section 2.11	Evidence of Indebtedness.	85
Section 2.12	Payments Generally.	85
Section 2.13	Sharing of Payments.	88
Section 2.14	Incremental Credit Extensions.	89
Section 2.15	Currency Equivalents.	91
ARTICLE III.
	TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY
Section 3.01	Taxes.	92

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		Page
Section 3.02	Illegality.	94
Section 3.03	Inability to Determine Rates.	94
Section 3.04	Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate Loans.	95
Section 3.05	Funding Losses.	96
Section 3.06	Matters Applicable to All Requests for Compensation.	97
Section 3.07	Replacement of Lenders under Certain Circumstances.	98
Section 3.08	Survival.	99
ARTICLE IV.
	CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
Section 4.01	Conditions Precedent to Term Loan Borrowings.	100
Section 4.02	Conditions to Credit Extensions under Revolving Credit Facilities.	100
ARTICLE V.
	REPRESENTATIONS AND WARRANTIES
Section 5.01	Existence, Qualification and Power; Compliance with Laws.	101
Section 5.02	Authorization; No Contravention.	101
Section 5.03	Governmental Authorization; Other Consents.	102
Section 5.04	Binding Effect.	102
Section 5.05	Financial Statements; No Material Adverse Effect.	103
Section 5.06	Litigation.	104
Section 5.07	No Default.	104
Section 5.08	Ownership of Property; Liens.	104
Section 5.09	Environmental Compliance.	104
Section 5.10	Taxes.	106
Section 5.11	ERISA Compliance.	106
Section 5.12	Subsidiaries; Equity Interests.	106
Section 5.13	Margin Regulations; Investment Company Act.	107
Section 5.14	Disclosure.	107
Section 5.15	Labor Matters.	107
Section 5.16	Patriot Act.	108
Section 5.17	Intellectual Property; Licenses, Etc.	109
Section 5.18	Solvency.	109

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		Page
Section 5.19	Subordination of Junior Financing.	109
Section 5.20	Dutch Banking Act.	109
Section 5.21	Security Documents.	110
ARTICLE VI.
	AFFIRMATIVE COVENANTS
Section 6.01	Financial Statements.	111
Section 6.02	Certificates; Other Information.	113
Section 6.03	Notices.	114
Section 6.04	Payment of Obligations.	114
Section 6.05	Preservation of Existence, Etc.	115
Section 6.06	Maintenance of Properties.	115
Section 6.07	Maintenance of Insurance.	115
Section 6.08	Compliance with Laws.	115
Section 6.09	Books and Records.	116
Section 6.10	Inspection Rights.	116
Section 6.11	Additional Collateral; Additional Guarantors.	116
Section 6.12	Compliance with Environmental Laws.	119
Section 6.13	Further Assurances and Post-Closing Conditions.	119
Section 6.14	Designation of Subsidiaries.	120
ARTICLE VII.
	NEGATIVE COVENANTS
Section 7.01	Liens.	121
Section 7.02	Investments.	124
Section 7.03	Indebtedness.	127
Section 7.04	Fundamental Changes.	131
Section 7.05	Dispositions.	132
Section 7.06	Restricted Payments.	135
Section 7.07	Change in Nature of Business.	138
Section 7.08	Transactions with Affiliates.	138
Section 7.09	Burdensome Agreements.	139
Section 7.10	Use of Proceeds.	140
Section 7.11	Financial Covenants.	140

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		Page
Section 7.12	Accounting Changes.	141
Section 7.13	Prepayments, Etc. of Indebtedness.	141
Section 7.14	Permitted Activities.	142
ARTICLE VIII.
	EVENTS OF DEFAULT AND REMEDIES
Section 8.01	Events of Default.	142
Section 8.02	Remedies Upon Event of Default.	145
Section 8.03	Exclusion of Immaterial Subsidiaries; Certain Dutch Matters.	146
Section 8.04	Application of Funds.	147
Section 8.05	Company’s Right to Cure.	148
ARTICLE IX.
	ADMINISTRATIVE AGENT AND OTHER AGENTS
Section 9.01	Appointment and Authorization of Agents.	149
Section 9.02	Delegation of Duties.	150
Section 9.03	Liability of Agents.	150
Section 9.04	Reliance by Agents.	150
Section 9.05	Notice of Default.	151
Section 9.06	Credit Decision; Disclosure of Information by Agents.	151
Section 9.07	Indemnification of Agents.	152
Section 9.08	Agents in their Individual Capacities.	153
Section 9.09	Successor Agents.	153
Section 9.10	Administrative Agent May File Proofs of Claim.	154
Section 9.11	Collateral and Guaranty Matters.	155
Section 9.12	Other Agents; Arrangers and Managers.	156
Section 9.13	Appointment of Supplemental Agents.	156
ARTICLE X.
	MISCELLANEOUS
Section 10.01	Amendments, Etc.	157
Section 10.02	Notices and Other Communications; Facsimile Copies.	160
Section 10.03	No Waiver; Cumulative Remedies.	161
Section 10.04	Attorney Costs and Expenses.	161
Section 10.05	Indemnification by the Borrowers.	162
Section 10.06	Payments Set Aside.	163

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		Page
Section 10.07	Successors and Assigns.	164
Section 10.08	Confidentiality.	169
Section 10.09	Setoff.	170
Section 10.10	Interest Rate Limitation.	170
Section 10.11	Counterparts.	170
Section 10.12	Integration.	171
Section 10.13	Survival of Representations and Warranties.	171
Section 10.14	Severability.	171
Section 10.15	GOVERNING LAW.	171
Section 10.16	WAIVER OF RIGHT TO TRIAL BY JURY.	172
Section 10.17	Binding Effect.	172
Section 10.18	Judgment Currency.	173
Section 10.19	Lender Action.	173
Section 10.20	USA Patriot Act.	174
Section 10.21	Agent for Service of Process.	174
Section 10.22	PMP Representations.	174
ARTICLE XI.
	GUARANTEE
Section 11.01	The Guarantee.	174
Section 11.02	Obligations Unconditional.	175
Section 11.03	Reinstatement.	176
Section 11.04	Subrogation; Subordination.	177
Section 11.05	Remedies.	177
Section 11.06	Instrument for the Payment of Money.	177
Section 11.07	Continuing Guarantee.	177
Section 11.08	General Limitation on Guarantee Obligations.	177
Section 11.09	Release of Guarantors.	178
Section 11.10	Right of Contribution.	178
Section 11.11	Certain Dutch Matters.	178

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SCHEDULES
1.01A	Commitments
1.01B	Unrestricted Subsidiaries
1.01C	Mandatory Cost Formulae
1.01D	Transaction
1.01E	Outstanding Indebtedness
1.01F	Existing Letters of Credit
5.05	Certain Liabilities
5.08	Ownership of Property
5.09(b)	Environmental Matters
5.09(d)	Environmental Actions
5.10	Taxes
5.11(a)	ERISA Compliance
5.12	Subsidiaries and Other Equity Investments
6.13(a)	Certain Collateral Documents
7.01(b)	Existing Liens
7.02(f)	Existing Investments
7.03(b)	Existing Indebtedness
7.05(k)	Dispositions
7.08	Transactions with Affiliates
7.09	Certain Contractual Obligations
10.02	Administrative Agent’s Office, Certain Addresses for Notices
EXHIBITS
Form of
A	Committed Loan Notice
B	Swing Line Loan Notice
C-1	Dollar Term Note
C-2	Euro Term Note
C-3	Revolving Credit Note
C-4	Swing Line Note
D	Compliance Certificate
E	Assignment and Assumption
F	Security Agreement
G-1	Perfection Certificate
G-2	Perfection Certificate Supplement
H	Intercompany Note

CREDIT AGREEMENT

This CREDIT AGREEMENT (this “Agreement”) is entered into as of August 9, 2006, among Nielsen Finance LLC, a Delaware limited liability company (together with its successors and assigns, “Nielsen”), VNU, INC., a New York corporation (together with its successors and assigns, “VNU, Inc.” and, together with Nielsen, the “U.S. Borrowers”), VNU Holding and Finance B.V., a private company organized under the laws of The Netherlands, having its corporate seat in Haarlem, The Netherlands (together with its successors and assigns, the “Dutch Borrower” and, together with the U.S. Borrowers, the “Borrowers”), the Guarantors party hereto from time to time, CITIBANK, N.A., as Administrative Agent, a Swing Line Lender and an L/C Issuer, ABN AMRO Bank N.V., as a Swing Line Lender, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), DEUTSCHE BANK SECURITIES INC., as Syndication Agent, and JPMORGAN CHASE BANK, N.A., ABN AMRO BANK N.V. and ING BANK N.V., as Co-Documentation Agents.

PRELIMINARY STATEMENTS

The Borrowers have requested that the Lenders extend credit to the Borrowers in the form of (i) Term Loans in an initial aggregate amount of up to $4,175,000,000 and €800,000,000 and (ii) Revolving Credit Loans in an initial aggregate amount of up to $687,500,000. The Tranche A Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to time.

The applicable Lenders have indicated their willingness to lend, and the L/C Issuers have indicated their willingness to issue Letters of Credit, in each case, on the terms and subject to the conditions set forth herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I.

Definitions and Accounting Terms

Section 1.01 Defined Terms.

As used in this Agreement, the following terms shall have the meanings set forth below:

“ACN” means ACN Holdings, Inc., a Delaware corporation.

“Acquired EBITDA” means, with respect to any Acquired Entity or Business for any period, the amount for such period of Consolidated EBITDA of such Acquired Entity or Business (determined as if references to the Covenant Parties and their Restricted Subsidiaries in the definition of Consolidated EBITDA were references to such Acquired Entity or Business and its Subsidiaries), all as determined on a consolidated basis for such Acquired Entity or Business.

“Acquired Entity or Business” has the meaning set forth in the definition of the term “Consolidated EBITDA”.

“Additional Lender” has the meaning set forth in Section 2.14(a).

“Administrative Agent” means Citibank, N.A., in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent; it being understood that Citibank, N.A. may designate any of its Affiliates, including without limitation Citicorp International Limited, as administrative agent for a particular Alternative Currency and that such Affiliate shall be considered an Administrative Agent for all purposes hereunder.

“Administrative Agent’s Office” means, with respect to any currency, the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02 with respect to such currency, or such other address or account with respect to such currency as the Administrative Agent may from time to time notify the Borrowers and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affiliate” means, with respect to any Person, (i) another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified, or (ii) if such Person is an investment fund, any other investment fund the primary investment advisor to which is the primary investment advisor to such Person or an Affiliate thereof. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Agent-Related Persons” means the Agents, together with their respective Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

“Agents” means, collectively, the Administrative Agent, the Collateral Agent, the Syndication Agent, the Co-Documentation Agents and the Supplemental Agents (if any).

“Aggregate Commitments” means the Commitments of all the Lenders.

“Agreement” means this Credit Agreement, as the same may be amended, supplemented or otherwise modified from time to time.

“Agreement Currency” has the meaning set forth in Section 10.18.

“Alternative Currency” means Euros, Canadian Dollars, Mexican Pesos, Sterling, Australian Dollars, Japanese Yen and Hong Kong Dollars.

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“Alternative Currency Loan” means a Loan that is a Eurocurrency Rate Loan and that is made in an Alternative Currency pursuant to the applicable Committed Loan Notice or a Swing Line Loan denominated in Euro.

“Anti-Terrorism Laws” has the meaning set forth in Section 5.16.

“Applicable ECF Percentage” means, for any fiscal year, (a) 50% if the Total Leverage Ratio as of the last day of such fiscal year is greater than or equal to 6.00 to 1.00, (b) 25% if the Total Leverage Ratio as of the last day of such fiscal year is less than 6.00 to 1.00 but greater than or equal to 5.00 to 1.00 and (c) 0% if the Total Leverage Ratio as of the last day of such fiscal year is less than 5.00 to 1.00.

“Applicable Rate” means a percentage per annum equal to:

(a) with respect to Euro Term Loans, 2.50%;

(b) with respect to Dollar Term Loans (i) until delivery of financial statements for the first full fiscal quarter commencing on or after the Tender Funding Date pursuant to Section 6.01, (A) 2.75% for Eurocurrency Rate Loans and (B) 1.75% for Base Rate Loans, and (ii) thereafter, the following percentages per annum based upon the Secured Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a):

Applicable Rate
Pricing Level	Secured Leverage Ratio	Eurocurrency Rate		Base Rate
1	<4.25:1	2.50	%	1.50	%
2	³4.25:1	2.75	%	1.75	%

(c) with respect to Revolving Credit Loans, unused Revolving Credit Commitments and Letter of Credit fees, (i) until delivery of financial statements for the first full fiscal quarter commencing on or after the Tender Funding Date pursuant to Section 6.01, (A) for Eurocurrency Rate Loans, 2.25%, (B) for Base Rate Loans, 1.25%, (C) for Letter of Credit fees, 2.25% less the fronting fee payable in respect of the applicable Letter of Credit and (D) for unused commitment fees, 0.50% and (ii) thereafter, the following percentages per annum (less, in the case of Letter of Credit fees, the fronting fee payable in respect of the applicable Letter of Credit), based upon the Total Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a):

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Applicable Rate
Pricing Level	Total Leverage Ratio	Eurocurrency Rate and Letter of Credit Fees		Base Rate		Unused Commitment Fee Rate
1	<5.0:1	1.50	%	0.50	%	0.375	%
2	³5.0:1 but <5.5:1	1.75	%	0.75	%	0.375	%
3	³5.5:1 but <6.0:1	2.00	%	1.00	%	0.50	%
4	³6.0:1	2.25	%	1.25	%	0.50	%

Any increase or decrease in the Applicable Rate resulting from a change in the Total Leverage Ratio or the Secured Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(a); provided that, at the option of the Administrative Agent or the Required Lenders, the highest Pricing Level shall apply (x) as of the first Business Day after the date on which a Compliance Certificate was required to have been delivered but was not delivered, and shall continue to so apply to and including the date on which such Compliance Certificate is so delivered (and thereafter the Pricing Level otherwise determined in accordance with this definition shall apply) and (y) as of the first Business Day after an Event of Default under Section 8.01(a) shall have occurred and be continuing, and shall continue to so apply to but excluding the date on which such Event of Default is cured or waived (and thereafter the Pricing Level otherwise determined in accordance with this definition shall apply).

“Appropriate Lender” means, at any time, (a) with respect to Loans of any Class, the Lenders of such Class, (b) with respect to Letters of Credit, (i) the relevant L/C Issuers and (ii) the Tranche A Revolving Credit Lenders and (c) with respect to the Swing Line Facility, (i) the relevant Swing Line Lender and (ii) if any Swing Line Loans are outstanding pursuant to Section 2.04(a), the Tranche A Revolving Credit Lenders.

“Approved Bank” has the meaning set forth in clause (c) of the definition of “Cash Equivalents”.

“Approved Fund” means any Fund that is administered, advised or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages a Lender.

“Arrangers” means Citigroup Global Markets Inc., J.P. Morgan Securities Inc. and Deutsche Bank Securities Inc.

“Assignees” has the meaning set forth in Section 10.07(b).

“Assignment and Assumption” means an Assignment and Assumption substantially in the form of Exhibit E.

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“Attorney Costs” means and includes all reasonable fees, expenses and disbursements of any law firm or other external legal counsel.

“Attributable Indebtedness” means, on any date, in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP.

“Audited Financial Statements” means the audited consolidated balance sheet of the Company and its Subsidiaries as of each of December 31, 2005 and 2004, and the related audited consolidated statements of income, of changes in shareholders’ equity and of cash flows for the Company and its Subsidiaries for the fiscal years ended December 31, 2005, 2004 and 2003, respectively.

“Australian Dollar” or “AUD” means lawful money of the Commonwealth of Australia.

“Auto-Extension Letter of Credit” has the meaning set forth in Section 2.03(b)(iii).

“Base Rate” means for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by Citibank, N.A. as its “prime rate.” The “prime rate” is a rate set by Citibank, N.A. based upon various factors including Citibank, N.A. costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Citibank, N.A. shall take effect at the opening of business on the day specified in the public announcement of such change.

“Base Rate Loan” means a Loan that bears interest based on the Base Rate.

“Basel II” has the meaning set forth in Section 3.04(a).

“BME” means VNU Business Media Europe B.V., a private company incorporated under the laws of The Netherlands, having its corporate seat in Haarlem, The Netherlands, and its and the other Subsidiaries of VNUHF that constitute the European portion of the Company’s BI segment (i) as identified to the Administrative Agent prior to the Closing Date and (ii) after the Closing Date.

“Borrowers” has the meaning set forth in the introductory paragraph to this Agreement.

“Borrowing” means a Revolving Credit Borrowing, a Swing Line Borrowing, or a Term Borrowing, as the context may require.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state

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where the Administrative Agent’s Office with respect to Obligations denominated in Dollars is located and:

(a) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Dollars, any fundings, disbursements, settlements and payments in Dollars in respect of any such Eurocurrency Rate Loan, or any other dealings in Dollars to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means any such day on which dealings in deposits in Dollars are conducted by and between banks in the London interbank eurodollar market; and

(b) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Euros, any fundings, disbursements, settlements and payments in Euros in respect of any such Eurocurrency Rate Loan, or any other dealings in Euros to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means a TARGET Day; and

(c) if such day relates to any interest rate settings as to an Alternative Currency Loan denominated in an Alternative Currency other than Euros, any fundings, disbursements, settlements and payments in such Alternative Currency in respect of any such Alternative Currency Loan, or any other dealings in such Alternative Currency to be carried out pursuant to this Agreement in respect of any such Alternative Currency Loan, means any such day on which dealings in deposits in such Alternative Currency are conducted by and between banks in the London or other applicable offshore interbank market and in the home country for such Alternative Currency.

“Canadian Borrower” shall mean a Restricted Subsidiary of VNUHF organized under the laws of Canada and identified by the Company to become a borrower under an additional Revolving Credit Facility hereunder pursuant to Section 2.14 hereof; provided, that such Restricted Subsidiary shall be reasonably acceptable to the Administrative Agent and shall execute and deliver an Incremental Amendment and such Collateral Documents or other Loan Documents as the Administrative Agent shall deem reasonably necessary for such Restricted Subsidiary to become a borrower hereunder.

“Canadian Dollar” and “CAD” means lawful money of Canada.

“Capital Expenditures” shall mean, for any period, the aggregate of (a) all expenditures (whether paid in cash or accrued as liabilities) by the Covenant Parties and their Restricted Subsidiaries during such period that, in conformity with GAAP, are or are required to be included as additions during such period to tangible fixed assets, Capitalized Software Expenditures and other deferred charges included in Capital Expenditures reflected in the consolidated balance sheet of the Covenant Parties and their Restricted Subsidiaries, and (b) the value of all assets under Capitalized Leases incurred by the Covenant Parties and their Restricted Subsidiaries during such period; provided that the term “Capital Expenditures” shall not include (i) expenditures made in connection with the replacement, substitution, restoration or repair of

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assets to the extent financed with (x) insurance proceeds paid on account of the loss of or damage to the assets being replaced, re-stored or repaired or (y) awards of compensation arising from the taking by eminent domain or condemnation of the assets being replaced, (ii) the purchase price of equipment that is purchased simultaneously with the trade-in of existing equipment to the extent that the gross amount of such purchase price is reduced by the credit granted by the seller of such equipment for the equipment being traded in at such time, (iii) the purchase of plant, property or equipment or software to the extent financed with the proceeds of Dispositions that are not required to be applied to prepay Term Loans pursuant to Section 2.05(b), (iv) expenditures that are accounted for as capital expenditures by a Covenant Party or any Restricted Subsidiary and that actually are paid for by a Person other than a Covenant Party or any Restricted Subsidiary and for which neither a Covenant Party nor any Restricted Subsidiary has provided or is required to provide or incur, directly or indirectly, any consideration or obligation to such Person or any other Person (whether before, during or after such period), (v) the book value of any asset owned by a Covenant Party or any Restricted Subsidiary prior to or during such period to the extent that such book value is included as a capital expenditure during such period as a result of such Person reusing or beginning to reuse such asset during such period without a corresponding expenditure actually having been made in such period, provided that (x) any expenditure necessary in order to permit such asset to be reused shall be included as a Capital Expenditure during the period in which such expenditure actually is made and (y) such book value shall have been included in Capital Expenditures when such asset was originally acquired, or (vi) expenditures that constitute Permitted Acquisitions.

“Capitalized Leases” means all leases that have been or should be, in accordance with GAAP, recorded as capitalized leases; provided that for all purposes hereunder the amount of obligations under any Capitalized Lease shall be the amount thereof accounted for as a liability in accordance with GAAP.

“Capitalized Software Expenditures” means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by the Covenant Parties and their Restricted Subsidiaries during such period in respect of purchased software or internally developed software and software enhancements that, in conformity with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of the Covenant Parties and their Restricted Subsidiaries.

“Cash Collateral” has the meaning specified in Section 2.03(g).

“Cash Collateral Account” means a blocked account at Citibank, N.A. (or another commercial bank selected in compliance with Section 9.09) in the name of the Administrative Agent and under the sole dominion and control of the Administrative Agent, and otherwise established in a manner satisfactory to the Administrative Agent.

“Cash Collateralize” has the meaning specified in Section 2.03(g).

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“Cash Equivalents” means any of the following types of Investments, to the extent owned by the Covenant Parties or any Restricted Subsidiary:

(a) Dollars, Euros or, in the case of any Foreign Subsidiary, such local currencies held by it from time to time in the ordinary course of business;

(b) readily marketable obligations issued or directly and fully guaranteed or insured by the government or any agency or instrumentality of (i) the United States or (ii) any member nation of the European Union, in each case having average maturities of not more than 12 months from the date of acquisition thereof; provided that the full faith and credit of the United States or a member nation of the European Union is pledged in support thereof;

(c) time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) is a Lender or (ii) (A) is organized under the Laws of the United States, any state thereof, the District of Columbia or any member nation of the Organization for Economic Cooperation and Development or is the principal banking Subsidiary of a bank holding company organized under the Laws of the United States, any state thereof, the District of Columbia or any member nation of the Organization for Economic Cooperation and Development, and is a member of the Federal Reserve System, and (B) has combined capital and surplus of at least $250,000,000 (any such bank in the foregoing clauses (i) or (ii) being an “Approved Bank”), in each case with average maturities of not more than 12 months from the date of acquisition thereof;

(d) commercial paper and variable or fixed rate notes issued by an Approved Bank (or by the parent company thereof) or any variable or fixed rate note issued by, or guaranteed by, a corporation rated A-2 (or the equivalent thereof) or better by S&P or P-2 (or the equivalent thereof) or better by Moody’s, in each case with average maturities of not more than 12 months from the date of acquisition thereof;

(e) repurchase agreements entered into by any Person with a bank or trust company (including any of the Lenders) or recognized securities dealer, in each case, having capital and surplus in excess of $250,000,000 for direct obligations issued by or fully guaranteed or insured by the government or any agency or instrumentality of (i) the United States or (ii) any member nation of the European Union, in which such Person shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations;

(f) securities with average maturities of 12 months or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government having an investment grade rating from either S&P or Moody’s (or the equivalent thereof);

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(g) Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s;

(h) instruments equivalent to those referred to in clauses (a) through (g) above denominated in Euros or any other foreign currency comparable in credit quality and tenor to those referred to above and customarily used by corporations for cash management purposes in any jurisdiction outside the United States to the extent reasonably required in connection with any business conducted by any Restricted Subsidiary organized in such jurisdiction; and

(i) Investments, classified in accordance with GAAP as current assets of a Covenant Party or any Restricted Subsidiary, in money market investment programs which are registered under the Investment Company Act of 1940 or which are administered by financial institutions having capital of at least $250,000,000, and, in either case, the portfolios of which are limited such that substantially all of such Investments are of the character, quality and maturity described in clauses (a) through (h) of this definition.

“Cash Management Obligations” means obligations owed by a Covenant Party or any Restricted Subsidiary to any Lender or any Affiliate of a Lender in respect of any overdraft and related liabilities arising from treasury, depository and cash management services or any automated clearing house transfers of funds.

“Casualty Event” means any event that gives rise to the receipt by a Covenant Party or any Restricted Subsidiary of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or real property.

“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as subsequently amended.

“CERCLIS” means the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the U.S. Environmental Protection Agency.

“CET” has the meaning specified in Section 2.04(b).

“Change of Control” shall be deemed to occur if:

(a) at any time prior to a Qualified IPO, any combination of Permitted Holders shall fail to own beneficially (within the meaning of Rule 13d-5 of the Exchange Act as in effect on the Closing Date), directly or indirectly, in the aggregate Equity Interests representing at least a majority of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Company; or

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(b) at any time after a Qualified IPO, (i) any person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Closing Date), other than any combination of the Permitted Holders or any “group” including any Permitted Holders, shall have acquired beneficial ownership of 35% or more on a fully diluted basis of the voting interest in the Company’s capital stock and the Permitted Holders shall own, directly or indirectly, less than such person or “group” on a fully diluted basis of the voting interest in the Company’s capital stock or (ii) during each period of twelve consecutive months, the supervisory board of directors of the Company shall not consist of a majority of the Continuing Directors; or

(c) a “change of control” (or similar event) shall occur under the Senior Subordinated Debt, the Senior Unsecured Debt, any Indebtedness for borrowed money permitted under Section 7.03 with an aggregate principal amount in excess of the Threshold Amount or any Permitted Refinancing Indebtedness in respect of any of the foregoing or any Disqualified Equity Interests.

“Class” (a) when used with respect to Lenders, refers to whether such Lenders are Tranche A Revolving Credit Lenders, Tranche B Revolving Credit Lenders, Tranche C Revolving Credit Lenders, Tranche D Revolving Credit Lenders, Tranche E Revolving Credit Lenders, Tranche F Revolving Credit Lenders, Tranche G Revolving Credit Lenders, Tranche H Revolving Credit Lenders, Dollar Term Lenders, or Euro Term Lenders, (b) when used with respect to Commitments, refers to whether such Commitments are Tranche A Revolving Credit Commitments, Tranche B Revolving Credit Commitments, Tranche C Revolving Credit Commitments, Tranche D Revolving Credit Commitments, Tranche E Revolving Credit Commitments, Tranche F Revolving Credit Commitments, Tranche G Revolving Credit Commitments, Tranche H Revolving Credit Commitments, Dollar Term Commitments, or Euro Term Commitments and (c) when used with respect to Loans or a Borrowing, refers to whether such Loans, or the Loans comprising such Borrowing, are Tranche A Revolving Credit Loans, Tranche B Revolving Credit Loans, Tranche C Revolving Credit Loans, Tranche D Revolving Credit Loans, Tranche E Revolving Credit Loans, Tranche F Revolving Credit Loans, Tranche G Revolving Credit Loans, Tranche H Revolving Credit Loans, Dollar Term Loans or Euro Term Loans.

“Clean-Up Period” has the meaning specified in Section 8.02(b).

“Closing Date” means the first date all the conditions precedent in Sections 4.01 and 4.02(a) are satisfied or waived in accordance with Sections 4.01 and 4.02(a).

“Code” means the U.S. Internal Revenue Code of 1986 and rules and regulations related thereto.

“Co-Documentation Agents” means JPMorgan Chase Bank, N.A., ABN AMRO Bank N.V. and ING Bank N.V., as co-documentation agents under this Agreement.

“Collateral” means the “Collateral” as defined in the Security Agreement and all the “Collateral” or “Pledged Assets” as defined in any other Collateral Document.

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“Collateral Agent” means Citibank, N.A., in its capacity as collateral agent or pledgee in its own name under any of the Loan Documents, or any successor collateral agent.

“Collateral Documents” means, collectively, the Security Agreement, each of the Mortgages, collateral assignments, security agreements, pledge agreements, intellectual property security agreements or other similar agreements delivered to the Administrative Agent and the Lenders pursuant to Section 6.11 or Section 6.13, and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Administrative Agent for the benefit of the Secured Parties.

“Commitment” means a Term Commitment or a Revolving Credit Commitment of any Class or of multiple Classes, as the context may require.

“Committed Loan Notice” means a notice of (a) a Borrowing, (b) a conversion of Loans from one Type to the other, or (c) a continuation of Eurocurrency Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A.

“Company” means VNU Group B.V. (formerly known as VNU N.V.), a private company incorporated under the laws of The Netherlands, having its corporate seat in Haarlem, The Netherlands, together with its successors and assigns.

“Company Restricted Payments Election” has the meaning set forth in Section 7.06(d).

“Compensation Period” has the meaning set forth in Section 2.12(c)(ii).

“Compliance Certificate” means a certificate substantially in the form of Exhibit D.

“Consolidated EBITDA” means, for any period, the Consolidated Net Income for such period, plus

(a) without duplication and to the extent already deducted (and not added back) in arriving at such Consolidated Net Income, the sum of the following amounts for such period:

(i) total interest expense (including interest expense attributable to Holdings Debt) and, to the extent not reflected in such total interest expense, any losses on hedging obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, net of interest income and gains on such hedging obligations, and costs of surety bonds in connection with financing activities, and commissions, discounts, yield and other fees and charges (including any interest expense) related to any Permitted Receivables Financing,

(ii) provision for taxes based on income, profits or capital of a Covenant Party or its Restricted Subsidiaries, including, without limitation, state, franchise and similar taxes and foreign withholding taxes paid or accrued during such period,

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(iii) depreciation and amortization (including amortization of Capitalized Software Expenditures) and amortization of unrecognized prior service costs and actuarial gains and losses related to pensions and other post-employment benefits,

(iv) Non-Cash Charges,

(v) extraordinary losses and unusual or non-recurring charges, duplicative running costs, severance, relocation costs and curtailments or modifications to pension and post-retirement employee benefit plans,

(vi) business optimization expenses and restructuring charges or reserves (including restructuring costs related to acquisitions after the date hereof and to closure/consolidation of facilities, retention charges, systems establishment costs and excess pension charges); provided that with respect to each business optimization expense or other restructuring charge or reserve, the Borrowers shall have delivered to the Administrative Agent an officer’s certificate specifying and quantifying such expense, charge or reserve and stating that such expense, charge or reserve is a business optimization expense or restructuring charge or reserve, as the case may be,

(vii) any deductions attributable to minority interests,

(viii) the amount of management, monitoring, consulting, transaction and advisory fees and related expenses paid to the Sponsors or their Affiliates,

(ix) the amount of net cost savings projected by Borrowers in good faith to be realized as a result of specified actions taken during such period (calculated on a pro forma basis as though such cost savings had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions, provided that (A) such cost savings are reasonably identifiable and factually supportable, (B) such actions are taken or committed to be taken within 36 months after the Closing Date, (C) no cost savings shall be added pursuant to this clause (ix) to the extent duplicative of any expenses or charges relating to such cost savings that are included in clause (vi) above with respect to such period and (D) the aggregate amount of cost savings added pursuant to this clause (ix) shall not exceed $125,000,000 for any period consisting of four consecutive quarters (while subject to upward or downward adjustment in accordance with this clause, it is agreed that as of the Closing Date the projected cost savings for the first full four fiscal quarter period ended after the Closing Date is €75.0 million), and

(x) cash distributions received from unconsolidated joint ventures and Unrestricted Subsidiaries, less

(b) without duplication and to the extent included in arriving at such Consolidated Net Income, the sum of the following amounts for such period:

(i) extraordinary gains and unusual or non-recurring gains,

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(ii) non-cash gains (excluding any non-cash gains to the extent it represents the reversal of an accrual or reserve for a potential cash item that reduced Consolidated EBITDA in any prior period),

(iii) gains on asset sales (other than asset sales in the ordinary course of business),

(iv) any net after-tax income from the early extinguishment of Indebtedness or hedging obligations or other derivative instruments, and

(v) all gains from investments recorded using the equity method (other than cash dividends actually received),

in each case, as determined on a consolidated basis for the Covenant Parties and their Restricted Subsidiaries (other than in respect of interest expense attributable to Holdings Debt) in accordance with GAAP; provided that, to the extent included in Consolidated Net Income,

(A) there shall be excluded in determining Consolidated EBITDA currency translation gains and losses related to currency remeasurements of indebtedness (including the net loss or gain (i) resulting from Swap Contracts for currency exchange risk and (ii) resulting from intercompany indebtedness),

(B) there shall be excluded in determining Consolidated EBITDA for any period any adjustments resulting from the application of Statement of Financial Accounting Standards No. 133 and International Accounting Standard No. 39 and their respective related pronouncements and interpretations,

(C) there shall be included in determining Consolidated EBITDA for any period, without duplication, (1) the Acquired EBITDA of any Person, property, business or asset acquired by a Covenant Party or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired), to the extent not subsequently sold, transferred or otherwise disposed of by such Covenant Party or such Restricted Subsidiary (each such Person, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”), based on the actual Acquired EBITDA of such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) and (2) for the purposes of the definition of the term “Permitted Acquisition” and Section 7.11, an adjustment equal to the amount of the Pro Forma Adjustment with respect to the Covenant Parties and their Restricted Subsidiaries or any Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer delivered to the Administrative Agent (for delivery to the Lenders), and

(D) for purposes of determining the Total Leverage Ratio or Interest Coverage Ratio only, there shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset sold, transferred or otherwise disposed of,

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closed or classified as discontinued operations by a Covenant Party or any Restricted Subsidiary of a Covenant Party during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”), based on the actual Disposed EBITDA of such Sold Entity or Business for such period (including the portion thereof occurring prior to such sale, transfer or disposition).

For the purpose of the definition of Consolidated EBITDA, “Non-Cash Charges” means (a) losses on asset sales, disposals or abandonments, (b) any impairment charge or asset write-off related to intangible assets, long-lived assets, and investments in debt and equity securities pursuant to GAAP, (c) all losses from investments recorded using the equity method, (d) stock-based awards compensation expense, and (e) other non-cash charges (provided that if any non-cash charges referred to in this clause (e) represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA in such future period to such extent paid, but excluding from this proviso, for the avoidance of doubt, non-cash charges consisting of the amortization of a prepaid cash item that was paid in a prior period).

“Consolidated Interest Expense” means, for any period, the sum, without duplication, of (i) the cash interest expense (including that attributable to Capitalized Leases), net of cash interest income, of the Covenant Parties and their Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP, with respect to all outstanding Indebtedness of the Covenant Parties and their Restricted Subsidiaries, including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under Swap Contracts and the cash interest expense attributable to Holdings Debt, and (ii) any cash payments made during such period in respect of obligations referred to in clause (b) below relating to Funded Debt that were amortized or accrued in a previous period, but excluding, however, (a) amortization of deferred financing costs and any other amounts of non-cash interest, (b) the accretion or accrual of discounted liabilities during such period, (c) commissions, discounts, yield and other fees and charges (including any interest expense) incurred in connection with a Permitted Receivables Financing and (d) all non-recurring cash interest expense consisting of liquidated damages for failure to timely comply with registration rights obligations and financing fees, all as calculated on a consolidated basis in accordance with GAAP; provided that for purposes of the definition of the term “Permitted Acquisition” and Section 7.11, there shall be included in determining Consolidated Interest Expense for any period the cash interest expense (or income) of any Acquired Entity or Business acquired during such period, based on the cash interest expense (or income) of such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) assuming any Indebtedness incurred or repaid in connection with any such acquisition had been incurred or prepaid on the first day of such period. Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated Interest Expense (i) for any period ending prior to the first anniversary of the Closing Date, Consolidated Interest Expense shall be an amount equal to actual Consolidated Interest Expense from the Closing Date through the date of determination multiplied by a fraction the numerator of which is 365 and the denominator of which is the number of days from the Closing Date through the date of determination and (ii) shall exclude the purchase accounting effects described in the last sentence of the definition of Consolidated Net Income.

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“Consolidated Net Income” means, for any period, the net income (loss) of the Covenant Parties and their Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, excluding, without duplication, (a) extraordinary items for such period, (b) the cumulative effect of a change in accounting principles during such period to the extent included in Consolidated Net Income (including changes from international financial reporting standards to United States financial reporting standards), (c) Transaction Expenses incurred during such period, (d) any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any acquisition, investment, asset disposition, issuance or repayment of debt, issuance of equity securities, refinancing transaction or amendment or other modification of any debt instrument (in each case, including any such transaction consummated prior to the Tender Funding Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction, (e) any income (loss) for such period attributable to the early extinguishment of indebtedness and (f) accruals and reserves that are established within twelve months after the Closing Date that are so required to be established as a result of the Transaction in accordance with GAAP. There shall be excluded from Consolidated Net Income for any period the purchase accounting effects of adjustments in component amounts required or permitted by GAAP and related authoritative pronouncements (including the effects of such adjustments pushed down to the Covenant Parties and their Restricted Subsidiaries), as a result of the Transaction, any acquisition consummated prior to the Tender Funding Date, any Permitted Acquisitions, or the amortization or write-off of any amounts thereof.

“Consolidated Total Net Debt” shall mean, as of any date of determination, (a) the aggregate principal amount of Indebtedness of the Covenant Parties and their Restricted Subsidiaries outstanding on such date, determined on a consolidated basis in accordance with GAAP, consisting of Indebtedness for borrowed money, Attributable Indebtedness, and debt obligations evidenced by promissory notes or similar instruments, plus (b) the aggregate principal amount of Holdings Debt as reflected on the Company’s balance sheet, minus (c) the aggregate amount of cash and Cash Equivalents, in each case, free and clear of all Liens, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Section 7.01(p) and Section 7.01(q) and clauses (i) and (ii) of Section 7.01(r), in excess of the sum of (x) $10,000,000 million and (y) any Restricted Cash included in the consolidated balance sheet of the Covenant Parties and their Restricted Subsidiaries as of such date.

“Consolidated Working Capital” means, with respect to the Covenant Parties and their Restricted Subsidiaries on a consolidated basis at any date of determination, Current Assets at such date of determination minus Current Liabilities at such date of determination; provided, that, increases or decreases in Consolidated Working Capital shall be calculated without regard to any changes in Current Assets or Current Liabilities as a result of (a) any reclassification in accordance with GAAP of assets or liabilities, as applicable, between current and noncurrent or (b) the effects of purchase accounting.

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“Continuing Directors” means the supervisory directors of the Company on the Closing Date, as elected or appointed after giving effect to the Transaction, and each other supervisory director, if, in each case, such other supervisory director’s nomination for election to the supervisory board of directors of the Company is recommended by a majority of the then Continuing Directors or such other supervisory director receives the vote of the Permitted Holders in his or her election by the stockholders of the Company.

“Contract Consideration” has the meaning set forth in the definition of “Excess Cash Flow.”

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” has the meaning specified in the definition of “Affiliate.”

“Covenant Parties” means (i) each of VNUHF, VNU International, ACN, VNU, Inc., and the Borrowers and (ii) at the Company’s sole discretion, upon written notice to the Administrative Agent, the Company and any Subsidiary of the Company as designated by the Company; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Covenant Parties shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Nielsen shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance) and (iii) once an entity is designated a Covenant Party it remains a Covenant Party for the term of this Agreement. The designation of any entity as a Covenant Party shall constitute the incurrence at the time of designation of any Investment, Indebtedness or Liens of such entity existing at such time (but, for the avoidance of doubt, without duplication of any Holdings Debt existing at such time to the extent it already constitutes Indebtedness for any given purpose). Consolidated EBITDA applicable to an entity designated a Covenant Party shall only be included within such definition to the extent related to a fiscal quarter beginning after such designation.

“Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

“Cumulative Credit” means, at any date, an amount, not less than zero in the aggregate, determined on a cumulative basis equal to, without duplication:

(a) the Cumulative Retained Excess Cash Flow Amount at such time, plus

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(b) the cumulative amount of proceeds (including cash and the fair market value of property other than cash) from the sale of (i) Equity Interests of the Company or any direct or indirect parent of the Company after the Tender Funding Date and on or prior to such time (including upon exercise of warrants or options) which proceeds have been contributed as common equity to the capital of the Company, or (ii) the common Equity Interests of a Covenant Party issued upon conversion of Indebtedness (other than Indebtedness that is contractually subordinated to the Obligations) of a Covenant Party or any Restricted Subsidiary of a Covenant Party or Holdings Debt owed to a Person other than a Loan Party or a Restricted Subsidiary of a Loan Party not previously applied for a purpose other than use in the Cumulative Credit; plus

(c) 100% of the aggregate amount of contributions to the common capital of the Company received in cash (and the fair market value of property other than cash) after the Tender Funding Date; plus

(d) the principal amount of any Indebtedness (including the liquidation preference or maximum fixed repurchase price, as the case may be, of any Disqualified Equity Interests) of a Covenant Party or Holdings Debt issued after the Tender Funding Date (other than Indebtedness issued to a Restricted Subsidiary), which has been converted into or exchanged for Equity Interests (other than Disqualified Equity Interests) in the Company or any direct or indirect parent of the Company, plus

(e) 100% of the aggregate amount received by a Covenant Party or any Restricted Subsidiary of a Covenant Party in cash (and the fair market value of property other than cash received by a Covenant Party or any such Restricted Subsidiary) from:

(A) the sale (other than to a Covenant Party or any such Restricted Subsidiary) of the Equity Interests of an Unrestricted Subsidiary, or

(B) any dividend or other distribution by an Unrestricted Subsidiary, plus

(f) in the event any Unrestricted Subsidiary has been re-designated as a Restricted Subsidiary or has been merged, consolidated or amalgamated with or into, or transfers or conveys its assets to, or is liquidated into, a Covenant Party or a Restricted Subsidiary, the fair market value of the Investments of the Covenant Parties and the Restricted Subsidiaries in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable), plus

(g) an amount equal to any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received by the Covenant Parties or any Restricted Subsidiary in respect of any Investments made pursuant to Section 7.02(n), minus

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(h) any amount of the Cumulative Credit used to make Investments pursuant to Section 7.02(s) after the Tender Funding Date and prior to such time, minus

(i) any amount of the Cumulative Credit used to make Investments pursuant to Section 7.02(n) after the Tender Funding Date and prior to such time, minus

(j) any amount of the Cumulative Credit used to pay dividends or make distributions pursuant to Section 7.06(h) after the Tender Funding Date and prior to such time, minus

(k) any amount of the Cumulative Credit used to make payments or distributions in respect of Junior Financings pursuant to Section 7.13 after the Tender Funding Date and prior to such time.

“Cumulative Retained Excess Cash Flow Amount” means, at any date, an amount, not less than zero in the aggregate, determined on a cumulative basis equal to the aggregate cumulative sum of the Retained Percentage of Excess Cash Flow for all Excess Cash Flow Periods ending after the Tender Funding Date and prior to such date.

“Current Assets” means, with respect to the Covenant Parties and their Restricted Subsidiaries on a consolidated basis at any date of determination, the sum of (a) all assets (other than cash and Cash Equivalents) that would, in accordance with GAAP, be classified on a consolidated balance sheet of the Covenant Parties and their Restricted Subsidiaries as current assets at such date of determination, other than amounts related to current or deferred Taxes based on income or profits (but excluding assets held for sale, loans (permitted) to third parties, pension assets, deferred bank fees and derivative financial instruments) and (b) in the event that a Permitted Receivables Financing is accounted for off balance sheet, (x) gross accounts receivable comprising part of the Receivables Assets subject to such Permitted Receivables Financing less (y) collections against the amounts sold pursuant to clause (x).

“Current Liabilities” means, with respect to the Covenant Parties and their Restricted Subsidiaries on a consolidated basis at any date of determination, all liabilities that would, in accordance with GAAP, be classified on a consolidated balance sheet of the Covenant Parties and their Restricted Subsidiaries as current liabilities at such date of determination, other than (a) the current portion of any Indebtedness, (b) accruals of Consolidated Interest Expense (excluding Consolidated Interest Expense that is due and unpaid), (c) accruals for current or deferred Taxes based on income or profits, (d) accruals of any costs or expenses related to restructuring reserves and (e) any Revolving Credit Exposure or Revolving Credit Loans.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, the Dutch Bankruptcy Act (Faillissementswet) and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, faillissement, surseance van betaling, onderbewindstelling, ontbinding, or similar debtor relief Laws of the United States, The Netherlands or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

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“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Default Rate” means an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate, if any, applicable to Base Rate Loans plus (c) 2.0% per annum; provided that with respect to an Alternative Currency Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate and any applicable Mandatory Cost) otherwise applicable to such Loan plus 2.0% per annum, in each case, to the fullest extent permitted by applicable Laws.

“Defaulting Lender” means any Lender that (a) has failed to fund any portion of the Term Loans, Revolving Credit Loans, participations in L/C Obligations or participations in Swing Line Loans required to be funded by it hereunder within one (1) Business Day of the date required to be funded by it hereunder, unless the subject of a good faith dispute or subsequently cured, (b) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one (1) Business Day of the date when due, unless the subject of a good faith dispute or subsequently cured, or (c) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.

“Designated Non-Cash Consideration” means the fair market value of non-cash consideration received by a Covenant Party or a Restricted Subsidiary in connection with a Disposition pursuant to Section 7.05(j) that is designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer, setting forth the basis of such valuation (which amount will be reduced by the fair market value of the portion of the non-cash consideration converted to cash within 180 days following the consummation of the applicable Disposition).

“Designation Date” shall have the meaning set forth in Section 6.14

“Disposed EBITDA” means, with respect to any Sold Entity or Business for any period, the amount for such period of Consolidated EBITDA of such Sold Entity or Business (determined as if references to the Covenant Parties and their Restricted Subsidiaries in the definition of Consolidated EBITDA were references to such Sold Entity or Business and its Subsidiaries), all as determined on a consolidated basis for such Sold Entity or Business.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction and any sale or issuance of Equity Interests) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith; provided that “Disposition” and “Dispose” shall not be deemed to include (a) any issuance by VNUHF of any of its Equity Interests to another Person or (b) any non-cash sale, conveyance, transfer or other disposition of the Transactions Intercompany Obligations.

“Disqualified Equity Interests” means any Equity Interest which, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily

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redeemable, pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), (b) is redeemable at the option of the holder thereof, in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is ninety-one (91) days after the Maturity Date of the Term Loans.

“Dollar” and “$” mean lawful money of the United States.

“Dollar Amount” means, at any time:

(a) with respect to any Loan denominated in Dollars (including, with respect to any Swing Line Loan, any funded participation therein), the principal amount thereof then outstanding (or in which such participation is held);

(b) with respect to any Alternative Currency Loan (including, with respect to any Swing Line Loan, any funded participation therein), the principal amount thereof then outstanding in the relevant Alternative Currency, converted to Dollars in accordance with Section 1.08 and Section 2.15(a); and

(c) with respect to any L/C Obligation (or any risk participation therein), (A) if denominated in Dollars, the amount thereof and (B) if denominated in an Alternative Currency, the amount thereof converted to Dollars in accordance with Section 1.08 and Section 2.15(a).

“Dollar Refinanced Term Loans” has the meaning specified in Section 10.01.

“Dollar Replacement Term Loans” has the meaning specified in Section 10.01

“Dollar Term Commitment” means, as to each Dollar Term Lender, its obligation to make a Dollar Term Loan to Nielsen pursuant to Section 2.01(a) in an aggregate Dollar Amount not to exceed the amount set forth opposite such Lender’s name on Schedule 1.01A under the caption “Dollar Term Commitment” or in the Assignment and Assumption pursuant to which such Dollar Term Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement (including Section 2.14). The initial aggregate amount of the Dollar Term Commitments is $4,175,000,000.

“Dollar Term Lender” means, at any time, any Lender that has a Dollar Term Commitment or a Dollar Term Loan at such time.

“Dollar Term Loan” means a Loan made pursuant to Section 2.01(a).

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“Dollar Term Note” means a promissory note of Nielsen payable to any Dollar Term Lender or its registered assigns, in substantially the form of Exhibit C-1 hereto, evidencing the aggregate Indebtedness of Nielsen to such Dollar Term Lender resulting from the Dollar Term Loans made by such Dollar Term Lender.

“Domestic Subsidiary” means any Subsidiary that is organized under the Laws of the United States, any state thereof or the District of Columbia.

“DNB” means the Dutch Central Bank (De Nederlandsche Bank N.V.).

“Dutch Banking Act” means the Dutch Act on the Supervision of Credit Institutions 1992 (Wet toezicht kredietwezen 1992) as amended from time to time.

“Dutch Borrower” has the meaning set forth in the introductory paragraph to this Agreement.

“Eligible Assignee” has the meaning set forth in Section 10.07(a).

“EMU Legislation” means the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency.

“Environment” means indoor air, ambient air, surface water, groundwater, drinking water, land surface, subsurface strata, and natural resources such as wetlands, flora and fauna.

“Environmental Laws” means the common law and any and all Federal, state, local, and foreign statutes, Laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution, the protection of the Environment or, to the extent relating to exposure to Hazardous Materials, human health or to the Release or threat of Release of Hazardous Materials into the Environment.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of investigation and remediation, fines, penalties or indemnities), of the Loan Parties or any Restricted Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials into the Environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Environmental Permit” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

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“Equity Interests” means, with respect to any Person, all of the shares, interests, rights, participations or other equivalents (however designated) of capital stock of (or other ownership or profit interests or units in) such Person and all of the warrants, options or other rights for the purchase, acquisition or exchange from such Person of any of the foregoing (including through convertible securities).

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that is under common control with a Loan Party or any Restricted Subsidiary within the meaning of Section 414 of the Code or Section 4001 of ERISA.

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by a Loan Party, any Restricted Subsidiary or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by a Loan Party, any Restricted Subsidiary or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon a Loan Party, any Restricted Subsidiary or any ERISA Affiliate.

“Euro” and “EUR” means the lawful currency of the Participating Member States introduced in accordance with EMU Legislation.

“Euro Refinanced Term Loans” has the meaning specified in Section 10.01.

“Euro Replacement Term Loans” has the meaning specified in Section 10.01.

“Euro Term Commitment” means, as to each Euro Term Lender, its obligation to make a Euro Term Loan to Nielsen pursuant to Section 2.01(b) in an aggregate Dollar Amount not to exceed the amount set forth opposite such Lender’s name on Schedule 1.01A under the caption “Euro Term Commitment” or in the Assignment and Assumption pursuant to which such Euro Term Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement (including Section 2.14). The initial aggregate amount of the Euro Term Commitments is €800,000,000.

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“Euro Term Lender” means, at any time, any Lender that has a Euro Term Commitment or a Euro Term Loan at such time.

“Euro Term Loan” means a Loan made pursuant to Section 2.01(b).

“Euro Term Note” means a promissory note of Nielsen payable to any Euro Term Lender or its registered assigns, in substantially the form of Exhibit C-2 hereto, evidencing the aggregate Indebtedness of Nielsen to such Euro Term Lender resulting from the Euro Term Loans made by such Euro Term Lender.

“Eurocurrency Rate” means, for any Interest Period with respect to any Eurocurrency Rate Loan:

(i) denominated in a currency other than Australian Dollars, Hong Kong Dollars or Japanese Yen:

(a) the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate that appears on the page of the Dow Jones Market screen (or any successor thereto) that displays an average British Bankers Association Interest Settlement Rate for deposits in Dollars or the relevant Alternative Currency (for delivery on the first day of such Interest Period), as applicable, with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period, or, if different, the date on which quotations would customarily be provided by leading banks in the London Interbank Market for deposits of amounts in the relevant currency for delivery on the first day of such Interest Period, or

(b) if the rate referenced in the preceding clause (a) does not appear on such page or service or such page or service shall not be available, the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate on such other page or other service that displays an average British Bankers Association Interest Settlement Rate for deposits in Dollars or the relevant Alternative Currency (for delivery on the first day of such Interest Period), as applicable, with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period, or, if different, the date on which quotations would customarily be provided by leading banks in the London Interbank Market for deposits of amounts in the relevant currency for delivery on the first day of such Interest Period, or

(c) if the rates referenced in the preceding clauses (a) and (b) are not available, the rate per annum determined by the Administrative Agent as the rate of interest at which deposits in Dollars or the relevant Alternative Currency for delivery on the first day of such Interest Period in Same Day Funds in the approximate amount of the Eurocurrency Rate Loan being made, continued or converted by Citibank, N.A. and with a term equivalent to such Interest Period would be offered by Citibank, N.A.’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time)

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two (2) Business Days prior to the first day of such Interest Period or, if different, the date on which quotations would customarily be provided by leading banks in the London Interbank Market for deposits of amounts in the relevant currency for delivery on the first day of such Interest Period;

(ii) denominated in Australian Dollars:

(a) the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate that appears on page BBSY of the Reuters screen (or any successor thereto) for deposits in Australian Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 10:30 a.m. (Sydney time) on the first day of such Interest Period, or, if different, the date on which quotations would customarily be provided by leading banks in the same interbank market for deposits of amounts in Australian Dollars for delivery on the first day of such Interest Period, or

(b) if the rate referenced in the preceding clause (a) is not available, the rate per annum determined by the Administrative Agent as the rate of interest at which deposits in Australian Dollars for delivery on the first day of such Interest Period in Same Day Funds in the approximate amount of the Eurocurrency Rate Loan being made, continued or converted by Citibank, N.A. and with a term equivalent to such Interest Period would be offered by Citibank, N.A.’s applicable branch to major banks in such interbank eurodollar market at their request at approximately 10:30 a.m. (Sydney time) on the first day of such Interest Period or, if different, the date on which quotations would customarily be provided by leading banks in such market for deposits of amounts in Australian Dollars for delivery on the first day of such Interest Period;

(iii) denominated in Hong Kong Dollars:

(a) the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate that appears on page 9898 (HIBOR) of the Reuters Screen (or any successor thereto) for deposits in Hong Kong Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (Hong Kong time) on the first day of such Interest Period, or, if different, the date on which quotations would customarily be provided by leading banks in the same interbank market for deposits of amounts in Hong Kong Dollars for delivery on the first day of such Interest Period, or

(b) if the rate referenced in the preceding clause (a) is not available, the rate per annum determined by the Administrative Agent as the rate of interest at which deposits in Hong Kong Dollars for delivery on the first day of such Interest Period in Same Day Funds in the approximate amount of the Eurocurrency Rate Loan being made, continued or converted by Citibank, N.A. and with a term equivalent to such Interest Period would be offered by Citibank, N.A.’s applicable branch to major banks in such interbank eurodollar market at their request at approximately 11:00 a.m. (Hong Kong time) on the first day of such Interest Period or, if different, the date on which quotations would customarily be provided by leading banks in such market for deposits of amounts in Hong Kong Dollars for delivery on the first day of such Interest Period; and

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(iv) denominated in Japanese Yen:

(a) the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate that appears on page 3750 (LIBOR) of the Reuters screen (or any successor thereto) for deposits in Yen (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period, or, if different, the date on which quotations would customarily be provided by leading banks in the London Interbank Market for deposits of amounts in Yen for delivery on the first day of such Interest Period, or

(b) if the rate referenced in the preceding clause (a) does not appear on such page or service or such page or service shall not be available, the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate on such other page or other service that displays an average British Bankers Association Interest Settlement Rate for deposits in Yen (for delivery on the first day of such Interest Period), as applicable, with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period, or, if different, the date on which quotations would customarily be provided by leading banks in the London Interbank Market for deposits of amounts in Yen on the first day of such Interest Period, or

(c) if the rates referenced in the preceding clauses (a) and (b) are not available, the rate per annum determined by the Administrative Agent as the rate of interest at which deposits in Yen for delivery on the first day of such Interest Period in Same Day Funds in the approximate amount of the Eurocurrency Rate Loan being made, continued or converted by Citibank, N.A. and with a term equivalent to such Interest Period would be offered by Citibank, N.A.’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period or, if different, the date on which quotations would customarily be provided by leading banks in the London Interbank Market for deposits of amounts in Yen for delivery on the first day of such Interest Period.

“Eurocurrency Rate Loan” means a Loan, whether denominated in Dollars or in an Alternative Currency, that bears interest at a rate based on the Eurocurrency Rate and a Swing Line Loan denominated in Euro.

“Event of Default” has the meaning specified in Section 8.01.

“Excess Cash Flow” means, for any period, an amount equal to (a) the sum, without duplication, of (i) Consolidated Net Income for such period, (ii) an amount equal to the amount of all non-cash charges to the extent deducted in arriving at such Consolidated Net Income, (iii) decreases in Consolidated Working Capital and long-term account receivables for such period

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(other than any such decreases arising from acquisitions or dispositions by the Covenant Parties and its Restricted Subsidiaries completed during such period) and (iv) an amount equal to the aggregate net non-cash loss on the sale, lease, transfer or other disposition of assets by the Covenant Parties and their Restricted Subsidiaries during such period (other than sales in the ordinary course of business) to the extent deducted in arriving at such Consolidated Net Income minus (b) the sum, without duplication, of (i) an amount equal to the amount of all non-cash credits included in arriving at such Consolidated Net Income and cash charges included in clauses (a) through (f) of the definition of Consolidated Net Income, (ii) without duplication of amounts deducted pursuant to clause (xi) below in prior fiscal years, the amount of Capital Expenditures made in cash or accrued during such period, except to the extent that such Capital Expenditures were financed with the proceeds of Indebtedness of the Covenant Parties and their Restricted Subsidiaries, (iii) the aggregate amount of all principal payments of Indebtedness of the Covenant Parties or their Restricted Subsidiaries (including (A) the principal component of payments in respect of Capitalized Leases and (B) the amount of any scheduled repayment of Term Loans pursuant to Section 2.07 and any mandatory prepayment of Term Loans pursuant to Section 2.05(b)(ii) or (iii) to the extent required due to a Disposition that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase but excluding (X) all voluntary prepayments of Term Loans and (Y) all prepayments of Revolving Credit Loans and Swing Line Loans) made during such period (other than in respect of any revolving credit facility to the extent there is not an equivalent permanent reduction in commitments thereunder), except to the extent financed with the proceeds of other Indebtedness of the Covenant Parties or their Restricted Subsidiaries, (iv) an amount equal to the aggregate net non-cash gain on Dispositions by the Covenant Parties and their Restricted Subsidiaries during such period (other than Dispositions in the ordinary course of business) to the extent included in arriving at such Consolidated Net Income, (v) increases in Consolidated Working Capital and long-term account receivables for such period (other than any such increases arising from acquisitions or dispositions by the Covenant Parties and their Restricted Subsidiaries during such period), (vi) cash payments by the Covenant Parties and their Restricted Subsidiaries during such period in respect of long-term liabilities of the Covenant Parties and their Restricted Subsidiaries other than Indebtedness, (vii) without duplication of amounts deducted pursuant to clause (xi) below in prior fiscal years, the amount of Investments and acquisitions made during such period pursuant to Section 7.02 (other than Section 7.02(a)) to the extent that such Investments and acquisitions were financed with internally generated cash flow of the Covenant Parties and their Restricted Subsidiaries, (viii) the amount of Restricted Payments paid during such period pursuant to Sections 7.06(d), (h) or (i) (clauses (i), (ii), (iii) or (v) only) to the extent such Restricted Payments were financed with internally generated cash flow of the Covenant Parties and their Restricted Subsidiaries, (ix) the aggregate amount of expenditures actually made by the Covenant Parties and their Restricted Subsidiaries in cash during such period (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period, (x) the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by the Covenant Parties and their Restricted Subsidiaries during such period that are required to be made in connection with any prepayment of Indebtedness, (xi) without duplication of amounts deducted from Excess Cash Flow in prior periods, the aggregate

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consideration required to be paid in cash by the Covenant Parties and their Restricted Subsidiaries pursuant to binding contracts (the “Contract Consideration”) entered into prior to or during such period relating to Permitted Acquisitions or Capital Expenditures to be consummated or made, plus any restructuring cash expenses, pension payments or tax contingency payments that have been added to Excess Cash Flow pursuant to clause (a)(ii) above required to be made, in each case during the period of four consecutive fiscal quarters of the Company following the end of such period, provided that to the extent the aggregate amount of internally generated cash actually utilized to finance such Permitted Acquisitions during such period of four consecutive fiscal quarters is less than the Contract Consideration, the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such period of four consecutive fiscal quarters, and (xii) the amount of cash taxes paid in such period to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period. Notwithstanding anything in the definition of any term used in the definition of Excess Cash Flow to the contrary, all components of Excess Cash Flow shall be computed for the Covenant Parties and their Restricted Subsidiaries on a consolidated basis.

“Excess Cash Flow Period” means each fiscal year of Nielsen or, in the case of 2006, July 1 through December 31, but in all cases for purposes of calculating the Cumulative Retained Excess Cash Flow Amount shall only include such fiscal years for which financial statements and a Compliance Certificate have been delivered in accordance with Sections 6.01(a) and 6.02(a) and for which any prepayments required by Section 2.05(b)(i) (if any) have been made (it being understood that the Retained Percentage of Excess Cash Flow for any Excess Cash Flow Period shall be included in the Cumulative Retained Excess Cash Flow Amount regardless of whether a prepayment is required by Section 2.05(b)(i)).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Rate” means on any day with respect to any currency other than Dollars, the rate at which such currency may be exchanged into Dollars, as set forth at approximately 11:00 a.m. (London time) on such day on the Reuters World Currency Page for such currency; in the event that such rate does not appear on any Reuters World Currency Page, the Exchange Rate shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrowers, or, in the absence of such agreement, such Exchange Rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent in the market where its foreign currency exchange operations in respect of such currency are then being conducted, at or about 10:00 a.m. (New York City time) on such date for the purchase of Dollars for delivery two Business Days later.

“Excluded Subsidiary” means (a) any Subsidiary that is not a wholly owned Subsidiary, (b) any Subsidiary of a Guarantor that does not have assets or annual revenues in excess of $50,000,000 (or $100,000,000 in the case of AC Nielsen, S.A. de C.V., Nielsen Book Services Limited and VNU Business Publications Ltd.), (c) any Subsidiary that is prohibited by applicable Law or Contractual Obligations existing on the Closing Date from guaranteeing the Obligations,

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(d) any Restricted Subsidiary acquired pursuant to a Permitted Acquisition financed with secured Indebtedness incurred pursuant to Section 7.03(t) and each Restricted Subsidiary thereof that guarantees such Indebtedness; provided that each such Restricted Subsidiary shall cease to be an Excluded Subsidiary under this clause (d) if such secured Indebtedness is repaid or becomes unsecured or if such Restricted Subsidiary ceases to guarantee such secured Indebtedness, as applicable, (e) any other Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent, the cost or other consequences (including any adverse tax consequences) of providing a Guarantee shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (f) any Special Purpose Receivables Subsidiary, and (g) any Foreign Subsidiary of ACN or VNU, Inc. or of any other Domestic Subsidiary.

“Executive Order” has the meaning set forth in Section 5.16.

“Exemption Regulation” means the Exemption Regulation dated 26 June 2002 (as amended from time to time) of the Ministry of Finance of The Netherlands (Vrijstellingsregeling Wet toezicht kredietwezen 1992), as promulgated in connection with the Dutch Banking Act.

“Existing Indebtedness” means the Indebtedness set forth in Schedule 7.03(b) hereto.

“Existing L/C Issuer” means each bank which issued Existing Letters of Credit.

“Existing Letters of Credit” means all letters of credit outstanding on the Closing Date, as more fully described on Schedule 1.01F hereto.

“Facility” means the Dollar Term Loans, the Euro Term Loans, each Revolving Credit Facility, the Swing Line Sublimit or the Letter of Credit Sublimit, as the context may require.

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Citibank, N.A. on such day on such transactions as determined by the Administrative Agent.

“Foreign Subsidiary” means any direct or indirect Restricted Subsidiary of the Company which is not a Domestic Subsidiary.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

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“Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course.

“Funded Debt” means all Indebtedness of the Covenant Parties and their Restricted Subsidiaries for borrowed money that matures more than one year from the date of its creation or matures within one year from such date that is renewable or extendable, at the option of such Person, to a date more than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, including Indebtedness in respect of the Loans.

“GAAP” means generally accepted accounting principles based upon International Financial Reporting Standards issued and/or adopted by the International Accounting Standards Board, as in effect from time to time, unless and until Nielsen notifies the Administrative Agent in writing that Nielsen requests that GAAP be determined based on generally accepted accounting principles in the United States of America, as in effect from time to time, from which time GAAP will be so determined; provided, however, that if Nielsen notifies the Administrative Agent that Nielsen requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies Nielsen that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Granting Lender” has the meaning specified in Section 10.07(h).

“Guarantee” means, as to any Person, without duplication, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other monetary obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other monetary obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or monetary other obligation of the payment or performance of such Indebtedness or other monetary obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor

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so as to enable the primary obligor to pay such Indebtedness or other monetary obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other monetary obligation of any other Person, whether or not such Indebtedness or monetary other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien); provided that the term “Guarantee” shall not include endorsements for collection or deposit, in either case in the ordinary course of business, or customary and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“Guaranteed Obligations” has the meaning specified in Section 11.01.

“Guarantors” means the Company, VNU Intermediate Holding B.V. and the Subsidiaries included on the signature pages hereof as Guarantors and those Subsidiaries that issue a Guarantee of the Obligations after the Closing Date pursuant to Section 6.11 and, with respect to Obligations for which they would not otherwise be primarily liable, each U.S. Borrower and the Dutch Borrower.

“Guaranty” means, collectively, the guaranty of the Obligations by the Guarantors pursuant to this Agreement.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, mold, infectious or medical wastes that are regulated pursuant to, or the Release or exposure to which could give rise to liability under, applicable Environmental Law.

“Hedge Bank” means any Person that is a Lender or an Affiliate of a Lender at the time it enters into a Secured Hedge Agreement or a Treasury Services Agreement, as applicable, in its capacity as a party thereto, and (other than a Person already party hereto as a Lender) delivers to the Administrative Agent a letter agreement reasonably satisfactory to it (i) appointing the Collateral Agent as its agent under the applicable Loan Documents and (ii) agreeing to be bound by Section 10.04 and 10.15 as if it were a Lender.

“Holdings Debt” means Indebtedness of the Company outstanding on the Tender Funding Date as reflected in the Company’s balance sheet and refinancings thereof that do not increase the aggregate principal amount thereof except to the extent of additional Indebtedness

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incurred to pay premiums (including tender premiums), defeasance costs and fees and expenses in connection therewith, and any other Indebtedness of the Company, VNU Intermediate Holding B.V. or Valcon with respect to which Nielsen has made a Company Restricted Payments Election pursuant to Section 7.06(d).

“Hong Kong Dollar” or “HKD” means the lawful money of the Hong Kong Special Administrative Region.

“Honor Date” has the meaning set forth in Section 2.03(c)(i).

“Incremental Amendment” has the meaning set forth in Section 2.14(a).

“Incremental Facility Closing Date” has the meaning set forth in Section 2.14(a).

“Incremental Term Loans” has the meaning set forth in Section 2.14(a).

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following:

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b) the maximum amount (after giving effect to any prior drawings or reductions which may have been reimbursed) of all outstanding letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds, performance bonds and similar instruments issued or created by or for the account of such Person;

(c) net obligations of such Person under any Swap Contract;

(d) all obligations of such Person to pay the deferred purchase price of property or services (other than (i) trade accounts payable in the ordinary course of business, (ii) any earn-out obligation until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP and (iii) liabilities accrued in the ordinary course);

(e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements and mortgage, industrial revenue bond, industrial development bond and similar financings), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f) all Attributable Indebtedness; and

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(g) all obligations of such Person in respect of Disqualified Equity Interests;

if and to the extent that the foregoing would constitute indebtedness or a liability in accordance with GAAP; and

(h) to the extent not otherwise included above, all Guarantees of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall (A) include (1) the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner, except to the extent such Person’s liability for such Indebtedness is otherwise limited and (2) the amount of any Receivables Net Investment and (B) in the case of the Company and its Subsidiaries, exclude (1) all intercompany Indebtedness having a term not exceeding 364 days (inclusive of any roll-over or extensions of terms) and made in the ordinary course of business consistent with past practice and (2) the Parent Intercompany Debt. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of Indebtedness of any Person for purposes of clause (e) shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the fair market value of the property encumbered thereby as determined by such Person in good faith.

“Indemnified Liabilities” has the meaning set forth in Section 10.05.

“Indemnitees” has the meaning set forth in Section 10.05.

“Information” has the meaning set forth in Section 10.08.

“Intercompany Note” means a promissory note substantially in the form of Exhibit H.

“Interest Coverage Ratio” means, with respect to the Covenant Parties and the Restricted Subsidiaries on a consolidated basis, as of the end of any fiscal quarter of the Company for the Test Period ending on such date, the ratio of (a) Consolidated EBITDA to (b) Consolidated Interest Expense.

“Interest Payment Date” means, (a) as to any Eurocurrency Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date of the Facility under which such Loan was made; provided that if any Interest Period for a Eurocurrency Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; (b) as to any Base Rate Loan (including a Swing Line Loan denominated in Dollars), the last Business Day of each March, June, September and December and the Maturity Date; and (c) as to any Swing Line Loan denominated in Euro, the date of the repayment of such Swing Line Loan and the Maturity Date.

“Interest Period” means, as to each Eurocurrency Rate Loan, the period commencing on the date such Eurocurrency Rate Loan is disbursed or converted to or continued as a

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Eurocurrency Rate Loan and ending on the date one, two, three or six months thereafter or, to the extent agreed by each Lender of such Eurocurrency Rate Loan, nine or twelve months or less than one month thereafter, as selected by the applicable Borrower in its Committed Loan Notice; provided that:

(i) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(ii) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(iii) no Interest Period shall extend beyond the Maturity Date.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests or debt or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of Indebtedness of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person (excluding, in the case of a Covenant Party and its Subsidiaries, intercompany loans, advances, or Indebtedness having a term not exceeding 364 days (inclusive of any roll-over or extensions of terms) and made in the ordinary course of business consistent with past practice) or (c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of such Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

“IP Rights” has the meaning set forth in Section 5.17.

“Japanese Yen” or “JPY” means lawful money of Japan.

“Judgment Currency” has the meaning specified in Section 10.18.

“Junior Financing” has the meaning specified in Section 7.13.

“Junior Financing Documentation” means any documentation governing any Junior Financing.

“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial

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precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“L/C Advance” means, with respect to each Tranche A Revolving Credit Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Pro Rata Share.

“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Tranche A Revolving Credit Borrowing.

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the renewal or increase of the amount thereof.

“L/C Issuer” means Citibank, N.A., the Existing L/C Issuer, and any other Lender that becomes an L/C Issuer in accordance with Section 2.03(k) or 10.07(j), in each case, in its capacity as an issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder.

“L/C Obligations” means, as at any date of determination, the aggregate undrawn amount of all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings.

“Lender” has the meaning specified in the introductory paragraph to this Agreement and, as the context requires, includes an L/C Issuer and a Swing Line Lender, and their respective successors and assigns as permitted hereunder, each of which is referred to herein as a “Lender,” together with, in each case, any Affiliate of any such financial institution through which such financial institution elects, by notice to the Administrative Agent, to make any Loans available to any Borrower; provided that, for all purposes of voting or consenting with respect to (a) any amendment, supplementation or modification of any Loan Document, (b) any waiver of any requirements of any Loan Document or any Default or Event of Default and its consequences, or (c) any other matter as to which a Lender may vote or consent pursuant to Section 10.01 of this Agreement, the financial institution making such election shall be deemed the “Lender” rather than such Affiliate, which shall not be entitled to vote or consent (it being agreed that failure of any such Affiliate to fund an obligation under this Agreement shall not relieve its affiliated financial institution from funding).

“Lending Office” means, as to any Lender, such office or offices as a Lender may from time to time notify the Borrowers and the Administrative Agent.

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“Letter of Credit” means any letter of credit issued hereunder. A Letter of Credit may be a commercial letter of credit or a standby letter of credit.

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the relevant L/C Issuer.

“Letter of Credit Expiration Date” means the day that is five (5) Business Days prior to the scheduled Maturity Date then in effect for the Tranche A Revolving Credit Facility (or, if such day is not a Business Day, the next preceding Business Day).

“Letter of Credit Sublimit” means an amount equal to the lesser of (a) $75,000,000 and (b) the aggregate Dollar Amount of the Tranche A Revolving Credit Commitments. The Letter of Credit Sublimit is part of, and not in addition to, the Tranche A Revolving Credit Facility.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to Real Property, and any Capitalized Lease having substantially the same economic effect as any of the foregoing).

“Loan” means an extension of credit by a Lender to any Borrower under Article II in the form of a Term Loan, a Revolving Credit Loan or a Swing Line Loan.

“Loan Documents” means, collectively, (i) this Agreement, (ii) the Notes, (iii) the Collateral Documents and (iv) each Letter of Credit Application.

“Loan Parties” means, collectively, the Borrowers and each Guarantor.

“Mandatory Cost” means, with respect to any period, the percentage rate per annum determined in accordance with Schedule 1.01C.

“Master Agreement” has the meaning specified in the definition of “Swap Contract.”

“Material Adverse Effect” means a material adverse effect on the business, operations, assets, liabilities (actual or contingent) or financial condition of the Company and its Subsidiaries, taken as a whole.

“Maturity Date” means (i) with respect to the Term Loans, the seventh anniversary of the Pushdown Date and (ii) with respect to each Revolving Credit Facility, the sixth anniversary of the Pushdown Date.

“Maximum Rate” has the meaning specified in Section 10.10.

“Mexican Peso” or “MXN” means lawful money of the United Mexican States.

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“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Mortgage” has the meaning specified in Section 6.11(c).

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which any Borrower, any Restricted Subsidiary or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“Net Proceeds” shall mean:

(a) 100% of the cash proceeds actually received by the Covenant Parties or any of their Restricted Subsidiaries (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise and including casualty insurance settlements and condemnation awards, but only as and when received) from any Disposition or Casualty Event, net of (i) attorneys’ fees, accountants’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, required debt payments and required payments of other obligations relating to the applicable asset to the extent such debt or obligations are secured by a Lien permitted hereunder (other than pursuant to the Loan Documents) on such asset, other customary expenses and brokerage, consultant and other customary fees actually incurred in connection therewith, (ii) Taxes paid or payable as a result thereof, and (iii) the amount of any reasonable reserve established in accordance with GAAP against any adjustment to the sale price or any liabilities (other than any taxes deducted pursuant to clause (i) above) (x) related to any of the applicable assets and (y) retained by the Covenant Parties or any of their Restricted Subsidiaries including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations (however, the amount of any subsequent reduction of such reserve (other than in connection with a payment in respect of any such liability) shall be deemed to be Net Proceeds of such Disposition or Casualty Event occurring on the date of such reduction); provided, that, if no Default exists and Nielsen shall deliver a certificate of a Responsible Officer of Nielsen to the Administrative Agent promptly following receipt of any such proceeds setting forth a Covenant Party’s intention to use any portion of such proceeds (1) to acquire, maintain, develop, construct, improve, upgrade or repair assets useful in the business of the Covenant Parties or their Restricted Subsidiaries or to make Permitted Acquisitions or any acquisition of all or substantially all the assets of, or all the Equity Interests (other than directors’ qualifying shares) in, a Person or division or line of business of a Person (or any subsequent investment made in a Person, division or line of business previously acquired), in each case within 15 months of such receipt, such portion of such proceeds shall not constitute Net Proceeds except to the extent not, within 15 months of such receipt, so used or contractually committed to be so used (it being understood that if any portion of such proceeds are not so used within such 15 month period but within such 15-month period are contractually committed to be used, then upon the termination of such contract or if such Net Proceeds are not so used within the later of such

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15-month period and 180 days from the entry into such Contractual Commitment, such remaining portion shall constitute Net Proceeds as of the date of such termination or expiry without giving effect to this proviso) or (2) to repay Indebtedness (other than the Loans) of the Covenant Parties or their Restricted Subsidiaries (and, in the case of revolving Indebtedness, to correspondingly reduce commitments with respect thereto) within 15 months of such receipt (in the case of any Junior Financing, to the extent permitted pursuant to Section 7.13), such portion of such proceeds shall not constitute Net Proceeds except to the extent not, within 15 months of such receipt, so used; provided, that the aggregate amount of Indebtedness that may be repaid pursuant to this clause (2) shall not exceed the lesser of (x) $150 million and (y) the Permitted Debt Repayment Amount as of the date of such repayment; provided, further, that (x) no proceeds realized in a single transaction or series of related transactions shall constitute Net Proceeds unless such proceeds shall exceed $10 million and (y) no proceeds shall constitute Net Proceeds in any fiscal year until the aggregate amount of all such unapplied proceeds (including proceeds described in clause (x) above realized in a single transaction or series of related transactions that are in excess of $5 million) in such fiscal year shall exceed $25 million, and

(b) 100% of the cash proceeds from the incurrence, issuance or sale by a Covenant Party of any Indebtedness, net of all taxes and fees (including investment banking fees), commissions, costs and other expenses, in each case incurred in connection with such issuance or sale.

For purposes of calculating the amount of Net Proceeds, fees, commissions and other costs and expenses payable to a Covenant Party shall be disregarded.

“Nielsen” has the meaning set forth in the introductory paragraph to this Agreement.

“NMR” means Nielsen Media Research Inc., a Delaware corporation.

“Non-Cash Charges” has the meaning set forth in the definition of the term “Consolidated EBITDA.”

“Non-Consenting Lender” has the meaning set forth in Section 3.07(d).

“Non-extension Notice Date” has the meaning specified in Section 2.03(b)(iii).

“Note” means a Dollar Term Note, a Euro Term Note, a Revolving Credit Note or a Swing Line Note, as the context may require.

“Notes Offering Memorandum” means the Offering Memorandum dated as of August 1, 2006 relating to the Senior Unsecured Debt and the Senior Subordinated Debt.

“Not Otherwise Applied” means, with reference to any amount of Net Proceeds of any transaction or event, that such amount (a) was not required to be applied to prepay the Loans pursuant to Section 2.05(b), and (b) was not previously applied in determining the permissibility

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of a transaction under the Loan Documents where such permissibility was (or may have been) contingent on receipt of such amount or utilization of such amount for a specified purpose. The Company shall promptly notify the Administrative Agent of any application of such amount as contemplated by (b) above.

“NPL” means the National Priorities List under CERCLA.

“Obligations” means all (x) advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party and its Subsidiaries arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or Subsidiary of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding and (y) obligations of any Loan Party arising under any Secured Hedge Agreement or any Treasury Services Agreement. Without limiting the generality of the foregoing, the Obligations of the Loan Parties under the Loan Documents (and of their Subsidiaries to the extent they have obligations under the Loan Documents) include (a) the obligation (including guarantee obligations) to pay principal, interest, Letter of Credit fees, reimbursement obligations, charges, expenses, fees, Attorney Costs, indemnities and other amounts payable by any Loan Party or Subsidiary under any Loan Document and (b) the obligation of any Loan Party or Subsidiary to reimburse any amount in respect of any of the foregoing that any Lender, in its sole discretion, may elect to pay or advance on behalf of such Loan Party or such Subsidiary.

“OFAC” has the meaning set forth in Section 5.16.

“Offer Memorandum” means the Offer Memorandum (biedingsbericht), dated as of March 31, 2006, as amended or supplemented as of the date hereof, containing the terms of the offer to purchase the Equity Interests of the Company specified therein by Valcon.

“Oldsmar Leases” means the lease agreement dated as of December 19, 2002 between NMR and MT (2002) Statutory Trust and the lease agreement dated as of December 30, 2003 between NMR and MT (2003) Statutory Trust, in each case relating to real property located at 501 Brooker Creek Blvd., Oldsmar, Florida, and any participation agreements related to the foregoing.

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

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“Other Taxes” has the meaning specified in Section 3.01(b).

“Outstanding Amount” means (a) with respect to the Dollar Term Loans, Euro Term Loans, Revolving Credit Loans and Swing Line Loans on any date, the Dollar Amount thereof after giving effect to any borrowings and prepayments or repayments of Dollar Term Loans, Euro Term Loans, Revolving Credit Loans (including any refinancing of outstanding unpaid drawings under Letters of Credit or L/C Credit Extensions as a Revolving Credit Borrowing) and Swing Line Loans, as the case may be, occurring on such date; and (b) with respect to any L/C Obligations on any date, the Dollar Amount thereof on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes thereto as of such date, including as a result of any reimbursements of outstanding unpaid drawings under any Letters of Credit (including any refinancing of outstanding unpaid drawings under Letters of Credit or L/C Credit Extensions as a Revolving Credit Borrowing) or any reductions in the maximum amount available for drawing under Letters of Credit taking effect on such date.

“Outstanding Indebtedness” means the Indebtedness set forth in Schedule 1.01E hereto.

“Overnight Rate” means, for any day, (a) with respect to any amount denominated in Dollars, the Federal Funds Rate, and (b) with respect to any amount denominated in an Alternative Currency, the rate of interest per annum at which overnight deposits in the applicable Alternative Currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by a branch or Affiliate of Citibank, N.A. in the applicable offshore interbank market for such currency to major banks in such interbank market.

“Parent Intercompany Debt” means the intercompany loan of the Company to VNUHF, as in effect on the Closing Date after giving effect to the Transactions.

“Participant” has the meaning specified in Section 10.07(e).

“Participating Member State” means each state so described in any EMU Legislation.

“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by any Loan Party or any ERISA Affiliate or to which any Loan Party or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five (5) plan years.

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“Perfection Certificate” means a certificate in the form of Exhibit G-1 or any other form approved by the Collateral Agent, as the same shall be supplemented from time to time by a Perfection Certificate Supplement or otherwise.

“Perfection Certificate Supplement” means a certificate supplement in the form of Exhibit G-2 or any other form approved by the Collateral Agent.

“Permitted Acquisition” has the meaning set forth in Section 7.02(i).

“Permitted Debt Repayment Amount” shall mean, as of any date of determination, an amount equal to the aggregate Dollar Amount of Term Loans repaid pursuant to Section 2.05(b)(ii) or (iii) as of such date.

“Permitted Holders” means each of the Sponsors and members of management of a Covenant Party, a Restricted Subsidiary or any direct or indirect parent entity of the foregoing who are holders of Equity Interests of the Company or its direct or indirect parent organizations on the Closing Date and any group (within the meaning of Section 13(d)(3) or section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members; provided, that, in the case of such group and without giving effect to the existence of such group or any other group, such Sponsors and members of management, collectively, have beneficial ownership of more than 50% of the total voting power of the voting stock of the Company or any of its direct or indirect parent companies.

“Permitted Holdings Debt” means (1) Indebtedness of the Company or VNU Intermediate Holding B.V. (i) that will not mature prior to the date that is ninety-one (91) days after the Maturity Date of the Term Loans, (ii) that is not subject to any Guarantee by VNUHF or any Restricted Subsidiary, and (iii) that does not require any payments in cash of interest or other amounts in respect of the principal thereof (including through amortization) prior to the earlier to occur of (A) the date that is five (5) years from the date of the issuance or incurrence thereof and (B) the date that is ninety-one (91) days after the Maturity Date of the Term Loans; provided that such Indebtedness can have mandatory prepayment, repurchase or redemption provisions no more restrictive than those set forth in the documents governing the Company’s Senior Discount Notes issued on the Closing Date (as of the Closing Date) or (2) any other Indebtedness (including Holdings Debt), to the extent the proceeds thereof are used to refinance any Holdings Debt existing on the Closing Date (or refinancings thereof pursuant to this clause (2)), in an aggregate principal amount not in excess of the aggregate principal amount thereof except to the extent of additional Indebtedness incurred to pay premiums (including tender premiums), defeasance costs and fees and expenses in connection therewith.

“Permitted Receivables Documents” shall mean all documents and agreements evidencing, relating to or otherwise governing a Permitted Receivables Financing.

“Permitted Receivables Financing” shall mean one or more transactions pursuant to which (i) Receivables Assets or interests therein are sold to or financed by one or more Special

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Purpose Receivables Subsidiaries, and (ii) such Special Purpose Receivables Subsidiaries finance their acquisition of such Receivables Assets or interests therein, or the financing thereof, by selling or borrowing against such Receivables Assets; provided that (A) recourse to the Loan Parties or any Subsidiary (other than the Special Purpose Receivables Subsidiaries) and any obligations or agreements of the Loan Parties or any Subsidiary (other than the Special Purpose Receivables Subsidiaries) in connection with such transactions shall be limited to the extent customary for similar transactions in the applicable jurisdictions (including, to the extent applicable, in a manner consistent with the delivery of a “true sale”/”absolute transfer” opinion with respect to any transfer by the Loan Parties or any Subsidiary (other than a Special Purpose Receivables Subsidiary)), and (B) the aggregate Receivables Net Investment since the Closing Date shall not exceed $100,000,000 at any time.

“Permitted Refinancing” means, with respect to any Person, any modification, refinancing, refunding, renewal or extension of any Indebtedness of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed or extended except by an amount equal to unpaid accrued interest and premium thereon plus other amounts paid, and fees and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal or extension and by an amount equal to any existing commitments unutilized thereunder, (b) other than with respect to a Permitted Refinancing in respect of Indebtedness permitted pursuant to Section 7.03(e), such modification, refinancing, refunding, renewal or extension has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed or extended, (c) other than with respect to a Permitted Refinancing in respect of Indebtedness permitted pursuant to Sections 7.03(e) or (f), at the time thereof, no Event of Default shall have occurred and be continuing and (d) if such Indebtedness being modified, refinanced, refunded, renewed or extended is Indebtedness permitted pursuant to Section 7.03(b), 7.03(q) or 7.13(a) or is otherwise a Junior Financing, (i) to the extent such Indebtedness being modified, refinanced, refunded, renewed or extended is subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal or extension is subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed or extended, (ii) the terms and conditions (including, if applicable, as to collateral but excluding as to subordination, interest rate and redemption premium) of any such modified, refinanced, refunded, renewed or extended Indebtedness, taken as a whole, are not materially less favorable to the Loan Parties or the Lenders than the terms and conditions of the Indebtedness being modified, refinanced, refunded, renewed or extended; provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Nielsen has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms

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and conditions satisfy the foregoing requirement unless the Administrative Agent notifies Nielsen within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees) and (iii) such modification, refinancing, refunding, renewal or extension is incurred by the Person who is the obligor of the Indebtedness being modified, refinanced, refunded, renewed or extended.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by any Loan Party or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.

“PMP” means a “professional market party” within the meaning of the Exemption Regulation.

“Policy Guidelines” means the 2005 Dutch Central Bank’s Policy Guidelines (issued in relation to the Exemption Regulation) dated 29 December 2004 (Beleidsregel 2005 kernbegrippen markttoetreding en handhaving Wtk 1992) as amended from time to time.

“Post-Acquisition Period” means (a) with respect to the Transaction, the period beginning on the Closing Date and ending on the last day of the fourth full consecutive fiscal quarter immediately following the Pushdown Date and (b) with respect to any Permitted Acquisition or any acquisition of all or substantially all the assets of, or all the Equity Interests (other than directors’ qualifying shares) in, a Person or division or line of business of a Person, the period beginning on the date such acquisition is consummated and ending on the last day of the sixth full consecutive fiscal quarter immediately following the date on which such acquisition is consummated.

“Principal L/C Issuer” means any L/C Issuer that has issued Letters of Credit having an aggregate Outstanding Amount in excess of $10,000,000.

“Pro Forma Adjustment” means for any Test Period that includes all or any part of a fiscal quarter included in any Post-Acquisition Period, with respect to the Acquired EBITDA of the applicable Acquired Entity or Business or the Consolidated EBITDA of the Covenant Parties, the pro forma increase or decrease in Consolidated EBITDA (or any Acquired EBITDA) projected by Nielsen in good faith as a result of (i) actions taken during or prior to such Post-Acquisition Period for the purposes of realizing reasonably identifiable and factually supportable cost savings or (ii) any additional costs incurred during such Post-Acquisition Period, in each case in connection with the Transaction or the combination of the operations of such Acquired Entity or Business with the operations of the Covenant Parties and their Restricted Subsidiaries; provided that, so long as such actions are taken during such Post-Acquisition Period or such costs are incurred during such Post-Acquisition Period, as applicable, the cost savings related to such actions or such additional costs, as applicable, it may be assumed, for purposes of

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projecting such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may be, that such cost savings will be realizable during the entirety of such Test Period, or such additional costs, as applicable, will be incurred during the entirety of such Test Period; provided further that any such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may be, shall be without duplication for cost savings or additional costs already included in such Acquired EBITDA or such Consolidated EBITDA, as the case may be, for such Test Period.

“Pro Forma Balance Sheet” has the meaning set forth in Section 5.05(a)(i).

“Pro Forma Basis” and “Pro Forma Compliance” mean, with respect to compliance with any test or covenant hereunder, that (A) to the extent applicable, the Pro Forma Adjustment shall have been made, (B) if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and (C) all Specified Transactions and the following transactions in connection therewith shall be deemed to have occurred as of the first day of the applicable period of measurement in such test or covenant: (a) income statement items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction, (i) in the case of a Disposition of all or substantially all Equity Interests in any Subsidiary of the Company or any division, product line, or facility used for operations of the Company or any of its Subsidiaries, shall be excluded, and (ii) in the case of a Permitted Acquisition or Investment described in the definition of “Specified Transaction”, shall be included, (b) any retirement of Indebtedness, and (c) any Indebtedness incurred or assumed by the Covenant Parties or any of the Restricted Subsidiaries in connection therewith and if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination.

“Pro Forma Financial Statements” has the meaning set forth in Section 5.05(a).

“Prohibition” has the meaning set forth in Section 11.11.

“Projections” has the meaning set forth in Section 6.01(c).

“Pro Rata Share” means, with respect to each Lender at any time a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Commitments of such Lender under the applicable Facility or Facilities at such time and the denominator of which is the amount of the Aggregate Commitments under the applicable Facility or Facilities at such time; provided that if such Commitments have been terminated, then the Pro Rata Share of each Lender shall be determined based on the Pro Rata Share of such Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof.

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“Pushdown Date” means the first date on which any amount outstanding under the Tender Facility is repaid.

“Qualified IPO” means the issuance by the Company or any direct or indirect parent of the Company of its common Equity Interests in an underwritten primary public offering (i) (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the U.S. Securities and Exchange Commission in accordance with the Securities Act (whether alone or in connection with a secondary public offering) or (ii) in the case of any initial public offering by a Dutch legal entity, in accordance with the laws of the Netherlands.

“Real Property” means, collectively, all right, title and interest (including any leasehold, mineral or other estate) in and to any and all parcels of or interests in real property owned, leased or operated by any Person, whether by lease, license or other means, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures and equipment, all general intangibles and contract rights and other property and rights incidental to the ownership, lease or operation thereof.

“Receivables Assets” shall mean accounts receivable (including any bills of exchange) and related assets and property from time to time originated, acquired or otherwise owned by any Covenant Party or any Subsidiary.

“Receivables Net Investment” shall mean the aggregate cash amount paid by the lenders or purchasers under any Permitted Receivables Financing in connection with their purchase of, or the making of loans secured by, Receivables Assets or interests therein, as the same may be reduced from time to time by collections with respect to such Receivables Assets or otherwise in accordance with the terms of the Permitted Receivables Documents (but excluding any such collections used to make payments of items included in clause (c) of the definition of Consolidated Interest Expense); provided, however, that if all or any part of such Receivables Net Investment shall have been reduced by application of any distribution and thereafter such distribution is rescinded or must otherwise be returned for any reason, such Receivables Net Investment shall be increased by the amount of such distribution, all as though such distribution had not been made.

“Register” has the meaning set forth in Section 10.07(d).

“Release” means any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing or migrating in, into, onto or through the Environment.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA or the regulations issued thereunder, other than events for which the thirty (30) day notice period has been waived.

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“Request for Credit Extension” means (a) with respect to a Borrowing, continuation or conversion of Term Loans or Revolving Credit Loans, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.

“Required Class Lenders” means, as of any date of determination, Lenders of a Class having more than 50% of the sum of the (a) Total Outstandings (with, in the case of the Tranche A Revolving Credit Facility, the aggregate Dollar Amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this definition) for all Lenders of such Class and (b) aggregate unused Commitments of all Lenders of such Class; provided that the unused Commitment and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender of such Class shall be excluded for purposes of making a determination of Required Class Lenders.

“Required Lenders” means, as of any date of determination, Lenders having more than 50% of the sum of the (a) Total Outstandings (with the aggregate Dollar Amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this definition), (b) aggregate unused Dollar Term Commitments, (c) aggregate unused Euro Term Commitments and (d) aggregate unused Revolving Credit Commitments; provided that the unused Dollar Term Commitment, unused Euro Term Commitment and unused Revolving Credit Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“Responsible Officer” means the chief executive officer, president, vice president, chief financial officer, treasurer or assistant treasurer or other similar officer of a Loan Party (including, in the case of a Loan Party organized under the laws of The Netherlands, the authorized number of managing directors or an attorney under a power of attorney of such Loan Party) and, as to any document delivered on the Closing Date, any secretary or assistant secretary of such Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“Restricted Cash” means cash and Cash Equivalents held by Restricted Subsidiaries that is contractually restricted from being distributed to the Covenant Parties.

“Restricted Payment” means (a) any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interest of any Covenant Party or any Restricted Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interest, or on account of any return of capital to a Covenant Party’s or a Restricted Subsidiary’s stockholders, partners or members (or the equivalent Persons thereof) and (b) any payment of interest or principal on, or redemption, repurchase or other acquisition of retirement for value of, the Parent Intercompany Debt.

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“Restricted Subsidiary” means any Subsidiary of a Covenant Party other than an Unrestricted Subsidiary.

“Retained Percentage” shall mean, with respect to any Excess Cash Flow Period (a) 100% minus (b) the Applicable ECF Percentage with respect to such Excess Cash Flow Period.

“Revolving Commitment Increase” has the meaning set forth in Section 2.14(a).

“Revolving Commitment Increase Lender” has the meaning set forth in Section 2.14(a).

“Revolving Credit Borrowing” means a borrowing consisting of simultaneous Revolving Credit Loans of the same Type and Class and, in the case of Eurocurrency Rate Loans, having the same Interest Period and currency made by each of the Revolving Credit Lenders of such Class pursuant to any clause of Section 2.01(c).

“Revolving Credit Commitment” means the Tranche A Revolving Credit Commitment, Tranche B Revolving Credit Commitment, Tranche C Revolving Credit Commitment, Tranche D Revolving Credit Commitment, Tranche E Revolving Credit Commitment, Tranche F Revolving Credit Commitment, Tranche G Revolving Credit Commitment and Tranche H Revolving Credit Commitment.

“Revolving Credit Exposure” means, as to each Tranche A Revolving Credit Lender, the sum of the Dollar Amount of the outstanding principal amount of such Revolving Credit Lender’s Tranche A Revolving Credit Loans and its Pro Rata Share of the Dollar Amount of the L/C Obligations and the Swing Line Obligations at such time.

“Revolving Credit Facility” means the Tranche A Revolving Credit Facility, Tranche B Revolving Credit Facility, Tranche C Revolving Credit Facility, Tranche D Revolving Credit Facility, Tranche E Revolving Credit Facility, Tranche F Revolving Credit Facility, Tranche G Revolving Credit Facility or the Tranche H Revolving Credit Facility.

“Revolving Credit Lender” means, at any time, any Lender that has a Revolving Credit Commitment at such time.

“Revolving Credit Loans” has the meaning specified in Section 2.01(c).

“Revolving Credit Note” means a Tranche A Revolving Credit Note, Tranche B Revolving Credit Note, Tranche C Revolving Credit Note, Tranche D Revolving Credit Note, Tranche E Revolving Credit Note, Tranche F Revolving Credit Note, Tranche G Revolving Credit Note or the Tranche H Revolving Credit Note.

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“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and any successor thereto.

“Same Day Funds” means (a) with respect to disbursements and payments in Dollars, immediately available funds, and (b) with respect to disbursements and payments in an Alternative Currency, same day or other funds as may be determined by the Administrative Agent to be customary in the place of disbursement or payment for the settlement of international banking transactions in the relevant Alternative Currency.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Secured Hedge Agreement” means any Swap Contract permitted under Article VII that is entered into by and between any Borrower or any Loan Party and any Hedge Bank.

“Secured Leverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated Total Net Debt that is secured by a Lien on any assets or property of a Loan Party or a Restricted Subsidiary, as of the last day of such Test Period to (b) Consolidated EBITDA for such Test Period.

“Secured Parties” means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, the Hedge Banks, the Supplemental Agents and each co-agent or sub-agent appointed by the Administrative Agent or Collateral Agent from time to time pursuant to Section 9.02.

“Securities Act” means the Securities Act of 1933, as amended.

“Security Agreement” means a Security Agreement substantially in the form of Exhibit F.

“Senior Subordinated Debt” means the $1,070,000,000 in aggregate principal amount at maturity of 12 ¹/2% senior subordinated discount notes due 2016 issued by Nielsen and Nielsen Finance Co. and Permitted Refinancings thereof (with the understanding that so long as all other requirements of the definition of Permitted Refinancing are met such refinancing debt may be incurred at VNU International or VNUHF).

“Senior Subordinated Debt Documentation” means any indenture and/or agreement governing the Senior Subordinated Debt and any other documents delivered pursuant thereto.

“Senior Unsecured Debt” means the $650,000,000 in aggregate principal amount of 10% senior notes due 2014 and the €150,000,000 in aggregate principal amount of 9% senior

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notes due 2014, in each case, issued by Nielsen and Nielsen Finance Co. and Permitted Refinancings thereof (with the understanding that so long as all other requirements of the definition of Permitted Refinancing are met such refinancing debt may be incurred at VNU International or VNUHF).

“Senior Unsecured Debt Documentation” means any indenture and/or agreement governing the Senior Unsecured Debt and any other documents delivered pursuant thereto.

“Sold Entity or Business” has the meaning set forth in the definition of the term “Consolidated EBITDA”.

“Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“SPC” has the meaning specified in Section 10.07(h).

“Special Purpose Receivables Subsidiary” shall mean a direct or indirect Subsidiary of a Covenant Party established in connection with a Permitted Receivables Financing for the acquisition of Receivables Assets or interests therein, and which is organized in a manner intended to reduce the likelihood that it would be substantively consolidated with any Covenant Party or any of the Subsidiaries (other than Special Purpose Receivables Subsidiaries) in the event such Covenant Party or any such Subsidiary becomes subject to a proceeding under a Debtor Relief Law.

“Specified Equity Contribution” means any contribution to the common equity of the Company and/or any purchase or investment in an Equity Interest of the Company other than Disqualified Equity Interests.

“Specified Transaction” means, with respect to any period, any Investment, Disposition, incurrence or repayment of Indebtedness, Restricted Payment, Subsidiary designation, Incremental Term Loan or Revolving Commitment Increase that by the terms of this Agreement requires “Pro Forma Compliance” with a test or covenant hereunder or requires such test or covenant to be calculated on a “Pro Forma Basis”.

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“Sponsor Management Agreements” means the Advisory Agreements between Valcon and each of ACN and VNU, Inc.

“Sponsors” means AlpInvest Partners, The Blackstone Group, TC Group, L.L.C. and its affiliates collectively d/b/a “The Carlyle Group”, Hellman & Friedman Investors V (Cayman Ltd.), Kohlberg Kravis Roberts & Co. L.P. and Thomas H. Lee Partners and their respective Affiliates (other than any portfolio operating companies thereof).

“Sterling” or “GBP” means lawful money of the United Kingdom.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which (i) a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, (ii) more than half of the issued share capital is at the time beneficially owned or (iii) the management of which is otherwise controlled, directly or indirectly, through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of VNUHF.

“Successor Company” has the meaning specified in Section 7.04(d).

“Supplemental Agent” has the meaning specified in Section 9.13(a) and “Supplemental Agents” shall have the corresponding meaning.

“Survey” means a survey of any Real Property subject to a Mortgage (and all improvements thereon) which is (a) (i) prepared by a surveyor or engineer licensed to perform surveys in the jurisdiction where such Real Property is located, (ii) dated (or redated) not earlier than six months prior to the date of delivery thereof unless there shall have occurred within six months prior to such date of delivery any exterior construction on the site of such Real Property or any easement, right of way or other interest in the Real Property has been granted or become effective through operation of law or otherwise with respect to such Real Property which, in either case, can be depicted on a survey, in which events, as applicable, such survey shall be dated (or redated) after the completion of such construction or if such construction shall not have been completed as of such date of delivery, not earlier than 30 days prior to such date of delivery, or after the grant or effectiveness of any such easement, right of way or other interest in the subject Real Property, (iii) certified by the surveyor (in a manner reasonably acceptable to the Administrative Agent) to the Administrative Agent, the Collateral Agent and the title company, (iv) complying in all material respects with the minimum detail requirements of the American Land Title Association as such requirements are in effect on the date of preparation of such survey and (v) sufficient for the title company to issue a Title Policy or (b) otherwise acceptable to the Collateral Agent.

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“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04.

“Swing Line Facility” means the Dollar and Euro swing line loan facility made available by the Swing Line Lenders pursuant to Section 2.04.

“Swing Line Lender” means (a) Citibank, N.A., in its capacity as provider of Swing Line Loans denominated in Dollars, and (b) ABN AMRO Bank N.V. in its capacity as provider of Swing Line Loans denominated in Euro, or any successor swing line lender hereunder.

“Swing Line Loan” has the meaning specified in Section 2.04(a).

“Swing Line Note” means a promissory note of the U.S. Borrowers and the Dutch Borrower payable to any Swing Line Lender or its registered assigns, in substantially the form of Exhibit C-4 hereto, evidencing the aggregate Indebtedness of such Borrower to such Swing Line Lender resulting from the Swing Line Loans.

“Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b), which, if in writing, shall be substantially in the form of Exhibit B.

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“Swing Line Obligations” means, as at any date of determination, the aggregate principal amount of all Swing Line Loans outstanding.

“Swing Line Sublimit” means an amount equal to the lesser of (a) $50,000,000 and (b) the aggregate Dollar Amount of the Tranche A Revolving Credit Commitments. The Swing Line Sublimit is part of, and not in addition to, the Tranche A Revolving Credit Commitments.

“Syndication Agent” means Deutsche Bank Securities Inc., as syndication agent under this Agreement.

“TARGET Day” means any day on which the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET) payment system (or, if such payment system ceases to be operative, such other payment system (if any) determined by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euros.

“Taxes” has the meaning specified in Section 3.01(a).

“Tender Facility” means that certain credit agreement dated as of May 22, 2006 among Valcon, the other parties thereto and Citibank International plc, as Administrative Agent.

“Tender Funding Date” means the first date on which the Equity Interests the subject of the Tender Offer were purchased by Valcon.

“Tender Offer” means the cash tender offer for certain outstanding Equity Interests of the Company by Valcon on the terms set forth in the Offer Memorandum (as amended, supplemented or modified from time to time).

“Term Borrowing” means a borrowing consisting of simultaneous Term Loans of the same Type and currency and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each of the Term Lenders pursuant to Section 2.01.

“Term Commitment” means a Dollar Term Commitment or a Euro Term Commitment, as the context may require.

“Term Lender” means, at any time, any Dollar Term Lender or Euro Term Lender, as the context may require.

“Term Loan” means a Dollar Term Loan or Euro Term Loan, as the context may require.

“Test Period” means, for any date of determination under this Agreement, the four consecutive fiscal quarters of Nielsen then last ended.

“Threshold Amount” means $50,000,000.

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“Title Policy” means a policy of title insurance (or marked-up title insurance commitment having the effect of a policy of title insurance) insuring the Lien of a Mortgage as a valid first mortgage Lien on the mortgaged property and fixtures described therein in the amount equal to not less than the fair market value of such mortgaged property and fixtures, issued by a title company reasonably acceptable to the Collateral Agent which shall (A) to the extent necessary, include such reinsurance arrangements (with provisions for direct access, if necessary) as shall be reasonably acceptable to the Collateral Agent, (B) contain a “tie-in” or “cluster” endorsement, if available under applicable law (i.e., policies which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount), (C) have been supplemented by such endorsements (or where such endorsements are not available, opinions of special counsel, architects or other professionals reasonably acceptable to the Collateral Agent) as shall be reasonably requested by the Collateral Agent (including endorsements on matters relating to usury, first loss, last dollar, zoning, contiguity, revolving credit, doing business, non-imputation, public road access, survey, variable rate, environmental lien, subdivision, mortgage recording tax, separate tax lot, revolving credit and so-called comprehensive coverage over covenants and restrictions), and (D) contain no exceptions to title other than Liens permitted hereunder.

“Total Assets” means total assets of the Covenant Parties and the Restricted Subsidiaries on a consolidated basis, shown on the most recent balance sheet of the Company as may be expressly stated without giving effect to amortization of the amount of intangible assets since the Closing Date; provided that in no event shall the Transactions Intercompany Obligations constitute part of Total Assets.

“Total Leverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated Total Net Debt as of the last day of such Test Period to (b) Consolidated EBITDA for such Test Period.

“Total Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C Obligations.

“Tranche A Revolving Credit Borrowing” means a borrowing consisting of simultaneous Tranche A Revolving Credit Loans of the same Type and, in the case of Eurocurrency Rate Loans, having the same Interest Period and currency made by each of the Tranche A Revolving Credit Lenders pursuant to Section 2.01(c)(i).

“Tranche A Revolving Credit Commitment” means, as to each Tranche A Revolving Credit Lender, its obligation to (a) make Tranche A Revolving Credit Loans to the U.S. Borrowers and the Dutch Borrower pursuant to Section 2.01(c)(i), (b) purchase participations in L/C Obligations in respect of Letters of Credit and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth, and opposite such Lender’s name on Schedule 1.01A under the caption “Tranche A Revolving Credit Commitment” or in the Assignment and Assumption pursuant to which such

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Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement (including Section 2.14). The aggregate Tranche A Revolving Credit Commitments of all Tranche A Revolving Credit Lenders shall be $163,500,000 on the Closing Date, as such amount may be adjusted from time to time in accordance with the terms of this Agreement.

“Tranche B Revolving Credit Commitment” means, as to each Tranche B Revolving Credit Lender, its obligation to make Tranche B Revolving Credit Loans to the U.S. Borrowers and the Dutch Borrower pursuant to Section 2.01(c)(ii), in an aggregate principal amount at any one time outstanding not to exceed the amount set forth, and opposite such Lender’s name on Schedule 1.01A under the caption “Tranche B Revolving Credit Commitment” or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement (including Section 2.14). The aggregate Tranche B Revolving Credit Commitments of all Tranche B Revolving Credit Lenders shall be $45,000,000 on the Closing Date, as such amount may be adjusted from time to time in accordance with the terms of this Agreement.

“Tranche C Revolving Credit Commitment” means, as to each Tranche C Revolving Credit Lender, its obligation to make Tranche C Revolving Credit Loans to the U.S. Borrowers and the Dutch Borrower pursuant to Section 2.01(c)(iii), in an aggregate principal amount at any one time outstanding not to exceed the amount set forth, and opposite such Lender’s name on Schedule 1.01A under the caption “Tranche C Revolving Credit Commitment” or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement (including Section 2.14). The aggregate Tranche C Revolving Credit Commitments of all Tranche C Revolving Credit Lenders shall be $62,500,000 on the Closing Date, as such amount may be adjusted from time to time in accordance with the terms of this Agreement.

“Tranche D Revolving Credit Commitment” means, as to each Tranche D Revolving Credit Lender, its obligation to make Tranche D Revolving Credit Loans to the U.S. Borrowers and the Dutch Borrower pursuant to Section 2.01(c)(iv), in an aggregate principal amount at any one time outstanding not to exceed the amount set forth, and opposite such Lender’s name on Schedule 1.01A under the caption “Tranche D Revolving Credit Commitment” or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement (including Section 2.14). The aggregate Tranche D Revolving Credit Commitments of all Tranche D Revolving Credit Lenders shall be $186,000,000 on the Closing Date, as such amount may be adjusted from time to time in accordance with the terms of this Agreement.

“Tranche E Revolving Credit Commitment” means, as to each Tranche E Revolving Credit Lender, its obligation to make Tranche E Revolving Credit Loans to the U.S. Borrowers and the Dutch Borrower pursuant to Section 2.01(c)(v), in an aggregate principal amount at any one time outstanding not to exceed the amount set forth, and opposite such Lender’s name on

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Schedule 1.01A under the caption “Tranche E Revolving Credit Commitment” or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement (including Section 2.14). The aggregate Tranche E Revolving Credit Commitments of all Tranche E Revolving Credit Lenders shall be $38,000,000 on the Closing Date, as such amount may be adjusted from time to time in accordance with the terms of this Agreement.

“Tranche F Revolving Credit Commitment” means, as to each Tranche F Revolving Credit Lender, its obligation to make Tranche F Revolving Credit Loans to the U.S. Borrowers and the Dutch Borrower pursuant to Section 2.01(c)(vi), in an aggregate principal amount at any one time outstanding not to exceed the amount set forth, and opposite such Lender’s name on Schedule 1.01A under the caption “Tranche F Revolving Credit Commitment” or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement (including Section 2.14). The aggregate Tranche F Revolving Credit Commitments of all Tranche F Revolving Credit Lenders shall be $86,000,000 on the Closing Date, as such amount may be adjusted from time to time in accordance with the terms of this Agreement.

“Tranche G Revolving Credit Commitment” means, as to each Tranche G Revolving Credit Lender, its obligation to make Tranche G Revolving Credit Loans to the U.S. Borrowers and the Dutch Borrower pursuant to Section 2.01(c)(vii), in an aggregate principal amount at any one time outstanding not to exceed the amount set forth, and opposite such Lender’s name on Schedule 1.01A under the caption “Tranche G Revolving Credit Commitment” or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement (including Section 2.14). The aggregate Tranche G Revolving Credit Commitments of all Tranche G Revolving Credit Lenders shall be $62,500,000 on the Closing Date, as such amount may be adjusted from time to time in accordance with the terms of this Agreement.

“Tranche H Revolving Credit Commitment” means, as to each Tranche H Revolving Credit Lender, its obligation to make Tranche H Revolving Credit Loans to the U.S. Borrowers and the Dutch Borrower pursuant to Section 2.01(c)(viii), in an aggregate principal amount at any one time outstanding not to exceed the amount set forth, and opposite such Lender’s name on Schedule 1.01A under the caption “Tranche H Revolving Credit Commitment” or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement (including Section 2.14). The aggregate Tranche H Revolving Credit Commitments of all Tranche H Revolving Credit Lenders shall be $44,000,000 on the Closing Date, as such amount may be adjusted from time to time in accordance with the terms of this Agreement.

“Tranche A Revolving Credit Facility” means, at any time, the aggregate amount of the Tranche A Revolving Credit Lenders’ Tranche A Revolving Credit Commitments at such time.

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“Tranche B Revolving Credit Facility” means, at any time, the aggregate amount of the Tranche B Revolving Credit Lenders’ Tranche B Revolving Credit Commitments at such time.

“Tranche C Revolving Credit Facility” means, at any time, the aggregate amount of the Tranche C Revolving Credit Lenders’ Tranche C Revolving Credit Commitments at such time.

“Tranche D Revolving Credit Facility” means, at any time, the aggregate amount of the Tranche D Revolving Credit Lenders’ Tranche D Revolving Credit Commitments at such time.

“Tranche E Revolving Credit Facility” means, at any time, the aggregate amount of the Tranche E Revolving Credit Lenders’ Tranche E Revolving Credit Commitments at such time.

“Tranche F Revolving Credit Facility” means, at any time, the aggregate amount of the Tranche F Revolving Credit Lenders’ Tranche F Revolving Credit Commitments at such time.

“Tranche G Revolving Credit Facility” means, at any time, the aggregate amount of the Tranche G Revolving Credit Lenders’ Tranche G Revolving Credit Commitments at such time.

“Tranche H Revolving Credit Facility” means, at any time, the aggregate amount of the Tranche H Revolving Credit Lenders’ Tranche H Revolving Credit Commitments at such time.

“Tranche A Revolving Credit Lender” means, at any time, any Lender that has a Tranche A Revolving Credit Commitment at such time.

“Tranche B Revolving Credit Lender” means, at any time, any Lender that has a Tranche B Revolving Credit Commitment at such time.

“Tranche C Revolving Credit Lender” means, at any time, any Lender that has a Tranche C Revolving Credit Commitment at such time.

“Tranche D Revolving Credit Lender” means, at any time, any Lender that has a Tranche D Revolving Credit Commitment at such time.

“Tranche E Revolving Credit Lender” means, at any time, any Lender that has a Tranche E Revolving Credit Commitment at such time.

“Tranche F Revolving Credit Lender” means, at any time, any Lender that has a Tranche F Revolving Credit Commitment at such time.

“Tranche G Revolving Credit Lender” means, at any time, any Lender that has a Tranche G Revolving Credit Commitment at such time.

“Tranche H Revolving Credit Lender” means, at any time, any Lender that has a Tranche H Revolving Credit Commitment at such time.

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“Tranche A Revolving Credit Loan” has the meaning specified in Section 2.01(c).

“Tranche B Revolving Credit Loan” has the meaning specified in Section 2.01(c).

“Tranche C Revolving Credit Loan” has the meaning specified in Section 2.01(c).

“Tranche D Revolving Credit Loan” has the meaning specified in Section 2.01(c).

“Tranche E Revolving Credit Loan” has the meaning specified in Section 2.01(c).

“Tranche F Revolving Credit Loan” has the meaning specified in Section 2.01(c).

“Tranche G Revolving Credit Loan” has the meaning specified in Section 2.01(c).

“Tranche H Revolving Credit Loan” has the meaning specified in Section 2.01(c).

“Tranche A Revolving Credit Note” means a promissory note of either U.S. Borrower or the Dutch Borrower payable to any Tranche A Revolving Credit Lender or its registered assigns, in substantially the form of Exhibit C-3 hereto, evidencing the aggregate Indebtedness of such Borrower to such Tranche A Revolving Credit Lender resulting from the Tranche A Revolving Credit Loans made by such Tranche A Revolving Credit Lender to such Borrower.

“Tranche B Revolving Credit Note” means a promissory note of either U.S. Borrower or the Dutch Borrower payable to any Tranche B Revolving Credit Lender or its registered assigns, in substantially the form of Exhibit C-3 hereto, evidencing the aggregate Indebtedness of such Borrower to such Tranche B Revolving Credit Lender resulting from the Tranche B Revolving Credit Loans made by such Tranche B Revolving Credit Lender to such Borrower.

“Tranche C Revolving Credit Note” means a promissory note of either U.S. Borrower or the Dutch Borrower payable to any Tranche C Revolving Credit Lender or its registered assigns, in substantially the form of Exhibit C-3 hereto, evidencing the aggregate Indebtedness of such Borrower to such Tranche C Revolving Credit Lender resulting from the Tranche C Revolving Credit Loans made by such Tranche C Revolving Credit Lender to such Borrower.

“Tranche D Revolving Credit Note” means a promissory note of either U.S. Borrower or the Dutch Borrower payable to any Tranche D Revolving Credit Lender or its registered assigns, in substantially the form of Exhibit C-3 hereto, evidencing the aggregate Indebtedness of such Borrower to such Tranche D Revolving Credit Lender resulting from the Tranche D Revolving Credit Loans made by such Tranche D Revolving Credit Lender to such Borrower.

“Tranche E Revolving Credit Note” means a promissory note of either U.S. Borrower or the Dutch Borrower payable to any Tranche E Revolving Credit Lender or its registered assigns, in substantially the form of Exhibit C-3 hereto, evidencing the aggregate Indebtedness of such Borrower to such Tranche E Revolving Credit Lender resulting from the Tranche E Revolving Credit Loans made by such Tranche E Revolving Credit Lender to such Borrower.

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“Tranche F Revolving Credit Note” means a promissory note of either U.S. Borrower or the Dutch Borrower payable to any Tranche F Revolving Credit Lender or its registered assigns, in substantially the form of Exhibit C-3 hereto, evidencing the aggregate Indebtedness of such Borrower to such Tranche F Revolving Credit Lender resulting from the Tranche F Revolving Credit Loans made by such Tranche F Revolving Credit Lender to such Borrower.

“Tranche G Revolving Credit Note” means a promissory note of either U.S. Borrower or the Dutch Borrower payable to any Tranche G Revolving Credit Lender or its registered assigns, in substantially the form of Exhibit C-3 hereto, evidencing the aggregate Indebtedness of such Borrower to such Tranche G Revolving Credit Lender resulting from the Tranche G Revolving Credit Loans made by such Tranche G Revolving Credit Lender to such Borrower.

“Tranche H Revolving Credit Note” means a promissory note of either U.S. Borrower or the Dutch Borrower payable to any Tranche H Revolving Credit Lender or its registered assigns, in substantially the form of Exhibit C-3 hereto, evidencing the aggregate Indebtedness of such Borrower to such Tranche H Revolving Credit Lender resulting from the Tranche H Revolving Credit Loans made by such Tranche H Revolving Credit Lender to such Borrower.

“Transaction” means, collectively, (i) any of the transactions described on Schedule 1.01D, (ii) any series of transactions undertaken to achieve the repayment of the Tender Facility and the Outstanding Indebtedness, and (iii) any of the transactions described under the heading “Offering Memorandum Summary - The Transactions” in the Notes Offering Memorandum.

“Transaction Expenses” means any fees or expenses incurred or paid by the Sponsors, Nielsen (or any direct or indirect parent of Nielsen) or any of its (or their) Subsidiaries in connection with the Transaction (including expenses in connection with hedging transactions), this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby.

“Transactions Intercompany Obligations” any intercompany loan made by a Covenant Party or a Restricted Subsidiary to the Company or any direct or indirect parent of VNUHF outstanding on the Closing Date or made for the purpose of consummating the Transactions.

“Treasury Services Agreement” means any agreement between any Loan Party and any Hedge Bank relating to treasury, depository, and cash management services or automated clearinghouse transfer of funds.

“Transferred Guarantor” has the meaning specified in Section 11.09.

“Type” means, with respect to a Loan denominated in Dollars, its character as a Base Rate Loan or a Eurocurrency Rate Loan.

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“U.S. Borrowers” has the meaning set forth in the introductory paragraph to this Agreement.

“Uniform Commercial Code” or “UCC” means the Uniform Commercial Code as the same may from time to time be in effect in the State of New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to any item or items of Collateral.

“United States” and “U.S.” mean the United States of America.

“Unreimbursed Amount” has the meaning set forth in Section 2.03(c)(i).

“Unrestricted Subsidiary” means (i) each Subsidiary of a Covenant Party listed on Schedule 1.01B and (ii) any Subsidiary of a Covenant Party designated by the board of directors of Nielsen as an Unrestricted Subsidiary pursuant to Section 6.14 subsequent to the date hereof.

“USA Patriot Act” has the meaning specified in Section 5.16.

“Valcon” means Valcon Acquisition B.V., a private company organized under the laws of The Netherlands, having its corporate seat in Amsterdam, The Netherlands.

“Verifiable PMP” means a PMP whose status as such may be determined on the basis of (a) its entry in Dutch public registers (including on-line registers available on the internet) as referred to in clauses 1.e.1 through 1.e.5 of the Exemption Regulation; (b) its rating as provided by a rating agency approved by the DNB and as it appears from any public register and/or written statement of such rating agency to the extent such register is generally accessible via the internet; or (c) a public register published by a regulator of a country as referred to in clause 1.e.11 of the Exemption Regulation exercising prudential supervision over the PMP to the extent such register is generally accessible via the internet.

“VNU, Inc.” has the meaning set forth in the introductory paragraph to this Agreement.

“VNU International” means VNU International B.V., a private company organized under the laws of The Netherlands, having its corporate seat in Haarlem, The Netherlands.

“VNUHF” means VNU Holding and Finance B.V., a private company organized under the laws of The Netherlands, having its corporate seat in Haarlem, The Netherlands.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (i) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (ii) the then outstanding principal amount of such Indebtedness.

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“wholly owned” means, with respect to a Subsidiary of a Person, a Subsidiary of such Person all of the outstanding Equity Interests of which (other than (x) director’s qualifying shares and (y) shares issued to foreign nationals to the extent required by applicable Law) are owned by such Person and/or by one or more wholly owned Subsidiaries of such Person.

Section 1.02 Other Interpretive Provisions.

With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(b) The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.

(c) Article, Section, Exhibit and Schedule references are to the Loan Document in which such reference appears.

(d) The term “including” is by way of example and not limitation.

(e) The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.

(f) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(g) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

Section 1.03 Accounting Terms.

(a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, except as otherwise specifically prescribed herein.

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(b) Notwithstanding anything to the contrary herein, for purposes of this Agreement (including, without limitation, in determining compliance with any test or covenant contained herein) with respect to any period during which any Specified Transaction occurs, the Total Leverage Ratio, the Secured Leverage Ratio and the Interest Coverage Ratio shall be calculated with respect to such period and such Specified Transaction on a Pro Forma Basis.

Section 1.04 Rounding.

Any financial ratios required to be maintained by the Covenant Parties pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding up if there is no nearest number).

Section 1.05 References to Agreements, Laws, Etc.

Unless otherwise expressly provided herein, (a) references to Organization Documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are permitted by the Loan Documents; and (b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.

Section 1.06 Times of Day.

Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

Section 1.07 Timing of Payment of Performance.

When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than as described in the definition of Interest Period) or performance shall extend to the immediately succeeding Business Day.

Section 1.08 Currency Equivalents Generally.

(a) Any amount specified in this Agreement (other than in Articles II, IX and X or as set forth in paragraph (b) of this Section) or any of the other Loan Documents to be in Dollars or an Alternative Currency shall also include the equivalent of such amount in any other currency, such equivalent amount to be determined at the rate of exchange quoted by the Reuters World Currency Page for the applicable currency at 11:00 a.m. (London time) on such day (or, in

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the event such rate does not appear on any Reuters World Currency Page, by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrowers, or, in the absence of such agreement, such rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent in the market where its foreign currency exchange operations in respect of such currency are then being conducted, at or about 10:00 a.m. (New York City time) on such date for the purchase of Dollars or Euros (as applicable) for delivery two Business Days later); provided that the determination of the Dollar Amount of any Loan shall be made in accordance with Section 2.15. Notwithstanding the foregoing, for purposes of determining compliance with Sections 7.01, 7.02 and 7.03 of this Agreement with respect to any amount of Indebtedness or Investment in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of exchange occurring after the time such Indebtedness or Investment is incurred; provided that, for the avoidance of doubt, the foregoing provisions of this Section 1.08 shall otherwise apply to such Sections, including with respect to determining whether any Indebtedness or Investment (not previously incurred on any date) may be incurred under such Sections.

(b) For purposes of determining compliance under Sections 7.02, 7.05, 7.06 and 7.11, any amount in a currency other than Dollars will be converted to Dollars based on the average Exchange Rate for such currency for the most recent twelve month period immediately prior to the date of determination determined in a manner consistent with that used in calculating EBITDA for the applicable period, provided, however, that the foregoing shall not be deemed to apply to the determination of any amount of Indebtedness. For purposes of determining compliance with Section 7.11, the Dollar Amount of each Alternative Currency Loan and the equivalent in Dollars of any other Indebtedness denominated in a currency other than Dollars will reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar Amount of such Alternative Currency Loan or the Dollar equivalent of such other Indebtedness.

Section 1.09 Change of Currency.

Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify with Nielsen’s consent to appropriately reflect a change in currency of any country and any relevant market conventions or practices relating to such change in currency.

Section 1.10 Cumulative Credit Transactions.

If more than one action occurs on any given date the permissibility of the taking of which is determined hereunder by reference to the amount of the Cumulative Credit immediately prior to the taking of such action, the permissibility of the taking of each such action shall be determined independently and in no event may any two or more such actions be treated as occurring simultaneously.

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ARTICLE II.

The Commitments and Credit Extensions

Section 2.01 The Loans.

(a) The Dollar Term Borrowings. Subject to the terms and conditions set forth herein, each Dollar Term Lender severally agrees to make to Nielsen on a pro rata basis on the Pushdown Date loans denominated in Dollars in an aggregate amount not to exceed at any time outstanding the amount of such Dollar Term Lender’s Dollar Term Commitment. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Dollar Term Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.

(b) The Euro Term Borrowings. Subject to the terms and conditions set forth herein, each Euro Term Lender severally agrees to make to Nielsen on a pro rata basis on the Pushdown Date loans denominated in Euros in an aggregate amount not to exceed at any time outstanding the amount of such Euro Term Lender’s Euro Term Commitment. Amounts borrowed under this Section 2.01(b) and repaid or prepaid may not be reborrowed. Euro Term Loans must be Eurocurrency Rate Loans, as further provided herein.

(c) The Revolving Credit Borrowings. Subject to the terms and conditions set forth herein (i) each Tranche A Revolving Credit Lender severally agrees to make Tranche A Revolving Credit Loans denominated in Dollars or Euros as elected by either U.S. Borrower or the Dutch Borrower pursuant to Section 2.02 to such Borrower from its applicable Lending Office (each such loan, a “Tranche A Revolving Credit Loan”) from time to time, on any Business Day until the Maturity Date, in an aggregate Dollar Amount not to exceed at any time outstanding the amount of such Lender’s Tranche A Revolving Credit Commitment; provided that after giving effect to any Tranche A Revolving Credit Borrowing, the aggregate Outstanding Amount of the Tranche A Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Tranche A Revolving Credit Commitment, (ii) each Tranche B Revolving Credit Lender severally agrees to make Tranche B Revolving Credit Loans denominated in Dollars as elected by either U.S. Borrower or the Dutch Borrower pursuant to Section 2.02 to such Borrower from its applicable Lending Office (each such loan, a “Tranche B Revolving Credit Loan”) from time to time, on any Business Day until the Maturity Date, in an aggregate Dollar Amount not to exceed at any time outstanding the amount of such Lender’s Tranche B Revolving Credit Commitment, (iii) each Tranche C Revolving Credit Lender severally agrees to make Tranche C Revolving Credit Loans denominated in Dollars, Euros or Mexican Pesos as elected by either U.S. Borrower or the Dutch Borrower pursuant to Section 2.02 to such Borrower from its applicable Lending Office (each such loan, a “Tranche C Revolving Credit Loan”) from time to time, on any Business Day until the Maturity Date, in an aggregate Dollar Amount not to exceed at any time outstanding the amount of such Lender’s Tranche C Revolving Credit Commitment, (iv) each Tranche D Revolving Credit Lender severally agrees to make Tranche D Revolving Credit Loans

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denominated in Dollars, Euros or Sterling as elected by either U.S. Borrower or the Dutch Borrower pursuant to Section 2.02 to such Borrower from its applicable Lending Office (each such loan, a “Tranche D Revolving Credit Loan”) from time to time, on any Business Day until the Maturity Date, in an aggregate Dollar Amount not to exceed at any time outstanding the amount of such Lender’s Tranche D Revolving Credit Commitment, (v) each Tranche E Revolving Credit Lender severally agrees to make Tranche E Revolving Credit Loans denominated in Dollars, Euros or Australian Dollars as elected by either U.S. Borrower or the Dutch Borrower pursuant to Section 2.02 to such Borrower from its applicable Lending Office (each such loan, a “Tranche E Revolving Credit Loan”) from time to time, on any Business Day until the Maturity Date, in an aggregate Dollar Amount not to exceed at any time outstanding the amount of such Lender’s Tranche E Revolving Credit Commitment, (vi) each Tranche F Revolving Credit Lender severally agrees to make Tranche F Revolving Credit Loans denominated in Dollars, Euros or Japanese Yen as elected by either U.S. Borrower or the Dutch Borrower pursuant to Section 2.02 to such Borrower from its applicable Lending Office (each such loan, a “Tranche F Revolving Credit Loan”) from time to time, on any Business Day until the Maturity Date, in an aggregate Dollar Amount not to exceed at any time outstanding the amount of such Lender’s Tranche F Revolving Credit Commitment, (vii) each Tranche G Revolving Credit Lender severally agrees to make Tranche G Revolving Credit Loans denominated in Dollars, Euros or Hong Kong Dollars as elected by either U.S. Borrower or the Dutch Borrower pursuant to Section 2.02 to such Borrower from its applicable Lending Office (each such loan, a “Tranche G Revolving Credit Loan”) from time to time, on any Business Day until the Maturity Date, in an aggregate Dollar Amount not to exceed at any time outstanding the amount of such Lender’s Tranche G Revolving Credit Commitment and (viii) each Tranche H Revolving Credit Lender severally agrees to make Tranche H Revolving Credit Loans denominated in Dollars, Euros or Canadian Dollars as elected by either U.S. Borrower or the Dutch Borrower pursuant to Section 2.02 to such Borrower from its applicable Lending Office (each such loan, a “Tranche H Revolving Credit Loan” and, together with the Tranche A Revolving Credit Loans, Tranche B Revolving Credit Loans, Tranche C Revolving Credit Loans, Tranche D Revolving Credit Loans, Tranche E Revolving Credit Loans, Tranche F Revolving Credit Loans and Tranche G Revolving Credit Loans, the “Revolving Credit Loans”) from time to time, on any Business Day until the Maturity Date, in an aggregate Dollar Amount not to exceed at any time outstanding the amount of such Lender’s Tranche H Revolving Credit Commitment. Within the limits of each Lender’s Revolving Credit Commitments, and subject to the other terms and conditions hereof, each Borrower may borrow under this Section 2.01(c), prepay under Section 2.05, and reborrow under this Section 2.01(c). Revolving Credit Loans denominated in Dollars may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein, and Revolving Credit Loans denominated in Alternative Currencies must be Eurocurrency Rate Loans, as further provided herein.

Section 2.02 Borrowings, Conversions and Continuations of Loans.

(a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans or Revolving Credit Loans from one Type to the other, and each

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continuation of Eurocurrency Rate Loans shall be made upon the applicable Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 12:30 p.m. (New York, New York time or London, England time in the case of any Borrowing denominated in an Alternative Currency) (i) three (3) Business Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans or any conversion of Base Rate Loans to Eurocurrency Rate Loans (or five (5) Business Days in the case of Loans denominated in Australian Dollars, Japanese Yen or Hong Kong Dollars), and (ii) one (1) Business Day before the requested date of any Borrowing of Base Rate Loans. Each telephonic notice by the applicable Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of such Borrower. Except as provided in the last sentence of this paragraph or Section 2.14(a), each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in a minimum principal amount of $5,000,000 or €5,000,000, as applicable, or a whole multiple of $1,000,000 or €1,000,000, as applicable, in excess thereof (or comparable amounts determined by the Administrative Agent in the case of Alternative Currency Loans denominated in a currency other than Euros). Except as provided in Section 2.03(c), 2.04(c), 2.14(a) or the last sentence of this paragraph, each Borrowing of or conversion to Base Rate Loans shall be in a minimum principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the applicable Borrower is requesting a Term Borrowing, a Revolving Credit Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the currency in which the Loans to be borrowed are to be denominated, (v) the Type of Loans to be borrowed or to which existing Term Loans or Revolving Credit Loans are to be converted, and (vi) if applicable, the duration of the Interest Period with respect thereto. If with respect to Loans denominated in Dollars the applicable Borrower fails to specify a Type of Loan in a Committed Loan Notice or fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period (or fails to give a timely notice requesting a continuation of Eurocurrency Rate Loans denominated in an Alternative Currency), it will be deemed to have specified an Interest Period of one (1) month. If no currency is specified, the requested Borrowing shall be in (i) Dollars, if to a U.S. Borrower or (ii) Euros, if to the Dutch Borrower. Notwithstanding the foregoing, all Borrowings of Revolving Credit Loans of any Borrower denominated in Dollars or Euros shall be allocated (x)(i) in the case of Dollars, pro rata relative to Commitments across all Revolving Credit Facilities and (ii) in the case of Euros, pro rata relative to Commitments across all Revolving Credit Facilities other than the Tranche B Revolving Credit Facility and (y) in the aggregate after giving effect to clause (x), in the

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principal amounts specified above; provided that (i) for purposes of effecting such requirements the allocation of a Borrowing under any Facility may be rounded up or down by an amount not to exceed $100 at the discretion of the Administrative Agent, (ii) that if the available Commitments under any Facility are not sufficient to allow the foregoing pro rata requirements to occur, the amount by which any Borrowing otherwise called for by this sentence exceeds such available Commitments shall be reallocated on a similar pro rata basis to Borrowings under the other applicable Facilities with such process being repeated to the extent necessary and possible, (iii) that if available Commitments only remain under one applicable Facility (including after reallocations pursuant to clause (ii)) then any Borrowing (or the remainder thereof) shall be allocated under such Facility in whole subject to compliance with clause (y) of this sentence and (iv) all allocations pursuant to this sentence shall be made by the Administrative Agent and any determinations made by the Administrative Agent pursuant to this sentence shall be final in the absence of manifest error.

(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the applicable Class of Loans, and if no timely notice of a conversion or continuation is provided by the applicable Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation described in Section 2.02(a). In the case of each Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 1:00 p.m., in the case of any Loan denominated in Dollars, and not later than 1:00 p.m. (London time) in the case of any Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Committed Loan Notice. The Administrative Agent shall make all funds so received available to the applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of such Borrower on the books of Citibank, N.A. with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by such Borrower; provided that if, on the date the Committed Loan Notice with respect to such Borrowing is given by such Borrower, there are Swing Line Loans or L/C Borrowings outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such L/C Borrowing, second, to the payment in full of any such Swing Line Loans, and third, to such Borrower as provided above.

(c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan unless the applicable Borrower pays the amount due, if any, under Section 3.05 in connection therewith. During the existence of an Event of Default, the Administrative Agent or the Required Lenders may require that no Loans denominated in Dollars may be converted to or continued as Eurocurrency Rate Loans.

(d) The Administrative Agent shall promptly notify the applicable Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans

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upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the applicable Borrower and the Lenders of any change in the Citibank, N.A. prime rate used in determining the Base Rate promptly following the public announcement of such change.

(e) After giving effect to all Term Borrowings, all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans from one Type to the other, and all continuations of Term Loans or Revolving Credit Loans as the same Type, there shall not be more than twenty (20) Interest Periods in effect (it being understood that a Revolving Credit Borrowing, conversion or continuation in Dollars or Euros that is divided among Classes in accordance with Section 2.02(a) shall be deemed to relate to only one Interest Period solely for purposes of this sentence).

(f) The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing.

Section 2.03 Letters of Credit.

(a) The Letter of Credit Commitment. (i) Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Tranche A Revolving Credit Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or Euros for the account of a U.S. Borrower or the Dutch Borrower (provided, that any Letter of Credit may be for the benefit of any Subsidiary of the applicable Borrower) and to amend or renew Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit and (B) the Tranche A Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of such L/C Credit Extension, (x) the Revolving Credit Exposure of any Tranche A Revolving Credit Lender would exceed such Lender’s Tranche A Revolving Credit Commitment or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, each Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly each Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to be issued hereunder and shall constitute Letters of Credit subject to the terms hereof.

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(ii) An L/C Issuer shall be under no obligation to issue any Letter of Credit if:

(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated hereunder);

(B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the Lenders holding a majority of the Tranche A Revolving Credit Commitments have approved such expiry date;

(C) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Tranche A Revolving Credit Lenders have approved such expiry date;

(D) the issuance of such Letter of Credit would violate any Laws binding upon such L/C Issuer; or

(E) such Letter of Credit is in an initial amount less than $1,000,000 (or €1,000,000 if denominated in Euros).

(iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the applicable Borrower delivered to an L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of such Borrower. Such Letter of Credit Application must be received by the relevant L/C Issuer and the Administrative Agent not later than 12:30 p.m. at least two (2) Business Days prior to the proposed issuance date or date of amendment, as the case may be; or, in each case, such later date and time as the relevant L/C Issuer may agree in a particular instance in its sole discretion. In the case of a request for an initial issuance of a Letter

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of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the relevant L/C Issuer: (a) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (b) the amount thereof; (c) the expiry date thereof; (d) the name and address of the beneficiary thereof; (e) the documents to be presented by such beneficiary in case of any drawing thereunder; (f) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (g) the currency in which the requested Letter of Credit will be denominated; and (h) such other matters as the relevant L/C Issuer may reasonably request. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the relevant L/C Issuer (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the relevant L/C Issuer may reasonably request.

(ii) Promptly after receipt of any Letter of Credit Application, the relevant L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the applicable Borrower and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof. Upon receipt by the relevant L/C Issuer of confirmation from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the applicable Borrower or enter into the applicable amendment, as the case may be. Immediately upon the issuance of each Letter of Credit, each Tranche A Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Letter of Credit.

(iii) If the applicable Borrower so requests in any applicable Letter of Credit Application, the relevant L/C Issuer shall agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the relevant L/C Issuer to prevent any such extension at least once in each twelve month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-extension Notice Date”) in each such twelve month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the relevant L/C Issuer, the applicable Borrower shall not be required to make a specific request to the relevant L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the relevant L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided that the relevant L/C Issuer shall not permit any such extension if (A) the relevant L/C Issuer has determined that it would have no obligation at such

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time to issue such Letter of Credit in its extended form under the terms hereof (by reason of the provisions of Section 2.03(a)(ii) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five (5) Business Days before the Non-extension Notice Date from the Administrative Agent, any Tranche A Revolving Credit Lender or the applicable Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied.

(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the relevant L/C Issuer will also deliver to the applicable Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

(c) Drawings and Reimbursements; Funding of Participations. (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the applicable Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. on the Business Day immediately following any payment by an L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), the applicable Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing. If the applicable Borrower fails to so reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify each Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the Dollar Amount thereof in the case of an Alternative Currency) (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Pro Rata Share thereof. In such event, the applicable Borrower shall be deemed to have requested a Tranche A Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans but subject to the amount of the unutilized portion of the Tranche A Revolving Credit Commitments of the Appropriate Lenders and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii) Each Appropriate Lender (including any Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the relevant L/C Issuer, in Dollars, at the Administrative Agent’s Office for payments in an amount equal to its Pro Rata Share of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Appropriate Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the applicable Borrower in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer.

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(iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Tranche A Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the applicable Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Appropriate Lender’s payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.

(iv) Until each Appropriate Lender funds its Tranche A Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share of such amount shall be solely for the account of the relevant L/C Issuer.

(v) Each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuer, the applicable Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the applicable Borrower of a Committed Loan Notice ). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the applicable Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.

(vi) If any Tranche A Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), such L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such L/C Issuer at a rate per annum equal to the applicable Overnight Rate from time to time in effect. A certificate of the relevant L/C Issuer submitted to any Tranche A Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) shall be conclusive absent manifest error.

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(d) Repayment of Participations. (i) If, at any time after an L/C Issuer has made a payment under any Letter of Credit and has received from any Tranche A Revolving Credit Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), the Administrative Agent receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the applicable Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Pro Rata Share thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent.

(ii) If any payment received by the Administrative Agent for the account of an L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by such L/C Issuer in its discretion), each Appropriate Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect.

(e) Obligations Absolute. The obligation of the applicable Borrower to reimburse the relevant L/C Issuer for each drawing under each Letter of Credit issued by it and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other agreement or instrument relating thereto;

(ii) the existence of any claim, counterclaim, setoff, defense or other right that any Loan Party may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the relevant L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

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(iv) any payment by the relevant L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the relevant L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law;

(v) any exchange, release or nonperfection of any Collateral, or any release or amendment or waiver of or consent to departure from the Guaranty or any other guarantee, for all or any of the Obligations of any Loan Party in respect of such Letter of Credit; or

(vi) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Loan Party;

provided that the foregoing shall not excuse any L/C Issuer from liability to the applicable Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are waived by the applicable Borrower to the extent permitted by applicable Law) suffered by the applicable Borrower that are caused by such L/C Issuer’s gross negligence or willful misconduct when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof.

(f) Role of L/C Issuers. Each Lender and each of the U.S. Borrowers and the Dutch Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuers, any Agent-Related Person nor any of the respective correspondents, participants or assignees of any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Lenders holding a majority of the Tranche A Revolving Credit Commitments, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. Each of the U.S. Borrowers and the Dutch Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude such Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuers, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of any L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vi) of Section 2.03(e); provided that anything in

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such clauses to the contrary notwithstanding, each of the U.S. Borrowers and the Dutch Borrower may have a claim against an L/C Issuer, and such L/C Issuer may be liable to such Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Borrower which such Borrower proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, each L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no L/C Issuer shall be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

(g) Cash Collateral. (i) If an L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing and the conditions set forth in Section 4.02 to a Tranche A Revolving Credit Borrowing cannot then be met, (ii) if, as of the Letter of Credit Expiration Date, any Letter of Credit may for any reason remain outstanding and partially or wholly undrawn, (iii) if any Event of Default occurs and is continuing and the Administrative Agent or the Lenders holding a majority of the Tranche A Revolving Credit Commitments, as applicable, require the applicable Borrower to Cash Collateralize the L/C Obligations pursuant to Section 8.02(a) or (iv) an Event of Default set forth under Section 8.01(f) occurs and is continuing, then such Borrower shall Cash Collateralize the then Outstanding Amount of all L/C Obligations (in an amount equal to such Outstanding Amount determined as of the date of such L/C Borrowing or the Letter of Credit Expiration Date, as the case may be), and shall do so not later than 2:00 P.M., New York City time, on (x) in the case of the immediately preceding clauses (i) through (iii), (1) the Business Day that such Borrower receives notice thereof, if such notice is received on such day prior to 12:00 Noon, New York City time, or (2) if clause (1) above does not apply, the Business Day immediately following the day that such Borrower receives such notice and (y) in the case of the immediately preceding clause (iv), the Business Day on which an Event of Default set forth under Section 8.01(f) occurs or, if such day is not a Business Day, the Business Day immediately succeeding such day. For purposes hereof, “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the relevant L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances (“Cash Collateral”) pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the relevant L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. Each of the U.S. Borrowers and the Dutch Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuers and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked accounts at the Administrative Agent and may be invested in readily available Cash Equivalents. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any

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right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the applicable Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts at the Administrative Agent as aforesaid, an amount equal to the excess of (a) such aggregate Outstanding Amount over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds the then Outstanding Amount of such L/C Obligations and so long as no Event of Default has occurred and is continuing, the excess shall be refunded to the applicable Borrower.

(h) Letter of Credit Fees. Each of the U.S. Borrowers and the Dutch Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Pro Rata Share a Letter of Credit fee for each Letter of Credit issued pursuant to this Agreement to such Borrower equal to the Applicable Rate times the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit). Such letter of credit fees shall be computed on a quarterly basis in arrears. Such letter of credit fees shall be due and payable in U.S. Dollars on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

(i) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. Each of the U.S. Borrowers and the Dutch Borrower shall pay directly to each L/C Issuer for its own account a fronting fee with respect to each Letter of Credit issued by it to such Borrower equal to 0.125% per annum of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit if such maximum amount increases periodically pursuant to the terms of such Letter of Credit). Such fronting fees shall be computed on a quarterly basis in arrears. Such fronting fees shall be due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. In addition, each of the U.S. Borrowers and the Dutch Borrower shall pay directly to each L/C Issuer for its own account with respect to each Letter of Credit issued to such Borrower the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable within ten (10) Business Days of demand and are nonrefundable.

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(j) Conflict with Letter of Credit Application. Notwithstanding anything else to the contrary in this Agreement, in the event of any conflict between the terms hereof and the terms of any Letter of Credit Application, the terms hereof shall control.

(k) Addition of an L/C Issuer. A Tranche A Revolving Credit Lender may become an additional L/C Issuer hereunder pursuant to a written agreement among the Borrowers, the Administrative Agent and such Tranche A Revolving Credit Lender. The Administrative Agent shall notify the Tranche A Revolving Credit Lenders of any such additional L/C Issuer.

Section 2.04 Swing Line Loans.

(a) The Swing Line. Subject to the terms and conditions set forth herein, Citibank, N.A. in its capacity as Swing Line Lender agrees to make loans in Dollars to either U.S. Borrower or the Dutch Borrower and ABN AMRO Bank N.V. in its capacity as Swing Line Lender agrees to make loans in Euro to either U.S. Borrower or the Dutch Borrower so long as such Borrower has an account at such Swing Line Lender (each such loan, a “Swing Line Loan”) from time to time on any Business Day (other than the Closing Date) until the Maturity Date in an aggregate amount not to exceed at any time the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Tranche A Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Swing Line Lender’s Tranche A Revolving Credit Commitment; provided that, after giving effect to any Swing Line Loan, (i) the Revolving Credit Exposure shall not exceed the aggregate Tranche A Revolving Credit Commitment and (ii) the aggregate Outstanding Amount of the Tranche A Revolving Credit Loans of any Lender (other than the relevant Swing Line Lender), plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Tranche A Revolving Credit Commitment then in effect; provided further that no Borrower shall use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, either U.S. Borrower and the Dutch Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall be a Base Rate Loan and each Swing Line Loan denominated in Euro shall be a Eurocurrency Rate Loan. Swing Line Loans shall only be denominated in Dollars or Euro. Immediately upon the making of a Swing Line Loan, each Tranche A Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Swing Line Loan.

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(b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon the applicable Borrower’s irrevocable notice to the relevant Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the relevant Swing Line Lender and the Administrative Agent not later than, in the case of Swing Line Loans denominated in Dollars, 1:00 p.m. on the requested borrowing date, and in the case of Swing Line Loans denominated in Euro, 11:00 a.m. Central European Time (“CET”) on the requested borrowing date and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 (or €100,000), and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the relevant Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the applicable Borrower. Promptly after receipt by the relevant Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing), such Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, such Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the relevant Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Tranche A Revolving Credit Lender) prior to, in the case of Swing Line Loans denominated in Dollars, 2:00 p.m., and in the case of Swing Line Loans denominated in Euro, 3:30 p.m. CET, on the date of the proposed Swing Line Borrowing (A) directing such Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the relevant Swing Line Lender will, not later than, in the case of Swing Line Loans denominated in Dollars, 3:00 p.m., and in the case of Swing Line Loans denominated in Euro, 5:00 p.m. CET, on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the applicable Borrower.

(c) Refinancing of Swing Line Loans. (i) Each Swing Line Lender at any time in its sole and absolute discretion may request, on behalf any Borrower (each of which hereby irrevocably authorizes such Swing Line Lender to so request on its behalf), that each Tranche A Revolving Credit Lender make a Base Rate Loan or, in respect of Swing Line Loans denominated in Euro, a Eurocurrency Rate Loan (with an Interest Period equal to one month), in an amount equal to such Lender’s Pro Rata Share of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans or Eurocurrency Rate Loans, but subject to the unutilized portion of the aggregate Tranche A Revolving Credit Commitments and the conditions set forth in Section 4.02. The relevant Swing Line Lender shall furnish the applicable Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Tranche A Revolving Credit Lender shall make an amount equal to its Pro Rata Share of the amount specified in such Committed Loan Notice available to the Administrative

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Agent in Same Day Funds for the account of the relevant Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Tranche A Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan in Dollars or a Eurocurrency Rate Loan in Euros, as applicable, to the applicable Borrower. The Administrative Agent shall remit the funds so received to the relevant Swing Line Lender.

(ii) If for any reason any Swing Line Loan cannot be refinanced by such a Tranche A Revolving Credit Borrowing in accordance with Section 2.04(c)(i), the request for Base Rate Loans or Eurocurrency Rate Loans submitted by the relevant Swing Line Lender as set forth herein shall be deemed to be a request by such Swing Line Lender that each of the Tranche A Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Tranche A Revolving Credit Lender’s payment to the Administrative Agent for the account of such Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation.

(iii) If any Tranche A Revolving Credit Lender fails to make available to the Administrative Agent for the account of a Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), such Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the applicable Overnight Rate from time to time in effect. A certificate of a Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

(iv) Each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against a Swing Line Lender, a Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Tranche A Revolving Credit Lender’s obligation to make Tranche A Revolving Credit Loans pursuant to this Section 2.04(c) (but not to purchase and fund risk participations in Swing Line Loans) is subject to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the applicable Borrower to repay Swing Line Loans, together with interest as provided herein.

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(d) Repayment of Participations. (i) At any time after any Tranche A Revolving Credit Lender has purchased and funded a risk participation in a Swing Line Loan, if the relevant Swing Line Lender receives any payment on account of such Swing Line Loan, such Swing Line Lender will distribute to such Lender its Pro Rata Share of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s risk participation was funded) in the same funds as those received by such Swing Line Lender.

(ii) If any payment received by a Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by such Swing Line Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by such Swing Line Lender in its discretion), each Tranche A Revolving Credit Lender shall pay to such Swing Line Lender its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the applicable Overnight Rate. The Administrative Agent will make such demand upon the request of a Swing Line Lender.

(e) Interest for Account of Swing Line Lender. Each Swing Line Lender shall be responsible for invoicing the Borrowers for interest on its Swing Line Loans. Until each Tranche A Revolving Credit Lender funds its Base Rate Loan, Eurocurrency Rate Loan or risk participation pursuant to this Section 2.04 to refinance such Lender’s Pro Rata Share of any Swing Line Loan, interest in respect of such Pro Rata Share shall be solely for the account of the relevant Swing Line Lender.

(f) Payments Directly to Swing Line Lender. The Borrowers shall make all payments of principal and interest in respect of the Swing Line Loans directly to the relevant Swing Line Lender.

Section 2.05 Prepayments.

(a) Optional. (i) Each Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Administrative Agent not later than 12:30 p.m. (New York, New York time or London, England time in the case of Loans denominated in an Alternative Currency) (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans (or five (5) Business Days in the case of Loans denominated in Australian Dollars, Japanese Yen or Hong Kong Dollars) and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a minimum principal amount of $5,000,000 or €5,000,000, as applicable, or a whole multiple of $500,000 or €500,000, as applicable, in excess thereof (or comparable amounts determined by the Administrative Agent in the case of Alternative Currency Loans denominated in a currency other than Euros); and (3) any prepayment of Base Rate Loans

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shall be in a minimum principal amount of $1,000,000 or a whole multiple of $250,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans and the order of Borrowing(s) to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of principal of, and interest on, Alternative Currency Loans shall be made in the relevant Alternative Currency. Each prepayment of principal of, and interest on, Term Loans denominated in Dollars shall be made in Dollars. In the case of each prepayment of the Loans pursuant to this Section 2.05(a), the applicable Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares.

(ii) The Borrowers may, upon notice to the relevant Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the relevant Swing Line Lender and the Administrative Agent not later than, in the case of Swing Line Loans denominated in Dollars, 1:00 p.m., and in the case of Swing Line Loans denominated in Euro, 1:00 p.m. CET on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 (or €100,000) or a whole multiple of $100,000 (or €100,000) in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

(b) Mandatory. (i) Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) (commencing with the fiscal year ended December 31, 2008) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), Nielsen shall cause to be prepaid an aggregate Dollar Amount of Term Loans in an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial statements minus (B) the sum of (1) all voluntary prepayments of Term Loans during such fiscal year and (2) all voluntary prepayments of Revolving Credit Loans during such fiscal year to the extent the Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (i) and (ii), to the extent such prepayments are not funded with the proceeds of Indebtedness.

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(ii) If (1) a Covenant Party or any Restricted Subsidiary of a Covenant Party Disposes of any property or assets (other than any Disposition of any property or assets permitted by Section 7.05(a), (b), (c), (d), (e), (g), (h), (l), (m), (n), (o) or (p)), (2) the Company or VNU Intermediate Holding B.V. Disposes of any Collateral owned by them, or (3) any Casualty Event occurs, which results in the realization or receipt by such Covenant Party or Restricted Subsidiary of Net Proceeds, Nielsen shall cause to be prepaid on or prior to the date which is ten (10) Business Days after the date of the realization or receipt by such Covenant Party or Restricted Subsidiary of such Net Proceeds an aggregate Dollar Amount of Term Loans in an amount equal to 100% (or 50% at any time the Total Leverage Ratio is less than 5.50 to 1.00) of all Net Proceeds received;

(iii) If a Covenant Party or any Subsidiary of a Covenant Party directly or indirectly Disposes of any Equity Interests in, or any property or assets of, BME, Nielsen shall cause to be prepaid an aggregate Dollar Amount of Term Loans in an amount equal to 100% of the portion of Net Proceeds received that would result in the Total Leverage Ratio remaining unchanged on a Pro Forma Basis after giving effect to such Disposition and prepayment and 50% of the remaining amount, if any, of Net Proceeds from such Disposition, in each case, on or prior to the date which is ten (10) Business Days after the receipt by any Loan Party or Subsidiary of such Net Proceeds. For purposes of this clause (iii), the first proviso contained in clause (a) of the definition of Net Proceeds shall not apply.

(iv) If any Loan Party or any Restricted Subsidiary of a Loan Party incurs or issues any Indebtedness after the Closing Date (other than, in the case of any Covenant Party or any Restricted Subsidiary, Indebtedness not prohibited under Section 7.03 and other than, in the case of the Company and VNU Intermediate Holding B.V., any Permitted Holdings Debt), Nielsen shall cause to be prepaid an aggregate Dollar Amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date which is five (5) Business Days after the receipt by such Loan Party or Restricted Subsidiary of such Net Proceeds.

(v) If for any reason the aggregate Revolving Credit Exposures at any time exceeds the aggregate Tranche A Revolving Credit Commitments then in effect (including pursuant to Section 2.15(b)), one or more of the U.S. Borrowers and the Dutch Borrower shall promptly prepay or cause to be promptly prepaid Tranche A Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess (or the amount required pursuant to Section 2.15(b)); provided that such Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Tranche A Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the aggregate Tranche A Revolving Credit Commitments then in effect.

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(vi) Each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied in direct order of maturity to repayments thereof required pursuant to Section 2.07(a) or (b), as applicable; and each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares, subject to clause (viii) of this Section 2.05(b).

(vii) Nielsen shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) through (iv) of this Section 2.05(b) at least three (3) Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of Nielsen’s prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment.

(viii) Funding Losses, Etc. All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a Eurocurrency Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan pursuant to Section 3.05. Notwithstanding any of the other provisions of Section 2.05(b), so long as no Event of Default shall have occurred and be continuing, if any prepayment of Eurocurrency Rate Loans is required to be made under this Section 2.05(b), other than on the last day of the Interest Period therefor, Nielsen may, in its sole discretion, deposit the amount of any such prepayment otherwise required to be made thereunder into a Cash Collateral Account until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from Nielsen or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.05(b). Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from Nielsen or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with this Section 2.05(b).

Section 2.06 Termination or Reduction of Commitments.

(a) Optional. Nielsen may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days prior to the date of termination or reduction (or five (5) Business Days in the case of Facilities available in Australian Dollars, Japanese Yen or Hong Kong Dollars), (ii) any such partial reduction shall be in a minimum aggregate amount of $1,000,000 or €1,000,000, as applicable, or any whole multiple of $250,000 or €250,000, as applicable, in excess thereof and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Tranche A Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not otherwise be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by Nielsen.

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(b) Mandatory. The Dollar Term Commitment of each Dollar Term Lender shall be automatically and permanently reduced to $0 at 5:00 p.m. on the Pushdown Date. The Euro Term Commitment of each Euro Term Lender shall be automatically and permanently reduced to €0 at 5:00 p.m. on the Pushdown Date.

(c) Application of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Lenders of any termination or reduction of unused portions of the Letter of Credit Sublimit or the Swing Line Sublimit or the unused Commitments of any Class under this Section 2.06. Upon any reduction of unused Commitments of any Class, the Commitment of each Lender of such Class shall be reduced by such Lender’s Pro Rata Share of the amount by which such Commitments are reduced (other than the termination of the Commitment of any Lender as provided in Section 3.07). All commitment fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Section 2.07 Repayment of Loans.

(a) Dollar Term Loans. Nielsen shall repay to the Administrative Agent in Dollars for the ratable account of the Dollar Term Lenders (i) on the last Business Day of each March, June, September and December, commencing with the first full quarter after the date on which all Dollar Term Loans have been borrowed (or Commitments in respect thereof terminated), an aggregate Dollar Amount equal to 0.25% of the aggregate Dollar Amount of all Dollar Term Loans ever outstanding hereunder (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05) and (ii) on the Maturity Date for the Dollar Term Loans, the aggregate principal amount of all Dollar Term Loans outstanding on such date.

(b) Euro Term Loans. Nielsen shall repay to the Administrative Agent in Euros for the ratable account of the Euro Term Lenders (i) on the last Business Day of each March, June, September and December, commencing with the first full quarter after the date on which all Euro Term Loans have been borrowed (or Commitments in respect thereof terminated), an aggregate amount equal to 0.25% of the aggregate amount of all Euro Term Loans ever outstanding hereunder (which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05) and (ii) on the Maturity Date for the Euro Term Loans, the aggregate principal amount of all Euro Term Loans outstanding on such date.

(c) Revolving Credit Loans. Each Borrower shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders on the Maturity Date for each Revolving Credit Facility the aggregate principal amount of all of such Borrower’s Revolving Credit Loans under such Facility outstanding on such date.

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(d) Swing Line Loans. Each Borrower shall repay the aggregate principal amount of its Swing Line Loans on the earlier to occur of (i) the date five (5) Business Days after such Loan is made and (ii) the Maturity Date for the Tranche A Revolving Credit Facility.

Section 2.08 Interest.

(a) Subject to the provisions of Section 2.08(b), (i) each Eurocurrency Rate Loan (other than a Swing Line Loan) shall bear interest on the outstanding principal amount or face amount thereof for each Interest Period at a rate per annum equal to the Eurocurrency Rate, for such Interest Period plus the Applicable Rate plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom or a Participating Member State) the Mandatory Cost; (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate; (iii) each Swing Line Loan denominated in Dollars shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for Revolving Credit Loans; and (iv) each Swing Line Loan denominated in Euro shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the 1-Month Euribor Rate plus 2.75%. For the purposes of this clause, “1-Month Euribor Rate” means (a) the percentage rate per annum determined by the Banking Federation of the European Union for a period of 1 month displayed on the appropriate Reuters screen (or if such page is replaced or service ceases to be available, another page or service displaying the appropriate rate specified by ABN AMRO Bank N.V. after consultation with the Dutch Borrower) or (b) if no such screen rate is available, the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to ABN AMRO Bank N.V. by any three of the major Dutch banks to leading banks in the European interbank market for a period of 1 month.

(b) During the continuance of a Default under Section 8.01(a), 8.01(f) or 8.01(g), the applicable Borrower shall pay interest on amounts due hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. Accrued and unpaid interest on such amounts (including interest on past due interest) shall be due and payable upon demand.

(c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

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Section 2.09 Fees.

In addition to certain fees described in Sections 2.03(h) and (i):

(a) Commitment Fee. The U.S. Borrowers and the Dutch Borrower jointly and severally agree to pay to the Administrative Agent for the account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share, a commitment fee equal to the Applicable Rate with respect to Revolving Credit Loan commitment fees times the actual daily amount by which the aggregate Revolving Credit Commitment under such Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans under such Facility and (B) in the case of the Tranche A Revolving Credit Facility only, the Outstanding Amount of L/C Obligations; provided that any commitment fee accrued with respect to any of the Commitments of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by any Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by a Borrower prior to such time; and provided further that no commitment fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee on each Revolving Credit Facility shall accrue at all times from the date hereof until the Maturity Date for the applicable Revolving Credit Facility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Maturity Date for each Revolving Credit Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

(b) Other Fees. Nielsen shall pay to the Agents such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever (except as expressly agreed between Nielsen and the applicable Agent).

Section 2.10 Computation of Interest and Fees.

All computations of interest for Base Rate Loans when the Base Rate is determined by Citibank, N.A.’s “prime rate” shall be made on the basis of a year of three hundred and sixty-five (365) days, or three hundred and sixty-six (366) days, as applicable, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a three hundred and sixty (360) day year and actual days elapsed. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one (1) day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

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Section 2.11 Evidence of Indebtedness.

(a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more entries in the Register maintained by the Administrative Agent, acting solely for purposes of Treasury Regulation Section 5f.103-1(c), as agent for the Borrowers, in each case in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be prima facie evidence absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrowers and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrowers shall execute and deliver to such Lender (through the Administrative Agent) a Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

(b) In addition to the accounts and records referred to in Section 2.11(a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records and, in the case of the Administrative Agent, entries in the Register, evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

(c) Entries made in good faith by the Administrative Agent in the Register pursuant to Sections 2.11(a) and (b), and by each Lender in its account or accounts pursuant to Sections 2.11(a) and (b), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrowers to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Loan Documents, absent manifest error; provided that the failure of the Administrative Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Borrowers under this Agreement and the other Loan Documents.

Section 2.12 Payments Generally.

(a) All payments to be made by the Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise

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expressly provided herein and except with respect to principal of and interest on Loans denominated in an Alternative Currency, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in Dollars and in Same Day Funds not later than 2:00 p.m. on the date specified herein. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal and interest on Loans denominated in an Alternative Currency shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in such Alternative Currency and in Same Day Funds not later than 2:00 p.m. (London time) on the dates specified herein. If, for any reason, the applicable Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, such Borrower shall make such payment in Dollars in the Dollar Amount of the Alternative Currency payment amount. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s applicable Lending Office. All payments received by the Administrative Agent (i) after 2:00 p.m., in the case of payments in Dollars, or (ii) after 2:00 p.m. (London time) in the case of payments in an Alternative Currency, shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.

(b) If any payment to be made by a Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be; provided that, if such extension would cause payment of interest on or principal of Eurocurrency Rate Loans to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day.

(c) Unless a Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent hereunder, that such Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that such Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in Same Day Funds, then:

(i) if the applicable Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in Same Day Funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to time in effect; and

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(ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in Same Day Funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to such Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the applicable Overnight Rate from time to time in effect. When such Lender makes payment to the Administrative Agent (together with all accrued interest thereon), then such payment amount (excluding the amount of any interest which may have accrued and been paid in respect of such late payment) shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon such Borrower, and such Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or such Borrower may have against any Lender as a result of any default by such Lender hereunder.

A notice of the Administrative Agent to any Lender or any Borrower with respect to any amount owing under this Section 2.12(c) shall be conclusive, absent manifest error.

(d) If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the applicable Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(e) The obligations of the Lenders hereunder to make Loans and to fund participations in Letters of Credit and Swing Line Loans are several and not joint. The failure of any Lender to make any Loan or to fund any such participation on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or purchase its participation.

(f) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

(g) Whenever any payment received by the Administrative Agent under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts due and payable to the Administrative Agent and the Lenders under or in respect of this Agreement and the other Loan Documents on any date, such payment shall be distributed by the Administrative

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Agent and applied by the Administrative Agent and the Lenders in the order of priority set forth in Section 8.04. If the Administrative Agent receives funds for application to the Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the manner in which such funds are to be applied, the Administrative Agent may (to the fullest extent permitted by mandatory provisions of applicable Law), but shall not be obligated to, elect to distribute such funds to each of the Lenders in accordance with such Lender’s Pro Rata Share of the sum of (a) the Outstanding Amount of all Loans outstanding at such time and (b) the Outstanding Amount of all L/C Obligations outstanding at such time, in repayment or prepayment of such of the outstanding Loans or other Obligations then owing to such Lender.

Section 2.13 Sharing of Payments.

If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it, or the participations in L/C Obligations and Swing Line Loans held by it, any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them and/or such subparticipations in the participations in L/C Obligations or Swing Line Loans held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata with each of them; provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Each Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Law, exercise all its rights of payment (including the right of setoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.13 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.13 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

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Section 2.14 Incremental Credit Extensions.

(a) Nielsen may (and VNU, Inc. or VNUHF may, in the case of clause (b)) at any time or from time to time after the Pushdown Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) one or more additional tranches of term loans (the “Incremental Term Loans”) or (b) one or more increases in the amount of the Revolving Credit Commitments of any Facility or the addition of a new Revolving Credit Facility to be provided to the Canadian Borrower (each such increase or new Revolving Credit Facility, a “Revolving Commitment Increase”), provided that (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Event of Default shall exist and (ii) Nielsen shall be in compliance with the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the date of such Incremental Term Loan or Revolving Commitment Increase and the last day of the most recently ended Test Period (or, if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if such Incremental Term Loans or Revolving Commitment Increases, as applicable, had been outstanding on the last day of such fiscal quarter of Nielsen for testing compliance therewith. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $50,000,000 (provided that such amount may be less than $50,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans and the Revolving Commitment Increases shall not exceed $687,500,000. The Incremental Term Loans (a) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Term Loans, (c) except as set forth above, shall be treated substantially the same as the Term Loans (in each case, including with respect to mandatory and voluntary prepayments) and (d) the Applicable Rate for the Incremental Term Loans shall be determined by Nielsen and the applicable new Lenders; provided, however, that (i) the interest rate margins for the Incremental Term Loans shall not be greater than the highest interest rate margins that may, under any circumstances, be payable with respect to Dollar Term Loans (or Euro Term Loans if such Incremental Term Loans are denominated in Euros) plus 25 basis points (and the interest rate margins applicable to the Dollar Term Loans or Euro Term Loans, as applicable, shall be increased to the extent necessary to achieve the foregoing) and (ii) solely for purposes of the foregoing clause (i), the interest rate margins applicable to any Term Loans or Incremental Term Loans shall be deemed to include all upfront or similar fees or original issue discount payable generally to Lenders providing such Term Loans or such Incremental Term Loans based on an assumed three-year life to maturity), provided that (i) except as provided herein, the terms and conditions applicable to Incremental Term Loans may be materially different from those of the Term Loans to the extent such differences are reasonably acceptable to the Arrangers and (ii) the amortization schedule applicable to the Incremental Term Loans shall be determined by Nielsen and the lenders thereof. Other than with

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respect to interest rates and related terms with respect to Loans denominated in Canadian Dollars, and other than with respect to borrowing mechanics and operational matters, the terms of any new Revolving Credit Facility to be provided to the Canadian Borrower shall be identical to those of the Revolving Credit Facilities and any collateral securing such new facility shall be shared with the Secured Parties pursuant to customary arrangements and customary limitations (including with respect to adverse tax consequences). Each notice from Nielsen, VNU, Inc. or VNUHF pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided, by any existing Lender (and each existing Term Lender will have the right, but not an obligation, to make a portion of any Incremental Term Loan, and each existing Revolving Credit Lender of the applicable Facility will have the right to provide a portion of any Revolving Commitment Increase, in each case on terms permitted in this Section 2.14 and otherwise on terms reasonably acceptable to the Administrative Agent) or by any other bank or other financial institution (any such other bank or other financial institution being called an “Additional Lender”), provided that the Administrative Agent shall have consented (not to be unreasonably withheld) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases if such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender (other than a Revolving Commitment Increase to be provided to the Canadian Borrower), an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Nielsen (and, in the case of a Revolving Commitment Increase, any other relevant Borrowers or the Canadian Borrower, as applicable), each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Borrowers, Agents or Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the applicable Borrowers (or the Canadian Borrower, as applicable), to effect the provisions of this Section 2.14. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as the parties thereto shall agree. The Borrowers (or the Canadian Borrower, as applicable) will use the proceeds of the Incremental Term Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (a) if the increase relates to the Tranche A Revolving Credit Facility, each Tranche A Revolving Credit Lender immediately prior to such

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increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed (in the case of an increase to the Tranche A Revolving Credit Facility only), a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Tranche A Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Tranche A Revolving Credit Commitments of all Tranche A Revolving Credit Lenders represented by such Revolving Credit Lender’s Tranche A Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans under the applicable Facility outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans under the applicable Facility made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

(b) This Section 2.14 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

Section 2.15 Currency Equivalents.

(a) The Administrative Agent shall determine the Dollar Amount of each Alternative Currency Loan and L/C Obligation in respect of Letters of Credit denominated in an Alternative Currency (i) in the case of any Term Loan, as of the date of incurrence of such Term Loan, (ii) in the case of any Swing Line Loan denominated in Euro, as of the date of incurrence of such Swing Line Loan, and (iii) otherwise, (A) as of the first day of each Interest Period applicable thereto and (B) as of the end of each fiscal quarter of Nielsen, and shall promptly notify the Borrowers and the Lenders of each Dollar Amount so determined by it. Each such determination shall be based on the Exchange Rate (x) on the date of the related Borrowing Request for purposes of the initial such determination for any Alternative Currency Loan and (y) on the fourth Business Day prior to the date as of which such Dollar Amount is to be determined, for purposes of any subsequent determination.

(b) If after giving effect to any such determination of a Dollar Amount, the aggregate Outstanding Amount of the Revolving Credit Loans of any Facility and, in the case of the Tranche A Revolving Credit Facility, the Swing Line Loans and the L/C Obligations exceeds the aggregate Revolving Credit Commitments under such Facility then in effect by 5% or more,

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one or more of the applicable Borrowers shall, within five (5) Business Days of receipt of notice thereof from the Administrative Agent setting forth such calculation in reasonable detail, prepay or cause to be prepaid outstanding Revolving Credit Loans under such Facility and/or Swing Line Loans (in the case of the Tranche A Revolving Credit Facility) (as selected by the applicable Borrowers and notified to the Lenders through the Administrative Agent not less than three (3) Business Days prior to the date of prepayment (or five (5) Business Days in the case of Facilities available in Australian Dollars, Japanese Yen or Hong Kong Dollars)) or take other action (including, in the applicable Borrowers’ discretion, cash collateralization of L/C Obligations in amounts from time to time equal to such excess) to the extent necessary to eliminate any such excess.

ARTICLE III.

Taxes, Increased Costs Protection and Illegality

Section 3.01 Taxes.

(a) Except as provided in this Section 3.01, any and all payments by the Borrowers (the term Borrowers under Article III being deemed to include any Subsidiary for whose account a Letter of Credit is issued) and the Guarantors to or for the account of any Agent or any Lender under any Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, excluding, in the case of each Agent and each Lender, (i) taxes imposed on or measured by its net income (including branch profits taxes), and franchise (and similar) taxes imposed on it in lieu of net income taxes, by the jurisdiction (or any political subdivision thereof) under the Laws of which such Agent or such Lender, as the case may be, is organized or maintains a Lending Office, or any other jurisdiction (or any political subdivision thereof) as a result of a present or former connection between such Agent or such Lender and the jurisdiction (or political subdivision thereof) imposing such tax (other than such connection arising solely from one or more of any Agent or Lender having executed, delivered or performed its obligations or received a payment under, or enforced, any Loan Document), (ii) taxes attributable to the failure by any Agent or Lender to deliver the documentation required to be delivered pursuant to clause (d) of this Section 3.01, or (iii) with respect to a Lender making a Loan to the Borrowers, any withholding tax that is in effect and would apply to amounts payable hereunder at such time the Lender becomes a party to this Agreement by assignment or designates a new Lending Office, except to the extent such Lender (or its assignor, if any) was entitled at the time of designation of a new Lending Office (or assignment) to receive additional amounts with respect to such withholding tax pursuant to this Section 3.01 (all such non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as “Taxes”). If any Borrower or Guarantor shall be required by any Laws to deduct any Taxes or Other Taxes from or in respect of any sum payable under any Loan Document to any Agent or any Lender, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.01), each of such Agent and such

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Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Borrower or Guarantor shall make such deductions, (iii) such Borrower or Guarantor shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Laws, and (iv) within thirty (30) days after the date of such payment (or, if receipts or evidence are not available within thirty (30) days, as soon as possible thereafter), such Borrower shall furnish to such Agent or Lender (as the case may be) the original or a copy of a receipt evidencing payment thereof or other evidence acceptable to such Agent or Lender.

(b) In addition, the Borrowers and Guarantors agree to pay any and all present or future stamp, court or documentary taxes and any other excise, property, intangible or mortgage recording taxes or charges or similar levies which arise from any payment made under any Loan Document or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Loan Document (hereinafter referred to as “Other Taxes”).

(c) Each Borrower and Guarantor agrees to indemnify each Agent and each Lender for (i) the full amount of Taxes and Other Taxes paid by such Agent and such Lender (including Taxes imposed directly on the Agent or hereunder in lieu of withholding Taxes) and (ii) any liability (including additions to tax, penalties, interest and expenses) arising therefrom or with respect thereto, provided such Agent or Lender, as the case may be, provides such Borrower or Guarantor with a written statement thereof setting forth in reasonable detail the basis and calculation of such amounts.

(d) Each Lender shall, at such times as are reasonably requested by Borrowers, provide Borrowers with any documentation prescribed by Law certifying as to the entitlement of such Lender to an exemption from, or reduction in, withholding tax with respect to all payments to be made to such Lender under the Loan Documents. Unless the Borrowers have received forms or other documents satisfactory to them indicating that payments under any Loan Document to or for a Lender are not subject to withholding tax or are subject to such Tax at a rate reduced by an applicable tax treaty, the Borrowers and the Administrative Agent shall withhold amounts required to be withheld by applicable Law from such payments at the applicable statutory rate. Notwithstanding any other provision of this clause (d), a Lender shall not be required to deliver any form pursuant to this clause (d) that such Lender is not legally able to deliver.

(e) Any Lender claiming any additional amounts payable pursuant to this Section 3.01 shall use its reasonable efforts to change the jurisdiction of its Lending Office if such a change would reduce any such additional amounts (or any similar amount that may thereafter accrue) and would not, in the sole determination of such Lender, result in any unreimbursed cost or expense or be otherwise materially disadvantageous to such Lender.

(f) If any Lender or Agent determines, in its sole discretion, that it has received a refund in respect of any Taxes or Other Taxes as to which indemnification or

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additional amounts have been paid to it by the Borrowers pursuant to this Section 3.01, it shall promptly remit such refund to the applicable Borrower or Guarantor, net of all out-of-pocket expenses of the Lender or Agent, as the case may be and without interest (other than any interest paid by the relevant taxing authority with respect to such refund net of any Taxes payable by any Agent or Lender on such interest); provided that the Borrowers and Guarantors, upon the request of the Lender or Agent, as the case may be, agree promptly to return such refund to such party in the event such party is required to repay such refund to the relevant taxing authority.

Section 3.02 Illegality.

If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurocurrency Rate Loans of any currency, or to determine or charge interest rates based upon the Eurocurrency Rate for any currency, then, on notice thereof by such Lender to the applicable Borrowers through the Administrative Agent, any obligation of such Lender to make or continue Eurocurrency Rate Loans of such currency or to convert Base Rate Loans to Eurocurrency Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the applicable Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the applicable Borrower shall upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all applicable Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans. Upon any such prepayment or conversion, such Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Section 3.03 Inability to Determine Rates.

If the Required Lenders determine that for any reason adequate and reasonable means do not exist for determining the applicable Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan, or that the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that Dollar or other applicable deposits are not being offered to banks in the London interbank Eurodollar, or other applicable, market for the applicable amount and the Interest Period of such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the applicable Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurocurrency Rate Loans of any applicable currency shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, such Borrower may

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revoke any pending request for a Borrowing of, conversion to or continuation of such Eurocurrency Rate Loans or, failing that, will be deemed to have converted such request, if applicable, into a request for a Borrowing of Base Rate Loans in the amount specified therein.

Section 3.04 Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurocurrency Rate Loans.

(a) If any Lender determines that as a result of the introduction of or any change in or in the interpretation of any Law, in each case after the date hereof, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining any Eurocurrency Rate Loans or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.04(a) any such increased costs or reduction in amount resulting from (i) taxes indemnified under Section 3.01, (ii) reserve requirements contemplated by Section 3.04(c), (iii) the requirements of the European Central Bank reflected in the Mandatory Cost (other than as set forth below) or the Mandatory Cost, as calculated hereunder, does not represent the cost to such Lender of complying with the requirements of the Financial Services Authority or the European Central Bank in relation to its making, funding or maintaining of Eurocurrency Rate Loans and (iv) the implementation or application of or compliance with the “International Convergence of Capital Measurement and Capital Standards, a Revised Framework” published by the Basel Committee on Banking Supervision in June 2004 in the form existing on the date of this Agreement (“Basel II”) or any other law or regulation which implements Basel II (whether such implementation, application or compliance is by a government, regulator, the Lenders or any of its Affiliates or the Agents or any of its Affiliates)), then from time to time within fifteen (15) days after demand by such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the applicable Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction or, if applicable, the portion of such cost that is not represented by the Mandatory Cost.

(b) If any Lender determines that the introduction of any Law regarding capital adequacy or any change therein or in the interpretation thereof, in each case after the date hereof, or compliance by such Lender (or its Lending Office) therewith, has the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender’s obligations hereunder (taking into consideration its policies with respect to capital adequacy and such Lender’s desired return on capital), then from time to time upon demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the applicable Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction within fifteen (15) days after receipt of such demand.

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(c) Each Borrower shall pay to each Lender, (i) as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits, additional interest on the unpaid principal amount of each applicable Eurocurrency Rate Loan of such Borrower equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive in the absence of manifest error), and (ii) as long as such Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any other central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of any Eurocurrency Rate Loans of such Borrower, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive absent manifest error) which in each case shall be due and payable on each date on which interest is payable on such Loan, provided such Borrower shall have received at least fifteen (15) days’ prior notice (with a copy to the Administrative Agent) of such additional interest or cost from such Lender. If a Lender fails to give notice fifteen (15) days prior to the relevant Interest Payment Date, such additional interest or cost shall be due and payable fifteen (15) days from receipt of such notice.

(d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.04 shall not constitute a waiver of such Lender’s right to demand such compensation.

(e) If any Lender requests compensation under this Section 3.04, then such Lender will, if requested by the applicable Borrower, use commercially reasonable efforts to designate another Lending Office for any Loan or Letter of Credit affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Lending Office(s) to suffer no material economic, legal or regulatory disadvantage, and provided further that nothing in this Section 3.04(e) shall affect or postpone any of the Obligations of such Borrower or the rights of such Lender pursuant to Section 3.04(a), (b), (c) or (d).

Section 3.05 Funding Losses.

Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, each Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense actually incurred by it as a result of:

(a) any continuation, conversion, payment or prepayment of any Eurocurrency Rate Loan of such Borrower on a day other than the last day of the Interest Period for such Loan; or

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(b) any failure by the applicable Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Eurocurrency Rate Loan of such Borrower on the date or in the amount notified by such Borrower;

including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained.

Section 3.06 Matters Applicable to All Requests for Compensation.

(a) Any Agent or any Lender claiming compensation under this Article III shall deliver a certificate to the applicable Borrower setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Agent or such Lender may use any reasonable averaging and attribution methods.

(b) With respect to any Lender’s claim for compensation under Section 3.01, 3.02, 3.03 or 3.04, the Borrowers shall not be required to compensate such Lender for any amount incurred more than one hundred and eighty (180) days prior to the date that such Lender notifies the applicable Borrower of the event that gives rise to such claim; provided that, if the circumstance giving rise to such claim is retroactive, then such 180-day period referred to above shall be extended to include the period of retroactive effect thereof. If any Lender requests compensation by the Borrowers under Section 3.04, the applicable Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or continue from one Interest Period to another applicable Eurocurrency Rate Loans, or, if applicable, to convert Base Rate Loans into Eurocurrency Rate Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.06(c) shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested.

(c) If the obligation of any Lender to make or continue any Eurocurrency Rate Loan, or to convert Base Rate Loans into Eurocurrency Rate Loans shall be suspended pursuant to Section 3.06(b) hereof, such Lender’s applicable Eurocurrency Rate Loans shall be automatically converted into Base Rate Loans (or, if such conversion is not possible, repaid) on the last day(s) of the then current Interest Period(s) for such Eurocurrency Rate Loans (or, in the case of an immediate conversion required by Section 3.02, on such earlier date as required by Law) and, unless and until such Lender gives notice as provided below that the circumstances specified in Section 3.01, 3.02, 3.03 or 3.04 hereof that gave rise to such conversion no longer exist:

(i) to the extent that such Lender’s Eurocurrency Rate Loans have been so converted, all payments and prepayments of principal that would otherwise be applied to such Lender’s applicable Eurocurrency Rate Loans shall be applied instead to its Base Rate Loans; and

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(ii) all Loans that would otherwise be made or continued from one Interest Period to another by such Lender as Eurocurrency Rate Loans shall be made or continued instead as Base Rate Loans (if possible), and all Base Rate Loans of such Lender that would otherwise be converted into Eurocurrency Rate Loans shall remain as Base Rate Loans.

(d) If any Lender gives notice to the Borrowers (with a copy to the Administrative Agent) that the circumstances specified in Section 3.01, 3.02, 3.03 or 3.04 hereof that gave rise to the conversion of any of such Lender’s Eurocurrency Rate Loans pursuant to this Section 3.06 no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when Eurocurrency Rate Loans made by other Lenders under the applicable Facility are outstanding, if applicable, such Lender’s Base Rate Loans shall be automatically converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding Eurocurrency Rate Loans, to the extent necessary so that, after giving effect thereto, all Loans held by the Lenders holding Eurocurrency Rate Loans (in Dollars) under such Facility and by such Lender are held pro rata (as to principal amounts, interest rate basis, and Interest Periods) in accordance with their respective Commitments for the applicable Facility.

Section 3.07 Replacement of Lenders under Certain Circumstances.

(a) If at any time (i) the Borrowers become obligated to pay additional amounts or indemnity payments described in Section 3.01 or 3.04 as a result of any condition described in such Sections or any Lender ceases to make any Eurocurrency Rate Loans as a result of any condition described in Section 3.02 or Section 3.04, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a Non-Consenting Lender, then Nielsen may, on ten (10) Business Days’ prior written notice to the Administrative Agent and such Lender, replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by Nielsen in such instance) all of its rights and obligations under this Agreement (in respect of any applicable Facility only in the case of clause (i) or, with respect to a Class vote, clause (iii)) to one or more Eligible Assignees; provided that neither the Administrative Agent nor any Lender shall have any obligation to the Borrowers to find a replacement Lender or other such Person; and provided further that (A) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments and (B) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable Eligible Assignees shall have agreed to, and shall be sufficient (together with all other consenting Lenders) to cause the adoption of, the applicable departure, waiver or amendment of the Loan Documents.

(b) Any Lender being replaced pursuant to Section 3.07(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s applicable Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans

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in respect thereof, and (ii) deliver any Notes evidencing such Loans to the applicable Borrowers or Administrative Agent. Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, (B) all obligations of the Borrowers owing to the assigning Lender relating to the Loans, Commitments and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such Assignment and Assumption and (C) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by the applicable Borrowers, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender. In connection with any such replacement, if any such Non-Consenting Lender or Defaulting Lender does not execute and deliver to the Administrative Agent a duly executed Assignment and Assumption reflecting such replacement within five (5) Business Days of the date on which the assignee Lender executes and delivers such Assignment and Assumption to such Non-Consenting Lender or Defaulting Lender, then such Non-Consenting Lender or Defaulting Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Non-Consenting Lender or Defaulting Lender.

(c) Notwithstanding anything to the contrary contained above, any Lender that acts as an L/C Issuer may not be replaced hereunder at any time that it has any Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a cash collateral account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made with respect to each such outstanding Letter of Credit and the Lender that acts as the Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 9.09.

(d) In the event that (i) the Borrowers or the Administrative Agent has requested that the Lenders consent to a departure or waiver of any provisions of the Loan Documents or agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all affected Lenders in accordance with the terms of Section 10.01 or all the Lenders with respect to a certain Class of the Loans and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender.”

Section 3.08 Survival.

All of the Borrowers’ obligations under this Article III shall survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder.

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ARTICLE IV.

Conditions Precedent to Credit Extensions

Section 4.01 Conditions Precedent to Term Loan Borrowings.

(a) The obligation of each Term Lender to make any Term Loan hereunder is subject to satisfaction of the following conditions precedent:

(i) The representations and warranties of Nielsen (as they relate to Nielsen only) contained in Sections 5.02(a), 5.04, 5.13 and 5.16 shall be true and correct in all material respects on and as of the date of the incurrence of such Term Loan (it being understood that the funding of the Tender Facility is conclusive evidence that such representations and warranties are true and correct).

(ii) The Administrative Agent shall have received a Request for Credit Extension in accordance with the requirements hereof (which shall contain no additional conditions thereto).

Section 4.02 Conditions to Credit Extensions under Revolving Credit Facilities.

(a) The obligation of each Revolving Credit Lender to honor any Request for Credit Extension under a Revolving Credit Facility on or prior to the Pushdown Date is subject to the following conditions precedent:

(i) The representations and warranties of the applicable Borrower (as they relate to such Borrower and Nielsen only) contained in Sections 5.02(a), 5.04, 5.13 and 5.16 shall be true and correct in all material respects on and as of the date of such Credit Extension (it being understood that the funding of the Tender Facility is conclusive evidence that such representations and warranties are true and correct).

(ii) The Administrative Agent and, if applicable, the relevant L/C Issuer or the relevant Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof (which shall contain no additional conditions thereto).

(b) The obligation of each Revolving Credit Lender to honor any Request for Credit Extension under a Revolving Credit Facility (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans) after the Pushdown Date is subject to the following conditions precedent:

(i) The representations and warranties of each Loan Party contained in Article V or any other Loan Document shall be true and correct in all material respects on and as of the date of such Credit Extension; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date.

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(ii) No Default shall exist or would result from such proposed Credit Extension or from the application of the proceeds therefrom.

(iii) The Administrative Agent and, if applicable, the relevant L/C Issuer or the relevant Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof.

Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans) submitted by the applicable Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.02(b)(i) and (ii) have been satisfied on and as of the date of the applicable Credit Extension.

ARTICLE V.

Representations and Warranties

Each Loan Party, subject to any general principles of law limiting the obligations of the Loan Parties or their Subsidiaries which are specifically referred to in any legal opinion delivered in connection with this Agreement, represents and warrants to the Agents and the Lenders that:

Section 5.01 Existence, Qualification and Power; Compliance with Laws.

Each Loan Party and each Subsidiary (a) is a Person duly organized or formed, validly existing and in good standing (where relevant) under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority to (i) own or lease its assets and carry on its business as currently conducted and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and in good standing (where relevant) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, (d) is in compliance with all Laws, orders, writs and injunctions and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clause (c), (d) or (e), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Section 5.02 Authorization; No Contravention.

The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and the consummation of the Transaction, are within such Loan Party’s corporate or other powers, (a) have been duly authorized by all necessary corporate or other organizational action, and do not and (b) will not (i) contravene the terms of any of such Person’s Organization Documents, (ii) other than with respect to any Outstanding Indebtedness,

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conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment to be made under (x) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (iii) violate any material Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause (ii)(x), to the extent that such conflict, breach, contravention or payment could not reasonably be expected to have a Material Adverse Effect.

Section 5.03 Governmental Authorization; Other Consents.

No material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, or for the consummation of the Transaction, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for (i) filings and registrations necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect (or, with respect to consummation of the Transaction, will be duly obtained, taken, given or made and will be in full force and effect, in each case within the time period required to be so obtained, taken, given or made) and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect.

Section 5.04 Binding Effect.

This Agreement and each other Loan Document has been duly executed and delivered by each Loan Party that is a party thereto. This Agreement and each other Loan Document constitutes, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is a party thereto in accordance with its terms, except as such enforceability may be limited by (i) Debtor Relief Laws and by general principles of equity and (ii) the need for filings and registrations necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties and (iii) the effect of foreign Laws, rules and regulations as they relate to pledges of Equity Interests in Foreign Subsidiaries (other than those pledges made under the Laws of the jurisdiction of formation of the applicable Foreign Subsidiary).

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Section 5.05 Financial Statements; No Material Adverse Effect.

(a) (i) The unaudited pro forma consolidated balance sheet of the Company and its Subsidiaries as at March 31, 2006 (including the notes thereto) (the “Pro Forma Balance Sheet”) and a pro forma consolidated statement of operations of the Company and its Subsidiaries for the twelve months ended March 31, 2006 (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to each Lender, have been prepared giving effect (as if such events had occurred on such date or at the beginning of such periods, as the case may be) to the Transaction. The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Company to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the Company and its Subsidiaries as at March 31, 2006 and their estimated results of operations for the periods covered thereby, assuming that the events specified in the preceding sentence had actually occurred at such date or at the beginning of the periods covered thereby.

(ii) The Audited Financial Statements fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein. During the period from December 31, 2005 to and including the Closing Date, there has been (i) no sale, transfer or other disposition by the Company or any of its Subsidiaries of any material part of the business or property of the Company or any of its Subsidiaries, taken as a whole, and (ii) no purchase or other acquisition by the Company or any of its Subsidiaries of any business or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Company and its Subsidiaries, in each case, which is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Lenders prior to the Closing Date.

(b) The forecasts of consolidated balance sheets, income statements and cash flow statements of the Company and its Subsidiaries which have been furnished to the Administrative Agent prior to the Closing Date have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time of preparation of such forecasts, it being understood that actual results may vary from such forecasts and that such variations may be material.

(c) Since the Pushdown Date, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

(d) As of the Closing Date, none of the Covenant Parties or any of their Subsidiaries has any Indebtedness or other obligations or liabilities, direct or contingent (other

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than (i) the liabilities reflected on Schedule 5.05, (ii) obligations arising under this Agreement, (iii) liabilities incurred in the ordinary course of business and (iv) liabilities disclosed in the Pro Forma Financial Statements) that, either individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect.

Section 5.06 Litigation.

There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrowers, threatened in writing or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against any Loan Party or any of its Subsidiaries or against any of their properties or revenues (other than actions, suits, proceedings and claims in connection with the Transaction) that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Section 5.07 No Default.

None of the Loan Parties or any of their Subsidiaries is in default under or with respect to, or a party to, any Contractual Obligation (other than the Outstanding Indebtedness solely in connection with the Transaction) that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 5.08 Ownership of Property; Liens.

(a) Each Loan Party and each of its Subsidiaries has good record title to, or valid leasehold interests in, or easements or other limited property interests in, all Real Property necessary in the ordinary conduct of its business, free and clear of all Liens except as set forth on Schedule 5.08 hereto and except for minor defects in title that do not materially interfere with its ability to conduct its business or to utilize such assets for their intended purposes and Liens permitted by Section 7.01 and except where the failure to have such title could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(b) As of the Closing Date, Schedules 8(a) and 8(b) to the Perfection Certificate dated the Closing Date contain a true and complete list of each interest in material Real Property (i) owned by the Covenant Parties and their Subsidiaries as of the date hereof and describe the type of interest therein held by each such entity and (ii) leased, subleased or otherwise occupied or utilized by the Covenant Parties and their Subsidiaries, as lessee, sublessee, franchisee or licensee, as of the date hereof and describe the type of interest therein held by each such entity.

Section 5.09 Environmental Compliance.

(a) There are no claims, actions, suits, or proceedings alleging potential liability or responsibility for violation of, or otherwise relating to, any Environmental Law that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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(b) Except as specifically disclosed in Schedule 5.09(b) or except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) none of the properties currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (ii) there are no and never have been any underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned, leased or operated by any Loan Party or any of its Subsidiaries or, to its knowledge, on any property formerly owned or operated by any Loan Party or any of its Subsidiaries; (iii) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Party or any of its Subsidiaries; and (iv) Hazardous Materials have not been released, discharged or disposed of by any Person on any property currently or formerly owned, leased or operated by any Loan Party or any of its Subsidiaries and Hazardous Materials have not otherwise been released, discharged or disposed of by any Loan Party or any of its Subsidiaries at any other location.

(c) The properties owned, leased or operated by the Loan Parties and their Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require remedial action under, or (iii) could give rise to liability under, Environmental Laws, which violations, remedial actions and liabilities, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.

(d) Except as specifically disclosed in Schedule 5.09(d), none of the Loan Parties or their Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(e) All Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or any of its Subsidiaries have been disposed of in a manner not reasonably expected to result, individually or in the aggregate, in a Material Adverse Effect.

(f) Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, none of the Loan Parties or any of their Subsidiaries has contractually assumed any liability or obligation under or relating to any Environmental Law.

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Section 5.10 Taxes.

Except as set forth in Schedule 5.10 and except as could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each of the Loan Parties and their Subsidiaries have filed all tax returns required to be filed, and have paid all taxes levied or imposed upon them or their properties, that are due and payable, except those (a) which are not overdue by more than thirty (30) days or (b) which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP.

Section 5.11 ERISA Compliance.

(a) Except as set forth in Schedule 5.11(a) or as could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each Plan is in compliance with the applicable provisions of ERISA, the Code and other Federal or state Laws.

(b) (i) No ERISA Event has occurred during the five year period prior to the date on which this representation is made or deemed made with respect to any Pension Plan; (ii) no Pension Plan has an “accumulated funding deficiency” (as defined in Section 412 of the Code), whether or not waived; (iii) neither any Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither any Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA, except, with respect to each of the foregoing clauses of this Section 5.11(b), as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

(c) The pension schemes of the Loan Parties and the Subsidiaries are funded to the extent required by Law or otherwise to comply with the requirements of any material Law applicable in the jurisdiction in which the relevant pension scheme is maintained, in each case, except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Section 5.12 Subsidiaries; Equity Interests.

As of the Closing Date (after giving effect to any part of the Transaction that is consummated on or prior to the Closing Date), no Loan Party has any material Subsidiaries other than those specifically disclosed in Schedule 5.12, and all of the outstanding Equity Interests

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owned by the Loan Parties (or a Subsidiary of any Loan Party) in such material Subsidiaries have been validly issued and are fully paid and all Equity Interests owned by a Loan Party (or a Subsidiary of any Loan Party) in such material Subsidiaries are owned free and clear of all Liens except (i) those created under the Collateral Documents and (ii) any Lien that is permitted under Section 7.01. As of the Closing Date, Schedules 1(a) and 10(a) and (b) to the Perfection Certificate (a) set forth the name and jurisdiction of each Domestic Subsidiary that is a Loan Party and (b) set forth the ownership interest of the Company and any other Subsidiary thereof in each Subsidiary, including the percentage of such ownership.

Section 5.13 Margin Regulations; Investment Company Act.

(a) No Borrower is engaged nor will it engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock, and no proceeds of any Borrowings or drawings under any Letter of Credit will be used for any purpose that violates Regulation U.

(b) None of the Borrowers, any Person Controlling any Borrowers, or any of the Subsidiaries of a Borrower is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

Section 5.14 Disclosure.

To the best of the Borrowers’ knowledge, no report, financial statement, certificate or other written information furnished by or on behalf of any Loan Party to any Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or any other Loan Document (as modified or supplemented by other information so furnished) when taken as a whole contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to projected financial information and pro forma financial information, the Borrowers represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time of preparation; it being understood that such projections may vary from actual results and that such variances may be material.

Section 5.15 Labor Matters.

Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) there are no strikes or other labor disputes against any Loan Party or any of its Subsidiaries pending or, to the knowledge of the Borrowers, threatened; (b) hours worked by and payment made to employees of any Loan Party or any of its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Laws dealing with such matters; and (c) all payments due from any Loan Party or any of its Subsidiaries on account of employee health and welfare insurance have been paid or accrued as a liability on the books of the relevant party.

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Section 5.16 Patriot Act.

(a) No Loan Party and, to the knowledge of each Loan Party, none of its Affiliates is in violation of any requirement of applicable Law relating to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”), and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (the “USA Patriot Act”).

(b) No Loan Party and, to the knowledge of each Loan Party, no Affiliate or broker or other agent of such Loan Party acting or benefiting in any capacity in connection with the Loans is any of the following:

(i) a person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;

(ii) a person owned or controlled by, or acting for or on behalf of, any person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;

(iii) a person with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;

(iv) a person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or

(v) a person that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control (“OFAC”) at its official website or any replacement website or other replacement official publication of such list.

(c) No Loan Party and, to the knowledge of each Loan Party, no broker or other agent of such Loan Party acting in any capacity in connection with the Loans (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person described in paragraph (b) above, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law.

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Section 5.17 Intellectual Property; Licenses, Etc.

Each of the Loan Parties and their Subsidiaries own, license or possess the right to use, all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, without conflict with the rights of any Person, except to the extent such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No IP Rights, advertising, product, process, method, substance, part or other material used by any Loan Party or any of its Subsidiaries in the operation of their respective businesses as currently conducted infringes upon any rights held by any Person except for such infringements, individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights, is pending or, to the knowledge of the Borrowers, threatened against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Except pursuant to licenses and other user agreements entered into by each Loan Party in the ordinary course of business, on and as of the date hereof (i) each Loan Party owns and possesses the right to use, and has done nothing to authorize or enable any other Person to use, any copyright, patent or trademark listed in Schedule 12(a) or 12(b) to the Perfection Certificate and (ii) all registrations listed in Schedule 12(a) or 12(b) to the Perfection Certificate are valid and in full force and effect, except, in each case, to the extent failure to own or possess such right to use or of such registrations to be valid and in full force and effect could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Section 5.18 Solvency.

On the Closing Date after giving effect to the Transaction, the Loan Parties, on a consolidated basis, are Solvent.

Section 5.19 Subordination of Junior Financing.

The Obligations are “Senior Debt,” “Senior Indebtedness,” “Guarantor Senior Debt” or “Senior Secured Financing” (or any comparable term) under, and as defined in, any Junior Financing Documentation.

Section 5.20 Dutch Banking Act.

The Dutch Borrower is in compliance with the Dutch Banking Act and any regulations issued pursuant thereto (including, but not limited to, the Policy Guidelines and Exemption Regulation), except as could not reasonably be expected to have a Material Adverse Effect.

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Section 5.21 Security Documents.

(a) Security Agreement. The Collateral Documents are effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, the Collateral described therein to the extent intended to be created thereby and (i) when financing statements and other filings in appropriate form are filed in the offices specified on Schedule 7 to the Perfection Certificate and (ii) upon the taking of possession or control by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by the Security Agreement), the Liens created by the Collateral Documents shall constitute fully perfected Liens on, and security interests in (to the extent intended to be created thereby), all right, title and interest of the grantors in such Collateral to the extent perfection can be obtained by filing financing statements, in each case subject to no Liens other than Liens permitted hereunder.

(b) PTO Filing; Copyright Office Filing. When the Security Agreement or a short form thereof is properly filed in the United States Patent and Trademark Office and the United States Copyright Office, the Liens created by such Security Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors thereunder (to the extent intended to be created thereby) in Patents (as defined in the Security Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in such Security Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case subject to no Liens other than Liens permitted hereunder (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered Patents and Copyrights acquired by the grantors thereof after the Closing Date).

(c) Valid Liens. Each Collateral Document delivered pursuant to Sections 6.11 and 6.13 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in (to the extent intended to be created thereby), all of the Loan Parties’ right, title and interest in and to the Collateral thereunder and (i) when all appropriate filings, recordings, registrations or notifications are made as may be required under applicable Law and (ii) upon the taking of possession or control by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by any such Collateral Document), such Collateral Document will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in such Collateral (to the extent required thereby), in each case subject to no Liens other than Liens permitted hereunder.

(d) Notwithstanding anything herein (including this Section 5.21) or in any other Loan Document to the contrary, no Borrower or any other Loan Party makes any

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representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest (other than with respect to those pledges and security interests made under the Laws of the jurisdiction of formation of the applicable Foreign Subsidiary) in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign Law.

ARTICLE VI.

Affirmative Covenants

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, each of the Loan Parties shall, and shall cause each of their Restricted Subsidiaries to:

Section 6.01 Financial Statements.

(a) Deliver to the Administrative Agent for prompt further distribution to each Lender, as soon as available, but in any event within one hundred and five (105) days (or such earlier date on which the Company is required to make any public filing of such information) after the end of each fiscal year of the Company beginning with the 2006 fiscal year, a consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, stockholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of Ernst & Young Accountants or any other independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit;

(b) Deliver to the Administrative Agent for prompt further distribution to each Lender, as soon as available, but in any event within sixty (60) days (or such earlier date on which the Company is required to make any public filing of such information), after the end of each of the first three (3) fiscal quarters of each fiscal year of the Company, a consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal quarter (or, ninety (90) days, for the fiscal quarter ending on June 30, 2006 or if Nielsen notifies the Administrative Agent in writing that the Company intends to switch the currency in which the financial statements are reported) and the related (i) consolidated statements of income or operations for such fiscal quarter and for the portion of the fiscal year then ended and (ii) consolidated statements of cash flows for such fiscal quarter and the portion of the fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of the Company as fairly presenting in

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all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes;

(c) Deliver to the Administrative Agent for prompt further distribution to each Lender, as soon as available, and in any event no later than one hundred and five (105) days after the end of each fiscal year of the Company, a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Company and its Subsidiaries as of the end of the following fiscal year, the related consolidated statements of projected cash flow and projected income and a summary of the material underlying assumptions applicable thereto)(collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based on reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe that such Projections are incorrect or misleading in any material respect; and

(d) Deliver to the Administrative Agent for prompt further distribution to each Lender, simultaneously with the delivery of each set of consolidated financial statements referred to in Sections 6.01(a) and (b) above, related consolidating footnotes satisfying the requirements of Rule 3-10 of Regulation S-X under the Securities Act and reasonable calculations that bridge between such financial statements and any amounts reported on a Compliance Certificate related thereto that are calculated with respect to the Covenant Parties and their Restricted Subsidiaries.

Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 6.01 may be satisfied with respect to financial information of the Company and the Restricted Subsidiaries by furnishing (A) the applicable financial statements of the Company (or any direct or indirect parent of the Company) or (B) the Company’s (or any direct or indirect parent thereof), as applicable, Form l 0-K or 10-Q, as applicable, filed with the SEC; provided that, with respect to each of clauses (A) and (B), to the extent such information is in lieu of information required to be provided under Section 6.01(a), such materials are accompanied by a report and opinion of Ernst & Young Accountants or any other independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit.

Documents required to be delivered pursuant to Section 6.01 and Section 6.02(c) and (d) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Nielsen (or any direct or indirect parent of Nielsen) posts such documents, or provides a link thereto on the website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on Nielsen’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon written request by the Administrative Agent, Nielsen shall deliver paper copies of such documents to the Administrative Agent for further distribution to

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each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) Nielsen shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrowers shall be required to provide paper copies of the Compliance Certificates required by Section 6.02(a) to the Administrative Agent; provided, however, that if such Compliance Certificate is first delivered by electronic means, the date of such delivery by electronic means shall constitute the date of delivery for purposes of compliance with Section 6.02(a). Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents.

Section 6.02 Certificates; Other Information.

Deliver to the Administrative Agent for prompt further distribution to each Lender:

(a) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of Nielsen;

(b) no later than five (5) days after the delivery of the financial statements referred to in Section 6.01(a), but only if available after the use of commercially reasonable efforts, a certificate of its independent registered public accounting firm stating that in making the examination necessary therefor no knowledge was obtained of any Event of Default under Section 7.11 or, if any such Event of Default shall exist, stating the nature and status of such event;

(c) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which the Company or any Subsidiary files with the SEC or with any Governmental Authority that may be substituted therefor (other than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered), exhibits to any registration statement and, if applicable, any registration statement on Form S-8) and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto;

(d) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party (other than in the ordinary course of business) or material statements or material reports furnished to any holder of debt securities of any Loan Party or of any of its Subsidiaries pursuant to the terms of any Senior Subordinated Debt Documentation, Senior Unsecured Debt Documentation or Junior Financing Documentation in each case in a principal amount in excess of the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any clause of this Section 6.02;

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(e) together with the delivery of each Compliance Certificate pursuant to Section 6.02(a), (i) a report setting forth the information required by a Perfection Certificate Supplement or confirming that there has been no change in such information since the Closing Date or the date of the last such report, (ii) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (iii) a list of each Subsidiary of a Covenant Party that identifies each Subsidiary as a Restricted or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate;

(f) promptly, such additional information regarding the business, legal, financial or corporate affairs of the Loan Parties or any of their respective Subsidiaries, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request; and

(g) any change to Schedule 1.01B.

Section 6.03 Notices.

Promptly after a Responsible Officer of a Loan Party has obtained knowledge thereof, notify the Administrative Agent:

(a) of the occurrence of any Default; and

(b) of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect.

Each notice pursuant to this Section shall be accompanied by a written statement of a Responsible Officer of Nielsen (x) that such notice is being delivered pursuant to Section 6.03(a) or (b) (as applicable) and (y) setting forth details of the occurrence referred to therein and stating what action Nielsen has taken and proposes to take with respect thereto.

Section 6.04 Payment of Obligations.

Pay, discharge or otherwise satisfy as the same shall become due and payable in the normal conduct of its business, all its obligations and liabilities in respect of taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its property, except, in each case, to the extent the failure to pay or discharge the same could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

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Section 6.05 Preservation of Existence, Etc.

(a) Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization except (x) in a transaction permitted by Section 7.04 or 7.05 and (y) any Restricted Subsidiary may merge or consolidate with any other Restricted Subsidiary and (b) take all reasonable action to maintain all rights, privileges (including its good standing where applicable in the relevant jurisdiction), permits, licenses and franchises necessary or desirable in the normal conduct of its business, except (i) to the extent that failure to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (ii) pursuant to a transaction permitted by Section 7.04 or 7.05 or clause (y) of this Section 6.05.

Section 6.06 Maintenance of Properties.

Except if the failure to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order, repair and condition, ordinary wear and tear excepted and casualty or condemnation excepted, and (b) make all necessary renewals, replacements, modifications, improvements, upgrades, extensions and additions thereof or thereto in accordance with prudent industry practice and in the normal conduct of its business.

Section 6.07 Maintenance of Insurance.

Maintain with financially sound and reputable insurance companies, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts (after giving effect to any self-insurance reasonable and customary for similarly situated Persons engaged in the same or similar businesses as the Company and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons. With respect to each mortgaged property, obtain flood insurance in such total amount as the Administrative Agent or the Required Lenders may from time to time reasonably require, if at any time the area in which any improvements located on any mortgaged property is designated a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), and otherwise comply with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, as amended from time to time.

Section 6.08 Compliance with Laws.

Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except if the failure to comply therewith could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

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Section 6.09 Books and Records.

Maintain proper books of record and account, in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied and which reflect all material financial transactions and matters involving the assets and business of the Loan Parties or a Restricted Subsidiary, as the case may be (it being understood and agreed that certain Foreign Subsidiaries maintain individual books and records in conformity with generally accepted accounting principles in their respective countries of organization and that such maintenance shall not constitute a breach of the representations, warranties or covenants hereunder).

Section 6.10 Inspection Rights.

Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the reasonable expense of the Borrowers and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrowers; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.10 and the Administrative Agent shall not exercise such rights more often than two (2) times during any calendar year and only one (1) such time shall be at the Borrowers’ expense; provided further that when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrowers at any time during normal business hours and upon reasonable advance notice. The Administrative Agent and the Lenders shall give the Borrowers the opportunity to participate in any discussions with the Borrowers’ independent public accountants.

Section 6.11 Additional Collateral; Additional Guarantors.

(a) Subject to this Section 6.11 and Section 6.13(b), with respect to any property acquired after the Closing Date by any Loan Party that is intended to be subject to the Lien created by any of the Collateral Documents but is not so subject, promptly (and in any event within 60 days after the acquisition thereof) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Collateral Documents or such other documents as the Administrative Agent or the Collateral Agent shall reasonably deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien on such property subject to no Liens other than Liens permitted hereunder, and (ii) take all commercially reasonable actions necessary to cause such Lien to be duly perfected to the extent required by such Collateral Document in accordance with all applicable Law, including the filing of financing statements in such jurisdictions as may be

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reasonably requested by the Administrative Agent. The Borrowers shall otherwise take such commercially reasonable actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Collateral Documents on such after-acquired properties.

(b) With respect to any Person that is or becomes a direct Subsidiary of a Loan Party after the Closing Date, promptly (and in any event within 60 days after such Person becomes a Subsidiary) (i) deliver to the Collateral Agent the certificates, if any, representing all of the Equity Interests of such Subsidiary owned by such Loan Party, together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests, and all intercompany notes owing from such Subsidiary to any Loan Party together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Loan Party (in each case, with respect to Foreign Subsidiaries, to the extent applicable and permitted under foreign laws, rules or regulations) or, if necessary to perfect a Lien under applicable Law, by means of an applicable Collateral Document, create a Lien on such Equity Interests and intercompany notes in favor of the Collateral Agent on behalf of the Secured Parties and (ii) cause any such new Subsidiary (A) to execute a joinder agreement reasonably acceptable to the Administrative Agent or such comparable documentation to become a Subsidiary Guarantor and a joinder agreement to the applicable Collateral Documents (including the Security Agreement), substantially in the form annexed thereto, or, in the case of a Foreign Subsidiary, execute a security agreement compatible with the Laws of such Foreign Subsidiary’s jurisdiction in form and substance reasonably satisfactory to the Administrative Agent, and (B) to take all actions necessary or advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the applicable Collateral Documents (including the Security Agreement) to be duly perfected to the extent required by such agreement in accordance with all applicable Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent. Notwithstanding the foregoing, (1) the Equity Interests required to be delivered to the Collateral Agent, or on which a Lien is required to be created, pursuant to clause (i) of this Section 6.11(b) shall not include any Equity Interests of a Foreign Subsidiary that is an Excluded Subsidiary by reason of clauses (b), (d), (f) or (g) of the definition of Excluded Subsidiary and (2) no Excluded Subsidiary or Unrestricted Subsidiary shall be required to take the actions specified in clause (ii) of this Section 6.11(b); provided that the exception set forth in clause (1) with respect to Equity Interests of a Foreign Subsidiary that is an Excluded Subsidiary by reason of clause (g) of the definition of Excluded Subsidiary of this sentence shall not apply to (A) voting stock of any Subsidiary that is a first-tier controlled foreign corporation (as defined in Section 957(a) of the Code) representing 65% of the total voting power of all outstanding voting stock of such Subsidiary and (B) 100% of the Equity Interests not constituting voting stock of any such Subsidiary, except that any such Equity Interests constituting “stock entitled to vote” within the meaning of Treasury Regulation Section 1.956-2(c)(2) shall be treated as voting stock for purposes of this Section 6.11(b).

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(c) Promptly grant to the Collateral Agent, within 60 days of the acquisition thereof, a security interest in and mortgage in a form reasonably satisfactory to the Administrative Agent and Collateral Agent (a “Mortgage”) on each parcel of Real Property owned in fee by such Loan Party as is acquired by such Loan Party after the Closing Date and that, together with any improvements thereon, individually has a fair market value of at least $15 million as additional security for the Obligations (unless the subject property is already mortgaged to a third party to the extent permitted hereunder). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Collateral Agent and shall constitute valid and enforceable perfected Liens subject only to Liens permitted hereunder. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by Law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such commercially reasonable actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including a Title Policy, a Survey and local counsel opinion (in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent) in respect of such Mortgage).

(d) The foregoing shall not require the creation or perfection of pledges of or security interests in, or the obtaining of title insurance or surveys with respect to, particular assets if and for so long as (i) in the reasonable judgment of the Administrative Agent, the cost of creating or perfecting such pledges or security interests in such assets or obtaining title insurance or surveys in respect of such assets shall be excessive in view of the benefits to be obtained by the Lenders therefrom or (ii) the creation or perfection of such pledges or security interests would violate third party contracts or applicable Law (including any Law requiring the approval or consultation of any “works council” or similar entity before a security interest can be granted, in which case the Borrowers shall use their commercially reasonable efforts to obtain such approval, unless the Administrative Agent shall determine in its reasonable judgment that such pledge or security interest shall not be required with respect to such assets). In addition, the foregoing will not require actions under this Section 6.11 by a Person if and to the extent that such action would (a) go beyond the corporate or other powers of the Person concerned (and then only as such corporate or other power cannot be modified or excluded to allow such action) or (b) unavoidably result in material issues of director’s personal liability, breach of fiduciary duty or criminal liability. The Administrative Agent may grant extensions of time for the perfection of security interests in or the obtaining of title insurance with respect to particular assets (including extensions beyond the Closing Date for the perfection of security interests in the assets of the Loan Parties on such date) where it reasonably determines, in consultation with the Borrowers, that perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or the Collateral Documents.

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(e) Notwithstanding the foregoing provisions of this Section 6.11 or anything in this Agreement or any other Loan Document to the contrary, Liens required to be granted from time to time pursuant to Section 6.11 shall be subject to exceptions and limitations set forth in the Collateral Documents as in effect on the Closing Date and, to the extent appropriate in the applicable jurisdiction, as agreed between the Collateral Agent and Nielsen. Notwithstanding the foregoing provisions of this Section 6.11 or anything in this Agreement or any other Loan Document to the contrary, any Subsidiary of the Company that Guarantees the Senior Subordinated Debt or the Senior Unsecured Debt shall be a Guarantor hereunder for so long as it Guarantees such Indebtedness.

Section 6.12 Compliance with Environmental Laws.

(a) Except, in each case, to the extent that the failure to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, comply, and take all reasonable actions to cause all lessees and other Persons operating or occupying its properties to comply with all applicable Environmental Laws and Environmental Permits; obtain and renew all Environmental Permits necessary for its operations and properties; and, in each case to the extent the Loan Parties are required by Environmental Laws, conduct any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or other action necessary to remove and clean up all Hazardous Materials from any affected property, in accordance with the requirements of all Environmental Laws.

Section 6.13 Further Assurances and Post-Closing Conditions.

(a) Within ninety (90) days after the Pushdown Date (subject to extension by the Administrative Agent in its discretion), deliver each Collateral Document set forth on Schedule 6.13(a), duly executed by each Loan Party party thereto, together with all documents and instruments required to perfect the security interest of the Administrative Agent in the Collateral (if any) free of any other pledges, security interests or mortgages, except Liens permitted hereunder.

(b) Promptly upon reasonable request by the Administrative Agent (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent may reasonably request from time to time in order to carry out more effectively the purposes of the Collateral Documents. If the Administrative Agent, the Collateral Agent or the Required Lenders determine that they are required by applicable Law to have appraisals prepared in respect of the Real Property of any Loan Party constituting Collateral, the Borrowers shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent.

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Section 6.14 Designation of Subsidiaries.

Nielsen (with the consent of the Company) may at any time after the Pushdown Date designate any Restricted Subsidiary of any Covenant Party (other than a Borrower) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Covenant Parties shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.11 (it being understood that if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended and, as a condition precedent to the effectiveness of any such designation, Nielsen shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance), (iii) none of the Covenant Parties may be designated as an Unrestricted Subsidiary, (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing, as applicable, (v) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it was previously designated an Unrestricted Subsidiary and (vi) if a Restricted Subsidiary is being designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 6.14 prior to the Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s designation as an Unrestricted Subsidiary) shall not exceed 5% of the Total Assets as of such Designation Date pro forma for such designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by the Covenant Parties therein at the date of designation in an amount equal to the net book value of the Covenant Parties’ (as applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment by the Covenant Parties in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value at the date of such designation of the Covenant Parties’ (as applicable) Investment in such Subsidiary.

ARTICLE VII.

Negative Covenants

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding:

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Section 7.01 Liens.

None of the Covenant Parties or their Restricted Subsidiaries shall, directly or indirectly, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:

(a) Liens (i) pursuant to any Loan Document or (ii) required by Law as a consequence of the consummation of the Transaction;

(b) Liens existing on the date hereof and listed on Schedule 7.01(b) and any modifications, replacements, renewals or extensions thereof; provided that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03, and (B) proceeds and products thereof, and (ii) the renewal, extension or refinancing of the obligations secured or benefited by such Liens is permitted by Section 7.03;

(c)(i) Liens for taxes, assessments or governmental charges which are not overdue for a period of more than thirty (30) days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP and (ii) Liens pursuant to Clause 2:403 of the Dutch Civil Code;

(d) statutory Liens of landlords, sublandlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens arising in the ordinary course of business which secure amounts not overdue for a period of more than thirty (30) days or if more than thirty (30) days overdue, are unfiled and no other action has been taken to enforce such Lien or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

(e) (i) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to any Covenant Party or any of its Restricted Subsidiaries;

(f) deposits to secure the performance of bids, trade contracts, governmental contracts and leases (other than Indebtedness for borrowed money), statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business;

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(g) easements, rights-of-way, restrictions, encroachments, protrusions and other similar encumbrances and minor title defects affecting Real Property which do not in the aggregate materially interfere with the ordinary conduct of the business of any Covenant Party or any of its Restricted Subsidiaries;

(h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h);

(i) leases, licenses, subleases or sublicenses granted to others in the ordinary course of business which do not (i) interfere in any material respect with the business of any Covenant Party or any Restricted Subsidiary or (ii) secure any Indebtedness;

(j) Liens in favor of customs and revenue authorities arising as a matter of Law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

(k) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business, (iii) in favor of a banking institution arising as a matter of Law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry or arising pursuant to such banking institutions general terms and conditions and (iv) created pursuant to the general conditions of a bank operating in The Netherlands based on the general conditions drawn up by the Netherlands Bankers’ Association (Nederlandse Vereniging van Banken) and the Consumers Union (Consumentenbond);

(l) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Sections 7.02(g), (i) and (n) to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien;

(m) Liens in favor of any Covenant Party or any of its Restricted Subsidiaries securing Indebtedness permitted under Section 7.03(d);

(n) any interest or title of a lessor or sublessor under leases or subleases entered into by any Covenant Party or any of its Restricted Subsidiaries in the ordinary course of business;

(o) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by any Covenant Party or any of its Restricted Subsidiaries in the ordinary course of business permitted by this Agreement;

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(p) Liens deemed to exist in connection with Investments in repurchase agreements under Section 7.02;

(q) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

(r) Liens that are contractual rights of set-off or rights of pledge (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of any Covenant Party or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of any Covenant Party or any of its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of any Covenant Party or any of its Restricted Subsidiaries in the ordinary course of business;

(s) Liens solely on any cash earnest money deposits made by any Covenant Party or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;

(t) ground leases in respect of Real Property on which facilities owned or leased by any Covenant Party or any of its Restricted Subsidiaries are located;

(u) Liens to secure Indebtedness permitted under Section 7.03(e); provided that (i) such Liens are created within 270 days of the acquisition, lease or improvement of the property subject to such Liens, (ii) such Liens do not at any time encumber property (except for accessions to such property) other than the property financed by such Indebtedness and the proceeds thereof and (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets (except for accessions to such assets) other than the assets subject to such Capitalized Leases and the proceeds thereof; provided that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender;

(v) Liens on property (i) of any Subsidiary that is not a Loan Party and (ii) that does not constitute Collateral, which Liens secure Indebtedness of the applicable Subsidiary permitted under Section 7.03;

(w) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary (other than by designation as a Restricted Subsidiary pursuant to Section 6.14), in each case after the date hereof (other than Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Restricted Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds or products

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thereof and other than after-acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), and (iii) the Indebtedness secured thereby is permitted under Section 7.03(e), (g), (k) or (t);

(x) (i) Liens placed upon the Equity Interests of any Restricted Subsidiary acquired pursuant to a Permitted Acquisition to secure Indebtedness incurred pursuant to Section 7.03(t) in connection with such Permitted Acquisition and (ii) Liens placed upon the assets of such Restricted Subsidiary and any of its Subsidiaries to secure Indebtedness incurred pursuant to Section 7.03(t) or a Guarantee by such Restricted Subsidiary or any of its subsidiaries of any such Indebtedness;

(y) Liens in respect of Permitted Receivables Financings;

(z) zoning, building, entitlement and other land use regulations by Governmental Authorities with which the normal operation of the business complies; and

(aa) other Liens with respect to property or assets of a Covenant Party or any of its Restricted Subsidiaries securing obligations in an aggregate principal amount outstanding at any time not to exceed $125,000,000.

Notwithstanding the foregoing, no consensual Liens shall exist on Equity Interests that constitute Collateral other than pursuant to clauses (a)(i) above.

Section 7.02 Investments.

None of the Covenant Parties or any their Restricted Subsidiaries shall directly or indirectly, make or hold any Investments, except:

(a) Investments by any Covenant Party or any of its Restricted Subsidiaries in assets that were Cash Equivalents when such Investment was made;

(b) loans or advances to officers, directors and employees of any Loan Party or any of its Subsidiaries (i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such Person’s purchase of Equity Interests of the Company (or any direct or indirect parent thereof) (provided that the amount of such loans and advances shall be contributed to the Company in cash as common equity) and (iii) for purposes not described in the foregoing clauses (i) and (ii), in an aggregate principal amount outstanding not to exceed $10,000,000;

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(c) Investments (i) by any Covenant Party or any Restricted Subsidiary in any Loan Party other than the Company, (ii) by any Restricted Subsidiary that is not a Loan Party in any other Restricted Subsidiary that is not a Loan Party, (iii) by any Covenant Party or any of its Restricted Subsidiaries (A) in any Subsidiary, constituting an exchange of Equity Interests of such Subsidiary for Indebtedness of such Subsidiary or (B) constituting Guarantees of Indebtedness or other monetary obligations of Subsidiaries owing to any Covenant Party or any of its Restricted Subsidiaries;

(d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business;

(e) Investments consisting of Liens, Indebtedness, fundamental changes, Dispositions and Restricted Payments permitted under Sections 7.01, 7.03, 7.04, 7.05 and 7.06, respectively;

(f) Investments existing or contemplated on the date hereof and set forth on Schedule 7.02(f) and any modification, replacement, renewal, reinvestment or extension thereof;

(g) Investments in Swap Contracts permitted under Section 7.03;

(h) promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.05;

(i) any acquisition of all or substantially all the assets of, or all the Equity Interests (other than directors’ qualifying shares) in, a Person or division or line of business of a Person (or any subsequent investment made in a Person, division or line of business previously acquired in a Permitted Acquisition), if immediately after giving effect thereto: (i) no Default shall have occurred and be continuing or would result therefrom; (ii) all transactions related thereto shall be consummated in accordance with applicable Laws; (iii) with respect to any such acquisition or investment with a fair market value in excess of $25,000,000, the Covenant Parties and their Restricted Subsidiaries shall be in Pro Forma Compliance with the covenants set forth in Section 7.11 after giving effect to such acquisition or investment and any related transactions; (iv) any acquired or newly formed Restricted Subsidiary shall not be liable for any Indebtedness except for Indebtedness permitted by Sections 7.03(g) or (t); (v) to the extent required by Section 6.11(b) and Section 7.04, any Person acquired in such acquisition if such Person is not an Excluded Subsidiary or a Unrestricted Subsidiary, shall be merged into a Covenant Party or a Restricted Subsidiary which is a Guarantor or become upon consummation of such acquisition a Loan Party, and (vi) the aggregate amount of such investments by Loan Parties in assets that are not (or do not become)

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owned by a Loan Party or in Equity Interests in Persons that do not become Loan Parties upon consummation of such acquisition shall not exceed $375,000,000 (and together with, but without duplication of, the aggregate amount of Investments made pursuant to Section 7.02(n)(x) and 7.02(s)(x) shall not exceed $850,000,000) (net of any return representing a return of capital in respect of any such Investment) (any such acquisition, a “Permitted Acquisition”);

(j) Investments made in connection with the Transaction;

(k) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices;

(l) Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment;

(m) loans and advances to the Company and any other direct or indirect parent of a Covenant Party, and not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof), Restricted Payments to the extent permitted to be made to such parent in accordance with Sections 7.06(g), (h) or (i);

(n) other Investments in an aggregate amount outstanding pursuant to this clause (n) (valued at the time of the making thereof, and without giving effect to any write downs or write offs thereof) not to exceed (x) $375,000,000 (and together with, but without duplication of, the aggregate amount of Investments made pursuant to Section 7.02(s)(x) and the aggregate consideration paid in respect of assets that are not (or do not become) owned by a Loan Party or in Equity Interests in Persons that do not become Loan Parties upon consummation of such acquisition pursuant to Section 7.01(i)(vi) not to exceed $850,000,000) plus (y) the portion, if any, of the Cumulative Credit on the date of such election that Nielsen elects to apply to this subsection (y), such election to be specified in a written notice of a Responsible Officer of Nielsen calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied;

(o) advances of payroll payments to employees in the ordinary course of business;

(p) Investments to the extent that payment for such Investments is made solely with Equity Interests of the Company (or any direct or indirect parent of the Company);

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(q) Investments of a Restricted Subsidiary acquired after the Closing Date or of a corporation merged into a Covenant Party or merged or consolidated with a Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation;

(r) Guarantees by a Covenant Party or any of its Restricted Subsidiaries of leases (other than Capitalized Leases) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business;

(s) (i) Investments by a Covenant Party or any Restricted Subsidiary of a Covenant Party in the Equity Interests of any non-Guarantor Affiliate of a Covenant Party; (ii) intercompany loans from a Covenant Party or any Restricted Subsidiary of a Covenant Party to any non-Guarantor Affiliate of a Covenant Party; and (iii) Guarantees by a Covenant Party or any Restricted Subsidiary of a Covenant Party of Indebtedness of any non-Guarantor Affiliate of a Covenant Party; provided, that the sum of (A) Investments (valued at the time of the making thereof and without giving effect to any write downs or write offs thereof) made by the Covenant Parties and their Restricted Subsidiaries pursuant to clause (i), plus (B) net intercompany loans made pursuant to clause (ii), plus (C) Guarantees of Indebtedness pursuant to clause (iii), shall not exceed an aggregate net amount of (x) $375,000,000 (and together with, but without duplication of, the aggregate amount of Investments made pursuant to Section 7.02(n)(x) and the aggregate consideration paid in respect of assets that are not (or do not become) owned by a Loan Party or in Equity Interests in Persons that do not become Loan Parties upon consummation of such acquisition pursuant to Section 7.02(i)(vi) shall not exceed $850,000,000) (plus any return of capital actually received by the respective investors in respect of Investments theretofore made by them pursuant to this paragraph); plus (y) the portion, if any, of the Cumulative Credit on the date of such election that Nielsen elects to apply to this subsection (y), such election to be specified in a written notice of a Responsible Officer of Nielsen calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied; provided, further, that intercompany Investments incurred in the ordinary course of business in connection with the cash management operations of the Covenant Parties and their Restricted Subsidiaries shall not be included in calculating the limitation in this paragraph at any time; and

(t) Investments arising as a result of Permitted Receivables Financings.

Section 7.03 Indebtedness.

None of the Covenant Parties or any of their Restricted Subsidiaries shall directly or indirectly, create, incur, assume or suffer to exist any Indebtedness, except:

(a) Indebtedness of any Loan Party under the Loan Documents or any refinancings thereof;

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(b) Indebtedness (i) outstanding on the date hereof and listed on Schedule 7.03(b) and any refinancing thereof and, until the first Business Day following the Pushdown Date, the Outstanding Indebtedness and (ii) intercompany Indebtedness outstanding on the date hereof evidenced by an Intercompany Note and any refinancing thereof evidenced by an Intercompany Note;

(c) Guarantees by any Covenant Party and any Restricted Subsidiary in respect of Indebtedness of any Covenant Party or any Restricted Subsidiary of a Covenant Party otherwise permitted hereunder; provided that (A) no Guarantee of any Senior Subordinated Debt, Senior Unsecured Debt or Junior Financing shall be permitted unless such guaranteeing party shall have also provided a Guarantee of the Obligations on the terms set forth herein and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness;

(d) Indebtedness of a Covenant Party or any Restricted Subsidiary owing to any Loan Party or any other Restricted Subsidiary (or issued or transferred to any direct or indirect parent of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Restricted Subsidiary of a Loan Party) to the extent constituting an Investment permitted by Section 7.02; provided that all such Indebtedness shall be evidenced by an Intercompany Note;

(e) (i) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing an acquisition, lease or improvement of a fixed or capital asset incurred by a Covenant Party or any Restricted Subsidiary prior to or within 270 days after the acquisition, lease or improvement of the applicable asset, (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section 7.05(f) and (iii) any Permitted Refinancing of any Indebtedness set forth in the immediately preceding clauses (i) and (ii);

(f) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes;

(g) (i) Indebtedness of any Covenant Party or any Restricted Subsidiary (A) assumed in connection with any Permitted Acquisition; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition, or (B) incurred to finance a Permitted Acquisition and (ii) any Permitted Refinancing of the foregoing; provided, in each case that such Indebtedness and all Indebtedness resulting from any Permitted Refinancing thereof (v) is unsecured or is subordinated to the Obligations on terms no

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less favorable to the Lenders than the subordination terms set forth in the Senior Subordinated Debt Documentation as of the Pushdown Date, (w) both immediately prior and after giving effect thereto, (1) no Default shall exist or result therefrom and (2) the Covenant Parties and their Restricted Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11, (x) matures after, and does not require any scheduled amortization or other scheduled payments of principal prior to, the Maturity Date of the Term Loans (it being understood that such Indebtedness may have mandatory prepayment, repurchase or redemption provisions satisfying the requirement of clause (y) hereof), (y) has terms and conditions (other than interest rate, redemption premiums and subordination terms), taken as a whole, that are not materially less favorable to the Covenant Parties as the terms and conditions of the Senior Subordinated Debt; provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Nielsen has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Borrowers within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees) and (z) with respect to such Indebtedness described in the immediately preceding clause (B), is incurred by a Loan Party;

(h) Indebtedness representing deferred compensation to employees of any Covenant Party or any of its Restricted Subsidiaries incurred in the ordinary course of business;

(i) Indebtedness consisting of promissory notes issued by any Covenant Party or any of its Restricted Subsidiaries to current or former officers, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of VNUHF or any direct or indirect parent of VNUHF permitted by Section 7.06;

(j) Indebtedness incurred by any Covenant Party or any of its Restricted Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition constituting indemnification obligations or obligations in respect of purchase price or other similar adjustments;

(k) Indebtedness consisting of obligations of any Covenant Party or any of its Restricted Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Transaction and Permitted Acquisitions or any other Investment expressly permitted hereunder;

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(l) Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with deposit accounts;

(m) Indebtedness of any Covenant Party or any of its Restricted Subsidiaries, in an aggregate principal amount that at the time of, and after giving effect to, the incurrence thereof, would not exceed $400,000,000;

(n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business;

(o) Indebtedness incurred by any Covenant Party or any of its Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the incurrence thereof;

(p) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by any Covenant Party or any of its Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice;

(q) Indebtedness constituting the Senior Subordinated Debt and/or the Senior Unsecured Debt;

(r) Indebtedness supported by a Letter of Credit, in a principal amount not to exceed the face amount of such Letter of Credit;

(s) Indebtedness of non-Guarantor Subsidiaries incurred in the ordinary course of business on ordinary business terms in an aggregate amount not to exceed $75,000,000 as of the end of the fiscal quarter immediately prior to the date of such incurrence for which financial statements have been delivered pursuant to Section 6.01;

(t) Indebtedness of the Covenant Parties or the Restricted Subsidiaries (i) assumed in connection with any Permitted Acquisition or (ii) incurred to finance a Permitted Acquisition, in each case, that is secured only by the assets or business acquired in the applicable Permitted Acquisition (including any acquired Equity Interests of a Person and including, for the avoidance of doubt, the assets owned by such Person) and so long as both immediately prior and after giving effect thereto, (A) no Default shall

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exist or result therefrom, (B) the Company and the Restricted Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11, and (C) the aggregate principal amount of such Indebtedness and all Indebtedness resulting from any Permitted Refinancing thereof at any time outstanding pursuant to this paragraph (t) does not exceed $200,000,000;

(u) Indebtedness in connection with a Permitted Receivables Financing; and

(v) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (u) above.

Section 7.04 Fundamental Changes.

None of the Covenant Parties or any of their Restricted Subsidiaries shall merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (other than as part of the Transaction), except that:

(a) any Restricted Subsidiary (other than a Borrower) may merge with (i) any Borrower (including a merger, the purpose of which is to reorganize such Borrower into a new jurisdiction); provided that such Borrower shall be the continuing or surviving Person or (ii) any Covenant Party or one or more other Restricted Subsidiaries; provided that when any Person that is a Loan Party is merging with a Restricted Subsidiary, a Loan Party shall be the continuing or surviving Person;

(b) (i) any Subsidiary that is not a Loan Party may merge or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) any Subsidiary (other than a Covenant Party) may liquidate or dissolve or change its legal form if Nielsen determines in good faith that such action is in the best interest of Nielsen and its Subsidiaries and if not materially disadvantageous to the Lenders (it being understood that in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);

(c) any Covenant Party or Restricted Subsidiary (other than a Borrower) may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Covenant Party or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee must be a Guarantor or (ii) to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 (other than Section 7.02(e)) and 7.03, respectively; and

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(d) so long as no Default exists or would result therefrom, any Borrower may merge with any other Person; provided that (i) such Borrower shall be the continuing or surviving corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not such Borrower (any such Person, the “Successor Company”), (A) the Successor Company shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof (or, in the case of the Dutch Borrower, an entity organized or existing under the laws of The Netherlands), (B) the Successor Company shall expressly assume all the obligations of such Borrower under this Agreement and the other Loan Documents to which such Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent (C) each Guarantor, unless it is the other party to such merger or consolidation, shall have confirmed that its Guarantee shall apply to the Successor Company’s obligations under the Loan Documents, (D) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Security Agreement and other applicable Collateral Documents confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under the Loan Documents, (E) each mortgagor of a mortgaged property, unless it is the other party to such merger or consolidation, shall have by an amendment to or restatement of the applicable Mortgage confirmed that its obligations thereunder shall apply to the Successor Company’s obligations under the Loan Documents, and (F) such Borrower shall have delivered to the Administrative Agent an officer’s certificate and an opinion of counsel, each stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document comply with this Agreement; provided, further, that if the foregoing are satisfied, the Successor Company will succeed to, and be substituted for, such Borrower under this Agreement; and

(e) so long as no Default exists or would result therefrom, any Covenant Party or any Restricted Subsidiary (other than a Borrower) may merge with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided that the continuing or surviving Person shall be a Covenant Party or a Restricted Subsidiary, which together with each of its Restricted Subsidiaries, shall have complied with the requirements of Section 6.11; and

(f) so long as no Default exists or would result therefrom, a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05.

Section 7.05 Dispositions.

None of the Covenant Parties or any of their Restricted Subsidiaries shall, directly or indirectly, make any Disposition or enter into any agreement to make any Disposition (other than as part of or in connection with the Transaction), except:

(a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of property no longer used or useful in the conduct of the business of any Covenant Party or any of its Restricted Subsidiaries;

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(b) Dispositions of inventory and immaterial assets in the ordinary course of business;

(c) Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property;

(d) Dispositions of property to any Covenant Party or any Restricted Subsidiary; provided that if the transferor of such property is a Loan Party, (i) the transferee thereof must be a Loan Party or (ii) if such transaction constitutes an Investment, such transaction is permitted under Section 7.02;

(e) Dispositions permitted by Sections 7.04 and 7.06 and Liens permitted by Section 7.01;

(f) Dispositions of property pursuant to sale-leaseback transactions; provided that (i) with respect to such property owned by any Covenant Party or any of its Restricted Subsidiaries on the Closing Date, the fair market value of all property so Disposed of after the Closing Date shall not exceed $150,000,000 and (ii) with respect to such property acquired by any Covenant Party or any of its Restricted Subsidiaries after the Closing Date, the applicable sale-leaseback transaction occurs within two hundred and seventy (270) days after the acquisition or construction (as applicable) of such property;

(g) Dispositions of Cash Equivalents;

(h) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course of business and which do not materially interfere with the business of any Covenant Party or any of its Restricted Subsidiaries;

(i) transfers of property subject to Casualty Events;

(j) Dispositions of property not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally binding commitment entered into at a time when no Default exists), no Default shall exist or would result from such Disposition and (ii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $25,000,000, any

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Covenant Party or any of its Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Section 7.01(f),(k),(p),(q) and clauses (i) and (ii) of Section 7.01(r)); provided, however, that for the purposes of this clause (ii), (A) any liabilities (as shown on the Company’s most recent balance sheet provided hereunder or in the footnotes thereto) of such Covenant Party or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for which the Covenant Parties and all of their Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities received by such Covenant Party or the applicable Restricted Subsidiary from such transferee that are converted by such Covenant Party or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received by the Covenant Parties or such Restricted Subsidiary in respect of such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of 2.5% of the Total Assets of the Covenant Parties and the Restricted Subsidiaries at the time of the receipt of such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash;

(k) Dispositions listed on Schedule 7.05(k);

(l) the direct or indirect Disposition of any Equity Interests in, or any property or assets of, BME;

(m) Dispositions of Receivables Assets in connection with any Permitted Receivables Financing;

(n) any swap of assets in exchange for services or other assets in the ordinary course of business of comparable or greater value or usefulness to the business of the Company and its Subsidiaries as a whole, as determined in good faith by the management of Nielsen;

(o) Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; and

(p) Dispositions among the Covenant Parties and their Restricted Subsidiaries consisting of the termination, forgiveness, contribution or other disposition of any intercompany note (or replacement thereof) existing on the Closing Date or put in place in connection with the Transaction; provided that if the transferor of such property or the

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foregivor of a debt is a Loan Party, (i) the transferee or foregivee thereof must be a Loan Party or (ii) if such transaction constitutes an Investment, such transaction is permitted under Section 7.02;

provided that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(e) and (i) and except for Dispositions from a Loan Party to any other Loan Party) shall be for no less than the fair market value of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

Section 7.06 Restricted Payments.

None of the Covenant Parties shall, nor shall any Covenant Party permit any of its Restricted Subsidiaries to, directly or indirectly, declare or make, directly or indirectly, any Restricted Payment, except:

(a) each Restricted Subsidiary may make Restricted Payments to any Covenant Party, and other Restricted Subsidiaries of any Covenant Parties (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to any Covenant Party and any other Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests);

(b) any Covenant Party and each Restricted Subsidiary may declare and make dividend payments or other Restricted Payments payable solely in the Equity Interests (other than Disqualified Equity Interests not otherwise permitted by Section 7.03) of such Person;

(c) any Restricted Payments as part of or in connection with the Transaction (or the unwinding of any intercompany transaction put in place prior to the Closing Date or as part of or in connection with the Transaction);

(d) so long as no Default shall have occurred and be continuing or would result therefrom, from and after the date Nielsen delivers an irrevocable written notice to the Administrative Agent stating that Restricted Payments will be made to fund cash interest payments required to be made by the Company (the “Company Restricted Payments Election”), such Restricted Payments may be made;

(e) to the extent constituting Restricted Payments, any Covenant Party and its Restricted Subsidiaries may enter into and consummate transactions expressly permitted by any provision of Section 7.04 or 7.08 other than Section 7.08(f) or 7.08(l);

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(f) repurchases of Equity Interests in any Covenant Party or any Restricted Subsidiary of a Covenant Party deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

(g) each of the Covenant Parties may pay (or make Restricted Payments to allow the Company or any other direct or indirect parent of the Covenant Parties to pay) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of such Covenant Party (or of the Company or any other such parent of such Covenant Party) by any future, present or former employee or director of such Covenant Party (or the Company or any other direct or indirect parent of such Covenant Party) or any of its Subsidiaries pursuant to any employee or director equity plan, employee or director stock option plan or any other employee or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee or director of such Covenant Party (or the Company or any other direct or indirect parent of such Covenant Party) or any of its Restricted Subsidiaries;

(h) the Covenant Parties may make Restricted Payments in an aggregate amount equal to (x) $250,000,000, plus, if the Total Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 7.00 to 1.00, (y) the portion, if any, of the Cumulative Credit on such date that Nielsen elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of Nielsen calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied; provided, that with respect to any Restricted Payment made pursuant to clause (y) above, no Default has occurred and is continuing or would result therefrom;

(i) the Covenant Parties and the Restricted Subsidiaries may make Restricted Payments to the Company or any other direct or indirect parent of the Covenant Parties:

(i) to pay its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business and attributable to the ownership or operations of the Covenant Parties and their Restricted Subsidiaries so long as allocable to such entity in accordance with GAAP, Transaction Expenses and any reasonable and customary indemnification claims made by directors or officers of such parent attributable to the ownership or operations of the Covenant Parties and their Restricted Subsidiaries;

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(ii) the proceeds of which shall be used by such parent to pay franchise taxes and other fees, taxes and expenses required to maintain its (or any of its direct or indirect parents’) corporate existence;

(iii) to pay federal, foreign, state and local income taxes; provided that, for each fiscal year, the amount of such payments made in respect of such fiscal year shall not exceed the amount that the Company and the Restricted Subsidiaries would be required to pay in respect of federal, foreign, state and local income taxes if such entities were corporations paying taxes separately from any parent entity at the highest combined applicable federal, foreign, state and local tax rate for such fiscal year (it being understood and agreed that if any Covenant Party or Restricted Subsidiary pays any such federal, foreign, state or local income taxes directly to such taxing authority, that a Restricted Payment in duplication of such amount shall not be permitted to be made pursuant to this clause (iii));

(iv) to finance any Investment that would be permitted to be made pursuant to Section 7.02 if such parent were subject to such section; provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) such parent shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to the Covenant Parties or the Restricted Subsidiaries or (2) the merger (to the extent permitted in Section 7.04) of the Person formed or acquired into the Company or its Restricted Subsidiaries in order to consummate such Permitted Acquisition or Investment, in each case, in accordance with the requirements of Section 6.11;

(v) the proceeds of which shall be used by such parent to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering or to any merger or acquisition transaction permitted by this Agreement;

(vi) the proceeds of which shall be used to repurchase, redeem, retire or otherwise acquire the 7% preference shares of the Company in existence on the Closing Date (at a per share price of no more than the face amount of such shares);

(j) any Restricted Payment of the proceeds of Indebtedness incurred to refinance Indebtedness outstanding pursuant to Section 7.03(b)(i) and to pay accrued and unpaid interest, premium, fee and expenses related thereto;

(k) after a Qualified IPO, (i) any Restricted Payment to the Company or any other direct or indirect parent of the Covenant Parties to pay listing fees and other costs and expenses attributable to being a publicly traded company which are reasonable and customary and (ii) Restricted Payments of up to 6% per annum of the net proceeds received by (or contributed to) the Covenant Parties and their Restricted Subsidiaries from such Qualified IPO; and

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(l) the non-cash forgiveness, cancellation, termination or disposition of the Transactions Intercompany Obligations.

Section 7.07 Change in Nature of Business.

None of Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, (a) engage in any material line of business substantially different from those lines of business conducted by any such Covenant Party or Restricted Subsidiary on the date hereof or any business reasonably related or ancillary thereto and (b) except in the case of a Special Purpose Receivables Subsidiary, enter into any Permitted Receivables Financings.

Section 7.08 Transactions with Affiliates.

None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, enter into any transaction of any kind with any Affiliate of a Covenant Party, whether or not in the ordinary course of business, other than (a) transactions among any Covenant Party and its Restricted Subsidiaries or any entity that becomes a Restricted Subsidiary as a result of such transaction, (b) on terms substantially as favorable to such Covenant Party or such Restricted Subsidiary as would be obtainable by such Covenant Party or such Restricted Subsidiary at the time in a comparable arm’s-length transaction with a Person other than an Affiliate, (c) as part of or in connection with the Transaction, (d) the issuance of Equity Interests to the management of a Covenant Party or any of its Restricted Subsidiaries in connection with the Transaction, (e) the payment of management, transaction and monitoring fees in an aggregate amount not to exceed the amounts permitted to be paid pursuant to the Sponsor Management Agreements as in effect on the date hereof and related indemnities and reasonable expenses, (f) equity issuances, repurchases, retirements or other acquisitions or retirements of Equity Interests by the Covenant Parties permitted under Section 7.06, (g) loans and other transactions by any Covenant Party and its Restricted Subsidiaries to the extent permitted under this Article VII, (h) employment and severance arrangements between any Covenant Party and its Restricted Subsidiaries and their respective officers and employees in the ordinary course of business, (i) payments by any Covenant Party (and any direct or indirect parent thereof) pursuant to the tax sharing agreements among such Covenant Party (and any such parent thereof) and the Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of such Covenant Party and such Restricted Subsidiaries, (j) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, officers and employees of any Covenant Party and its Restricted Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of such Covenant Party and its Restricted Subsidiaries, (k) transactions pursuant to agreements in existence on the Closing Date and set forth on Schedule 7.08 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, (l) dividends,

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redemptions and repurchases permitted under Section 7.06, (m) transactions in connection with a Permitted Receivables Financing, and (n) customary payments by any Covenant Party and any of its Restricted Subsidiaries to Valcon or the Sponsors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures), which payments are approved by the majority of the members of the board of directors or a majority of the disinterested members of the board of directors of a Covenant Party, in good faith.

Section 7.09 Burdensome Agreements.

None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of (a) any Restricted Subsidiary of the Covenant Parties that is not a Guarantor to make Restricted Payments to any Borrower or any Guarantor or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facilities and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations which (i)(x) exist on the date hereof and (to the extent not otherwise permitted by this Section 7.09) are listed on Schedule 7.09 hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary of the Covenant Parties, so long as such Contractual Obligations were not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Covenant Parties; provided further that this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant to Section 6.14, (iii) represent Indebtedness of a Restricted Subsidiary of the Covenant Parties which is not a Loan Party which is permitted by Section 7.03, (iv) arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate solely to the assets or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by such Indebtedness (and excluding in any event any Indebtedness constituting any Junior Financing), (vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e) to the extent that such restrictions apply only to the property or assets securing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Covenant Parties or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement

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entered into in the ordinary course of business, (xi) are contained in any Permitted Receivables Document with respect to any Special Purpose Receivables Subsidiary, and (xii) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business.

Section 7.10 Use of Proceeds.

No Borrower shall use the proceeds of any Credit Extension, whether directly or indirectly, in any manner other than as follows:

(a) on or after the Pushdown Date, the proceeds of the Term Loans will be used, directly or indirectly, to repay Outstanding Indebtedness and Existing Indebtedness;

(b) on the Pushdown Date, the proceeds of the Term Loans will be used, directly or indirectly, to repay the intercompany notes payable from VNU, Inc. and ACN;

(c) the proceeds of the Revolving Credit Loans will be used for working capital and other general corporate purposes, including, after the Pushdown Date, to finance Permitted Acquisitions and other Investments and to finance the purchase or repayment of the Oldsmar Leases;

(d) Letters of Credit will be used for general corporate purposes; and

(e) for any other purpose contemplated to otherwise fund the Transaction.

Section 7.11 Financial Covenants.

(a) Total Leverage Ratio. The Covenant Parties shall not permit the Total Leverage Ratio as of the last day of any Test Period ending during any period set forth in the table below to be greater than the ratio set forth below opposite the last day of such Test Period:

Test Period	Total Leverage Ratio
July 1, 2007        -        December 31, 2007	10.0 to 1.0
January 1, 2008  -        September 30, 2008	9.50 to 1.0
October 1, 2008  -        September 30, 2009	8.75 to 1.0
October 1, 2009  -        September 30, 2010	8.00 to 1.0
October 1, 2010  -        September 30, 2011	7.50 to 1.0
October 1, 2011  -        September 30, 2012	7.00 to 1.0
October 1, 2012 and thereafter	6.25 to 1.0

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(b) Interest Coverage Ratio. The Covenant Parties shall not permit the Interest Coverage Ratio as of the last day of any Test Period ending during any period set forth in the table below to be less than the ratio set forth below opposite the last day of such Test Period:

Test Period	Interest Coverage Ratio
July 1, 2007        -        December 31, 2007	1.25 to 1.0
January 1, 2008  -        September 30, 2008	1.35 to 1.0
October 1, 2008  -        September 30, 2009	1.50 to 1.0
October 1, 2009  -        September 30, 2010	1.65 to 1.0
October 1, 2010  -        September 30, 2011	1.75 to 1.0
October 1, 2011  -        September 30, 2012	1.60 to 1.0
October 1, 2012 and thereafter	1.50 to 1.0

Section 7.12 Accounting Changes.

The Covenant Parties shall not make any change in their fiscal year (other than in connection with a change in accounting practices pursuant to Section 6.01); provided, however, that the Covenant Parties may, upon written notice to the Administrative Agent, change their fiscal year to any other fiscal year reasonably acceptable to the Administrative Agent, in which case, Nielsen and the Administrative Agent will, and are hereby authorized by the Lenders to, make any adjustments to this Agreement that are necessary to reflect such change in fiscal year.

Section 7.13 Prepayments, Etc. of Indebtedness.

(a) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled interest shall be permitted) the Senior Subordinated Debt, any subordinated Indebtedness incurred under Section 7.03(g) or any other Indebtedness that is required to be subordinated to the Obligations pursuant to the terms of the Loan Documents, but excluding any Existing Indebtedness or Outstanding Indebtedness (collectively, “Junior Financing”) or make any payment in violation of any subordination terms of any Junior Financing Documentation, except (i) the refinancing thereof with the Net Proceeds of any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)),

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to the extent not required to prepay any Loans pursuant to Section 2.05(b), (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of the Company or any of its direct or indirect parents, (iii) the prepayment of Indebtedness of any Covenant Party or any Restricted Subsidiary of a Covenant Party to the extent permitted by the Collateral Documents, (iv) any payments in respect of Senior Subordinated Debt constituting bridge loans with the proceeds of any other Junior Financing and (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed $250,000,000 plus, if the Total Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 7.00 to 1.00, the portion, if any, of the Cumulative Credit on such date that Nielsen elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of Nielsen calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied.

(b) None of the Covenant Parties shall, nor shall they permit any of their Restricted Subsidiaries to, directly or indirectly, amend, modify or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation without the consent of the Administrative Agent (which consent shall not be unreasonably withheld).

Section 7.14 Permitted Activities.

With respect to Covenant Parties and their Restricted Subsidiaries, engage (directly or indirectly) in any business other than those businesses in which Covenant Parties and their Restricted Subsidiaries are engaged on the Closing Date (or which are substantially related or ancillary thereto or are reasonable extensions thereof).

ARTICLE VIII.

Events Of Default and Remedies

Section 8.01 Events of Default.

Any of the following shall constitute an event of default (an “Event of Default”), subject to Section 8.02(b):

(a) Non-Payment. Any Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan, or (ii) within five (5) Business Days after the same becomes due, any interest on any Loan or any other amount payable hereunder or with respect to any other Loan Document; or

(b) Specific Covenants. Any Borrower fails to perform or observe any term, covenant or agreement contained in any of Sections 6.03(a) or 6.05(a) (solely with respect to the Borrowers) or Article VII; provided that the covenants in Section 7.11 are subject to cure pursuant to Section 8.05; or

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(c) Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section 8.01(a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty (30) days after notice thereof by the Administrative Agent to the Borrowers; or

(d) Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of any Borrower or any other Loan Party herein, in any other Loan Document, or in any document required to be delivered in connection herewith or therewith shall be incorrect or misleading in any material respect when made or deemed made; provided that no Event of Default shall occur under this paragraph (d) by reason of any representation set out in Section 5.20 being untrue in any material respect as a result of any applicable Lender’s representation under Section 10.22 as to its status as a PMP being untrue (but without prejudice to the rights of the Agents and the Lenders under this Agreement other than under this paragraph (d) or under applicable Law and without prejudice to any other Event of Default which may occur by reason of any representation set out in Section 10.22 being untrue in any material respect or otherwise by reason of a Lender not being a PMP); or

(e) Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness (other than Indebtedness hereunder) having an aggregate principal amount of not less than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts), the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (e)(B) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness; provided, further that for the first 270 days after the Pushdown Date this clause (e) shall not apply to any default or event of default under the Oldsmar Leases that occurs in connection with the Transaction; or

(f) Insolvency Proceedings, Etc. Any Loan Party or any Restricted Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents

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to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for sixty (60) calendar days, or an order for relief is entered in any such proceeding; or

(g) Inability to Pay Debts; Attachment. (i) Any Loan Party or any Restricted Subsidiary becomes unable or admits in writing its inability or fails generally to pay its debts in excess of the Threshold Amount as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of the Borrowers and the Restricted Subsidiaries, taken as a whole, and is not released, vacated or fully bonded within sixty (60) days after its issue or levy; or

(h) Judgments. There is entered against any Loan Party or any Restricted Subsidiary a final judgment or order for the payment of money in an aggregate amount exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer has been notified of such judgment or order and has not denied coverage) and such judgment or order shall not have been satisfied, vacated, discharged or stayed or bonded pending an appeal for a period of sixty (60) consecutive days; or

(i) Invalidity of Loan Documents. Any material provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder (including as a result of a transaction permitted under Section 7.04 or 7.05) or as a result of acts or omissions by the Administrative Agent or Collateral Agent or any Lender or the satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party contests in writing the validity or enforceability of any provision of any Loan Document or the validity or priority of a Lien as required by the Collateral Documents on a material portion of the Collateral; or any Loan Party denies in writing that it has any or further liability or obligation under any Loan Document (other than as a result of repayment in full of the Obligations and termination of the Aggregate Commitments), or purports in writing to revoke or rescind any Loan Document; or

(j) Change of Control. There occurs any Change of Control; or

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(k) Collateral Documents. Any Collateral Document after delivery thereof pursuant to Section 6.11 or 6.13 shall for any reason (other than pursuant to the terms thereof including as a result of a transaction not prohibited under this Agreement) cease to create a valid and perfected Lien, with the priority required by the Collateral Documents on and security interest in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, (i) except to the extent that any such loss of perfection or priority results from the failure of the Administrative Agent or the Collateral Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents or to file Uniform Commercial Code continuation statements (or similar filings outside the United States) and (ii) except for any failure due to foreign Laws, rules and regulations as they relate to pledges of Equity Interests in Foreign Subsidiaries (other than pledges made under Laws of the applicable jurisdiction of formation of such Foreign Subsidiary) and (iii) except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage; or

(l) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of a Loan Party or a Restricted Subsidiary under Title IV of ERISA in an aggregate amount which could reasonably be expected to result in a Material Adverse Effect, or (ii) a Loan Party, any Restricted Subsidiary or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount which could reasonably be expected to result in a Material Adverse Effect.

Section 8.02 Remedies Upon Event of Default.

(a) If any Event of Default occurs and is continuing, the Administrative Agent may and, at the request of the Required Lenders, shall take any or all of the following actions:

(i) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;

(ii) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrowers;

(iii) require that the Borrowers Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and

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(iv) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law;

provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to Nielsen under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable and the obligation of the Borrowers to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

(b) Notwithstanding the foregoing, for the purpose of this Agreement, for the period from the Closing Date until the date which falls three months after the Pushdown Date (the “Clean-Up Period”), a breach of the representations and warranties or a breach of the covenants or an Event of Default, will be deemed not to be a breach of warranty or a breach of covenant or an Event of Default (as the case may be) if it would have been (if it were not for this provision) a breach of warranty or a breach of covenant or an Event of Default only by reason of circumstances existing at or within one month following the Pushdown Date and relating exclusively to the business or operations of the Company and its Subsidiaries (other than Nielsen) or any of them if and for so long as the circumstances giving rise to the relevant breach of warranty or breach of covenant or Event of Default:

(i) are capable of being cured and, if Nielsen (or following the date which is one month after the Pushdown Date, any of the Borrowers and their respective Subsidiaries) is aware of the relevant circumstances at the time, reasonable efforts are being used to cure the same;

(ii) have not been procured by or approved by Nielsen or other entities formed by the Sponsors (or following the date which is one month after the Pushdown Date, any of the Borrowers and their respective Subsidiaries or such other entities formed by the Sponsors); and

(iii) do not have a Material Adverse Effect,

provided that if the relevant circumstances are continuing at the end of the Clean-Up Period there shall be a breach of warranty, breach of covenant or Event of Default, as the case may be.

Section 8.03 Exclusion of Immaterial Subsidiaries; Certain Dutch Matters.

(a) Solely for the purpose of determining whether a Default or Event of Default has occurred under clause (f) or (g) of Section 8.01, any reference in any such clause to any Restricted Subsidiary or Loan Party shall be deemed not to include any Restricted Subsidiary affected by any event or circumstances referred to in any such clause that did not, as of the last day of the most recent completed fiscal quarter of Nielsen, have assets with a value in excess of

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5% of the consolidated total assets of the Covenant Parties and the Restricted Subsidiaries and did not, as of the four quarter period ending on the last day of such fiscal quarter, have revenues exceeding 5% of the total revenues of the Covenant Parties and the Restricted Subsidiaries (it being agreed that all Restricted Subsidiaries affected by any event or circumstance referred to in any such clause shall be considered together, as a single consolidated Restricted Subsidiary, for purposes of determining whether the condition specified above is satisfied).

(b) For the avoidance of doubt, no legal proceeding or other procedure under the laws of The Netherlands shall constitute a Default or Event of Default under clause (f) of Section 8.01, unless the following shall have also occurred under Dutch law:

(i) bankruptcy (failissement), suspension of payments (surséance van betaling), emergency procedure (noodregeling) or any other procedure having the effect that the entity to which it applies loses the free management or ability to dispose of its property (irrespective of whether that procedure is provisional or final); or

(ii) dissolution (ontbinding) or any other procedure having the effect that the entity to which it applies ceases to exist.

Section 8.04 Application of Funds.

After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a)), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law):

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent or the Collateral Agent in its capacity as such;

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including Attorney Costs payable under Section 10.04 and amounts payable under Article III), ratably among them in proportion to the amounts described in this clause Second payable to them;

Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and L/C Borrowings, and any fees, premiums and scheduled periodic payments due under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Third payable to them;

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Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings (including to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit), and any breakage, termination or other payments under Treasury Services Agreements or Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them;

Fifth, to the payment of all other Obligations of the Borrowers that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and

Last, the balance, if any, after all of the Obligations have been paid in full, to the Borrowers or as otherwise required by Law.

Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrowers as applicable.

Section 8.05 Company’s Right to Cure.

(a) Notwithstanding anything to the contrary contained in Section 8.01 or 8.02, in the event of any Event of Default under the covenants set forth in Section 7.11 and until the expiration of the tenth (10th) day after the date on which financial statements are required to be delivered with respect to the applicable fiscal quarter hereunder, the Sponsors or Valcon may make a Specified Equity Contribution to the Company, and the Company shall apply the amount of the net cash proceeds thereof to increase Consolidated EBITDA with respect to such applicable quarter; provided that such net cash proceeds (i) are actually received by VNUHF or its Restricted Subsidiaries (including through capital contribution of such net cash proceeds to VNUHF or such Restricted Subsidiaries) no later than ten (10) days after the date on which financial statements are required to be delivered with respect to such fiscal quarter hereunder, (ii) are Not Otherwise Applied and (iii) do not exceed the aggregate amount necessary to cause the Covenant Parties to be in compliance with Section 7.11 for any applicable period. The parties hereby acknowledge that this Section 8.05(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.11 and shall not result in any adjustment to any amounts other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence.

(b) In each period of four fiscal quarters, there shall be at least one fiscal quarter in which no cure set forth in Section 8.05(a) is made.

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ARTICLE IX.

Administrative Agent and Other Agents

Section 9.01 Appointment and Authorization of Agents.

(a) Each Lender hereby irrevocably appoints, designates and authorizes each of the Administrative Agent and the Collateral Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, neither the Administrative Agent nor the Collateral Agent shall have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent or the Collateral Agent have or be deemed to have any fiduciary relationship with any Lender or Participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent or the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

(b) Each L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each such L/C Issuer shall have all of the benefits and immunities (i) provided to the Agents in this Article IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Agent” as used in this Article IX and in the definition of “Agent-Related Person” included such L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to such L/C Issuer.

(c) Each of the Secured Parties hereby irrevocably appoints and authorizes the Collateral Agent to act as the agent of (and to hold any security interest created by the Collateral Documents for and on behalf of or on trust for and to enter into any “Parallel Debt” as defined in the Collateral Documents governed by Dutch law) such Secured Party for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent (and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Collateral Agent), shall be entitled to the benefits of all provisions of this Article IX (including, Section 9.07, as though such co-agents, sub-agents and attorneys-in-fact were the Collateral Agent under the Loan Documents) as if set forth in full herein with respect thereto.

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Section 9.02 Delegation of Duties.

Each of the Administrative Agent and the Collateral Agent may execute any of its duties under this Agreement or any other Loan Document (including for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents or of exercising any rights and remedies thereunder) by or through agents, employees or attorneys-in-fact including for the purpose of any Borrowings or payments in Alternative Currencies, such sub-agents as shall be deemed necessary by the Administrative Agent or the Collateral Agent, as the case may be, and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or sub-agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct (as determined in the final judgment of a court of competent jurisdiction).

Section 9.03 Liability of Agents.

No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender or Participant for any recital, statement, representation or warranty made by any Loan Party or any officer thereof, contained herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent or the Collateral Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documents, or for any failure of any Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereof.

Section 9.04 Reliance by Agents.

(a) Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and

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statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by such Agent. Each Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders.

(b) For purposes of determining compliance with the conditions specified in Section 4.01 or 4.02(a), each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Section 9.05 Notice of Default.

The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default, except with respect to defaults in the payment of principal, interest and fees required to be paid to the Administrative Agent for the account of the Lenders, unless the Administrative Agent shall have received written notice from a Lender or any Borrower referring to this Agreement, describing such Default and stating that such notice is a “notice of default.” The Administrative Agent will notify the Lenders of its receipt of any such notice. The Administrative Agent shall take such action with respect to any Event of Default as may be directed by the Required Lenders in accordance with Article VIII; provided that unless and until the Administrative Agent has received any such direction, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Event of Default as it shall deem advisable or in the best interest of the Lenders.

Section 9.06 Credit Decision; Disclosure of Information by Agents.

Each Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by any Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to each Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of

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the Loan Parties and their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to any Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by any Agent herein, such Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their Affiliates which may come into the possession of any Agent-Related Person.

Section 9.07 Indemnification of Agents.

Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of any Loan Party and without limiting the obligation of any Loan Party to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities incurred by it; provided that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities resulting from such Agent-Related Person’s own gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction; provided that no action taken in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Loan Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 9.07; provided, further that any obligation to indemnify an L/C Issuer pursuant to this Section 9.07 shall be limited to Tranche A Revolving Credit Lenders only. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this Section 9.07 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse each of the Administrative Agent and the Collateral Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Administrative Agent or the Collateral Agent, as the case may be, in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent or the Collateral Agent, as the case may be, is not reimbursed for such expenses by or on behalf of the Loan Parties. The undertaking in this Section 9.07 shall survive termination of the Aggregate Commitments, the payment of all other Obligations and the resignation of the Administrative Agent or the Collateral Agent, as the case may be.

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Section 9.08 Agents in their Individual Capacities.

Citibank, N.A. and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire Equity Interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with the Borrowers and their respective Affiliates as though Citibank, N.A. were not the Administrative Agent, the Collateral Agent or an L/C Issuer hereunder and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, Citibank, N.A. or its Affiliates may receive information regarding the Borrowers or their respective Affiliates (including information that may be subject to confidentiality obligations in favor of any such Borrower or such Affiliate) and acknowledge that neither the Administrative Agent nor the Collateral Agent shall be under any obligation to provide such information to them. With respect to its Loans, Citibank, N.A. and its Affiliates shall have the same rights and powers under this Agreement as any other Lender and may exercise such rights and powers as though it were not the Administrative Agent, the Collateral Agent or an L/C Issuer, and the terms “Lender” and “Lenders” include Citibank, N.A. in its individual capacity. Any successor to Citibank, N.A. as the Administrative Agent or the Collateral Agent shall also have the rights attributed to Citibank, N.A. under this paragraph.

Section 9.09 Successor Agents.

Each of the Administrative Agent and the Collateral Agent may resign as the Administrative Agent or the Collateral Agent, as applicable upon thirty (30) days’ notice to the Lenders and Nielsen. If the Administrative Agent or the Collateral Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall be consented to by Nielsen at all times other than during the existence of an Event of Default under Section 8.01(f) or (g) (which consent of Nielsen shall not be unreasonably withheld or delayed). If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent or the Collateral Agent, as applicable, the Administrative Agent or the Collateral Agent, as applicable, may appoint, after consulting with the Lenders and Nielsen, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent or retiring Collateral Agent and the term “Administrative Agent” or “Collateral Agent” shall mean such successor administrative agent or collateral agent and/or Supplemental Agent, as the case may be, and the retiring Administrative Agent’s or Collateral Agent’s appointment, powers and duties as the Administrative Agent or Collateral Agent shall be terminated. After the retiring Administrative Agent’s or the Collateral Agent’s resignation hereunder as the Administrative Agent or Collateral Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent or Collateral Agent under this Agreement. If no successor agent has accepted appointment as the Administrative Agent or the Collateral Agent by the date which is thirty (30) days following the retiring Administrative Agent’s or Collateral Agent’s notice of resignation, the retiring Administrative Agent’s or the retiring Collateral Agent’s resignation

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shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent or Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. Upon the acceptance of any appointment as the Administrative Agent or Collateral Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in order to (a) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (b) otherwise ensure that Section 6.11 is satisfied, the Administrative Agent or Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Administrative Agent or Collateral Agent, and the retiring Administrative Agent or Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring Administrative Agent’s or Collateral Agent’s resignation hereunder as the Administrative Agent or the Collateral Agent, the provisions of this Article IX shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent or the Collateral Agent.

Section 9.10 Administrative Agent May File Proofs of Claim.

In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on any Borrower or the Collateral Agent) shall be (to the fullest extent permitted by mandatory provisions of applicable Law) entitled and empowered, by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Collateral Agent and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Collateral Agent and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the Collateral Agent and the Administrative Agent under Sections 2.03(h) and (i), 2.09 and 10.04) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, curator, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent or the Collateral Agent and, in the event that the

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Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent or the Collateral Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel, and any other amounts due the Administrative Agent or the Collateral Agent under Sections 2.09 and 10.04.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

Section 9.11 Collateral and Guaranty Matters.

The Lenders irrevocably agree:

(a) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (x) obligations under Secured Hedge Agreements and Treasury Services Agreements not yet due and payable and (y) contingent indemnification obligations not yet accrued and payable) and the expiration or termination or cash collateralization of all Letters of Credit, (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person other than a Person required to grant a Lien to the Administrative Agent or the Collateral Agent under the Loan Documents (or, if such transferee is a Person required to grant a Lien to the Administrative Agent or the Collateral Agent on such asset, at the option of the applicable Loan Party, such Lien on such asset may still be released in connection with the transfer so long as (i) the transferee grants a new Lien to the Administrative Agent or Collateral Agent on such asset substantially concurrently with the transfer of such asset, (ii) the transfer is between parties organized under the laws of different jurisdictions and at least one of such parties is a Foreign Subsidiary and (iii) the priority of the new Lien is the same as that of the original Lien), (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders or (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) below;

(b) To release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i); and

(c) That any Guarantor shall be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Subordinated Debt, the Senior Unsecured Debt or any Junior Financing.

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Upon request by the Administrative Agent or the Collateral Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s or the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, the Administrative Agent or the Collateral Agent will (and each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to), at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as the Borrowers may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11.

Section 9.12 Other Agents; Arrangers and Managers.

None of the Lenders or other Persons identified on the facing page or signature pages of this Agreement as a “syndication agent,” “co-documentation agent”, “joint bookrunner” or “arranger” shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders or other Persons so identified shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other Persons so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.

Section 9.13 Appointment of Supplemental Agents.

(a) It is the purpose of this Agreement and the other Loan Documents that there shall be no violation of any Law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation under this Agreement or any of the other Loan Documents, and in particular in case of the enforcement of any of the Loan Documents, or in case the Administrative Agent or the Collateral Agent deems that by reason of any present or future Law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Loan Documents or take any other action which may be desirable or necessary in connection therewith, the Administrative Agent and the Collateral Agent are hereby authorized to appoint an additional individual or institution selected by the Administrative Agent or the Collateral Agent in its sole discretion as a separate trustee, co-trustee, administrative agent, collateral agent, administrative sub-agent or administrative co-agent (any such additional individual or institution being referred to herein individually as a “Supplemental Agent” and collectively as “Supplemental Agents”).

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(b) In the event that the Collateral Agent appoints a Supplemental Agent with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or intended by this Agreement or any of the other Loan Documents to be exercised by or vested in or conveyed to the Collateral Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Agent to the extent, and only to the extent, necessary to enable such Supplemental Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Loan Documents and necessary to the exercise or performance thereof by such Supplemental Agent shall run to and be enforceable by either the Collateral Agent or such Supplemental Agent, and (ii) the provisions of this Article IX and of Sections 10.04 and 10.05 that refer to the Administrative Agent shall inure to the benefit of such Supplemental Agent and all references therein to the Collateral Agent shall be deemed to be references to the Collateral Agent and/or such Supplemental Agent, as the context may require.

(c) Should any instrument in writing from any Loan Party be required by any Supplemental Agent so appointed by the Administrative Agent or the Collateral Agent for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties, such Loan Party shall execute, acknowledge and deliver any and all such instruments promptly upon request by the Administrative Agent or the Collateral Agent. In case any Supplemental Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Agent, to the extent permitted by Law, shall vest in and be exercised by the Administrative Agent until the appointment of a new Supplemental Agent.

ARTICLE X.

Miscellaneous

Section 10.01 Amendments, Etc.

Except as otherwise set forth in this Agreement, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by any Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and such Loan Party and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that, no such amendment, waiver or consent shall:

(a) extend or increase the Commitment of any Lender without the written consent of each Lender holding such Commitment (it being understood that a waiver of any condition precedent or of any Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute an extension or increase of any Commitment of any Lender);

(b) postpone any date scheduled for, or reduce or forgive the amount of, any payment of principal or interest under Section 2.07 or 2.08 without the written consent of

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each Lender holding the applicable Obligation (it being understood that the waiver of (or amendment to the terms of) any mandatory prepayment of the Term Loans shall not constitute a postponement of any date scheduled for the payment of principal or interest and it being understood that any change to the definition of “Total Leverage Ratio” or in the component definitions thereof shall not constitute a reduction or forgiveness in any rate of interest);

(c) reduce or forgive the principal of, or the rate of interest specified herein on, any Loan, or L/C Borrowing, or (subject to clause (iii) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document (or change the timing of payments of such fees or other amounts) without the written consent of each Lender holding such Loan, L/C Borrowing or to whom such fee or other amount is owed (it being understood that any change to the definition of “Total Leverage Ratio” or in the component definitions thereof shall not constitute a reduction or foregiveness in any rate of interest); provided that, only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrowers to pay interest at the Default Rate;

(d) change any provision of this Section 10.01, the definition of “Required Lenders” or “Pro Rata Share” or Section 2.06(c), 2.12(a), 2.13 or 8.04 without the written consent of each Lender;

(e) other than in connection with a transaction permitted under Section 7.04 or 7.05, release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender;

(f) other than in connection with a transaction permitted under Section 7.04 or 7.05, release all or substantially all of the aggregate value of the Guarantees, without the written consent of each Lender;

(g) without the written consent of the Required Class Lenders, adversely affect the rights of a Class in respect of payments or Collateral in a manner different to the effect of such amendment, waiver or consent on any other Class; or

(h) amend the definition of “Interest Period” to allow intervals in excess of six months without the agreement of each affected Lender without the written consent of each Lender affected thereby,

and provided further that (i) no amendment, waiver or consent shall, unless in writing and signed by each L/C Issuer in addition to the Lenders required above, affect the rights or duties of an L/C Issuer under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent

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shall, unless in writing and signed by the Administrative Agent or the Collateral Agent, as applicable, in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent or the Collateral Agent, as applicable, under this Agreement or any other Loan Document; and (iv) Section 10.07(h) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender (it being understood that any Commitments or Loans held or deemed held by any Defaulting Lender shall be excluded for a vote of the Lenders hereunder requiring any consent of the Lenders).

Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrowers (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and the Revolving Credit Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. Notwithstanding the foregoing, this Agreement may be amended to adjust the borrowing mechanics related to Swing Line Loans with only the written consent of the Administrative Agent, the applicable Swing Line Lender(s) and the Borrowers so long as the obligations of the Tranche A Revolving Credit Lenders and, if applicable, the other Swing Line Lender are not affected thereby.

In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, the Borrowers and the Lenders providing the relevant Dollar Replacement Term Loans or Euro Replacement Term Loans (as defined below) to permit the refinancing of all outstanding Dollar Term Loans (“Dollar Refinanced Term Loans”) or Euro Term Loans (“Euro Refinanced Term Loans”) with a replacement Dollar term loan tranche denominated in Dollars (“Dollar Replacement Term Loans”) or Euro term loan tranche denominated in Euros (“Euro Replacement Term Loans”), respectively, hereunder; provided that (a) the aggregate principal amount of such Dollar Replacement Term Loans or Euro Replacement Term Loans shall not exceed the aggregate principal amount of such Dollar Refinanced Term Loans or Euro Refinanced Term Loans, respectively, (b) the Applicable Rate for such Dollar Replacement Term Loans or Euro Replacement Term Loans shall not be higher than the Applicable Rate for such Dollar Refinanced Term Loans or Euro Refinanced Term Loans, respectively, (c) the Weighted Average Life to Maturity of such Dollar Replacement Term Loans or Euro Replacement Term Loans shall not be shorter than the Weighted Average Life to Maturity of such Dollar Refinanced Term Loans or Euro Refinanced Term Loans, respectively, at the time of such refinancing (except to the extent of nominal amortization for periods where amortization has been eliminated as a result of prepayment of the

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applicable Term Loans) and (d) all other terms applicable to such Dollar Replacement Term Loans or Euro Replacement Term Loans shall be substantially identical to, or less favorable to the Lenders providing such Dollar Replacement Term Loans or Euro Replacement Term Loans than, those applicable to such Dollar Refinanced Term Loans or Euro Refinanced Term Loans, respectively, except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the Term Loans in effect immediately prior to such refinancing.

Notwithstanding anything to the contrary contained in Section 10.01, guarantees, collateral security documents and related documents executed by Foreign Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be, together with this Agreement, amended and waived with the consent of the Administrative Agent at the request of Nielsen without the need to obtain the consent of any other Lender if such amendment or waiver is delivered in order (i) to comply with the local Law or advice of local counsel, (ii) to cure ambiguities or defects or (iii) to cause such guarantee, collateral security document or other document to be consistent with this Agreement and the other Loan Documents.

Section 10.02 Notices and Other Communications; Facsimile Copies.

(a) General. Unless otherwise expressly provided herein, all notices and other communications provided for hereunder or under any other Loan Document shall be in writing (including by facsimile transmission). All such written notices shall be mailed, faxed or delivered to the applicable address, facsimile number or electronic mail address, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i) if to the Borrowers or the Administrative Agent, the Collateral Agent, an L/C Issuer or a Swing Line Lender, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 10.02 or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the other parties; and

(ii) if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the Borrowers and the Administrative Agent, the Collateral Agent, an L/C Issuer or a Swing Line Lender.

All such notices and other communications shall be deemed to be given or made upon the earlier to occur of (i) actual receipt by the relevant party hereto and (ii) (A) if delivered by hand or by courier, when signed for by or on behalf of the relevant party hereto; (B) if delivered by mail, four (4) Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt has been confirmed by telephone; and (D) if delivered by electronic mail

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(which form of delivery is subject to the provisions of Section 10.02(c)), when delivered; provided that notices and other communications to the Administrative Agent, the Collateral Agent, an L/C Issuer and a Swing Line Lender pursuant to Article II shall not be effective until actually received by such Person. In no event shall a voice mail message be effective as a notice, communication or confirmation hereunder.

(b) Effectiveness of Facsimile Documents and Signatures. Loan Documents may be transmitted and/or signed by facsimile. The effectiveness of any such documents and signatures shall, subject to applicable Law, have the same force and effect as manually signed originals and shall be binding on all Loan Parties, the Agents and the Lenders.

(c) Reliance by Agents and Lenders. The Administrative Agent, the Collateral Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of any Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrowers shall indemnify each Agent-Related Person and each Lender from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of any Borrower in the absence of gross negligence or willful misconduct. All telephonic notices to the Administrative Agent or Collateral Agent may be recorded by the Administrative Agent or the Collateral Agent, and each of the parties hereto hereby consents to such recording.

Section 10.03 No Waiver; Cumulative Remedies.

No failure by any Lender or the Administrative Agent or the Collateral Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.

Section 10.04 Attorney Costs and Expenses.

Each Borrower agrees (a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Collateral Agent, the Syndication Agent, the Co-Documentation Agents and the Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication and execution of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated

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hereby and thereby, including all Attorney Costs of Cahill Gordon & Reindel LLP and Linklaters LLP, and (b) to pay or reimburse the Administrative Agent, the Collateral Agent, the Syndication Agent, the Co-Documentation Agents, the Arrangers and each Lender for all out-of-pocket costs and expenses incurred in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including all respective Attorney Costs of counsel to the Administrative Agent and the Collateral Agent). The foregoing costs and expenses shall include all reasonable search, filing, recording and title insurance charges and fees related thereto, and other (reasonable, in the case of Section 10.04(a)) out-of-pocket expenses incurred by any Agent. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within ten (10) Business Days of receipt by the Borrowers of an invoice relating thereto setting forth such expenses in reasonable detail. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its sole discretion.

Section 10.05 Indemnification by the Borrowers.

Whether or not the transactions contemplated hereby are consummated, the Borrowers shall, jointly and severally, indemnify and hold harmless each Agent-Related Person, each Lender and their respective Affiliates, and directors, officers, employees, counsel, agents, trustees, investment advisors and attorneys-in-fact of each of the foregoing (collectively the “Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit, or (c) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Loan Parties or any Subsidiary, or any Environmental Liability related in any way to the Loan Parties or any Subsidiary, or (d) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided

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that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from the gross negligence or willful misconduct of such Indemnitee or of any affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee, as determined by the final judgment of a court of competent jurisdiction. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee or the Borrowers or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, any Loan Party’s directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents are consummated. All amounts due under this Section 10.05 shall be paid within ten (10) Business Days after demand therefor; provided, however, that such Indemnitee shall promptly refund such amount to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 10.05. The agreements in this Section 10.05 shall survive the resignation of the Administrative Agent or the Collateral Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

Section 10.06 Payments Set Aside.

To the extent that any payment by or on behalf of any Borrower is made to any Agent or any Lender, or any Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by such Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall, to the fullest extent possible under provisions of applicable Law, be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by any Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the applicable Overnight Rate from time to time in effect.

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Section 10.07 Successors and Assigns.

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (except as permitted by Section 7.04) and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Assignee pursuant to an assignment made in accordance with the provisions of Section 10.07(b) (such an assignee, an “Eligible Assignee”), (ii) by way of participation in accordance with the provisions of Section 10.07(e), (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.07(g) or (iv) to an SPC in accordance with the provisions of Section 10.07(h) (and any other attempted assignment or transfer by any party hereto shall be null and void) provided, in each case of any Loan to the Dutch Borrower, that the successor or assignee is a PMP (if on the date of transfer it is a requirement of Dutch law that each successor or assignee who lends to a borrower incorporated under the laws of The Netherlands is a PMP). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 10.07(e) and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)(i) Subject to the conditions set forth in paragraphs (b)(ii) and (k) below, any Lender may assign to one or more assignees (“Assignees”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this Section 10.07(b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of:

(A) Nielsen, provided that no consent of Nielsen shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default under Section 8.01(a), (f) or (g) has occurred and is continuing, any Assignee;

(B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment (i) of all or any portion of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund or (ii) to an Agent or an Affiliate of an Agent;

(C) each Principal L/C Issuer at the time of such assignment, provided that no consent of the Principal L/C Issuers shall be required for any assignment not related to Tranche A Revolving Credit Commitments or Revolving Credit Exposure or any assignment to an Agent or an Affiliate of an Agent; and

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(D) the Swing Line Lenders; provided that no consent of a Swing Line Lender shall be required for any assignment not related to Tranche A Revolving Credit Commitments or Revolving Credit Exposure or any assignment to an Agent or an Affiliate of an Agent (it being understood that the consent of ABN Amro Bank N.V. as a Swing Line Lender shall be evidenced by the consent of the other Swing Line Lender after such other Swing Line Lender confirms ABN’s desire to consent).

(ii) Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than a Dollar Amount of $2,500,000 (in the case of each Revolving Credit Loan), $1,000,000 (in the case of a Dollar Term Loan) or €1,000,000 (in the case of a Euro Term Loan), and shall be in increments of a Dollar Amount of $2,500,000 (in the case of each Revolving Credit Loan) or $1,000,000 or €1,000,000 as applicable (in the case of Term Loans), in excess thereof unless each of Nielsen and the Administrative Agent otherwise consents, provided that such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any;

(B) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds;

(C) the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and

(D) all Assignees of Loans to the Dutch Borrower shall qualify as “professional market parties” within the meaning of the Exemption Regulation dated June 26, 2002 (as amended from time to time) of the Ministry of Finance in The Netherlands, as promulgated in connection with the Dutch Banking Act.

This paragraph (b) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis among such Facilities.

(c) Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.07(d), from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the

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extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, 10.04 and 10.05 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, and the surrender by the assigning Lender of its Note, the Borrowers (at their expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause (c) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.07(e).

(d) The Administrative Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and related interest amounts) of the Loans, L/C Obligations (specifying the Unreimbursed Amounts), L/C Borrowings and the amounts due under Section 2.03, owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrowers, the Agents and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers, any Agent and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(e) Any Lender may at any time, after consultation with Nielsen, sell participations to any Person (other than a natural person) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement or the other Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that requires the affirmative vote of such Lender. Subject to Section 10.07(f), the Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender

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and had acquired its interest by assignment pursuant to Section 10.07(c) but shall not be entitled to recover greater amounts under such Sections than the selling Lender would be entitled to recover. To the extent permitted by applicable Law, each Participant also shall be entitled to the benefits of Section 10.09 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender.

(f) A Participant shall not be entitled to receive any greater payment under Section 3.01, 3.04 or 3.05 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Nielsen’s prior written consent. A Participant shall not be entitled to the benefits of Section 3.01 unless Nielsen is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 3.01 as though it were a Lender.

(g) Any Lender may, without the consent of the Borrowers or the Administrative Agent, at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(h) Notwithstanding anything to the contrary contained herein and subject to the conditions set forth in paragraph (k) below, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers (an “SPC”) the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrowers under this Agreement (including its obligations under Section 3.01, 3.04 or 3.05), (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Notwithstanding anything to the contrary contained herein, any SPC may (i) with notice to, but without prior consent of the Borrowers and the Administrative Agent and with the payment of a processing fee of $3,500, assign all or any portion of its right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or Guarantee or credit or liquidity enhancement to such SPC.

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(i) Notwithstanding anything to the contrary contained herein, without the consent of the Borrowers or the Administrative Agent, (1) any Lender may in accordance with applicable Law create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it and (2) any Lender that is a Fund may create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it to the trustee for holders of obligations owed, or securities issued, by such Fund as security for such obligations or securities; provided that unless and until such trustee actually becomes a Lender in compliance with the other provisions of this Section 10.07, (i) no such pledge shall release the pledging Lender from any of its obligations under the Loan Documents and (ii) such trustee shall not be entitled to exercise any of the rights of a Lender under the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise.

(j) Notwithstanding anything to the contrary contained herein, any L/C Issuer or Swing Line Lender may, upon thirty (30) days’ notice to Nielsen and the Lenders, resign as an L/C Issuer or Swing Line Lender, respectively; provided that on or prior to the expiration of such 30-day period with respect to such resignation, the relevant L/C Issuer or Swing Line Lender shall have identified a successor L/C Issuer or Swing Line Lender reasonably acceptable to Nielsen willing to accept its appointment as successor L/C Issuer or Swing Line Lender, as applicable. In the event of any such resignation of an L/C Issuer or Swing Line Lender, Nielsen shall be entitled to appoint from among the Lenders willing to accept such appointment a successor L/C Issuer or Swing Line Lender hereunder; provided that no failure by Nielsen to appoint any such successor shall affect the resignation of the relevant L/C Issuer or the relevant Swing Line Lender, as the case may be, except as expressly provided above. If an L/C Issuer resigns as an L/C Issuer, it shall retain all the rights and obligations of an L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If a Swing Line Lender resigns as Swing Line Lender, it shall retain all the rights of a Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans, Eurocurrency Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c).

(k) Notwithstanding sub-sections (b) and (h) above, if on the date of an assignment or transfer it is a requirement of Dutch law that each Lender, Assignee and/or SPC who lends to a borrower incorporated under the laws of The Netherlands must be a PMP, the consent of the Dutch Borrower is required for any assignment or transfer of any Loan or Commitment of the Dutch Borrower (it being agreed that such consent can only be withheld if the proposed Assignee and/or SPC is not a PMP, or the Dutch Borrower has (after having

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verified that the proposed Assignee and/or SPC is not a Verifiable PMP) reasonable grounds to believe that the proposed Assignee and/or SPC is not a PMP). The Dutch Borrower will be deemed to have given its consent ten (10) Business Days after a Lender has requested such consent unless such consent is expressly refused in writing by the Dutch Borrower on the grounds that the proposed Assignee and/or SPC is not a PMP, or the Dutch Borrower has reasonable grounds to believe (after having verified that the proposed Assignee and/or SPC is not a Verifiable PMP) that the proposed Assignee and/or SPC is not a PMP in accordance with the terms of this Agreement within that time.

Section 10.08 Confidentiality.

Each of the Agents and the Lenders agrees to maintain the confidentiality of the Information, except that Information may be disclosed (a) to its Affiliates and its and its Affiliates’ directors, officers, employees, trustees, investment advisors and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (b) to the extent requested by any Governmental Authority; (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process; (d) to any other party to this Agreement; (e) subject to an agreement containing provisions substantially the same as those of this Section 10.08 (or as may otherwise be reasonably acceptable to Nielsen), to any pledgee referred to in Section 10.07(g), counterparty to a Swap Contract, Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement; (f) with the written consent of Nielsen; (g) to the extent such Information becomes publicly available other than as a result of a breach of this Section 10.08; (h) to any Governmental Authority or examiner (including the National Association of Insurance Commissioners or any other similar organization) regulating any Lender; (i) to any rating agency when required by it (it being understood that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Information relating to Loan Parties and their Subsidiaries received by it from such Lender); or (j) in connection with the exercise of any remedies hereunder, under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement or rights hereunder or thereunder. In addition, the Agents and the Lenders may disclose the existence of this Agreement and publicly available information about this Agreement to market data collectors, similar service providers to the lending industry, and service providers to the Agents and the Lenders in connection with the administration and management of this Agreement, the other Loan Documents, the Commitments, and the Credit Extensions. For the purposes of this Section 10.08, “Information” means all information received from the Loan Parties relating to any Loan Party or any Subsidiary or its business, other than any such information that is publicly available to any Agent or any Lender prior to disclosure by any Loan Party other than as a result of a breach of this Section 10.08; provided that, in the case of information received from a Loan Party after the date hereof, such information is clearly identified at the time of delivery as confidential or is delivered pursuant to Section 6.01, 6.02 or 6.03 hereof.

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Section 10.09 Setoff.

In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Collateral Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without prior notice to the Borrowers, any such notice being waived by the Borrowers (on its own behalf and on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender and its Affiliates or the Collateral Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries against any and all Obligations owing to such Lender and its Affiliates or the Collateral Agent hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Each Lender agrees promptly to notify the Borrowers and the Administrative Agent after any such set off and application made by such Lender; provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent, the Collateral Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including other rights of setoff) that the Administrative Agent, the Collateral Agent and such Lender may have.

Section 10.10 Interest Rate Limitation.

Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If any Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the applicable Borrower. In determining whether the interest contracted for, charged, or received by an Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

Section 10.11 Counterparts.

This Agreement and each other Loan Document may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier of an executed counterpart of a signature page to this Agreement and each other Loan Document shall be effective as delivery of an

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original executed counterpart of this Agreement and such other Loan Document. The Agents may also require that any such documents and signatures delivered by telecopier be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier.

Section 10.12 Integration.

This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict between the provisions of this Agreement and those of any other Loan Document (other than any Loan Documents expressly governed by the laws of The Netherlands), the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Agents or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.

Section 10.13 Survival of Representations and Warranties.

All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by each Agent and each Lender, regardless of any investigation made by any Agent or any Lender or on their behalf and notwithstanding that any Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

Section 10.14 Severability.

If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 10.15 GOVERNING LAW.

THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT (OTHER THAN ANY LOAN DOCUMENTS EXPRESSLY GOVERNED BY THE LAWS OF THE NETHERLANDS) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

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(a) ANY LEGAL ACTION OR PROCEEDING ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH LOAN PARTY, EACH AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH LOAN PARTY, EACH AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS IN THE MANNER PROVIDED FOR NOTICES (OTHER THAN TELECOPIER) IN SECTION 10.02. NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

Section 10.16 WAIVER OF RIGHT TO TRIAL BY JURY.

EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 10.16 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Section 10.17 Binding Effect.

This Agreement shall become effective when it shall have been executed by the Loan Parties and the Administrative Agent shall have been notified by each Lender, the Swing Line

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Lenders and L/C Issuer that each such Lender, Swing Line Lender and L/C Issuer has executed it and thereafter shall be binding upon and inure to the benefit of the Loan Parties, each Agent and each Lender and their respective successors and assigns, in each case in accordance with Section 10.07 (if applicable) and except that no Loan Party shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders except as permitted by Section 7.04.

Section 10.18 Judgment Currency.

If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of each Borrower in respect of any such sum due from it to the Administrative Agent, the Collateral Agent or the Lenders hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent or the Collateral Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or the Collateral Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent or the Collateral Agent from the Borrowers in the Agreement Currency, each Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Collateral Agent or the Person to whom such obligation was owing against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent or the Collateral Agent in such currency, the Administrative Agent or the Collateral Agent agrees to return the amount of any excess to the applicable Borrower (or to any other Person who may be entitled thereto under applicable Law).

Section 10.19 Lender Action.

Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy against any Loan Party or any other obligor under any of the Loan Documents or the Secured Hedge Agreements (including the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral or any other property of any such Loan Party, without the prior written consent of the Administrative Agent. The provision of this Section 10.19 are for the sole benefit of the Lenders and shall not afford any right to, or constitute a defense available to, any Loan Party.

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Section 10.20 USA Patriot Act.

Each Lender that is subject to the USA Patriot Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrowers that pursuant to the requirements of the USA Patriot Act, it is required to obtain, verify and record information that identifies the Borrowers, which information includes the name, address and tax identification number of each Borrower and other information regarding such Borrower that will allow such Lender or the Administrative Agent, as applicable, to identify such Borrower in accordance with the USA Patriot Act. This notice is given in accordance with the requirements of the USA Patriot Act and is effective as to the Lenders and the Administrative Agent.

Section 10.21 Agent for Service of Process.

Each Foreign Subsidiary that is a Loan Party or for whose account a Letter of Credit is issued agrees that promptly following request by the Administrative Agent it will appoint and maintain an agent reasonably satisfactory to the Administrative Agent to receive service of process in New York City and the Loan Parties agree to cause the same to occur.

Section 10.22 PMP Representations.

(a) Each Lender to the Dutch Borrower which is a party to this Agreement on the date hereof represents and warrants to the Dutch Borrower that (i) it is a PMP and (ii) it is aware that it does not benefit from the (creditor) protection offered by the Dutch Banking Act when lending monies to persons or entities which are subject to the prohibition of Section 82 of the Dutch Banking Act.

(b) If on the date on which an Assignee and/or a SPC and/or a successor to a Lender becomes a Lender to the Dutch Borrower, it is a requirement of Dutch law that such Assignee and/or SPC and/or successor is a PMP, each Assignee and/or SPC and/or successor represents and warrants to the Dutch Borrower on the date on which it becomes a party to this Agreement as a Lender that it is a PMP.

(c) Each such Lender to the Dutch Borrower, Assignee and/or SPC and/or successor acknowledges that the Dutch Borrower has relied upon the representations and warranties in this Section 10.22.

ARTICLE XI.

Guarantee

Section 11.01 The Guarantee.

Each Guarantor hereby jointly and severally with the other Guarantors guarantees, as a primary obligor and not as a surety to each Secured Party and their respective successors and assigns, the prompt payment in full when due (whether at stated maturity, by required

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prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of (i) the Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code and (ii) any other Debtor Relief Laws) on the Loans made by the Lenders to, and the Notes held by each Lender of, any Borrower (other than such Guarantor), and all other Obligations from time to time owing to the Secured Parties by any Loan Party under any Loan Document or any Secured Hedge Agreement or any Treasury Services Agreement, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby jointly and severally agree that if the Borrowers or other Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

Section 11.02 Obligations Unconditional.

The obligations of the Guarantors under Section 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Borrowers under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:

(i) at any time or from time to time, without notice to the Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;

(ii) any of the acts mentioned in any of the provisions of this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted;

(iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be amended in any respect, or any right under the Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with;

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(iv) any Lien or security interest granted to, or in favor of, an L/C Issuer or any Lender or Agent as security for any of the Guaranteed Obligations shall fail to be perfected; or

(v) the release of any other Guarantor pursuant to Section 11.09.

The Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or remedy or proceed against Borrowers under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between Borrowers and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against Borrowers or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Lenders, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.

Section 11.03 Reinstatement.

The obligations of the Guarantors under this Article XI shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrowers or other Loan Party in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise.

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Section 11.04 Subrogation; Subordination.

Each Guarantor hereby agrees that until the payment and satisfaction in full in cash of all Guaranteed Obligations and the expiration and termination of the Commitments of the Lenders under this Agreement it shall waive any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 11.01, whether by subrogation or otherwise, against any Borrower or any other Guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. Any Indebtedness of any Loan Party permitted pursuant to Section 7.03(b)(ii) or 7.03(d) shall be subordinated to such Loan Party’s Obligations in the manner set forth in the Intercompany Note evidencing such Indebtedness.

Section 11.05 Remedies.

The Guarantors jointly and severally agree that, as between the Guarantors and the Lenders, the obligations of the Borrowers under this Agreement and the Notes, if any, may be declared to be forthwith due and payable as provided in Section 8.02(a) (and shall be deemed to have become automatically due and payable in the circumstances provided in Section 8.02(a)) for purposes of Section 11.01, notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against the Borrowers and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by the Borrowers) shall forthwith become due and payable by the Guarantors for purposes of Section 11.01.

Section 11.06 Instrument for the Payment of Money.

Each Guarantor hereby acknowledges that the guarantee in this Article XI constitutes an instrument for the payment of money, and consents and agrees that any Lender or Agent, at its sole option, in the event of a dispute by such Guarantor in the payment of any moneys due hereunder, shall have the right to bring a motion-action under New York CPLR Section 3213.

Section 11.07 Continuing Guarantee.

The guarantee in this Article XI is a continuing guarantee of payment, and shall apply to all Guaranteed Obligations whenever arising.

Section 11.08 General Limitation on Guarantee Obligations.

In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 11.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the

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amount of its liability under Section 11.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other person, be automatically limited and reduced to the highest amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

Section 11.09 Release of Guarantors.

If, in compliance with the terms and provisions of the Loan Documents, all or substantially all of the Equity Interests or property of any Guarantor are sold or otherwise transferred (a “Transferred Guarantor”) to a person or persons, none of which is a Loan Party, such Transferred Guarantor shall, upon the consummation of such sale or transfer, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and, in the case of a sale of all or substantially all of the Equity Interests of the Transferred Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrowers shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Collateral Agent shall take such actions as are necessary to effect each release described in this Section 11.09 in accordance with the relevant provisions of the Collateral Documents.

Section 11.10 Right of Contribution.

Each Guarantor hereby agrees that to the extent that a Subsidiary Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Subsidiary Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder which has not paid its proportionate share of such payment. Each Subsidiary Guarantor’s right of contribution shall be subject to the terms and conditions of Section 11.04. The provisions of this Section 11.10 shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the Administrative Agent, the L/C Issuer, the Swing Line Lenders and the Lenders, and each Subsidiary Guarantor shall remain liable to the Administrative Agent, the L/C Issuer, the Swing Line Lenders and the Lenders for the full amount guaranteed by such Subsidiary Guarantor hereunder.

Section 11.11 Certain Dutch Matters.

Any obligation, guarantee or undertaking granted or assumed by a Person incorporated or organized under the laws of The Netherlands pursuant to this Agreement (including but not limited to this Article XI) or any other Loan Document shall be deemed not to be undertaken or incurred by such Person to the extent that the same would constitute unlawful financial

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assistance within the meaning of Section 2:207(c) or 2:98(c) of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Agreement and the other Loan Documents shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Persons incorporated under the laws of The Netherlands will continue to guarantee and secure all such obligations which, if included, do not constitute a violation of the Prohibition.

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

NIELSEN FINANCE LLC
By:	/s/ Authorized Signatory
Name:
Title:
VNU HOLDING AND FINANCE B.V.
By:	/s/ Authorized Signatory
Name:
Title:
VNU, INC.
By:	/s/ Authorized Signatory
Name:
Title:
GUARANTORS
By:	/s/ Authorized Signatories
Name:
Title:
For the purpose of the Dutch Banking Act, each Lender to the Dutch Borrower expressly confirms the representations given by it in Section 10.22

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CITIBANK, N.A., as Administrative Agent, Collateral Agent and as a Lender, an L/C Issuer and the Swing Line Lender
By:	/s/ Authorized Signatory
Name:
Title:
DEUTSCHE BANK SECURITIES INC., as Syndication Agent
By:	/s/ Authorized Signatory
Name:
Title:
By:	/s/ Authorized Signatory
Name:
Title:
JPMORGAN CHASE BANK, N.A., as Co-Documentation Agent
By:	/s/ Authorized Signatory
Name:
Title:
ABN AMRO BANK N.V., as Co-Documentation Agent, an L/C Issuer and a Swing Line Lender
By:	/s/ Authorized Signatory
Name:
Title:
By:	/s/ Authorized Signatory
Name:
Title:

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ING BANK N.V., as Co-Documentation Agent
By:	/s/ Authorized Signatory
Name:
Title:
By:	/s/ Authorized Signatory
Name:
Title:

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EX-4.1(B)

Exhibit 4.1(b)

SECURITY AGREEMENT

dated as of

August 9, 2006

among

NIELSEN FINANCE LLC,

THE OTHER GRANTORS IDENTIFIED HEREIN

and

CITIBANK, N.A.,

as Collateral Agent

TABLE OF CONTENTS

ARTICLE I Definitions		1
SECTION 1.01.	Credit Agreement	1
SECTION 1.02.	Other Defined Terms	1
ARTICLE II Pledge of Securities		3
SECTION 2.01.	Pledge	3
SECTION 2.02.	Delivery of the Pledged Collateral	4
SECTION 2.03.	Representations, Warranties and Covenants	5
SECTION 2.04.	Certification of Limited Liability Company and Limited Partnership Interests	6
SECTION 2.05.	Registration in Nominee Name; Denominations	6
SECTION 2.06.	Voting Rights; Dividends and Interest	7
ARTICLE III Security Interests in Personal Property		9
SECTION 3.01.	Security Interest	9
SECTION 3.02.	Representations and Warranties	11
SECTION 3.03.	Covenants	12
SECTION 3.04.	Other Actions	13
ARTICLE IV Remedies		14
SECTION 4.01.	Remedies Upon Default	14
SECTION 4.02.	Application of Proceeds	16
ARTICLE V Indemnity, Subrogation and Subordination		17
SECTION 5.01.	Indemnity	17
SECTION 5.02.	Contribution and Subrogation	17
SECTION 5.03.	Subordination	18
ARTICLE VI Miscellaneous		18
SECTION 6.01.	Notices	18
SECTION 6.02.	Waivers; Amendment	18
SECTION 6.03.	Collateral Agent’s Fees and Expenses; Indemnification	19
SECTION 6.04.	Successors and Assigns	19
SECTION 6.05.	Survival of Agreement	19
SECTION 6.06.	Counterparts; Effectiveness; Several Agreement	20

SECTION 6.07.	Severability	20
SECTION 6.08.	Right of Set-Off	20
SECTION 6.09.	Governing Law; Jurisdiction; Consent to Service of Process	21
SECTION 6.10.	WAIVER OF JURY TRIAL	21
SECTION 6.11.	Headings	22
SECTION 6.12.	Security Interest Absolute	22
SECTION 6.13.	Termination or Release	22
SECTION 6.14.	Additional Restricted Subsidiaries	22
SECTION 6.15.	Collateral Agent Appointed Attorney-in-Fact	23
SECTION 6.16.	General Authority of the Collateral Agent	24
SECTION 6.17.	Miscellaneous	24

Schedules
Schedule I	Pledged Equity; Pledged Debt
Exhibits
Exhibit I	Form of Security Agreement Supplement

SECURITY AGREEMENT dated as of August 9, 2006 among NIELSEN FINANCE LLC (the “U.S. Borrower”), the other Grantors identified herein and who become a party hereto from time to time and CITIBANK, N.A., as Collateral Agent for the Secured Parties (as defined below).

Reference is made to the Credit Agreement dated as of August 9, 2006 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the U.S. Borrower, VNU Holding and Finance B.V., VNU, Inc., the Guarantors party thereto from time to time, the lenders and other parties thereto from time to time and Citibank, N.A., as Administrative Agent. The Lenders have agreed to extend credit to the Borrowers subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. The Guarantors are affiliates of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant to the Credit Agreement and are willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Credit Agreement. (a) Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Credit Agreement. All terms defined in the New York UCC (as defined herein) and not defined in this Agreement have the meanings specified therein; the term “instrument” shall have the meaning specified in Article 9 of the New York UCC.

(b) The rules of construction specified in Article I of the Credit Agreement also apply to this Agreement.

SECTION 1.02. Other Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“Account Debtor” means any Person who is or who may become obligated to any Grantor under, with respect to or on account of an Account.

“Accounts” has the meaning specified in Article 9 of the New York UCC; provided that such term shall not include accounts receivable sold pursuant to any Permitted Receivables Financing.

“Agreement” means this Security Agreement.

“Article 9 Collateral” has the meaning assigned to such term in Section 3.01(a).

“Claiming Party” has the meaning assigned to such term in Section 5.02.

“Collateral” means the Article 9 Collateral and the Pledged Collateral.

“Contributing Party” has the meaning assigned to such term in Section 5.02.

“Credit Agreement” has the meaning assigned to such term in the preliminary statement of this Agreement.

“General Intangibles” has the meaning specified in Article 9 of the New York UCC, and shall include corporate or other business records, indemnification claims, contract rights (including rights under leases, whether entered into as lessor or lessee, Swap Contracts and other agreements), goodwill, registrations, franchises, tax refund claims and any letter of credit, guarantee, claim, security interest or other security held by or granted to any Grantor, as the case may be, to secure payment by an Account Debtor of any of the Accounts; provided that such term shall not include any intellectual property and related assets subject to the Intellectual Property Security Agreement between certain of the Grantors and the Collateral Agent dated the date hereof.

“Grantor” means each of the U.S. Borrower, each Guarantor that is a party hereto, and each Guarantor that is a Domestic Subsidiary that becomes a party to this Agreement after the Closing Date; provided, that notwithstanding anything to the contrary in this Agreement, (i) the Third Party Pledgor is a party to this Agreement and a Grantor hereunder solely for the purpose of granting a security interest in the Equity Interests of VNU, Inc., ACN Holdings, Inc. and Decisions Made Easy, Inc. (and shall not be deemed a “Grantor” for purposes of Article III hereunder other than with respect to items described in clause (xi) thereof with respect to such Equity Interests), (ii) the grant of a security interest by the Third Party Pledgor pursuant to this Agreement shall extend only to the Pledged Equity and items described in clause (xi) of Article III hereunder with respect to such Equity Interests of VNU, Inc., ACN Holdings, Inc. and Decisions Made Easy, Inc., as the case may be, and shall not extend to, and the Collateral pledged by the Third Party Pledgor shall not include, any other assets directly owned by such Third Party Pledgor, and (iii) the Third Party Pledgor shall not be subject to any representations, warranties or covenants contained herein, except to the extent directly applicable to such Pledged Equity.

“New York UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York.

“Pledged Collateral” has the meaning assigned to such term in Section 2.01.

“Pledged Debt” has the meaning assigned to such term in Section 2.01.

“Pledged Equity” has the meaning assigned to such term in Section 2.01.

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“Pledged Securities” means any promissory notes, stock certificates or other securities now or hereafter included in the Pledged Collateral, including all certificates, instruments or other documents representing or evidencing any Pledged Collateral.

“Secured Obligations” means the “Obligations” as defined in the Credit Agreement.

“Secured Parties” means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, the Hedge Banks, the Supplemental Agents and each co-agent or sub-agent appointed by the Administrative Agent or the Collateral Agent from time to time pursuant to Section 9.02 of the Credit Agreement.

“Security Agreement Supplement” means an instrument in the form of Exhibit I hereto.

“Security Interest” has the meaning assigned to such term in Section 3.01(a).

“Third Party Pledgor” means VNU International B.V., a private company organized under the laws of The Netherlands, having its corporate seat in Haarlem, The Netherlands.

“U.S. Borrower” has the meaning assigned to such term in the preliminary statement of this Agreement.

ARTICLE II

Pledge of Securities

SECTION 2.01. Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranties, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (i) all Equity Interests held by it and listed on Schedule I and any other Equity Interests obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (A) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary of a Domestic Subsidiary, (B) Equity Interests of any Subsidiary of a Foreign Subsidiary, (C) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(t) of the Credit Agreement if and so long as the terms of such Indebtedness prohibit the creation of a Lien in favor of the Collateral Agent for the benefit of the Secured Parties on such Equity Interests, (D) Equity Interests of any Person that is not a direct or indirect, wholly owned Subsidiary of the Company, to the extent such pledge is prohibited by law or contract, (E) Equity Interests of any Subsidiary with respect to which the Administrative Agent determines (with an

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acknowledgement to the U.S. Borrower) that the costs or other consequences (including adverse tax consequences) of providing a pledge of its Equity Interests is excessive in view of the benefits to be obtained by the Lenders, (F) any Equity Interests to the extent that, as of the Closing Date, and for so long as, such a pledge of such Equity Interests would violate law, or, with respect to Equity Interests of a Foreign Subsidiary, a contractual obligation binding on or relating to such Equity Interests, and (G) any Equity Interests held by the Third Party Pledgor at any time other than Equity Interests in VNU, Inc., ACN Holdings, Inc. and Decisions Made Easy, Inc.; (ii)(A) the debt securities owned by it and listed opposite the name of such Grantor on Schedule I, (B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt”); (iii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01; (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (i) and (ii) above; (v) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iv) above; and (vi) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Pledged Collateral”).

TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

SECTION 2.02. Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent, for the benefit of the Secured Parties, any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.02.

(b) Each Grantor will cause any Indebtedness for borrowed money having an aggregate principal amount in excess of $10,000,000 owed to such Grantor by any Person to be evidenced by a duly executed promissory note that is pledged and delivered to the Collateral Agent, for the benefit of the applicable Secured Parties, pursuant to the terms hereof.

(c) Upon delivery to the Collateral Agent, (i) any Pledged Securities shall be accompanied by stock powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule

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shall be attached hereto as Schedule I and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

SECTION 2.03. Representations, Warranties and Covenants. The U.S. Borrower represents and warrants, as to itself and the other Grantors, to and with the Collateral Agent, for the benefit of the Secured Parties, that:

(a) Schedule I correctly sets forth the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity and includes all material Equity Interests, debt securities and promissory notes required to be pledged hereunder pursuant to the Credit Agreement;

(b) the Pledged Equity and Pledged Debt (solely with respect to Pledged Equity and Pledged Debt issued by a Person other than VNUHF or a Subsidiary of VNUHF, to the best of the U.S. Borrower’s knowledge) have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity, are fully paid and nonassessable and (ii) in the case of Pledged Debt (solely with respect to Pledged Debt issued by a Person other than VNUHF or a Subsidiary of VNUHF, to the best of the U.S. Borrower’s knowledge), are legal, valid and binding obligations of the issuers thereof;

(c) except for the security interests granted hereunder, each of the Grantors (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule I as owned by such Grantors, (ii) holds the same free and clear of all Liens, other than (A) Liens created by the Collateral Documents and (B) Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than (A) Liens created by the Collateral Documents and (B) Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement, and (iv) will defend its title or interest thereto or therein against any and all Liens (other than the Liens permitted pursuant to this Section 2.03(c)), however, arising, of all Persons whomsoever;

(d) except for restrictions and limitations imposed by the Loan Documents or securities laws generally or laws, rules or regulations governing the pledge of Equity Interests of Foreign Subsidiaries, the Pledged Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter or by-law provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner material and adverse to the Secured Parties the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Collateral Agent of rights and remedies hereunder;

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(e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated;

(f) no consent or approval of any Governmental Authority, any securities exchange or any other Person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect and other than with respect to any laws, rules or regulations governing the pledge of Equity Interests of Foreign Subsidiaries);

(g) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities (other than Equity Interests of any Foreign Subsidiary) are delivered to the Collateral Agent in accordance with this Agreement, the Collateral Agent will obtain a legal, valid and perfected lien upon and security interest in such Pledged Securities as security for the payment and performance of the Secured Obligations; and

(h) the pledge effected hereby is effective to vest in the Collateral Agent, for the benefit of the Secured Parties, the rights of the Collateral Agent in the Pledged Collateral as set forth herein.

SECTION 2.04. Certification of Limited Liability Company and Limited Partnership Interests. (a) Each interest in any limited liability company or limited partnership controlled by any Grantor, pledged under Section 2.01 and represented by a certificate, shall be a “security” within the meaning of Article 8 of the New York UCC and shall be governed by Article 8 of the New York UCC, and each such interest shall at all times hereafter be represented by a certificate.

(b) Each interest in any limited liability company or limited partnership controlled by any Grantor, pledged under Section 2.01 and not represented by a certificate shall not be a “security” within the meaning of Article 8 of the New York UCC and shall not be governed by Article 8 of the New York UCC, and the Grantors shall at no time elect to treat any such interest as a “security” within the meaning of Article 8 of the New York UCC or issue any certificate representing such interest, unless the applicable Grantor provides prior written notification to the Administrative Agent of such election and immediately delivers any such certificate to the Administrative Agent pursuant to the terms hereof.

SECTION 2.05. Registration in Nominee Name; Denominations. If an Event of Default shall occur and be continuing and the Collateral Agent shall give the U.S. Borrower notice of its intent to exercise such rights, (a) the Collateral Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Collateral Agent and each Grantor will promptly give to the

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Collateral Agent copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Grantor and (b) the Collateral Agent shall have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement.

SECTION 2.06. Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and the Collateral Agent shall have notified the U.S. Borrower that the rights of the Grantors under this Section 2.06 are being suspended:

(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Collateral Agent or the other Secured Parties under this Agreement, the Credit Agreement, any other Loan Document or the ability of the Secured Parties to exercise the same.

(ii) The Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.

(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Credit Agreement, the other Loan Documents and applicable Laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Collateral Agent and the Secured Parties and shall be forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent).

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(b) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified the U.S. Borrower of the suspension of the rights of the Grantors under paragraph (a)(iii) of this Section 2.06, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived, the Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that remain in such account.

(c) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified the U.S. Borrower of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by the Required Lenders, the Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) above.

(d) Any notice given by the Collateral Agent to the U.S. Borrower suspending the rights of the Grantors under paragraph (a) of this Section 2.06 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) in part without suspending all such rights (as specified by the Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.

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ARTICLE III

Security Interests in Personal Property

SECTION 3.01. Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):

(i) all Accounts;

(ii) all Chattel Paper;

(iii) all Documents;

(iv) all Letters of Credit and Letter-of-Credit Rights;

(v) all Equipment;

(vi) all General Intangibles;

(vii) all Instruments;

(viii) all Inventory;

(ix) all Investment Property;

(x) all books and records pertaining to the Article 9 Collateral;

(xi) all Money and Deposit Accounts; and

(xii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing;

provided, that notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in (and the term “Collateral” shall not include) (A) any vehicle covered by a certificate of title or ownership, (B) any Equity Interest excluded from the pledge made pursuant to Article II hereunder pursuant to clauses (A) through (G) of Section 2.01, (C) any asset with respect to which the Administrative Agent determines (with an acknowledgement to the U.S. Borrower) that the costs or other consequences (including adverse tax consequences) of providing a security interest in such asset is excessive in view of the benefits to be obtained by the

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Lenders, (D) any Equipment owned by any Grantor that is subject to a purchase money lien or a Capitalized Lease permitted by the Credit Agreement if the contract or other agreement in which such Encumbrance is granted (or the documentation providing for such Capitalized Lease) prohibits or requires the consent of any person other than the U.S. Borrower or any Subsidiary as a condition to the creation of any other security interest on such Equipment, (E) any assets with respect to which a security interest is not required to be granted under Section 6.11 of the Credit Agreement by reason of the second sentence of Section 6.11(b) or of Section 6.11(d) of the Credit Agreement, (F) any Letter of Credit or Letter of Credit Rights to the extent any Grantor is required by applicable law to apply the proceeds of a drawing of such Letter of Credit for a specified purpose, or (G) any General Intangible, Investment Property or rights of a Grantor arising under any contract, lease, instrument, license or other document if (but only to the extent that) the grant of a security interest therein would (x) constitute a violation of a valid and enforceable restriction in respect of such General Intangible, Investment Property or other such rights in favor of a third party or under any law, regulation, permit, order or decree of any Governmental Authority, unless and until all required consents shall have been obtained (for the avoidance of doubt, the restrictions described herein shall not include negative pledges or similar undertakings in favor of a lender or other financial counterparty) or (y) expressly give any other party in respect of any such contract, lease, instrument, license or other document, the right to terminate its obligations thereunder, provided however, that the limitation set forth in clause (G) above shall not affect, limit, restrict or impair the grant by a Grantor of a security interest pursuant to this Agreement in any such Collateral to the extent that an otherwise applicable prohibition or restriction on such grant is rendered ineffective by any applicable law, including the UCC. Each Grantor shall, if requested to do so by the Administrative Agent or the Collateral Agent, use commercially reasonably efforts to obtain any such required consent that is reasonably obtainable with respect to Collateral which the Administrative Agent or the Collateral Agent reasonably determines to be material.

(b) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that (i) indicate the Collateral as all assets of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request.

(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.

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SECTION 3.02. Representations and Warranties. The U.S. Borrower represents and warrants, as to itself and the other Grantors, to the Collateral Agent and the Secured Parties that:

(a) Each Grantor has good and valid rights in and title to the Article 9 Collateral with respect to which it has purported to grant a Security Interest hereunder and has full power and authority to grant to the Collateral Agent the Security Interest in such Article 9 Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval that has been obtained.

(b) The Perfection Certificate has been duly prepared, completed and executed and the information set forth therein, including the exact legal name of each Grantor, is correct and complete in all material repects as of the Closing Date. The Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations prepared by the Collateral Agent based upon the information provided to the Collateral Agent in the Perfection Certificate for filing in each governmental, municipal or other office specified in the Perfection Certificate, are all the filings, recordings and registrations that are necessary to establish a legal, valid and perfected security interest in favor of the Collateral Agent (for the benefit of the Secured Parties) in respect of all Article 9 Collateral in which the Security Interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary in any such jurisdiction, except as provided under applicable law with respect to the filing of continuation statements.

(c) The Security Interest constitutes (i) a legal and valid security interest in all the Article 9 Collateral securing the payment and performance of the Secured Obligations and (ii) subject to the filings described in Section 3.02(b), a perfected security interest in all Article 9 Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the Uniform Commercial Code. The Security Interest is and shall be prior to any other Lien on any of the Article 9 Collateral, other than Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement.

(d) The Article 9 Collateral is owned by the Grantors free and clear of any Lien, except for Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement. None of the Grantors has filed or consented to the filing of (i) any financing statement or analogous document under the Uniform Commercial Code or any other applicable laws covering any Article 9 Collateral or (ii) any assignment in which any Grantor assigns any Article 9 Collateral or any security agreement or similar instrument covering any Article 9 Collateral with any

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foreign governmental, municipal or other office, which financing statement or analogous document, assignment, security agreement or similar instrument is still in effect, except, in each case, for Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement.

SECTION 3.03. Covenants. (a) The U.S. Borrower agrees promptly to notify the Collateral Agent in writing of any change (i) in legal name of any Grantor, (ii) in the identity or type of organization or corporate structure of any Grantor, or (iii) in the jurisdiction of organization of any Grantor.

(b) Each Grantor shall, at its own expense, take any and all commercially reasonable actions necessary to defend title to the Article 9 Collateral against all Persons and to defend the Security Interest of the Collateral Agent in the Article 9 Collateral and the priority thereof against any Lien not expressly permitted pursuant to Section 7.01 of the Credit Agreement.

(c) The U.S. Borrower agrees, on its own behalf and on behalf of each other Grantor, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all such actions as the Collateral Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Security Interest and the rights and remedies created hereby, including the payment of any fees and taxes required in connection with the execution and delivery of this Agreement, the granting of the Security Interest and the filing of any financing statements (including fixture filings) or other documents in connection herewith or therewith.

(d) At its option, the Collateral Agent may discharge past due taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Article 9 Collateral and not permitted pursuant to Section 7.01 of the Credit Agreement, and may pay for the maintenance and preservation of the Article 9 Collateral to the extent any Grantor fails to do so as required by the Credit Agreement or this Agreement and within a reasonable period of time after the Collateral Agent has requested that it do so, and each Grantor jointly and severally agrees to reimburse the Collateral Agent within 10 days after demand for any payment made or any reasonable expense incurred by the Collateral Agent pursuant to the foregoing authorization. Nothing in this paragraph shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on the Collateral Agent or any Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the other Loan Documents.

(e) Each Grantor (rather than the Collateral Agent or any Secured Party) shall remain liable (as between itself and any relevant counterparty) to observe and perform all the conditions and obligations to be observed and performed by it under each contract, agreement or instrument relating to the Article 9 Collateral, all in accordance with the terms and conditions thereof, and each Grantor jointly and severally agrees to indemnify and hold harmless the Collateral Agent and the Secured Parties from and against any and all liability for such performance.

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SECTION 3.04. Other Actions. In order to further insure the attachment, perfection and priority of, and the ability of the Collateral Agent to enforce, the Security Interest, each Grantor agrees, in each case at such Grantor’s own expense, to take the following actions with respect to the following Article 9 Collateral:

(a) Instruments. If any Grantor shall at any time hold or acquire any Instruments constituting Collateral and evidencing an amount in excess of $10,000,000, such Grantor shall forthwith endorse, assign and deliver the same to the Collateral Agent for the benefit of the applicable Secured Parties, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably request.

(b) Investment Property. Except to the extent otherwise provided in Article II, if any Grantor shall at any time hold or acquire any certificated securities, such Grantor shall forthwith endorse, assign and deliver the same to the Collateral Agent for the benefit of the applicable Secured Parties, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably request. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly notify the Collateral Agent thereof and, at the Collateral Agent’s reasonable request, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property are held by any Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Collateral Agent’s request following the occurrence of an Event of Default, such Grantor shall immediately notify the Collateral Agent thereof and at the Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent shall either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Collateral Agent to such securities intermediary as to such security entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of financial assets or other Investment Property held through a securities intermediary, arrange for the Collateral Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Agent agrees with

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each of the Grantors that the Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Collateral Agent is the securities intermediary.

(c) Commercial Tort Claims. If any Grantor shall at any time hold or acquire a Commercial Tort Claim in an amount reasonably estimated by such Grantor to exceed $10,000,000 and for which a complaint in a court of competent jurisdiction has been filed (or with respect to which such Grantor’s affirmative intent to file such a complaint or to settle the claim absent court proceeding has been documented in writing to the obligor of such claim), the Grantor shall promptly notify the Collateral Agent thereof in a writing signed by such Grantor including a summary description of such claim and grant to the Collateral Agent, for the benefit of the Secured Parties, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to the Collateral Agent.

(d) Letter-of-Credit Rights. If any Grantor is at any time a beneficiary under a Letter of Credit now or hereafter issued, such Grantor shall promptly notify the Collateral Agent thereof and such Grantor shall, at the request of the Collateral Agent, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) arrange for the issuer and any confirmer of such Letter of Credit to consent to an assignment to the Collateral Agent of the proceeds of any drawing under the Letter of Credit or (ii) arrange for the Collateral Agent to become the transferee beneficiary of such Letter of Credit, with the Collateral Agent agreeing, in each case, that, during the continuance of an Event of Default, upon the Collateral Agent’s election, the proceeds of any drawing under the Letter of Credit are to be applied as provided in the Credit Agreement. The actions in the preceding sentence shall not be required to the extent that the amount of any such Letter of Credit does not exceed $10,000,000.

ARTICLE IV

Remedies

SECTION 4.01. Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, it is agreed that the Collateral Agent shall have the right to exercise any and all rights afforded to a secured party with respect to the Secured Obligations under the Uniform Commercial Code or other applicable law and also may (i) require each Grantor to, and each Grantor agrees that it will at its expense and upon request of the Collateral Agent forthwith, assemble all or part of the Collateral as directed by the Collateral Agent and make it available to the Collateral Agent at a place and time to be designated by the Collateral Agent that is reasonably convenient to

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both parties; (ii) occupy any premises owned or, to the extent lawful and permitted, leased by any of the Grantors where the Collateral or any part thereof is assembled or located for a reasonable period in order to effectuate its rights and remedies hereunder or under law, without obligation to such Grantor in respect of such occupation; provided that the Collateral Agent shall provide the applicable Grantor with notice thereof prior to or promptly after such occupancy; (iii) exercise any and all rights and remedies of any of the Grantors under or in connection with the Collateral, or otherwise in respect of the Collateral; provided that the Collateral Agent shall provide the applicable Grantor with notice thereof prior to or promptly after such exercise; and (iv) subject to the mandatory requirements of applicable law and the notice requirements described below, sell or otherwise dispose of all or any part of the Collateral securing the Secured Obligations at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any sale of Collateral shall hold the property sold absolutely, free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.

The Collateral Agent shall give the applicable Grantors 10 days’ written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold

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again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to such Secured Party from any Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions.

Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor’s true and lawful agent (and attorney-in-fact) during the continuance of an Event of Default and after notice to the U.S. Borrower of its intent to exercise such rights, for the purpose of (i) making, settling and adjusting claims in respect of Article 9 Collateral under policies of insurance, endorsing the name of such Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies if insurance, (ii) making all determinations and decisions with respect thereto and (iii) obtaining or maintaining the policies of insurance required by Section 6.07 of the Credit Agreement or to pay any premium in whole or in part relating thereto. All sums disbursed by the Collateral Agent in connection with this paragraph, including reasonable attorneys’ fees, court costs, expenses and other charges relating thereto, shall be payable, within 10 days of demand, by the Grantors to the Collateral Agent and shall be additional Secured Obligations secured hereby.

SECTION 4.02. Application of Proceeds. (a) The Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, in the order provided for in Section 8.04 of the Credit Agreement.

The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or

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purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

(b) In making the determination and allocations required by this Section 4.02, the Collateral Agent may conclusively rely upon information supplied by the Administrative Agent as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Secured Obligations, and the Collateral Agent shall have no liability to any of the Secured Parties for actions taken in reliance on such information, provided that nothing in this sentence shall prevent any Grantor from contesting any amounts claimed by any Secured Party in any information so supplied. All distributions made by the Collateral Agent pursuant to this Section 4.02 shall be (subject to any decree of any court of competent jurisdiction) final (absent manifest error), and the Collateral Agent shall have no duty to inquire as to the application by the Administrative Agent of any amounts distributed to it.

ARTICLE V

Indemnity, Subrogation and Subordination

SECTION 5.01. Indemnity. In addition to all such rights of indemnity and subrogation as the Grantors may have under applicable law (but subject to Section 5.03), the U.S. Borrower agrees that, in the event any assets of any Grantor shall be sold pursuant to this Agreement or any other Collateral Document to satisfy in whole or in part an obligation owed to any Secured Party, the U.S. Borrower shall indemnify such Grantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

SECTION 5.02. Contribution and Subrogation. Each Grantor other than the U.S. Borrower (a “Contributing Party”) agrees (subject to Section 5.03) that, in the event assets of any other Grantor other than the U.S. Borrower shall be sold pursuant to any Collateral Document to satisfy any Secured Obligation owed to any Secured Party and such other Grantor (the “Claiming Party”) shall not have been fully indemnified by the U.S. Borrower as provided in Section 5.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the greater of the book value or the fair market value of such assets, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties together with the net worth of the Claiming Party on the date hereof (or, in the case of any Grantor becoming a party hereto pursuant to Section 6.14, the date of the Security Agreement Supplement hereto executed and delivered by such Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 5.02 shall be subrogated to the rights of such Claiming Party to the extent of such payment.

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SECTION 5.03. Subordination. (a) Notwithstanding any provision of this Agreement to the contrary, all rights of the Grantors under Sections 5.01 and 5.02 and all other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible payment in full in cash of the Secured Obligations. No failure on the part of any Borrower or any Grantor to make the payments required by Sections 5.01 and 5.02 (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of any Grantor with respect to its obligations hereunder, and each Grantor shall remain liable for the full amount of the obligations of such Grantor hereunder.

(b) Each Grantor hereby agrees that upon the occurrence and during the continuance of an Event of Default and after notice from the Collateral Agent all Indebtedness owed to it by any Subsidiary shall be fully subordinated to the indefeasible payment in full in cash of the Secured Obligations.

ARTICLE VI

Miscellaneous

SECTION 6.01. Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 10.02 of the Credit Agreement. All communications and notices hereunder to any Grantor other than the U.S. Borrower shall be given to it in care of the U.S. Borrower as provided in Section 10.02 of the Credit Agreement.

SECTION 6.02. Waivers; Amendment. (a) No failure or delay by any Secured Party in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Secured Parties hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether any Secured Party may have had notice or knowledge of such Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances.

(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 10.01 of the Credit Agreement.

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SECTION 6.03. Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 10.04 of the Credit Agreement.

(b) Without limitation of its indemnification obligations under the other Loan Documents, the U.S. Borrower agrees to indemnify the Collateral Agent and the other Indemnitees (as defined in Section 10.05 of the Credit Agreement) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating to any of the foregoing or any agreement or instrument contemplated hereby, or to the Collateral, whether or not any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or of any Affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee.

(c) Any such amounts payable as provided hereunder shall be additional Secured Obligations secured hereby and by the other Collateral Documents. The provisions of this Section 6.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Secured Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 6.03 shall be payable within 10 days of written demand therefor.

SECTION 6.04. Successors and Assigns. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Grantor or the Collateral Agent that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns.

SECTION 6.05. Survival of Agreement. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Secured Parties and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any Secured Party or on its behalf and notwithstanding that any Secured Party may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreement, and shall continue in full force and effect as long as the principal of or any accrued

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interest on any Loan or any fee or any other amount payable under any Loan Document is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated.

SECTION 6.06. Counterparts; Effectiveness; Several Agreement. This Agreement may be executed in counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement. This Agreement shall become effective as to any Loan Party when a counterpart hereof executed on behalf of such Loan Party shall have been delivered to the Collateral Agent and a counterpart hereof shall have been executed on behalf of the Collateral Agent, and thereafter shall be binding upon such Loan Party and the Collateral Agent and their respective permitted successors and assigns, and shall inure to the benefit of such Loan Party, the Collateral Agent and the other Secured Parties and their respective successors and assigns, except that no Loan Party shall have the right to assign or transfer its rights or obligations hereunder or any interest herein or in the Collateral (and any such assignment or transfer shall be void) except as expressly contemplated by this Agreement or the Credit Agreement. This Agreement shall be construed as a separate agreement with respect to each Loan Party and may be amended, modified, supplemented, waived or released with respect to any Loan Party without the approval of any other Loan Party and without affecting the obligations of any other Loan Party hereunder.

SECTION 6.07. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 6.08. Right of Set-Off. In addition to any rights and remedies of the Secured Parties provided by Law and the Credit Agreement, upon the occurrence and during the continuance of any Event of Default, each Secured Party and its Affiliates is authorized at any time and from time to time, without prior notice to the U.S. Borrower or any other Loan Party, any such notice being waived by the U.S. Borrower and each Loan Party to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Secured Party and its Affiliates to or for the credit or the account of the respective Loan Parties against any and all obligations owing to such Secured Party and its Affiliates hereunder, now or hereafter existing, irrespective of whether or not such Secured Party or Affiliate shall have made demand under this Agreement and although such obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Each Secured Party agrees promptly to notify the U.S. Borrower and the Collateral Agent

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after any such set off and application made by such Secured Party; provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Secured Party under this Section 6.08 are in addition to other rights and remedies (including other rights of setoff) that such Secured Party may have.

SECTION 6.09. Governing Law; Jurisdiction; Consent to Service of Process. (a) This Agreement shall be construed in accordance with and governed by the law of the State of New York.

(b) Each of the Loan Parties hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York City and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that any Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Grantor or its properties in the courts of any jurisdiction.

(c) Each of the Loan Parties hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section 6.09. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 6.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 6.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT

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SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.10.

SECTION 6.11. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

SECTION 6.12. Security Interest Absolute. Except as otherwise set forth herein regarding the obligations of the Third Party Pledgor, all rights of the Collateral Agent hereunder, the Security Interest, the grant of a security interest in the Pledged Collateral and all obligations of each Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Grantor in respect of the Secured Obligations or this Agreement.

SECTION 6.13. Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Obligations when all the outstanding Secured Obligations have been paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have been reduced to zero and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement.

(b) A Grantor (other than the U.S. Borrower) shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Grantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Grantor ceases to be a Subsidiary of VNUHF or is otherwise no longer required to be a Grantor hereunder; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise.

(c) Upon any sale or other transfer by any Grantor of any Collateral (other than any transfer of Collateral to another Grantor) that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit Agreement, the security interest in such Collateral shall be automatically released.

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(d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.13 shall be without recourse to or warranty by the Collateral Agent.

SECTION 6.14. Additional Restricted Subsidiaries. Pursuant to Section 6.11 of the Credit Agreement, certain Restricted Subsidiaries of the Loan Parties that were not in existence or not Restricted Subsidiaries on the date of the Credit Agreement are required to enter in this Agreement as a Grantor upon becoming Restricted Subsidiaries. Upon execution and delivery by the Collateral Agent and a Restricted Subsidiary of a Security Agreement Supplement, such Restricted Subsidiary shall become a Grantor hereunder with the same force and effect as if originally named as a Grantor herein. The execution and delivery of any such instrument shall not require the consent of any other Loan Party hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Loan Party as a party to this Agreement.

SECTION 6.15. Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby appoints the Collateral Agent the attorney-in-fact of such Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default and notice by the Collateral Agent to the U.S. Borrower of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of such Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or bill of lading relating to any of the Collateral; (d) to send verifications of Accounts to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any

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commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct or that of any of their Affiliates, directors, officers, employees, counsel, agents or attorneys-in-fact.

SECTION 6.16. General Authority of the Collateral Agent. By acceptance of the benefits of this Agreement and any other Collateral Documents, each Secured Party (whether or not a signatory hereto) shall be deemed irrevocably (a) to consent to the appointment of the Collateral Agent as its agent hereunder and under such other Collateral Documents, (b) to confirm that the Collateral Agent shall have the authority to act as the exclusive agent of such Secured Party for the enforcement of any provisions of this Agreement and such other Collateral Documents against any Grantor, the exercise of remedies hereunder or thereunder and the giving or withholding of any consent or approval hereunder or thereunder relating to any Collateral or any Grantor’s obligations with respect thereto, (c) to agree that it shall not take any action to enforce any provisions of this Agreement or any other Collateral Document against any Grantor, to exercise any remedy hereunder or thereunder or to give any consents or approvals hereunder or thereunder except as expressly provided in this Agreement or any other Collateral Document and (d) to agree to be bound by the terms of this Agreement and any other Collateral Documents.

SECTION 6.17. Miscellaneous.

(a) The Collateral Agent may execute any of the powers granted under this Agreement and perform any duty hereunder either directly or by or through agents or attorneys-in-fact, and shall not be responsible for the gross negligence or willful misconduct of any agents or attorneys-in-fact selected by it with reasonable care and without gross negligence or willful misconduct.

(b) The Collateral Agent shall not be deemed to have actual, constructive, direct or indirect notice or knowledge of the occurrence of any Event of Default unless and until the Collateral Agent shall have received a notice of Event of Default or a notice from the Grantor or the Secured Parties to the Collateral Agent in its capacity as Collateral Agent indicating that an Event of Default has occurred. The Collateral Agent shall have no obligation either prior to or after receiving such notice to inquire whether an Event of Default has, in fact, occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any notice so furnished to it.

(c) Any obligation, guarantee or undertaking granted or assumed by the Third Party Pledgor pursuant to this Agreement shall be subject to the limitations set forth in Section 11.11 of the Credit Agreement.

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(Remainder of page intentionally left blank)

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

NIELSEN FINANCE LLC,
By	/s/ Authorized Signatory
Name:
Title:
GRANTORS,
By	/s/ Authorized Signatories
Name:
Title:
/s/ Authorized Signatory
VNU INTERNATIONAL B.V.
(as a Grantor subject to the limitations set forth herein)

26

CITIBANK, N.A., as Collateral Agent,
by	/s/ Authorized Signatory
Name:
Title:

27

Schedule I to

the Security Agreement

EQUITY INTERESTS

Issuer Number of Certificate Registered Owner Number and Class of Equity Interest Percentage of Equity Interests

DEBT SECURITIES
Issuer	Principal Amount	Date of Note	Maturity Date

Exhibit I to the

Security Agreement

SUPPLEMENT NO.      dated as of [•], (this “Supplement”) to the Security Agreement dated as of [                    ], 2006 among NIELSEN FINANCE LLC (“U.S. Borrower”), the other Grantors identified therein and CITIBANK, N.A., as Collateral Agent for the Secured Parties (as defined below).

A. Reference is made to the Credit Agreement dated as of [                    ], 2006 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the U.S. Borrower, VNU Holding & Finance B.V., VNU, Inc., the Guarantors party thereto from time to time, Citibank, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, each Lender from time to time party thereto, Deutsche Bank Securities Inc., as Syndication Agent, and JPMorgan Chase Bank, N.A., ABN AMRO Bank N.V. and ING Bank N.V., as Co-Documentation Agents.

B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement and the Security Agreement referred to therein.

C. The Grantors have entered into the Security Agreement in order to induce the Lenders to make Loans and the L/C Issuers to issue Letters of Credit. Section 6.14 of the Security Agreement provides that additional Restricted Subsidiaries may become Grantors under the Security Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Restricted Subsidiary (the “New Subsidiary”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Grantor under the Security Agreement in order to induce the Lenders to make additional Loans and the L/C Issuers to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued.

Accordingly, the Collateral Agent and the New Subsidiary agree as follows:

SECTION 1. In accordance with Section 6.14 of the Security Agreement, the New Subsidiary by its signature below becomes a Grantor under the Security Agreement with the same force and effect as if originally named therein as a Grantor and the New Subsidiary hereby (a) agrees to all the terms and provisions of the Security Agreement applicable to it as a Grantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor thereunder are true and correct on and as of the date hereof. In furtherance of the foregoing, the New Subsidiary, as security for the payment and performance in full of the Secured Obligations does hereby create and grant to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, their successors and assigns, a security interest in and lien on all of the New Subsidiary’s right, title and interest in and to the Collateral (as defined in the Security Agreement) of the New Subsidiary. Each reference to a “Grantor” in the Security Agreement shall be deemed to include the New Subsidiary. The Security Agreement is hereby incorporated herein by reference.

SECTION 2. The New Subsidiary represents and warrants to the Collateral Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

SECTION 3. This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Collateral Agent shall have received a counterpart of this Supplement that bears the signature of the New Subsidiary and the Collateral Agent has executed a counterpart hereof. Delivery of an executed signature page to this Supplement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Supplement.

SECTION 4. The New Subsidiary hereby represents and warrants that (a) set forth on Schedule I attached hereto is a true and correct schedule of the location of any and all Collateral of the New Subsidiary and (b) set forth under its signature hereto is the true and correct legal name of the New Subsidiary, its jurisdiction of formation and the location of its chief executive office.

SECTION 5. Except as expressly supplemented hereby, the Security Agreement shall remain in full force and effect.

SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 7. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Security Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 8. All communications and notices hereunder shall be in writing and given as provided in Section 6.01 of the Security Agreement.

SECTION 9. The New Subsidiary agrees to reimburse the Collateral Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Collateral Agent.

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IN WITNESS WHEREOF, the New Subsidiary and the Collateral Agent have duly executed this Supplement to the Security Agreement as of the day and year first above written.

[NAME OF NEW SUBSIDIARY],
by
Name:
Title:
	Legal Name:
	Jurisdiction of Formation:
	Location of Chief Executive office:

CITIBANK, N.A., as

Collateral Agent

by

Name:

Title:

3

Schedule I

to the Supplement No      to the

Security Agreement

LOCATION OF COLLATERAL

Description Location

EQUITY INTERESTS

Issuer Number of Certificate Registered Owner Number and Class of Equity Interests Percentage of Equity Interests

DEBT SECURITIES

Issuer Principal Amount Date of Note Maturity Date

EX-4.1(C)

Exhibit 4.1(c)

INTELLECTUAL PROPERTY SECURITY AGREEMENT

dated as of

August 9, 2006

among

NIELSEN FINANCE LLC,

THE OTHER GRANTORS IDENTIFIED HEREIN

and

CITIBANK, N.A.,

as Collateral Agent

TABLE OF CONTENTS

ARTICLE I Definitions		1
SECTION 1.01.	Credit Agreement	1
SECTION 1.02.	Other Defined Terms	1
ARTICLE II Security Interests		3
SECTION 2.01.	Security Interest	3
SECTION 2.02.	Representations and Warranties	4
SECTION 2.03.	Covenants	6
SECTION 2.04.	As to Intellectual Property Collateral	7
ARTICLE III Remedies		9
SECTION 3.01.	Remedies Upon Default	9
SECTION 3.02.	Application of Proceeds	10
SECTION 3.03.	Grant of License to Use Intellectual Property	11
ARTICLE IV Indemnity, Subrogation and Subordination		11
SECTION 4.01.	Indemnity	11
SECTION 4.02.	Contribution and Subrogation	11
SECTION 4.03.	Subordination	11
ARTICLE V Miscellaneous		12
SECTION 5.01.	Notices	12
SECTION 5.02.	Waivers; Amendment	12
SECTION 5.03.	Collateral Agent’s Fees and Expenses; Indemnification	12
SECTION 5.04.	Successors and Assigns	13
SECTION 5.05.	Survival of Agreement	13
SECTION 5.06.	Counterparts; Effectiveness; Several Agreement	14
SECTION 5.07.	Severability	14
SECTION 5.08.	Right of Set-Off	14
SECTION 5.09.	Governing Law; Jurisdiction; Consent to Service of Process	15
SECTION 5.10.	WAIVER OF JURY TRIAL	15
SECTION 5.11.	Headings	16
SECTION 5.12.	Security Interest Absolute	16

SECTION 5.13.	Termination or Release	16
SECTION 5.14.	Additional Restricted Subsidiaries	17
SECTION 5.15.	General Authority of the Collateral Agent	17
SECTION 5.16.	Collateral Agent Appointed Attorney-in-Fact	17

Schedules

Schedule I	Intellectual Property
Exhibits
Exhibit I	Form of Supplement

INTELLECTUAL PROPERTY SECURITY AGREEMENT dated as of August 9, 2006 among NIELSEN FINANCE LLC (the “U.S. Borrower”), the other Grantors identified herein and who become a party hereto from time to time and CITIBANK, N.A., as Collateral Agent.

Reference is made to the Credit Agreement dated as of August 9, 2006 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the U.S. Borrower, VNU Holding and Finance B.V., VNU, Inc., the Guarantors party thereto from time to time, the lenders and other parties thereto from time to time and CITIBANK, N.A., as Administrative Agent. The Lenders have agreed to extend credit to the Borrowers subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. The Guarantors are affiliates of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant to the Credit Agreement and are willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Credit Agreement. (a) Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Credit Agreement. All terms defined in the New York UCC (as defined herein) and not defined in this Agreement have the meanings specified therein; the term “instrument” shall have the meaning specified in Article 9 of the New York UCC.

(b) The rules of construction specified in Article I of the Credit Agreement also apply to this Agreement.

SECTION 1.02. Other Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“After-Acquired Intellectual Property” has the meaning assigned to such term in Section 2.04(d).

“Agreement” means this Intellectual Property Security Agreement.

“Claiming Party” has the meaning assigned to such term in Section 4.02.

“Collateral” has the meaning assigned to such term in Section 2.01(a).

“Contributing Party” has the meaning assigned to such term in Section 4.02.

“Copyright License” means any written agreement, now or hereafter in effect, granting any right to any third party under any copyright now or hereafter owned by any Grantor or that such Grantor otherwise has the right to license, or granting any right to any Grantor under any copyright now or hereafter owned by any third party, and all rights of such Grantor under any such agreement.

“Copyrights” means all of the following now owned or hereafter acquired by any Grantor: (a) all copyright rights in any work subject to the copyright laws of the United States or any other country, whether as author, assignee, transferee or otherwise, and (b) all registrations and applications for registration of any such copyright in the United States or any other country, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office, including those listed on Schedule I.

“Credit Agreement” has the meaning assigned to such term in the preliminary statement of this Agreement.

“Grantor” means each of the U.S. Borrower, VNU, Inc., each Guarantor that is a party hereto, and each Guarantor that is a Domestic Subsidiary that becomes a party to this Agreement after the Closing Date.

“Intellectual Property” means all intellectual and similar property of every kind and nature now owned or hereafter acquired by any Grantor, including inventions, designs, Patents, Copyrights, Licenses, Trademarks, trade secrets, confidential or proprietary technical and business information, know-how, show-how or other data or information, software and databases and all embodiments or fixations thereof and related documentation, registrations and franchises, and all additions, improvements and accessions to, and books and records describing or used in connection with, any of the foregoing.

“Intellectual Property Collateral” means Collateral consisting of Intellectual Property.

“Intellectual Property Security Agreement Supplement” means an instrument in the form of Exhibit I hereto.

“License” means any Patent License, Trademark License, Copyright License or other license or sublicense agreement to which any Grantor is a party, including those listed on Schedule I.

“New York UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York.

“Patent License” means any written agreement, now or hereafter in effect, granting to any third party any right to make, use or sell any invention on which a patent, now or hereafter owned by any Grantor or that any Grantor otherwise has the right to license, is in existence, or granting to any Grantor any right to make, use or sell any invention on which a patent, now or hereafter owned by any third party, is in existence, and all rights of any Grantor under any such agreement.

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“Patents” means all of the following now owned or hereafter acquired by any Grantor: (a) all letters patent of the United States or the equivalent thereof in any other country, all registrations and recordings thereof, and all applications for letters patent of the United States or the equivalent thereof in any other country, including registrations, recordings and pending applications in the United States Patent and Trademark Office or any similar offices in any other country, including those listed on Schedule I, and (b) all reissues, continuations, divisions, continuations-in-part, renewals or extensions thereof, and the inventions disclosed or claimed therein, including the right to make, use and/or sell the inventions disclosed or claimed therein.

“Proceeds” has the meaning specified in Section 9-102 of the New York UCC.

“Security Interest” has the meaning assigned to such term in Section 2.01(a).

“Trademark License” means any written agreement, now or hereafter in effect, granting to any third party any right to use any trademark now or hereafter owned by any Grantor or that any Grantor otherwise has the right to license, or granting to any Grantor any right to use any trademark now or hereafter owned by any third party, and all rights of any Grantor under any such agreement.

“Trademarks” means all of the following now owned or hereafter acquired by any Grantor: (a) all trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all registration and recording applications filed in connection therewith, including registrations and registration applications in the United States Patent and Trademark Office or any similar offices in any State of the United States or any other country or any political subdivision thereof, and all extensions or renewals thereof, including those listed on Schedule I, (b) all goodwill associated therewith or symbolized thereby and (c) all other assets, rights and interests that uniquely reflect or embody such goodwill.

ARTICLE II

Security Interests

SECTION 2.01. Security Interest. (a) As security for the payment or performance, as the case may be, in full of the Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in, all right, title or interest in or to any and all of the following

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assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”):

(i) all Copyrights;

(ii) all Patents;

(iii) all Trademarks;

(iv) all Licenses;

(v) all other Intellectual Property; and

(vi) all Proceeds and products of any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given by any Person with respect to any of the foregoing.

(b) Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements with respect to the Collateral or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor. Each Grantor agrees to provide such information to the Collateral Agent promptly upon request.

The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party.

(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.

SECTION 2.02. Representations and Warranties. The U.S. Borrower represents and warrants, as to itself and the other Grantors, to the Collateral Agent and the Secured Parties that:

(a) Each Grantor has good and valid rights in and title to the Collateral with respect to which it has purported to grant a Security Interest hereunder and has full power and authority to grant to the Collateral Agent the Security Interest in such Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval that has been obtained.

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(b) The Perfection Certificate has been duly prepared, completed and executed and the information set forth therein, including the exact legal name of each Grantor, is correct and complete in all material respects as of the Closing Date. The Uniform Commercial Code financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations prepared by the Collateral Agent based upon the information provided to the Collateral Agent in the Perfection Certificate for filing in each governmental, municipal or other office specified in the Perfection Certificate (or specified by notice from the applicable Borrower to the Collateral Agent after the Closing Date in the case of filings, recordings or registrations required by Section 6.11 of the Credit Agreement), are all the filings, recordings and registrations that are necessary to establish a legal, valid and perfected security interest in favor of the Collateral Agent (for the benefit of the Secured Parties) in respect of all Collateral in which the Security Interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary in any such jurisdiction, except as provided in the next sentence and as provided under applicable law with respect to the filing of continuation statements. Each Grantor represents and warrants that a fully executed agreement in the form hereof and containing a description of all Collateral consisting of Intellectual Property with respect to United States Patents and United States registered Trademarks (and Trademarks for which United States registration applications are pending) and United States registered Copyrights have been delivered to the Collateral Agent for recording by the United States Patent and Trademark Office and the United States Copyright Office pursuant to 35 U.S.C. § 261, 15 U.S.C. § 1060 or 17 U.S.C. § 205 and the regulations thereunder, as applicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction, to protect the validity of and to establish a legal, valid and perfected security interest in favor of the Collateral Agent (for the benefit of the Secured Parties) in respect of all Collateral consisting of Patents, Trademarks and Copyrights in which a security interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary (other than such actions as are necessary to perfect the Security Interest with respect to any Collateral consisting of Patents, Trademarks and Copyrights (or registration or application for registration thereof) acquired or developed after the date hereof).

(c) The Security Interest constitutes (i) a legal and valid security interest in all the Collateral securing the payment and performance of the Obligations, including the Guarantees, (ii) subject to the filings described in Section 2.02(b), a perfected security interest in all Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the Uniform Commercial Code and (iii) a security interest that shall be perfected in all Collateral in which a security interest may be perfected upon the receipt and recording of this

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Agreement with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, within the three-month period (commencing as of the date hereof) pursuant to 35 U.S.C. § 261 or 15 U.S.C. § 1060 or the one month period (commencing as of the date hereof) pursuant to 17 U.S.C. § 205. The Security Interest is and shall be prior to any other Lien on any of the Collateral, other than Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement.

(d) The Collateral is owned by the Grantors free and clear of any Lien, except for Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement. None of the Grantors has filed or consented to the filing of (i) any financing statement or analogous document under the Uniform Commercial Code or any other applicable laws covering any Collateral, (ii) any assignment in which any Grantor assigns any Collateral or any security agreement or similar instrument covering any Collateral with the United States Patent and Trademark Office or the United States Copyright Office or (iii) any assignment in which any Grantor assigns any Collateral or any security agreement or similar instrument covering any Collateral with any foreign governmental, municipal or other office, which financing statement or analogous document, assignment, security agreement or similar instrument is still in effect, except, in each case, after the Closing Date, for Liens expressly permitted pursuant to Section 7.01 of the Credit Agreement.

SECTION 2.03. Covenants. (a) The U.S. Borrower agrees promptly to notify the Collateral Agent in writing of any change (i) in legal name of any Grantor, (ii) in the identity or type of organization or corporate structure of any Grantor, or (iii) in the jurisdiction of organization of any Grantor.

(b) Each Grantor shall, at its own expense, take any and all commercially reasonable actions necessary to defend title to the Collateral against all Persons and to defend the Security Interest of the Collateral Agent in the Collateral and the priority thereof against any Lien not expressly permitted pursuant to Section 7.01 of the Credit Agreement.

(c) The U.S. Borrower agrees, on its own behalf and on behalf of each other Grantor, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all such actions as the Collateral Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Security Interest and the rights and remedies created hereby, including the payment of any fees and taxes required in connection with the execution and delivery of this Agreement, the granting of the Security Interest and the filing of any financing statements or other documents in connection herewith or therewith.

Without limiting the generality of the foregoing, each Grantor hereby authorizes the Collateral Agent, with prompt notice thereof to the Grantors, to supplement this Agreement by supplementing Schedule I or adding additional schedules hereto to specifically identify any asset or item that may constitute Copyrights, Licenses, Patents or Trademarks; provided that any Grantor shall have the right, exercisable within 10 days after it has been notified by the Collateral Agent of the specific identification of such Collateral, to advise the Collateral Agent in writing of any inaccuracy of the

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representations and warranties made by such Grantor hereunder with respect to such Collateral. Each Grantor agrees that it will use its best efforts to take such action as shall be necessary in order that all representations and warranties hereunder shall be true and correct with respect to such Collateral within 30 days after the date it has been notified by the Collateral Agent of the specific identification of such Collateral.

(d) At its option, the Collateral Agent may discharge past due taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Collateral and not permitted pursuant to Section 7.01 of the Credit Agreement, and may pay for the maintenance and preservation of the Collateral to the extent any Grantor fails to do so as required by the Credit Agreement or this Agreement and within a reasonable period of time after the Collateral Agent has requested that it do so, and each Grantor jointly and severally agrees to reimburse the Collateral Agent within 10 days after demand for any payment made or any reasonable expense incurred by the Collateral Agent pursuant to the foregoing authorization. Nothing in this paragraph shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on the Collateral Agent or any Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the other Loan Documents.

(e) Each Grantor (rather than the Collateral Agent or any Secured Party) shall remain liable (as between itself and any relevant counterparty) to observe and perform all the conditions and obligations to be observed and performed by it under each contract, agreement or instrument relating to the Collateral, all in accordance with the terms and conditions thereof, and each Grantor jointly and severally agrees to indemnify and hold harmless the Collateral Agent and the Secured Parties from and against any and all liability for such performance.

SECTION 2.04. As to Intellectual Property Collateral. (a) Except to the extent failure to act could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, with respect to registration or pending application of each item of its Intellectual Property Collateral for which such Grantor has standing to do so, each Grantor agrees to take, at its expense, all steps, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authority located in the United States, to (i) maintain the validity and enforceability of any registered Intellectual Property Collateral (or applications therefor) and maintain such Intellectual Property Collateral in full force and effect, and (ii) pursue the registration and maintenance of each Patent, Trademark, or Copyright registration or application, now or hereafter included in such Intellectual Property Collateral of such Grantor, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 or the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation proceedings.

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(b) Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, no Grantor shall do or permit any act or knowingly omit to do any act whereby any of its Intellectual Property Collateral may lapse, be terminated, or become invalid or unenforceable or placed in the public domain (or in case of a trade secret, lose its competitive value).

(c) Except where failure to do so could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, each Grantor shall take all steps to preserve and protect each item of its Intellectual Property Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms with respect to the standards of quality.

(d) Each Grantor agrees that, should it obtain an ownership or other interest in any Intellectual Property Collateral after the Closing Date (“After-Acquired Intellectual Property”) (i) the provisions of this Agreement shall automatically apply thereto, and (ii) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto.

(e) Twice every fiscal year of the U.S. Borrower (beginning with the annual financial statements delivered for fiscal year 2006, at the time of delivery of annual financial statements and financial statements for the second fiscal quarter of each fiscal year), with respect to issued or registered Patents (or published applications therefor), Trademarks (or applications therefor), or registered Copyrights, each Grantor shall sign and deliver to the Administrative Agent an appropriate Intellectual Property Security Agreement with respect to all applicable Intellectual Property owned or exclusively licensed by it as of the last day of such period, to the extent that such Intellectual Property is not covered by any previous Intellectual Property Security Agreement so signed and delivered by it. In each case, it will promptly cooperate as reasonably necessary to enable the Administrative Agent to make any necessary or reasonably desirable recordations with the U.S. Copyright Office or the U.S. Patent and Trademark Office, as appropriate.

(f) Nothing in this Agreement prevents any Grantor from discontinuing the use or maintenance of any or its Intellectual Property Collateral to the extent permitted by the Credit Agreement if such Grantor determines in its reasonable business judgment that such discontinuance is desirable in the conduct of its business.

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ARTICLE III

Remedies

SECTION 3.01. Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, each Grantor agrees to deliver each item of Collateral to the Collateral Agent on demand, and it is agreed that the Collateral Agent shall have the right, at the same or different times, with respect to any Collateral consisting of Intellectual Property, on demand, to cause the Security Interest to become an assignment, transfer and conveyance of any of or all such Collateral by the applicable Grantors to the Collateral Agent, or to license or sublicense, whether general, special or otherwise, and whether on an exclusive or nonexclusive basis, any such Collateral throughout the world on such terms and conditions and in such manner as the Collateral Agent shall determine (other than in violation of any then-existing licensing arrangements to the extent that waivers cannot be obtained), and, generally, to exercise any and all rights afforded to a secured party with respect to the Obligations under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, each Grantor agrees that the Collateral Agent shall have the right, subject to the mandatory requirements of applicable law and the notice requirements described below, to sell or otherwise dispose of all or any part of the Collateral securing the Obligations at a public or private sale, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. Each such purchaser at any sale of Collateral shall hold the property sold absolutely, free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.

The Collateral Agent shall give the applicable Grantors 10 days’ written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold

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again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to such Secured Party from any Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 3.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions.

SECTION 3.02. Application of Proceeds. The Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, in the order provided for in Section 8.04 of the Credit Agreement. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

In making the determination and allocations required by this Section 3.02, the Collateral Agent may conclusively rely upon information supplied by the Administrative Agent as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Obligations, and the Collateral Agent shall have no liability to any of the Secured Parties for actions taken in reliance on such information, provided that nothing in this sentence shall prevent any Grantor from contesting any amounts claimed by any Secured Party in any information so supplied. All distributions made by the Collateral Agent pursuant to this Section 3.02 shall be (subject to any decree of any court of competent jurisdiction) final (absent manifest error), and the Collateral Agent shall have no duty to inquire as to the application by the Administrative Agent of any amounts distributed to it.

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SECTION 3.03. Grant of License to Use Intellectual Property. For the purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Collateral Agent at any time after and during the continuance of an Event of Default, grant to the Collateral Agent an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof. The use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

ARTICLE IV

Indemnity, Subrogation and Subordination

SECTION 4.01. Indemnity. In addition to all such rights of indemnity and subrogation as the Grantors may have under applicable law (but subject to Section 4.03), each Borrower agrees that in the event any assets of any Grantor shall be sold pursuant to this Agreement or any other Collateral Document to satisfy in whole or in part an obligation owed to any Secured Party, the relevant Borrower shall indemnify such Grantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.

SECTION 4.02. Contribution and Subrogation. Each Grantor other than the U.S. Borrower (a “Contributing Party”) agrees (subject to Section 4.03) that, in the event assets of any other Grantor other than the U.S. Borrower shall be sold pursuant to any Collateral Document to satisfy any Obligation owed to any Secured Party and such other Grantors (the “Claiming Party”) shall not have been fully indemnified by the relevant Borrower as provided in Section 4.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to the greater of the book value or the fair market value of such assets, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Grantors on the date hereof (or, in the case of any Grantor becoming a party hereto pursuant to Section 5.14, the date of the Intellectual Property Security Agreement Supplement executed and delivered by such Grantor). Any Contributing Party making any payment to a Claiming Party pursuant to this Section 4.02 shall be subrogated to the rights of such Claiming Party to the extent of such payment.

SECTION 4.03. Subordination. (a) Notwithstanding any provision of this Agreement to the contrary, all rights of the Grantors under Sections 4.01 and 4.02 and all other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible payment in full in cash of the

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Obligations. No failure on the part of any Borrower or any Grantor to make the payments required by Sections 4.01 and 4.02 (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of any Grantor with respect to its obligations hereunder, and each Grantor shall remain liable for the full amount of the obligations of such Grantor hereunder.

(b) Each Grantor hereby agrees that upon the occurrence and during the continuance of an Event of Default and after notice from the Collateral Agent all Indebtedness owed to it by any Subsidiary shall be fully subordinated to the indefeasible payment in full in cash of the Obligations.

ARTICLE V

Miscellaneous

SECTION 5.01. Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 10.02 of the Credit Agreement. All communications and notices hereunder to any Grantor other than the U.S. Borrower shall be given to it in care of the U.S. Borrower as provided in Section 10.02 of the Credit Agreement.

SECTION 5.02. Waivers; Amendment. (a) No failure or delay by any Secured Party in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Secured Parties hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether any Secured Party may have had notice or knowledge of such Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances.

(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 10.01 of the Credit Agreement.

SECTION 5.03. Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 10.04 of the Credit Agreement.

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(b) Without limitation of its indemnification obligations under the other Loan Documents, the U.S. Borrower agrees to indemnify the Collateral Agent and the other Indemnitees (as defined in Section 10.05 of the Credit Agreement) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of, the execution, delivery or performance of this Agreement or any claim, litigation, investigation or proceeding relating to any of the foregoing or any agreement or instrument contemplated hereby, or to the Collateral, whether or not any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or of any Affiliate, director, officer, employee, counsel, agent or attorney-in-fact of such Indemnitee.

(c) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Collateral Documents. The provisions of this Section 5.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 5.03 shall be payable within 10 days of written demand therefor.

SECTION 5.04. Successors and Assigns. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Grantor or the Collateral Agent that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns.

SECTION 5.05. Survival of Agreement. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Secured Parties and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any Secured Party or on its behalf and notwithstanding that any Secured Party may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreement, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under any Loan Document is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated.

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SECTION 5.06. Counterparts; Effectiveness; Several Agreement. This Agreement may be executed in counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Agreement. This Agreement shall become effective as to any Loan Party when a counterpart hereof executed on behalf of such Loan Party shall have been delivered to the Collateral Agent and a counterpart hereof shall have been executed on behalf of the Collateral Agent, and thereafter shall be binding upon such Loan Party and the Collateral Agent and their respective permitted successors and assigns, and shall inure to the benefit of such Loan Party, the Collateral Agent and the other Secured Parties and their respective successors and assigns, except that no Loan Party shall have the right to assign or transfer its rights or obligations hereunder or any interest herein or in the Collateral (and any such assignment or transfer shall be void) except as expressly contemplated by this Agreement or the Credit Agreement. This Agreement shall be construed as a separate agreement with respect to each Loan Party and may be amended, modified, supplemented, waived or released with respect to any Loan Party without the approval of any other Loan Party and without affecting the obligations of any other Loan Party hereunder.

SECTION 5.07. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 5.08. Right of Set-Off. In addition to any rights and remedies of the Secured Parties provided by Law and the Credit Agreement, upon the occurrence and during the continuance of any Event of Default, each Secured Party and its Affiliates is authorized at any time and from time to time, without prior notice to the U.S. Borrower or any other Loan Party, any such notice being waived by the U.S. Borrower and each Loan Party to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Secured Party and its Affiliates to or for the credit or the account of the respective Loan Parties against any and all obligations owing to such Secured Party and its Affiliates hereunder, now or hereafter existing, irrespective of whether or not such Secured Party or Affiliate shall have made demand under this Agreement and although such obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Each Secured Party agrees promptly to notify the U.S. Borrower and the Collateral Agent after any such set off and application made by such Secured Party; provided, that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Secured Party under this Section 6.08 are in addition to other rights and remedies (including other rights of setoff) that such Secured Party may have.

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SECTION 5.09. Governing Law; Jurisdiction; Consent to Service of Process. (a) This Agreement shall be construed in accordance with and governed by the law of the State of New York.

(b) Each of the Loan Parties hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that any Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Grantor or its properties in the courts of any jurisdiction.

(c) Each of the Loan Parties hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section 5.09. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 5.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 5.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.10.

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SECTION 5.11. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

SECTION 5.12. Security Interest Absolute. All rights of the Collateral Agent hereunder, the Security Interest, the grant of a security interest in the Pledged Collateral and all obligations of each Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Grantor in respect of the Obligations or this Agreement.

SECTION 5.13. Termination or Release. (a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate when all the outstanding Obligations have been paid in full and the Lenders have no further commitment to lend under the Credit Agreement, the L/C Obligations have been reduced to zero and the L/C Issuers have no further obligations to issue Letters of Credit under the Credit Agreement.

(b) A Grantor (other than the U.S. Borrower) shall automatically be released from its obligations hereunder and the Security Interest in the Collateral of such Grantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Grantor ceases to be a Guarantor; provided that the Required Lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise.

(c) Upon any sale or other transfer by any Grantor of any Collateral (other than any transfer of Collateral to another Grantor) that is permitted under the Credit Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 10.01 of the Credit Agreement, the security interest in such Collateral shall be automatically released.

(d) In connection with any termination or release pursuant to paragraph (a), (b) or (c), the Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 5.13 shall be without recourse to or warranty by the Collateral Agent.

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SECTION 5.14. Additional Restricted Subsidiaries. Pursuant to Section 6.11 of the Credit Agreement, certain Restricted Subsidiaries of the Loan Parties that were not in existence or not Restricted Subsidiaries on the date of the Credit Agreement are required to enter in this Agreement as Grantors upon becoming Restricted Subsidiaries. Upon execution and delivery by the Collateral Agent and a Restricted Subsidiary of an Intellectual Property Security Agreement Supplement, such Restricted Subsidiary shall become a Grantor hereunder with the same force and effect as if originally named as a Grantor herein. The execution and delivery of any such instrument shall not require the consent of any other Loan Party hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Loan Party as a party to this Agreement.

SECTION 5.15. General Authority of the Collateral Agent. By acceptance of the benefits of this Agreement and any other Collateral Documents, each Secured Party (whether or not a signatory hereto) shall be deemed irrevocably (a) to consent to the appointment of the Collateral Agent as its agent hereunder and under such other Collateral Documents, (b) to confirm that the Collateral Agent shall have the authority to act as the exclusive agent of such Secured Party for the enforcement of any provisions of this Agreement and such other Collateral Documents against any Grantor, the exercise of remedies hereunder or thereunder and the giving or withholding of any consent or approval hereunder or thereunder relating to any Collateral or any Grantor’s obligations with respect thereto, (c) to agree that it shall not take any action to enforce any provisions of this Agreement or any other Collateral Document against any Grantor, to exercise any remedy hereunder or thereunder or to give any consents or approvals hereunder or thereunder except as expressly provided in this Agreement or any other Collateral Document and (d) to agree to be bound by the terms of this Agreement and any other Collateral Documents.

SECTION 5.16. Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby appoints the Collateral Agent the attorney-in-fact of such Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default and notice by the Collateral Agent to the U.S. Borrower of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of such Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (d) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; and (e) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the

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Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct or that of any of their Affiliates, directors, officers, employees, counsel, agents or attorneys-in-fact.

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

NIELSEN FINANCE LLC
By	/s/ Authorized Signatory
Name:
Title:
THE GRANTORS
by	/s/ Authorized Signatories
Name:
Title:

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CITIBANK, N.A., as Collateral Agent,
By	/s/ Authorized Signatory
Name:
Title:

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Schedule I to the

Intellectual Property

Security Agreement

U.S. COPYRIGHTS OWNED BY [NAME OR GRANTOR]

[Make a separate page of Schedule I for each Grantor and state if no copyrights are owned. List in numerical order by Registration No.]

U.S. Copyright Registrations

Title Reg. No. Author

Pending U.S. Copyright Applications for Registration

Title Author Class Date Filed

PATENTS OWNED BY [NAME OF GRANTOR]

[Make a separate page of Schedule I for each Grantor and state if no patents are owned. List in numerical order by Patent No./Patent Application No.]

U.S. Patent Registrations

Patent Numbers Issue Date

U.S. Patent Applications

Patent Application No. Filing Date

TRADEMARK/TRADE NAMES OWNED BY [NAME OF GRANTOR]

[Make a separate page of Schedule I for each Grantor and state if no trademarks/trade names are owned. List in numerical order by trademark registration/application no.]

U.S. Trademark Registrations

Mark Reg. Date Reg. No.

U.S. Trademark Applications

Mark Filing Date Application No.

2

State Trademark Registrations

[List in alphabetical order by state/numerical order by trademark no. within each state]

State Mark Filing Date Application No.

Trade Names

Country(s) Where Used Trade Names

3

Exhibit I to the

Intellectual Property

Security Agreement

SUPPLEMENT NO.      dated as of [•], to the Intellectual Property Security Agreement dated as of August     , 2006, among NIELSEN FINANCE LLC (the “U.S. Borrwer”), the other Grantors identified therein and CITIBANK, N.A., as Collateral Agent.

A. Reference is made to the Credit Agreement dated as of [                    ], 2006 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the U.S. Borrower, VNU Holding and Finance B.V., VNU, Inc., the Guarantors party thereto from time to time, CITIBANK, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, each Lender from time to time party thereto, Deutsche Bank Securities Inc., as Syndication Agent, and JPMorgan Chase Bank, ABN AMRO Bank N.V. and ING Bank N.V., as Co-Documentation Agents.

B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement and the Intellectual Property Security Agreement referred to therein.

C. The Grantors have entered into the Intellectual Property Security Agreement in order to induce the Lenders to make Loans and the L/C Issuers to issue Letters of Credit. Section 5.14 of the Intellectual Property Security Agreement provides that additional Restricted Subsidiaries may become Grantors under the Intellectual Property Security Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Restricted Subsidiary (the “New Subsidiary”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Grantor under the Intellectual Property Security Agreement in order to induce the Lenders to make additional Loans and the L/C Issuers to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued.

Accordingly, the Collateral Agent and the New Subsidiary agree as follows:

SECTION 1. In accordance with Section 5.14 of the Intellectual Property Security Agreement, the New Subsidiary by its signature below becomes a Grantor under the Intellectual Property Security Agreement with the same force and effect as if originally named therein as a Grantor and the New Subsidiary hereby (a) agrees to all the terms and provisions of the Intellectual Property Security Agreement applicable to it as a Grantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor thereunder are true and correct on and as of the date hereof. In furtherance of the foregoing, the New Subsidiary, as security for the payment and performance in full of the Obligations, does hereby create and grant to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, their successors and assigns, a security interest in and lien on all of the New Subsidiary’s right, title and

interest in and to the Collateral (as defined in the Intellectual Property Security Agreement) of the New Subsidiary. Each reference to a “Grantor” in the Intellectual Property Security Agreement shall be deemed to include the New Subsidiary. The Intellectual Property Security Agreement is hereby incorporated herein by reference.

SECTION 2. The New Subsidiary represents and warrants to the Collateral Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

SECTION 3. This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Collateral Agent shall have received a counterpart of this Supplement that bears the signature of the New Subsidiary and the Collateral Agent has executed a counterpart hereof. Delivery of an executed signature page to this Supplement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Supplement.

SECTION 4. The New Subsidiary hereby represents and warrants that (a) set forth on Schedule I attached hereto is a true and correct schedule of any and all Collateral of the New Subsidiary consisting of Intellectual Property and (b) set forth under its signature hereto, is the true and correct legal name of the New Subsidiary, its jurisdiction of formation and the location of its chief executive office.

SECTION 5. Except as expressly supplemented hereby, the Intellectual Property Security Agreement shall remain in full force and effect.

SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 7. In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Intellectual Property Security Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 8. All communications and notices hereunder shall be in writing and given as provided in Section 5.01 of the Intellectual Property Security Agreement.

2

SECTION 9. The New Subsidiary agrees to reimburse the Collateral Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Collateral Agent.

IN WITNESS WHEREOF, the New Subsidiary and the Collateral Agent have duly executed this Supplement to the Intellectual Property Security Agreement as of the day and year first above written.

[NAME OF NEW SUBSIDIARY],
by
Name:
Title:
	Legal Name:
	Jurisdiction of Formation:
	Location of Chief Executive office:
CITIBANK, N.A., as Collateral Agent,
by
Name:
Title:

3

Schedule I to the

Supplement No      to

the Intellectual Property

Security Agreement

INTELLECTUAL PROPERTY

EX-4.2

Exhibit 4.2

EXECUTION VERSION

INDENTURE

Dated as of August 9, 2006

Between

VNU GROUP B.V.

and

LAW DEBENTURE TRUST COMPANY OF NEW YORK,

as Trustee

11 ¹/8% SENIOR NOTES DUE 2016

CROSS-REFERENCE TABLE*

Trust Indenture Act Section	Indenture Section
310(a)(1)	7.10
(a)(2)	7.10
(a)(3)	N.A.
(a)(4)	N.A.
(a)(5)	7.10
(b)	7.10
(c)	N.A.
311(a)	7.11
(b)	7.11
(c)	N.A.
312(a)	2.05
(b)	12.03
(c)	12.03
313(a)	7.06
(b)(1)	N.A.
(b)(2)	7.06;7.07
(c)	7.06;12.02
(d)	7.06
314(a)	4.03;12.02; 12.05
(b)	N.A.
(c)(1)	12.04
(c)(2)	12.04
(c)(3)	N.A.
(d)	N.A.
(e)	12.05
(f)	N.A.
315(a)	7.01
(b)	7.05;12.02
(c)	7.01
(d)	7.01
(e)	6.14
316(a)(last sentence)	2.09
(a)(1)(A)	6.05
(a)(1)(B)	6.04
(a)(2)	N.A.
(b)	6.07
(c)	2.12;9.04
317(a)(1)	6.08
(a)(2)	6.12
(b)	2.04
318(a)	12.01
(b)	N.A.
(c)	12.01

N.A. means not applicable.

* This Cross-Reference Table is not part of the Indenture.

TABLE OF CONTENTS

		Page
ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01	Definitions	1
Section 1.02	Other Definitions	9
Section 1.03	Incorporation by Reference of Trust Indenture Act	9
Section 1.04	Rules of Construction	10
Section 1.05	Acts of Holders	10
ARTICLE 2 THE NOTES
Section 2.01	Form and Dating; Terms	12
Section 2.02	Execution and Authentication	13
Section 2.03	Registrar and Paying Agent	14
Section 2.04	Paying Agent to Hold Money in Trust	14
Section 2.05	Holder Lists	14
Section 2.06	Transfer and Exchange	15
Section 2.07	Replacement Notes	26
Section 2.08	Outstanding Notes	26
Section 2.09	Treasury Notes	27
Section 2.10	Temporary Notes	27
Section 2.11	Cancellation	27
Section 2.12	Defaulted Interest	28
Section 2.13	Common Code and ISIN Numbers	28
ARTICLE 3 REDEMPTION
Section 3.01	Notices to Trustee	28
Section 3.02	Selection of Notes to Be Redeemed or Purchased	29
Section 3.03	Notice of Redemption	29
Section 3.04	Effect of Notice of Redemption	30
Section 3.05	Deposit of Redemption or Purchase Price	30
Section 3.06	Notes Redeemed or Purchased in Part	30
Section 3.07	Optional Redemption	31
Section 3.08	Mandatory Redemption	32
ARTICLE 4 COVENANTS
Section 4.01	Payment of Notes	32

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		Page
Section 4.02	Maintenance of Office or Agency	32
Section 4.03	[Reserved]	33
Section 4.04	Compliance Certificate	33
Section 4.05	Taxes	33
Section 4.06	Stay, Extension and Usury Laws	33
Section 4.07	Negative Pledge	33
Section 4.08	Corporate Existence	34
Section 4.09	Withholding Taxes	34
ARTICLE 5
RESERVED
ARTICLE 6
DEFAULTS AND REMEDIES
Section 6.01	Events of Default	35
Section 6.02	Acceleration	36
Section 6.03	Other Remedies	36
Section 6.04	Waiver of Past Defaults	37
Section 6.05	Control by Majority	37
Section 6.06	Limitation on Suits	37
Section 6.07	Rights of Holders of Notes to Receive Payment	38
Section 6.08	Collection Suit by Trustee	38
Section 6.09	Restoration of Rights and Remedies	38
Section 6.10	Rights and Remedies Cumulative	38
Section 6.11	Delay or Omission Not Waiver	38
Section 6.12	Trustee May File Proofs of Claim	38
Section 6.13	Priorities	39
Section 6.14	Undertaking for Costs	39
ARTICLE 7
TRUSTEE
Section 7.01	Duties of Trustee	40
Section 7.02	Rights of Trustee	41
Section 7.03	Individual Rights of Trustee	42
Section 7.04	Trustee’s Disclaimer	42
Section 7.05	Notice of Defaults	42
Section 7.06	Reports by Trustee to Holders of the Notes	42
Section 7.07	Compensation and Indemnity	43
Section 7.08	Replacement of Trustee	43
Section 7.09	Successor Trustee by Merger, etc.	44
Section 7.10	Eligibility; Disqualification	44
Section 7.11	Preferential Collection of Claims Against Issuer	44

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		Page
ARTICLE 8
LEGAL DEFEASANCE AND COVENANT DEFEASANCE
Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance	45
Section 8.02	Legal Defeasance and Discharge	45
Section 8.03	Covenant Defeasance	45
Section 8.04	Conditions to Legal or Covenant Defeasance	46
Section 8.05	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions	47
Section 8.06	Repayment to Issuer	48
Section 8.07	Reinstatement	48
ARTICLE 9
AMENDMENT, SUPPLEMENT AND WAIVER
Section 9.01	Without Consent of Holders of Notes	48
Section 9.02	With Consent of Holders of Notes	49
Section 9.03	Compliance with Trust Indenture Act	51
Section 9.04	Revocation and Effect of Consents	51
Section 9.05	Notation on or Exchange of Notes	51
Section 9.06	Trustee to Sign Amendments, etc.	51
Section 9.07	Payment for Consent	52
ARTICLE 10
RESERVED
ARTICLE 11
SATISFACTION AND DISCHARGE
Section 11.01	Satisfaction and Discharge	52
Section 11.02	Application of Trust Money	53
ARTICLE 12
MISCELLANEOUS
Section 12.01	Trust Indenture Act Controls	53
Section 12.02	Notices	53
Section 12.03	Communication by Holders of Notes with Other Holders of Notes	55
Section 12.04	Certificate and Opinion as to Conditions Precedent	55
Section 12.05	Statements Required in Certificate or Opinion	55
Section 12.06	Rules by Trustee and Agents	56
Section 12.07	No Personal Liability of Directors, Officers, Employees and Stockholders	56
Section 12.08	Governing Law	56
Section 12.09	Waiver of Jury Trial	56
Section 12.10	Force Majeure	56

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		Page
Section 12.11	No Adverse Interpretation of Other Agreements	56
Section 12.12	Successors	56
Section 12.13	Severability	56
Section 12.14	Counterpart Originals	57
Section 12.15	Table of Contents, Headings, etc.	57
Section 12.16	Qualification of Indenture	57
Section 12.17	Currency of Account; Conversion of Currency; Foreign Exchange Restrictions	57
Section 12.18	Agent for Service; Submission to Jurisdiction; Waiver of Immunity	58
EXHIBITS
Exhibit A	Form of Note
Exhibit B	Form of Certificate of Transfer
Exhibit C	Form of Certificate of Exchange

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INDENTURE, dated as of August 9, 2006, between VNU Group B.V. a company incorporated in the Netherlands with a corporate seat in Haarlem (the “Issuer”) and Law Debenture Trust Company of New York, as Trustee.

W I T N E S S E T H

WHEREAS, the Issuer has duly authorized the creation of an issue of €343,000,000 aggregate principal amount at Stated Maturity of 11 ¹/8% Senior Discount Notes due 2016 (the “Initial Notes”); and

WHEREAS, the Issuer has duly authorized the execution and delivery of this Indenture.

NOW, THEREFORE, the Issuer and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Notes.

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01 Definitions.

“144A Global Note” means a Global Note substantially in the form of Exhibit A hereto, as the case may be, bearing the Global Note Legend, the OID Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Common Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount at Stated Maturity of Notes sold in reliance on Rule 144A.

“Accreted Value” means, as of any date (the “Specified Date”), the amount provided below for each €1,000 principal amount at Stated Maturity of Notes:

(a) if the Specified Date occurs on one of the following dates (each, a “Semi-Annual Accrual Date”), the Accreted Value will equal the amount set forth below for such Semi-Annual Accrual Date:

Semi-Annual Accrual Date	Accreted Value
February 1, 2007	€	614.35
August 1, 2007	€	648.52
February 1, 2008	€	684.59
August 1, 2008	€	722.67
February 1, 2009	€	762.87
August 1, 2009	€	805.31
February 1, 2010	€	850.10
August 1, 2010	€	897.39
February 1, 2011	€	947.31
August 1, 2011	€	1,000.00

The foregoing Accreted Values shall be increased, if necessary, to reflect any accretion of Additional Interest.

(b) if the Specified Date occurs before the first Semi-Annual Date, the Accreted Value will equal the sum of (A) the original issue (€583.37 for each €1,000 principal amount at Stated Maturity) price of a Note and (B) the amount equal to the product of (x) the Accreted Value for the first Semi-Annual Accrual Date less such original issue price multiplied by (y) a fraction, the numerator of which is the number of days from the Issue Date to the Specified Date, using a 360-day year of twelve 30-day months, and the denominator of which is the number of days from the Issue Date to the first Semi-Annual Accrual Date, using a 360-day year of twelve 30-day months;

(c) if the Specified Date occurs between two Semi-Annual Accrual Dates, the Accreted Value will equal the sum of (A) the Accreted Value for the Semi-Annual Accrual Date immediately preceding such Specified Date and (B) an amount equal to the product of (x) the Accreted Value for the immediately following Semi-Annual Accrual Date less the Accreted Value for the Semi-Annual Accrual Date immediately preceding such Specified Date multiplied by (y) a fraction, the numerator of which is the number of days from the immediately preceding Semi-Annual Accrual Date to the Specified Date, using a 360-day year of twelve 30-day months, and the denominator of which is 180; or

(d) if the Specified Date occurs on or after August 1, 2011, the Accreted Value will equal €1,000.

“Additional Notes” means additional Notes (other than the Initial Notes and other than Exchange Notes issued for such Initial Notes) issued from time to time under this Indenture in accordance with Section 2.01 hereof.

“Additional Interest” means all additional interest then owing pursuant to the Registration Rights Agreement.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“Agent” means any Registrar or Paying Agent.

“Applicable Currency Equivalent” means, with respect to any monetary amount in a currency other than euros at any time for the determination thereof, the amount of euros obtained by converting such foreign currency involved in such computation into euros at the spot rate for the purchase of euros with the applicable foreign currency as quoted by Reuters at approximately 10:00 A.M. (London time) on the date not more than two Business Days prior to such determination.

“Applicable Premium” means on any Redemption Date, the greater of:

(a) 1.0% of the Accreted Value of such Note on such Redemption Date; and

(b) the excess, if any, of (i) the present value at such Redemption Date of the redemption price of such Note at August 1, 2011 (each such redemption price being set forth in Section 3.07(d) hereof, computed using a discount rate equal to the Bund Rate as of such Redemption Date plus 50 basis points; over (ii) the Accreted Value of such Note.

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“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Common Depositary, Euroclear and/or Clearstream that apply to such transfer or exchange.

“Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.

“Broker-Dealer” has the meaning set forth in the Registration Rights Agreement.

“Bund Rate” means, as of any Redemption Date, the yield to maturity as of such Redemption Date of direct obligations of the Federal Republic of Germany (Bunds or Bundesanleihen) with a constant maturity (as compiled and published in the most recent financial statistics) that has become publicly available at least two Business Days prior to the Redemption Date (or, if such financial statistics are no longer published, any publicly available source of similar market data)) most nearly equal to the period from the Redemption Date to August 1, 2011; provided, however, that if the period from the Redemption Date to August 1, 2011 is less than one year, the weekly average yield on actually traded direct obligations of the Federal Republic of German adjusted to a constant maturity of one year will be used.

“Business Day” means each day which is not a Legal Holiday.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Clearstream” means Clearstream Banking, Société Anonyme.

“Common Depositary” means Deutsche Bank AG, London Branch as common depositary for Euroclear and Clearstream and depositary for the Notes, together with its successors in such capacity.

“Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in Section 12.02 hereof or such other address as to which the Trustee may give notice to the Holders and the Issuer.

“Custodian” means the Deutsche Bank AG, London Branch, as custodian with respect to the Notes in global form, or any successor entity thereto.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06(c) hereof, substantially in the form of Exhibit A hereto, except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

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“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than solely as a result of a change of control or asset sale) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely as a result of a change of control or asset sale), in whole or in part, in each case prior to the date 91 days after the earlier of the maturity date of the Notes or the date the Notes are no longer outstanding; provided, however, that if such Capital Stock is issued to any plan for the benefit of employees of the Issuer or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased in order to satisfy applicable statutory or regulatory obligations.

“EMU” means economic and monetary union as contemplated in the Treaty on European Union.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock.

“euro” means the single currency of participating member states of the EMU.

“Euroclear” means Euroclear S.A./N.V., as operator of the Euroclear system.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Exchange Notes” means the Notes issued in the Exchange Offer pursuant to Section 2.06(f) hereof.

“Exchange Offer” has the meaning set forth in the Registration Rights Agreement.

“Exchange Offer Registration Statement” has the meaning set forth in the Registration Rights Agreement.

“GAAP” means generally accepted accounting principles in the United States which are in effect on the Issue Date.

“Global Note Legend” means the legend set forth in Section 2.06(g)(ii) hereof, which is required to be placed on all Global Notes issued under this Indenture.

“Global Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes, substantially in the form of Exhibit A issued in accordance with Section 2.01, 2.06(b), 2.06(d) or 2.06(f) hereof.

“Government Securities” means non-callable government obligations of any member nation of the EMU whose official currency is the Euro, rated AAA or better by S&P and Aaa or better by Moody’s.

“Group” means the Issuer and its consolidated Subsidiaries.

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“guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

“Holder” means the Person in whose name a Note is registered on the Registrar’s books.

“Indebtedness” means any present or future indebtedness with a remaining maturity of more than twelve months and with a principal amount of more than €15,000,000 (including any liability, whether conditional or unconditional, actual or contingent, under any guarantee or indemnity or any other legally binding assurance against financial loss) in respect of any notes, bonds, or other debt securities that are, or are intended to be, from time to time quoted, listed or ordinarily dealt in on any stock exchange, automated trading system, over the counter or other securities market.

“Indenture” means this Indenture, as amended or supplemented from time to time.

“Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

“Initial Notes” has the meaning assigned to such term in the recitals hereto.

“Initial Purchasers” means Deutsche Bank AG, London Branch, Citigroup Global Markets Limited, J.P. Morgan Securities Ltd., ABN AMRO Incorporated and ING Bank N.V.

“Interest Payment Date” means February 1 and August 1 of each year to stated maturity.

“Issue Date” means August 9, 2006.

“Issuer” means VNU Group B.V., a company incorporated in the Netherlands with a corporate seat in Haarlem.

“Issuer Order” means a written request or order signed on behalf of the Issuer by Officers of the Issuer, who must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Issuer, and delivered to the Trustee.

“Legal Holiday” means a Saturday, a Sunday or a day on which commercial banking institutions are not required to be open in Luxembourg.

“Letter of Transmittal” means the letter of transmittal to be prepared by the Issuer and sent to all Holders of the Notes for use by such Holders in connection with the Exchange Offer.

“Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien.

“Material Subsidiary” means, at any particular time, a Subsidiary whose total revenues (consolidated if such Subsidiary has Subsidiaries and excluding intercompany revenues from other Subsidiaries

-5-

in the Group) attributable to the Issuer (having regard to its direct and/or indirect beneficial interest in the shares, or the like, of such Subsidiary) represents at least 15% of the consolidated total revenues of the Group. A report of the auditors for the Issuer or an Officer’s Certificate whether or not addressed to the Trustee that in their opinion a Subsidiary is or is not a Material Subsidiary may be relied upon by the Trustee without further enquiry or evidence and, if relied upon by the Trustee, shall, in the absence of manifest error, be conclusive and binding. Any certificate or report of the auditors for the Issuer or an Officer’s Certificate called for by or provided to the Trustee in accordance with or for the purposes of these presents, may be relied upon by the Trustee as sufficient evidence of the facts stated therein notwithstanding that such certificate or report and/or any engagement letter or other document entered into by the Trustee in connection therewith contains a monetary or other limit on the liability of the auditors for the Issuer thereof.

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business.

“Net Income” means, with respect to any Person, the net income (loss) of such Person and its Subsidiaries, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.

“Non-U.S. Person” means a Person who is not a U.S. Person.

“Notes” means the Initial Notes and more particularly means any Note authenticated and delivered under this Indenture. For all purposes of this Indenture, the term “Notes” shall also include any Additional Notes that may be issued under a supplemental indenture. For purposes of this Indenture, all references to Notes to be issued or authenticated upon transfer, replacement or exchange shall be deemed to refer to Notes.

“Offering Memorandum” means the offering memorandum, dated August 1, 2006, relating to the sale of the Initial Notes.

“Officer” means the Chairman of the Board, the Chief Executive Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Issuer.

“Officer’s Certificate” means a certificate signed on behalf of the Issuer by an Officer of the Issuer, who must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Issuer, that meets the requirements set forth in this Indenture.

“OID Legend” means the legend set forth in Section 2.06(g)(iv) hereof to be placed on all Notes issued under this Indenture.

“Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Issuer or the Trustee.

“Participant” means a Person who has an account with Euroclear or Clearstream.

“Permitted Encumbrance” means:

(i) an encumbrance on any asset securing indebtedness incurred for the purpose of financing the acquisition of such asset (provided the amount secured thereby is not subsequently increased); or

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(ii) an encumbrance existing on any asset prior to its acquisition (through shares or through assets) and not created in contemplation of such event (provided the amount secured thereby is not subsequently increased); or

(iii) an encumbrance not otherwise permitted by the above securing indebtedness in an aggregate amount not exceeding €25,000,000.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Preferred Stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.

“Private Placement Legend” means the legend set forth in Section 2.06(g)(i) hereof to be placed on all Notes issued under this Indenture, except where otherwise permitted by the provisions of this Indenture.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Record Date” for the interest or Additional Interest, if any, payable on any applicable Interest Payment Date means January 15 or July 15 (whether or not a Business Day) next preceding such Interest Payment Date.

“Registration Rights Agreement” means the Registration Rights Agreement with respect to the Notes dated as of the Issue Date, among the Issuer and the Initial Purchasers, as such agreement may be amended, modified or supplemented from time to time and, with respect to any Additional Notes, one or more registration rights agreements between the Issuer and the other parties thereto, as such agreement(s) may be amended, modified or supplemented from time to time, relating to rights given by the Issuer to the purchasers of Additional Notes to register such Additional Notes under the Securities Act.

“Regulation S” means Regulation S promulgated under the Securities Act.

“Regulation S Global Note” means a Regulation S Temporary Global Note or Regulation S Permanent Global Note, as applicable.

“Regulation S Permanent Global Note” means a permanent Global Note in the form of Exhibit A hereto, as the case may be, bearing the Global Note Legend, the OID Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the applicable Depositary or its nominee, issued in a denomination equal to the outstanding principal amount at Stated Maturity of the Regulation S Temporary Global Note of the applicable series upon expiration of the Restricted Period.

“Regulation S Temporary Global Note” means a temporary Global Note in the form of Exhibit A hereto, as the case may be, bearing the Global Note Legend, the Private Placement Legend, the OID Legend and the Regulation S Temporary Global Note Legend and deposited with or on behalf of and registered in the name of the applicable Common Depositary or its nominee, issued in a denomination equal to the outstanding principal amount at Stated Maturity of the Notes initially sold in reliance on Rule 903.

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“Regulation S Temporary Global Note Legend” means the legend set forth in Section 2.06(g)(iii) hereof.

“Responsible Officer” means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such Person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

“Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend.

“Restricted Global Note” means a Global Note bearing the Private Placement Legend.

“Restricted Period” means the 40-day distribution compliance period as defined in Regulation S.

“Rule 144” means Rule 144 promulgated under the Securities Act.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Rule 903” means Rule 903 promulgated under the Securities Act.

“Rule 904” means Rule 904 promulgated under the Securities Act.

“S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Senior Credit Facilities” means the credit facility under the credit agreement to be entered into as of the Issue Date by and among the Issuer, the subsidiaries of the Issuer party thereto, the lenders party thereto in their capacities as lenders thereunder and Citibank, N.A., as Administrative Agent, including any guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements, refundings or refinancings thereof and any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof.

“Shelf Registration Statement” means the Shelf Registration Statement as defined in the Registration Rights Agreement.

“Stated Maturity” means the date specified in the Note as the fixed date on which the payment of principal of the Note is due and payable.

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“Subordinated Indebtedness” means

(1) any Indebtedness of the Issuer which is by its terms subordinated in right of payment to the Notes, and

(2) any Indebtedness of any Person who guarantees the Notes after the Issue Date which is by its terms subordinated in right of payment to the guarantee by such entity of the Notes.

“Subsidiary” means at any particular time, any company which is then directly or indirectly controlled or more than one half of whose issued equity share capital (or equivalent) is then beneficially owned by the Issuer and/or one or more of the Subsidiaries.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended (15 U.S.C §§ 77aaa-77bbbb).

“Trustee” means Law Debenture Trust Company of New York, as trustee, until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

“Unrestricted Definitive Note” means one or more Definitive Notes that do not bear and are not required to bear the Private Placement Legend.

“Unrestricted Global Note” means a permanent Global Note, substantially in the form of Exhibit A attached hereto that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or on behalf of and registered in the name of the Common Depositary, representing Notes that do not bear the Private Placement Legend.

“U.S. Person” means a U.S. person as defined in Rule 902(k) under the Securities Act.

Section 1.02 Other Definitions.

Term	Defined in Section
“Additional Amounts”	4.09
“Authentication Order”	2.02
“Base Currency”	12.17
“Covenant Defeasance”	8.03
“Event of Default”	6.01
“Legal Defeasance”	8.02
“Note Register”	2.03
“Paying Agent”	2.03
“Redemption Date”	3.07
“Registrar”	2.03

Section 1.03 Incorporation by Reference of Trust Indenture Act.

Whenever this Indenture refers to a provision of the Trust Indenture Act, the provision is incorporated by reference in and made a part of this Indenture.

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The following Trust Indenture Act terms used in this Indenture have the following meanings:

“indenture securities” means the Notes;

“indenture security Holder” means a Holder of a Note;

“indenture to be qualified” means this Indenture;

“indenture trustee” or “institutional trustee” means the Trustee; and

“obligor” on the Notes means the Issuer and any successor obligor upon the Notes.

All other terms used in this Indenture that are defined by the Trust Indenture Act, defined by Trust Indenture Act reference to another statute or defined by SEC rule under the Trust Indenture Act have the meanings so assigned to them.

Section 1.04 Rules of Construction.

Unless the context otherwise requires:

(a) a term has the meaning assigned to it;

(b) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(c) “or” is not exclusive;

(d) words in the singular include the plural, and in the plural include the singular;

(e) “will” shall be interpreted to express a command;

(f) provisions apply to successive events and transactions;

(g) references to sections of, or rules under, the Securities Act shall be deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time to time;

(h) unless the context otherwise requires, any reference to an “Article,” “Section” or “clause” refers to an Article, Section or clause, as the case may be, of this Indenture; and

(i) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not any particular Article, Section, clause or other subdivision.

Section 1.05 Acts of Holders.

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall become

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effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Issuer. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, shall be sufficient for any purpose of this Indenture and (subject to Section 7.01) conclusive in favor of the Trustee and the Issuer, if made in the manner provided in this Section 1.05.

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by or on behalf of any legal entity other than an individual, such certificate or affidavit shall also constitute proof of the authority of the Person executing the same. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that the Trustee deems sufficient.

(c) The ownership of Notes shall be proved by the Note Register.

(d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of any action taken, suffered or omitted by the Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

(e) The Issuer may, in the circumstances permitted by the Trust Indenture Act, set a record date for purposes of determining the identity of Holders entitled to give any request, demand, authorization, direction, notice, consent, waiver or take any other act, or to vote or consent to any action by vote or consent authorized or permitted to be given or taken by Holders. Unless otherwise specified, if not set by the Issuer prior to the first solicitation of a Holder made by any Person in respect of any such action, or in the case of any such vote, prior to such vote, any such record date shall be the later of 30 days prior to the first solicitation of such consent or the date of the most recent list of Holders furnished to the Trustee prior to such solicitation.

(f) Without limiting the foregoing, a Holder entitled to take any action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount at Stated Maturity of such Note or by one or more duly appointed agents, each of which may do so pursuant to such appointment with regard to all or any part of such principal amount at Stated Maturity. Any notice given or action taken by a Holder or its agents with regard to different parts of such principal amount at Stated Maturity pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.

(g) Without limiting the generality of the foregoing, a Holder, including the Common Depositary that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders and the Common Depositary that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such depositary’s standing instructions and customary practices.

(h) The Issuer may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by the Common Depositary entitled under the procedures of such depositary to make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this

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Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such request, demand, authorization, direction, notice, consent, waiver or other action, whether or not such Holders remain Holders after such record date. No such request, demand, authorization, direction, notice, consent, waiver or other action shall be valid or effective if made, given or taken more than 90 days after such record date.

ARTICLE 2

THE NOTES

Section 2.01 Form and Dating; Terms.

(a) General. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rules or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of €2,000 and integral multiples of €1,000 in excess of €2,000.

(b) Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount at Stated Maturity of Notes from time to time endorsed thereon and that the aggregate principal amount at Stated Maturity of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount at Stated Maturity of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

(c) Temporary Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Common Depositary, and registered in the name of the Common Depositary or the nominee of the Common Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The Restricted Period shall be terminated upon the receipt by the Trustee of:

(i) a written certificate from the Common Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount at Stated Maturity of each Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a 144A Global Note bearing a Private Placement Legend, all as contemplated by Section 2.06(b) hereof); and

(ii) an Officer’s Certificate from the Issuer.

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Following the termination of the Restricted Period, beneficial interests in each Regulation S Temporary Global Note shall be exchanged for beneficial interests in a Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of a Regulation S Permanent Global Note, the Trustee shall cancel the corresponding Regulation S Temporary Global Note. The aggregate principal amount at Stated Maturity of a Regulation S Temporary Global Note and a Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Common Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

(d) Terms. The aggregate principal amount at Stated Maturity of Notes that may be authenticated and delivered under this Indenture is unlimited.

The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

The Notes shall not be redeemable, other than as provided in Article 3.

Additional Notes ranking pari passu with the Initial Notes may be created and issued from time to time by the Issuer without notice to or consent of the Holders and shall be consolidated with and form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes. Any Additional Notes shall be issued with the benefit of an indenture supplemental to this Indenture.

(e) Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Notes.

Section 2.02 Execution and Authentication.

At least one Officer of the Issuer shall execute the Notes on behalf of the Issuer by manual or facsimile signature.

If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid.

A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto by the manual or facsimile signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture.

On the Issue Date, the Trustee shall, upon receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes and Exchange Notes for an aggregate principal amount at Stated Maturity and with an Accreted Value specified in such Authentication Order for such Additional Notes or Exchange Notes issued hereunder.

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The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Issuer.

Section 2.03 Registrar and Paying Agent.

The Issuer shall maintain (i) an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and (ii) an office or agency in the Borough of Manhattan, The City of New York, the State of New York and London, England where Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The Issuer may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar. For so long as the Notes are listed on the Luxembourg Stock Exchange’s Euro MTF Market and such market’s rules so require, the Issuer shall maintain a co-registrar in Luxembourg where Notes may be presented for registration of transfer or for exchange. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuer initially appoints Deutsche Bank AG, London Branch as the Custodian with respect to the Global Notes. The Issuer initially appoints Deutsche Bank AG, London Branch, as Paying Agent. The Issuer may change any Paying Agent or Registrar without prior notice to any Holder. The Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuer fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Issuer or any of its Subsidiaries may act as Paying Agent or Registrar. All Agents appointed under this Indenture shall be appointed pursuant to agency agreements among the Issuer, the Trustee and the Agent, as applicable.

The Issuer initially appoints Deutsche Bank AG, London Branch, as Common Depositary.

Section 2.04 Paying Agent to Hold Money in Trust.

The Issuer shall require the Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of Accreted Value, premium, if any, or Additional Interest, if any, or, without duplication, interest on the Notes, and will notify the Trustee of any default by the Issuer in making any such payment. While any such default continues, the Trustee may require the Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require the Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or one of its Subsidiaries) shall have no further liability for the money. If the Issuer or one of its Subsidiaries acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Issuer, the Trustee shall serve as Paying Agent for the Notes.

Section 2.05 Holder Lists.

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with Trust Indenture Act Section 312(a). If the Trustee is not the Registrar, the Issuer shall furnish to the Trustee at least two Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes and the Issuer shall otherwise comply with Trust Indenture Act Section 312(a).

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Section 2.06 Transfer and Exchange.

(a) Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Common Depositary or to a successor Common Depositary or a nominee of such successor Common Depositary. A Global Note shall be exchangeable for a Definitive Note if (x) Euroclear or Clearstream notifies the Issuer that it is unwilling or unable to continue as clearing agency or (y) the Common Depositary notifies the Issuer that it is unwilling or unable to continue as Common Depositary for such Global Note, and, in either case, a successor Common Depositary is not appointed by the Issuer within 120 days or (z) there shall have occurred and be continuing an Event of Default with respect to a Global Note. Upon the occurrence of any of the preceding events, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Common Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

(b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Common Depository, in accordance with the provisions of this Indenture and the applicable rules and procedures of Euroclear and Clearstream. Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

(i) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in a Regulation S Temporary Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(i).

(ii) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(i) hereof, the transferor of such beneficial interest must deliver to the Registrar either (A) (1) a written order from a Participant or an Indirect Participant given to the Common Depositary in accordance with the Applicable Procedures directing the Common Depositary to credit or cause to be credited a beneficial interest in another Global Note of the same series in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase or (B) (1) a written order from a Participant or an Indirect Participant given to the Common Depositary in accordance with the Applicable Procedures directing the

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Common Depositary to cause to be issued a Definitive Note of the same series in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the Common Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above; provided that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in a Regulation S Temporary Global Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903. Upon consummation of an Exchange Offer by the Issuer in accordance with Section 2.06(f) hereof, the requirements of this Section 2.06(b)(ii) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of such beneficial interests in the Restricted Global Notes. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount at Stated Maturity of the relevant Global Note(s) pursuant to Section 2.06(h) hereof.

(iii) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in a Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(ii) hereof and the Registrar receives the following:

(A) if the transferee will take delivery in the form of a beneficial interest in a 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; or

(B) if the transferee will take delivery in the form of a beneficial interest in a Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof.

(iv) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. A beneficial interest in a Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, in each case if the exchange or transfer complies with the requirements of Section 2.06(b)(ii) hereof and:

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuer;

(B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

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(D) the Registrar receives the following:

(1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note of the same series, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or

(2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note of the same series, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount at Stated Maturity equal to the aggregate principal amount at Stated Maturity of beneficial interests transferred pursuant to subparagraph (B) or (D) above.

Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

(c) Transfer or Exchange of Beneficial Interests for Definitive Notes.

(i) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon the occurrence of any of the events in paragraph (i) or (ii) of Section 2.06(a) hereof and receipt by the Registrar of the following documentation:

(A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

(B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(C) if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof;

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(D) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E) if such beneficial interest is being transferred to the Issuer, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(F) if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cause the aggregate principal amount at Stated Maturity of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuer shall execute and the Trustee shall authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount at Stated Maturity. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Common Depositary and the Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(i) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

(ii) Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes. Notwithstanding Sections 2.06(c)(i)(A) and (C) hereof, a beneficial interest in a Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) of the Securities Act, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

(iii) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events in subsection (i) or (ii) of Section 2.06(a) hereof and if:

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuer;

(B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

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(D) the Registrar receives the following:

(1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or

(2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(iv) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon the occurrence of any of the events in subsection (i) or (ii) of Section 2.06(a) hereof and satisfaction of the conditions set forth in Section 2.06(b)(ii) hereof, the Trustee shall cause the aggregate principal amount at Stated Maturity of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuer shall execute and the Trustee shall authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount at Stated Maturity. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from or through the Common Depositary and the Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall not bear the Private Placement Legend.

(d) Transfer and Exchange of Definitive Notes for Beneficial Interests.

(i) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

(A) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

(B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

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(C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof;

(D) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E) if such Restricted Definitive Note is being transferred to the Issuer or any of the Restricted Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(F) if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount at Stated Maturity of, in the case of clause (A) above, the applicable Restricted Global Note, in the case of clause (B) above, the applicable 144A Global Note, and in the case of clause (C) above, the applicable Regulation S Global Note.

(ii) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if:

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuer;

(B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D) the Registrar receives the following:

(1) if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or

(2) if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

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and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(ii), the Trustee shall cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount at Stated Maturity of the Unrestricted Global Note.

(iii) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount at Stated Maturity of one of the Unrestricted Global Notes.

If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraph (ii)(B), (ii)(D) or (iii) above at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount at Stated Maturity equal to the principal amount at Stated Maturity of Definitive Notes so transferred.

(e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e):

(i) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:

(A) if the transfer will be made pursuant to a QIB in accordance with Rule 144A, then the transferor must deliver a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(B) if the transfer will be made pursuant to Rule 903 or Rule 904 then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; or

(C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications required by item (3) thereof, if applicable.

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(ii) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if:

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuer;

(B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C) any such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D) the Registrar receives the following:

(1) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or

(2) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(iii) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

(f) Exchange Offer. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate (i) one or more Unrestricted Global Notes in an aggregate principal amount at Stated Maturity equal to the principal amount at Stated Maturity of the beneficial interests in the Restricted Global Notes of the same series tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Broker-Dealers, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Issuer, and accepted for exchange in the Exchange Offer and (ii) Unrestricted Definitive

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Notes in an aggregate principal amount at Stated Maturity equal to the principal amount at Stated Maturity of the Restricted Definitive Notes of the same series tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Broker-Dealers, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Issuer, and accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Notes, the Trustee shall cause the aggregate principal amount at Stated Maturity of the applicable Restricted Global Notes to be reduced accordingly, and the Issuer shall execute and the Trustee shall authenticate and mail to the Persons designated by the Holders of Definitive Notes so accepted Unrestricted Definitive Notes in the applicable principal amount at Stated Maturity. Any Notes that remain outstanding after the consummation of the Exchange Offer, and Exchange Notes issued in connection with the Exchange Offer, shall be treated as a single class of securities under this Indenture.

(g) Legends. The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture:

(i) Private Placement Legend.

(A) Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUER SO REQUESTS), OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.”

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(B) Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraph (b)(iv), (c)(iii), (c)(iv), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend.

(ii) Global Note Legend. Each Global Note shall bear a legend in substantially the following form:

“THIS GLOBAL NOTE IS HELD BY THE COMMON DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06(h) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR COMMON DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE COMMON DEPOSITARY TO A NOMINEE OF THE COMMON DEPOSITARY OR BY A NOMINEE OF THE COMMON DEPOSITARY TO THE COMMON DEPOSITARY OR ANOTHER NOMINEE OF THE COMMON DEPOSITARY OR BY THE COMMON DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR COMMON DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITARY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF BT GLOBENET NOMINEES LIMITED OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITARY (AND ANY PAYMENT IS MADE TO BT GLOBENET NOMINEES LIMITED OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, BT GLOBENET NOMINEES LIMITED, HAS AN INTEREST HEREIN.”

(iii) Regulation S Temporary Global Note Legend. The Regulation S Temporary Global Note shall bear a legend in substantially the following form:

“THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).”

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(iv) OID Legend. Each Note shall bear a legend in substantially the following form:

FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS NOTE WAS ISSUED WITH “ORIGINAL ISSUE DISCOUNT”. FOR EACH €1,000 PRINCIPAL AMOUNT AT STATED MATURITY OF THIS NOTE, THE ISSUE PRICE IS €583.37, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS €416.63, THE ISSUE DATE IS AUGUST 9, 2006 AND THE YIELD TO MATURITY IS 11 ¹/8% PER ANNUM VNU GROUP B.V. WILL PROMPTLY MAKE AVAILABLE TO THE HOLDER HEREOF INFORMATION REGARDING THE ISSUE PRICE, ISSUE DATE, YIELD TO MATURITY, AMOUNT OF ORIGINAL ISSUE DISCOUNT (AND ANY OTHER INFORMATION REQUIRED TO BE MADE AVAILABLE TO THE HOLDER PURSUANT TO U.S. TREASURY REGULATIONS), UPON THE WRITTEN REQUEST OF SUCH HOLDER DIRECTED TO VNU GROUP B.V., 770 BROADWAY, NEW YORK, NEW YORK, ATTENTION: CHIEF FINANCIAL OFFICER.

(h) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount at Stated Maturity of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Common Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Common Depositary at the direction of the Trustee to reflect such increase.

(i) General Provisions Relating to Transfers and Exchanges.

(i) To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.

(ii) No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.07, 2.10, 3.06, 3.09, 4.10, 4.14 and 9.05 hereof).

(iii) Neither the Registrar nor the Issuer shall be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

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(v) The Issuer shall not be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (C) to register the transfer of or to exchange a Note between a Record Date and the next succeeding Interest Payment Date.

(vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuer may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of Accreted Value of (and premium, if any) and, without duplication, interest (including Additional Interest, if any) on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuer shall be affected by notice to the contrary.

(vii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02 hereof, the Issuer shall execute, and the Trustee shall authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount at Stated Maturity.

(viii) At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount at Stated Maturity upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Section 2.02 hereof.

(ix) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

Section 2.07 Replacement Notes.

If any mutilated Note is surrendered to the Trustee, the Registrar or the Issuer and the Trustee receives evidence to its satisfaction of the ownership and destruction, loss or theft of any Note, the Issuer shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Issuer, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Issuer may charge for its expenses in replacing a Note.

Every replacement Note is a contractual obligation of the Issuer and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

Section 2.08 Outstanding Notes.

The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Note.

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If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser.

If the Accreted Value of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding, and interest (or accretion) on it ceases to accrue.

If the Paying Agent (other than the Issuer, or one of its Subsidiaries or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest (or accretion).

Section 2.09 Treasury Notes.

In determining whether the Holders of the required principal amount at Stated Maturity of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuer, or by any Affiliate of the Issuer, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to deliver any such direction, waiver or consent with respect to the Notes and that the pledgee is not an Issuer or any obligor upon the Notes or any Affiliate of the Issuer or of such other obligor.

Section 2.10 Temporary Notes.

Until certificates representing Notes are ready for delivery, the Issuer may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of certificated Notes but may have variations that the Issuer consider appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Issuer shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes.

Holders and beneficial holders, as the case may be, of temporary Notes shall be entitled to all of the benefits accorded to Holders, or beneficial holders, respectively, of Notes under this Indenture.

Section 2.11 Cancellation.

The Issuer at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee or, at the direction of the Trustee, the Registrar or the Paying Agent and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall destroy cancelled Notes (subject to the record retention requirement of the Exchange Act). Certification of the destruction of all cancelled Notes shall be delivered to the Issuer. The Issuer may not issue new Notes to replace Notes that they have paid or that have been delivered to the Trustee for cancellation.

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Section 2.12 Defaulted Interest.

If the Issuer defaults in a payment of interest on the Notes, it shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest to the Persons who are Holders of Notes of such series on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Issuer shall notify the Trustee and the Paying Agent in writing of the amount of defaulted interest proposed to be paid on the Notes and the date of the proposed payment, and at the same time the Issuer shall deposit with Deutsche Bank AG, London Branch an amount of money equal to the aggregate amount proposed to be paid in respect of such defaulted interest or shall make arrangements satisfactory to Deutsche Bank AG, London Branch for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such defaulted interest as provided in this Section 2.12. Deutsche Bank AG, London Branch shall fix or cause to be fixed each such special record date and payment date; provided that no such special record date shall be less than 10 days prior to the related payment date for such defaulted interest. Deutsche Bank AG, London Branch shall promptly notify the Issuer of such special record date. At least 15 days before the special record date, the Issuer (or, upon the written request of the Issuer, Deutsche Bank AG, London Branch in the name and at the expense of the Issuer) shall mail or cause to be mailed, first-class postage prepaid, to each Holder a notice at his or her address as it appears in the Note Register that states the special record date, the related payment date and the amount of such interest to be paid.

Subject to the foregoing provisions of this Section 2.12 and for greater certainty, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note.

Section 2.13 Common Code and ISIN Numbers

The Issuer in issuing the Notes may use Common Code and ISIN numbers (if then generally in use) and, if so, the Trustee shall use Common Code and ISIN numbers in notices of redemption as a convenience to Holders; provided, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer will as promptly as practicable notify the Trustee of any change in the Common Code and ISIN numbers.

ARTICLE 3

REDEMPTION

Section 3.01 Notices to Trustee.

If the Issuer elects to redeem Notes pursuant to Section 3.07 hereof, it shall furnish to Deutsche Bank AG, London Branch, at least 5 Business Days before notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to Section 3.03 hereof but not more than 60 days before a redemption date, an Officer’s Certificate setting forth (i) the paragraph or subparagraph of such Note and/or Section of this Indenture pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the Accreted Value of Notes to be redeemed and (iv) the redemption price.

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Section 3.02 Selection of Notes to Be Redeemed or Purchased.

If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, Deutsche Bank AG, London Branch shall select the Notes to be redeemed or purchased (a) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed or (b) on a pro rata basis or, to the extent that selection on a pro rata basis is not practicable, by lot or by such other method Deutsche Bank AG, London Branch considers fair and appropriate. In the event of partial redemption or purchase by lot, the particular Notes to be redeemed or purchased shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption date by Deutsche Bank AG, London Branch from the outstanding Notes not previously called for redemption or purchase.

Deutsche Bank AG, London Branch shall promptly notify the Issuer in writing of the Notes selected for redemption or purchase and, in the case of any Note selected for partial redemption or purchase, the principal amount at Stated Maturity thereof to be redeemed or purchased. Notes and portions of Notes selected shall be in principal amounts at Stated Maturity of €2,000 or whole multiples of €1,000 Notes of €2,000 or less can be redeemed in part, except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not a multiple of €1,000 shall be redeemed or purchased. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase.

Section 3.03 Notice of Redemption.

The Issuer shall mail or cause to be mailed by first-class mail, postage prepaid, notices of redemption at least 30 days but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at such Holder’s registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with Article 8 or Article 11 hereof. Notices of redemption may not be conditional.

The notice shall state:

(a) the redemption date;

(b) the redemption price;

(c) if any Note is to be redeemed in part only, the portion of the Accreted Value of that Note that is to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in Accreted Value equal to the unredeemed portion of the original Note representing the same indebtedness to the extent not redeemed will be issued in the name of the Holder of the Notes upon cancellation of the original Note;

(d) the name and address of the Paying Agent;

(e) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(f) that, unless the Issuer defaults in making such redemption payment, interest or accretion on Notes called for redemption ceases to accrue on and after the redemption date;

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(g) the paragraph or subparagraph of Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and

(h) that no representation is made as to the correctness or accuracy of the Common Code or ISIN number, if any, listed in such notice or printed on the Notes.

At the Issuer’s request, Deutsche Bank AG, London Branch shall give the notice of redemption in the Issuer’s name and at its expense; provided that the Issuer shall have delivered to Deutsche Bank AG, London Branch, at least 5 Business Days before notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to this Section 3.03 (unless a shorter notice shall be agreed to by Deutsche Bank AG, London Branch), an Officer’s Certificate requesting that Deutsche Bank AG, London Branch give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

Section 3.04 Effect of Notice of Redemption.

Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price. The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Note designated for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Subject to Section 3.05 hereof, on and after the redemption date, interest ceases to accrue on Notes or portions of Notes called for redemption.

Section 3.05 Deposit of Redemption or Purchase Price.

Prior to 10:00 a.m. (London time) on the redemption or purchase date, the Issuer shall deposit with the Paying Agent money sufficient to pay the redemption or purchase price of and, without duplication, accrued and unpaid interest (including Additional Interest, if any) on all Notes to be redeemed or purchased on that date. The Paying Agent shall promptly return to the Issuer any money deposited with the Paying Agent by the Issuer in excess of the amounts necessary to pay the redemption price of, and, without duplication, accrued and unpaid interest on, all Notes to be redeemed or purchased.

If the Issuer complies with the provisions of the preceding paragraphs, on and after the redemption or purchase date, interest (or accretion) shall cease to accrue on the Notes, or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased on or after a Record Date but on or prior to the related Interest Payment Date, then, without duplication, any accrued and unpaid interest to the redemption or purchase date shall be paid to the Person in whose name such Note was registered at the close of business on such Record Date. If any Note called for redemption or purchase shall not be so paid upon surrender for redemption or purchase because of the failure of the Issuer to comply with the preceding paragraph, interest shall be paid (or accretion shall continue) on the unpaid Accreted Value, from the redemption or purchase date until such Accreted Value is paid, and to the extent lawful on any interest accrued to the redemption or purchase date not paid on such unpaid Accreted Value, in each case at the rate provided in the Notes and in Section 4.01 hereof.

Section 3.06 Notes Redeemed or Purchased in Part.

Upon surrender of a Note that is redeemed or purchased in part, the Issuer shall issue and the Trustee shall authenticate for the Holder at the expense of the Issuer a new Note equal in Accreted Value to the unredeemed or unpurchased portion of the Note surrendered representing the same

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indebtedness to the extent not redeemed or purchased; provided that Note will be in a principal amount at Stated Maturity of €2,000 or an integral multiple of €1,000. It is understood that, notwithstanding anything in this Indenture to the contrary, only an Authentication Order and not an Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate such new Note.

Section 3.07 Optional Redemption.

(a) At any time prior to August 1, 2011, the Issuer may redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to the registered address of each Holder at a redemption price equal to 100% of the Accreted Value of the Notes redeemed plus the Applicable Premium as of the date of redemption (the “Redemption Date”) and, without duplication, and accrued and unpaid interest and Additional Interest, if any, to the Redemption Date, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date.

(b) The Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time, on giving not less than 30 nor more than 60 days’ notice to the Holders (which notice shall be irrevocable) at a redemption price equal to 100% of the Accreted Value of the Notes redeemed plus, without duplication, accrued and unpaid interest and Additional Interest, if any, and including all additional amounts, if any, that will become due as a result of the redemption or otherwise, if

(i) the Issuer satisfies the Trustee immediately before the giving of such notice that it has or will become obliged to pay Additional Amounts as a result of any change in, or amendment to, the laws or regulations of the Netherlands or any political subdivision or any authority thereof or therein having the power to tax, or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the Issue Date (but before August 1, 2016), and

(ii) such obligation cannot be avoided by the Issuer taking reasonable measures available to it, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such additional amounts were a payment in respect of the Notes then due.

Before the publication of any notice of redemption pursuant to this clause (b), the Issuer shall deliver to the Trustee an Officer’s Certificate stating that the obligation referred to in (i) above cannot be avoided by the Issuer taking reasonable measures available to it and the Trustee shall be entitled to accept such certificate as sufficient evidence of the satisfaction of the condition precedent set out in (ii) above in which event it shall be conclusive and binding on Holders. A copy of such notice of redemption will be sent to the Luxembourg Stock Exchange prior to the date for such redemption.

(c) Except pursuant to clause (a) or (b) of this Section 3.07, the Notes will not be redeemable at the Issuer’s option prior to August 1, 2011.

(d) On and after August 1, 2011, the Issuer may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice by first-class mail, postage prepaid, with a copy to the Trustee, to each Holder at the address of such Holder appearing in the security register, at the redemption prices (expressed as percentages of principal amount at Stated Maturity of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on August 1 of each of the years indicated below:

Year	Percentage
2011	105.563	%
2012	103.708	%
2013	101.854	%
2014 and thereafter	100.000	%

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(e) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Section 3.08 Mandatory Redemption.

The Issuer shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

ARTICLE 4

COVENANTS

Section 4.01 Payment of Notes.

The Issuer shall pay or cause to be paid the Accreted Value of, premium, if any, Additional Interest, if any, and, without duplication, interest on the Notes on the dates and in the manner provided in the Notes. Accreted Value, premium, if any, Additional Interest, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Issuer or a Subsidiary, holds as of 10:00 A.M. London Time on the due date money deposited by the Issuer in immediately available funds and designated for and sufficient to pay all Accreted Value, premium, if any, and, without duplication, interest then due.

The Issuer shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement.

The Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to the then applicable interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest (without regard to any applicable grace period) at the same rate to the extent lawful.

Section 4.02 Maintenance of Office or Agency.

The Issuer shall maintain the office or agency required under Section 2.03 where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

The Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided that no such designation or rescission shall in any manner relieve the

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Issuer of its obligation to maintain an office or agency required under Section 2.03. The Issuer shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

The Issuer hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Issuer in accordance with Section 2.03 hereof.

Section 4.03 [Reserved].

Section 4.04 Compliance Certificate.

(a) The Issuer shall deliver to the Trustee, within 90 days after the end of each fiscal year ending after the Issue Date, a certificate from the principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of the Issuer during the preceding fiscal year has been made under the supervision of the signing Officer with a view to determining whether the Issuer has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to such Officer signing such certificate, that to the best of his or her knowledge the Issuer has kept, observed, performed and fulfilled each and every condition and covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions, covenants and conditions of this Indenture (or, if a Default shall have occurred, describing all such Defaults of which he or she may have knowledge and what action the Issuer is taking or proposes to take with respect thereto).

(b) When any Default has occurred and is continuing under this Indenture, or if the Trustee or the holder of any other evidence of Indebtedness of the Issuer or any Subsidiary gives any notice or takes any other action with respect to a claimed Default, the Issuer shall promptly (which shall be no more than five (5) Business Days) deliver to the Trustee by registered or certified mail or by facsimile transmission an Officer’s Certificate specifying such event and what action the Issuer propose to take with respect thereto.

Section 4.05 Taxes.

The Issuer shall pay, and shall cause each of the Restricted Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate negotiations or proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes.

Section 4.06 Stay, Extension and Usury Laws.

The Issuer covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenant that it shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted.

Section 4.07 Negative Pledge.

So long as any of the Notes remain outstanding, neither the Issuer nor any of its Material Subsidiaries will secure any Indebtedness by any lien, pledge, charge, or other security device upon any of its assets or revenues unless it shall, simultaneously with or prior to the creation of such security, take

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any and all action necessary to secure the obligations of the Issuer under the Notes and the Indenture equally and ratably with such indebtedness to the satisfaction of the Trustee or provide such other security for the Notes and the Indenture as the Trustee in its absolute discretion shall deem to be not materially less beneficial to the relevant Holders or as shall be approved by the Holders of a majority in principal amount at Stated Maturity of the Notes of the relevant Holders, except for any Permitted Encumbrance.

Section 4.08 Corporate Existence.

Subject to Article 5 hereof, the Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its corporate existence and (ii) the rights (charter and statutory), licenses and franchises of the Issuer; provided that the Issuer shall not be required to preserve any such right, license or franchise, if the Issuer in good faith shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Issuer.

Section 4.09 Withholding Taxes.

All payments of Accreted Value and interest by or on behalf of the Issuer in respect of the Notes shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within the Netherlands or any authority therein or thereof having power to tax, unless such withholding or deduction is required by law. In that event, the Issuer shall pay such additional amounts (the “Additional Amounts”) as shall result in receipt by the Holders of such amounts as would have been received by them had no such withholding or deduction been required, except that no such additional amounts shall be payable with respect to any Note:

(i) to, or to a third party on behalf of, a Holder who is liable to such taxes, duties, assessments or governmental charges in respect of such Note by reason of his having some connection with the Netherlands other than the mere holding of the Note; or

(ii) to, or to a third party on behalf of, a Holder who could lawfully avoid (but has not so avoided) such deduction or withholding by complying or procuring that any third party complies with any statutory requirements or by making or procuring that any third party makes a declaration of non-residence or other similar claim for exemption to any tax authority in the place where the relevant Note is presented for payment; or

(iii) presented for payment more than 30 days after the Relevant Date except to the extent that the Holder of it would have been entitled to such additional amounts on presenting it for payment on the thirtieth day; or

(iv) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive; or

(v) presented for payment by or on behalf of a Holder who would have been able to avoid such withholding or deduction by presenting the relevant Note to another paying agent in a member state of the European Union.

As used in herein, “Relevant Date” in respect of any Note means the date on which payment in respect of it first becomes due or (if any amount of the money payable is improperly withheld or refused) the date on which payment in full of the amount outstanding is made or (if earlier) the date seven days after that on which notice is duly given to the Holder that, upon further presentation of the Note, such payment will be made, provided that payment is in fact made upon such presentation.

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ARTICLE 5

RESERVED

ARTICLE 6

DEFAULTS AND REMEDIES

Section 6.01 Events of Default.

(a) An “Event of Default” wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(1) in the event of default in any payment on the Notes, if such default shall remain unremedied for a period of 15 Business Days after notice in writing thereof is given by the Trustee to the Issuer;

(2) in the event of default in the due performance of any other provision of the Notes or this Indenture, if such default shall remain unremedied for a period of 30 Business Days after written notice thereof is given by the Trustee to the Issuer;

(3) in the event of bankruptcy (faillissement) of the Issuer or any Material Subsidiary or in the event that the Issuer or any Material Subsidiary files a petition for a moratorium (suréance van betaling);

(4) in the event of dissolution (ontbinding) of the Issuer or any Material Subsidiary prior to the payment of the Notes in full (except for (a) in any such case, a dissolution for the purpose of and followed by a reconstruction, reorganization or amalgamation the terms of which have previously been approved in writing by the Trustee or by the Holders of a majority in principal amount at Stated Maturity of the Notes, (b) in the case of the Issuer, the substitution in the place of the Issuer of a substituted obligor the terms of which have previously been approved as aforesaid, or (c) in the case of a Material Subsidiary, whereby the undertaking and assets of the Material Subsidiary are transferred to or otherwise vested in the Issuer or another of its subsidiaries); or

(5) in the event of the default of the Issuer or any Material Subsidiary as to due and punctual payment of Accreted Value, premium (if any) or interest on any Indebtedness of the Issuer or any Material Subsidiary, as and when the same shall become due and payable, if such default shall continue for more than the longer of (i) fifteen days or (ii) the period of grace (if any) specified in the terms thereof, and the time for payment of such Accreted Value, premium (if any) and interest has not been validly extended;

provided that in the case of the happening of any of the events mentioned in paragraph (2) above, only if the Trustee shall have certified in writing that such event is, in its opinion, materially prejudicial to the interests of the Holders.

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(b) In the event of any Event of Default specified in clause (5) above, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose:

(1) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged;

(2) holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or

(3) the default that is the basis for such Event of Default has been cured.

Section 6.02 Acceleration.

(a) If any Event of Default (other than of a type specified in clause (3) of Section 6.01(a) hereof) occurs and is continuing under this Indenture, the Trustee or the Holders of at least 30% in principal amount at Stated Maturity of the then total outstanding Notes may declare the principal (or Accreted Value), premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately; provided, however, that so long as any Indebtedness under the Senior Credit Facilities shall be outstanding, no such acceleration shall be effective until the earlier of:

(1) acceleration of any such Indebtedness under the Senior Credit Facilities; or

(2) five Business Days after the giving of written notice of such acceleration to the Issuer and the administrative agent under the Senior Credit Facilities.

(b) Upon the effectiveness of such declaration, such principal (or Accreted Value) and interest will be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising under clause (3) of the first paragraph of this section, all outstanding Notes will become due and payable without further action or notice. The Trustee may withhold from the Holders notice of any continuing Default, except a Default relating to the payment of principal (or Accreted Value), premium, if any, or interest, if it determines that withholding notice is in their interest. In addition, the Trustee shall have no obligation to accelerate the Notes if in the best judgment of the Trustee acceleration is not in the best interest of the Holders of the Notes

(c) The Holders of a majority in aggregate principal amount at Stated Maturity of the then outstanding Notes by written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences hereunder except a continuing Default in the payment of interest on, premium, if any, or the principal (or Accreted Value) of any Note held by a non-consenting Holder.

Section 6.03 Other Remedies.

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal (or Accreted Value), premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

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Section 6.04 Waiver of Past Defaults.

Holders of not less than a majority in aggregate principal amount at Stated Maturity of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences hereunder, except a continuing Default in the payment of the principal (or Accreted Value) of, premium, if any, Additional Interest, if any, or interest on, any Note held by a non-consenting Holder; provided, subject to Section 6.02 hereof, that the Holders of a majority in aggregate principal amount at Stated Maturity of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

Section 6.05 Control by Majority.

Holders of a majority in principal amount at Stated Maturity of the then total outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder of a Note or that would involve the Trustee in personal liability.

Section 6.06 Limitation on Suits.

Subject to Section 6.07 hereof, no Holder of a Note may pursue any remedy with respect to this Indenture or the Notes unless:

(1) such Holder has previously given the Trustee notice that an Event of Default is continuing;

(2) Holders of at least 30% in principal amount at Stated Maturity of the total outstanding Notes have requested the Trustee to pursue the remedy;

(3) Holders of the Notes have offered the Trustee reasonable security or indemnity against any loss, liability or expense;

(4) the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and

(5) Holders of a majority in principal amount at Stated Maturity of the total outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note.

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Section 6.07 Rights of Holders of Notes to Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal (or Accreted Value), premium, if any, and Additional Interest, if any, and interest on the Note, on or after the respective due dates expressed in the Note, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Section 6.08 Collection Suit by Trustee.

If an Event of Default specified in Section 6.01(a)(1) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuer for the whole amount of principal (or Accreted Value) of, premium, if any, and Additional Interest, if any, and, without duplication, interest remaining unpaid on the Notes and interest on overdue principal (or Accreted Value) and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

Section 6.09 Restoration of Rights and Remedies.

If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceedings, the Issuer, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding has been instituted.

Section 6.10 Rights and Remedies Cumulative.

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.07 hereof, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 6.11 Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Holder of any Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

Section 6.12 Trustee May File Proofs of Claim.

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Issuer (or any other obligor

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upon the Notes), its creditors or its property and shall be entitled and empowered to participate as a member in any official committee of creditors appointed in such matter and to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.13 Priorities.

If the Trustee or any Agent collects any money pursuant to this Article 6, it shall pay out the money in the following order:

(i) to the Trustee, any Agent, their agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee or any Agent and the costs and expenses of collection;

(ii) to Holders of Notes for amounts due and unpaid on the Notes for principal (or Accreted Value), premium, if any, and Additional Interest, if any, and, without duplication, interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal (or Accreted Value), premium, if any, and Additional Interest, if any, and, without duplication, interest, respectively; and

(iii) to the Issuer or to such party as a court of competent jurisdiction shall direct.

The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.13.

Section 6.14 Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.14 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount at Stated Maturity of the then outstanding Notes.

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ARTICLE 7

TRUSTEE

Section 7.01 Duties of Trustee.

(a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b) Except during the continuance of an Event of Default:

(i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.

(c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i) this paragraph does not limit the effect of paragraph (b) of this Section 7.01;

(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and

(iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof.

(d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01.

(e) The Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders of the Notes unless the Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense.

(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

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Section 7.02 Rights of Trustee.

(a) The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney at the sole cost of the Issuer and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care.

(d) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer shall be sufficient if signed by an Officer of the Issuer.

(f) None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it.

(g) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture.

(h) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(i) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.

(j) In the event the Issuer is required to pay Additional Interest, the Issuer will provide written notice to the Trustee of the Issuer’s obligation to pay Additional Interest no later than 15 days prior to the next Interest Payment Date, which notice shall set forth the amount of the Additional Interest to be paid by the Issuer. The Trustee shall not at any time be under any duty or responsibility to any Holders to determine whether the Additional Interest is payable and the amount thereof.

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Section 7.03 Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer or any Affiliate of the Issuer with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

Section 7.04 Trustee’s Disclaimer.

The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Issuer’s use of the proceeds from the Notes or any money paid to the Issuer or upon the Issuer’s direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.

Section 7.05 Notice of Defaults.

If a Default occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to Holders of Notes a notice of the Default within 90 days after it occurs. Except in the case of a Default relating to the payment of Accreted Value, premium, if any, or interest on any Note, the Trustee may withhold from the Holders notice of any continuing Default if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes. The Trustee shall not be deemed to know of any Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is such a Default is received by the Trustee at the Corporate Trust Office of the Trustee.

Section 7.06 Reports by Trustee to Holders of the Notes.

Within 60 days after each May 15, beginning with the May 15 following the date of this Indenture, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders of the Notes a brief report dated as of such reporting date that complies with Trust Indenture Act Section 313(a) (but if no event described in Trust Indenture Act Section 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with Trust Indenture Act Section 313(b)(2). The Trustee shall also transmit by mail all reports as required by Trust Indenture Act Section 313(c).

A copy of each report at the time of its mailing to the Holders of Notes shall be mailed to the Issuer and filed with the SEC and each stock exchange on which the Notes are listed in accordance with Trust Indenture Act Section 313(d). The Issuer shall promptly notify the Trustee when the Notes are listed on any stock exchange.

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Section 7.07 Compensation and Indemnity.

The Issuer shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the parties shall agree in writing from time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

The Issuer shall indemnify the Trustee for, and hold the Trustee harmless against, any and all loss, damage, claims, liability or expense (including attorneys’ fees) incurred by it in connection with the acceptance or administration of this trust and the performance of its duties hereunder (including the costs and expenses of enforcing this Indenture against the Issuer (including this Section 7.07) or defending itself against any claim whether asserted by any Holder or the Issuer, or liability in connective with the acceptance, exercise or performance of any of its powers or duties hereunder). The Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. The Issuer shall defend the claim and the Trustee may have separate counsel and the Issuer shall pay the fees and expenses of such counsel. The Issuer need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct, negligence or bad faith.

The obligations of the Issuer under this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee.

To secure the payment obligations of the Issuer in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay Accreted Value and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture.

When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(a)(3) or (4) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

The Trustee shall comply with the provisions of Trust Indenture Act Section 313(b)(2) to the extent applicable.

Section 7.08 Replacement of Trustee.

A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Issuer. The Holders of a majority in principal amount at Stated Maturity of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuer in writing. The Issuer may remove the Trustee if:

(a) the Trustee fails to comply with Section 7.10 hereof;

(b) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

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(c) a custodian or public officer takes charge of the Trustee or its property; or

(d) the Trustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuer shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount at Stated Maturity of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuer.

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee (at the Issuer’s expense), the Issuer or the Holders of at least 10% in principal amount at Stated Maturity of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuer’s obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee.

Section 7.09 Successor Trustee by Merger, etc.

If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee.

Section 7.10 Eligibility; Disqualification.

There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition.

This Indenture shall always have a Trustee who satisfies the requirements of Trust Indenture Act Sections 310(a)(1), (2) and (5). The Trustee is subject to Trust Indenture Act Section 310(b).

Section 7.11 Preferential Collection of Claims Against Issuer.

The Trustee is subject to Trust Indenture Act Section 311(a), excluding any creditor relationship listed in Trust Indenture Act Section 311(b). A Trustee who has resigned or been removed shall be subject to Trust Indenture Act Section 311(a) to the extent indicated therein.

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ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.

The Issuer may, at its option and at any time, elect to have either Section 8.02 or 8.03 hereof applied to all outstanding Notes upon compliance with the conditions set forth below in this Article 8.

Section 8.02 Legal Defeasance and Discharge.

Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

(a) the rights of Holders of Notes to receive payments in respect of the principal (or Accreted Value) of, premium, if any, and, without duplication, interest on the Notes when such payments are due solely out of the trust created pursuant to this Indenture referred to in Section 8.04 hereof;

(b) the Issuer’s obligations with respect to Notes concerning issuing temporary Notes, registration of such Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(c) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuer’s obligations in connection therewith; and

(d) this Section 8.02.

Subject to compliance with this Article 8, the Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Section 8.03 Covenant Defeasance.

Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from its obligations under the covenants contained in Sections 4.04, 4.05, 4.07, 4.08 and 4.09 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding

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Notes, the Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(a)(2), 6.01(a)(5), 6.01(a)(3) (solely with respect to Material Subsidiaries) and 6.01(a)(4) (solely with respect to Material Subsidiaries).

Section 8.04 Conditions to Legal or Covenant Defeasance.

The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes:

In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes:

(1) the Issuer must irrevocably deposit with Deutsche Bank AG, London Branch, in trust, for the benefit of the Holders of the Notes, euro or Government Securities, in each case in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the Accreted Value of, premium, if any, and interest due on the Notes on the stated maturity date or on the redemption date, as the case may be, of such Accreted Value, premium, if any, or interest on such Notes and the Issuer must specify whether such Notes are being defeased to maturity or to a particular redemption date;

(2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee (i) an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions,

(a) the Issuer has received from, or there have been published by, the United States Internal Revenue Service a ruling, or

(b) since the issuance of the Notes, there has been a change in the applicable U.S. federal income tax law,

in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred and (ii) an opinion of counsel in the Netherlands reasonably acceptable to the Trustee to the effect that (a) the Holders of the outstanding Notes will not recognize income, gain or loss for Dutch income tax purposes as a result of such Legal Defeasance and will be subject Dutch income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred and (b) payments from the defeasance trust will be free and exempt from any and all withholding and other income taxes of whatever nature imposed or levied by or on behalf of the Netherlands or any political subdivision thereof or therein having the power to tax;

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(3) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee (i) an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred and (ii) an opinion of counsel in the Netherlands reasonably acceptable to the Trustee to the effect that (a) the Holders of the outstanding Notes will not recognize income, gain or loss for Dutch income tax purposes as a result of such Covenant Defeasance and will be subject to Dutch income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred and (b) payments from the defeasance trust will be free and exempt from any and all withholding and other income taxes of whatever nature imposed or levied by or on behalf of the Netherlands or any political subdivision thereof or therein having the power to tax;

(4) no Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit;

(5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than this Indenture) to which, the Issuer is a party or by which the Issuer is bound (other than that resulting from any borrowing of funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and the granting of Liens in connection therewith);

(6) the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of Section 547 of Title 11 of the United States Code;

(7) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or others; and

(8) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

Section 8.05 Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions.

Subject to Section 8.06 hereof, all money and Government Securities (including the proceeds thereof) deposited with Deutsche Bank AG, London Branch (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by Deutsche Bank AG, London Branch, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of Accreted Value, premium and Additional Interest, if any, and, without duplication, interest, but such money need not be segregated from other funds except to the extent required by law.

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The Issuer shall pay and indemnify the Trustee and Deutsche Bank AG, London Branch against any tax, fee or other charge imposed on or assessed against the cash or Government Securities deposited pursuant to Section 8.04 hereof or the Accreted Value and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

Anything in this Article 8 to the contrary notwithstanding, Deutsche Bank AG, London Branch shall deliver or pay to the Issuer from time to time upon the request of the Issuer any money or Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to Deutsche Bank AG, London Branch (which may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06 Repayment to Issuer.

Any money deposited with Deutsche Bank AG, London Branch or any Paying Agent, or then held by the Issuer, in trust for the payment of the Accreted Value of, premium and Additional Interest, if any, or, without duplication, interest on any Note and remaining unclaimed for two years after such Accreted Value, and premium and Additional Interest, if any, or interest has become due and payable shall be paid to the Issuer on its request or (if then held by the Issuer) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, shall thereupon cease.

Section 8.07 Reinstatement.

If Deutsche Bank AG, London Branch or the Paying Agent is unable to apply any euro or Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuer’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided that, if the Issuer makes any payment of Accreted Value of, premium and Additional Interest, if any, or, without duplication, interest on any Note following the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee, Deutsche Bank AG, London Branch or the Paying Agent.

ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01 Without Consent of Holders of Notes.

Notwithstanding Section 9.02 hereof, the Issuer and the Trustee may amend or supplement this Indenture or Notes without the consent of any Holder:

(1) to cure any ambiguity, omission, mistake, defect or inconsistency;

(2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes;

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(3) [Reserved];

(4) to provide the assumption of an Issuer’s obligations to the Holders;

(5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder;

(6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon an Issuer;

(7) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act;

(8) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee thereunder pursuant to the requirements thereof;

(9) to provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are not freely transferable;

(10) to add a guarantor under this Indenture;

(11) to conform the text of this Indenture or the Notes to any provision of the “Description of Senior Notes” section of the Offering Memorandum to the extent that such provision in such “Description of Senior Notes” section was intended to be a verbatim recitation of a provision of this Indenture or Notes; or

(12) making any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes.

Upon the request of the Issuer accompanied by a resolution of its board of directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a guarantor under this Indenture upon execution and delivery by such guarantor and the Trustee of a supplemental indenture to this Indenture and delivery of an Officer’s Certificate.

Section 9.02 With Consent of Holders of Notes.

Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture and the Notes with the consent of the Holders of at least a majority in principal amount at Stated Maturity of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing

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Default or Event of Default (other than a Default or Event of Default in the payment of the Accreted Value of, premium and Additional Interest, if any, or, without duplication, interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount at Stated Maturity of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02.

Upon the request of the Issuer accompanied by a resolution of its board of directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuer in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture.

It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.

After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.

Without the consent of each affected Holder of Notes, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

(1) reduce the Accreted Value of such Notes whose Holders must consent to an amendment, supplement or waiver;

(2) reduce the Accreted Value of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes;

(3) reduce the rate of or change the time for payment of interest on any Note;

(4) waive a Default in the payment of Accreted Value of or premium, if any, or (without duplication) interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount at Stated Maturity of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any guarantee which cannot be amended or modified without the consent of all Holders;

(5) make any Note payable in money other than that stated therein;

(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of Accreted Value of or premium, if any, or interest on the Notes;

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(7) make any change in these amendment and waiver provisions;

(8) impair the right of any Holder to receive payment of Accreted Value of, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;

(9) make any change to the ranking of the Notes that would adversely affect the Holders; or

(10) change the method of calculating Accreted Value.

Section 9.03 Compliance with Trust Indenture Act.

Every amendment or supplement to this Indenture or the Notes shall be set forth in an amended or supplemental indenture that complies with the Trust Indenture Act as then in effect.

Section 9.04 Revocation and Effect of Consents.

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

The Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement, or waiver. If a record date is fixed, then, notwithstanding the preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only such Persons, shall be entitled to consent to such amendment, supplement, or waiver or to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date unless the consent of the requisite number of Holders has been obtained.

Section 9.05 Notation on or Exchange of Notes.

The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Issuer in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver.

Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

Section 9.06 Trustee to Sign Amendments, etc.

The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Issuer may not sign an amendment, supplement or waiver until the board of directors approves it. In executing any amendment, supplement or waiver, the Trustee shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the

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documents required by Section 12.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer, enforceable against it in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.03). Notwithstanding the foregoing, no Opinion of Counsel will be required for the Trustee to execute any amendment or supplement adding a guarantor under this Indenture.

Section 9.07 Payment for Consent.

Neither the Issuer nor any Affiliate of the Issuer shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to all Holders and is paid to all Holders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement.

ARTICLE 10

RESERVED

ARTICLE 11

SATISFACTION AND DISCHARGE

Section 11.01 Satisfaction and Discharge.

This Indenture shall be discharged and shall cease to be of further effect as to all Notes, when either:

(1) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or

(2)(A) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise, shall become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption and redeemed by the Trustee in the name, and at the expense, of the Issuer and the Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of the Notes, cash in euro, Government Securities, or a combination thereof in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for Accreted Value, premium, if any, and accrued interest to the date of maturity or redemption;

(B) no Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under any material agreement or instrument governing Indebtedness (other than this Indenture) to which

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the Issuer is a party or by which the Issuer is bound (other than that resulting from any borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit and the granting of Liens in connection therewith);

(C) the Issuer has paid or caused to be paid all sums payable by it under this Indenture; and

(D) the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at Stated Maturity or the redemption date, as the case may be.

In addition, the Issuer must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Notwithstanding the satisfaction and discharge of this Indenture, if money shall have been deposited with the Trustee pursuant to subclause (A) of clause (2) of this Section 11.01, the provisions of Section 11.02 and Section 8.06 hereof shall survive.

Section 11.02 Application of Trust Money.

Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 11.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the Accreted Value (and premium and Additional Interest, if any) and (without duplication) interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 11.01 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 hereof; provided that if the Issuer has made any payment of Accreted Value of, premium and Additional Interest, if any, or (without duplication) interest on any Notes because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.

ARTICLE 12

MISCELLANEOUS

Section 12.01 Trust Indenture Act Controls.

If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by Trust Indenture Act Section 318(c), the imposed duties shall control.

Section 12.02 Notices.

Any notice or communication by the Issuer, the Trustee or the Paying Agent to the others is duly given if in writing and delivered in person or mailed by first-class mail (registered or certified,

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return receipt requested), fax or overnight air courier guaranteeing next day delivery, to the others’ address:

If to the Issuer:

c/o VNU, Inc.

770 Broadway

New York, NY

Fax No.: (646) 654-5000

Attention: General Counsel

If to the Trustee:

Law Debenture Trust Company of New York

767 Third Avenue, 31^st Floor

New York, New York 10017

Fax No.: (212) 750-1361

Attention: Boris Treyger

If to Deustche Bank AG, London Branch:

Deutsche Bank AG London

Winchester House

1 Great Winchester Street

London EC2N 2DB

Fax: 0207 547 6149

Attention: Trust and Securities Services

The Issuer, the Trustee or the Paying Agent, by notice to the others, may designate additional or different addresses for subsequent notices or communications.

All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five calendar days after being deposited in the mail, postage prepaid, if mailed by first-class mail; when receipt acknowledged, if faxed; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery; provided that any notice or communication delivered to the Trustee shall be deemed effective upon actual receipt thereof.

Any notice or communication to a Holder shall be mailed by first-class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication shall also be so mailed to any Person described in Trust Indenture Act Section 313(c), to the extent required by the Trust Indenture Act. So long as the Notes are listed on the Luxembourg Stock Exchange and it is required by the rules of the Luxembourg Stock Exchange, such notice to the Holders of the Euro Notes will be published in English in a leading newspaper having general circulation in Luxembourg (which is expected to be the d’ Wort) or, if such publication is not practicable, in one other leading English language daily newspaper with general circulation in Europe, such newspaper being published on each business day in morning editions, whether or not it shall be published in Saturday, Sunday or holiday editions. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

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If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

If the Issuer mails a notice or communication to Holders, it shall mail a copy to the Trustee and each Agent at the same time.

Section 12.03 Communication by Holders of Notes with Other Holders of Notes.

Holders may communicate pursuant to Trust Indenture Act Section 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Issuer, the Trustee, the Registrar and anyone else shall have the protection of Trust Indenture Act Section 312(c).

Section 12.04 Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Issuer to the Trustee to take any action under this Indenture, the Issuer shall furnish to the Trustee:

(a) An Officer’s Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

(b) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Section 12.05 Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to Section 4.04 hereof or Trust Indenture Act Section 314(a)(4)) shall comply with the provisions of Trust Indenture Act Section 314(e) and shall include:

(a) a statement that the Person making such certificate or opinion has read such covenant or condition;

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with (and, in the case of an Opinion of Counsel, may be limited to reliance on an Officer’s Certificate as to matters of fact); and

(d) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.

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Section 12.06 Rules by Trustee and Agents.

The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders.

No director, officer, employee, incorporator or stockholder of the Issuer or any of its parent companies shall have any liability for any obligations of the Issuer under the Notes or this Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

Section 12.08 Governing Law.

THIS INDENTURE AND THE NOTES WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 12.09 Waiver of Jury Trial.

EACH OF THE ISSUER AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 12.10 Force Majeure.

In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services.

Section 12.11 No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Issuer or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 12.12 Successors.

All agreements of the Issuer in this Indenture and the Notes shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors. All references to Deutsche Bank AG, London Branch in this Indenture shall include its successors and assigns.

Section 12.13 Severability.

In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

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Section 12.14 Counterpart Originals.

The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

Section 12.15 Table of Contents, Headings, etc.

The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

Section 12.16 Qualification of Indenture.

The Issuer shall qualify this Indenture under the Trust Indenture Act in accordance with the terms and conditions of the Registration Rights Agreement and shall pay all reasonable costs and expenses (including attorneys’ fees and expenses for the Issuer and the Trustee) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and the Notes and printing this Indenture and the Notes. The Trustee shall be entitled to receive from the Issuer any such Officer’s Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the Trust Indenture Act.

Section 12.17 Currency of Account; Conversion of Currency; Foreign Exchange Restrictions.

(a) Euros are the sole currency of account and payment for all sums payable by the Issuer under or in connection with the Notes or this Indenture to the extent it relates to the Notes, including damages related thereto. Any amount received or recovered in a currency other than Euro (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the winding-up or dissolution of the Issuer or otherwise) in respect of any sum expressed to be due to it from the Issuer shall only constitute a discharge to the Issuer to the extent of the Euro amount which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If that Euro amount is less than the Euro amount expressed to be due to the recipient under the Notes, the Issuer shall indemnify it against any loss sustained by it as a result as set forth in Section 11.16(b). In any event, the Issuer shall indemnify the recipient against the cost of making any such purchase. For the purposes of this Section 12.17, it will be sufficient for the Holder of a Note to certify in a satisfactory manner (indicating sources of information used) that it would have suffered a loss had an actual purchase of Euros been made with the amount so received in that other currency on the date of receipt or recovery (or, if a purchase of Euros on such date had not been practicable, on the first date on which it would have been practicable, it being required that the need for a change of date be certified in the manner mentioned above). The indemnities set forth in this Section 12.17 constitute separate and independent obligations from other obligations of the Issuer shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by any Holder of the Notes and shall continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under the Notes.

(b) The Issuer covenants and agrees that the following provisions shall apply to conversion of currency in the case of the Notes and this Indenture:

(1) (A) If for the purpose of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency (the “Judgment

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Currency”) an amount due in any other currency (the “Base Currency”), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine).

(B) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Issuer will pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Currency originally due.

(2) In the event of the winding-up of the Issuer at any time while any amount or damages owing under the Notes and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Issuer shall indemnify and hold the Holders and the Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (i) the date as of which the Applicable Currency Equivalent of the amount due or contingently due under the Notes and this Indenture (other than under this subsection (b)(2)) is calculated for the purposes of such winding-up and (ii) the final date for the filing of proofs of claim in such winding-up. For the purpose of this subsection (b)(2), the final date for the filing of proofs of claim in the winding-up of the Issuer shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Issuer may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto.

(c) The obligations contained in subsections (a), (b)(1)(B) and (b)(2) of this Section 12.17 shall constitute separate and independent obligations from the other obligations of the Issuer under this Indenture, shall give rise to separate and independent causes of action against the Issuer, shall apply irrespective of any waiver or extension granted by any Holder or the Trustee or either of them from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Issuer for a liquidated sum in respect of amounts due hereunder (other than under subsection (b)(2) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the Trustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Issuer or the liquidator or otherwise or any of them. In the case of subsection (b)(2) above, the amount of such deficiency shall not be deemed to be reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution.

(d) The term “rate(s) of exchange” shall mean the rate of exchange quoted by Reuters at 10:00 a.m. (London time) for spot purchases of the Base Currency with the Judgment Currency other than the Base Currency referred to in subsections (b)(1) and (b)(2) above and includes any premiums and costs of exchange payable.

Section 12.18 Agent for Service; Submission to Jurisdiction; Waiver of Immunity.

(a) By the execution and delivery of this Indenture, the Issuer (A) acknowledges that it will, by separate written instrument, designate and appoint Nielsen Finance LLC (and any successor entity) as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Indenture that may be instituted in any Federal or state court in the State of New York,

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New York County, or brought under Federal or state securities laws, and acknowledges that Nielsen Finance LLC will accept such designation, (B) submits for itself and its property to the non-exclusive jurisdiction of any such court in any such suit or proceeding, (C) consents that any such proceeding may be brought in any such court and waives trial by jury and any objection that it may now or hereafter have to the venue of any such proceeding in any such court or that such proceeding was brought in any inconvenient court and agrees not to plead or claim the same, (D) agrees that service of process upon Nielsen Finance LLC and written notice of said service to the Issuer in accordance with Section 12.02 shall be deemed in every respect effective service of process upon the Issuer in any such suit or proceeding and (E) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction.

(b) To the extent that the Issuer may be entitled, in any jurisdiction in which judicial proceedings may at any time be commenced with respect to or arising out of this Indenture, to claim for itself or its revenues, assets or properties immunity (whether by reason of sovereignty or otherwise) from suit, from the jurisdiction of any court (including but not limited to any court of the United States of America or the State of New York), from attachment prior to judgment, from set-off, from execution of a judgment or from any other legal process, and to the extent that in any such jurisdiction there may be attributed such an immunity (whether or not claimed), the Issuer hereby irrevocably agrees not to claim and hereby irrevocably waives such immunity to the extent permitted by law.

[Signatures on following page]

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VNU GROUP B.V.
By:	/s/ Authorized Signatory
Name:
Title:

Signature Page to Senior Indenture

LAW DEBENTURE TRUST COMPANY OF NEW YORK,
as Trustee
By:	/s/ Authorized Signatory
Name:
Title:

Signature Page to Senior Indenture

EXHIBIT A

[Face of Note]

[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture]

[Insert OID Legend]

A-1

Common Code [                    ]

ISIN [                    ]¹

[[RULE 144A][REGULATION S] GLOBAL NOTE

representing up to

€                        ]

11 ¹/8% Senior Discount Notes due 2016

No.       [€                        ]

VNU GROUP B.V.

promises to pay to BT GLOBENET NOMINEES LIMITED or registered assigns the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto] [of                                          euro] on August 1, 2016.

Interest Payment Dates: February 1 and August 1

Record Dates: January 15 and July 15

¹ Rule 144A Note Common Code: 26356148

Rule 144A Note ISIN: XS0263561481

Regulation S Note Common Code: 26356105

Regulation S Note ISIN: XS0263561051

A-2

IN WITNESS HEREOF, the Issuer has caused this instrument to be duly executed.

Dated: August 9, 2006

VNU GROUP B.V.

By:

Name:

Title:

A-3

This is one of the Notes referred to in the within-mentioned Indenture:

LAW DEBENTURE TRUST COMPANY OF NEW YORK,
as Trustee
By:
	Authorized Signatory

A-4

[Back of Note]

11 ¹/8% Senior Discount Notes due 2016

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1. INTEREST. VNU Group B.V., a company incorporated in the Netherlands with a corporate seat in Amsterdam, promises to pay interest on the principal amount at Stated Maturity of this Note at 11 ¹/8% per annum in the manner specified below. Until August 1, 2011, interest on the Notes will accrue at the rate of 11 ¹/8% per annum in the form of an increase in the Accreted Value (representing amortization of original issue discount from the date of original issuance to August 1, 2011), such that the Accreted Value of each Note shall be equal to its principal amount at Stated Maturity at such date. Beginning on February 1, 2012, the Issuer will pay cash interest and Additional Interest, if any, semi-annually in arrears on February 1 and August 1 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from August 1, 2011. The Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace periods), from time to time on demand at the interest rate on the Notes. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

For purposes of the preceding paragraph, the following term shall have the following definition:

“Accreted Value” means, as of any date (the “Specified Date”), the amount provided below for each €1,000 principal amount at Stated Maturity of Notes:

(a) if the Specified Date occurs on one of the following dates (each, a “Semi-Annual Accrual Date”), the Accreted Value will equal the amount set forth below for such Semi-Annual Accrual Date:

Semi-Annual Accrual Date	Accreted Value
February 1, 2007	€	614.35
August 1, 2007	€	648.52
February 1, 2008	€	684.59
August 1, 2008	€	722.67
February 1, 2009	€	762.87
August 1, 2009	€	805.31
February 1, 2010	€	850.10
August 1, 2010	€	897.39
February 1, 2011	€	947.31
August 1, 2011	€	1,000.00

The foregoing Accreted Values shall be increased, if necessary, to reflect any accretion of Additional Interest.

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(b) if the Specified Date occurs before the first Semi-Annual Date, the Accreted Value will equal the sum of (A) the original issue (€583.37 for each €1,000 principal amount at Stated Maturity) price of a Note and (B) the amount equal to the product of (x) the Accreted Value for the first Semi-Annual Accrual Date less such original issue price multiplied by (y) a fraction, the numerator of which is the number of days from the Issue Date to the Specified Date, using a 360-day year of twelve 30-day months, and the denominator of which is the number of days from the Issue Date to the first Semi-Annual Accrual Date, using a 360-day year of twelve 30-day months;

(c) if the Specified Date occurs between two Semi-Annual Accrual Dates, the Accreted Value will equal the sum of (A) the Accreted Value for the Semi-Annual Accrual Date immediately preceding such Specified Date and (B) an amount equal to the product of (x) the Accreted Value for the immediately following Semi-Annual Accrual Date less the Accreted Value for the Semi-Annual Accrual Date immediately preceding such Specified Date multiplied by (y) a fraction, the numerator of which is the number of days from the immediately preceding Semi-Annual Accrual Date to the Specified Date, using a 360-day year of twelve 30-day months, and the denominator of which is 180; or

(d) if the Specified Date occurs on or after August 1, 2011, the Accreted Value will equal €1,000.

2. METHOD OF PAYMENT. The Issuer will pay interest on the Notes and Additional Interest, if any, to the Persons who are registered Holders of Notes at the close of business on the January 15 or July 15 (whether or not a Business Day), as the case may be, next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. After August 1, 2011, payment of interest and Additional Interest, if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders, provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest, premium and Additional Interest, if any, on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Issuer or the Paying Agent. Such payment shall be in euro.

3. PAYING AGENT AND REGISTRAR. Initially, Deutsche Bank AG, London Branch, will act as Paying Agent and Registrar. The Issuer may change any Paying Agent or Registrar without notice to the Holders. The Issuer or any of its Subsidiaries may act in any such capacity.

4. INDENTURE. The Issuer issued the Notes under an Indenture, dated as of August 9, 2006 (the “Indenture”) between the Issuer and the Trustee. This Note is one of a duly authorized issue of notes of the Issuer designated as its 11 ¹/8% Senior Discount Notes due 2016. The Issuer shall be entitled to issue Additional Notes pursuant to Section 2.01 of the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

5. OPTIONAL REDEMPTION.

(a) Except as described below under clause 5(b) hereof, the Notes will not be redeemable at the Issuer’s option before August 1, 2011.

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(b) At any time prior to August 1, 2011, the Issuer may redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to the registered address of each Holder of Notes, at a redemption price equal to 100% of the Accreted Value of the Notes redeemed plus the Applicable Premium as of the Redemption Date, and, without duplication, accrued and unpaid interest and Additional Interest, if any, to the Redemption Date, subject to the rights of Holders of Dollar Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date.

(c) The Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time, on giving not less than 30 nor more than 60 days’ notice to the Holders (which notice shall be irrevocable) at a redemption price equal to 100% of the Accreted Value of the Notes redeemed plus, without duplication, accrued and unpaid interest and Additional Interest, if any, and including all additional amounts, if any, that will become due as a result of the redemption or otherwise, if

(i) the Issuer satisfies the Trustee immediately before the giving of such notice that it has or will become obliged to pay Additional Amounts as a result of any change in, or amendment to, the laws or regulations of the Netherlands or any political subdivision or any authority thereof or therein having the power to tax, or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the Issue Date (but before August 1, 2016), and

(ii) such obligation cannot be avoided by the Issuer taking reasonable measures available to it, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such additional amounts were a payment in respect of the Notes then due.

(d) On and after August 1, 2011, the Issuer may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice by first-class mail, postage prepaid, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register, at the redemption prices (expressed as percentages of principal amount at Stated Maturity of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of Dollar Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on August 1 of each of the years indicated below:

Year	Percentage
2011	105.563	%
2012	103.708	%
2013	101.854	%
2014 and thereafter	100.000	%

(e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

6. MANDATORY REDEMPTION. The Issuer shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

7. NOTICE OF REDEMPTION. Subject to Section 3.03 of the Indenture, notice of redemption will be mailed by first-class mail at least 30 days but not more than 60 days before the

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redemption date (except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with Article 8 or Article 11 of the Indenture) to each Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger than €2,000 may be redeemed in part but only in whole multiples of €1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date interest ceases to accrue on Dollar Notes or portions thereof called for redemption.

8. [RESERVED]

9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of €2,000 and integral multiples of €1,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuer may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuer need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Issuer need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed.

10. PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes.

11. AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture or the Notes may be amended or supplemented as provided in the Indenture.

12. DEFAULTS AND REMEDIES. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 30% in principal amount at Stated Maturity of the then outstanding Notes may declare the principal (or Accreted Value), premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately; provided, however, that so long as any Indebtedness under the Senior Credit Facilities shall be outstanding, no such acceleration shall be effective until the earlier of:

(1) acceleration of any such Indebtedness under the Senior Credit Facilities; or

(2) five Business Days after the giving of written notice of such acceleration to the Issuer and the administrative agent under the Senior Credit Facilities.

Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount at Stated Maturity of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of Accreted Value, premium, if any, Additional Interest, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount at Stated Maturity of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or and its consequences under the Indenture except a continuing Default in payment of the principal (or Accreted Value) of, premium, if any, Additional Interest, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuer is required to

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deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five (5) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer proposes to take with respect thereto.

13. AUTHENTICATION. This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of the Trustee.

14. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes shall have all the rights set forth in the Registration Rights Agreement, dated as of August 9, 2006, among the Issuer and the other parties named on the signature pages thereof (the “Registration Rights Agreement”), including the right to receive Additional Interest (as defined in the Registration Rights Agreement).

15. GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE AND THE NOTES.

16. COMMON CODES. The Issuer has caused common codes to be printed on the Notes and the Trustee may use common codes in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

The Issuer will furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement. Requests may be made to the Issuer at the following address:

VNU Group N.V.

c/o VNU, Inc.

770 Broadway

New York, NY

Fax No.: (646) 654-5000

Attention: General Counsel

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ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:                                                                                                                                     

            (Insert assignee’ legal Name)

____________________________________________________________________________________________________

(Insert assignee’s soc. sec. or tax I.D. no.)

____________________________________________________________________________________________________

____________________________________________________________________________________________________

____________________________________________________________________________________________________

____________________________________________________________________________________________________

(Print or type assignee’s name, address and zip code)

and irrevocably appoint                                                                                                                                                                      

to transfer this Note on the books of the Issuer. The agent may substitute another to act for him.

Date:                     

Your Signature:
	(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*:

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

le to the Trustee).

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SCHEDULE OF EXCHANGES OF INTERESTS IN THE

GLOBAL NOTE*

The initial outstanding principal amount of this Global Note is €             . The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note, have been made:

Date of Exchange Amount of decrease in Principal Amount at Stated Maturity Amount of increase in Principal Amount at Stated Maturity of this Global Note Principal Amount at Stated Maturity of this Global Note following such decrease or increase Signature of authorized officer of Trustee or Note Custodian

* This schedule should be included only if the Note is issued in global form.

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EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

VNU Group N.V.

c/o VNU, Inc.

770 Broadway

New York, NY

Fax No.: (646) 654-5000

Attention: General Counsel

Deutsche Bank Luxembourg S.A.

2 Boulevard Konrad Adenauer

L-1511 Luxembourg

Telephone: 00 352 460241

Fax: 00 352 473136

Telex: 3392 BTL LU

Re: [11 ¹/8% Senior Notes due 2016]

Reference is hereby made to the Indenture, dated as of August 9, 2006 (the “Indenture”), between VNU Group B.V. and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                     (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount at maturity of €              in such Note[s] or interests (the “Transfer”), to                      (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE RELEVANT 144A GLOBAL NOTE OR A RELEVANT DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States.

2. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE RELEVANT REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (x) at the time the buy order

B-1

was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Indenture and the Securities Act.

3. [ ] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE RELEVANT DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

(a) [ ] such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;

or

(b) [ ] such Transfer is being effected to the Issuer or a subsidiary thereof;

or

(c) [ ] such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act.

4. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

(a) [ ] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(b) [ ] CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue

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sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(c) [ ] CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

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This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer.

[Insert Name of Transferor]

By:

Name:

Title:

Dated:                     

B-4

ANNEX A TO CERTIFICATE OF TRANSFER

1. The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

(a) [    ] a beneficial interest in the:

(i) [    ] 144A Global Note (Common Code — 26356148), or

(ii) [    ] Regulation S Global Note (Common Code — 26356105), or

(b) [    ] a Restricted Definitive Note.

2. After the Transfer the Transferee will hold:

[CHECK ONE]

(a) [    ] a beneficial interest in the:

(i) [    ] 144A Global Note (Common Code — 26356148), or

(ii) [    ] Regulation S Global Note (Common Code — 26356105), or

(iii) [    ] Unrestricted Global Note; or

(b) [    ] a Restricted Definitive Note; or

(c) [    ] an Unrestricted Definitive Note, in accordance with the terms of the Indenture.

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EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

VNU Group B.V.

c/o VNU, Inc.

770 Broadway

New York, NY

Fax No.: (646) 654-5000

Attention: General Counsel

Deutsche Bank Luxembourg S.A.

2 Boulevard Konrad Adenauer

L-1511 Luxembourg

Telephone: 00 352 460241

Fax: 00 352 473136

Telex: 3392 BTL LU

Re: 11 ¹/8% Senior Dollar Notes due 2016

Reference is hereby made to the Indenture, dated as of August 9, 2006 (the “Indenture”), between VNU Group B.V. and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                     (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of €                     in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

1) EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE

a) [    ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OF THE SAME SERIES. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note of the same series in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

b) [    ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE OF THE SAME SERIES. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note of the same series, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange

C-1

has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

c) [    ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OF THE SAME SERIES. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note of the same series, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

d) [    ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO UNRESTRICTED DEFINITIVE NOTE OF THE SAME SERIES. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note of the same series, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

2) EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OF THE SAME SERIES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES OF THE SAME SERIES

a) [    ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE OF THE SAME SERIES. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note of the same series with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.

b) [    ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE OF THE SAME SERIES. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] [    ] 144A Global Note [    ] Regulation S Global Note of the same series, with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to

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and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer and are dated                                 .

[Insert Name of Transferor]

By:

Name:

Title:

Dated:                     

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EX-4.3

Exhibit 4.3

EXECUTION VERSION

REGISTRATION RIGHTS AGREEMENT

REGISTERED EXCHANGE OFFER

VNU GROUP B.V.

€343,000,000 11 ¹/8% Senior Discount Notes due 2016

REGISTRATION RIGHTS AGREEMENT

August 9, 2006

Deutsche Bank AG, London Branch

Citigroup Global Markets Limited

J.P. Morgan Securities Ltd.

ABN AMRO Incorporated

ING Bank N.V.

As Initial Purchasers

c/o Deutsche Bank AG, London Branch

Winchester House

1 Great Winchester Street

London EC2N 2DB

United Kingdom

Ladies and Gentlemen:

VNU Group B.V., a private company with limited liability under Dutch law with a corporate seat in Haarlem (the “Issuer”), proposes to issue and sell to the Initial Purchasers €343,000,000 aggregate principal amount at maturity of its 11 ¹/8% Senior Discount Notes due 2016 (the “Securities”) upon the terms set forth in the Purchase Agreement among the Issuer and the initial purchasers named therein (the “Initial Purchasers”), dated August 1, 2006 (the “Purchase Agreement”), relating to the initial placement (the “Initial Placement”) of the Securities. To induce the Initial Purchasers to enter into the Purchase Agreement and to satisfy a condition to your obligations thereunder, the Issuer agrees with you for your benefit and the benefit of the holders from time to time of the Securities (including the Initial Purchasers) (each a “Holder” and, collectively, the “Holders”), as follows:

1. Definitions. Capitalized terms used herein without definition shall have their respective meanings set forth in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

“Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Affiliate” shall have the meaning specified in Rule 405 under the Act and the term “controlling” shall have a meaning correlative thereto.

2

“Broker-Dealer” shall mean any broker or dealer registered as such under the Exchange Act.

“Business Day” shall mean a day other than a Saturday, a Sunday or a legal holiday or day on which commercial banking institutions or trust companies are authorized or required by law to close in New York City.

“Closing Date” shall mean the date of the first issuance of the Securities.

“Commission” shall mean the Securities and Exchange Commission.

“Deferral Period” shall have the meaning set forth in Section 4(k)(ii) hereof.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Exchange Offer Registration Period” shall mean the period of 180 days following the consummation of the Registered Exchange Offer, exclusive of any period during which any stop order shall be in effect suspending the effectiveness of the Exchange Offer Registration Statement.

“Exchange Offer Registration Statement” shall mean a registration statement of the Issuer on an appropriate form under the Act with respect to the Registered Exchange Offer, all amendments and supplements to such registration statement, including post-effective amendments thereto, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

“Exchanging Dealer” shall mean any Holder (which may include any Initial Purchaser) that is a Broker-Dealer and elects to exchange for New Securities any Securities that it acquired for its own account as a result of market-making activities or other trading activities (but not directly from the Issuer or any Affiliate of the Issuer) for New Securities.

“Final Memorandum” shall mean the offering memorandum, dated August 1, 2006, relating to the Securities, including any and all exhibits thereto and any information incorporated by reference therein as of such date.

“Holder” shall have the meaning set forth in the preamble hereto.

“Indenture” shall mean that certain Indenture relating to the Securities, dated as of August 9, 2006, among the Issuer and Law Debenture Trust Company of New York, as trustee, as the same may be amended from time to time in accordance with the terms thereof.

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“Initial Placement” shall have the meaning set forth in the preamble hereto.

“Initial Purchasers” shall have the meaning set forth in the preamble hereto.

“Losses” shall have the meaning set forth in Section 6(d) hereof.

“Majority Holders” shall mean, on any date, Holders of a majority of the aggregate principal amount at maturity of the Securities and New Securities registered under a Registration Statement.

“Managing Underwriters” shall mean the investment banker or investment bankers and manager or managers who administer an underwritten offering, if any, under a Registration Statement.

“NASD Rules” shall mean the Conduct Rules and the By-laws of the National Association of Securities Dealers, Inc.

“New Securities” shall mean debt securities of the Issuer identical in all material respects to the Securities (except that the transfer restrictions shall be modified or eliminated, as appropriate) to be issued under the New Securities Indenture.

“New Securities Indenture” shall mean the Indenture or an indenture between the Issuer and the New Securities Trustee, identical in all material respects to the Indenture (except that (i) the New Securities shall contain no restrictive legend thereon, (ii) interest thereon shall accrue from the last date on which interest was paid on such Notes or, if no such interest has been paid, from the Closing Date and (iii) which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, has been qualified under the Trust Indenture Act), which may be the Indenture if in the terms thereof appropriate provision is made for the New Securities.

“New Securities Trustee” shall mean the Trustee or a bank or trust company reasonably satisfactory to the Initial Purchasers, as trustee with respect to the New Securities under the New Securities Indenture.

“Prospectus” shall mean the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Securities or the New Securities covered by such Registration Statement, and all amendments and supplements thereto, including any and all exhibits thereto and any information incorporated by reference therein.

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“Purchase Agreement” shall have the meaning set forth in the preamble hereto.

“Registered Exchange Offer” shall mean the proposed offer of the Issuer to issue and deliver to the Holders of the Securities that are not prohibited by any law or policy of the Commission from participating in such offer, in exchange for the Securities, a like Accreted Value and aggregate principal amount at maturity of the New Securities.

“Registrable Securities” shall mean (i) Securities other than those that have been (A) registered under a Registration Statement and disposed of in accordance therewith or (B) distributed to the public pursuant to Rule 144 under the Act or any successor rule or regulation thereto that may be adopted by the Commission and (ii) any New Securities the resale of which by the Holder thereof requires compliance with the prospectus delivery requirements of the Act.

“Registration Default Damages” shall have the meaning set forth in Section 8 hereof.

“Registration Statement” shall mean any Exchange Offer Registration Statement or Shelf Registration Statement that covers any of the Securities or the New Securities pursuant to the provisions of this Agreement, any amendments and supplements to such registration statement, including post-effective amendments (in each case including the Prospectus contained therein), all exhibits thereto and all material incorporated by reference therein.

“Securities” shall have the meaning set forth in the preamble hereto.

“Shelf Registration” shall mean a registration effected pursuant to Section 3 hereof.

“Shelf Registration Period” shall have the meaning set forth in Section 3(b)(ii) hereof.

“Shelf Registration Statement” shall mean a “shelf” registration statement of the Issuer pursuant to the provisions of Section 3 hereof which covers some or all of the Securities or New Securities, as applicable, on an appropriate form under Rule 415 under the Act, or any similar rule that may be adopted by the Commission, amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

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“Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Trustee” shall mean the trustee with respect to the Securities under the Indenture.

“underwriter” shall mean any underwriter of Securities in connection with an offering thereof under a Shelf Registration Statement.

2. Registered Exchange Offer. (a) The Issuer shall prepare and use its reasonable best efforts to file with the Commission and cause to become effective the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuer shall use its reasonable best efforts to cause the Registered Exchange Offer to be completed under the Act within 375 days of the Closing Date.

(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuer shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder (i) is not an Affiliate of the Issuer, (ii) acquires the New Securities in the ordinary course of such Holder’s business, (iii) has no arrangements with any person to participate in the distribution of the New Securities, (iv) is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer and (v) is not an Initial Purchaser holding Securities that have the status of an unsold allotment remaining from the initial distribution of the Securities) to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.

(c) In connection with the Registered Exchange Offer, the Issuer shall:

(i) mail or cause to be mailed to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;

(ii) keep the Registered Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the date notice thereof is mailed to the Holders;

(iii) use its reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required under the Act, to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;

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(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in Amsterdam, London or Luxembourg, which may be the Trustee, the New Securities Trustee or an Affiliate of either of them;

(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;

(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuer is conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991) and (B) including a representation that the Issuer has not entered into any arrangement or understanding with any person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuer’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the New Securities; and

(vii) comply in all respects with all laws applicable to the Registered Exchange Offer.

(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuer shall:

(i) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;

(ii) deliver to the Trustee for cancellation in accordance with Section 4(s) hereof all Securities so accepted for exchange; and

(iii) cause the New Securities Trustee promptly to authenticate and deliver to each Holder of Securities New Securities with an Accreted Value and an aggregate principal amount at maturity equal to the then Accreted Value and aggregate principal amount at maturity of the Securities of such Holder so accepted for exchange.

(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993 and similar

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no-action letters and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, which must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from the Issuer or any Affiliate of the Issuer. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuer that, at the time of the consummation of the Registered Exchange Offer:

(i) any New Securities received by such Holder shall be acquired in the ordinary course of business;

(ii) such Holder shall have no arrangement or understanding with any person to participate in the distribution within the meaning of the Act of the Securities or the New Securities;

(iii) such Holder is not an Affiliate of the Issuer or, if it is an Affiliate of the Issuer, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 4 hereof in order to have their Securities included in the Shelf Registration Statement and benefit from the provisions regarding Registration Default Damages in Section 8 hereof; and

(iv) if such Holder is an Exchanging Dealer, then such Holder will comply with the applicable provisions of the Securities Act (including the prospectus delivery requirements thereunder).

(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuer shall issue and deliver to such Initial Purchaser or the person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like Accreted Value and principal amount at maturity thereof of New Securities. The Issuer shall use its commercially reasonable efforts to cause the CUSIP Service Bureau to issue the same CUSIP number and International Securities Identification Number (“ISIN”) for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.

3. Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Issuer determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Registered Exchange Offer is not consummated within 375 days of the Closing Date; (iii) any Initial Purchaser so requests with respect

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to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) is not eligible to participate in the Registered Exchange Offer; or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable”; and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the Issuer shall file and use its reasonable best efforts to cause to become and keep effective a Shelf Registration Statement in accordance with subsection (b) below.

(b)(i) The Issuer shall, if required by subsection (a) above, as promptly as practicable use its reasonable best efforts to file with the Commission and shall use its reasonable best efforts to cause to be declared effective under the Act within 375 days, a Shelf Registration Statement relating to the offer and sale of the Securities or the New Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided, further, that with respect to New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Issuer may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.

(ii) The Issuer shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period from the date the Shelf Registration Statement is declared effective by the Commission until the earliest of: (A) the second anniversary of the Closing Date, (B) the date upon which all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or (C) the date upon which the

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Securities or New Securities, as applicable, covered by the Shelf Registration Statement become eligible for resale, without regard to volume, manner of sale or other restrictions contained in Rule 144 under the Act pursuant to paragraph (k) thereof (in any such case, the “Shelf Registration Period”). The Issuer shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities at any time during the Shelf Registration Period, unless such action is (x) required by applicable law or otherwise taken by the Issuer in good faith and for valid business reasons (not including avoidance of the Issuer’s obligations hereunder), including the acquisition or divestiture of assets and (y) permitted pursuant to Section 4(k)(ii) hereof.

(iii) The Issuer shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply in all material respects with the applicable requirements of the Act and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading.

4. Additional Registration Procedures. In connection with any Shelf Registration Statement and, to the extent applicable, any Exchange Offer Registration Statement, the following provisions shall apply.

(a) The Issuer shall:

(i) furnish to counsel for the Initial Purchasers and to counsel for the Holders, not less than two (2) Business Days prior to the filing thereof with the Commission, a copy of any Exchange Offer Registration Statement and any Shelf Registration Statement, and each amendment thereof and each amendment or supplement, if any, to the Prospectus included therein (including all documents incorporated by reference therein after the initial filing) and shall use its commercially reasonable efforts to reflect in each such document, when so filed with the Commission, such comments as counsel to the Holders or counsel for the Initial Purchasers reasonably propose;

(ii) include the information set forth in Annex A hereto on the facing page of the Exchange Offer Registration Statement, in Annex B hereto in the forepart of the Exchange Offer Registration Statement in a section setting forth details of the Exchange Offer, in Annex C hereto in the underwriting or plan of distribution section of the Prospectus contained in the Exchange Offer Registration Statement and in Annex D hereto in the letter of transmittal delivered pursuant to the Registered Exchange Offer;

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(iii) if requested by an Initial Purchaser, include the information required by Item 507 or 508, as applicable, of Regulation S-K in the Prospectus contained in the Exchange Offer Registration Statement or Shelf Registration Statement; and

(iv) in the case of a Shelf Registration Statement, include the names of the Holders that propose to sell Securities pursuant to the Shelf Registration Statement as selling security holders.

(b) The Issuer shall use its commercially reasonable efforts to ensure that:

(i) any Registration Statement and any amendment thereto and any Prospectus forming part thereof and any amendment or supplement thereto complies in all material respects with the Act; and

(ii) any Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

(c) The Issuer shall advise counsel for the Initial Purchasers, the Holders of Securities covered by any Shelf Registration Statement and any Exchanging Dealer under any Exchange Offer Registration Statement that has provided in writing to the Issuer a telephone or facsimile number and address for notices, and, if requested by any Initial Purchaser or any such Holder or Exchanging Dealer, shall confirm such advice in writing (which notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an instruction to suspend the use of the Prospectus until the Issuer shall have remedied the basis for such suspension):

(i) when a Registration Statement and any amendment thereto has been filed with the Commission and when the Registration Statement or any post-effective amendment thereto has become effective;

(ii) of any request by the Commission after the effective date for any amendment or supplement to the Registration Statement or the Prospectus or for additional information;

(iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution of any proceeding for that purpose;

(iv) of the receipt by the Issuer of any notification with respect to the suspension of the qualification of the securities included therein for sale in any jurisdiction or the institution of any proceeding for such purpose; and

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(v) of the happening of any event that requires any change in the Registration Statement or the Prospectus so that, as of such date, they (A) do not contain any untrue statement of a material fact and (B) do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading.

(d) The Issuer shall use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement or the qualification of the securities therein for sale in any jurisdiction.

(e) The Issuer shall furnish to each Holder of Securities covered by any Shelf Registration Statement, without charge, at least one (1) copy of such Shelf Registration Statement and any post-effective amendment thereto, including all material incorporated therein by reference, and, if the Holder so requests in writing, all exhibits thereto (including exhibits incorporated by reference therein).

(f) The Issuer shall, during the Shelf Registration Period, deliver to each Holder of Securities covered by any Shelf Registration Statement, without charge, as many copies of the Prospectus (including the Preliminary Prospectus) included in such Shelf Registration Statement and any amendment or supplement thereto as such Holder may reasonably request. The Issuer consents to the use of the Prospectus or any amendment or supplement thereto by each of the selling Holders of Securities in connection with the offering and sale of the Securities covered by the Prospectus, or any amendment or supplement thereto, included in the Shelf Registration Statement.

(g) The Issuer shall furnish to each Exchanging Dealer which so requests, without charge, at least one (1) conformed copy of the Exchange Offer Registration Statement and any post-effective amendments thereto, including all material incorporated by reference therein, and, if the Exchanging Dealer so requests in writing, all exhibits thereto (including exhibits incorporated by reference therein).

(h) The Issuer shall promptly deliver to each Initial Purchaser, each Exchanging Dealer and each other person required to deliver a Prospectus during the Exchange Offer Registration Period, without charge, as many copies of the Prospectus included in such Exchange Offer Registration Statement and any amendments or supplements thereto as any such person may reasonably request. The Issuer consents to the use of the Prospectus or any amendments or supplements thereto by any Initial Purchaser, any Exchanging Dealer and any such other person that may be required to deliver a Prospectus following the Registered Exchange Offer in connection with the offering and sale of the New Securities covered by the Prospectus, or any amendment or supplement thereto, included in the Exchange Offer Registration Statement.

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(i) Prior to the Registered Exchange Offer or any other offering of Securities pursuant to any Registration Statement, the Issuer shall arrange, if necessary, for the registration or qualification of the Securities or the New Securities for sale under the laws of such jurisdictions as any Holder shall reasonably request and shall maintain such qualification in effect so long as required; provided that in no event shall the Issuer be obligated to qualify to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the Initial Placement, the Registered Exchange Offer or any offering pursuant to a Shelf Registration Statement, in any such jurisdiction where it is not then so subject or to subject itself to taxation in excess of a nominal amount in respect of doing business in such jurisdiction.

(j) The Issuer shall cooperate with the Holders of Securities to facilitate the timely preparation and delivery of certificates representing New Securities or Securities to be issued or sold pursuant to any Registration Statement free of any restrictive legends and in such denominations and registered in such names as Holders may request in writing at least three (3) Business Days prior to the closing date of any sales of New Securities.

(k)(i) Upon the occurrence of any event contemplated by subsections (c) (ii) through (v) above, the Issuer shall promptly (or within the time period provided for by clause (ii) hereof, if applicable) prepare a post-effective amendment to the applicable Registration Statement or an amendment or supplement to the related Prospectus or file any other required document so that, as thereafter delivered to the Initial Purchasers of the Securities included therein, the Prospectus shall not include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In such circumstances, the period of effectiveness of the Exchange Offer Registration Statement provided for in Section 2 hereof shall be extended by the number of days from and including the date of the giving of a notice of suspension pursuant to Section 4(c) hereof to and including the date when the Initial Purchasers, the Holders of the Securities and any known Exchanging Dealer shall have received such amended or supplemented Prospectus pursuant to this Section 4(k).

(ii) Upon the occurrence or existence of any pending corporate development or any other material event that, in the reasonable judgment of the Issuer, makes it appropriate to suspend the availability of a Shelf Registration Statement and the related Prospectus, the Issuer shall give notice (without notice of the nature or details of such events) to the Holders that the availability of the Shelf Registration is suspended and, upon actual receipt of any such notice, each Holder agrees not to sell any Registrable Securities pursuant to the Shelf Registration until such Holder’s receipt of copies

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of the supplemented or amended Prospectus provided for in Section 3(a)(i) hereof, or until it is advised in writing by the Issuer that the Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. The period during which the availability of the Shelf Registration and any Prospectus is suspended (the “Deferral Period”) (1) shall not exceed 60 consecutive days, (2) shall not occur more than three (3) times during any calendar year and (3) shall extend the number of days the Shelf Registration or any Prospectus is available by an amount equal to the Deferral Period. Any Registration Default Damages payable pursuant to Section 8(a)(iii) shall cease to accrue during any Deferral Period.

(l) Not later than the effective date of any Registration Statement, the Issuer shall provide a Common Code number and ISIN for the Securities or the New Securities, as the case may be, registered under such Registration Statement, and provide the Trustee with printed certificates for such Securities or New Securities, in a form eligible for deposit with the common depository for Euroclear and Clearstream Banking.

(m) The Issuer shall comply in all material respects with all applicable rules and regulations of the Commission and shall make generally available to its security holders earnings statements satisfying the provisions of Section 11(a) of the Act as soon as practicable after the effective date of the applicable Registration Statement.

(n) The Issuer shall cause the New Securities Indenture to be qualified under the Trust Indenture Act as required by applicable law in a timely manner.

(o) The Issuer may require each Holder of Securities to be sold pursuant to any Shelf Registration Statement to furnish to the Issuer such information regarding the Holder and the distribution of such Securities as the Issuer may from time to time reasonably require for inclusion in such Registration Statement. The Issuer may exclude from such Shelf Registration Statement the Securities of any Holder that fails to furnish such information within a reasonable time after receiving such request.

(p) In the case of any Shelf Registration Statement, upon the request of the Majority Holders, the Issuer shall enter into customary agreements (including, if requested, one underwriting agreement in customary form) and take all other appropriate actions, if any, as the Majority Holders shall reasonably request in order to expedite or facilitate the registration or the disposition of the Securities, and in connection therewith, if an underwriting agreement is entered into, cause the same to contain indemnification provisions and procedures no less favorable than those set forth in Section 6 hereof.

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(q) In the case of any Shelf Registration Statement, the Issuer shall:

(i) make reasonably available for inspection at a location where they are normally kept and during normal business hours by the Majority Holders of Securities to be registered thereunder, any underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other agent retained by such Holders or any such underwriter all relevant financial and other records and pertinent corporate documents of the Issuer and its subsidiaries;

(ii) use its commercially reasonable efforts to cause its officers, directors, employees, accountants and auditors to supply all relevant information reasonably requested by the Holders or any such underwriter, attorney, accountant or agent (each, an “Inspector”) in connection with any such Registration Statement as is customary for similar due diligence examinations; provided, however, that such Inspector shall first agree in writing with the Issuer that any information that is reasonably and in good faith designated by the Issuer in writing as confidential at the time of delivery of such information shall be kept confidential by such Inspector, unless (1) disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities, (2) disclosure of such information is required by law (including any disclosure requirements pursuant to federal securities laws in connection with the filing of such Registration Statement or the use of any Prospectus), (3) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard such information by such person or (4) such information becomes available to such Inspector from a source other than the Issuer and such source is not known, after due inquiry, by the relevant Holder to be bound by a confidentiality agreement or is not otherwise under a duty of trust to the Issuer;

(iii) make such representations and warranties to the Holders of Securities registered thereunder and the underwriters, if any, in form, substance and scope as are customarily made by issuers to underwriters in primary underwritten offerings;

(iv) obtain opinions of counsel to the Issuer and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the Managing Underwriters, if any) addressed to each selling Holder and the underwriters, if any, covering such matters as are customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Holders and underwriters;

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(v) obtain “comfort” letters and updates thereof from the independent certified public accountants of the Issuer (and, if necessary, any other independent certified public accountants of any subsidiary of the Issuer or of any business acquired by the Issuer for which financial statements and financial data are, or are required to be, included in the Registration Statement), addressed to each selling Holder of Securities registered thereunder and the underwriters, if any, in customary form and covering matters of the type customarily covered in “comfort” letters in connection with primary underwritten offerings;

(vi) deliver such documents and certificates as may be reasonably requested by the Majority Holders or the Managing Underwriters, if any, including those to evidence compliance with Section 4(k) hereof and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Issuer; and

(vii) cooperate with each seller of Registrable Securities covered by any Shelf Registration Statement and each underwriter, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made pursuant to the NASD Rules.

(r) If a Registered Exchange Offer is to be consummated, upon delivery of the Securities by Holders to the Issuer (or to such other person as directed by the Issuer) in exchange for the New Securities, the Issuer shall mark, or caused to be marked, on the Securities so exchanged that such Securities are being cancelled in exchange for the New Securities. In no event shall the Securities be marked as paid or otherwise satisfied.

(s) The Issuer shall use its commercially reasonable efforts to take all other steps necessary to effect the registration of the Securities or the New Securities, as the case may be, covered by a Registration Statement.

If any such Registration Statement refers to any Holder by name or otherwise as the holder of any securities of the Issuer, then such Holder shall have the right to require (i) the insertion therein of language, in form and substance reasonably satisfactory to such Holder, to the effect that the holding by such Holder of such securities is not to be construed as a recommendation by such Holder of the investment quality of the securities covered thereby and that such holding does not imply that such Holder will assist in meeting any future financial requirements of the Issuer, or (ii) in the event that such reference to such Holder by name or otherwise is not required by the Securities Act or any similar federal statute then in force, the deletion of the reference to such Holder in any amendment or supplement to the Registration Statement filed or prepared subsequent to the time that such reference ceases to be required.

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5. registration expenses. The Issuer shall bear all expenses incurred in connection with the performance of its obligations under Sections 2, 3 and 4 hereof and, in the event of any Shelf Registration Statement, shall reimburse the Holders for the reasonable fees and disbursements of one firm or counsel (which shall initially be Cahill Gordon & Reindel LLP, but which may be another nationally recognized law firm experienced in securities matters designated by the Majority Holders) to act as counsel for the Holders in connection therewith, and, in the case of any Exchange Offer Registration statement, shall reimburse the Initial Purchasers for the reasonable fees and disbursements of counsel acting in connection therewith, in each case which counsel shall be approved by the Issuer (such approval not to be unreasonably withheld). Each Holder shall pay all expenses of its counsel other than as set forth in the preceding sentence, underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Securities or New Securities.

6. Indemnification and Contribution. (a) The Issuer agrees to indemnify and hold harmless each Holder of Securities or New Securities, as the case may be, covered by any Registration Statement, each Initial Purchaser and each Affiliate thereof and, with respect to any Prospectus delivery as contemplated in Section 4(h) hereof, each Exchanging Dealer, the directors, officers and Affiliates of each such Holder, Initial Purchaser or Exchanging Dealer and each person who controls any such Holder, Initial Purchaser or Exchanging Dealer within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement as originally filed or in any amendment thereof, or in any preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any preliminary Prospectus or the Prospectus, in the light of the circumstances under which they were made) not misleading, and agree (subject to the limitations set forth in the proviso to this sentence) to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Issuer shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Issuer by or on behalf of the party claiming indemnification specifically for inclusion therein. This indemnity agreement shall be in addition to any liability that the Issuer may otherwise have. The Issuer shall not be liable under this Section 6 to any indemnified party regarding any settlement or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent is consented to by the Issuer which consent shall not be unreasonably withheld.

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(b) Each Holder of securities covered by a Registration Statement (including each Initial Purchaser that is a Holder, in such capacity) severally and not jointly agrees to indemnify and hold harmless the Issuer and each of its directors, each of its officers who signs such Registration Statement and each person who controls the Issuer within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Issuer to each such Holder, but only with reference to written information relating to such Holder furnished to the Issuer by or on behalf of such Holder specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement shall be in addition to any liability that any such Holder may otherwise have.

(c) Promptly after receipt by an indemnified party under this Section 6 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 6, notify the indemnifying party in writing of the commencement thereof; but the failure to so notify the indemnifying party (i) shall not relieve it from liability under paragraph (a) or (b) of this Section 6 unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) of this Section 6, except as provided in paragraph (d) below. The indemnifying party shall be entitled to appoint counsel (including local counsel) of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel, other than local counsel if not appointed by the indemnifying party, retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel (including local counsel) to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest (based on the advice of counsel to the indemnified person), (ii) such action includes both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded (based on the advice of counsel to the indemnified person) that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or

18

(iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. It is understood and agreed that the indemnifying person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all indemnified persons. Any such separate firm for any Initial Purchaser, its affiliates, directors and officers and any control persons of such Initial Purchaser shall be designated in writing by Deutsche Bank AG, London Branch. (“DB”), and any such separate firm for the Issuer, and any control persons of the Issuer shall be designated in writing by the Issuer. In the event that any Initial Purchaser, its affiliates, directors and officers or any control persons of such Initial Purchaser are Indemnified Persons collectively entitled, in connection with a proceeding in a single jurisdiction, to the payment of fees and expenses of a single separate firm under this Section 6(c), and any such Initial Purchaser, its affiliates, directors and officers or any control persons of such Initial Purchaser cannot agree to a mutually acceptable separate firm to act as counsel thereto, then such separate firm for all such Indemnified Persons shall be designated in writing by DB. An indemnifying party shall not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and does not include any statement as to, or any concession of, fault, culpability or failure to act by or on behalf of any indemnified party.

(d) In the event that the indemnity provided in paragraph (a) or (b) of this Section 6 is unavailable to or insufficient to hold harmless an indemnified party in the respect of any aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending any loss, claim, liability, damage or action) (collectively “Losses”) (other than by virtue of the failure of an indemnified party to notify the indemnifying party of its right to indemnification pursuant to paragraph (a) or (b) of this Section 6, where such failure materially prejudices the indemnifying party (through the forfeiture of substantial rights or defenses)), each indemnifying party, in order to provide for just and equitable contribution, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses, in such proportion as is appropriate to reflect the relative benefits received by such indemnifying party, on the one hand, and such indemnified party, on the other hand, from the Initial Placement and the Registration Statement which resulted in such Losses; provided, however, that in no case shall any Initial Purchaser be responsible, in the aggregate, for any amount in excess of the purchase discount or commission applicable to such Security, or in the case of a New Security, applicable to the Security that was exchangeable into such New Security, as set forth in the Purchase Agreement, nor shall any underwriter be responsible for any amount in excess of the underwriting discount or commission applicable to the securities purchased by such underwriter under the

19

Registration Statement which resulted in such Losses. If the allocation provided by the immediately preceding sentence is unavailable for any reason or not permitted by applicable law, the indemnifying party and the indemnified party shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of such indemnifying party, on the one hand, and such indemnified party, on the other hand, in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations. Benefits received by the Issuer shall be deemed to be equal to the total net proceeds from the Initial Placement (before deducting expenses) as set forth in the Final Memorandum. Benefits received by the Initial Purchasers shall be deemed to be equal to the total purchase discounts and commissions as set forth in the Purchase Agreement, and benefits received by any other Holders shall be deemed to be equal to the value of receiving Securities or New Securities, as applicable, registered under the Act. Benefits received by any underwriter shall be deemed to be equal to the total underwriting discounts and commissions, as set forth on the cover page of the Prospectus forming a part of the Registration Statement which resulted in such Losses. Relative fault shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information provided by the indemnifying party, on the one hand, or by the indemnified party, on the other hand, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission and any other equitable considerations appropriate in the circumstances. The parties agree that it would not be just and equitable if the amount of such contribution were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph 6(d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 6(d), each person, if any, who controls a Holder within the meaning of either the Act or the Exchange Act and each director and officer of such Holder shall have the same rights to contribution as such Holder, and each person who controls the Issuer within the meaning of either the Act or the Exchange Act, each officer of the Issuer who shall have signed the Registration Statement and each director of the Issuer shall have the same rights to contribution as the Issuer, subject in each case to the applicable terms and conditions of this paragraph 6(d).

(e) The provisions of this Section 6 shall remain in full force and effect, regardless of any investigation made by or on behalf of any Holder or the Issuer or any of the indemnified persons referred to in this Section 6, and shall survive the sale by a Holder of securities covered by a Registration Statement.

7. Underwritten Registrations. (a) If any of the Securities or New Securities, as the case may be, covered by any Shelf Registration Statement are to be sold in an underwritten offering, the Managing Underwriters, if any, shall be selected by the Majority

20

Holders, subject to the consent of the Issuer (which shall not be unreasonably withheld), and the Holders of Securities or New Securities covered by such Shelf Registration Statement shall be responsible for all underwriting commissions and discounts.

(b) No person may participate in any underwritten offering pursuant to any Shelf Registration Statement, unless such person (i) agrees to sell such person’s Securities or New Securities, as the case may be, on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

8. Registration Defaults. (a) If any of the following events shall occur, then the Issuer shall pay liquidated damages (the “Registration Default Damages”) to the Holders of Securities in respect of the Securities as follows:

(i) if (a) neither (x) the Registered Exchange Offer is completed, nor (y) if required, the Shelf Registration Statement is declared effective, within, in each case, 375 days of the Closing Date, then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum on the Accreted Value such Registrable Securities for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the Accreted Value of such Registrable Securities; or

(ii) notwithstanding that the Issuer has consummated or will consummate a Registered Exchange Offer, if the Issuer is required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to the 375th day following the date the filing of such Shelf Registration Statement is required or requested pursuant to Section 3(a), then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum on the Accreted Value of such Registrable Securities for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum on the Accreted Value of such Registrable Securities; or

(iii) subject to the last sentence of Section 4(k)(ii) above, if the Shelf Registration Statement required by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be effective at any time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than 30 consecutive days or more than 60 days (whether or not consecutive) during the period

21

for which the Shelf Registration Statement is required, then commencing on the 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective, Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum on the Accreted Value of such Registrable Securities for the first 90 days from and including such 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum on the Accreted Value of such Registrable Securities;

provided, however, that upon (1) the completion of the Exchange Offer (in the case of paragraph (i) above), (2) the effectiveness of the Shelf Registration Statement (in the case of paragraph (ii) above) and (3) the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above), Registration Default Damages shall cease to accrue.

(b) The Issuer shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Registration Default Damages are required to be paid and within one Business Day after such Registration Default Damages cease to accrue. Any amounts of Registration Default Damages due pursuant to Section 8(a) will be payable in cash on each interest payment date specified by the Indenture to the record holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Registration Default Damages commences to accrue. For purposes of this Section 8, the term “Registrable Securities” shall mean the average Accreted Value of the Registrable Securities. Any Registration Default Damages accrued on Registrable Securities pursuant to this Section 8 shall be, (i) if such Registration Default Damages accrue on or prior to August 1, 2011, added to the Accreted Value of each such Registrable Security, and (ii) if such Registration Default Damages accrue after August 1, 2011, payable in cash, in each case, semiannually on each February 1 and August 1 (to the Holders of record on the January 15 and July 15 immediately preceding such dates), commencing with the first such date occurring after such Registration Default Damages commences to accrue.

(c) The parties hereto agree that the liquidated damages in the form of Registration Default Damages provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; or (ii) the Shelf Registration Statement, if required hereby, to be declared effective, in each case to the extent required by this Agreement.

9. No Inconsistent Agreements. The Issuer has not entered into, and the Issuer agrees not to enter into, any agreement with respect to its securities that is inconsistent with the rights granted to the Holders herein or that otherwise conflicts with the provisions hereof.

22

10. Amendments and Waivers. The provisions of this Agreement may not be amended, qualified, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the Issuer has obtained the written consent of the Holders of a majority of the aggregate principal amount at maturity of the Registrable Securities outstanding; provided that, with respect to any matter that directly or indirectly affects the rights and obligations of any Initial Purchaser hereunder, the Issuer shall obtain the written consent of each such Initial Purchaser against which such amendment, qualification, supplement, waiver or consent is to be effective; provided, further, that no amendment, qualification, supplement, waiver or consent with respect to Section 8 hereof shall be effective as against any Holder of Registered Securities unless consented to in writing by such Holder; and provided, further, that the provisions of this Article 10 may not be amended, qualified, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the Issuer has obtained the written consent of the Initial Purchasers and each Holder. Notwithstanding the foregoing (except the foregoing provisos), a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders whose Securities or New Securities, as the case may be, are being sold pursuant to a Registration Statement and that does not directly or indirectly affect the rights of other Holders may be given by the Majority Holders, determined on the basis of Securities or New Securities, as the case may be, being sold rather than registered under such Registration Statement.

11. Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail, telex, telecopier or air courier guaranteeing overnight delivery:

(a) if to a Holder, at the most current address given by such Holder to the Issuer in accordance with the provisions of this Section 11, which address initially is, with respect to each Holder, the address of such Holder maintained by the Registrar (as such term is defined in the Indenture) under the Indenture;

(b) if to the Initial Purchasers, initially at the address or addresses set forth in the Purchase Agreement; and

(c) if to the Issuer, initially at its address set forth in the Purchase Agreement.

All such notices and communications shall be deemed to have been duly given when received.

23

The Initial Purchasers or the Issuer by notice to the other parties may designate additional or different addresses for subsequent notices or communications.

12. Remedies. Each Holder, in addition to being entitled to exercise all rights provided to it herein, in the Indenture or in the Purchase Agreement or granted by law, including recovery of liquidated or other damages, will be entitled to specific performance of its rights under this Agreement. The Issuer agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agrees to waive in any action for specific performance the defense that a remedy at law would be adequate.

13. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the parties hereto, their respective successors and assigns, including, without the need for an express assignment or any consent by the Issuer thereto, subsequent Holders of Securities and the New Securities, and the indemnified persons referred to in Section 6 hereof. The Issuer hereby agrees to extend the benefits of this Agreement to any Holder of Securities and the New Securities, and any such Holder may specifically enforce the provisions of this Agreement as if an original party hereto.

14. Counterparts. This Agreement may be signed in one or more counterparts which may be delivered in original form or by telecopier, each of which when so executed shall constitute an original and all of which together shall constitute one and the same agreement.

15. Headings. The section headings used herein are for convenience only and shall not affect the construction hereof.

16. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed in the State of New York. The parties hereto each hereby waive any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement.

17. Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired or affected thereby, it being intended that all of the rights and privileges of the parties shall be enforceable to the fullest extent permitted by law.

18. Securities Held by the Issuer, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount at maturity of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Issuer or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent

24

Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

[Signature pages follow.]

25

If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement by and among the Issuer and the several Initial Purchasers.

Very truly yours,
VNU GROUP B.V.
By:	/s/ Authorized Signatory
Name:
Title:

Signature Page to Senior Discount Registration Rights Agreement

The foregoing Agreement is hereby confirmed and accepted as of the date first above written:
DEUTSCHE BANK, AG LONDON BRANCH CITIGROUP GLOBAL MARKETS LIMITED J.P. MORGAN SECURITIES LTD. ABN AMRO INCORPORATED ING BANK N.V.
By:	Deutsche Bank AG, London Branch For itself, and the other several Initial Purchasers named in the Purchase Agreement
By:	/s/ Authorized Signatory
Name:
Title:
By:	/s/ Authorized Signatory
Name:
Title:

Signature Page to Senior Discount Registration Rights Agreement

ANNEX A

Each broker-dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it shall deliver a prospectus in connection with any resale of such New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a Prospectus, a broker-dealer shall not be deemed to admit that it is an “underwriter” within the meaning of the Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Issuer has agreed that, for a period of 180 days after consummation of the Registered Exchange Offer, it shall make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

A-1

ANNEX B

Each broker-dealer that receives New Securities for its own account in exchange for Securities, where such Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it shall deliver a Prospectus in connection with any resale of such New Securities. See “Plan of Distribution.”

B-1

ANNEX C

PLAN OF DISTRIBUTION

Each broker-dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuer has agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, it will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until                 , 20     , all dealers effecting transactions in the New Securities may be required to deliver a Prospectus.

The Issuer will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Securities. Any broker-dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act.

For a period of 180 days after the consummation of the Registered Exchange Offer, the Issuer will promptly send additional copies of this Prospectus and any amendments or supplements to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuer has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Act.

C-1

[If applicable, add information required by Regulation S-K Items 507 and/or 508.]

C-2

ANNEX D

LANGUAGE TO BE INCLUDED IN LETTER OF TRANSMITTAL

1. PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name:

Address:

2. If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it shall deliver a Prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a Prospectus, the undersigned shall not be deemed to admit that it is an “underwriter” within the meaning of the Act.

D-1

EX-4.4(A)

Exhibit 4.4(a)

EXECUTION VERSION

INDENTURE

Dated as of August 9, 2006

Among

NIELSEN FINANCE LLC,

NIELSEN FINANCE CO.,

THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO

and

LAW DEBENTURE TRUST COMPANY OF NEW YORK,

as Trustee

U.S. DOLLAR-DENOMINATED 10% SENIOR NOTES DUE 2014

and

EURO-DENOMINATED 9% SENIOR NOTES DUE 2014

CROSS-REFERENCE TABLE*

Trust Indenture Act Section	Indenture Section
310(a)(1)	7.10
(a)(2)	7.10
(a)(3)	N.A.
(a)(4)	N.A.
(a)(5)	7.10
(b)	7.10
(c)	N.A.
311(a)	7.11
(b)	7.11
(c)	N.A.
312(a)	2.05
(b)	12.03
(c)	12.03
313(a)	7.06
(b)(1)	N.A.
(b)(2)	7.06;7.07
(c)	7.06;12.02
(d)	7.06
314(a)	4.03;12.02; 12.05
(b)	N.A.
(c)(1)	12.04
(c)(2)	12.04
(c)(3)	N.A.
(d)	N.A.
(e)	12.05
(f)	N.A.
315(a)	7.01
(b)	7.05;12.02
(c)	7.01
(d)	7.01
(e)	6.14
316(a)(last sentence)	2.09
(a)(1)(A)	6.05
(a)(1)(B)	6.04
(a)(2)	N.A.
(b)	6.07
(c)	2.12;9.04
317(a)(1)	6.08
(a)(2)	6.12
(b)	2.04
318(a)	12.01
(b)	N.A.
(c)	12.01

N.A. means not applicable.

* This Cross-Reference Table is not part of the Indenture.

TABLE OF CONTENTS

		Page
	ARTICLE 1
	DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01	Definitions	1
Section 1.02	Other Definitions	34
Section 1.03	Incorporation by Reference of Trust Indenture Act	35
Section 1.04	Rules of Construction	35
Section 1.05	Acts of Holders	36
	ARTICLE 2
	THE NOTES
Section 2.01	Form and Dating; Terms	37
Section 2.02	Execution and Authentication	39
Section 2.03	Registrar and Paying Agent	39
Section 2.04	Paying Agent to Hold Money in Trust	40
Section 2.05	Holder Lists	40
Section 2.06	Transfer and Exchange	40
Section 2.07	Replacement Notes	52
Section 2.08	Outstanding Notes	53
Section 2.09	Treasury Notes	53
Section 2.10	Temporary Notes	53
Section 2.11	Cancellation	54
Section 2.12	Defaulted Interest	54
Section 2.13	CUSIP/Common Code Numbers	54
Section 2.14	Calculation of Principal Amount of Securities	55
	ARTICLE 3
	REDEMPTION
Section 3.01	Notices to Trustee	55
Section 3.02	Selection of Notes to Be Redeemed or Purchased	55
Section 3.03	Notice of Redemption	56
Section 3.04	Effect of Notice of Redemption	57
Section 3.05	Deposit of Redemption or Purchase Price	57
Section 3.06	Notes Redeemed or Purchased in Part	57
Section 3.07	Optional Redemption	58
Section 3.08	Mandatory Redemption	59
Section 3.09	Offers to Repurchase by Application of Excess Proceeds	59

-i-

		Page
	ARTICLE 4
	COVENANTS
Section 4.01	Payment of Notes	61
Section 4.02	Maintenance of Office or Agency	61
Section 4.03	Reports and Other Information	61
Section 4.04	Compliance Certificate	63
Section 4.05	Taxes	63
Section 4.06	Stay, Extension and Usury Laws	63
Section 4.07	Limitation on Restricted Payments	63
Section 4.08	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	71
Section 4.09	Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock	72
Section 4.10	Asset Sales	78
Section 4.11	Transactions with Affiliates	80
Section 4.12	Liens	82
Section 4.13	Corporate Existence	83
Section 4.14	Offer to Repurchase Upon Change of Control	83
Section 4.15	Limitation on Guarantees of Indebtedness by Restricted Subsidiaries	85
Section 4.16	Suspension of Certain Covenants	85
	ARTICLE 5
	SUCCESSORS
Section 5.01	Merger, Consolidation or Sale of All or Substantially All Assets	86
Section 5.02	Successor Corporation Substituted	88
	ARTICLE 6
	DEFAULTS AND REMEDIES
Section 6.01	Events of Default	89
Section 6.02	Acceleration	91
Section 6.03	Other Remedies	91
Section 6.04	Waiver of Past Defaults	91
Section 6.05	Control by Majority	92
Section 6.06	Limitation on Suits	92
Section 6.07	Rights of Holders of Notes to Receive Payment	92
Section 6.08	Collection Suit by Trustee	92
Section 6.09	Restoration of Rights and Remedies	93
Section 6.10	Rights and Remedies Cumulative	93
Section 6.11	Delay or Omission Not Waiver	93
Section 6.12	Trustee May File Proofs of Claim	93
Section 6.13	Priorities	94
Section 6.14	Undertaking for Costs	94

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		Page
	ARTICLE 7
	TRUSTEE
Section 7.01	Duties of Trustee	94
Section 7.02	Rights of Trustee	95
Section 7.03	Individual Rights of Trustee	96
Section 7.04	Trustee’s Disclaimer	96
Section 7.05	Notice of Defaults	97
Section 7.06	Reports by Trustee to Holders of the Notes	97
Section 7.07	Compensation and Indemnity	97
Section 7.08	Replacement of Trustee	98
Section 7.09	Successor Trustee by Merger, etc	99
Section 7.10	Eligibility; Disqualification	99
Section 7.11	Preferential Collection of Claims Against Issuers	99
	ARTICLE 8
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE
Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance	99
Section 8.02	Legal Defeasance and Discharge	99
Section 8.03	Covenant Defeasance	100
Section 8.04	Conditions to Legal or Covenant Defeasance	100
Section 8.05	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions	102
Section 8.06	Repayment to Issuers	102
Section 8.07	Reinstatement	102
	ARTICLE 9
	AMENDMENT, SUPPLEMENT AND WAIVER
Section 9.01	Without Consent of Holders of Notes	103
Section 9.02	With Consent of Holders of Notes	104
Section 9.03	Compliance with Trust Indenture Act	105
Section 9.04	Revocation and Effect of Consents	106
Section 9.05	Notation on or Exchange of Notes	106
Section 9.06	Trustee to Sign Amendments, etc	106
Section 9.07	Payment for Consent	106
Section 9.08	Additional Voting Terms; Calculation of Principal Amount	107
	ARTICLE 10
	GUARANTEES
Section 10.01	Guarantee	107
Section 10.02	Limitation on Guarantor Liability	108
Section 10.03	Execution and Delivery	109
Section 10.04	Subrogation	109

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		Page
Section 10.05	Benefits Acknowledged	109
Section 10.06	Release of Guarantees	109
Section 10.07	Certain Dutch Matters	110
	ARTICLE 11
	SATISFACTION AND DISCHARGE
Section 11.01	Satisfaction and Discharge	110
Section 11.02	Application of Trust Money	111
	ARTICLE 12
	MISCELLANEOUS
Section 12.01	Trust Indenture Act Controls	112
Section 12.02	Notices	112
Section 12.03	Communication by Holders of Notes with Other Holders of Notes	113
Section 12.04	Certificate and Opinion as to Conditions Precedent	114
Section 12.05	Statements Required in Certificate or Opinion	114
Section 12.06	Rules by Trustee and Agents	114
Section 12.07	No Personal Liability of Directors, Officers, Employees and Stockholders	114
Section 12.08	Governing Law	115
Section 12.09	Waiver of Jury Trial	115
Section 12.10	Force Majeure	115
Section 12.11	No Adverse Interpretation of Other Agreements	115
Section 12.12	Successors	115
Section 12.13	Severability	115
Section 12.14	Counterpart Originals	115
Section 12.15	Table of Contents, Headings, etc	115
Section 12.16	Qualification of Indenture	116
Section 12.17	Currency of Account; Conversion of Currency; Foreign Exchange Restrictions	116
Section 12.18	Agent for Service; Submission to Jurisdiction; Waiver of Immunity	117
EXHIBITS
Exhibit A-1	Form of Dollar Note
Exhibit A-2	Form of Euro Note
Exhibit B	Form of Certificate of Transfer
Exhibit C	Form of Certificate of Exchange
Exhibit D	Form of Supplemental Indenture to Be Delivered by Subsequent Guarantors

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INDENTURE, dated as of August 9, 2006, among Nielsen Finance LLC, a Delaware limited liability company (“Nielsen LLC”), Nielsen Finance Co., a Delaware corporation (“Nielsen Co.”), the Guarantors (as defined herein) listed on the signature pages hereto and Law Debenture Trust Company of New York, as Trustee.

W I T N E S S E T H

WHEREAS, Nielsen LLC and Nielsen Co. have duly authorized the creation of an issue of (i) $650,000,000 aggregate principal amount of 10% Senior Notes due 2014 (the “Initial Dollar Notes”) and (ii) €150,000,000 aggregate principal amount of 9% Senior Notes due 2014 (the “Initial Euro Notes”); and

WHEREAS, each of Nielsen LLC, Nielsen Co. and each of the Guarantors has duly authorized the execution and delivery of this Indenture.

NOW, THEREFORE, Nielsen LLC, Nielsen Co., the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Notes.

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01 Definitions.

“144A Global Note” means a Global Note substantially in the form of Exhibit A-1 or Exhibit A-2 hereto, as the case may be, bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the applicable Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the applicable series of Notes sold in reliance on Rule 144A.

“ACN” means ACN Holdings, Inc., a Delaware corporation.

“Acquired Indebtedness” means, with respect to any specified Person,

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Restricted Subsidiary of such specified Person, and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Additional Dollar Notes” means additional Dollar Notes (other than the Initial Dollar Notes and other than Exchange Notes for such Initial Dollar Notes) issued from time to time under this Indenture in accordance with Sections 2.01 and 4.09 hereof.

“Additional Euro Notes” means additional Euro Notes (other than the Initial Euro Notes and other than Exchange Notes issued for such Initial Euro Notes) issued from time to time under this Indenture in accordance with Sections 2.01 and 4.09 hereof.

“Additional Interest” means all additional interest then owing pursuant to the Registration Rights Agreement.

“Additional Notes” means Additional Dollar Notes and Additional Euro Notes.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“Agent” means any Registrar or Paying Agent.

“Applicable Currency Equivalent” means, with respect to any monetary amount in a currency other than U.S. dollars, in the case of the Dollar Notes, or euros, in the case of the Euro Notes, at any time for the determination thereof, the amount of U.S. dollars or euros, as applicable, obtained by converting such foreign currency involved in such computation into U.S. dollars or euros, as applicable, at the spot rate for the purchase of U.S. dollars or euros, as applicable, with the applicable foreign currency as quoted by Reuters at approximately 10:00 A.M. (New York time) on the date not more than two Business Days prior to such determination.

“Applicable Premium” means

(1) with respect to any Dollar Note on any Redemption Date, the greater of:

(a) 1.0% of the principal amount of such Dollar Note on such Redemption Date; and

(b) the excess, if any, of (i) the present value at such Redemption Date of (A) the redemption price of such Dollar Note at August 1, 2010 (each such redemption price being set forth in Section 3.07(d) hereof, plus (B) all required interest payments due on such Dollar Note through August 1, 2010 (excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over (ii) the principal amount of such Dollar Note; and

(2) with respect to any Euro Note on any Redemption Date, the greater of:

(a) 1.0% of the principal amount of such Euro Note on such Redemption Date; and

(b) the excess, if any, of (i) the present value at such Redemption Date of (A) the redemption price of such Euro Note at August 1, 2010 (each such redemption price being set forth in Section 3.07(d) hereof, plus (B) all required interest payments due on such Euro Note through August 1, 2010 (excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the Bund Rate as of such Redemption Date plus 50 basis points; over (ii) the principal amount of such Euro Note.

“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Dollar Depositary, Euroclear and/or Clearstream that apply to such transfer or exchange.

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“Asset Sale” means:

(1) the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets (including by way of a Sale and Lease-Back Transaction) of a Covenant Party or any of the Restricted Subsidiaries (each referred to in this definition as a “disposition”); or

(2) the issuance or sale of Equity Interests of any Covenant Party or any Restricted Subsidiary, whether in a single transaction or a series of related transactions;

in each case, other than:

(a) any disposition of Cash Equivalents or Investment Grade Securities or obsolete or worn out equipment in the ordinary course of business or any disposition of inventory or goods (or other assets) held for sale in the ordinary course of business;

(b) the disposition of all or substantially all of the assets of the Covenant Parties and Restricted Subsidiaries in a manner permitted pursuant to the provisions described under Section 5.01 hereof or any disposition that constitutes a Change of Control pursuant to this Indenture;

(c) the making of any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under Section 4.07 hereof;

(d) any disposition of assets or issuance or sale of Equity Interests of any Covenant Party or Restricted Subsidiary in any transaction or series of transactions with an aggregate fair market value of less than $50.0 million;

(e) any disposition of property or assets or issuance of securities by a Restricted Subsidiary or a Covenant Party to another Covenant Party or by a Covenant Party or a Restricted Subsidiary to another Restricted Subsidiary;

(f) to the extent allowable under Section 1031 of the Internal Revenue Code of 1986, any exchange of like property (excluding any boot thereon) for use in a Similar Business;

(g) the lease, assignment or sub-lease of any real or personal property in the ordinary course of business;

(h) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

(i) any issuance or sale of Equity Interests of VNUHF;

(j) foreclosures on assets;

(k) sales of accounts receivable, or participations therein, in connection with any Receivables Facility;

(l) any sale, conveyance, transfer or other disposition of the Transactions Intercompany Obligations; and

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(m) any financing transaction with respect to property built or acquired by a Covenant Party or any Restricted Subsidiary after the Issue Date, including Sale and Lease-Back Transactions and asset securitizations permitted by this Indenture.

“Asset Sale Prepayment Amount” means:

(1) at any time after the Issue Date and prior to the repayment, redemption, repurchase, defeasance or other acquisition or retirement of at least $150.0 million of Indebtedness under Credit Facilities and $100.0 million aggregate principal amount of Notes with the Net Proceeds of Asset Sales, $0;

(2) at any time after the repayment, redemption, repurchase, defeasance or other acquisition or retirement of at least $150.0 million (but less than $650.0 million) of Indebtedness under Credit Facilities and $100.0 million (but less than $200.0 million) aggregate principal amount of Notes with the Net Proceeds of Asset Sales, $50.0 million less the amount of Net Proceeds, if any, previously applied to the repayment, redemption, repurchase, defeasance or other acquisition or retirement of Subordinated Indebtedness pursuant to this clause (2);

(3) at any time after the repayment, redemption, repurchase, defeasance or other acquisition or retirement of at least $650.0 million of Indebtedness under Credit Facilities and $200.0 million aggregate principal amount of Notes with the Net Proceeds of Asset Sales, $100.0 million less, without duplication, the amount of Net Proceeds, if any, previously applied to the repayment, redemption, repurchase, defeasance or other acquisition or retirement of Subordinated Indebtedness pursuant to clause (2) above and/or this clause (3).

“Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.

“Broker-Dealer” has the meaning set forth in the Registration Rights Agreement.

“Bund Rate” means, as of any Redemption Date, the yield to maturity as of such Redemption Date of direct obligations of the Federal Republic of Germany (Bunds or Bundesanleihen) with a constant maturity (as compiled and published in the most recent financial statistics) that has become publicly available at least two Business Days prior to the Redemption Date (or, if such financial statistics are no longer published, any publicly available source of similar market data)) most nearly equal to the period from the Redemption Date to August 1, 2010; provided, however, that if the period from the Redemption Date to August 1, 2010 is less than one year, the weekly average yield on actually traded direct obligations of the Federal Republic of German adjusted to a constant maturity of one year will be used.

“Business Day” means each day which is not a Legal Holiday.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

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(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP.

“Capitalized Software Expenditures” shall mean, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by a Person and its Subsidiaries that are Covenant Parties or Restricted Subsidiaries during such period in respect of purchased software or internally developed software and software enhancements that, in conformity with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of such Person and such Subsidiaries.

“Cash Equivalents” means:

(1) United States dollars;

(2)(a) euro, or any national currency of any participating member state of the EMU; or

(b) in the case of any Covenant Party or Restricted Subsidiary, such local currencies held by them from time to time in the ordinary course of business;

(3) securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government, any member of the European Union or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition;

(4) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus of not less than $500.0 million in the case of U.S. banks and $100.0 million (or the U.S. dollar equivalent as of the date of determination) in the case of non-U.S. banks;

(5) repurchase obligations for underlying securities of the types described in clauses (3) and (4) entered into with any financial institution meeting the qualifications specified in clause (4) above;

(6) commercial paper rated at least P-1 by Moody’s or at least A-1 by S&P and in each case maturing within 24 months after the date of creation thereof;

(7) marketable short-term money market and similar securities having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) and in each case maturing within 24 months after the date of creation thereof;

(8) investment funds investing 95% of their assets in securities of the types described in clauses (1) through (7) above;

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(9) readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P with maturities of 24 months or less from the date of acquisition;

(10) Indebtedness or Preferred Stock issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from Moody’s with maturities of 24 months or less from the date of acquisition; and

(11) Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s.

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (1) and (2) above, provided that such amounts are converted into any currency listed in clauses (1) and (2) as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

“Change of Control” means the occurrence of any of the following:

(1) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Covenant Parties and the Restricted Subsidiaries, taken as a whole, to any Person other than a Permitted Holder; or

(2) the Issuers become aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than the Permitted Holders, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of a majority or more of the total voting power of the Voting Stock of an Issuer.

“Clearstream” means Clearstream Banking, Société Anonyme.

“Common Depositary” means Deutsche Bank AG, London Branch, as common depositary for Euroclear and Clearstream and depositary for the Euro Notes, together with its successors in such capacity.

“Consolidated Depreciation and Amortization Expense” means, with respect to any Person, for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees and Capitalized Software Expenditures and amortization of unrecognized prior service costs and actuarial gains and losses related to pensions and other post-employment benefits, of such Person and its Subsidiaries that are Covenant Parties or Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

“Consolidated Indebtedness” means, as of any date of determination, the sum, without duplication, of (1) the total amount of Indebtedness of the Covenant Parties and the Restricted Subsidiaries, plus (2) the aggregate liquidation value of all Disqualified Stock of the Issuers and the Restricted Guarantors and all Preferred Stock of the Restricted Subsidiaries that are not Guarantors, in each case, determined on a consolidated basis in accordance with GAAP.

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“Consolidated Interest Expense” means, with respect to any Person for any period, without duplication, the sum of:

(1) consolidated interest expense of such Person and its Subsidiaries that are Covenant Parties or Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (c) non-cash interest expense (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (d) the interest component of Capitalized Lease Obligations, and (e) net payments, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding (w) any Additional Interest and any “additional interest” with respect to the Notes, (x) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, (y) any expensing of bridge, commitment and other financing fees and (z) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Receivables Facility); plus

(2) consolidated capitalized interest of such Person and such Subsidiaries for such period, whether paid or accrued; plus

(3) Restricted Payments made by such Person of the type permitted to be made by Section 4.07(b)(15)(f); less

(4) interest income of such Person and such Subsidiaries for such period.

For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by the Issuers to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

“Consolidated Leverage Ratio” means, as of the date of determination, the ratio of (a) the Consolidated Indebtedness of the Covenant Parties and the Restricted Subsidiaries on such date less the amount of cash and Cash Equivalents in excess of any Restricted Cash that would be stated on the balance sheet of the Covenant Parties and the Restricted Subsidiaries and held by the Covenant Parties and the Restricted Subsidiaries as of such date of determination, as determined in accordance with GAAP, to (b) EBITDA of the Covenant Parties and the Restricted Subsidiaries for the most recently ended four fiscal quarters ending immediately prior to such date for which internal financial statements are available.

In the event that a Covenant Party or any Restricted Subsidiary (i) incurs, assumes, guarantees, redeems, retires or extinguishes any Indebtedness (other than, for purposes of calculating EBITDA only, Indebtedness incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) or (ii) issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Consolidated Leverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Consolidated Leverage Ratio is made (the “Consolidated Leverage Ratio Calculation Date”), then the Consolidated Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period.

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For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business, and other operational changes that a Covenant Party or any of the Restricted Subsidiaries has determined to make and/or made during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Consolidated Leverage Ratio Calculation Date shall be calculated on a pro forma basis in accordance with GAAP assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, discontinued operations and other operational changes (and the change in any associated Fixed Charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into a Covenant Party or any of the Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinued operation or operational change, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this definition, then the Consolidated Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, consolidation, discontinued operation or operational change had occurred at the beginning of the applicable four-quarter period.

For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of an Issuer. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Consolidated Leverage Ratio Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of an Issuer to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period except as set forth in the first paragraph of this definition. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Issuers may designate. Any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Issuers as set forth in an Officer’s Certificate, to reflect (1) operating expense reductions and other operating improvements or synergies reasonably expected to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions) and (2) all adjustments of the nature used in connection with the calculation of “Pro Forma Adjusted EBITDA” as set forth in footnote 8 to the “Summary Historical and Pro Forma Financial Information” under “Offering Memorandum Summary” in the Offering Memorandum to the extent such adjustments, without duplication, continue to be applicable to such four-quarter period. Notwithstanding anything to the contrary, the aggregate amount of projected operating expense reductions, operating improvements and synergies included in any such pro forma calculation shall not exceed $125.0 million for any four consecutive quarter period (which adjustments may be incremental to pro forma adjustments made pursuant to the immediately preceding paragraph).

For the purposes of this definition, any amount in a currency other than U.S. dollars will be converted to U.S. dollars based on the average exchange rate for such currency for the most recent twelve month period immediately prior to the date of determination determined in a manner consistent with that used in calculating EBITDA for the applicable period.

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“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income, of such Person and its Subsidiaries that are Covenant Parties or Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that, without duplication,

(1) any after-tax effect of extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses (including relating to the Transactions), duplicative running costs associated with the European Data Factory, severance, relocation costs and curtailments or modifications to pension and post-retirement employee benefit plans shall be excluded,

(2) the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period, including changes from international financial reporting standards to United States financial reporting standards,

(3) any after-tax effect of income (loss) from disposed or discontinued operations and any net after-tax gains or losses on disposal of disposed, abandoned or discontinued operations shall be excluded,

(4) any after-tax effect of gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions other than in the ordinary course of business, as determined in good faith by the Issuers, shall be excluded,

(5) the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of such Person shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to such Person or a Subsidiary thereof that is a Covenant Party or a Restricted Subsidiary in respect of such period,

(6) solely for the purpose of determining the amount available for Restricted Payments under clause (3)(a) of Section 4.07(a) hereof, the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded if the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination wholly permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived, provided that Consolidated Net Income of the Covenant Parties will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) to a Covenant Party or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein,

(7) effects of purchase accounting adjustments (including the effects of such adjustments pushed down to such Person and such Subsidiaries) in component amounts required or permitted by GAAP, resulting from the application of purchase accounting in relation to the Transactions or any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded,

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(8) any after-tax effect of income (loss) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments shall be excluded,

(9) any impairment charge or asset write-off, in each case, pursuant to GAAP and the amortization of intangibles arising pursuant to GAAP shall be excluded,

(10) any non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights shall be excluded,

(11) any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with the Transactions and any acquisition, Investment, Asset Sale, issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument (in each case, including any such transaction consummated prior to the Issue Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction shall be excluded, and

(12) accruals and reserves that are established within twelve months after the Issue Date that are so required to be established as a result of the Transactions in accordance with GAAP shall be excluded.

Notwithstanding the foregoing, for the purpose of Section 4.07 hereof only (other than clause (3)(d) of Section 4.07(a) hereof), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Covenant Parties and the Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from the Covenant Parties and the Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by any of the Covenant Parties or any of the Restricted Subsidiaries, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under clause (3)(d) of Section 4.07(a) hereof.

“Consolidated Secured Debt Ratio” means, as of the date of determination, the ratio of (a) the Consolidated Indebtedness of the Covenant Parties and the Restricted Subsidiaries on such date that is secured by Liens less the amount of cash and Cash Equivalents in excess of any Restricted Cash that would be stated on the balance sheet of the Covenant Parties and the Restricted Subsidiaries and held by the Covenant Parties and the Restricted Subsidiaries as of such date of determination, as determined in accordance with GAAP, to (b) EBITDA of the Covenant Parties and the Restricted Subsidiaries for the most recently ended four fiscal quarters ending immediately prior to such date for which internal financial statements are available.

In the event that a Covenant Party or any Restricted Subsidiary (i) incurs, assumes, guarantees, redeems, retires or extinguishes any Indebtedness (other than, for purposes of calculating EBITDA only, Indebtedness incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) or (ii) issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Consolidated Secured Debt Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Consolidated Secured Debt Ratio is made (the “Consolidated Secured Debt Ratio Calculation Date”), then the Consolidated Secured Debt Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period.

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For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business, and other operational changes that a Covenant Party or any of the Restricted Subsidiaries has determined to make and/or made during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Consolidated Secured Debt Ratio Calculation Date shall be calculated on a pro forma basis in accordance with GAAP assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, discontinued operations and other operational changes (and the change in any associated Fixed Charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into a Covenant Party or any of the Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinued operation or operational change, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this definition, then the Consolidated Secured Debt Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, consolidation, discontinued operation or operational change had occurred at the beginning of the applicable four-quarter period.

For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of an Issuer. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Consolidated Secured Debt Ratio Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of an Issuer to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period except as set forth in the first paragraph of this definition. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Issuers may designate. Any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Issuers as set forth in an Officer’s Certificate, to reflect (1) operating expense reductions and other operating improvements or synergies reasonably expected to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions; and (2) all adjustments of the nature used in connection with the calculation of “Pro Forma Adjusted EBITDA” as set forth in footnote 8 to the “Summary Historical and Pro Forma Financial Information” under “Offering Memorandum Summary” in the Offering Memorandum to the extent such adjustments, without duplication, continue to be applicable to such four-quarter period. Notwithstanding anything to the contrary, the aggregate amount of projected operating expense reductions, operating improvements and synergies included in any such pro forma calculation shall not exceed $125.0 million for any four consecutive quarter period (which adjustments may be incremental to pro forma adjustments made pursuant to the immediately preceding paragraph).

For the purposes of this definition, any amount in a currency other than U.S. dollars will be converted to U.S. dollars based on the average exchange rate for such currency for the most recent twelve month period immediately prior to the date of determination determined in a manner consistent with that used in calculating EBITDA for the applicable period.

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“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent,

(1) to purchase any such primary obligation or any property constituting direct or indirect security therefor,

(2) to advance or supply funds

(a) for the purchase or payment of any such primary obligation, or

(b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or

(3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

“Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in Section 12.02 hereof or such other address as to which the Trustee may give notice to the Holders and the Issuers.

“Covenant Parties” means each of VNUHF, VNU International, B.V., and the Issuers.

“Credit Facilities” means, with respect to a Covenant Party or any of the Restricted Subsidiaries, one or more debt facilities, including the Senior Credit Facilities, or other financing arrangements (including, without limitation, commercial paper facilities or indentures) providing for revolving credit loans, term loans, letters of credit or other long-term indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof and any indentures or credit facilities or commercial paper facilities that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount permitted to be borrowed thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under Section 4.09 hereof) or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders.

“Custodian” means DBTCA, as custodian with respect to the Dollar Denominated Global Notes, or any successor entity thereto, and DB London with respect to the Euro Denominated Global Notes, or any successor entity thereto.

“DB London” means Deustche Bank AG, London Branch.

“DBTCA” means Deustche Bank Trust Company Americas.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Definitive Dollar Note” means a certificated Dollar Note registered in the name of the Holder thereof and issued in accordance with Section 2.06(c) hereof, substantially in the form of Exhibit A-1 hereto, except that such Dollar Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

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“Definitive Euro Note” means a certificated Euro Note registered in the name of the Holder thereof and issued in accordance with Section 2.06(c) hereof, substantially in the form of Exhibit A-2 hereto, except that such Euro Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Euro Denominated Global Note” attached thereto.

“Definitive Notes” means, collectively, Definitive Dollar Notes and Definitive Euro Notes.

“Depositary” means the Dollar Depositary or the Common Depositary, as the case may be.

“Designated Non-cash Consideration” means the fair market value of non-cash consideration received by a Covenant Party or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of an Issuer, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

“Designated Preferred Stock” means Preferred Stock of a Covenant Party, a Restricted Subsidiary or any direct or indirect parent corporation thereof (in each case other than Disqualified Stock) that is issued for cash (other than to a Covenant Party or a Restricted Subsidiary or an employee stock ownership plan or trust established by a Covenant Party or any their respective Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate executed by the principal financial officer of the Issuers, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (3) of Section 4.07(a) hereof.

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than solely as a result of a change of control or asset sale) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely as a result of a change of control or asset sale), in whole or in part, in each case prior to the date 91 days after the earlier of the maturity date of the Notes or the date the Notes are no longer outstanding; provided, however, that if such Capital Stock is issued to any plan for the benefit of employees of the Covenant Parties or their respective Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased in order to satisfy applicable statutory or regulatory obligations.

“Dollar Denominated Global Note” means a Global Note denominated in U.S. dollars.

“Dollar Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as Depositary hereunder and having become such pursuant to the applicable provision of this Indenture.

“Dollar Notes” means the Initial Dollar Notes, any Additional Dollar Notes and the Exchange Dollar Notes.

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“Domestic Subsidiary” means any Subsidiary of a Covenant Party that is organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof

“EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person and its Subsidiaries that are Covenant Parties or Restricted Subsidiaries for such period

(1) increased (without duplication) by:

(a) provision for taxes based on income or profits or capital, including, without limitation, state, franchise and similar taxes and foreign withholding taxes of such Person and such Subsidiaries paid or accrued during such period deducted (and not added back) in computing Consolidated Net Income; plus

(b) Fixed Charges (other than clause (3) of the definition of Consolidated Interest Expense, except to the extent that such amount has been deducted in the calculation of Consolidated Net Income) of such Person and such Subsidiaries for such period (including (x) net losses on Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk and (y) costs of surety bonds in connection with financing activities, in each case, to the extent included in Fixed Charges) to the extent the same was deducted (and not added back) in calculating such Consolidated Net Income; plus

(c) Consolidated Depreciation and Amortization Expense of such Person and such Subsidiaries for such period to the extent the same were deducted (and not added back) in computing Consolidated Net Income; plus

(d) any expenses or charges (other than depreciation or amortization expense) related to any Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or the incurrence or repayment of Indebtedness permitted to be incurred by this Indenture (including a refinancing thereof) (whether or not successful), including (i) such fees, expenses or charges related to the offering of the Notes and the Senior Subordinated Discount Notes and the Credit Facilities, (ii) any amendment or other modification of the Notes, and, in each case, deducted (and not added back) in computing Consolidated Net Income, (iii) any Additional Interest and any “additional interest” with respect to the Senior Subordinated Discount Notes and (iv) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Receivables Facility; plus

(e) the amount of any business optimization expense and restructuring charge or reserve deducted (and not added back) in such period in computing Consolidated Net Income, including any restructuring costs incurred in connection with acquisitions after the Issue Date, costs related to the closure and/or consolidation of facilities, retention charges, systems establishment costs and excess pension charges; plus

(f) any other non-cash charges, including any write offs or write downs, reducing Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from EBITDA in such future period to the extent paid, but excluding from this proviso, for the avoidance of doubt, amortization of a prepaid cash item that was paid in a prior period); plus

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(g) the amount of any minority interest expense consisting of Subsidiary income attributable to minority equity interests of third parties in any non-Wholly-Owned Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income; plus

(h) the amount of management, monitoring, consulting, transaction and advisory fees and related expenses paid in such period to the Investors to the extent otherwise permitted under Section 4.11 hereof; plus

(i) the amount of loss on sale of receivables and related assets to the Receivables Subsidiary in connection with a Receivables Facility; plus

(j) any costs or expense incurred by such Person or any such Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of an Issuer or a Restricted Guarantor or net cash proceeds of an issuance of Equity Interest of an Issuer or Restricted Guarantor (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation set forth in clause (3) of Section 4.07(a) hereof;

(2) decreased by (without duplication) (a) non-cash gains increasing Consolidated Net Income of such Person and such Subsidiaries for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any prior period and (b) solely for the purpose of calculating EBITDA on a cumulative basis for purposes of Section 4.07(a)(3)(a), $90.0 million, and

(3) increased or decreased by (without duplication):

(a) any net gain or loss resulting in such period from Hedging Obligations and the application of Statement of Financial Accounting Standards No. 133 and International Accounting Standards No. 39 and their respective related pronouncements and interpretations; plus or minus, as applicable,

(b) any net gain or loss resulting in such period from currency translation gains or losses related to currency remeasurements of indebtedness (including any net loss or gain resulting from hedge agreements for currency exchange risk).

“EMU” means economic and monetary union as contemplated in the Treaty on European Union.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock.

“Equity Offering” means any public or private sale of common stock or Preferred Stock of a VNUHF or of a direct or indirect parent of a VNUHF (excluding Disqualified Stock), other than:

(1) public offerings with respect to any such Person’s common stock registered on Form S-8;

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(2) issuances to a Covenant Party or any Subsidiary of a Covenant Party; and

(3) any such public or private sale that constitutes an Excluded Contribution.

“euro” means the single currency of participating member states of the EMU.

“Euroclear” means Euroclear S.A./N.V., as operator of the Euroclear system.

“Euro Denominated Global Notes” means a Global Note denominated in euro.

“Euro Notes” means the Initial Euro Notes, any Additional Euro Notes and Exchange Euro Notes.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Exchange Notes” means the Notes issued in the Exchange Offer pursuant to Section 2.06(f) hereof.

“Exchange Offer” has the meaning set forth in the Registration Rights Agreement.

“Exchange Offer Registration Statement” has the meaning set forth in the Registration Rights Agreement.

“Excluded Contribution” means net cash proceeds, marketable securities or Qualified Proceeds received by or contributed to a Covenant Party from,

(1) contributions to its common equity capital, and

(2) the sale (other than to a Covenant Party or a Subsidiary of a Covenant Party or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of a Covenant Party or a Subsidiary of a Covenant Party) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of VNUHF or any direct or indirect parent of VNUHF,

in each case designated as Excluded Contributions pursuant to an Officer’s Certificate on the date such capital contributions are made or the date such Equity Interests are sold, as the case may be, which are excluded from the calculation set forth in clause (3) of Section 4.07(a) hereof.

“Fixed Charges” means, with respect to any Person for any period, the sum, without duplication, of:

(1) Consolidated Interest Expense of such Person and its Subsidiaries that are Covenant Parties or Restricted Subsidiaries for such period; plus

(2) all cash dividends or other distributions paid to any Person other than such Person or any such Subsidiary (excluding items eliminated in consolidation) on any series of Preferred Stock of a Covenant Party or a Restricted Subsidiary during such period; plus

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(3) all cash dividends or other distributions paid to any Person other than such Person or any such Subsidiary (excluding items eliminated in consolidation) on any series of Disqualified Stock of a Covenant Party or a Restricted Subsidiary during such period.

“Foreign Parent” means VNU Group B.V. (formerly known as VNU N.V.), VNU Intermediate Holding B.V. and any other direct or indirect parent organization of a Covenant Party that is a subsidiary of VNU Group B.V. (formerly known as VNU N.V.).

“Foreign Subsidiary” means any Restricted Subsidiary that is not a Guarantor and that is not organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof and any Restricted Subsidiary of such Foreign Subsidiary.

“GAAP” means generally accepted accounting principles in the United States which are in effect on the Issue Date.

“Global Note Legend” means the legend set forth in Section 2.06(g)(ii) hereof, which is required to be placed on all Global Notes issued under this Indenture.

“Global Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes, substantially in the form of Exhibit A-1 or A-2 hereto, as the case may be, issued in accordance with Section 2.01, 2.06(b), 2.06(d) or 2.06(f) hereof.

“Government Securities” means securities that are:

(1) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or

(2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,

which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.

“guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

“Guarantee” means the guarantee by any Guarantor of the Issuers’ Obligations under this Indenture.

“Guarantor” means, each Person that Guarantees the Notes in accordance with the terms of this Indenture.

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“Hedging Obligations” means, with respect to any Person, the obligations of such Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap agreement or similar agreement providing for the transfer or mitigation of interest rate or currency risks either generally or under specific contingencies.

“Holder” means the Person in whose name a Note is registered on the Registrar’s books.

“Holdings Debt” means Indebtedness of VNU outstanding on the Issue Date (after giving pro forma effect to the Transactions) as reflected in VNU’s balance sheet and refinancings thereof that do not increase the aggregate principal amount thereof, except to the extent of additional Indebtedness incurred to pay premiums (including tender premiums), defeasance costs and fees and expenses in connection therewith.

“Indebtedness” means, with respect to any Person, without duplication:

(1) any indebtedness (including principal and premium) of such Person, whether or not contingent:

(a) in respect of borrowed money;

(b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof);

(c) representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), except (i) any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business, (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP and (iii) liabilities accrued in the ordinary course of business; or

(d) representing any Hedging Obligations;

if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;

(2) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred to in clause (1) of a third Person (whether or not such items would appear upon the balance sheet of the such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business; and

(3) to the extent not otherwise included, the obligations of the type referred to in clause (1) of a third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person;

provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include (a) Contingent Obligations incurred in the ordinary course of business, (b) obligations under or in respect of Receivables Facilities, (c) any intercompany indebtedness (including intercompany indebtedness to a

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Foreign Parent) having a term not exceeding 364 days (inclusive of any rollover or extensions of terms) and made in the ordinary course of business consistent with past practice and (d) the Parent Intercompany Debt.

“Indenture” means this Indenture, as amended or supplemented from time to time.

“Independent Financial Advisor” means an accounting, appraisal, investment banking firm or consultant to Persons engaged in Similar Businesses of nationally recognized standing that is, in the good faith judgment of the Issuers, qualified to perform the task for which it has been engaged.

“Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

“Initial Dollar Notes” has the meaning assigned to such term in the recitals hereto.

“Initial Euro Notes” has the meaning assigned to such term in the recitals hereto.

“Initial Notes” means the Initial Dollar Notes and the Initial Euro Notes.

“Initial Purchasers” means, with respect to the Dollar Notes, Deutsche Bank Securities Inc., Citigroup Global Markets Inc., J.P. Morgan Securities Inc., ABN AMRO Incorporated and ING Bank N.V. and with respect to the Euro Notes, Deutsche Bank AG, London Branch, Citigroup Global Markets Limited, J.P. Morgan Securities Ltd., ABN AMRO Incorporated and ING Bank N.V.

“Interest Payment Date” means February 1 and August 1 of each year to stated maturity.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.

“Investment Grade Securities” means:

(1) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents);

(2) debt securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among the Issuers and the Subsidiaries of any Covenant Party;

(3) investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending investment or distribution; and

(4) corresponding instruments in countries other than the United States customarily utilized for high quality investments.

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers, commission, travel and similar advances to officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any

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other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of such Person in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of “Unrestricted Subsidiary” and Section 4.07 hereof:

(1) “Investments” shall include the portion (proportionate to the applicable Covenant Party’s direct or indirect equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of a Covenant Party at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Issuers or applicable Restricted Subsidiary shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to:

(a) the Covenant Party’s direct or indirect “Investment” in such Subsidiary at the time of such redesignation; less

(b) the portion (proportionate to the Covenant Party’s direct or indirect equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and

(2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Issuers.

“Investors” means AlpInvest Partners, The Blackstone Group, The Carlyle Group, Hellman & Friedman, Kohlberg Kravis Roberts & Co., Thomas H. Lee Partners and each of their respective Affiliates but not including, however, any operating portfolio companies of any of the foregoing.

“Issue Date” means August 9, 2006.

“Issuer Order” means a written request or order signed on behalf of the Issuers by Officers of the Issuers, who must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of such Issuer, and delivered to the Trustee.

“Issuers” mean Nielsen Finance LLC and Nielsen Finance Co.

“Legal Holiday” means a Saturday, a Sunday or a day on which commercial banking institutions are not required to be open in the State of New York or in London, United Kingdom.

“Letter of Transmittal” means the letter of transmittal to be prepared by the Issuers and sent to all Holders of the Notes for use by such Holders in connection with the Exchange Offer.

“Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien.

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business.

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“Net Income” means, with respect to any Person, the net income (loss) of such Person and its Subsidiaries that are Covenant Parties or Restricted Subsidiaries, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.

“Net Proceeds” means the aggregate cash proceeds received by any of the Covenant Parties or any of the Restricted Subsidiaries in respect of any Asset Sale, including any cash received upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale, net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration, including legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of principal, premium, if any, and interest on Senior Indebtedness required (other than required by clause (1) of Section 4.10(b) hereof) to be paid as a result of such transaction and any deduction of appropriate amounts to be provided by a Covenant Party or any of the Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by a Covenant Party or any of the Restricted Subsidiaries after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

“Non-U.S. Person” means a Person who is not a U.S. Person.

“Notes” means the Initial Dollar Notes and the Initial Euro Notes and more particularly means any Note authenticated and delivered under this Indenture. For all purposes of this Indenture, the term “Notes” shall also include any Additional Dollar Notes and Additional Euro Notes that may be issued under a supplemental indenture. The Dollar Notes (including any Exchange Notes issued in exchange therefor) and the Euro Notes (including any Exchange Notes issued in exchange therefor) are separate series of Notes, but shall be treated as a single class for all purposes under this Indenture, except as set forth herein. For purposes of this Indenture, all references to Notes to be issued or authenticated upon transfer, replacement or exchange shall be deemed to refer to Notes of the applicable series.

“Obligations” means any principal (including any accretion), interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal (including any accretion), interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

“Offering Memorandum” means the offering memorandum, dated August 1, 2006, relating to the sale of the Initial Notes.

“Officer” means the Chairman of the Board, the Chief Executive Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of each Issuer.

“Officer’s Certificate” means a certificate signed on behalf of the Issuers by an Officer of the Issuers, who must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Issuers, that meets the requirements set forth in this Indenture.

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“Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Issuers or the Trustee.

“Parent Intercompany Debt” means the intercompany loan of VNU to VNUHF, as in effect on the Issue Date after giving effect to the Transactions.

“Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream).

“Permitted Asset Swap” means the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between a Covenant Party or any of the Restricted Subsidiaries and another Person; provided, that any cash or Cash Equivalents received must be applied in accordance with Section 4.10 hereof.

“Permitted Holders” means each of the Investors and members of management of a Covenant Party, a Restricted Subsidiary or any direct or indirect parent entity of the foregoing who are holders of Equity Interests of VNU or its direct or indirect parent organizations on the Issue Date and any group (within the meaning of Section 13(d)(3) or section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members; provided, that, in the case of such group and without giving effect to the existence of such group or any other group, such Investors and members of management, collectively, have beneficial ownership of more than 50% of the total voting power of the Voting Stock of VNU or any of its direct or indirect parent companies.

“Permitted Investments” means:

(1) any Investment in a Covenant Party or any of the Restricted Subsidiaries;

(2) any Investment in cash and Cash Equivalents or Investment Grade Securities;

(3) any Investment by a Covenant Party or any of the Restricted Subsidiaries in a Person that is engaged in a Similar Business if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary; or

(b) such Person, in one transaction or a series of related transactions, is merged or consolidated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, a Covenant Party or a Restricted Subsidiary,

and, in each case, any Investment held by such Person; provided, that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer;

(4) any Investment in securities or other assets not constituting cash, Cash Equivalents or Investment Grade Securities and received in connection with an Asset Sale made pursuant to the provisions of Section 4.10 hereof or any other disposition of assets not constituting an Asset Sale;

(5) any Investment existing on the Issue Date or made pursuant to binding commitments in effect on the Issue Date or an Investment consisting of any extension, modification or renewal of any Investment existing on the Issue Date; provided that the amount of any such Investment may be increased (x) as required by the terms of such Investment as in existence on the Issue Date or (y) as otherwise permitted under this Indenture;

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(6) any Investment acquired by a Covenant Party or any of the Restricted Subsidiaries:

(a) in exchange for any other Investment or accounts receivable held by such Covenant Party or any such Restricted Subsidiary in connection with or as a result of a bankruptcy workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable; or

(b) as result of a foreclosure by a Covenant Party or any of the Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(7) Hedging Obligations permitted under clause (9) of Section 4.09(b) hereof;

(8) any Investment in a Similar Business having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (8) that are at that time outstanding, not to exceed 2.5% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(9) Investments the payment for which consists of Equity Interests (exclusive of Disqualified Stock) of a Covenant Party or any of their respective direct or indirect parent companies; provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under clause (3) of Section 4.07(a) hereof;

(10) guarantees of Indebtedness permitted under Section 4.09 hereof;

(11) any transaction to the extent it constitutes an Investment that is permitted and made in accordance with the provisions of Section 4.11(b) hereof (except transactions described in clauses (2), (5) and (9) of Section 4.11(b) hereof);

(12) Investments consisting of purchases and acquisitions of inventory, supplies, material or equipment;

(13) additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (13) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities), not to exceed 2.5% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(14) Investments relating to a Receivables Subsidiary that, in the good faith determination of the Issuers are necessary or advisable to effect any Receivables Facility;

(15) advances to, or guarantees of Indebtedness of, employees not in excess of $15.0 million outstanding at any one time, in the aggregate;

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(16) loans and advances to officers, directors and employees for business-related travel expenses, moving expenses and other similar expenses, in each case incurred in the ordinary course of business or consistent with past practices or to fund such Person’s purchase of Equity Interests of the Issuers or any direct or indirect parent company thereof; and

(17) Investments in joint ventures in an aggregate amount not to exceed $25.0 million outstanding at any one time, in the aggregate.

“Permitted Liens” means, with respect to any Person:

(1) pledges or deposits by such Person under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business;

(2) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(3) Liens for taxes, assessments or other governmental charges not yet overdue for a period of more than 30 days or payable or subject to penalties for nonpayment or which are being contested in good faith by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(4) Liens in favor of issuers of performance and surety bonds or bid bonds or with respect to other regulatory requirements or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business;

(5) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental, to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(6) Liens securing Indebtedness permitted to be incurred pursuant to clause (4), (11)(b), (17) or (18) of Section 4.09(b) hereof; provided that Liens securing Indebtedness permitted to be incurred pursuant to clause (17) extend only to the assets of Foreign Subsidiaries and Liens securing Indebtedness permitted to be incurred pursuant to clause (18) are solely on acquired property or assets of the acquired entity, as the case may be;

(7) Liens existing on the Issue Date;

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(8) Liens on property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided further, however, that such Liens may not extend to any other property owned by a Covenant Party or any of the Restricted Subsidiaries;

(9) Liens on property at the time a Covenant Party or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into a Covenant Party or any of the Restricted Subsidiaries; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition; provided further, however, that the Liens may not extend to any other property owned by a Covenant Party or any of the Restricted Subsidiaries;

(10) Liens securing Indebtedness or other obligations of a Covenant Party or a Restricted Subsidiary owing to a Covenant Party or another Restricted Subsidiary permitted to be incurred in accordance with Section 4.09 hereof;

(11) Liens securing Hedging Obligations so long as, in the case of Hedging Obligations related to interest, the related Indebtedness is, and is permitted to be under this Indenture, secured by a Lien on the same property securing such Hedging Obligations;

(12) Liens on specific items of inventory of other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(13) leases, subleases, licenses or sublicenses granted to others in the ordinary course of business which do not materially interfere with the ordinary conduct of the business of the Covenant Parties or any of the Restricted Subsidiaries and do not secure any Indebtedness;

(14) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Covenant Parties and the Restricted Subsidiaries in the ordinary course of business;

(15) Liens in favor of an Issuer or any Restricted Guarantor;

(16) Liens on equipment of a Covenant Party or any of the Restricted Subsidiaries granted in the ordinary course of business;

(17) Liens on accounts receivable and related assets incurred in connection with a Receivables Facility;

(18) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8) and (9); provided, however, that (a) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (b) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (6), (7), (8) and (9) at the time the original Lien became a Permitted Lien under this Indenture, and (ii) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;

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(19) deposits made in the ordinary course of business to secure liability to insurance carriers;

(20) other Liens securing obligations incurred in the ordinary course of business which obligations do not exceed $50.0 million at any one time outstanding;

(21) Liens securing judgments for the payment of money not constituting an Event of Default under clause (5) under Section 6.01 hereof so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;

(22) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

(23) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, and (iii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

(24) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 4.09 hereof; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;

(25) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; and

(26) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Covenant Parties or any of the Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Covenant Parties and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Covenant Parties or any of the Restricted Subsidiaries in the ordinary course of business.

For purposes of this definition, the term “Indebtedness” shall be deemed to include interest on and the costs in respect of such Indebtedness.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Preferred Stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.

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“Private Placement Legend” means the legend set forth in Section 2.06(g)(i) hereof to be placed on all Notes issued under this Indenture, except where otherwise permitted by the provisions of this Indenture.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Qualified Proceeds” means assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business; provided that the fair market value of any such assets or Capital Stock shall be determined by the Issuers in good faith.

“Rating Agencies” means Moody’s and S&P or if Moody’s or S&P or both shall not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Issuers which shall be substituted for Moody’s or S&P or both, as the case may be.

“Receivables Facility” means any of one or more receivables financing facilities as amended, supplemented, modified, extended, renewed, restated or refunded from time to time, the Obligations of which are non-recourse (except for customary representations, warranties, covenants and indemnities made in connection with such facilities) to the Covenant Parties or any of the Restricted Subsidiaries (other than a Receivables Subsidiary) pursuant to which the Covenant Parties or any of the Restricted Subsidiaries sells their accounts receivable to either (a) a Person that is not a Restricted Subsidiary or (b) a Receivables Subsidiary that in turn sells its accounts receivable to a Person that is not a Restricted Subsidiary.

“Receivables Fees” means distributions or payments made directly or by means of discounts with respect to any accounts receivable or participation interest therein issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Facility.

“Receivables Subsidiary” means any Subsidiary formed for the purpose of, and that solely engages only in one or more Receivables Facilities and other activities reasonably related thereto.

“Record Date” for the interest or Additional Interest, if any, payable on any applicable Interest Payment Date means January 15 or July 15 (whether or not a Business Day) next preceding such Interest Payment Date.

“Registration Rights Agreement” means the Registration Rights Agreement with respect to the Notes dated as of the Issue Date, among the Issuers, the Guarantors and the Initial Purchasers, as such agreement may be amended, modified or supplemented from time to time and, with respect to any Additional Notes, one or more registration rights agreements between the Issuers and the other parties thereto, as such agreement(s) may be amended, modified or supplemented from time to time, relating to rights given by the Issuers to the purchasers of Additional Notes to register such Additional Notes under the Securities Act.

“Regulation S” means Regulation S promulgated under the Securities Act.

“Regulation S Global Note” means a Regulation S Temporary Global Note or Regulation S Permanent Global Note, as applicable.

“Regulation S Permanent Global Note” means a permanent Global Note in the form of Exhibit A-1 or Exhibit A-2 hereto, as the case may be, bearing the Global Note Legend and the Private

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Placement Legend and deposited with or on behalf of and registered in the name of the applicable Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Regulation S Temporary Global Note of the applicable series upon expiration of the Restricted Period.

“Regulation S Temporary Global Note” means a temporary Global Note in the form of Exhibit A-1 or Exhibit A-2 hereto, as the case may be, bearing the Global Note Legend, the Private Placement Legend and the Regulation S Temporary Global Note Legend and deposited with or on behalf of and registered in the name of the applicable Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes of the applicable series initially sold in reliance on Rule 903.

“Regulation S Temporary Global Note Legend” means the legend set forth in Section 2.06(g)(iii) hereof.

“Related Business Assets” means assets (other than cash or Cash Equivalents) used or useful in a Similar Business, provided that any assets received by the Covenant Parties or a Restricted Subsidiary in exchange for assets transferred by the Covenant Parties or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

“Responsible Officer” means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such Person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

“Restricted Cash” means cash and Cash Equivalents held by Restricted Subsidiaries that is contractually restricted from being distributed to the Covenant Parties, except for such restrictions that are contained in agreements governing Indebtedness permitted under this Indenture and that is secured by such cash or Cash Equivalents.

“Restricted Definitive Euro Note” means a Restricted Definitive Note denominated in euros.

“Restricted Definitive Dollar Note” means a Restricted Definitive Note denominated in U.S. dollars.

“Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend.

“Restricted Global Dollar Note” means a Restricted Global Note representing Dollar Notes.

“Restricted Global Euro Note” means a Restricted Global Note representing Euro Notes.

“Restricted Global Note” means a Global Note bearing the Private Placement Legend.

“Restricted Guarantor” means a Guarantor that is a Covenant Party or a Restricted Subsidiary.

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“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Period” means the 40-day distribution compliance period as defined in Regulation S.

“Restricted Subsidiary” means, at any time, each direct and indirect Subsidiary of each Covenant Party (including any Foreign Subsidiary) that is not an Issuer or that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted Subsidiary.”

“Rule 144” means Rule 144 promulgated under the Securities Act.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Rule 903” means Rule 903 promulgated under the Securities Act.

“Rule 904” means Rule 904 promulgated under the Securities Act.

“S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.

“Sale and Lease-Back Transaction” means any arrangement providing for the leasing by a Covenant Party or any of the Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by such Covenant Party or such Restricted Subsidiary to a third Person in contemplation of such leasing.

“SEC” means the U.S. Securities and Exchange Commission.

“Secured Indebtedness” means any Indebtedness of a Covenant Party or any of the Restricted Subsidiaries secured by a Lien.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Senior Credit Facilities” means the Credit Facility under the Credit Agreement to be entered into as of the Issue Date by and among the Issuers, the Guarantors, the lenders party thereto in their capacities as lenders thereunder and Citibank N.A., as Administrative Agent, including any guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements, refundings or refinancings thereof and any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under Section 4.09 hereof).

“Senior Indebtedness” means:

(1) all Indebtedness of the Issuers or any Guarantor outstanding under the Senior Credit Facilities or Notes and related Guarantees (including interest accruing on or after the filing of any petition in bankruptcy or similar proceeding or for reorganization of the Issuers or any Guarantor (at the rate provided for in the documentation with respect thereto, regardless of

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whether or not a claim for post-filing interest is allowed in such proceedings)), and any and all other fees, expense reimbursement obligations, indemnification amounts, penalties, and other amounts (whether existing on the Issue Date or thereafter created or incurred) and all obligations of the Issuers or any Guarantor to reimburse any bank or other Person in respect of amounts paid under letters of credit, acceptances or other similar instruments;

(2) all Hedging Obligations (and guarantees thereof) owing to a Lender (as defined in the Senior Credit Facilities) or any Affiliate of such Lender (or any Person that was a Lender or an Affiliate of such Lender at the time the applicable agreement giving rise to such Hedging Obligation was entered into), provided that such Hedging Obligations are permitted to be incurred under the terms of this Indenture;

(3) any other Indebtedness of the Issuers or any Guarantor permitted to be incurred under the terms of this Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the Notes or any related Guarantee; and

(4) all Obligations with respect to the items listed in the preceding clauses (1), (2) and (3);

provided, however, that Senior Indebtedness shall not include:

(a) any obligation of such Person to the Covenant Parties or any of their respective Subsidiaries;

(b) any liability for federal, state, local or other taxes owed or owing by such Person;

(c) any accounts payable or other liability to trade creditors arising in the ordinary course of business; provided that obligations incurred pursuant to the Credit Facilities shall not be excluded pursuant to this clause (c);

(d) any Indebtedness or other Obligation of such Person which is subordinate or junior in any respect to any other Indebtedness or other Obligation of such Person; or

(e) that portion of any Indebtedness which at the time of incurrence is incurred in violation of this Indenture.

“Senior Subordinated Discount Notes” means the Issuers’ 12 ¹/2% Senior Subordinated Discount Notes due 2016 issued on the Issue Date.

“Shelf Registration Statement” means the Shelf Registration Statement as defined in the Registration Rights Agreement.

“Significant Party” means any Guarantor or Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Issue Date.

“Similar Business” means any business conducted or proposed to be conducted by the Covenant Parties and the Restricted Subsidiaries on the Issue Date or any business that is similar, reasonably related, incidental or ancillary thereto.

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“Sponsor Management Agreements” means the advisory agreements between each of ACN Holdings, Inc. and VNU, Inc. and Valcon, in each case as in effect on the date hereof and giving effect to amendments thereto that, taken as a whole, are not materially adverse to the interests of the holders of the Notes.

“Sterling Notes” means the £250 million 5.63% Senior Notes due 2010 of VNU Group B.V.

“Subordinated Indebtedness” means,

(1) any Indebtedness of the Issuers which is by its terms subordinated in right of payment to the Notes, and

(2) any Indebtedness of any Guarantor which is by its terms subordinated in right of payment to the Guarantee of such entity of the Notes.

“Subsidiary” means, with respect to any Person:

(1) any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof; and

(2) any partnership, joint venture, limited liability company or similar entity of which

(x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise, and

(y) such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

“Total Assets” means total assets of the Covenant Parties and the Restricted Subsidiaries on a consolidated basis, shown on the most recent balance sheet of the Covenant Parties and the Restricted Subsidiaries as may be expressly stated without giving effect to any amortization of the amount of intangible assets since the Issue Date; provided that in no event shall the Transactions Intercompany Obligations constitute part of Total Assets.

“Transactions” means the acquisition of VNU by Valcon Acquisition B.V. and the related transactions thereto, the issuance of the Notes, the Senior Subordinated Discount Notes and the VNU Senior Discount Notes and borrowings under the Senior Credit Facilities as in effect on the Issue Date.

“Transactions Intercompany Obligations” means any intercompany loan made by a Covenant Party or a Restricted Subsidiary to a Foreign Parent outstanding on the Issue Date or made for the purpose of consummating the Transactions.

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“Treasury Rate” means, as of any Redemption Date, the yield to maturity as of such Redemption Date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the Redemption Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the Redemption Date to August 1, 2010; provided, however, that if the period from the Redemption Date to August 1, 2010 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended (15 U.S.C §§ 77aaa-777bbbb).

“Trustee” means Law Debenture Trust Company of New York, as trustee, until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

“Unrestricted Definitive Euro Note” means a Unrestricted Definitive Note denominated in euros.

“Unrestricted Definitive Dollar Note” means a Unrestricted Definitive Note denominated in U.S. dollars.

“Unrestricted Definitive Note” means one or more Definitive Notes that do not bear and are not required to bear the Private Placement Legend.

“Unrestricted Global Dollar Note” means an Unrestricted Global Note denominated in U.S. dollars.

“Unrestricted Global Euro Note” means an Unrestricted Global Note denominated in euros.

“Unrestricted Global Note” means a permanent Global Note, substantially in the form of Exhibit A-1 or A-2 attached hereto, as the case may be, that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or on behalf of and registered in the name of the applicable Depositary, representing Notes that do not bear the Private Placement Legend.

“Unrestricted Subsidiary” means:

(1) each of NetRatings, Inc. and BuzzMetrics, Inc.;

(2) any Subsidiary of a Covenant Party which at the time of determination is an Unrestricted Subsidiary (as designated by the Issuers, as provided below); and

(3) any Subsidiary of an Unrestricted Subsidiary.

The Issuers may designate any Subsidiary of a Covenant Party (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, a Covenant Party or any Restricted Subsidiary of a Covenant Party (other than solely any Unrestricted Subsidiary of the Subsidiary to be so designated); provided that

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(1) any Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned, directly or indirectly, by a Covenant Party;

(2) such designation complies with Section 4.07 hereof; and

(3) each of:

(a) the Subsidiary to be so designated; and

(b) its Subsidiaries

has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of any Covenant Party or any Restricted Subsidiary.

The Issuers may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, no Default shall have occurred and be continuing and either:

(1) the Issuers could incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test described in Section 4.09(a) hereof; or

(2) the Consolidated Leverage Ratio for the Covenant Parties and the Restricted Subsidiaries would be less than such ratio immediately prior to such designation,

in each case on a pro forma basis taking into account such designation.

Any such designation by the Issuers shall be notified by the Issuers to the Trustee by promptly filing with the Trustee a copy of the resolution of the board of directors of the Issuers or any committee thereof giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions.

“U.S. Dollar Equivalent” means, with respect to any monetary amount in a currency other than U.S. dollars, at any time for the determination thereof, the amount of U.S. dollars obtained by converting such foreign currency involved in such computation into U.S. dollars at the spot rate for the purchase of U.S. dollars with the applicable foreign currency as quoted by Reuters at approximately 10:00 A.M. (New York City time) on such date of determination (or if no such quote is available on such date, on the immediately preceding Business Day for which such a quote is available).

“U.S. Person” means a U.S. person as defined in Rule 902(k) under the Securities Act.

“VNU” means VNU Group B.V., a private company with limited liability incorporated under the laws of the Netherlands.

“VNU Senior Discount Notes” means the 11 ¹/8% Senior Discount Notes due 2016 issued by VNU on the Issue Date.

“VNUHF” means VNU Holding and Finance B.V.

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“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the board of directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing:

(1) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment; by

(2) the sum of all such payments.

“Wholly-Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Equity Interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person.

Section 1.02 Other Definitions.

Term	Defined in Section
“Acceptable Commitment”	4.10
“Affiliate Transaction”	4.11
“Asset Sale Offer”	4.10
“Authentication Order”	2.02
“Base Currency”	12.17
“Change of Control Offer”	4.14
“Change of Control Payment”	4.14
“Change of Control Payment Date”	4.14
“Covenant Defeasance”	8.03
“Covenant Suspension Event”	4.16
“Dollar Paying Agent	2.03
“DTC”	2.03
“Euro Paying Agent	2.03
“Event of Default”	6.01
“Excess Proceeds”	4.10
“incur”	4.09
“Judgment Currency”	12.17
“Legal Defeasance”	8.02
“Note Register”	2.03
“Offer Amount”	3.09
“Offer Period”	3.09
“Pari Passu Indebtedness”	4.10
“Paying Agent”	2.03
“Prohibition”	10.07
“Purchase Date”	3.09
“Redemption Date”	3.07
“Refinancing Indebtedness”	4.09
“Refunding Capital Stock”	4.07
“Registrar”	2.03

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Term	Defined in Section
“Restricted Payments”	4.07
“Reversion Date”	4.16
“Second Commitment”	4.10
“Successor Company”	5.01
“Successor Person”	5.01
“Suspended Covenant”	4.16
“Suspension Period”	4.16
“Treasury Capital Stock”	4.07

Section 1.03 Incorporation by Reference of Trust Indenture Act.

Whenever this Indenture refers to a provision of the Trust Indenture Act, the provision is incorporated by reference in and made a part of this Indenture.

The following Trust Indenture Act terms used in this Indenture have the following meanings:

“indenture securities” means the Notes;

“indenture security Holder” means a Holder of a Note;

“indenture to be qualified” means this Indenture;

“indenture trustee” or “institutional trustee” means the Trustee; and

“obligor” on the Notes and the Guarantees means the Issuers and the Guarantors, respectively, and any successor obligor upon the Notes and the Guarantees, respectively.

All other terms used in this Indenture that are defined by the Trust Indenture Act, defined by Trust Indenture Act reference to another statute or defined by SEC rule under the Trust Indenture Act have the meanings so assigned to them.

Section 1.04 Rules of Construction.

Unless the context otherwise requires:

(a) a term has the meaning assigned to it;

(b) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(c) “or” is not exclusive;

(d) words in the singular include the plural, and in the plural include the singular;

(e) “will” shall be interpreted to express a command;

(f) provisions apply to successive events and transactions;

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(g) references to sections of, or rules under, the Securities Act shall be deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time to time;

(h) unless the context otherwise requires, any reference to an “Article,” “Section” or “clause” refers to an Article, Section or clause, as the case may be, of this Indenture; and

(i) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not any particular Article, Section, clause or other subdivision.

Section 1.05 Acts of Holders.

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Issuers. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, shall be sufficient for any purpose of this Indenture and (subject to Section 7.01) conclusive in favor of the Trustee and the Issuers, if made in the manner provided in this Section 1.05.

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by or on behalf of any legal entity other than an individual, such certificate or affidavit shall also constitute proof of the authority of the Person executing the same. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that the Trustee deems sufficient.

(c) The ownership of Notes shall be proved by the Note Register.

(d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of any action taken, suffered or omitted by the Trustee or the Issuers in reliance thereon, whether or not notation of such action is made upon such Note.

(e) The Issuers may, in the circumstances permitted by the Trust Indenture Act, set a record date for purposes of determining the identity of Holders entitled to give any request, demand, authorization, direction, notice, consent, waiver or take any other act, or to vote or consent to any action by vote or consent authorized or permitted to be given or taken by Holders. Unless otherwise specified, if not set by the Issuers prior to the first solicitation of a Holder made by any Person in respect of any such action, or in the case of any such vote, prior to such vote, any such record date shall be the later of 30 days prior to the first solicitation of such consent or the date of the most recent list of Holders furnished to the Trustee prior to such solicitation.

(f) Without limiting the foregoing, a Holder entitled to take any action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such

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Note or by one or more duly appointed agents, each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.

(g) Without limiting the generality of the foregoing, a Holder, including DTC and the Common Depositary that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders, and DTC and the Common Depositary that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such depositary’s standing instructions and customary practices.

(h) The Issuers may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by DTC and the Common Depositary entitled under the procedures of such depositary to make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such request, demand, authorization, direction, notice, consent, waiver or other action, whether or not such Holders remain Holders after such record date. No such request, demand, authorization, direction, notice, consent, waiver or other action shall be valid or effective if made, given or taken more than 90 days after such record date.

ARTICLE 2

THE NOTES

Section 2.01 Form and Dating; Terms.

(a) General. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A-1 (in the case of the Dollar Notes) and Exhibit A-2 (in the case of the Euro Notes) hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rules or usage. Each Note shall be dated the date of its authentication. The Dollar Notes shall be in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. The Euro Notes shall be in denominations of €2,000 and integral multiples of €1,000 in excess of €2,000.

(b) Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A-1 (in the case of the Dollar Notes) and Exhibit A-2 (in the case of the Euro Notes) attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A-1 (in the case of the Dollar Notes) and Exhibit A-2 (in the case of the Euro Notes) attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

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(c) Temporary Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian, and registered in the name of the applicable Depositary or the nominee of the applicable Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided. The Restricted Period shall be terminated upon the receipt by the Trustee of:

(i) a written certificate from the applicable Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of each Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a 144A Global Note bearing a Private Placement Legend, all as contemplated by Section 2.06(b) hereof); and

(ii) an Officer’s Certificate from each Issuer.

Following the termination of the Restricted Period, beneficial interests in each Regulation S Temporary Global Note shall be exchanged for beneficial interests in a Regulation S Permanent Global Note of the same series pursuant to the Applicable Procedures. Simultaneously with the authentication of a Regulation S Permanent Global Note, the Trustee shall cancel the corresponding Regulation S Temporary Global Note. The aggregate principal amount of a Regulation S Temporary Global Note and a Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the applicable Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

(d) Terms. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited.

The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuers, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

The Notes shall be subject to repurchase by the Issuers pursuant to an Asset Sale Offer as provided in Section 4.10 hereof or a Change of Control Offer as provided in Section 4.14 hereof. The Notes shall not be redeemable, other than as provided in Article 3.

Additional Notes ranking pari passu with the Initial Notes may be created and issued from time to time by the Issuers without notice to or consent of the Holders and shall be consolidated with and form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes; provided that the Issuers’ ability to issue Additional Notes shall be subject to the Issuers’ compliance with Section 4.09 hereof. Any Additional Notes shall be issued with the benefit of an indenture supplemental to this Indenture.

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(e) Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes that are held by Participants through Euroclear or Clearstream.

Section 2.02 Execution and Authentication.

At least one Officer of Nielsen LLC and one Officer of Nielsen Finance Co. shall execute the Notes on behalf of the Issuers by manual or facsimile signature.

If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid.

A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A-1 or Exhibit A-2 attached hereto, as the case may be, by the manual or facsimile signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture.

On the Issue Date, the Trustee shall, upon receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver (i) the Initial Dollar Notes and (ii) the Initial Euro Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes and Exchange Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes or Exchange Notes issued hereunder.

The Trustee may appoint an authenticating agent acceptable to the Issuers to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Issuers.

Section 2.03 Registrar and Paying Agent.

The Issuers shall maintain (i) an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”), (ii) an office or agency in the Borough of Manhattan, the City of New York, the State of New York where Dollar Notes may be presented for payment (the “Dollar Paying Agent”), and (iii) an office or agency in the Borough of Manhattan, the City of New York, the State of New York and London, England where Euro Notes may be presented for payment (the “Euro Paying Agent). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The Issuers may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar. The Issuers shall maintain a registrar in the Borough of Manhattan, City of New York, the State of New York. For so long as the Euro Notes are listed on the Luxembourg Stock Exchange’s Euro MTF Market and such market’s rules so require, the Issuers shall maintain a co-registrar in Luxembourg where Euro Notes may be presented for registration of transfer or for exchange. The term “Paying Agent” includes the Dollar Paying Agent, the Euro Paying Agent, the Luxembourg Paying Agent and any additional paying agents. The Issuers initially appoint the DBTCA as (i) Registrar and Dollar Paying Agent in connection with the Dollar Notes and (ii) the Custodian with respect to the Dollar Denominated Global Notes. The Issuers initially appoint Deutsche Bank AG, London Branch as Euro Paying Agent and Deutsche Bank Luxembourg, S.A. as Luxembourg Paying Agent and co-registrar. The Issuers may change any Paying Agent or Registrar without prior notice to any Holder. The Issuers shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuers fail to appoint or maintain another entity as Registrar or Paying

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Agent, the Trustee shall act as such. The Covenant Parties or any of their respective Subsidiaries may act as Paying Agent or Registrar. All Agents appointed under this Indenture shall be appointed pursuant to agency agreements among the Issuers, the Trustee and the Agent, as applicable.

The Issuers initially appoint The Depository Trust Company (“DTC”) to act as Dollar Depositary with respect to the Dollar Denominated Global Notes.

The Issuers initially appoint Deutsche Bank AG, London Branch to act as Common Depositary with respect to the Euro Denominated Global Notes.

Section 2.04 Paying Agent to Hold Money in Trust.

The Issuers shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or Additional Interest, if any, or interest on the Notes, and will notify the Trustee of any default by the Issuers in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than a Covenant Party or one of their respective Subsidiaries) shall have no further liability for the money. If a Covenant Party or one of their respective Subsidiaries acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to a Covenant Party, DBTCA shall serve as Paying Agent for the Dollar Notes and DB London shall serve as Paying Agent for the Euro Notes.

Section 2.05 Holder Lists.

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with Trust Indenture Act Section 312(a). If the Trustee is not the Registrar, the Issuers shall furnish to the Trustee at least two Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes and the Issuers shall otherwise comply with Trust Indenture Act Section 312(a).

Section 2.06 Transfer and Exchange.

(a) Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the applicable Depositary or to a successor thereto or a nominee of such successor. A beneficial interest in a Global Note shall be exchangeable for a Definitive Note of the same series if (A) in the case of a Dollar Denominated Global Note, the Dollar Depositary (x) notifies the Issuers that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act, and, in either case, a successor Depositary is not appointed by the Issuers within 120 days, (B) in the case of a Euro Denominated Global Note, (x) Euroclear or Clearstream notifies the Issuers that it is unwilling or unable to continue as clearing agency or (y) the Common Depositary notifies the Issuers that it is unwilling or unable to continue as common depositary for such Euro Denominated Global Note, and, in either case, a successor Depositary is not appointed by the Issuers within 120 days or (C) in the case of any Global Note, there shall have occurred and be continuing an Event of Default with respect to such Global Note. Upon the occurrence of any of the preceding events in (A) or (B) above, Definitive Notes delivered in exchange for any Global Note of the same series or beneficial interests therein will be

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registered in the names, and issued in any approved denominations, requested by or on behalf of the applicable Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note of the same series or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events in (A) or (B) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

(b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Dollar Denominated Global Notes shall be effected through the Dollar Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. The transfer and exchange of beneficial interests in the Euro Denominated Global Notes shall be effected through the Common Depository, in accordance with the provisions of this Indenture and the applicable rules and procedures of Euroclear and Clearstream. Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Beneficial interests in Dollar Denominated Global Notes shall be transferred or exchanged only for beneficial interests in Dollar Denominated Global Notes pursuant to this clause (b). Beneficial interests in Euro Denominated Global Notes shall be transferred or exchanged only for beneficial interests in Euro Denominated Global Notes pursuant to this clause (b). Transfers of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

(i) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in a Regulation S Temporary Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Beneficial interests in any Unrestricted Global Dollar Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Dollar Note. Beneficial interests in any Unrestricted Global Euro Note may be transferred to Persons who take delivery thereof in the form of beneficial interest in an Unrestricted Global Euro Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(i).

(ii) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(i) hereof, the transferor of such beneficial interest must deliver to the Registrar either (A) (1) a written order from a Participant or an Indirect Participant given to the applicable Depositary in accordance with the Applicable Procedures directing such Depositary to credit or cause to be credited a beneficial interest in another Global Note of the same series in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase or (B) (1) a written order from a Participant or an Indirect Participant given to the applicable Depositary in accordance with the Applicable Procedures directing such Depositary to cause to be issued a Definitive Note of the same series in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the applicable Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note

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shall be registered to effect the transfer or exchange referred to in (1) above; provided that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in a Regulation S Temporary Global Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903. Upon consummation of an Exchange Offer by the Issuers in accordance with Section 2.06(f) hereof, the requirements of this Section 2.06(b)(ii) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of such beneficial interests in the Restricted Global Notes. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof.

(iii) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in (x) any Restricted Global Dollar Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Dollar Note and (y) a Restricted Global Euro Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Euro Note if the transfer complies with the requirements of Section 2.06(b)(ii) hereof and the Registrar receives the following:

(A) if the transferee will take delivery in the form of a beneficial interest in a 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; or

(B) if the transferee will take delivery in the form of a beneficial interest in a Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof.

(iv) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. A beneficial interest in (x) any Restricted Global Dollar Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Dollar Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Dollar Note or (y) Restricted Global Euro Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Euro Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Euro Note, in each case if the exchange or transfer complies with the requirements of Section 2.06(b)(ii) hereof and:

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuers;

(B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D) the Registrar receives the following:

(1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note of the same series, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or

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(2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note of the same series, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time when an Unrestricted Global Note has not yet been issued, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above.

Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

(c) Transfer or Exchange of Beneficial Interests for Definitive Notes. Beneficial interests in Dollar Denominated Global Notes shall be exchanged only for Definitive Dollar Notes pursuant to this clause (c). Beneficial interests in Euro Denominated Global Notes shall be exchanged only for Definitive Euro Notes pursuant to this clause (c).

(i) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon the occurrence of any of the events in paragraph (i) or (ii) of Section 2.06(a) hereof and receipt by the Registrar of the following documentation:

(A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

(B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(C) if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof;

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(D) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E) if such beneficial interest is being transferred to a Covenant Party or any of their Restricted Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(F) if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuers shall execute and the Trustee shall authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(i) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

(ii) Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes. Notwithstanding Sections 2.06(c)(i)(A) and (C) hereof, a beneficial interest in a Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) of the Securities Act, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

(iii) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events in subsection (i) or (ii) of Section 2.06(a) hereof and if:

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuers;

(B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D) the Registrar receives the following:

(1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or

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(2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(iv) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon the occurrence of any of the events in subsection (i) or (ii) of Section 2.06(a) hereof and satisfaction of the conditions set forth in Section 2.06(b)(ii) hereof, the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuers shall execute and the Trustee shall authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from or through the Depositary and the Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall not bear the Private Placement Legend.

(d) Transfer and Exchange of Definitive Notes for Beneficial Interests. Restricted Definitive Dollar Notes shall be exchanged only for beneficial interests in Restricted Global Dollar Notes pursuant to this clause (d). Restricted Definitive Euro Notes shall be exchanged only for beneficial interests in Restricted Global Euro Notes pursuant to this clause (d).

(i) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

(A) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

(B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

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(C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof;

(D) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E) if such Restricted Definitive Note is being transferred to a Covenant Party or any of the Restricted Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(F) if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the applicable Restricted Global Note, in the case of clause (B) above, the applicable 144A Global Note, and in the case of clause (C) above, the applicable Regulation S Global Note.

(ii) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if:

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuers;

(B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D) the Registrar receives the following:

(1) if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or

(2) if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

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and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(ii), the Trustee shall cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

(iii) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes.

If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraph (ii)(B), (ii)(D) or (iii) above at a time when an Unrestricted Global Note has not yet been issued, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.

(e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar shall register the transfer or exchange of Definitive Notes. Definitive Dollar Notes shall be exchanged only for Definitive Dollar Notes pursuant to this clause (e). Beneficial interests in Definitive Euro Notes shall be exchanged only for Definitive Euro Notes pursuant to this clause (e). Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e):

(i) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:

(A) if the transfer will be made pursuant to a QIB in accordance with Rule 144A, then the transferor must deliver a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(B) if the transfer will be made pursuant to Rule 903 or Rule 904 then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; or

(C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications required by item (3) thereof, if applicable.

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(ii) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if:

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuers;

(B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C) any such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D) the Registrar receives the following:

(1) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or

(2) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(iii) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

(f) Exchange Offer. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate (i) one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes of the same series tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Broker-Dealers, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Issuers, and accepted for exchange in the Exchange Offer and (ii) Unrestricted Definitive Notes in an aggregate principal

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amount equal to the principal amount of the Restricted Definitive Notes of the same series tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Broker-Dealers, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Issuers, and accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Issuers shall execute and the Trustee shall authenticate and mail to the Persons designated by the Holders of Definitive Notes so accepted Unrestricted Definitive Notes in the applicable principal amount. Any Notes that remain outstanding after the consummation of the Exchange Offer, and Exchange Notes issued in connection with the Exchange Offer, shall be treated as a single class of securities under this Indenture.

(g) Legends. The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture:

(i) Private Placement Legend.

(A) Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUERS OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUERS SO REQUEST), OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.”

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(B) Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraph (b)(iv), (c)(iii), (c)(iv), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend.

(ii) Global Note Legend. (a) Each Dollar Denominated Global Note shall bear a legend in substantially the following form:

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06(h) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE ISSUER OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

(b) Each Euro Denominated Global Note shall bear a legend in substantially the following form:

“THIS GLOBAL NOTE IS HELD BY THE COMMON DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06(h) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR COMMON DEPOSITARY WITH THE PRIOR

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WRITTEN CONSENT OF THE ISSUERS. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE COMMON DEPOSITARY TO A NOMINEE OF THE COMMON DEPOSITARY OR BY A NOMINEE OF THE COMMON DEPOSITARY TO THE COMMON DEPOSITARY OR ANOTHER NOMINEE OF THE COMMON DEPOSITARY OR BY THE COMMON DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR COMMON DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR COMMON DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITORY TO THE ISSUER OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF BT GLOBENET NOMINEES LIMITED OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITORY (AND ANY PAYMENT IS MADE TO BT GLOBENET NOMINEES LIMITED OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, BT GLOBENET NOMINEES LIMITED, HAS AN INTEREST HEREIN.”

(iii) Regulation S Temporary Global Note Legend. The Regulation S Temporary Global Note shall bear a legend in substantially the following form:

“THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).”

(h) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

(i) General Provisions Relating to Transfers and Exchanges.

(i) To permit registrations of transfers and exchanges, the Issuers shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.

(ii) No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.07, 2.10, 3.06, 3.09, 4.10, 4.14 and 9.05 hereof).

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(iii) Neither the Registrar nor the Issuers shall be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

(v) The Issuers shall not be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (C) to register the transfer of or to exchange a Note between a Record Date and the next succeeding Interest Payment Date.

(vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of (and premium, if any) and interest (including Additional Interest, if any) on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers shall be affected by notice to the contrary.

(vii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuers designated pursuant to Section 4.02 hereof, the Issuers shall execute, and the Trustee shall authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount.

(viii) At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Issuers shall execute, and the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Section 2.02 hereof.

(ix) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

Section 2.07 Replacement Notes.

If any mutilated Note is surrendered to the Trustee, the Registrar or the Issuers and the Trustee receives evidence to its satisfaction of the ownership and destruction, loss or theft of any Note, the Issuers shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Issuers, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuers to protect the Issuers, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Issuers may charge for its expenses in replacing a Note.

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Every replacement Note is a contractual obligation of the Issuers and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

Section 2.08 Outstanding Notes.

The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Issuers or an Affiliate of the Issuers holds the Note.

If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser.

If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

If the Paying Agent (other than a Covenant Party, a Subsidiary of a Covenant Party or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

Section 2.09 Treasury Notes.

In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuers, or by any Affiliate of the Issuers, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to deliver any such direction, waiver or consent with respect to the Notes and that the pledgee is not an Issuer or any obligor upon the Notes or any Affiliate of an Issuer or of such other obligor.

Section 2.10 Temporary Notes.

Until certificates representing Notes are ready for delivery, the Issuers may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of certificated Notes but may have variations that the Issuers consider appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Issuers shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes.

Holders and beneficial holders, as the case may be, of temporary Notes shall be entitled to all of the benefits accorded to Holders, or beneficial holders, respectively, of Notes under this Indenture.

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Section 2.11 Cancellation.

The Issuers at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee or, at the direction of the Trustee, the Registrar or the Paying Agent and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall destroy cancelled Notes (subject to the record retention requirement of the Exchange Act). Certification of the destruction of all cancelled Notes shall be delivered to the Issuers. The Issuers may not issue new Notes to replace Notes that they have paid or that have been delivered to the Trustee for cancellation.

Section 2.12 Defaulted Interest.

If the Issuers default in a payment of interest on a series of Notes, they shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest to the Persons who are Holders of Notes of such series on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Issuers shall notify the Trustee (and the applicable Paying Agent) in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment, and at the same time the Issuers shall deposit with DBTCA or DB London, as applicable, an amount of money equal to the aggregate amount proposed to be paid in respect of such defaulted interest or shall make arrangements satisfactory to DBTCA or DB London, as applicable, for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such defaulted interest as provided in this Section 2.12. DBTCA or DB London, as applicable, shall fix or cause to be fixed each such special record date and payment date; provided that no such special record date shall be less than 10 days prior to the related payment date for such defaulted interest. DBTCA or DB London, as applicable, shall promptly notify the Issuers of such special record date. At least 15 days before the special record date, the Issuers (or, upon the written request of the Issuers, DBTCA or DB London, as applicable, in the name and at the expense of the Issuers) shall mail or cause to be mailed, first-class postage prepaid, to each Holder a notice at his or her address as it appears in the Note Register that states the special record date, the related payment date and the amount of such interest to be paid.

Subject to the foregoing provisions of this Section 2.12 and for greater certainty, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note.

Section 2.13 CUSIP/Common Code Numbers.

The Issuers in issuing the Notes may use CUSIP or Common Code numbers, as applicable, (if then generally in use) and, if so, the Trustee shall use CUSIP or Common Code numbers, as applicable, in notices of redemption as a convenience to Holders; provided, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuers will as promptly as practicable notify the Trustee of any change in the CUSIP or Common Code numbers, as applicable.

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Section 2.14 Calculation of Principal Amount of Securities.

The aggregate principal amount of the Notes, at any date of determination, shall be the sum of (1) the principal amount of the Dollar Notes at such date of determination plus (2) the U.S. Dollar Equivalent, at such date of determination, of the principal amount of the Euro Notes at such date of determination. With respect to any matter requiring consent, waiver, approval or other action of the Holders of a specified percentage of the principal amount of all the Notes (and not solely the Dollar Notes or the Euro Notes as provided for in the proviso to the first sentence of Section 9.02), such percentage shall be calculated, on the relevant date of determination, by dividing (a) the principal amount, as of such date of determination, of Notes, the Holders of which have so consented by (b) the aggregate principal amount, as of such date of determination, of the Notes then outstanding, in each case, as determined in accordance with the preceding sentence, Section 2.08 and Section 2.09 of this Indenture. Any such calculation made pursuant to this Section 2.14 shall be made by the Issuers and delivered to the Trustee pursuant to an Officers’ Certificate.

ARTICLE 3

REDEMPTION

Section 3.01 Notices to Trustee.

If the Issuers elect to redeem Dollar Notes or Euro Notes pursuant to Section 3.07 hereof, they shall furnish to DBTCA or DB London, as applicable, at least 5 Business Days before notice of redemption is required to be mailed or caused to be mailed to the applicable Holders pursuant to Section 3.03 hereof but not more than 60 days before a redemption date, an Officer’s Certificate setting forth (i) the paragraph or subparagraph of such Note and/or Section of this Indenture pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of the Dollar Notes or Euro Notes, as the case may be, to be redeemed and (iv) the redemption price.

Section 3.02 Selection of Notes to Be Redeemed or Purchased.

If less than all of the Dollar Notes or Euro Notes, as the case may be, are to be redeemed or purchased in an offer to purchase at any time, DBTCA or DB London, as applicable, shall select the Notes to be redeemed or purchased (a) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed or (b) on a pro rata basis or, to the extent that selection on a pro rata basis is not practicable, by lot or by such other method DBTCA or DB London, as applicable, considers fair and appropriate. In the event of partial redemption or purchase by lot, the particular Notes to be redeemed or purchased shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption date by DBTCA or DB London, as applicable, from the outstanding Notes not previously called for redemption or purchase.

DBTCA or DB London, as applicable, shall promptly notify the Issuers in writing of the Notes selected for redemption or purchase and, in the case of any Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Notes and portions of Notes selected shall be in amounts of $2,000 or whole multiples of $1,000, in the case of Dollar Notes, or €2,000 or whole multiples of €1,000, in the case of Euro Notes; no Dollar Notes of $2,000 or Euro Notes of €2,000, as applicable, or less can be redeemed in part, except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000 or €1,000, as applicable, shall be redeemed or purchased. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase.

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Section 3.03 Notice of Redemption.

Subject to Section 3.09 hereof, the Issuers shall mail or cause to be mailed by first-class mail, postage prepaid, notices of redemption at least 30 days but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at such Holder’s registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with Article 8 or Article 11 hereof. Except as set forth in Section 3.07(b) hereof, notices of redemption may not be conditional.

The notice shall identify the Dollar Notes or Euro Notes to be redeemed and shall state:

(a) the redemption date;

(b) the redemption price;

(c) if any Note is to be redeemed in part only, the portion of the principal amount of that Note that is to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion of the original Note representing the same indebtedness to the extent not redeemed will be issued in the name of the Holder of the Notes upon cancellation of the original Note;

(d) the name and address of the Paying Agent;

(e) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(f) that, unless the Issuers default in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date;

(g) the paragraph or subparagraph of the Dollar Notes and/or Euro Notes, as the case may be, and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed;

(h) that no representation is made as to the correctness or accuracy of the CUSIP or Common Code number, as applicable, if any, listed in such notice or printed on the Notes; and

(i) if in connection with a redemption pursuant to Section 3.07(b) hereof, any condition to such redemption.

At the Issuers’ request, DBTCA or DB London, as applicable, shall give the notice of redemption in the Issuers’ names and at their expense; provided that the Issuers shall have delivered to DBTCA or DB London, as applicable, at least 5 Business Days before notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to this Section 3.03 (unless a shorter notice shall be agreed to by DBTCA or DB London, as applicable), an Officer’s Certificate requesting that DBTCA or DB London, as applicable, give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

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Section 3.04 Effect of Notice of Redemption.

Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price (except as provided for in Section 3.07(b) hereof). The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Note designated for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Subject to Section 3.05 hereof, on and after the redemption date, interest ceases to accrue on Notes or portions of Notes called for redemption.

Section 3.05 Deposit of Redemption or Purchase Price.

(a) With respect to any Dollar Notes, prior to 10:00 a.m. (New York City time) on the redemption or purchase date, the Issuers shall deposit with the Dollar Paying Agent money sufficient to pay the redemption or purchase price of and accrued and unpaid interest (including Additional Interest, if any) on all Dollar Notes to be redeemed or purchased on that date. The Dollar Paying Agent shall promptly return to the Issuers any money deposited with the Dollar Paying Agent by the Issuers in excess of the amounts necessary to pay the redemption price of, and accrued and unpaid interest on, all Dollar Notes to be redeemed or purchased.

(b) With respect to the Euro Notes, prior to 10:00 a.m. (London time) on the redemption or purchase date, the Issuers shall deposit with the Euro Paying Agent money sufficient to pay the redemption or purchase price of and accrued and unpaid interest (including Additional Interest, if any) on all Euro Notes to be redeemed or purchased on that date. The Euro Paying Agent shall promptly return to the Issuers any money deposited with the Euro Paying Agent by the Issuers in excess of the amounts necessary to pay the redemption price of, and accrued and unpaid interest on, all Euro Notes to be redeemed or purchased.

If the Issuers comply with the provisions of the preceding paragraphs (a) or (b) as applicable, on and after the redemption or purchase date, interest shall cease to accrue on the Dollar Notes or Euro Notes, as applicable, or the portions of Dollar Notes or Euro Notes, as applicable, called for redemption or purchase. If a Note is redeemed or purchased on or after a Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest to the redemption or purchase date shall be paid to the Person in whose name such Note was registered at the close of business on such Record Date. If any Note called for redemption or purchase shall not be so paid upon surrender for redemption or purchase because of the failure of the Issuers to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest accrued to the redemption or purchase date not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.

Section 3.06 Notes Redeemed or Purchased in Part.

Upon surrender of a Note that is redeemed or purchased in part, the Issuers shall issue and the Trustee shall authenticate for the Holder at the expense of the Issuers a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that (i) each new Dollar Note will be in a principal amount of $2,000 or an integral multiple of $1,000, and (ii) each new Euro Note will be in a principal amount of €2,000 or an integral multiple of €1,000. It is understood that, notwithstanding anything in this Indenture to the contrary, only an Authentication Order and not an Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate such new Note.

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Section 3.07 Optional Redemption.

(a) At any time prior to August 1, 2010, the Issuers may redeem all or a part of the Dollar Notes and/or Euro Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to the registered address of each Holder at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of the date of redemption (the “Redemption Date”) and, without duplication, accrued and unpaid interest and Additional Interest, if any, to the Redemption Date, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date.

(b) Until August 1, 2009, the Issuers may, at their option, redeem up to 35% of the aggregate principal amount of Dollar Notes and/or Euro Notes at a redemption price equal to 110.0% of the aggregate principal amount thereof in the case of the Dollar Notes and 109.00% of the aggregate principal amount thereof in the case of the Euro Notes, in each case plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, with the net cash proceeds of (a) one or more Equity Offerings and/or (b) one or more sales of a business unit of VNU, in each case to the extent such net cash proceeds are received by or contributed to a Covenant Party or a Restricted Subsidiary of a Covenant Party; provided that at least 50% of (i) the sum of the aggregate principal amount of Dollar Notes originally issued under this Indenture and any Additional Dollar Notes issued under this Indenture after the Issue Date and (ii) the sum of the aggregate principal amount of Euro Notes originally issued under this Indenture and any Additional Euro Notes issued under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 90 days of the date of closing of each such Equity Offering or sale. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering.

(c) Except pursuant to clause (a) or (b) of this Section 3.07, the Dollar Notes and Euro Notes will not be redeemable at the Issuers’ option prior to August 1, 2010.

(d) On and after August 1, 2010, the Issuers may redeem the Dollar Notes and/or Euro Notes, in whole or in part, upon notice in accordance with Section 3.03, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on August 1 of each of the years indicated below:

Year	Dollar Notes Percentage		Euro Notes Percentage
2010	105.000	%	104.500	%
2011	102.500	%	102.250	%
2012 and thereafter	100.000	%	100.000	%

(e) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

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Section 3.08 Mandatory Redemption.

The Issuers shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

Section 3.09 Offers to Repurchase by Application of Excess Proceeds.

(a) In the event that, pursuant to Section 4.10 hereof, the Issuers shall be required to commence an Asset Sale Offer, they shall follow the procedures specified below.

(b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuers shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, Pari Passu Indebtedness (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and Pari Passu Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made.

(c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest and Additional Interest, if any, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer.

(d) Upon the commencement of an Asset Sale Offer, the Issuers shall send, by first-class mail, a notice to each of the Holders, with a copy to the Trustee and Agents. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

(i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open;

(ii) the Offer Amount, the purchase price and the Purchase Date;

(iii) that any Note not tendered or accepted for payment shall continue to accrue interest;

(iv) that, unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date;

(v) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000 in the case of Dollar Notes and in denominations of €2,000 and integral multiples of €1,000 in excess of €2,000 in the case of Euro Notes only;

(vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the Issuers, the Dollar Depositary or Common Depositary, as the case may be, if appointed by the Issuers, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date;

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(vii) that Holders shall be entitled to withdraw their election if the Issuers, the Depositary or the Paying Agent, as the case may be, receive, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased;

(viii) that, if the aggregate principal amount of Notes and Pari Passu Indebtedness surrendered by the holders thereof exceeds the Offer Amount, DBTCA or DB London, as applicable, shall select the Notes and such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered (with such adjustments as may be deemed appropriate by DBTCA or DB London, as applicable, so that only Dollar Notes in denominations of $2,000, or integral multiples of $1,000 in excess of $2,000 or Euro Notes in denominations of €2,000, or integral multiples of €1,000 in excess of €2,000, shall be purchased); and

(ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased.

(e) On or before the Purchase Date, the Issuers shall, to the extent lawful, (1) accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered and (2) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof so tendered.

(f) The Issuers, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuers for purchase, and the Issuers shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the extent not repurchased; provided, that (i) each such new Dollar Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000 and (ii) each new Euro Note shall be in a principal amount of €2,000 or an integral multiple of €1,000 in excess of €2,000. Any Note not so accepted shall be promptly mailed or delivered by the Issuers to the Holder thereof. The Issuers shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date.

Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof.

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ARTICLE 4

COVENANTS

Section 4.01 Payment of Notes.

The Issuers shall pay or cause to be paid the principal of, premium, if any, Additional Interest, if any, and interest on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, Additional Interest, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Issuers or a Subsidiary, holds as of 10:00 A.M. Eastern Time with respect to the Dollar Notes, and 10:00 A.M. London Time with respect to the Euro Notes, on the due date money deposited by the Issuers in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due.

The Issuers shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement.

The Issuers shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to the then applicable interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest (without regard to any applicable grace period) at the same rate to the extent lawful.

Section 4.02 Maintenance of Office or Agency.

The Issuers shall maintain the office or agency required under Section 2.03 where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuers in respect of the Notes and this Indenture may be served. The Issuers shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuers shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

The Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided that no such designation or rescission shall in any manner relieve the Issuers of their obligation to maintain an office or agency required under Section 2.03. The Issuers shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

The Issuers hereby designate the Corporate Trust Office of the Trustee as one such office or agency of the Issuers in accordance with Section 2.03 hereof.

Section 4.03 Reports and Other Information.

(a) Notwithstanding that the Covenant Parties may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, VNUHF shall file with the SEC (and make available to the Trustee and Holders of the Notes (without exhibits), without cost to any Holder, within 15 days after the VNUHF files them with the SEC) from and after the Issue Date,

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(1) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;

(2) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form;

(3) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and

(4) any other information, documents and other reports that the Issuers would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act;

in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that VNUHF shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event VNUHF shall make available such information to prospective purchasers of Notes, in addition to providing such information to the Trustee and the Holders of the Notes, in each case within 15 days after the time the Issuers would be required to file such information with the SEC, if they were subject to Sections 13 or 15(d) of the Exchange Act; provided, further, that, with respect to (i) the quarter ended June 30, 2006 and (ii) the quarter with respect to which the Issuers notify the Trustee in writing that VNU intends to switch the currency in which its financial statements are reported, VNUHF shall not be required to make available such information to prospective purchasers of Notes or provide such information to the Trustee and the Holders until 90 days after the end of such quarter. In addition, to the extent not satisfied by the foregoing, the Covenant Parties shall furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Notwithstanding the foregoing, the Covenant Parties shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the exchange offer registration statement or shelf registration statement.

(b) If any direct or indirect parent company of VNUHF is a guarantor of the Notes, the Covenant Parties may satisfy their obligations under this Section 4.03 with respect to financial information relating to the Covenant Parties by furnishing financial information relating to such parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Covenant Parties and the Restricted Subsidiaries on a standalone basis, on the other hand.

(c) Notwithstanding the foregoing, the requirements of this Section 4.03 shall be deemed satisfied prior to the commencement of the Exchange Offer or the effectiveness of the Shelf Registration Statement by the filing with the SEC of the Exchange Offer Registration Statement or Shelf Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act.

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Section 4.04 Compliance Certificate.

(a) The Issuers and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) shall deliver to the Trustee, within 90 days after the end of each fiscal year ending after the Issue Date, a certificate from the principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of the Issuers and the Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officer with a view to determining whether the Issuers have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to such Officer signing such certificate, that to the best of his or her knowledge the Issuers have kept, observed, performed and fulfilled each and every condition and covenant contained in this Indenture and are not in default in the performance or observance of any of the terms, provisions, covenants and conditions of this Indenture (or, if a Default shall have occurred, describing all such Defaults of which he or she may have knowledge and what action the Issuers are taking or propose to take with respect thereto).

(b) When any Default has occurred and is continuing under this Indenture, or if the Trustee or the holder of any other evidence of Indebtedness of the Issuers or any Restricted Subsidiary gives any notice or takes any other action with respect to a claimed Default, the Issuers shall promptly (which shall be no more than five (5) Business Days) deliver to the Trustee by registered or certified mail or by facsimile transmission an Officer’s Certificate specifying such event and what action the Issuers propose to take with respect thereto.

Section 4.05 Taxes.

The Issuers shall pay, and shall cause each of the Restricted Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate negotiations or proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes.

Section 4.06 Stay, Extension and Usury Laws.

The Issuers and each of the Guarantors covenant (to the extent that they may lawfully do so) that they shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuers and each of the Guarantors (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and covenant that they shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted.

Section 4.07 Limitation on Restricted Payments.

(a) The Covenant Parties will not, and will not permit any Restricted Subsidiary to, directly or indirectly:

(I) declare or pay any dividend or make any payment or distribution on account of any Covenant Parties’ or any Restricted Subsidiaries’ Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation other than:

(A) dividends or distributions payable solely in Equity Interests (other than Disqualified Stock) of a Covenant Party or a Restricted Subsidiary; or

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(B) dividends or distributions by a Covenant Party (other than VNUHF) or a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Covenant Party (other than VNUHF) or such Restricted Subsidiary, a Covenant Party or another Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities;

(II) purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of VNUHF or any direct or indirect parent of VNUHF, including in connection with any merger or consolidation;

(III) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value in each case, prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness, or make any interest or principal payment on, or redeem, repurchase or otherwise acquire or retire for value the Parent Intercompany Debt, other than:

(A) Indebtedness permitted under clause (7) of Section 4.09(b); or

(B) the purchase, repurchase or other acquisition of Subordinated Indebtedness of the Covenant Parties and their Restricted Subsidiaries purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition; or

(IV) make any Restricted Investment

(all such payments and other actions set forth in clauses (I) through (IV) above being collectively referred to as “Restricted Payments”), unless, at the time of such Restricted Payment:

(1) no Default shall have occurred and be continuing or would occur as a consequence thereof;

(2) immediately after giving effect to such transaction on a pro forma basis, the Issuers could incur $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in Section 4.09(a) hereof; and

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Covenant Parties and the Restricted Subsidiaries after the Issue Date (including Restricted Payments permitted by clauses (1), (2) (with respect to the payment of dividends on Refunding Capital Stock (as defined below) pursuant to clause (b) thereof only), (6)(c), (9) and (14) of Section 4.07(b) hereof, but excluding all other Restricted Payments permitted by Section 4.07(b) hereof, is less than the sum of (without duplication):

(a) the EBITDA of the Covenant Parties and the Restricted Subsidiaries on a consolidated basis for the period beginning July 1, 2006, to the end of the Issuers’ most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, less the product of 1.4 times the Consolidated Interest Expense of the Covenant Parties and the Restricted Subsidiaries for the same period; plus

(b) 100% of the aggregate net cash proceeds and the fair market value, as determined in good faith by the Issuers, of marketable securities or other property received

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by a Covenant Party or a Restricted Subsidiary since immediately after the Issue Date (other than net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness, Disqualified Stock or Preferred Stock pursuant to clause (11)(a) of Section 4.09(b) hereof from the issue or sale of:

(i)(A) Equity Interests of VNUHF, or a direct or indirect parent company of VNUHF, including Treasury Capital Stock (as defined below), but excluding cash proceeds and the fair market value, as determined in good faith by the Issuers, of marketable securities or other property received from the sale of:

(x) Equity Interests to members of management, directors or consultants of VNU, the Covenant Parties, Restricted Subsidiaries and any direct or indirect parent company of VNUHF, after the Issue Date to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of Section 4.07(b) hereof; and

(y) Designated Preferred Stock; and

(B) to the extent such net cash proceeds are actually contributed to a Covenant Party or any Restricted Subsidiary, Equity Interests of VNUHF’s direct or indirect parent companies (excluding contributions of the proceeds from the sale of Designated Preferred Stock of such companies or contributions to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of Section 4.07(b) hereof); or

(ii) debt securities of a Covenant Party or any Restricted Subsidiary that have been converted into or exchanged for such Equity Interests of VNUHF, or a direct or indirect parent company of VNUHF;

provided, however, that this clause (b) shall not include the proceeds from (W) Refunding Capital Stock (as defined below), (X) Equity Interests or convertible debt securities sold to a Covenant Party or Restricted Subsidiary, as the case may be, (Y) Disqualified Stock or debt securities that have been converted into Disqualified Stock or (Z) Excluded Contributions; plus

(c) 100% of the aggregate amount of cash and the fair market value, as determined in good faith by the Issuers, of marketable securities or other property contributed to the capital of a Covenant Party following the Issue Date (other than net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness, Disqualified Stock or Preferred Stock pursuant to clause (11)(a) of Section 4.09(b) hereof) (other than by another Covenant Party or a Restricted Subsidiary and other than any Excluded Contributions); plus

(d) 100% of the aggregate amount received in cash and the fair market value, as determined in good faith by the Issuers, of marketable securities or other property received by a Covenant Party or a Restricted Subsidiary means of:

(i) the sale or other disposition (other than to a Covenant Party or a Restricted Subsidiary) of Restricted Investments made by the Covenant Parties or the Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Covenant Parties or the Restricted Subsidiaries and repayments

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of loans or advances, and releases of guarantees, which constitute Restricted Investments by the Covenant Parties or the Restricted Subsidiaries, in each case after the Issue Date; or

(ii) the sale (other than to a Covenant Party or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary (other than to the extent the Investment in such Unrestricted Subsidiary was made by a Covenant Party or a Restricted Subsidiary pursuant to clause (7) of Section 4.07(b) hereof or to the extent such Investment constituted a Permitted Investment) or a dividend or distribution from an Unrestricted Subsidiary after the Issue Date; plus

(e) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary after the Issue Date, the fair market value of the Investment in such Unrestricted Subsidiary, as determined by the Issuers in good faith or if such fair market value may exceed $150.0 million, in writing by an Independent Financial Advisor, at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary other than an Unrestricted Subsidiary, to the extent the Investment in such Unrestricted Subsidiary was made by a Covenant Party or a Restricted Subsidiary pursuant to clause (7) of Section 4.07(b) hereof or to the extent such Investment constituted a Permitted Investment.

(b) The foregoing provisions of Section 4.07(a) will not prohibit:

(1) the payment of any dividend within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Indenture;

(2)(a) the redemption, repurchase, retirement or other acquisition of any (i) Equity Interests (“Treasury Capital Stock”) or Subordinated Indebtedness of the Issuers or any Guarantor or the Parent Intercompany Debt or (ii) Equity Interests of any direct or indirect parent company of VNUHF, in the case of each of clause (i) and (ii), in exchange for, or out of the proceeds of the substantially concurrent sale (other than to a Covenant Party or a Restricted Subsidiary) of, Equity Interests of VNUHF, or any direct or indirect parent company of VNUHF to the extent contributed to a Covenant Party or any Restricted Subsidiary (in each case, other than any Disqualified Stock) (“Refunding Capital Stock”), (b) the declaration and payment of dividends on the Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to a Covenant Party or a Restricted Subsidiary) of the Refunding Capital Stock, and (c) if immediately prior to the retirement of Treasury Capital Stock, the declaration and payment of dividends thereon was permitted under clause (6) of this Section 4.07(b) and not made pursuant to clause (2)(b), the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, retire or otherwise acquire any Equity Interests of any direct or indirect parent company of VNUHF) in an aggregate amount per year no greater than the aggregate amount of dividends per annum that were declarable and payable on such Treasury Capital Stock immediately prior to such retirement;

(3) the redemption, repurchase or other acquisition or retirement of Subordinated Indebtedness of an Issuer or a Restricted Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of an Issuer or a Restricted Guarantor, as the case may be, which is incurred in compliance with Section 4.09 hereof so long as:

(a) the principal amount (or accreted value, if applicable) of such new Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest on, the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired for value, plus the amount of any premium required to be paid under the terms of the instrument governing the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired and any fees and expenses incurred in connection with the issuance of such new Indebtedness;

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(b) such new Indebtedness is subordinated to the Notes or the applicable Guarantee at least to the same extent as such Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased, acquired or retired for value;

(c) such new Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired; and

(d) such new Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired;

(4) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests (other than Disqualified Stock) of VNUHF or any of its direct or indirect parent companies held by any future, present or former employee, director or consultant of a Covenant Party, any of their respective Subsidiaries or any of their respective direct or indirect parent companies pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement; provided, however, that the aggregate Restricted Payments made under this clause (4) do not exceed in any calendar year $25.0 million (which shall increase to $50.0 million subsequent to the consummation of an underwritten public Equity Offering of common stock) (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (without giving effect to the following proviso) of $50.0 million in any calendar year (which shall increase to $100.0 million subsequent to the consummation of an underwritten public Equity Offering of common stock)); provided further that such amount in any calendar year may be increased by an amount not to exceed:

(a) the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the VNUHF and, to the extent contributed to a Covenant Party, Equity Interests of any of the direct or indirect parent companies of VNUHF, in each case to members of management, directors or consultants of the Covenant Parties, any of their respective Subsidiaries or any of their respective direct or indirect parent companies that occurs after the Issue Date, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of clause (3) of Section 4.07(a) hereof; plus

(b) the cash proceeds of key man life insurance policies received by the Covenant Parties or any of the Restricted Subsidiaries after the Issue Date; plus

(c) the amount of any cash bonuses otherwise payable to members of management, directors or consultants of a Covenant Party, any of its Subsidiaries or any of its direct or indirect parent companies in connection with the Transactions that are foregone in return for the receipt of Equity Interests; less

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(d) the amount of any Restricted Payments previously made with the cash proceeds described in clauses (a) and (b) of this clause (4);

and provided further that cancellation of Indebtedness owing to any Covenant Party or any Restricted Subsidiary from members of management of VNU, any of its Subsidiaries or its direct or indirect parent companies in connection with a repurchase of Equity Interests of VNU or any of VNU’s direct or indirect parent companies will not be deemed to constitute a Restricted Payment for purposes of this Section 4.07 or any other provision of this Indenture;

(5) the declaration and payment of dividends to holders of any class or series of Disqualified Stock of any of the Covenant Parties or any of the Restricted Subsidiaries issued in accordance with Section 4.09 hereof;

(6)(a) the declaration and payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued by any of the Covenant Parties or any of the Restricted Subsidiaries after the Issue Date, provided that the amount of dividends paid pursuant to this clause (a) shall not exceed the aggregate amount of cash actually received by a Covenant Party or a Restricted Subsidiary from the issuance of such Designated Preferred Stock;

(b) a Restricted Payment to a direct or indirect parent company of a Covenant Party or any of the Restricted Subsidiaries, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of such parent corporation issued after the Issue Date, provided that the amount of Restricted Payments paid pursuant to this clause (b) shall not exceed the aggregate amount of cash actually contributed to a Covenant Party or a Restricted Subsidiary from the sale of such Designated Preferred Stock; or

(c) the declaration and payment of dividends on Refunding Capital Stock that is Preferred Stock in excess of the dividends declarable and payable thereon pursuant to clause (2) of this Section 4.07(b);

provided, however, in the case of each of (a), (b) and (c) of this clause (6), that for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock or the declaration of such dividends on Refunding Capital Stock that is Preferred Stock, after giving effect to such issuance or declaration on a pro forma basis, the Consolidated Leverage Ratio shall be no greater than 6.75 to 1.00;

(7) Investments in Unrestricted Subsidiaries having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (7) that are at the time outstanding, without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities, not to exceed 1.25% of Total Assets, in each case, at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(8) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

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(9) the declaration and payment of dividends on a Covenant Party’s common stock (or a Restricted Payment to any direct or indirect parent entity to fund a payment of dividends on such entity’s common stock), following the first public Equity Offering of common stock after the Issue Date, of up to 6% per annum of the net cash proceeds received by or contributed to a Covenant Party in or from any such public Equity Offering;

(10) Restricted Payments that are made with Excluded Contributions;

(11) other Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (11) not to exceed 2.00% of Total Assets at the time made;

(12) distributions or payments of Receivables Fees;

(13) any Restricted Payment used to fund the Transactions and the fees and expenses related thereto or owed to Affiliates, in each case to the extent permitted by Section 4.11 hereof;

(14) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness (a) pursuant to the provisions similar to those described under Section 4.10 and Section 4.14 hereof; provided that all Notes tendered by Holders in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value or (b) with the proceeds of Asset Sales in an amount not to exceed the Asset Sale Prepayment Amount;

(15) the declaration and payment of dividends by a Covenant Party or a Restricted Subsidiary to, or the making of loans to, any of their respective direct or indirect parents, or the making of any payment of interest or principal on, or redemption, repurchase, defeasance or other acquisition or retirement for value of, the Parent Intercompany Debt in amounts required for any direct or indirect parent companies to pay, in each case without duplication,

(a) franchise taxes and other fees, taxes and expenses required to maintain their corporate existence;

(b) federal, foreign, state and local income taxes provided that, in each fiscal year, the amount of such payments shall be equal to the amount that the Covenant Parties and the Restricted Subsidiaries would be required to pay in respect of federal, foreign, state and local income taxes if such entities were corporations paying taxes separately from any parent entity at the highest combined applicable federal, foreign, state and local tax rate for such fiscal year;

(c) customary salary, bonus and other benefits payable to officers and employees of any direct or indirect parent company of the Covenant Parties and the Restricted Subsidiaries to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Covenant Parties and the Restricted Subsidiaries;

(d) general corporate operating and overhead costs and expenses of any direct or indirect parent company of the Covenant Parties and the Restricted Subsidiaries to the extent such costs and expenses are attributable to the ownership or operation of the Covenant Parties and the Restricted Subsidiaries;

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(e) fees and expenses incurred in connection with the Transactions or owed to Affiliates, in each case to the extent permitted by Section 4.11 hereof;

(f) interest payable on Holdings Debt;

(g) amounts payable to Valcon Acquisition, B.V. by VNU pursuant to the Sponsor Management Agreements; and

(h) fees and expenses other than to Affiliates of the Issuers related to any unsuccessful equity or debt offering of such parent entity;

(16) the distribution, by dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to a Covenant Party or a Restricted Subsidiary by Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are cash and/or Cash Equivalents);

(17) any Restricted Payment used to fund the redemption of VNU’s 7% preferred shares as in effect on the Issue Date;

(18) any Restricted Payment of the proceeds of Indebtedness incurred to refinance the Sterling Notes or the VNU Senior Discount Notes and to pay accrued and unpaid interest, premium, fees and expenses related thereto;

(19) the forgiveness, cancellation, termination or disposition of the Transactions Intercompany Obligations; and

(20) payments or distributions to dissenting stockholders pursuant to applicable law, pursuant to or in connection with a consolidation, merger or transfer of all or substantially all of the assets of the Covenant Parties and the Restricted Subsidiaries, taken as a whole, that complies with Section 5.01 hereof; provided that as a result of such consolidation, merger or transfer of assets, the Issuers shall have made a Change of Control Offer and that all Notes tendered by Holders in connection with such Change of Control Offer have been repurchased, redeemed or acquired for value;

provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (11), (16) and (18) of this Section 4.07(b), no Default shall have occurred and be continuing or would occur as a consequence thereof.

(c) As of the Issue Date, all of the Subsidiaries of the Covenant Parties will be Restricted Subsidiaries, except for NetRatings, Inc. and BuzzMedia, Inc., each of which will initially be designated an Unrestricted Subsidiary. The Issuers shall not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the last sentence of the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Covenant Parties and the Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated shall be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the definition of “Investment.” Such designation shall be permitted only if a Restricted Payment in such amount would be permitted at such time, whether pursuant to Section 4.07(a) hereof or under clause (7), (10), (11) or (16) of Section 4.07(b) hereof, or pursuant to the definition of “Permitted Investments,” and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries will not be subject to any of the restrictive covenants set forth in this Indenture.

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Section 4.08 Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.

(a) The Covenant Parties shall not, and shall not permit any of the Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to:

(1)(A) pay dividends or make any other distributions to the Covenant Parties or any of the Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or

(B) pay any Indebtedness owed to the Covenant Parties or any of the Restricted Subsidiaries;

(2) make loans or advances to the Covenant Parties or any of the Restricted Subsidiaries; or

(3) sell, lease or transfer any of its properties or assets to the Covenant Parties or any of the Restricted Subsidiaries,

(b) The restrictions in Section 4.08(a) hereof shall not apply to encumbrances or restrictions existing under or by reason of:

(1) contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the Senior Credit Facilities and the related documentation and the Senior Subordinated Discount Notes and the related indenture;

(2) this Indenture and the Notes;

(3) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature discussed in clause (3) of Section 4.08(a) hereof on the property so acquired;

(4) applicable law or any applicable rule, regulation or order;

(5) any agreement or other instrument of a Person acquired by any of the Covenant Parties or any of the Restricted Subsidiaries in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired;

(6) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of (i) a Covenant Party or (ii) a Restricted Subsidiary, pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary that impose restrictions on the assets to be sold;

(7) Secured Indebtedness otherwise permitted to be incurred pursuant to Section 4.09 hereof and Section 4.12 hereof that limit the right of the debtor to dispose of the assets securing such Indebtedness;

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(8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(9) other Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted to be incurred subsequent to the Issue Date pursuant to the provisions of the covenant described under Section 4.09 hereof;

(10) customary provisions in joint venture agreements and other similar agreements relating solely to such joint venture;

(11) customary provisions contained in leases or licenses of intellectual property and other agreements, in each case, entered into in the ordinary course of business;

(12) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) of Section 4.08(a) hereof imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (11) of this Section 4.08(b); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, no more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and

(13) restrictions created in connection with any Receivables Facility that, in the good faith determination of the Issuers are necessary or advisable to effect such Receivables Facility.

Section 4.09 Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.

(a) The Covenant Parties shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently, or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the Issuers and the Restricted Guarantors shall not issue any shares of Disqualified Stock and shall not permit any Restricted Subsidiary that is not a Guarantor to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Issuers and the Restricted Guarantors may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary that is not a Guarantor may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if the Consolidated Leverage Ratio at the time such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been no greater than 6.75 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of the most recently ended four fiscal quarters for which internal financial statements are available.

(b) The provisions of Section 4.09(a) hereof shall not apply to:

(1) the incurrence of Indebtedness under Credit Facilities by the Covenant Parties or any of the Restricted Subsidiaries and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof), up to an aggregate principal amount of $6,000 million outstanding at any one time;

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(2) the incurrence by the Issuers and any Restricted Guarantor of Indebtedness represented by (a) the Notes (including any Guarantee) (other than any Additional Notes) and (b) the Senior Subordinated Discount Notes (including any guarantee thereof);

(3) Indebtedness of the Covenant Parties and the Restricted Subsidiaries in existence on the Issue Date (other than Indebtedness described in clauses (1) and (2) of this Section 4.09(b));

(4) Indebtedness (including Capitalized Lease Obligations), Disqualified Stock and Preferred Stock incurred by the Covenant Parties or any of the Restricted Subsidiaries, to finance the purchase, lease or improvement of property (real or personal) or equipment that is used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets;

(5) Indebtedness incurred by a Covenant Party or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims; provided, however, that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence;

(6) Indebtedness arising from agreements of a Covenant Party or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided, however, that

(A) such Indebtedness is not reflected on the balance sheet (other than by application of FIN 45 as a result of an amendment to an obligation in existence on the Issue Date) of a Covenant Party or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (6)(A)); and

(B) the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including non-cash proceeds (the fair market value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the Covenant Parties and the Restricted Subsidiaries in connection with such disposition;

(7) Indebtedness of a Covenant Party or a Restricted Subsidiary to another Covenant Party or another Restricted Subsidiary; provided that any such Indebtedness owing by an Issuer or a Guarantor to a Restricted Subsidiary that is not a Guarantor is expressly subordinated in right of payment to the Notes; provided further that any subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to a Covenant Party

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or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause (7);

(8) shares of Preferred Stock of a Restricted Subsidiary issued to a Covenant Party or another Restricted Subsidiary, provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to a Covenant Party or a Restricted Subsidiary) shall be deemed in each case to be an issuance of such shares of Preferred Stock not permitted by this clause (8);

(9) Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting interest rate risk with respect to any Indebtedness permitted to be incurred pursuant to this Section 4.09, exchange rate risk or commodity pricing risk;

(10) obligations in respect of performance, bid, appeal and surety bonds and completion guarantees provided by any of the Covenant Parties or any of the Restricted Subsidiaries in the ordinary course of business or consistent with past practice;

(11)(a) Indebtedness or Disqualified Stock of an Issuer or any Restricted Guarantor and Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary that is not a Guarantor in an aggregate principal amount or liquidation preference equal to 200.0% of the net cash proceeds received by the Covenant Parties and the Restricted Subsidiaries since immediately after the Issue Date from the issue or sale of Equity Interests of VNUHF or any direct or indirect parent entity of VNUHF (which proceeds are contributed to a Covenant Party or a Restricted Subsidiary) or cash contributed to the capital of a Covenant Party (in each case, other than proceeds of Disqualified Stock or sales of Equity Interests to, or contributions received from, any Covenant Party or any of their respective Subsidiaries) as determined in accordance with clauses (3)(b) and (3)(c) of Section 4.07(a) hereof to the extent such net cash proceeds or cash have not been applied pursuant to such clauses to make Restricted Payments or to make other Investments, payments or exchanges pursuant to Section 4.07(b) hereof or to make Permitted Investments (other than Permitted Investments specified in clauses (1) and (3) of the definition thereof) and (b) Indebtedness or Disqualified Stock of an Issuer or a Restricted Guarantor and Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary that is not a Guarantor not otherwise permitted hereunder in an aggregate principal amount or liquidation preference, which when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred pursuant to this clause (11)(b), does not at any one time outstanding exceed $400.0 million (it being understood that any Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to this clause (11)(b) shall cease to be deemed incurred or outstanding for purposes of this clause (11)(b) but shall be deemed incurred for the purposes of Section 4.09(a) hereof from and after the first date on which a Covenant Party or such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred Stock under Section 4.09(a) hereof without reliance on this clause (11)(b));

(12) the incurrence by a Covenant Party or any Restricted Subsidiary of Indebtedness, Disqualified Stock or Preferred Stock which serves to refund or refinance:

(a) any Indebtedness, Disqualified Stock or Preferred Stock incurred as permitted under Section 4.09(a) hereof and clauses (2), (3) and (11)(a) of this Section 4.09(b), this clause (12) and clause (13) of this Section 4.09(b), or

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(b) any Indebtedness, Disqualified Stock or Preferred Stock issued to so refund or refinance the Indebtedness, Disqualified Stock or Preferred Stock described in clause (a) of this Section 4.09(b)(12),

including, in each case, additional Indebtedness, Disqualified Stock or Preferred Stock incurred to pay premiums (including tender premiums), defeasance costs and fees and expenses in connection therewith (collectively, the “Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness:

(A) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being refunded or refinanced,

(B) to the extent such Refinancing Indebtedness refinances (i) Indebtedness subordinated or pari passu to the Notes or any Guarantee thereof, such Refinancing Indebtedness is subordinated or pari passu to the Notes or the Guarantee at least to the same extent as the Indebtedness being refinanced or refunded or (ii) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively, and

(C) shall not include:

(i) Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Issuer;

(ii) Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Guarantor; or

(iii) Indebtedness, Disqualified Stock or Preferred Stock of a Covenant Party or a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary;

and provided further that subclause (A) of this clause (12) will not apply to any refunding or refinancing of Indebtedness under a Credit Facility;

(13) Indebtedness, Disqualified Stock or Preferred Stock of (x) a Covenant Party or a Restricted Subsidiary incurred to finance an acquisition or (y) Persons that are acquired by a Covenant Party or any Restricted Subsidiary or merged into a Covenant Party or a Restricted Subsidiary in accordance with the terms of this Indenture; provided that either

(i) such Indebtedness, Disqualified Stock or Preferred Stock:

(a) is not Secured Indebtedness and is subordinated to the Notes on terms no less favorable to the holders thereof than the subordination terms set forth in the indenture governing the Senior Subordinated Discount Notes as in effect on the Issue Date;

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(b) is not incurred while a Default exists and no Default shall result therefrom; and

(c) matures and does not require any payment of principal prior to the final maturity or the Notes (other than in a manner consistent with the terms of this Indenture); or

(ii) after giving effect to such acquisition or merger, either

(a) the Issuers would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in Section 4.09(a) hereof, or

(b) the Consolidated Leverage Ratio is less than immediately prior to such acquisition or merger;

(14) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence;

(15) Indebtedness of a Covenant Party or any of the Restricted Subsidiaries supported by a letter of credit issued pursuant to the Credit Facilities, in a principal amount not in excess of the stated amount of such letter of credit;

(16) (a) any guarantee by a Covenant Party or a Restricted Subsidiary of Indebtedness or other obligations of any Covenant Party that is not an Issuer or any Restricted Subsidiary so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of this Indenture, or

(b) any guarantee by a Covenant Party or a Restricted Subsidiary of Indebtedness of the Issuers; provided that such guarantee is incurred in accordance with Section 4.15 hereof;

(17) Indebtedness of Foreign Subsidiaries of a Covenant Party or any Restricted Subsidiary incurred not to exceed at any one time outstanding and together with any other Indebtedness incurred under this clause (17) 5.0% of the Total Assets of the Foreign Subsidiaries (it being understood that any Indebtedness incurred pursuant to this clause (17) shall cease to be deemed incurred or outstanding for purposes of this clause (17) but shall be deemed incurred for the purposes of Section 4.09(a) hereof from and after the first date on which such Foreign Subsidiary could have incurred such Indebtedness under Section 4.09(a) hereof without reliance on this clause (17));

(18) Indebtedness, Disqualified Stock or Preferred Stock of a Covenant Party or a Restricted Subsidiary incurred to finance or assumed in connection with an acquisition in a principal amount not to exceed $200.0 million in the aggregate at any one time outstanding together with all other Indebtedness, Disqualified Stock and/or Preferred Stock issued under this clause (18) (it being understood that any Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to this clause (18) shall cease to be deemed incurred or outstanding for purposes of this clause (18) but shall be deemed incurred for the purposes of Section 4.09(a) hereof from and after the first date on which such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred Stock under Section 4.09(a) hereof without reliance on this clause (18));

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(19) Indebtedness of a Covenant Party or any of the Restricted Subsidiaries consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements in each case, incurred in the ordinary course of business;

(20) Indebtedness consisting of Indebtedness issued by a Covenant Party or any of the Restricted Subsidiaries to current or former officers, directors and employees thereof or any direct or indirect parent thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of a Covenant Party, a Restricted Subsidiary or any of their respective direct or indirect parent companies to the extent described in clause (4) of Section 4.07(b) hereof; and

(21) Indebtedness incurred on behalf of, or representing Guarantees of Indebtedness of, joint ventures of a Covenant Party or any Restricted Subsidiary not in excess of $25.0 million at any time outstanding.

(c) For purposes of determining compliance with Section 4.09:

(1) in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in clauses (1) through (21) of Section 4.09(b) hereof or is entitled to be incurred pursuant to Section 4.09(a) hereof, the Issuers, in their sole discretion, shall classify or reclassify such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) and shall only be required to include the amount and type of such Indebtedness, Disqualified Stock or Preferred Stock in one of the above clauses; provided that all Indebtedness outstanding under the Credit Facilities on the Issue Date shall be treated as incurred on the Issue Date under clause (1) of Section 4.09(b) hereof; and

(2) at the time of incurrence, the Issuers will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in Section 4.09(a) and Section 4.09(b) hereof.

Accrual of interest, the accretion of accreted value and the payment of interest or dividends in the form of additional Indebtedness, Disqualified Stock or Preferred Stock, as applicable, will not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this Section 4.09.

For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced.

The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing.

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Notwithstanding anything to the contrary, the Issuers shall not, and shall not permit any Restricted Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is subordinated or junior in right of payment to any Indebtedness of the Issuers or such Restricted Guarantor, as the case may be, unless such Indebtedness is expressly subordinated in right of payment to the Notes or such Restricted Guarantor’s Guarantee to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Issuers or such Restricted Guarantor, as the case may be.

For the purposes of this Indenture, Indebtedness that is unsecured is not deemed to be subordinated or junior to Secured Indebtedness merely because it is unsecured, and Senior Indebtedness is not deemed to be subordinated or junior to any other Senior Indebtedness merely because it has a junior priority with respect to the same collateral.

Section 4.10 Asset Sales.

(a) The Covenant Parties shall not, and shall not permit any of the Restricted Subsidiaries to, cause, make or suffer to exist an Asset Sale, unless:

(1) a Covenant Party or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Issuers) of the assets sold or otherwise disposed of; and

(2) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by a Covenant Party or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of:

(A) any liabilities (as shown on such Covenant Party’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of a Covenant Party or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes, that are assumed by the transferee of any such assets and for which the Covenant Parties and all of the Restricted Subsidiaries have been validly released by all creditors in writing,

(B) any securities received by such Covenant Party or such Restricted Subsidiary from such transferee that are converted by such Covenant Party or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale, and

(C) any Designated Non-cash Consideration received by such Covenant Party or such Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed 5.0% of Total Assets at the time of the receipt of such Designated Non-cash Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value,

shall be deemed to be cash for purposes of this provision and for no other purpose.

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(b) Within 15 months after the receipt of any Net Proceeds of any Asset Sale, such Covenant Party or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale,

(1) to permanently reduce:

(A) Obligations under the Senior Credit Facilities and to correspondingly reduce commitments with respect thereto;

(B) Obligations under the Senior Indebtedness that is secured by a Lien, which Lien is permitted by this Indenture, and to correspondingly reduce commitments with respect thereto;

(C) Obligations under (i) Notes (to the extent such purchases are at or above 100% of the principal amount thereof) or (ii) any other Senior Indebtedness of an Issuer or a Restricted Guarantor (and to correspondingly reduce commitments with respect thereto); provided that the Issuers shall equally and ratably reduce Obligations under the Notes as provided under Section 3.07 hereof through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with this Section 4.10(c) hereof) to all Holders of Notes to purchase their Notes at 100% of the principal amount thereof, plus, in the case of each of clauses (i) and (ii), the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid;

(D) Indebtedness of a Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to a Covenant Party or another Restricted Subsidiary; or

(E) Obligations under Subordinated Indebtedness in an aggregate principal amount not to exceed the Asset Sale Prepayment Amount; or

(2) to make (A) an Investment in any one or more businesses, provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in a Covenant Party or Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) properties, (C) capital expenditures or (D) acquisitions of other assets that, in the case of each of (A), (B), (C) and (D) are either (x) used or useful in a Similar Business or (y) replace the businesses, properties and/or assets that are the subject of such Asset Sale;

provided that, in the case of clause (2) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as the Covenant Party, or such other Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, such Covenant Party or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination; provided further that if any Second Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds. Notwithstanding anything to the contrary, any Net Proceeds from the sale, transfer, conveyance or other disposal of all or substantially all of the assets of ACN and its Subsidiaries that are Restricted Subsidiaries to the extent otherwise permitted under this Indenture, will be applied in accordance with this paragraph within 12 months after receipt of such Net Proceeds, and the proviso to the previous sentence with respect to Acceptable Commitments and Second Commitments will not be applicable to the application of such Net Proceeds.

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(c) Any Net Proceeds from the Asset Sale that are not invested or applied as provided and within the time period set forth in Section 4.10(b) will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $100.0 million, the Issuers shall make an offer to all Holders of the Notes and, if required by the terms of any Indebtedness that is pari passu with the Notes (“Pari Passu Indebtedness”), to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount of the Notes and such Pari Passu Indebtedness that is a minimum of $2,000 or €2,000, as applicable, or an integral multiple of $1,000 or €1,000, as applicable (in each case in aggregate principal amount), that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. The Issuers shall commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $100.0 million by mailing the notice required pursuant to the terms of this Indenture, with a copy to the Trustee.

To the extent that the aggregate principal amount of Notes and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuers may use any remaining Excess Proceeds for general corporate purposes, subject to the other covenants contained in this Indenture. If the aggregate principal amount of Notes and the Pari Passu Indebtedness surrendered in an Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such Pari Passu Indebtedness to be purchased on a pro rata basis based on the principal amount of the Notes and such Pari Passu Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

(d) Pending the final application of any Net Proceeds pursuant to this covenant, the holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Proceeds in any manner not prohibited by this Indenture.

(e) The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by virtue thereof.

Section 4.11 Transactions with Affiliates.

(a) The Covenant Parties shall not, and shall not permit any of the Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuers (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $20.0 million, unless:

(1) such Affiliate Transaction is on terms that are not materially less favorable to the relevant Covenant Party or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by such Covenant Party or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis; and

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(2) the Issuers deliver to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $50.0 million, a resolution adopted by the majority of the board of directors of the Issuers approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) of this Section 4.11(a).

(b) The provisions of Section 4.11(a) hereof shall not apply to the following:

(1) transactions between or among the Covenant Parties or any of the Restricted Subsidiaries;

(2) Restricted Payments permitted by Section 4.07 hereof and the definition of “Permitted Investments”;

(3) the payment of management, consulting, monitoring, transaction, advisory and termination fees and related expenses to Valcon Acquisition, B.V., in each case pursuant to the Sponsor Management Agreements;

(4) the payment of reasonable and customary fees paid to, and indemnities provided on behalf of, Officers, directors, employees or consultants of Covenant Parties, any of their direct or indirect parent companies or any of the Restricted Subsidiaries;

(5) transactions in which any of the Covenant Parties or any of the Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to such Covenant Party or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable to such Covenant Party or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by such Covenant Party or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis;

(6) any agreement as in effect as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date);

(7) the existence of, or the performance by the Covenant Parties or any of the Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Covenant Parties or any of the Restricted Subsidiaries of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders when taken as a whole;

(8) the Transactions and the payment of all fees and expenses related to the Transactions, in each case as disclosed in the Offering Memorandum;

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(9) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which are fair to the Covenant Parties and the Restricted Subsidiaries, in the reasonable determination of the board of directors of the Issuers or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;

(10) the issuance of Equity Interests (other than Disqualified Stock) of VNUHF to its direct or indirect parent or to any Permitted Holder or the contribution to the common equity of any Covenant Party or Restricted Subsidiary;

(11) sales of accounts receivable, or participations therein, in connection with any Receivables Facility;

(12) payments by a Covenant Party or any of the Restricted Subsidiaries to any of the Investors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by a majority of the board of directors of the Issuers in good faith;

(13) payments or loans (or cancellation of loans) to employees or consultants of the Covenant Parties, any of their direct or indirect parent companies or any of the Restricted Subsidiaries and employment agreements, stock option plans and other similar arrangements with such employees or consultants which, in each case, are approved by the Issuers in good faith; and

(14) Investments by the Investors, a Foreign Parent or any direct or indirect parent of a Foreign Parent in securities of the Covenant Parties or any of the Restricted Subsidiaries so long as (i) the investment is being offered generally to other investors on the same or more favorable terms and (ii) the investment constitutes less than 5% of the proposed or outstanding issue amount of such class of securities.

Section 4.12 Liens.

The Covenant Parties shall not, and shall not permit any Restricted Guarantor to, directly or indirectly, create, incur, assume or suffer to exist any Lien (except Permitted Liens) that secures obligations under any Indebtedness or any related Guarantee, on any asset or property of the Issuers or any Restricted Guarantor, or any income or profits therefrom, or assign or convey any right to receive income therefrom, unless:

(1) in the case of Liens securing Subordinated Indebtedness, the Notes and related Guarantees are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; or

(2) in all other cases, the Notes or the Guarantees are equally and ratably secured.

The foregoing shall not apply to (A) Liens securing the Notes and the related Guarantees, (B) Liens securing Indebtedness permitted to be incurred under Credit Facilities, including any letter of credit facility relating thereto, that was permitted by the terms of this Indenture to be incurred pursuant to clause (1) of Section 4.09(b) hereof and (C) Liens incurred to secure Obligations in respect of any Indebtedness permitted to be incurred pursuant to Section 4.09 hereof; provided that, with respect to Liens securing Obligations permitted under this subclause (C), at the time of incurrence and after giving pro forma effect thereto, the Consolidated Secured Debt Ratio would be no greater than 4.75 to 1.0.

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Section 4.13 Corporate Existence.

Subject to Article 5 hereof, the Issuers shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) their corporate existence, and the corporate, partnership or other existence of each of the Restricted Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Issuers or any such Restricted Subsidiary and (ii) the rights (charter and statutory), licenses and franchises of the Issuers and the Restricted Subsidiaries; provided that the Issuers shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of the Restricted Subsidiaries, if the Issuers in good faith shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Issuers and the Restricted Subsidiaries, taken as a whole.

Section 4.14 Offer to Repurchase Upon Change of Control.

(a) If a Change of Control occurs, unless the Issuers have previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuers shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuers shall send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee and each Agent, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and each Agent, with the following information:

(1) that a Change of Control Offer is being made pursuant to this Section 4.14. and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuers;

(2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);

(3) that any Senior Note not properly tendered will remain outstanding and continue to accrue interest;

(4) that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;

(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later

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than the close of business on the 30th day following the date of the Change of Control notice, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;

(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or €2,000, as applicable, or an integral multiple of $1,000 or €1,000, as applicable, in each case in principal amount; and

(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.

The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue thereof.

(b) On the Change of Control Payment Date, the Issuers will, to the extent permitted by law,

(1) accept for payment all Notes issued by them or portions thereof properly tendered pursuant to the Change of Control Offer,

(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered, and

(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.

(c) The Issuers shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.

(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.

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Section 4.15 Limitation on Guarantees of Indebtedness by Restricted Subsidiaries.

The Covenant Parties will not permit any Restricted Subsidiary that is a Wholly-Owned Subsidiary of a Covenant Party (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities), other than a Guarantor or a Foreign Subsidiary of a Domestic Subsidiary, to guarantee the payment of any Indebtedness of the Issuers or any other Guarantor unless:

(1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuers or any Guarantor:

(a) if the Notes or such Guarantor’s Guarantee are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such Indebtedness substantially to the same extent as the Notes are subordinated to such Indebtedness; and

(b) if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes or such Guarantor’s Guarantee; and

(2) such Restricted Subsidiary shall within 30 days deliver to the Trustee an Opinion of Counsel reasonably satisfactory to the Trustee;

provided that this Section 4.15 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary.

Section 4.16 Suspension of Certain Covenants.

(a) During any period of time that: (i) the Notes have Investment Grade Ratings from both Rating Agencies and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Covenant Parties and the Restricted Subsidiaries shall not be subject to Section 4.07 hereof, Section 4.08 hereof, Section 4.09 hereof, Section 4.10 hereof, Section 4.11 hereof, Section 4.14 hereof, Section 4.15 hereof and clause (4) of Section 5.01 hereof (the “Suspended Covenants”).

(b) In the event that the Covenant Parties and the Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating then the Covenant Parties and the Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants under this Indenture. The period of time between the Covenant Suspension Event and the Reversion Date is referred to herein as the “Suspension Period”.

(c) In the event that the Covenant Parties and the Restricted Subsidiaries are not subject to the Suspended Covenants and the Issuers or any of their Affiliates enter into an agreement to effect

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a transaction that would result in a Change of Control and one or more of the Rating Agencies indicate that if consummated, such transaction (alone or together with any related recapitalization or refinancing transactions) would cause such Rating Agency to withdraw its Investment Grade Rating or downgrade the ratings assigned to the Notes below an Investment Grade Rating, then the Covenant Parties and the Restricted Subsidiaries shall thereafter again be subject to Section 4.14 hereof with respect to future events, including, without limitation, a proposed transaction described in this clause (c).

(d) On the Reversion Date, all Indebtedness Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified as having been Incurred or issued pursuant to Section 4.09(a) or Section 4.09(b) (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be Incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness or Disqualified Stock or Preferred Stock would not be so permitted to be Incurred or issued pursuant to Sections 4.09(a) or (b), such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(3). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.07 will be made as though Section 4.07 had been in effect since the Issue Date and throughout the Suspension Period. For the avoidance of doubt, Restricted Payments made during the Suspension Period shall reduce the amount available to be made as Restricted Payments under Section 4.07(a). No Default or Event of Default shall be deemed to have occurred on the Reversion Date as a result of any actions taken by the Covenant Parties or the Restricted Subsidiaries during the Suspension Period. For purposes of Section 4.10, on the Reversion Date, the unutilized Excess Proceeds amount shall be reset to zero.

(e) The Issuers shall deliver promptly to the Trustee an Officer’s Certificate notifying it of any such occurrence under this Section 4.16.

ARTICLE 5

SUCCESSORS

Section 5.01 Merger, Consolidation or Sale of All or Substantially All Assets.

(a) Neither Issuer nor VNUHF may consolidate or merge with or into or wind up into (whether or not such Person is the surviving corporation), and VNUHF may not sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Covenant Parties and the Restricted Subsidiaries, taken as a whole, in one or more related transactions, to any Person unless:

(1) such Issuer or VNUHF, as applicable, is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than such Issuer or VNUHF, as applicable) or the Person to whom such sale, assignment, transfer, lease, conveyance or other disposition will have been made is organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Person, as the case may be, being herein called the “Successor Company”);

(2) the Successor Company, if other than such Issuer or VNUHF, as applicable, expressly assumes all the obligations of such Issuer under the Notes or VNUHF under its Guarantee, as applicable, pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

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(3) immediately after such transaction, no Default exists;

(4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four-quarter period,

(A) the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in Section 4.09(a) hereof or

(B) the Consolidated Leverage Ratio would be less than such Ratio immediately prior to such transaction;

(5) each Guarantor, unless it is the other party to the transactions described above, in which case Section 5.01(c)(1)(B) hereof shall apply, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this Indenture, the Notes and the Registration Rights Agreement; and

(6) the Issuers shall have delivered to the Trustee an Officer’s Certificate (from each Issuer) and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture.

(b) The Successor Company shall succeed to, and be substituted for such Issuer or VNUHF, as applicable, as the case may be, under this Indenture, the Guarantees and the Notes, as applicable. Notwithstanding clauses (3) and (4) of Section 5.01(a) hereof,

(x) any Covenant Party or Restricted Subsidiary may consolidate with or merge into or transfer all or part of its properties and assets to an Issuer or Restricted Guarantor; and

(y) an Issuer may merge with an Affiliate of such Issuer, as the case may be, solely for the purpose of reorganizing such Issuer in a State of the United States so long as the amount of Indebtedness of the Covenant Parties and the Restricted Subsidiaries is not increased thereby.

(c) Subject to certain limitations described in this Indenture governing release of a Guarantee upon the sale, disposition or transfer of a guarantor, no Restricted Guarantor shall, and the Covenant Parties shall not permit any Restricted Guarantor to, consolidate or merge with or into or wind up into (whether or not an Issuer or Restricted Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

(1)(A) such Restricted Guarantor is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than such Restricted Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the jurisdiction of organization of such Restricted Guarantor, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Restricted Guarantor or such Person, as the case may be, being herein called the “Successor Person”);

(B) the Successor Person, if other than such Restricted Guarantor, expressly assumes all the obligations of such Restricted Guarantor under this Indenture and such Restricted Guarantor’s related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

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(C) immediately after such transaction, no Default exists; and

(D) the Issuers shall have delivered to the Trustee an Officer’s Certificate (from each Issuer) and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture; or

(2) in the case of any Restricted Guarantor other than VNUHF, the transaction does not violate Section 4.10 hereof.

(d) In the case of clause 5.01(c)(1) above, the Successor Person shall succeed to, and be substituted for, such Restricted Guarantor under this Indenture and such Restricted Guarantor’s Guarantee. Notwithstanding the foregoing, any Restricted Guarantor may merge into or transfer all or part of its properties and assets to another Restricted Guarantor or an Issuer.

Notwithstanding the foregoing, solely for purposes of this Section 5.01, the sale, transfer, conveyance or other disposal of ACN and its Subsidiaries that are Restricted Subsidiaries shall not constitute a sale, transfer, conveyance or other disposal of all or substantially all of the assets of the Covenant Parties and the Restricted Subsidiaries, taken as a whole, so long as, at the time of such transaction, (a) the EBITDA of ACN and its Restricted Subsidiaries on a consolidated basis for the four most recently ended fiscal quarters for which internal financial statements are available represented less than 45% of the EBITDA of the Covenant Parties and the Restricted Subsidiaries on a consolidated basis for the same four-quarter period and (b) the Covenant Parties and the Restricted Subsidiaries would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in the first paragraph of Section 4.09(a) hereof.

Section 5.02 Successor Corporation Substituted.

Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuers or VNUHF in accordance with Section 5.01 hereof, the successor corporation formed by such consolidation or into or with which an Issuer or VNUHF is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the Issuers or VNUHF shall refer instead to the successor corporation and not to the Issuers or VNUHF, as the case may be), and may exercise every right and power of the Issuers or VNUHF, as the case may be, under this Indenture with the same effect as if such successor Person had been named as the Issuers or VNUHF, as the case may be, herein; provided that the predecessor Issuers or VNUHF shall not be relieved from the obligation to pay the principal of and interest and Additional Interest, if any, on the Notes except in the case of a sale, assignment, transfer, conveyance or other disposition of all of the Issuers’ or VNUHF’s assets that meets the requirements of Section 5.01 hereof.

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ARTICLE 6

DEFAULTS AND REMEDIES

Section 6.01 Events of Default.

(a) An “Event of Default” wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(1) default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Notes;

(2) default for 30 days or more in the payment when due of interest or Additional Interest on or with respect to the Notes;

(3) failure by the Issuers or any Guarantor for 60 days after receipt of written notice given by the Trustee or the Holders of not less 30% in principal amount of the Notes to comply with any of its obligations, covenants or agreements (other than a default referred to in clauses (1) and (2) above) contained in this Indenture or the Notes;

(4) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by any Covenant Party or any of the Restricted Subsidiaries or the payment of which is guaranteed by any Covenant Party or any of the Restricted Subsidiaries, other than Indebtedness owed to a Covenant Party or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is created after the issuance of the Notes, if both:

(i) such default either results from the failure to pay any principal of such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity; and

(ii) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $100.0 million or more at any one time outstanding;

(5) failure by a Covenant Party or any Significant Party to pay final judgments aggregating in excess of $100.0 million, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding have been commenced by any creditor upon such judgment or decree which is not promptly stayed;

(6) the Issuers or any of the Restricted Subsidiaries that is a Significant Party or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Party, pursuant to or within the meaning of any Bankruptcy Law:

(i) commences proceedings to be adjudicated bankrupt or insolvent;

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(ii) consents to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under applicable Bankruptcy law;

(iii) consents to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of it or for all or substantially all of its property;

(iv) makes a general assignment for the benefit of its creditors; or

(v) generally is not paying its debts as they become due;

(7) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(i) is for relief against the Issuers or any of the Restricted Subsidiaries that is a Significant Party or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Party, in a proceeding in which the Issuers or any such Restricted Subsidiaries, that is a Significant Party or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Party, is to be adjudicated bankrupt or insolvent;

(ii) appoints a receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Issuers or any of the Restricted Subsidiaries that is a Significant Party or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Party, or for all or substantially all of the property of the Issuers or any of the Restricted Subsidiaries that is a Significant Party or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Party; or

(iii) orders the liquidation of the Issuers or any of the Restricted Subsidiaries that is a Significant Party or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Party;

and the order or decree remains unstayed and in effect for 60 consecutive days; or

(8) the Guarantee of any Significant Party shall for any reason cease to be in full force and effect or be declared null and void or any responsible officer of any Guarantor that is a Significant Party, as the case may be, denies that it has any further liability under its Guarantee or gives notice to such effect, other than by reason of the termination of this Indenture or the release of any such Guarantee in accordance with this Indenture.

(b) In the event of any Event of Default specified in clause (4) of Section 6.01(a) hereof, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose:

(1) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged; or

(2) holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or

(3) the default that is the basis for such Event of Default has been cured.

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Section 6.02 Acceleration.

(a) If any Event of Default (other than an Event of Default specified in clause (6) or (7) of Section 6.01(a) hereof) occurs and is continuing under this Indenture, the Trustee or the Holders of at least 30% in principal amount of the then total outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately; provided, however, that so long as any Indebtedness permitted to be incurred under this Indenture as part of the Senior Credit Facilities shall be outstanding, no such acceleration shall be effective until the earlier of:

(1) acceleration of any such Indebtedness under the Senior Credit Facilities; or

(2) five Business Days after the giving of written notice of such acceleration to the Issuers and the administrative agent under the Senior Credit Facilities.

Upon the effectiveness of such declaration, such principal and interest shall be due and payable immediately. The Trustee shall have no obligation to accelerate the Notes if and so long as a committee of its Responsible Officers in good faith determines acceleration is not in the best interest of the Holders of the Notes.

(b) Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) or (7) of Section 6.01(a) hereof, all outstanding Notes shall be due and payable immediately without further action or notice.

(c) The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest, Additional Interest, if any, or premium that has become due solely because of the acceleration) have been cured or waived.

Section 6.03 Other Remedies.

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

Section 6.04 Waiver of Past Defaults.

Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences hereunder, except a continuing Default in the payment of the principal of, premium, if any, Additional Interest, if any, or interest on, any Note held by a non-consenting Holder (including in connection with an Asset Sale Offer or a Change of Control Offer); provided, subject to Section 6.02 hereof, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from

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such acceleration. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

Section 6.05 Control by Majority.

Holders of a majority in principal amount of the then total outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder of a Note or that would involve the Trustee in personal liability.

Section 6.06 Limitation on Suits.

Subject to Section 6.07 hereof, no Holder of a Note may pursue any remedy with respect to this Indenture or the Notes unless:

(1) such Holder has previously given the Trustee notice that an Event of Default is continuing;

(2) Holders of at least 30% in principal amount of the total outstanding Notes have requested the Trustee to pursue the remedy;

(3) Holders of the Notes have offered the Trustee reasonable security or indemnity against any loss, liability or expense;

(4) the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and

(5) Holders of a majority in principal amount of the total outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note.

Section 6.07 Rights of Holders of Notes to Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal, premium, if any, and Additional Interest, if any, and interest on the Note, on or after the respective due dates expressed in the Note (including in connection with an Asset Sale Offer or a Change of Control Offer), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Section 6.08 Collection Suit by Trustee.

If an Event of Default specified in Section 6.01(a)(1) or (2) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuers for the whole amount of principal of, premium, if any, and Additional Interest, if any, and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

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Section 6.09 Restoration of Rights and Remedies.

If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceedings, the Issuers, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding has been instituted.

Section 6.10 Rights and Remedies Cumulative.

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.07 hereof, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 6.11 Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Holder of any Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

Section 6.12 Trustee May File Proofs of Claim.

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Issuers (or any other obligor upon the Notes including the Guarantors), its creditors or its property and shall be entitled and empowered to participate as a member in any official committee of creditors appointed in such matter and to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

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Section 6.13 Priorities.

If the Trustee or any Agent collects any money pursuant to this Article 6, it shall pay out the money in the following order:

(i) to the Trustee, the Agents, their agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee or any Agent and the costs and expenses of collection;

(ii) to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if any, and Additional Interest, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and Additional Interest, if any, and interest, respectively; and

(iii) to the Issuers or to such party as a court of competent jurisdiction shall direct including a Guarantor, if applicable.

The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.13.

Section 6.14 Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.14 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes.

ARTICLE 7

TRUSTEE

Section 7.01 Duties of Trustee.

(a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b) Except during the continuance of an Event of Default:

(i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

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(ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.

(c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i) this paragraph does not limit the effect of paragraph (b) of this Section 7.01;

(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and

(iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof.

(d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01.

(e) The Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders of the Notes unless the Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense.

(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuers. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Section 7.02 Rights of Trustee.

(a) The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuers, personally or by agent or attorney at the sole cost of the Issuers and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate (from each Issuer) or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificates or Opinion of Counsel. The Trustee may consult with counsel of its selection and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care.

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(d) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuers shall be sufficient if signed by an Officer of each Issuer.

(f) None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it.

(g) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture.

(h) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(i) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.

(j) In the event the Issuers are required to pay Additional Interest, the Issuers will provide written notice to the Trustee of the Issuers’ obligation to pay Additional Interest no later than 15 days prior to the next Interest Payment Date, which notice shall set forth the amount of the Additional Interest to be paid by the Issuers. The Trustee shall not at any time be under any duty or responsibility to any Holders to determine whether the Additional Interest is payable and the amount thereof.

Section 7.03 Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuers or any Affiliate of the Issuers with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

Section 7.04 Trustee’s Disclaimer.

The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Issuers’ use of the proceeds from the Notes or any money paid to the Issuers or upon the Issuers’ direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.

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Section 7.05 Notice of Defaults.

If a Default occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to Holders of Notes a notice of the Default within 90 days after it occurs. Except in the case of a Default relating to the payment of principal, premium, if any, or interest on any Note, the Trustee may withhold from the Holders notice of any continuing Default if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes. The Trustee shall not be deemed to know of any Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is such a Default is received by the Trustee at the Corporate Trust Office of the Trustee.

Section 7.06 Reports by Trustee to Holders of the Notes.

Within 60 days after each May 15, beginning with the May 15 following the date of this Indenture, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders of the Notes a brief report dated as of such reporting date that complies with Trust Indenture Act Section 313(a) (but if no event described in Trust Indenture Act Section 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with Trust Indenture Act Section 313(b)(2). The Trustee shall also transmit by mail all reports as required by Trust Indenture Act Section 313(c).

A copy of each report at the time of its mailing to the Holders of Notes shall be mailed to each Issuer and filed with the SEC and each stock exchange on which the Notes are listed in accordance with Trust Indenture Act Section 313(d). The Issuers shall promptly notify the Trustee when the Notes are listed on any stock exchange.

Section 7.07 Compensation and Indemnity.

The Issuers shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the parties shall agree in writing from time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

The Issuers and the Guarantors, jointly and severally, shall indemnify the Trustee for, and hold the Trustee harmless against, any and all loss, damage, claims, liability or expense (including attorneys’ fees) incurred by it in connection with the acceptance or administration of this trust and the performance of its duties hereunder (including the costs and expenses of enforcing this Indenture against the Issuers or any of the Guarantors (including this Section 7.07) or defending itself against any claim whether asserted by any Holder, the Issuers or any Guarantor, or liability in connection with the acceptance, exercise or performance of any of its powers or duties hereunder). The Trustee shall notify the Issuers promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuers shall not relieve the Issuers of their obligations hereunder. The Issuers shall defend the claim and the Trustee may have separate counsel and the Issuers shall pay the fees and expenses of such counsel. The Issuers need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct, negligence or bad faith.

The obligations of the Issuers under this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee.

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To secure the payment obligations of the Issuers and the Guarantors in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture.

When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(a)(6) or (7) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

The Trustee shall comply with the provisions of Trust Indenture Act Section 313(b)(2) to the extent applicable.

Section 7.08 Replacement of Trustee.

A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Issuers. The Holders of a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuers in writing. The Issuers may remove the Trustee if:

(a) the Trustee fails to comply with Section 7.10 hereof;

(b) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(c) a custodian or public officer takes charge of the Trustee or its property; or

(d) the Trustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuers shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuers.

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee (at the Issuers’ expense), the Issuers or the Holders of at least 10% in principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuers. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof.

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Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuers’ obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee.

Section 7.09 Successor Trustee by Merger, etc.

If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee.

Section 7.10 Eligibility; Disqualification.

There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition.

This Indenture shall always have a Trustee who satisfies the requirements of Trust Indenture Act Sections 310(a)(1), (2) and (5). The Trustee is subject to Trust Indenture Act Section 310(b).

Section 7.11 Preferential Collection of Claims Against Issuers.

The Trustee is subject to Trust Indenture Act Section 311(a), excluding any creditor relationship listed in Trust Indenture Act Section 311(b). A Trustee who has resigned or been removed shall be subject to Trust Indenture Act Section 311(a) to the extent indicated therein.

ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.

The Issuers may, at their option and at any time, elect to have either Section 8.02 or 8.03 hereof applied to all outstanding Notes upon compliance with the conditions set forth below in this Article 8.

Section 8.02 Legal Defeasance and Discharge.

Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all their other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

(a) the rights of Holders of Notes to receive payments in respect of the principal of, premium, if any, and interest on the Notes when such payments are due solely out of the trust created pursuant to this Indenture referred to in Section 8.04 hereof;

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(b) the Issuers’ obligations with respect to Notes concerning issuing temporary Notes, registration of such Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(c) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuers’ obligations in connection therewith; and

(d) this Section 8.02.

Subject to compliance with this Article 8, the Issuers may exercise their option under this Section 8.02 notwithstanding the prior exercise of their option under Section 8.03 hereof.

Section 8.03 Covenant Defeasance.

Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15 hereof and clauses (4) and (5) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(3), 6.01(4), 6.01(5), 6.01(6) (solely with respect to Restricted Subsidiaries that are Significant Parties), 6.01(7) (solely with respect to Restricted Subsidiaries that are Significant Parties) and 6.01(8) hereof shall not constitute Events of Default.

Section 8.04 Conditions to Legal or Covenant Defeasance.

The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes:

In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes:

(1) the Issuers must irrevocably deposit with DBTCA or DB London, as applicable, in trust, for the benefit of the Holders of the Notes, in the case of Dollar Notes, cash in U.S. dollars, Government Securities, or a combination thereof, and in the case of the Euro Notes, cash in

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euros or non-callable government obligations of any member nation of the European Union whose official currency is the Euro, rated AAA or better by S&P and Aaa or better by Moody’s, in each case in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal amount of, premium, if any, and interest due on the Notes on the stated maturity date or on the redemption date, as the case may be, of such principal amount, premium, if any, or interest on such Notes and the Issuers must specify whether such Notes are being defeased to maturity or to a particular redemption date;

(2) in the case of Legal Defeasance, the Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions,

(a) the Issuers has received from, or there has been published by, the United States Internal Revenue Service a ruling, or

(b) since the issuance of the Notes, there has been a change in the applicable U.S. federal income tax law,

in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, the Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4) no Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness, including the Senior Subordinated Discount Notes, and in each case the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit;

(5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Senior Credit Facilities, the Senior Subordinated Discount Notes or the indenture pursuant to which the Senior Subordinated Discount Notes were issued or any other material agreement or instrument (other than this Indenture) to which, the Issuers or any Restricted Guarantor is a party or by which the Issuers or any Restricted Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness, including the Senior Subordinated Discount Notes, and the granting of Liens in connection therewith);

(6) the Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of Section 547 of Title 11 of the United States Code;

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(7) each Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by such Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of such Issuer or any Restricted Guarantor or others; and

(8) the Issuers shall have delivered to the Trustee an Officer’s Certificate (from each Issuer) and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

Section 8.05 Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions.

Subject to Section 8.06 hereof, all money and Government Securities (including the proceeds thereof) deposited with DBTCA or DB London, as applicable (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by DBTCA or DB London in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers or a Guarantor acting as Paying Agent), as DBTCA or DB London, as applicable, may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium and Additional Interest, if any, and interest, but such money need not be segregated from other funds except to the extent required by law.

The Issuers shall pay and indemnify the Trustee, DBTCA and DB London against any tax, fee or other charge imposed on or assessed against the cash or Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

Anything in this Article 8 to the contrary notwithstanding, DBTCA or DB London, as applicable, shall deliver or pay to the Issuers from time to time upon the request of the Issuers any money or Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to DBTCA or DB London, as applicable, (which may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06 Repayment to Issuers.

Any money deposited with DBTCA, DB London or any Paying Agent, or then held by the Issuers, in trust for the payment of the principal of, premium and Additional Interest, if any, or interest on any Note and remaining unclaimed for two years after such principal, and premium and Additional Interest, if any, or interest has become due and payable shall be paid to the Issuers on their request or (if then held by the Issuers) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Issuers for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuers as trustee thereof, shall thereupon cease.

Section 8.07 Reinstatement.

If DBTCA, DB London or the Paying Agent is unable to apply any United States dollars or Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuers’ obligations under this Indenture and the Notes shall be revived

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and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided that, if the Issuers make any payment of principal of, premium and Additional Interest, if any, or interest on any Note following the reinstatement of its obligations, the Issuers shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee, DBTCA, DB London or the Paying Agent.

ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01 Without Consent of Holders of Notes.

Notwithstanding Section 9.02 hereof, the Issuers, any Guarantor (with respect to a Guarantee or this Indenture) and the Trustee may amend or supplement this Indenture and any Guarantee or Notes without the consent of any Holder:

(1) to cure any ambiguity, omission, mistake, defect or inconsistency;

(2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes;

(3) to comply with Section 5.01 hereof;

(4) to provide the assumption of an Issuer’s or any Guarantor’s obligations to the Holders;

(5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder;

(6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon an Issuer or any Guarantor;

(7) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act;

(8) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee thereunder pursuant to the requirements thereof;

(9) to provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are not freely transferable;

(10) to add a Guarantor under this Indenture;

(11) to conform the text of this Indenture, Guarantees or the Notes to any provision of the “Description of Senior Notes” section of the Offering Memorandum to the extent that such provision in such “Description of Senior Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee or Notes; or

(12) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate

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the issuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes.

Upon the request of the Issuers accompanied by resolutions of each of their boards of directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuers and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, and delivery of an Officer’s Certificate.

Section 9.02 With Consent of Holders of Notes.

Except as provided below in this Section 9.02, the Issuers and the Trustee may amend or supplement this Indenture, the Notes and the Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium and Additional Interest, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02; provided, however, that if any amendment, waiver or other modification will only affect the Dollar Notes or the Euro Notes, only the consent of the Holders of at least a majority in principal amount of the then disadvantaged series of Notes (and not the consent of the Holders of at least a majority of all Notes), shall be required.

Upon the request of the Issuers accompanied by resolutions of each of their boards of directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuers in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture.

It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.

After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment,

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supplement or waiver. Any failure of the Issuers to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.

Without the consent of each affected Holder of Notes, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

(1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;

(2) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating to Section 3.09, Section 4.10 and Section 4.14 hereof to the extent that any such amendment or waiver does not have the effect of reducing the principal of or changing the fixed final maturity of any such Note or altering or waiving the provisions with respect to the redemption of such Notes);

(3) reduce the rate of or change the time for payment of interest on any Note;

(4) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders;

(5) make any Note payable in money other than that stated therein;

(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;

(7) make any change in these amendment and waiver provisions;

(8) impair the right of any Holder to receive payment of principal of, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;

(9) make any change to the ranking of the Notes that would adversely affect the Holders; or

(10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Party in any manner adverse to the Holders of the Notes.

Section 9.03 Compliance with Trust Indenture Act.

Every amendment or supplement to this Indenture or the Notes shall be set forth in an amended or supplemental indenture that complies with the Trust Indenture Act as then in effect.

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Section 9.04 Revocation and Effect of Consents.

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

The Issuers may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement, or waiver. If a record date is fixed, then, notwithstanding the preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only such Persons, shall be entitled to consent to such amendment, supplement, or waiver or to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date unless the consent of the requisite number of Holders has been obtained.

Section 9.05 Notation on or Exchange of Notes.

The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Issuers in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver.

Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

Section 9.06 Trustee to Sign Amendments, etc.

The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. Each Issuer may not sign an amendment, supplement or waiver until its board of directors approves it. In executing any amendment, supplement or waiver, the Trustee shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 12.04 hereof, an Officer’s Certificate (from each Issuer) and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuers and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.03). Notwithstanding the foregoing, no Opinion of Counsel will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.

Section 9.07 Payment for Consent.

Neither the Issuers nor any Affiliate of either Issuer shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to all Holders and is paid to all Holders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement.

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Section 9.08 Additional Voting Terms; Calculation of Principal Amount.

Except as provided in the proviso to the first sentence of Section 9.02, all Notes issued under this Indenture shall vote and consent together on all matters (as to which any of such Notes may vote) as one class and no series of Notes will have the right to vote or consent as a separate series on any matter. Determinations as to whether Holders of the requisite aggregate principal amount of Notes have concurred in any direction, waiver or consent shall be made in accordance with this Article Nine and Section 2.14.

ARTICLE 10

GUARANTEES

Section 10.01 Guarantee.

Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that: (a) the principal of, interest, premium and Additional Interest, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture.

Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01.

If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or the Guarantors, any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations

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guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees.

Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers for liquidation, reorganization, should the Issuers become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’ assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

The Guarantee issued by any Guarantor shall be a general unsecured senior obligation of such Guarantor and shall be pari passu in right of payment with all existing and future Senior Indebtedness of such Guarantor, if any.

Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Section 10.02 Limitation on Guarantor Liability.

Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 10, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantor that makes a payment under its Guarantee shall be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP.

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Section 10.03 Execution and Delivery

To evidence its Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that this Indenture shall be executed on behalf of such Guarantor by its president, one of its vice presidents, one of its managers, one of its members, one of its general partners, one of its executives, or its corporate treasurer or controller corporate staff.

Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.

If an Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Guarantee shall be valid nevertheless.

The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors.

If required by Section 4.15 hereof, the Issuers shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 10, to the extent applicable.

Section 10.04 Subrogation.

Each Guarantor shall be subrogated to all rights of Holders of Notes against the Issuers in respect of any amounts paid by any Guarantor pursuant to the provisions of Section 10.01 hereof; provided that, if an Event of Default has occurred and is continuing, no Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuers under this Indenture or the Notes shall have been paid in full.

Section 10.05 Benefits Acknowledged.

Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the guarantee and waivers made by it pursuant to its Guarantee are knowingly made in contemplation of such benefits.

Section 10.06 Release of Guarantees.

A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Issuers or the Trustee is required for the release of such Guarantor’s Guarantee, upon:

(1)(A) any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of such Guarantor (other than VNUHF) (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary or all or substantially all the assets of such Guarantor (other than VNUHF) which sale, exchange or transfer is made in compliance with the applicable provisions of this Indenture;

(B) the release or discharge of the guarantee by such Guarantor (other than VNUHF) of the Senior Credit Facilities or the guarantee which resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee;

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(C) the proper designation of any Restricted Subsidiary that is a Guarantor (other than VNUHF) as an Unrestricted Subsidiary; or

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

(2) such Guarantor delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.

Section 10.07 Certain Dutch Matters.

Notwithstanding anything herein to the contrary, any obligation, guarantee or undertaking granted or assumed by a Person incorporated under the laws of The Netherlands pursuant to this Indenture shall be deemed not to be undertaken or incurred by such Person to the extent that the same would constitute unlawful financial assistance within the meaning of Section 2.207(c) or 2.98(c) of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Indenture and the other documents to be entered into in connection with Notes and the Guarantee shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Persons incorporated under the laws of the Netherlands will continue to guarantee and secure all such obligations which, if included, do not constitute a violation of the Prohibition.

ARTICLE 11

SATISFACTION AND DISCHARGE

Section 11.01 Satisfaction and Discharge.

This Indenture shall be discharged and shall cease to be of further effect as to all Notes, when either:

(1) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or

(2)(A) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise, shall become due and payable within one year or are to be called for redemption and redeemed within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers and the Issuers or any Guarantor have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of the Notes, in the case of the Dollar Notes, cash in U.S. dollars, Government Securities, or a combination thereof, and in the case of the Euro Notes, cash in euros or non-callable government obligations of any member nation of the European Union whose official currency is the euro, rated AAA or better by S&P and Aaa or better by Moody’s, in each case in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;

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(B) no Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness, including the Senior Subordinated Discount Notes) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under the Senior Credit Facilities, the indenture governing the Senior Subordinated Discount Notes or any other material agreement or instrument governing Indebtedness (other than this Indenture) to which an Issuer or any Guarantor is a party or by which an Issuer or any Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness, including the Senior Subordinated Discount Notes, and the granting of Liens in connection therewith);

(C) the Issuers have paid or caused to be paid all sums payable by them under this Indenture; and

(D) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be.

In addition, the Issuers must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Notwithstanding the satisfaction and discharge of this Indenture, if money shall have been deposited with the Trustee pursuant to subclause (A) of clause (2) of this Section 11.01, the provisions of Section 11.02 and Section 8.06 hereof shall survive.

Section 11.02 Application of Trust Money.

Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 11.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers acting as their own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium and Additional Interest, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 11.01 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuers’ and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 hereof; provided that if the Issuers have made any payment of principal of, premium and Additional Interest, if any, or interest on any Notes because of the reinstatement of its obligations, the Issuers shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.

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ARTICLE 12

MISCELLANEOUS

Section 12.01 Trust Indenture Act Controls.

If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by Trust Indenture Act Section 318(c), the imposed duties shall control.

Section 12.02 Notices.

Any notice or communication by any Issuer, any Guarantor, the Trustee or any Paying Agent to the others is duly given if in writing and delivered in person or mailed by first-class mail (registered or certified, return receipt requested), fax or overnight air courier guaranteeing next day delivery, to the others’ address:

If to any Issuer and/or any Guarantor:

c/o VNU, Inc.

770 Broadway

New York, NY 10003

Fax No.: (646) 654-5000

Attention: General Counsel

If to the Trustee:

Law Debenture Trust Company of New York

767 Third Avenue, 31^st Floor

New York, New York 10017

Fax No.: (212) 750-1361

Attention: Boris Treyger

If to DBTCA:

Deutsche Bank Trust Company Americas

60 Wall Street, 27th Floor

MS: NYC60-2710

New York, NY 10005

Fax.: 212-797-8622

Attention:Trust and Securities Services

with a copy to:

Deutsche Bank National Trust Company

Trust & Securities Services

25 DeForest Avenue

Mail Stop: SUM01-0105

Summit, New Jersey 07901

Fax: 732-578-4635

Attention:Trust and Securities Services

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If to DB London:

Deutsche Bank AG London

Winchester House

1 Great Winchester Street

London EC2N 2DB

Fax: 0207 547 6149

Attention: Trust and Securities Services

Each Issuer, any Guarantor, the Trustee or any Paying Agent, by notice to the others, may designate additional or different addresses for subsequent notices or communications.

All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five calendar days after being deposited in the mail, postage prepaid, if mailed by first-class mail; when receipt acknowledged, if faxed; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery; provided that any notice or communication delivered to the Trustee shall be deemed effective upon actual receipt thereof.

Any notice or communication to a Holder shall be mailed by first-class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication shall also be so mailed to any Person described in Trust Indenture Act Section 313(c), to the extent required by the Trust Indenture Act. So long as the Euro Notes are listed on the Luxembourg Stock Exchange and it is required by the rules of the Luxembourg Stock Exchange, such notice to the Holders of the Euro Notes will be published in English in a leading newspaper having general circulation in Luxembourg (which is expected to be the d’Wort) or, if such publication is not practicable, in one other leading English language daily newspaper with general circulation in Europe, such newspaper being published on each business day in morning editions, whether or not it shall be published in Saturday, Sunday or holiday editions. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

If the Issuers mail a notice or communication to Holders, it shall mail a copy to the Trustee and each Agent at the same time.

Section 12.03 Communication by Holders of Notes with Other Holders of Notes.

Holders may communicate pursuant to Trust Indenture Act Section 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Issuers, the Trustee, the Registrar and anyone else shall have the protection of Trust Indenture Act Section 312(c).

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Section 12.04 Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Issuers or any of the Guarantors to the Trustee to take any action under this Indenture, the Issuers or such Guarantor, as the case may be, shall furnish to the Trustee:

(a) An Officer’s Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

(b) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Section 12.05 Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to Section 4.04 hereof or Trust Indenture Act Section 314(a)(4)) shall comply with the provisions of Trust Indenture Act Section 314(e) and shall include:

(a) a statement that the Person making such certificate or opinion has read such covenant or condition;

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with (and, in the case of an Opinion of Counsel, may be limited to reliance on an Officer’s Certificate as to matters of fact); and

(d) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.

Section 12.06 Rules by Trustee and Agents.

The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

Section 12.07 No Personal Liability of Directors, Officers, Employees and Stockholders.

No director, officer, employee, incorporator or stockholder of either Issuer or any Guarantor or any of their parent companies shall have any liability for any obligations of the Issuers or the Guarantors under the Notes, the Guarantees or this Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

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Section 12.08 Governing Law.

THIS INDENTURE, THE NOTES AND ANY GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 12.09 Waiver of Jury Trial.

EACH OF THE ISSUERS, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 12.10 Force Majeure.

In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services.

Section 12.11 No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Issuers or any of the Restricted Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 12.12 Successors.

All agreements of the Issuers in this Indenture and the Notes shall bind their successors. All agreements of the Trustee in this Indenture shall bind its successors. All agreements of each Guarantor in this Indenture shall bind its successors, except as otherwise provided in Section 10.05 hereof. All references to DBTCA, DB London and Deustche Bank Luxembourg, S.A. in this Indenture shall include their successors and assigns.

Section 12.13 Severability.

In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 12.14 Counterpart Originals.

The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

Section 12.15 Table of Contents, Headings, etc.

The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

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Section 12.16 Qualification of Indenture.

The Issuers and the Guarantors shall qualify this Indenture under the Trust Indenture Act in accordance with the terms and conditions of the Registration Rights Agreement and shall pay all reasonable costs and expenses (including attorneys’ fees and expenses for the Issuers, the Guarantors and the Trustee) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and the Notes and printing this Indenture and the Notes. The Trustee shall be entitled to receive from the Issuers and the Guarantors any such Officer’s Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the Trust Indenture Act.

Section 12.17 Currency of Account; Conversion of Currency; Foreign Exchange Restrictions.

(a) U.S. dollars are the sole currency of account and payment for all sums payable by the Issuers and the Guarantors under or in connection with the Dollar Notes, the Guarantees of the Dollar Notes or this Indenture to the extent it relates to the Dollar Notes, including damages related thereto, and euros are the sole currency of account and payment for all sums payable by the Issuers and the Guarantors under or in connection with the Euro Notes, the Guarantees of the Euro Notes or this Indenture to the extent it relates to the Euro Notes, including damages related thereto. Any amount received or recovered in a currency other than U.S. dollars by a Holder of Dollar Notes or euros by a Holder of Euro Notes (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the winding-up or dissolution of the Issuers or otherwise) in respect of any sum expressed to be due to it from the Issuers shall only constitute a discharge to the Issuers to the extent of the U.S. dollar or Euro amount, as the case may be, which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If that U.S. dollar or Euro amount is less than the U.S. dollar or Euro amount expressed to be due to the recipient under the applicable Notes, the Issuers shall indemnify it against any loss sustained by it as a result as set forth in Section 12.17(b). In any event, the Issuers and the Guarantors shall indemnify the recipient against the cost of making any such purchase. For the purposes of this Section 12.17, it will be sufficient for the Holder of a Note to certify in a satisfactory manner (indicating sources of information used) that it would have suffered a loss had an actual purchase of U.S. dollars or euros, as the case may be, been made with the amount so received in that other currency on the date of receipt or recovery (or, if a purchase of U.S. dollars or euros, as applicable, on such date had not been practicable, on the first date on which it would have been practicable, it being required that the need for a change of date be certified in the manner mentioned above). The indemnities set forth in this Section 12.17 constitute separate and independent obligations from other obligations of the Issuers and the Guarantors, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by any Holder of the Notes and shall continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under the Notes.

(b) The Issuers and the Guarantors, jointly and severally, covenant and agree that the following provisions shall apply to conversion of currency in the case of the Notes, the Guarantees and this Indenture:

(1)(A) If for the purpose of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency (the “Judgment Currency”) an amount due in any other currency (the “Base Currency”), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine).

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(B) If there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Issuers and the Guarantors will pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Currency originally due.

(2) In the event of the winding-up of the Issuers or any Guarantor at any time while any amount or damages owing under the Notes, the Guarantees and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Issuers and the Guarantors shall indemnify and hold the Holders and the Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (i) the date as of which the Applicable Currency Equivalent of the amount due or contingently due under the Notes, the Guarantees and this Indenture (other than under this subsection (b)(2)) is calculated for the purposes of such winding-up and (ii) the final date for the filing of proofs of claim in such winding-up. For the purpose of this subsection (b)(2), the final date for the filing of proofs of claim in the winding-up of the Issuers or any Guarantor shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Issuers or such Guarantor may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereto.

(c) The obligations contained in subsections (a), (b)(1)(B) and (b)(2) of this Section 12.17 shall constitute separate and independent obligations from the other obligations of the Issuers and the Guarantors under this Indenture, shall give rise to separate and independent causes of action against the Issuers and the Guarantors, shall apply irrespective of any waiver or extension granted by any Holder or the Trustee or either of them from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Issuers or any Guarantor for a liquidated sum in respect of amounts due hereunder (other than under subsection (b)(2) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the Trustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Issuers or any Guarantor or the liquidator or otherwise or any of them. In the case of subsection (b)(2) above, the amount of such deficiency shall not be deemed to be reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution.

(d) The term “rate(s) of exchange” shall mean the rate of exchange quoted by Reuters at 10:00 a.m. (New York time) for spot purchases of the Base Currency with the Judgment Currency other than the Base Currency referred to in subsections (b)(1) and (b)(2) above and includes any premiums and costs of exchange payable.

Section 12.18 Agent for Service; Submission to Jurisdiction; Waiver of Immunity.

(a) By the execution and delivery of this Indenture, the Guarantors that are not incorporated or otherwise organized under the laws of any State (including the District of Columbia) of the United States (A) acknowledge that they will, by separate written instrument, designate and appoint Nielsen Finance LLC (and any successor entity) as their authorized agent upon which process may be served

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in any suit or proceeding arising out of or relating to this Indenture that may be instituted in any Federal or state court in the State of New York, New York County or brought under Federal or state securities laws, and acknowledge that Nielsen Finance LLC will accept such designation, (B) submit for themselves and their property to the non exclusive jurisdiction of any such court in any such suit or proceeding, (C) consent that any such proceeding may be brought in any such court and waives trial by jury and any objection that any of them may now or hereafter have to the venue of any such proceeding in any such court or that such proceeding was brought in any inconvenient court and agrees not to plead or claim the same, (D) agree that service of process upon Nielsen Finance LLC and written notice of said service to such Guarantors in accordance with Section 12.02 shall be deemed in every respect effective service of process upon such Guarantors in any such suit or proceeding and (E) agree that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction.

(b) To the extent that any Guarantor may be entitled, in any jurisdiction in which judicial proceedings may at any time be commenced with respect to or arising out of this Indenture, to claim for itself or its revenues, assets or properties immunity (whether by reason of sovereignty or otherwise) from suit, from the jurisdiction of any court (including but not limited to any court of the United States of America or the State of New York), from attachment prior to judgment, from set-off, from execution of a judgment or from any other legal process, and to the extent that in any such jurisdiction there may be attributed such an immunity (whether or not claimed), such Guarantor hereby irrevocably agrees not to claim and hereby irrevocably waives such immunity to the extent permitted by law.

[Signatures on following page]

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If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the encolsed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Issuers and the several Initial Purchasers.

Very truly yours,
NIELSEN FINANCE LLC
By:	/s/ Peter K. Gersky
Name:	Peter K. Gersky
Title:	Assistant Treasurer
NIELSEN FINANCE CO.
By:	/s/ Peter K. Gersky
Name:	Peter K. Gersky
Title:	Assistant Treasurer

A. C. NIELSEN (ARGENTINA) S.A.

A. C. NIELSEN COMPANY

AC NIELSEN (US), INC.

AC NIELSEN HCI, LLC

ACN HOLDINGS INC.

ACNIELSEN CORPORATION

ACNIELSEN EDI II, INC.

ACNIELSEN INTERNATIONAL RESEARCH (UNITED STATES) LIMITED

BBI MARKETING SERVICES, INC.

BDS (CANADA), LLC

BILLBOARD CAFES, INC.

BROADCAST DATA SYSTEMS, LLC

CLARITAS INC.

CONSUMER RESEARCH SERVICES, INC.

DECISIONS MADE EASY, INC.

EMIS (CANADA), LLC

FOREMOST EXHIBITS, INC.

H R INDUSTRIES, INC.

MFI HOLDINGS, INC.

NIELSEN EDI, INC.

NIELSEN ENTERTAINMENT, LLC

NIELSEN HOLDINGS, INC.

NIELSEN LEASING CORPORATION

NIELSEN MEDIA RESEARCH, INC.

NIELSEN NATIONAL RESEARCH GROUP, INC.

PANEL INTERNATIONAL S.A.

PERQ/HCI, LLC

SPECTRA MARKETING SYSTEMS, INC.

SRDS, INC.

TRADE DIMENSIONS INTERNATIONAL, INC.

VNU BUSINESS MEDIA, INC.

VNU EMEDIA, INC.

VNU EXPOSITIONS, INC.

VNU MARKETING INFORMATION, INC.

VNU MEDIA MEASUREMENT & INFORMATION, INC.

VNU USA PROPERTY MANAGEMENT, INC.

VNU, INC.

VNU/SRDS MANAGEMENT CO., INC.

By:	/s/ Peter K. Gersky
Name:	Peter K. Gersky
Title:	Treasurer

ATHENIAN LEASING CORPORATION
NMR INVESTING I, INC.
By:	/s/ Peter K. Gersky
Name:	Peter K. Gersky
Title:	Executive Vice President

NMR LICENSING ASSOCIATES, L.P.
A LIMITED PARTNERSHIP
BY:	NMR INVESTING I, INC.,
	ITS GENERAL PARTNER
By:	/s/ Peter K. Gersky
Name:	Peter K. Gersky
Title:	Executive Vice President

NESLEIN HOLDINGS, L.L.C.
A LIMITED LIABILITY COMPANY
BY:	ACNIELSEN CORPORATION,
	ITS SOLE MEMBER
By:	/s/ Peter K. Gersky
Name:	Peter K. Gersky
Title:	Treasurer

GLOBAL MEDIA USA, LLC
INTERACTIVE MARKET SYSTEMS, INC.
By:	/s/ Matthew O’Laughlin
Name:	Matthew O’Laughlin
Title:	Vice President

ART HOLDING, L.L.C.
CZT/ACN TRADEMARKS, L.L.C.
By:	/s/ Michael E. Elias
Name:	Michael E. Elias
Title:	President

VNU GROUP B.V.

VNU HOLDING AND FINANCE B.V.

VNU INTERMEDIATE HOLDING B.V.

VNU HOLDINGS B.V.

VNU INTERNATIONAL B.V.

VNU SERVICES B.V.

By:	/s/ Authorized Signatory
Name:
Title:
By:	/s/ Authorized Signatory
Name:
Title:

LAW DEBENTURE TRUST COMPANY OF NEW YORK, as Trustee
By:	/s/ BORIS TREYGER
Name:	BORIS TREYGER
Title:	ASSISTANT VICE PRESIDENT

EXHIBIT A-1

[Face of Dollar Note]

[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture]

A-1-1

CUSIP [            ]

ISIN [            ]¹

[[RULE 144A][REGULATION S] GLOBAL NOTE

representing up to

$                    ]

10% Senior Dollar Notes due 2014

No.          [$                    ]

NIELSEN FINANCE LLC

and

NIELSEN FINANCE CO.

promise to pay to CEDE & CO. or registered assigns, the principal sum [set forth on the Schedule of Exchanges of Interests in the Dollar Denominated Global Note attached hereto] [of                      United States Dollars] on August 1, 2014.

Interest Payment Dates: February 1 and August 1

Record Dates: January 15 and July 15

¹ Rule 144A Note CUSIP: 65409QAA0

Rule 144A Note ISIN: US65409QAA04

Regulation S Note CUSIP: U65393AA5

Regulation S Note ISIN: USU65393AA58

Exchange Note CUSIP: 65409QAC6

Exchange Note ISIN: US65409QAC69

A-1-2

IN WITNESS HEREOF, the Issuers have caused this instrument to be duly executed.

Dated: August 9, 2006

NIELSEN FINANCE LLC

By:

Name:

Title:

NIELSEN FINANCE CO.

By:

Name:

Title:

A-1-3

This is one of the Dollar Notes referred to in the within-mentioned Indenture:

LAW DEBENTURE TRUST COMPANY OF NEW YORK,
as Trustee
By:
	Authorized Signatory

A-1-4

[Back of Dollar Note]

10% Senior Dollar Notes due 2014

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1. INTEREST. Nielsen Finance LLC, a Delaware limited liability company and Nielsen Finance Co., a Delaware corporation, promise to pay interest on the principal amount of this Dollar Note at 10% per annum from August 9, 2006² until maturity and shall pay the Additional Interest, if any, payable pursuant to the Registration Rights Agreement referred to below. The Issuers will pay interest and Additional Interest, if any, semi-annually in arrears on February 1 and August 1 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Dollar Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that the first Interest Payment Date shall be February 1, 2007². The Issuers will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the interest rate on the Dollar Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace periods) from time to time on demand at the interest rate on the Dollar Notes. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

2. METHOD OF PAYMENT. The Issuers will pay interest on the Dollar Notes and Additional Interest, if any, to the Persons who are registered Holders of Dollar Notes at the close of business on the January 15 or July 15 (whether or not a Business Day), as the case may be, next preceding the Interest Payment Date, even if such Dollar Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. Payment of interest and Additional Interest, if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders, provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest, premium and Additional Interest, if any, on, all Dollar Denominated Global Notes and all other Dollar Notes the Holders of which shall have provided wire transfer instructions to the Issuers or the Dollar Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

3. PAYING AGENT AND REGISTRAR. Initially, Deustche Bank Trust Company Americas will act as Dollar Paying Agent and Registrar. The Issuers may change any Dollar Paying Agent or Registrar without notice to the Holders. The Issuers or any of their Subsidiaries may act in any such capacity.

² With respect to the Initial Dollar Notes.

A-1-5

4. INDENTURE. The Issuers issued the Dollar Notes under an Indenture, dated as of August 9, 2006 (the “Indenture”), among Nielsen Finance LLC., Nielsen Finance Co., the Guarantors named therein and the Trustee. This Dollar Note is one of a duly authorized issue of notes of the Issuers designated as its 10% Senior Notes due 2014. The Issuers shall be entitled to issue Additional Dollar Notes pursuant to Section 2.01 and 4.09 of the Indenture. The Dollar Notes (including any Exchange Notes issued in exchange therefor) and the Euro Notes issued under the Indenture (including any Exchange Notes issued in Exchange therefor) (collectively, referred to herein as the “Notes”) are separate series of Notes, but shall be treated as a single class of securities under the Indenture, unless otherwise specified in the Indenture. The terms of the Dollar Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The Dollar Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Dollar Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

5. OPTIONAL REDEMPTION.

(a) Except as described below under clauses 5(b) and 5(c) hereof, the Dollar Notes will not be redeemable at the Issuer’s option before August 1, 2010.

(b) At any time prior to August 1, 2010, the Issuers may redeem all or a part of the Dollar Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to the registered address of each Holder of Dollar Notes, at a redemption price equal to 100% of the principal amount of the Dollar Notes redeemed plus the Applicable Premium as of the Redemption Date, and accrued and unpaid interest and Additional Interest, if any, to the Redemption Date, subject to the rights of Holders of Dollar Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date.

(c) Until August 1, 2009, the Issuers may, at their option, redeem up to 35% of the aggregate principal amount of Dollar Notes at a redemption price equal to 110.0% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, with the net cash proceeds of (a) one or more Equity Offerings and/or (b) one or more sales of a business unit of VNU, in each case to the extent such net cash proceeds are received by or contributed to a Covenant Party or a Restricted Subsidiary of a Covenant Party; provided that at least 50% of the sum of the aggregate principal amount of Dollar Notes originally issued under the Indenture and any Additional Dollar Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 90 days of the date of closing of each such Equity Offering or sale. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering.

(d) On and after August 1, 2010, the Issuers may redeem the Dollar Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice by first-class mail, postage prepaid, with a copy to the Trustee, to each Holder of Dollar Notes at the address of such Holder appearing in the security register, at the redemption prices (expressed as percentages of principal amount of the Dollar Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of Dollar Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on August 1 of each of the years indicated below:

Year	Percentage
2010	105.000	%
2011	102.500	%
2012 and thereafter	100.000	%

A-1-6

(e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

6. MANDATORY REDEMPTION. The Issuers shall not be required to make mandatory redemption or sinking fund payments with respect to the Dollar Notes.

7. NOTICE OF REDEMPTION. Subject to Section 3.03 of the Indenture, notice of redemption will be mailed by first-class mail at least 30 days but not more than 60 days before the redemption date (except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with Article 8 or Article 11 of the Indenture) to each Holder whose Dollar Notes are to be redeemed at its registered address. Dollar Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date interest ceases to accrue on Dollar Notes or portions thereof called for redemption.

8. OFFERS TO REPURCHASE.

(a) Upon the occurrence of a Change of Control, the Issuers shall make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000) of each Holder’s Dollar Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase (the “Change of Control Payment”). The Change of Control Offer shall be made in accordance with Section 4.14 of the Indenture.

(b) If the Issuers or any of the Restricted Subsidiaries consummates an Asset Sale, within 10 Business Days of each date that Excess Proceeds exceed $100.0 million, the Issuers shall commence, an offer to all Holders of the Dollar Notes and, if required by the terms of any Indebtedness that is pari passu with the Dollar Notes (“Pari Passu Indebtedness”), to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the maximum principal amount of Dollar Notes (including any Additional Dollar Notes) and such other Pari Passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Additional Interest thereon, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Dollar Notes (including any Additional Dollar Notes) and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuers may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in the Indenture. If the aggregate principal amount of Dollar Notes and the Pari Passu Indebtedness surrendered in an Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Dollar Notes and such Pari Passu Indebtedness to be purchased on a pro rata basis based on the principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Dollar Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Issuers prior to any related purchase date and may elect to have such Dollar Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Dollar Notes.

A-1-7

9. DENOMINATIONS, TRANSFER, EXCHANGE. The Dollar Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000. The transfer of Dollar Notes may be registered and Dollar Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuers may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuers need not exchange or register the transfer of any Dollar Note or portion of a Dollar Note selected for redemption, except for the unredeemed portion of any Dollar Note being redeemed in part. Also, the Issuers need not exchange or register the transfer of any Dollar Notes for a period of 15 days before a selection of Dollar Notes to be redeemed.

10. PERSONS DEEMED OWNERS. The registered Holder of a Dollar Note may be treated as its owner for all purposes.

11. AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture, the Guarantees or the Dollar Notes may be amended or supplemented as provided in the Indenture.

12. DEFAULTS AND REMEDIES. The Events of Default relating to the Dollar Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 30% in principal amount of the then outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Dollar Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Dollar Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Dollar Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Dollar Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, Additional Interest, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, Additional Interest, if any, or interest on, any of the Dollar Notes held by a non-consenting Holder. The Issuers and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuers are required within five (5) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuers propose to take with respect thereto.

13. AUTHENTICATION. This Dollar Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of the Trustee.

14. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of Dollar Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes shall have all the rights set forth in the Registration Rights Agreement, dated as of August 9, 2006, among Nielsen Finance LLC, Nielsen Finance Co., the Guarantors named therein and the other parties named on the signature pages thereof (the “Registration Rights Agreement”), including the right to receive Additional Interest (as defined in the Registration Rights Agreement).

A-1-8

15. GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THE DOLLAR NOTES AND THE GUARANTEES.

16. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuers have caused CUSIP numbers to be printed on the Dollar Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Dollar Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

The Issuers will furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement. Requests may be made to the Issuers at the following address:

Nielsen Finance LLC

Nielsen Finance Co.

c/o VNU, Inc.

770 Broadway

New York, NY 10003

Fax No.: (646) 654-5000

Attention: General Counsel

A-1-9

ASSIGNMENT FORM

To assign this Dollar Note, fill in the form below:

(I) or (we) assign and transfer this Dollar Note to:

                                                                         (Insert assignee’ legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint

to transfer this Dollar Note on the books of the Issuers. The agent may substitute another to act for him.

Date:                                 

Your Signature:
	(Sign exactly as your name appears on the face of this Dollar Note)

Signature Guarantee*:                                     

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A-1-10

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Dollar Note purchased by the Issuers pursuant to Section 4.10 or 4.14 of the Indenture, check the appropriate box below:

[    ] Section 4.10                            [    ] Section 4.14

If you want to elect to have only part of this Dollar Note purchased by the Issuers pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased:

$                                    

Date:                                     

Your Signature:
	(Sign exactly as your name appears on the face of this Dollar Note)
Tax Identification No.:

Signature Guarantee*:                                     

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A-1-11

SCHEDULE OF EXCHANGES OF INTERESTS IN THE DOLLAR DENOMINATED GLOBAL NOTE*

The initial outstanding principal amount of this Dollar Denominated Global Note is $            . The following exchanges of a part of this Dollar Denominated Global Note for an interest in another Dollar Denominated Global Note or for a Definitive Note, or exchanges of a part of another Dollar Denominated Global or Definitive Note for an interest in this Dollar Denominated Global Note, have been made:

Date of Exchange Amount of decrease in Principal Amount Amount of increase in Principal
Amount of this Dollar
Denominated Global Note Principal Amount of this Dollar Denominated Global Note following such decrease or increase Signature of
authorized officer of Trustee or Note Custodian

* This schedule should be included only if the Dollar Note is issued in global form.

A-1-12

EXHIBIT A-2

[Face of Euro Note]

[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture]

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COMMON CODE [            ]

ISIN [            ]³

RULE 144A GLOBAL NOTE

representing up to

€                        ]

9% Senior Euro Notes due 2014

No.          [€                    ]

NIELSEN FINANCE LLC

and

NIELSEN FINANCE CO.

promise to pay to BT GLOBENET NOMINEES LIMITED, or registered assigns, the principal sum [set forth on the Schedule of Exchanges of Interests in the Euro Denominated Global Note attached hereto] [of                                          euros] on August 1, 2014.

Interest Payment Dates: February 1 and August 1

Record Dates: January 15 and July 15

³ Rule 144A Note Common Code: 26355915

Rule 144A Note ISIN: XS0263559154

Regulation S Note Common Code: 26355885

Regulation S Note ISIN: XS0263558859

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IN WITNESS HEREOF, the Issuers have caused this instrument to be duly executed.

Dated: August 9, 2006

NIELSEN FINANCE LLC

By:

Name:

Title:

NIELSEN FINANCE CO.

By:

Name:

Title:

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This is one of the Euro Notes referred to in the within-mentioned Indenture:

LAW DEBENTURE TRUST COMPANY OF NEW YORK,
as Trustee
By:
	Authorized Signatory

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[Back of Euro Note]

9% Senior Euro Notes due 2014

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1. INTEREST. Nielsen Finance LLC, a Delaware limited liability company and Nielsen Finance Co., a Delaware corporation, promise to pay interest on the principal amount of this Euro Note at 9% per annum from August 9, 2006⁴ until maturity and shall pay the Additional Interest, if any, payable pursuant to the Registration Rights Agreement referred to below. The Issuers will pay interest and Additional Interest, if any, semi-annually in arrears on February 1 and August 1 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Euro Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that the first Interest Payment Date shall be February 1, 2007². The Issuers will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the interest rate on the Euro Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace periods) from time to time on demand at the interest rate on the Euro Notes. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

2. METHOD OF PAYMENT. The Issuers will pay interest on the Euro Notes and Additional Interest, if any, to the Persons who are registered Holders of Euro Notes at the close of business on the January 15 or July 15 (whether or not a Business Day), as the case may be, next preceding the Interest Payment Date, even if such Euro Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. Payment of interest and Additional Interest, if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders, provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest, premium and Additional Interest, if any, on, all Euro Denominated Global Notes and all other Euro Notes the Holders of which shall have provided wire transfer instructions to the Issuers or the Euro Paying Agent. Such payment shall be in euro.

3. PAYING AGENT AND REGISTRAR. Initially, Deustche Bank Luxembourg SA will act as Registrar and Deustche Bank AG, London Branch will act as Euro Paying Agent. The Issuers may change any Euro Paying Agent or Registrar without notice to the Holders. The Issuers or any of their Subsidiaries may act in any such capacity.

4. INDENTURE. The Issuers issued the Euro Notes under an Indenture, dated as of August 9, 2006 (the “Indenture”), among Nielsen Finance LLC., Nielsen Finance Co., the Guarantors named therein and the Trustee. This Euro Note is one of a duly authorized issue of notes of the Issuers

⁴ With respect to the Initial Euro Notes.

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designated as its 9% Senior Notes due 2014. The Issuers shall be entitled to issue Additional Euro Notes pursuant to Section 2.01 and 4.09 of the Indenture. The Euro Notes (including any Exchange Notes issued in exchange therefor) and the Dollar Notes issued under the Indenture (including any Exchange Notes issued in Exchange therefor) (collectively, referred to herein as the “Notes”) are separate series of Notes, but shall be treated as a single class of securities under the Indenture, unless otherwise specified in the Indenture. The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The Euro Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Euro Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

5. OPTIONAL REDEMPTION.

(a) Except as described below under clauses 5(b) and 5(c) hereof, the Euro Notes will not be redeemable at the Issuer’s option before August 1, 2010.

(b) At any time prior to August 1, 2010, the Issuers may redeem all or a part of the Euro Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to the registered address of each Holder of Euro Notes, at a redemption price equal to 100% of the principal amount of the Euro Notes redeemed plus the Applicable Premium as of the Redemption Date, and, without duplication, accrued and unpaid interest and Additional Interest, if any, to the Redemption Date, subject to the rights of Holders of Euro Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date.

(c) Until August 1, 2009, the Issuers may, at their option, redeem up to 35% of the aggregate principal amount of Euro Notes at a redemption price equal to 109.0% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, with the net cash proceeds of (a) one or more Equity Offerings and/or (b) one or more sales of a business unit of VNU, in each case to the extent such net cash proceeds are received by or contributed to a Covenant Party or a Restricted Subsidiary of a Covenant Party; provided that at least 50% of the sum of the aggregate principal amount of Euro Notes originally issued under the Indenture and any Additional Euro Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 90 days of the date of closing of each such Equity Offering or sale. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering.

(d) On and after August 1, 2010, the Issuers may redeem the Euro Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice by first-class mail, postage prepaid, with a copy to the Trustee, to each Holder of Euro Notes at the address of such Holder appearing in the security register, at the redemption prices (expressed as percentages of principal amount of the Euro Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of Euro Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on August 1 of each of the years indicated below:

Year	Percentage
2010	104.500	%
2011	102.250	%
2012 and thereafter	100.000	%

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(e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

6. MANDATORY REDEMPTION. The Issuers shall not be required to make mandatory redemption or sinking fund payments with respect to the Euro Notes.

7. NOTICE OF REDEMPTION. Subject to Section 3.03 of the Indenture, notice of redemption will be mailed by first-class mail at least 30 days but not more than 60 days before the redemption date (except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with Article 8 or Article 11 of the Indenture) to each Holder whose Euro Notes are to be redeemed at its registered address. Euro Notes in denominations larger than €2,000 may be redeemed in part but only in whole multiples of €1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date interest ceases to accrue on Euro Notes or portions thereof called for redemption.

8. OFFERS TO REPURCHASE.

(a) Upon the occurrence of a Change of Control, the Issuers shall make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to €2,000 or an integral multiple of €1,000) of each Holder’s Euro Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase (the “Change of Control Payment”). The Change of Control Offer shall be made in accordance with Section 4.14 of the Indenture.

(b) If the Issuers or any of the Restricted Subsidiaries consummates an Asset Sale, within 10 Business Days of each date that Excess Proceeds exceed €100.0 million, the Issuers shall commence, an offer to all Holders of the Euro Notes and, if required by the terms of any Indebtedness that is pari passu with the Euro Notes (“Pari Passu Indebtedness”), to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the maximum principal amount of Euro Notes (including any Additional Euro Notes) and such other Pari Passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Additional Interest thereon, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Euro Notes (including any Additional Euro Notes) and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuers may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in the Indenture. If the aggregate principal amount of Euro Notes and the Pari Passu Indebtedness surrendered in an Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Euro Notes and such Pari Passu Indebtedness to be purchased on a pro rata basis based on the principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Euro Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Issuers prior to any related purchase date and may elect to have such Euro Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Euro Notes.

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9. DENOMINATIONS, TRANSFER, EXCHANGE. The Euro Notes are in registered form without coupons in denominations of €2,000 and integral multiples of €1,000. The transfer of Euro Notes may be registered and Euro Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuers may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuers need not exchange or register the transfer of any Euro Note or portion of a Euro Note selected for redemption, except for the unredeemed portion of any Euro Note being redeemed in part. Also, the Issuers need not exchange or register the transfer of any Euro Notes for a period of 15 days before a selection of Euro Notes to be redeemed.

10. PERSONS DEEMED OWNERS. The registered Holder of a Euro Note may be treated as its owner for all purposes.

11. AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture, the Guarantees or the Euro Notes may be amended or supplemented as provided in the Indenture.

12. DEFAULTS AND REMEDIES. The Events of Default relating to the Euro Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 30% in principal amount of the then outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Euro Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Euro Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Euro Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, Additional Interest, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, Additional Interest, if any, or interest on, any of the Euro Notes held by a non-consenting Holder. The Issuers and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuers are required within five (5) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuers propose to take with respect thereto.

13. AUTHENTICATION. This Euro Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of the Trustee.

14. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of Euro Notes under the Indenture, Holders of Restricted Global Euro Notes and Restricted Definitive Notes shall have all the rights set forth in the Registration Rights Agreement, dated as of August 9, 2006, among Nielsen Finance LLC, Nielsen Finance Co., the Guarantors named therein and the other parties named on the signature pages thereof (the “Registration Rights Agreement”), including the right to receive Additional Interest (as defined in the Registration Rights Agreement).

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15. GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THE EURO NOTES AND THE GUARANTEES.

16. CUSIP NUMBERS. The Issuers have caused Common Code numbers to be printed on the Euro Notes and the Trustee may use Common Code numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Euro Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

The Issuers will furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement. Requests may be made to the Issuers at the following address:

Nielsen Finance LLC

Nielsen Finance Co.

c/o VNU, Inc.

770 Broadway

New York, NY 10003

Fax No.: (646) 654-5000

Attention: General Counsel

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ASSIGNMENT FORM

To assign this Euro Note, fill in the form below:

(I) or (we) assign and transfer this Euro Note to:

                                                                         (Insert assignee’ legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint

to transfer this Euro Note on the books of the Issuers. The agent may substitute another to act for him.

Date:                                 

Your Signature:
	(Sign exactly as your name appears on the face of this Dollar Note)

Signature Guarantee*:                                     

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Euro Note purchased by the Issuers pursuant to Section 4.10 or 4.14 of the Indenture, check the appropriate box below:

[    ] Section 4.10                            [    ] Section 4.14

If you want to elect to have only part of this Euro Note purchased by the Issuers pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased:

€                    

Date:                     

Your Signature:
	(Sign exactly as your name appears on the face of this Dollar Note)

Tax Identification No.:

Signature Guarantee*:                             

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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SCHEDULE OF EXCHANGES OF INTERESTS IN THE EURO DENOMINATED GLOBAL NOTE*

The initial outstanding principal amount of this Euro Denominated Global Note is €                    . The following exchanges of a part of this Euro Denominated Global Note for an interest in another Euro Denominated Global Note or for a Definitive Note, or exchanges of a part of another Euro Denominated Global or Definitive Note for an interest in this Euro Denominated Global Note, have been made:

Date of Exchange Amount of decrease in Principal Amount Amount of increase in Principal Amount of this Euro
Denominated Global Note Principal Amount of this Euro Denominated Global Note following such decrease or increase Signature of authorized officer of Trustee or Note Custodian

* This schedule should be included only if the Euro Note is issued in global form.

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EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

Nielsen Finance LLC

Nielsen Finance Co.

c/o VNU, Inc.

770 Broadway

New York, NY 10003

Fax No.: (646) 654-5000

Attention: General Counsel

[For all Dollar Notes]

Deutsche Bank Services Tennessee Inc.

648 Grassmere Park Road

Nashville, TN USA 37211

Attention: Transfer Department

Telephone: 1-800-735-7777

[For all Euro Notes]

Deutsche Bank Luxembourg S.A.

2 Boulevard Konrad Adenauer

L-1511 Luxembourg

Telephone: 00 352 460241

Fax: 00 352 473136

Telex: 3392 BTL LU

Re: [10% Senior Dollar Notes due 2014] [9% Senior Euro Notes due 2014]

Reference is hereby made to the Indenture, dated as of August 9, 2006 (the “Indenture”), among Nielsen Finance LLC, Nielsen Finance Co., the Guarantors named therein and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                             (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $[€] in such Note[s] or interests (the “Transfer”), to                      (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1. [    ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE RELEVANT 144A GLOBAL NOTE OR A RELEVANT DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States.

B-1

2. [    ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE RELEVANT REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Indenture and the Securities Act.

3. [    ] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE RELEVANT DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

(a) [    ] such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;

or

(b) [    ] such Transfer is being effected to the Issuers or a subsidiary thereof;

or

(c) [    ] such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act.

4. [    ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

(a) [    ] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation

B-2

of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(b) [    ] CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(c) [    ] CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

B-3

This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers.

[Insert Name of Transferor]

By:

Name:

Title:

Dated:                                                  

B-4

ANNEX A TO CERTIFICATE OF TRANSFER

1. The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

(a) [    ] a beneficial interest in the:

(i) [    ] 144A Global Note (CUSIP/Common Code 65409QAA0⁵ 26355915⁶), or

(ii) [    ] Regulation S Global Note (CUSIP/Common Code U65393AA5⁵ 26355885⁶), or

(b) [    ] a Restricted Definitive Note.

2. After the Transfer the Transferee will hold:

[CHECK ONE]

(a) [    ] a beneficial interest in the:

(i) [    ] 144A Global Note (CUSIP/Common Code 65409QAA0⁵ 26355915⁶), or

(ii) [    ] Regulation S Global Note (CUSIP/Common Code U65393AA5⁵ 26355885⁶), or

(iii) [    ] Unrestricted Global Note (CUSIP 65409QAC6⁵ [            ]⁶); or

(b) [    ] a Restricted Definitive Note; or

(c) [    ] an Unrestricted Definitive Note, in accordance with the terms of the Indenture.

⁵ Dollar Notes.

⁶ Euro Notes.

B-5

EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

Nielsen Finance LLC

Nielsen Finance Co.

c/o VNU, Inc.

770 Broadway

New York, NY 10003

Fax No.: (646) 654-5000

Attention: General Counsel

[For all Dollar Notes]

Deutsche Bank Services Tennessee Inc.

648 Grassmere Park Road

Nashville, TN USA 37211

Attention: Transfer Department

Telephone: 1-800-735-7777

[For all Euro Notes]

Deutsche Bank Luxembourg S.A.

2 Boulevard Konrad Adenauer

L-1511 Luxembourg

Telephone: 00 352 460241

Fax: 00 352 473136

Telex: 3392 BTL LU

Re: [10% Senior Dollar Notes due 2014] [9% Senior Euro Notes due 2014]

Reference is hereby made to the Indenture, dated as of August 9, 2006 (the “Indenture”), among Nielsen Finance LLC, Nielsen Finance Co., the Guarantors named therein and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                     (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $[€]                     in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

1) EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE

a) [    ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OF THE SAME SERIES. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note of the same series in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant

C-1

to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

b) [    ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE OF THE SAME SERIES. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note of the same series, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

c) [    ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OF THE SAME SERIES. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note of the same series, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

d) [    ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO UNRESTRICTED DEFINITIVE NOTE OF THE SAME SERIES. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note of the same series, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

2) EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OF THE SAME SERIES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES OF THE SAME SERIES

a) [    ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE OF THE SAME SERIES. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note of the same series with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of

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the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.

b) [    ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE OF THE SAME SERIES. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] [            ] 144A Global Note [            ] Regulation S Global Note of the same series, with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers and are dated                             .

[Insert Name of Transferor]

By:

Name:

Title:

Dated:                     

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EXHIBIT D

[FORM OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS]

Supplemental Indenture (this “Supplemental Indenture”), dated as of                     , among                      (the “Guaranteeing Subsidiary”), an affiliate of Nielsen Finance LLC, a Delaware limited liability company and Nielsen Finance Co., a Delaware corporation (the “Issuers”), and Law Debenture Trust Company of New York, as trustee (the “Trustee”).

WITNESSETH

WHEREAS, the Issuers and the Guarantors (as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of August 9, 2006, providing for the issuance of an unlimited aggregate principal amount of Senior Dollar Notes due 2014 and Senior Euro Notes due 2014 (together, the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuers’ Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

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

(2) Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees as follows:

(a) Along with all Guarantors named in the Indenture, to jointly and severally unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that:

(i) the principal of and interest, premium and Additional Interest, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

(ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed

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in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors and the Guaranteeing Subsidiary shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection.

(b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor.

(c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever.

(d) This Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture and this Supplemental Indenture, and the Guaranteeing Subsidiary accepts all obligations of a Guarantor under the Indenture.

(e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, the Guarantors (including the Guaranteeing Subsidiary), or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or the Guarantors, any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

(f) The Guaranteeing Subsidiary shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby.

(g) As between the Guaranteeing Subsidiary, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guaranteeing Subsidiary for the purpose of this Guarantee.

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

(i) Pursuant to Section 10.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article 10 of the Indenture, this new Guarantee shall be limited to the maximum amount permissible such that the obligations of such Guaranteeing Subsidiary under this Guarantee will not constitute a fraudulent transfer or conveyance.

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(j) This Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers for liquidation, reorganization, should the Issuers become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’ assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes and Guarantee, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Note shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

(k) In case any provision of this Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

(l) This Guarantee shall be a general unsecured senior obligation of such Guaranteeing Subsidiary, ranking pari passu with any other future Senior Indebtedness of the Guaranteeing Subsidiary, if any.

(m) Each payment to be made by the Guaranteeing Subsidiary in respect of this Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

(3) Execution and Delivery. The Guaranteeing Subsidiary agrees that the Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.

(4) Merger, Consolidation or Sale of All or Substantially All Assets.

(a) Except as otherwise provided in Section 5.01(c) of the Indenture, the Guaranteeing Subsidiary may not consolidate or merge with or into or wind up into (whether or not an Issuer or Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

(i)(A) the Guaranteeing Subsidiary is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the jurisdiction of organization of the Guaranteeing Subsidiary, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Person”);

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(B) the Successor Person, if other than the Guaranteeing Subsidiary, expressly assumes all the obligations of the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

(C) immediately after such transaction, no Default exists; and

(D) the Issuers shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture; or

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

(b) Subject to certain limitations described in the Indenture, the Successor Person will succeed to, and be substituted for, the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s Guarantee. Notwithstanding the foregoing, the Guaranteeing Subsidiary may merge into or transfer all or part of its properties and assets to another Guarantor or the Issuers.

(5) Releases. The Guarantee of the Guaranteeing Subsidiary shall be automatically and unconditionally released and discharged, and no further action by the Guaranteeing Subsidiary, the Issuers or the Trustee is required for the release of the Guaranteeing Subsidiary’s Guarantee, upon:

(1)(A) any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of the Guaranteeing Subsidiary (including any sale, exchange or transfer), after which the Guaranteeing Subsidiary is no longer a Restricted Subsidiary or all or substantially all the assets of the Guaranteeing Subsidiary which sale, exchange or transfer is made in compliance with the applicable provisions of the Indenture;

(B) the release or discharge of the guarantee by the Guaranteeing Subsidiary of the Senior Credit Facilities or the guarantee which resulted in the creation of the Guarantee, except a discharge or release by or as a result of payment under such guarantee;

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

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

(2) the Guaranteeing Subsidiary delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction have been complied with.

(6) No Recourse Against Others. No director, officer, employee, incorporator or stockholder of the Guaranteeing Subsidiary shall have any liability for any obligations of the Issuers or the Guarantors (including the Guaranteeing Subsidiary) under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

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

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

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

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

(11) Subrogation. The Guaranteeing Subsidiary shall be subrogated to all rights of Holders of Notes against the Issuers in respect of any amounts paid by the Guaranteeing Subsidiary pursuant to the provisions of Section 2 hereof and Section 10.01 of the Indenture; provided that, if an Event of Default has occurred and is continuing, the Guaranteeing Subsidiary shall not be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuers under the Indenture or the Notes shall have been paid in full.

(12) Benefits Acknowledged. The Guaranteeing Subsidiary’s Guarantee is subject to the terms and conditions set forth in the Indenture. The Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to this Guarantee are knowingly made in contemplation of such benefits.

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

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

[GUARANTEEING SUBSIDIARY]

By:

Name:

Title:

LAW DEBENTURE TRUST COMPANY OF NEW YORK, as Trustee

By:

Name:

Title:

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EX-4.4(B)

Exhibit 4.4(b)

Execution Copy

FIRST SUPPLEMENTAL INDENTURE

First Supplemental Indenture (this “First Supplemental Indenture”), dated as of October 16, 2006, among Radio and Records, Inc., a California corporation (the “Guaranteeing Subsidiary”) and an affiliate of Nielsen Finance LLC, a Delaware limited liability company, and Nielsen Finance Co., a Delaware corporation (the “Issuers”), and Law Debenture Trust Company of New York, as trustee (the “Trustee”).

WITNESSETH

WHEREAS, the Issuers and the Guarantors (as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of August 9, 2006, providing for the issuance of an unlimited aggregate principal amount of Senior Dollar Notes due 2014 and Senior Euro Notes due 2014 (together, the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuers’ Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this First Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

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

(2) Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees as follows:

(a) Along with all Guarantors named in the Indenture, to jointly and severally unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that:

(i) the principal of and interest, premium and Additional Interest, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

1

(ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors and the Guaranteeing Subsidiary shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection.

(b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor.

(c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever.

(d) This Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture and this First Supplemental Indenture, and the Guaranteeing Subsidiary accepts all obligations of a Guarantor under the Indenture.

(e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, the Guarantors (including the Guaranteeing Subsidiary), or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or the Guarantors, any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

(f) The Guaranteeing Subsidiary shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby.

(g) As between the Guaranteeing Subsidiary, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guaranteeing Subsidiary for the purpose of this Guarantee.

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

(i) Pursuant to Section 10.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article 10 of the Indenture, this new Guarantee shall be limited to the maximum amount permissible such that the obligations of such Guaranteeing Subsidiary under this Guarantee will not constitute a fraudulent transfer or conveyance.

(j) This Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers for liquidation, reorganization, should the Issuers become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’ assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes and Guarantee, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Note shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

(k) In case any provision of this Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

(l) This Guarantee shall be a general unsecured senior obligation of such Guaranteeing Subsidiary, ranking pari passu with any other future Senior Indebtedness of the Guaranteeing Subsidiary, if any.

(m) Each payment to be made by the Guaranteeing Subsidiary in respect of this Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

(3) Execution and Delivery. The Guaranteeing Subsidiary agrees that the Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.

(4) Merger, Consolidation or Sale of All or Substantially All Assets.

(a) Except as otherwise provided in Section 5.01(c) of the Indenture, the Guaranteeing Subsidiary may not consolidate or merge with or into or wind up into (whether or not an Issuer or Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

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(i)(A) the Guaranteeing Subsidiary is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the jurisdiction of organization of the Guaranteeing Subsidiary, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Person”);

(B) the Successor Person, if other than the Guaranteeing Subsidiary, expressly assumes all the obligations of the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

(C) immediately after such transaction, no Default exists; and

(D) the Issuers shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture; or

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

(b) Subject to certain limitations described in the Indenture, the Successor Person will succeed to, and be substituted for, the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s Guarantee. Notwithstanding the foregoing, the Guaranteeing Subsidiary may merge into or transfer all or part of its properties and assets to another Guarantor or the Issuers.

(5) Releases. The Guarantee of the Guaranteeing Subsidiary shall be automatically and unconditionally released and discharged, and no further action by the Guaranteeing Subsidiary, the Issuers or the Trustee is required for the release of the Guaranteeing Subsidiary’s Guarantee, upon:

(a)(i) any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of the Guaranteeing Subsidiary (including any sale, exchange or transfer), after which the Guaranteeing Subsidiary is no longer a Restricted Subsidiary or all or substantially all the assets of the Guaranteeing Subsidiary which sale, exchange or transfer is made in compliance with the applicable provisions of the Indenture;

(ii) the release or discharge of the guarantee by the Guaranteeing Subsidiary of the Senior Credit Facilities or the guarantee which resulted in the creation of the guarantee, except a discharge or release by or as a result of payment under such Guarantee;

4

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

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

(b) the Guaranteeing Subsidiary delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction have been complied with.

(6) No Recourse Against Others. No director, officer, employee, incorporator or stockholder of the Guaranteeing Subsidiary shall have any liability for any obligations of the Issuers or the Guarantors (including the Guaranteeing Subsidiary) under the Notes, any Guarantees, the Indenture or this First Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

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

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

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

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

(11) Subrogation. The Guaranteeing Subsidiary shall be subrogated to all rights of Holders of Notes against the Issuers in respect of any amounts paid by the Guaranteeing Subsidiary pursuant to the provisions of Section 2 hereof and Section 10.01 of the Indenture; provided that, if an Event of Default has occurred and is continuing, the Guaranteeing Subsidiary shall not be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuers under the Indenture or the Notes shall have been paid in full.

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(12) Benefits Acknowledged. The Guaranteeing Subsidiary’s Guarantee is subject to the terms and conditions set forth in the Indenture. The Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this First Supplemental Indenture and that the guarantee and waivers made by it pursuant to this Guarantee are knowingly made in contemplation of such benefits.

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

6

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

RADIO AND RECORDS, INC.
By:	/s/ Authorized Signatory
Name:
Title:
LAW DEBENTURE TRUST COMPANY OF NEW YORK, as Trustee
By:	/s/ Authorized Signatory
Name:
Title:

[First Supplemental Indenture to Senior Notes Indenture]

EX-4.5

Exhibit 4.5

EXECUTION VERSION

REGISTRATION RIGHTS AGREEMENT

REGISTERED EXCHANGE OFFER

NIELSEN FINANCE LLC

NIELSEN FINANCE CO.

$650,000,000 10% Senior Notes due 2014

€150,000,000 9% Senior Notes due 2014

REGISTRATION RIGHTS AGREEMENT

August 9, 2006

Deutsche Bank Securities Inc.

Citigroup Global Markets Inc.

J.P. Morgan Securities Inc.

ABN AMRO Incorporated

ING Bank N.V.

As Dollar Initial Purchasers

c/o Deutsche Bank Securities Inc.

60 Wall Street

New York, New York 10005

Deutsche Bank AG, London Branch

Citigroup Global Markets Limited

J.P. Morgan Securities Ltd.

ABN AMRO Incorporated

ING Bank N.V.

As Euro Initial Purchasers

c/o Deutsche Bank AG, London Branch

Winchester House

1 Great Winchester Street

London EC2N 2DB

United Kingdom

Ladies and Gentlemen:

Nielsen Finance LLC a Delaware limited liability company (“Nielsen LLC”) and Nielsen Finance Co., a Delaware corporation (“Nielsen Co.” and together with Nielsen LLC, the “Issuers”), propose to issue and sell to the Dollar Initial Purchasers $650,000,000 aggregate principal amount of their 10% Senior Notes due 2014 (the “Dollar Notes”) and to the Euro Initial Purchasers €150,000,000 aggregate principal amount of their 9% Senior Notes due 2014 (the “Euro Notes,” and together with the Dollar Notes, the “Notes”) upon the terms set forth in the Purchase Agreement among the Issuers, the Guarantors named therein and the initial purchasers named therein (the “Initial Purchasers”), dated August 1, 2006 (the “Purchase Agreement”), relating to the initial placement (the “Initial Placement”) of the Notes. As

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of the date hereof, the Issuers’ obligations under the Notes will be guaranteed (the “Guarantees”) by each of the guarantors listed on Annex A-1 of the Purchase Agreement (collectively, the “Guarantors”). References herein to the “Securities” refer to the Notes and the Guarantees, collectively. To induce the Initial Purchasers to enter into the Purchase Agreement and to satisfy a condition to your obligations thereunder, the Issuers and the Guarantors jointly and severally agree with you for your benefit and the benefit of the holders from time to time of the Securities (including the Initial Purchasers) (each a “Holder” and, collectively, the “Holders”), as follows:

1. Definitions. Capitalized terms used herein without definition shall have their respective meanings set forth in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

“Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Affiliate” shall have the meaning specified in Rule 405 under the Act and the term “controlling” shall have a meaning correlative thereto.

“Broker-Dealer” shall mean any broker or dealer registered as such under the Exchange Act.

“Business Day” shall mean a day other than a Saturday, a Sunday or a legal holiday or day on which commercial banking institutions or trust companies are authorized or required by law to close in New York City.

“Closing Date” shall mean the date of the first issuance of the Securities.

“Commission” shall mean the Securities and Exchange Commission.

“Deferral Period” shall have the meaning set forth in Section 4(k)(ii) hereof.

“Dollar Notes” shall have the meaning set forth in the preamble hereto.

“Euro Notes” shall have the meaning set forth in the preamble hereto.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Exchange Offer Registration Period” shall mean the period of 180 days following the consummation of the Registered Exchange Offer, exclusive of any period during which any stop order shall be in effect suspending the effectiveness of the Exchange Offer Registration Statement.

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“Exchange Offer Registration Statement” shall mean a registration statement of the Issuers and the Guarantors on an appropriate form under the Act with respect to the Registered Exchange Offer, all amendments and supplements to such registration statement, including post-effective amendments thereto, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

“Exchanging Dealer” shall mean any Holder (which may include any Initial Purchaser) that is a Broker-Dealer and elects to exchange for New Securities any Securities that it acquired for its own account as a result of market-making activities or other trading activities (but not directly from any Issuer or any Affiliate of any Issuer) for New Securities.

“Final Memorandum” shall mean the offering memorandum, dated August 1, 2006, relating to the Securities, including any and all exhibits thereto and any information incorporated by reference therein as of such date.

“Guarantee” shall have the meaning set forth in the preamble hereto.

“Guarantors” shall have the meaning set forth in the preamble hereto.

“Holder” shall have the meaning set forth in the preamble hereto.

“Holdings” shall mean VNU Group B.V.

“Indenture” shall mean that certain Indenture relating to the Securities, dated as of August 9, 2006, among the Issuers, the Guarantors and Law Debenture Trust Company of New York, as trustee, as the same may be amended from time to time in accordance with the terms thereof.

“Initial Placement” shall have the meaning set forth in the preamble hereto.

“Initial Purchasers” shall have the meaning set forth in the preamble hereto.

“Losses” shall have the meaning set forth in Section 6(d) hereof.

“Majority Holders” shall mean, on any date, Holders of a majority of the aggregate principal amount of Securities and New Securities registered under a Registration Statement.

“Managing Underwriters” shall mean the investment banker or investment bankers and manager or managers who administer an underwritten offering, if any, under a Registration Statement.

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“NASD Rules” shall mean the Conduct Rules and the By-laws of the National Association of Securities Dealers, Inc.

“New Securities” shall mean debt securities of the Issuers and Guarantees by the Guarantors, in each case identical in all material respects to the Securities (except that the transfer restrictions shall be modified or eliminated, as appropriate) to be issued under the New Securities Indenture.

“New Securities Indenture” shall mean the Indenture or an indenture among the Issuers, the Guarantors and the New Securities Trustee, identical in all material respects to the Indenture (except that (i) the New Securities shall contain no restrictive legend thereon, (ii) interest thereon shall accrue from the last date on which interest was paid on such Notes or, if no such interest has been paid, from the Closing Date and (iii) which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, has been qualified under the Trust Indenture Act), which may be the Indenture if in the terms thereof appropriate provision is made for the New Securities.

“New Securities Trustee” shall mean the Trustee or a bank or trust company reasonably satisfactory to the Initial Purchasers, as trustee with respect to the New Securities under the New Securities Indenture.

“Notes” shall have the meaning set forth in the preamble hereto.

“Prospectus” shall mean the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Securities or the New Securities covered by such Registration Statement, and all amendments and supplements thereto, including any and all exhibits thereto and any information incorporated by reference therein.

“Purchase Agreement” shall have the meaning set forth in the preamble hereto.

“Registered Exchange Offer” shall mean the proposed offer of the Issuers and the Guarantors to issue and deliver to the Holders of the Securities that are not prohibited by any law or policy of the Commission from participating in such offer, in exchange for the Securities, a like aggregate principal amount of the New Securities.

“Registrable Securities” shall mean (i) Securities other than those that have been (A) registered under a Registration Statement and disposed of in accordance

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therewith or (B) distributed to the public pursuant to Rule 144 under the Act or any successor rule or regulation thereto that may be adopted by the Commission and (ii) any New Securities the resale of which by the Holder thereof requires compliance with the prospectus delivery requirements of the Act.

“Registration Default Damages” shall have the meaning set forth in Section 8 hereof.

“Registration Statement” shall mean any Exchange Offer Registration Statement or Shelf Registration Statement that covers any of the Securities or the New Securities pursuant to the provisions of this Agreement, any amendments and supplements to such registration statement, including post-effective amendments (in each case including the Prospectus contained therein), all exhibits thereto and all material incorporated by reference therein.

“Securities” shall have the meaning set forth in the preamble hereto.

“Shelf Registration” shall mean a registration effected pursuant to Section 3 hereof.

“Shelf Registration Period” shall have the meaning set forth in Section 3(b)(ii) hereof.

“Shelf Registration Statement” shall mean a “shelf” registration statement of the Issuers and the Guarantors pursuant to the provisions of Section 3 hereof which covers some or all of the Securities or New Securities, as applicable, on an appropriate form under Rule 415 under the Act, or any similar rule that may be adopted by the Commission, amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

“Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Trustee” shall mean the trustee with respect to the Securities under the Indenture.

“underwriter” shall mean any underwriter of Securities in connection with an offering thereof under a Shelf Registration Statement.

2. Registered Exchange Offer. (a) The Issuers and the Guarantors shall prepare and use their reasonable best efforts to file with the Commission and cause to become effective the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers and the Guarantors shall use their reasonable best efforts to cause the Registered Exchange Offer to be completed under the Act within 375 days of the Closing Date.

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(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers and the Guarantors shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder (i) is not an Affiliate of any of the Issuers, (ii) acquires the New Securities in the ordinary course of such Holder’s business, (iii) has no arrangements with any person to participate in the distribution of the New Securities, (iv) is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer and (v) is not an Initial Purchaser holding Securities that have the status of an unsold allotment remaining from the initial distribution of the Securities) to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.

(c) In connection with the Registered Exchange Offer, the Issuers and the Guarantors shall:

(i) mail or cause to be mailed to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;

(ii) keep the Registered Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the date notice thereof is mailed to the Holders;

(iii) use their reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required under the Act, to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;

(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, or, in the case of the Euro Notes, Amsterdam, London or Luxembourg, which may be the Trustee, the New Securities Trustee or an Affiliate of either of them;

(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;

(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers and the Guarantors are conducting the Registered Exchange Offer in reliance on the position

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of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991) and (B) including a representation that the Issuers and the Guarantors have not entered into any arrangement or understanding with any person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the New Securities; and

(vii) comply in all respects with all laws applicable to the Registered Exchange Offer.

(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers and the Guarantors shall:

(i) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;

(ii) deliver to the Trustee for cancellation in accordance with Section 4(s) hereof all Securities so accepted for exchange; and

(iii) cause the New Securities Trustee promptly to authenticate and deliver to each Holder of Securities a principal amount of New Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.

(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, which must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer or any Affiliate of any Issuer. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers that, at the time of the consummation of the Registered Exchange Offer:

(i) any New Securities received by such Holder shall be acquired in the ordinary course of business;

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(ii) such Holder shall have no arrangement or understanding with any person to participate in the distribution within the meaning of the Act of the Securities or the New Securities;

(iii) such Holder is not an Affiliate of any Issuer or any Guarantor or, if it is an Affiliate of an Issuer, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 4 hereof in order to have their Securities included in the Shelf Registration Statement and benefit from the provisions regarding Registration Default Damages in Section 8 hereof; and

(iv) if such Holder is an Exchanging Dealer, then such Holder will comply with the applicable provisions of the Securities Act (including the prospectus delivery requirements thereunder).

(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers and the Guarantors shall issue and deliver to such Initial Purchaser or the person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers and the Guarantors shall use their commercially reasonable efforts to cause the CUSIP Service Bureau or Clearstream Banking, as applicable, to issue the same CUSIP number or Common Code number, as applicable, and International Securities Identification Number (“ISIN”) for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.

3. Shelf Registration. (a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Issuers and the Guarantors determine upon advice of their outside counsel that they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Registered Exchange Offer is not consummated within 375 days of the Closing Date; (iii) any Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) is not eligible to participate in the Registered Exchange Offer; or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable;” and (y) the requirement that an Exchanging Dealer deliver a Prospectus

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in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the Issuers and the Guarantors shall file and use their reasonable best efforts to cause to become and keep effective a Shelf Registration Statement in accordance with subsection (b) below.

(b)(i) The Issuers and the Guarantors shall, if required by subsection (a) above, as promptly as practicable use their reasonable best efforts to file with the Commission and shall use their reasonable best efforts to cause to be declared effective under the Act within 375 days, a Shelf Registration Statement relating to the offer and sale of the Securities or the New Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Issuers and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.

(ii) The Issuers and the Guarantors shall use their reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period from the date the Shelf Registration Statement is declared effective by the Commission until the earliest of: (A) the second anniversary of the Closing Date, (B) the date upon which all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or (C) the date upon which the Securities or New Securities, as applicable, covered by the Shelf Registration Statement become eligible for resale, without regard to volume, manner of sale or other restrictions contained in Rule 144 under the Act pursuant to paragraph (k) thereof (in any such case, the “Shelf Registration Period”). The Issuers and the Guarantors shall be deemed not to have used their reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if they voluntarily take any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities at any time during the Shelf Registration Period, unless such action is (x) required by applicable law or otherwise taken by the Issuers and the Guarantors in good faith and for valid business reasons (not including avoidance of the Issuers’ and the Guarantors’ obligations hereunder), including the acquisition or divestiture of assets and (y) permitted pursuant to Section 4(k)(ii) hereof.

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(iii) The Issuers and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply in all material respects with the applicable requirements of the Act and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading.

4. Additional Registration Procedures. In connection with any Shelf Registration Statement and, to the extent applicable, any Exchange Offer Registration Statement, the following provisions shall apply.

(a) The Issuers and the Guarantors shall:

(i) furnish to counsel for the Initial Purchasers and to counsel for the Holders, not less than two (2) Business Days prior to the filing thereof with the Commission, a copy of any Exchange Offer Registration Statement and any Shelf Registration Statement, and each amendment thereof and each amendment or supplement, if any, to the Prospectus included therein (including all documents incorporated by reference therein after the initial filing) and shall use their commercially reasonable efforts to reflect in each such document, when so filed with the Commission, such comments as counsel to the Holders or counsel for the Initial Purchasers reasonably propose;

(ii) include the information set forth in Annex A hereto on the facing page of the Exchange Offer Registration Statement, in Annex B hereto in the forepart of the Exchange Offer Registration Statement in a section setting forth details of the Exchange Offer, in Annex C hereto in the underwriting or plan of distribution section of the Prospectus contained in the Exchange Offer Registration Statement and in Annex D hereto in the letter of transmittal delivered pursuant to the Registered Exchange Offer;

(iii) if requested by an Initial Purchaser, include the information required by Item 507 or 508, as applicable, of Regulation S-K in the Prospectus contained in the Exchange Offer Registration Statement or Shelf Registration Statement; and

(iv) in the case of a Shelf Registration Statement, include the names of the Holders that propose to sell Securities pursuant to the Shelf Registration Statement as selling security holders.

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(b) The Issuers and the Guarantors shall use their commercially reasonable efforts to ensure that:

(i) any Registration Statement and any amendment thereto and any Prospectus forming part thereof and any amendment or supplement thereto complies in all material respects with the Act; and

(ii) any Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

(c) The Issuers and the Guarantors shall advise counsel for the Initial Purchasers, the Holders of Securities covered by any Shelf Registration Statement and any Exchanging Dealer under any Exchange Offer Registration Statement that has provided in writing to the Issuers or the Guarantors a telephone or facsimile number and address for notices, and, if requested by any Initial Purchaser or any such Holder or Exchanging Dealer, shall confirm such advice in writing (which notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an instruction to suspend the use of the Prospectus until the Issuers and the Guarantors shall have remedied the basis for such suspension):

(i) when a Registration Statement and any amendment thereto has been filed with the Commission and when the Registration Statement or any post-effective amendment thereto has become effective;

(ii) of any request by the Commission after the effective date for any amendment or supplement to the Registration Statement or the Prospectus or for additional information;

(iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution of any proceeding for that purpose;

(iv) of the receipt by any Issuer or any Guarantor of any notification with respect to the suspension of the qualification of the securities included therein for sale in any jurisdiction or the institution of any proceeding for such purpose; and

(v) of the happening of any event that requires any change in the Registration Statement or the Prospectus so that, as of such date, they (A) do not contain any untrue statement of a material fact and (B) do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading.

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(d) The Issuers and the Guarantors shall use their commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement or the qualification of the securities therein for sale in any jurisdiction.

(e) The Issuers and the Guarantors shall furnish to each Holder of Securities covered by any Shelf Registration Statement, without charge, at least one (1) copy of such Shelf Registration Statement and any post-effective amendment thereto, including all material incorporated therein by reference, and, if the Holder so requests in writing, all exhibits thereto (including exhibits incorporated by reference therein).

(f) The Issuers and the Guarantors shall, during the Shelf Registration Period, deliver to each Holder of Securities covered by any Shelf Registration Statement, without charge, as many copies of the Prospectus (including the Preliminary Prospectus) included in such Shelf Registration Statement and any amendment or supplement thereto as such Holder may reasonably request. The Issuers and the Guarantors consent to the use of the Prospectus or any amendment or supplement thereto by each of the selling Holders of Securities in connection with the offering and sale of the Securities covered by the Prospectus, or any amendment or supplement thereto, included in the Shelf Registration Statement.

(g) The Issuers and the Guarantors shall furnish to each Exchanging Dealer which so requests, without charge, at least one (1) conformed copy of the Exchange Offer Registration Statement and any post-effective amendments thereto, including all material incorporated by reference therein, and, if the Exchanging Dealer so requests in writing, all exhibits thereto (including exhibits incorporated by reference therein).

(h) The Issuers and the Guarantors shall promptly deliver to each Initial Purchaser, each Exchanging Dealer and each other person required to deliver a Prospectus during the Exchange Offer Registration Period, without charge, as many copies of the Prospectus included in such Exchange Offer Registration Statement and any amendments or supplements thereto as any such person may reasonably request. The Issuers and the Guarantors consent to the use of the Prospectus or any amendments or supplements thereto by any Initial Purchaser, any Exchanging Dealer and any such other person that may be required to deliver a Prospectus following the Registered Exchange Offer in connection with the offering and sale of the New Securities covered by the Prospectus, or any amendment or supplement thereto, included in the Exchange Offer Registration Statement.

(i) Prior to the Registered Exchange Offer or any other offering of Securities pursuant to any Registration Statement, the Issuers and the Guarantors shall

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arrange, if necessary, for the registration or qualification of the Securities or the New Securities for sale under the laws of such jurisdictions as any Holder shall reasonably request and shall maintain such qualification in effect so long as required; provided that in no event shall any Issuer or any Guarantor be obligated to qualify to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the Initial Placement, the Registered Exchange Offer or any offering pursuant to a Shelf Registration Statement, in any such jurisdiction where it is not then so subject or to subject itself to taxation in excess of a nominal amount in respect of doing business in such jurisdiction.

(j) The Issuers and the Guarantors shall cooperate with the Holders of Securities to facilitate the timely preparation and delivery of certificates representing New Securities or Securities to be issued or sold pursuant to any Registration Statement free of any restrictive legends and in such denominations and registered in such names as Holders may request in writing at least three (3) Business Days prior to the closing date of any sales of New Securities.

(k)(i) Upon the occurrence of any event contemplated by subsections (c) (ii) through (v) above, the Issuers and the Guarantors shall promptly (or within the time period provided for by clause (ii) hereof, if applicable) prepare a post-effective amendment to the applicable Registration Statement or an amendment or supplement to the related Prospectus or file any other required document so that, as thereafter delivered to the Initial Purchasers of the Securities included therein, the Prospectus shall not include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In such circumstances, the period of effectiveness of the Exchange Offer Registration Statement provided for in Section 2 hereof shall be extended by the number of days from and including the date of the giving of a notice of suspension pursuant to Section 4(c) hereof to and including the date when the Initial Purchasers, the Holders of the Securities and any known Exchanging Dealer shall have received such amended or supplemented Prospectus pursuant to this Section 4(k).

(ii) Upon the occurrence or existence of any pending corporate development or any other material event that, in the reasonable judgment of the Issuers and the Guarantors, makes it appropriate to suspend the availability of a Shelf Registration Statement and the related Prospectus, the Issuers and the Guarantors shall give notice (without notice of the nature or details of such events) to the Holders that the availability of the Shelf Registration is suspended and, upon actual receipt of any such notice, each Holder agrees not to sell any Registrable Securities pursuant to the Shelf Registration until such Holder’s receipt of copies of the supplemented or amended Prospectus provided for in Section 3(a)(i) hereof, or until it is advised in writing by the Issuers

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and the Guarantors that the Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. The period during which the availability of the Shelf Registration and any Prospectus is suspended (the “Deferral Period”) (1) shall not exceed 60 consecutive days, (2) shall not occur more than three (3) times during any calendar year and (3) shall extend the number of days the Shelf Registration or any Prospectus is available by an amount equal to the Deferral Period. Any Registration Default Damages payable pursuant to Section 8(a)(iii) shall cease to accrue during any Deferral Period.

(l) Not later than the effective date of any Registration Statement, the Issuers and the Guarantors shall provide a CUSIP number or Common Code number, as applicable, and ISIN for the Securities or the New Securities, as the case may be, registered under such Registration Statement, and provide the Trustee with printed certificates for such Securities or New Securities, in a form eligible for deposit with The Depository Trust Company and, in the case of the Euro Notes, the common depository for Euroclear and Clearstream Banking.

(m) The Issuers and the Guarantors shall comply in all material respects with all applicable rules and regulations of the Commission and shall make generally available to their security holders earnings statements satisfying the provisions of Section 11(a) of the Act as soon as practicable after the effective date of the applicable Registration Statement.

(n) The Issuers and the Guarantors shall cause the New Securities Indenture to be qualified under the Trust Indenture Act as required by applicable law in a timely manner.

(o) The Issuers and the Guarantors may require each Holder of Securities to be sold pursuant to any Shelf Registration Statement to furnish to the Issuers and the Guarantors such information regarding the Holder and the distribution of such Securities as the Issuers and the Guarantors may from time to time reasonably require for inclusion in such Registration Statement. The Issuers and the Guarantors may exclude from such Shelf Registration Statement the Securities of any Holder that fails to furnish such information within a reasonable time after receiving such request.

(p) In the case of any Shelf Registration Statement, upon the request of the Majority Holders, the Issuers and the Guarantors shall enter into customary agreements (including, if requested, one underwriting agreement in customary form) and take all other appropriate actions, if any, as the Majority Holders shall reasonably request in order to expedite or facilitate the registration or the disposition of the Securities, and in connection therewith, if an underwriting agreement is entered into, cause the same to contain indemnification provisions and procedures no less favorable than those set forth in Section 6 hereof.

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(q) In the case of any Shelf Registration Statement, the Issuers and the Guarantors shall:

(i) make reasonably available for inspection at a location where they are normally kept and during normal business hours by the Majority Holders of Securities to be registered thereunder, any underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other agent retained by such Holders or any such underwriter all relevant financial and other records and pertinent corporate documents of the Issuers, the Guarantors and their respective subsidiaries;

(ii) use their commercially reasonable efforts to cause their officers, directors, employees, accountants and auditors to supply all relevant information reasonably requested by the Holders or any such underwriter, attorney, accountant or agent (each, an “Inspector”) in connection with any such Registration Statement as is customary for similar due diligence examinations; provided, however, that such Inspector shall first agree in writing with the Issuers and the Guarantors that any information that is reasonably and in good faith designated by the Issuers and the Guarantors in writing as confidential at the time of delivery of such information shall be kept confidential by such Inspector, unless (1) disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities, (2) disclosure of such information is required by law (including any disclosure requirements pursuant to federal securities laws in connection with the filing of such Registration Statement or the use of any Prospectus), (3) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard such information by such person or (4) such information becomes available to such Inspector from a source other than the Issuers or the Guarantors and such source is not known, after due inquiry, by the relevant Holder to be bound by a confidentiality agreement or is not otherwise under a duty of trust to the Issuers or the Guarantors;

(iii) make such representations and warranties to the Holders of Securities registered thereunder and the underwriters, if any, in form, substance and scope as are customarily made by issuers to underwriters in primary underwritten offerings;

(iv) obtain opinions of counsel to the Issuers and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the Managing Underwriters, if any) addressed to each selling Holder and the underwriters, if any, covering such matters as are customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Holders and underwriters;

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(v) obtain “comfort” letters and updates thereof from the independent certified public accountants of Holdings (and, if necessary, any other independent certified public accountants of any subsidiary of Holdings or of any business acquired by Holdings for which financial statements and financial data are, or are required to be, included in the Registration Statement), addressed to each selling Holder of Securities registered thereunder and the underwriters, if any, in customary form and covering matters of the type customarily covered in “comfort” letters in connection with primary underwritten offerings;

(vi) deliver such documents and certificates as may be reasonably requested by the Majority Holders or the Managing Underwriters, if any, including those to evidence compliance with Section 4(k) hereof and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Issuers or the Guarantors; and

(vii) cooperate with each seller of Registrable Securities covered by any Shelf Registration Statement and each underwriter, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made pursuant to the NASD Rules

(r) If a Registered Exchange Offer is to be consummated, upon delivery of the Securities by Holders to the Issuers (or to such other person as directed by the Issuers) in exchange for the New Securities, the Issuers shall mark, or caused to be marked, on the Securities so exchanged that such Securities are being cancelled in exchange for the New Securities. In no event shall the Securities be marked as paid or otherwise satisfied.

(s) The Issuers and the Guarantors shall use their commercially reasonable efforts to take all other steps necessary to effect the registration of the Securities or the New Securities, as the case may be, covered by a Registration Statement.

If any such Registration Statement refers to any Holder by name or otherwise as the holder of any securities of the Issuers, then such Holder shall have the right to require (i) the insertion therein of language, in form and substance reasonably satisfactory to such Holder, to the effect that the holding by such Holder of such securities is not to be construed as a recommendation by such Holder of the investment quality of the securities covered thereby and that such holding does not imply that such Holder will assist in meeting any future financial requirements of the Issuers, or (ii) in the event that such reference to such Holder by name or otherwise is not required by the Securities Act or any similar federal statute then in force, the deletion of the reference to such Holder in any amendment or supplement to the Registration Statement filed or prepared subsequent to the time that such reference ceases to be required.

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5. Registration Expenses. The Issuers and the Guarantors shall bear all expenses incurred in connection with the performance of their obligations under Sections 2, 3 and 4 hereof and, in the event of any Shelf Registration Statement, shall reimburse the Holders for the reasonable fees and disbursements of one firm or counsel (which shall initially be Cahill Gordon & Reindel LLP, but which may be another nationally recognized law firm experienced in securities matters designated by the Majority Holders) to act as counsel for the Holders in connection therewith, and, in the case of any Exchange Offer Registration Statement, shall reimburse the Initial Purchasers for the reasonable fees and disbursements of counsel acting in connection therewith, in each case which counsel shall be approved by the Issuers (such approval not to be unreasonably withheld). Each Holder shall pay all expenses of its counsel other than as set forth in the preceding sentence, underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Securities or New Securities.

6. Indemnification and Contribution. (a) The Issuers and the Guarantors, jointly and severally, agree to indemnify and hold harmless each Holder of Securities or New Securities, as the case may be, covered by any Registration Statement, each Initial Purchaser and each Affiliate thereof and, with respect to any Prospectus delivery as contemplated in Section 4(h) hereof, each Exchanging Dealer, the directors, officers and Affiliates of each such Holder, Initial Purchaser or Exchanging Dealer and each person who controls any such Holder, Initial Purchaser or Exchanging Dealer within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement as originally filed or in any amendment thereof, or in any preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any preliminary Prospectus or the Prospectus, in the light of the circumstances under which they were made) not misleading, and agree (subject to the limitations set forth in the proviso to this sentence) to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Issuers shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Issuers by or on behalf of the party claiming indemnification specifically for inclusion therein. This indemnity agreement shall be in addition to any liability that the Issuers and the Guarantors may otherwise have. The Issuers and the Guarantors shall not be liable under this Section 6 to any indemnified party regarding any settlement or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in

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respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent is consented to by the Issuers or the Guarantors, as applicable, which consent shall not be unreasonably withheld.

(b) Each Holder of securities covered by a Registration Statement (including each Initial Purchaser that is a Holder, in such capacity) severally and not jointly agrees to indemnify and hold harmless the Issuers and the Guarantors and each of their respective directors, each of their respective officers who signs such Registration Statement and each person who controls any Issuer or any Guarantor within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Issuers and the Guarantors to each such Holder, but only with reference to written information relating to such Holder furnished to the Issuers and the Guarantors by or on behalf of such Holder specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement shall be in addition to any liability that any such Holder may otherwise have.

(c) Promptly after receipt by an indemnified party under this Section 6 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 6, notify the indemnifying party in writing of the commencement thereof; but the failure to so notify the indemnifying party (i) shall not relieve it from liability under paragraph (a) or (b) of this Section 6 unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) of this Section 6, except as provided in paragraph (d) below. The indemnifying party shall be entitled to appoint counsel (including local counsel) of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel, other than local counsel if not appointed by the indemnifying party, retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel (including local counsel) to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest (based on the advice of counsel to the indemnified person), (ii) such action includes both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded (based on the advice of counsel to the indemnified person) that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent

19

the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. It is understood and agreed that the indemnifying person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all indemnified persons. Any such separate firm for any Initial Purchaser, its affiliates, directors and officers and any control persons of such Initial Purchaser shall be designated in writing by Deutsche Bank Securities Inc. (“DBSI”), and any such separate firm for the Issuers or any of the Guarantors, and any control persons of the Issuers or any of the Guarantors shall be designated in writing by such Issuers or such Guarantor, as the case may be. In the event that any Initial Purchaser, its affiliates, directors and officers or any control persons of such Initial Purchaser are Indemnified Persons collectively entitled, in connection with a proceeding in a single jurisdiction, to the payment of fees and expenses of a single separate firm under this Section 6(c), and any such Initial Purchaser, its affiliates, directors and officers or any control persons of such Initial Purchaser cannot agree to a mutually acceptable separate firm to act as counsel thereto, then such separate firm for all such Indemnified Persons shall be designated in writing by DBSI. An indemnifying party shall not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and does not include any statement as to, or any concession of, fault, culpability or failure to act by or on behalf of any indemnified party.

(d) In the event that the indemnity provided in paragraph (a) or (b) of this Section 6 is unavailable to or insufficient to hold harmless an indemnified party in the respect of any aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending any loss, claim, liability, damage or action) (collectively “Losses”) (other than by virtue of the failure of an indemnified party to notify the indemnifying party of its right to indemnification pursuant to paragraph (a) or (b) of this Section 8, where such failure materially prejudices the indemnifying party (through the forfeiture of substantial rights or defenses)), each indemnifying party, in order to provide for just and equitable contribution, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses, in such proportion as is appropriate to reflect the relative benefits received by such indemnifying party, on the one hand, and such indemnified party, on the other hand, from the Initial Placement and the Registration Statement which resulted in such Losses; provided, however, that in no case shall any Initial Purchaser be responsible, in the aggregate, for any amount in excess of the purchase discount or commission applicable to such Security, or in the case of a New Security, applicable to the Security that was exchangeable into such New Security, as set forth in the Purchase Agreement, nor shall any underwriter be responsible for any amount in excess of the underwriting

20

discount or commission applicable to the securities purchased by such underwriter under the Registration Statement which resulted in such Losses. If the allocation provided by the immediately preceding sentence is unavailable for any reason or not permitted by applicable law, the indemnifying party and the indemnified party shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of such indemnifying party, on the one hand, and such indemnified party, on the other hand, in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations. Benefits received by the Issuers and the Guarantors shall be deemed to be equal to the total net proceeds from the Initial Placement (before deducting expenses) as set forth in the Final Memorandum. Benefits received by the Initial Purchasers shall be deemed to be equal to the total purchase discounts and commissions as set forth in the Purchase Agreement, and benefits received by any other Holders shall be deemed to be equal to the value of receiving Securities or New Securities, as applicable, registered under the Act. Benefits received by any underwriter shall be deemed to be equal to the total underwriting discounts and commissions, as set forth on the cover page of the Prospectus forming a part of the Registration Statement which resulted in such Losses. Relative fault shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information provided by the indemnifying party, on the one hand, or by the indemnified party, on the other hand, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission and any other equitable considerations appropriate in the circumstances. The parties agree that it would not be just and equitable if the amount of such contribution were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph 6(d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 6(d), each person, if any, who controls a Holder within the meaning of either the Act or the Exchange Act and each director and officer of such Holder shall have the same rights to contribution as such Holder, and each person who controls any Issuer within the meaning of either the Act or the Exchange Act, each officer of any Issuer who shall have signed the Registration Statement and each director of any Issuer shall have the same rights to contribution as the Issuers, subject in each case to the applicable terms and conditions of this paragraph 6(d).

(e) The provisions of this Section 6 shall remain in full force and effect, regardless of any investigation made by or on behalf of any Holder or the Issuers or any of the indemnified persons referred to in this Section 6, and shall survive the sale by a Holder of securities covered by a Registration Statement.

7. Underwritten Registrations. (a) If any of the Securities or New Securities, as the case may be, covered by any Shelf Registration Statement are to be sold in an underwritten offering, the Managing Underwriters, if any, shall be selected by the Majority

21

Holders, subject to the consent of the Issuers (which shall not be unreasonably withheld), and the Holders of Securities or New Securities covered by such Shelf Registration Statement shall be responsible for all underwriting commissions and discounts.

(b) No person may participate in any underwritten offering pursuant to any Shelf Registration Statement, unless such person (i) agrees to sell such person’s Securities or New Securities, as the case may be, on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

8. Registration Defaults. (a) If any of the following events shall occur, then the Issuers and the Guarantors shall pay liquidated damages (the “Registration Default Damages”) to the Holders of Securities in respect of the Securities as follows:

(i) if (a) neither (x) the Registered Exchange Offer is completed, nor (y) if required, the Shelf Registration Statement is declared effective, within, in each case, 375 days of the Closing Date, then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum on the principal amount of such Registrable Securities for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or

(ii) notwithstanding that the Issuers and the Guarantors have consummated or will consummate a Registered Exchange Offer, if the Issuers and the Guarantors are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to the 375th day following the date the filing of such Shelf Registration Statement is required or requested pursuant to Section 3(a), then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or

(iii) subject to the last sentence of Section 4(k)(ii) above, if the Shelf Registration Statement required by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be effective at any time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than 30 consecutive days or more than 60 days (whether or not consecutive) during the period for which the Shelf Registration Statement is required, then commencing on the 31st

22

day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective, Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days from and including such 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities;

provided, however, that upon (1) the completion of the Exchange Offer (in the case of paragraph (i) above), (2) the effectiveness of the Shelf Registration Statement (in the case of paragraph (ii) above) and (3) the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above), Registration Default Damages shall cease to accrue.

(b) The Issuers and the Guarantors shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Registration Default Damages are required to be paid and within one Business Day after such Registration Default Damages cease to accrue. Any amounts of Registration Default Damages due pursuant to Section 8(a) will be payable in cash on each interest payment date specified by the Indenture to the record holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Registration Default Damages commences to accrue.

(c) The parties hereto agree that the liquidated damages in the form of Registration Default Damages provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; or (ii) the Shelf Registration Statement, if required hereby, to be declared effective, in each case to the extent required by this Agreement.

9. No Inconsistent Agreements. No Issuer or Guarantor has entered into, and each Issuer and the Guarantors agrees not to enter into, any agreement with respect to its securities that is inconsistent with the rights granted to the Holders herein or that otherwise conflicts with the provisions hereof.

10. Amendments and Waivers. The provisions of this Agreement may not be amended, qualified, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the Issuers have obtained the written consent of the Holders of a majority of the aggregate principal amount of the Registrable Securities outstanding; provided that, with respect to any matter that directly or indirectly affects the rights and obligations of any Initial Purchaser hereunder, the Issuers and the Guarantors shall obtain the written consent of each such Initial Purchaser against which such amendment,

23

qualification, supplement, waiver or consent is to be effective; provided, further, that no amendment, qualification, supplement, waiver or consent with respect to Section 8 hereof shall be effective as against any Holder of Registered Securities unless consented to in writing by such Holder; and provided, further, that the provisions of this Article 10 may not be amended, qualified, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the Issuers and the Guarantors have obtained the written consent of the Initial Purchasers and each Holder.Notwithstanding the foregoing (except the foregoing provisos), a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders whose Securities or New Securities, as the case may be, are being sold pursuant to a Registration Statement and that does not directly or indirectly affect the rights of other Holders may be given by the Majority Holders, determined on the basis of Securities or New Securities, as the case may be, being sold rather than registered under such Registration Statement.

11. Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail, telex, telecopier or air courier guaranteeing overnight delivery:

(a) if to a Holder, at the most current address given by such Holder to the Issuers in accordance with the provisions of this Section 11, which address initially is, with respect to each Holder, the address of such Holder maintained by the Registrar (as such term is defined in the Indenture) under the Indenture;

(b) if to the Initial Purchasers, initially at the address or addresses set forth in the Purchase Agreement; and

(c) if to any Issuer or Guarantor, initially at its address set forth in the Purchase Agreement.

All such notices and communications shall be deemed to have been duly given when received.

The Initial Purchasers or the Issuers by notice to the other parties may designate additional or different addresses for subsequent notices or communications.

12. Remedies. Each Holder, in addition to being entitled to exercise all rights provided to it herein, in the Indenture or in the Purchase Agreement or granted by law, including recovery of liquidated or other damages, will be entitled to specific performance of its rights under this Agreement. The Issuers and the Guarantors agree that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by them of the provisions of this Agreement and hereby agree to waive in any action for specific performance the defense that a remedy at law would be adequate.

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13. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the parties hereto, their respective successors and assigns, including, without the need for an express assignment or any consent by the Issuers thereto, subsequent Holders of Securities and the New Securities, and the indemnified persons referred to in Section 6 hereof. The Issuers and the Guarantors hereby agree to extend the benefits of this Agreement to any Holder of Securities and the New Securities, and any such Holder may specifically enforce the provisions of this Agreement as if an original party hereto.

14. Counterparts. This Agreement may be signed in one or more counterparts which may be delivered in original form or by telecopier, each of which when so executed shall constitute an original and all of which together shall constitute one and the same agreement.

15. Headings. The section headings used herein are for convenience only and shall not affect the construction hereof.

16. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed in the State of New York. The parties hereto each hereby waive any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement.

17. Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired or affected thereby, it being intended that all of the rights and privileges of the parties shall be enforceable to the fullest extent permitted by law.

18. Securities Held by any Issuer, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by any Issuer or their Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

[Signature pages follow.]

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If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement by and among the Issuers and the Guarantors and the several Initial Purchasers.

Very truly yours,
NIELSEN FINANCE LLC
By:	/s/ Peter K. Gersky
Name:	Peter K. Gersky
Title:	Assistant Treasurer
NIELSEN FINANCE CO.
By:	/s/ Peter K. Gersky
Name:	Peter K. Gersky
Title:	Assistant Treasurer

Signature Page to Senior Registration Rights Agreement

A. C. NIELSEN (ARGENTINA) S.A.
A. C. NIELSEN COMPANY
AC NIELSEN (US), INC.
AC NIELSEN HCI, LLC
ACN HOLDINGS INC.
ACNIELSEN CORPORATION
ACNIELSEN EDI II, INC.
ACNIELSEN INTERNATIONAL RESEARCH (UNITED STATES) LIMITED
BBI MARKETING SERVICES, INC.
BDS (CANADA), LLC
BILLBOARD CAFES, INC.
BROADCAST DATA SYSTEMS, LLC
CLARITAS INC.
CONSUMER RESEARCH SERVICES, INC.
DECISIONS MADE EASY, INC.
EMIS (CANADA), LLC
FOREMOST EXHIBITS, INC.
H R INDUSTRIES, INC.
MFI HOLDINGS, INC.
NIELSEN EDI, INC.
NIELSEN ENTERTAINMENT, LLC
NIELSEN HOLDINGS, INC.
NIELSEN LEASING CORPORATION
NIELSEN MEDIA RESEARCH, INC.
NIELSEN NATIONAL RESEARCH GROUP, INC.
PANEL INTERNATIONAL S.A.
PERQ/HCI, LLC
SPECTRA MARKETING SYSTEMS, INC.
SRDS, INC.
TRADE DIMENSIONS INTERNATIONAL, INC.
VNU BUSINESS MEDIA, INC.
VNU EMEDIA, INC.
VNU EXPOSITIONS, INC.
VNU MARKETING INFORMATION, INC.
VNU MEDIA MEASUREMENT & INFORMATION, INC.
VNU USA PROPERTY MANAGEMENT, INC.
VNU, INC.
VNU/SRDS MANAGEMENT CO., INC.
By:	/s/ Peter K. Gersky
Name:	Peter K. Gersky
Title:	Treasurer

Signature Page to Senior Registration Rights Agreement

ATHENIAN LEASING CORPORATION
NMR INVESTING I, INC.
By:	/s/ Peter K. Gersky
Name:	Peter K. Gersky
Title:	Executive Vice President

Signature Page to Senior Registration Rights Agreement

NMR LICENSING ASSOCIATES, L.P.
a limited partnership
By:	NMR Investing I, Inc.,
	its general partner
By:	/s/ Peter K. Gersky
Name:	Peter K. Gersky
Title:	Executive Vice President

Signature Page to Senior Registration Rights Agreement

NIELSEN HOLDINGS, L.L.C.
A LIMITED LIABILITY COMPANY
By:	ACNielsen corporation,
	its sole member
By:	/s/ Peter K. Gersky
Name:	Peter K. Gersky
Title:	Treasurer

Signature Page to Senior Registration Rights Agreement

SHOWEAST, LLC
a limited liability company
By:	/s/ Peter K. Gersky
Name:	Peter K. Gersky
Title:	Manager

Signature Page to Senior Registration Rights Agreement

GLOBAL MEDIA USA, LLC
Interactive Market Systems, Inc.
By:	/s/ Matthew O’Laughlin
Name:	Matthew O’Laughlin
Title:	Vice President

Signature Page to Senior Registration Rights Agreement

ART HOLDING, L.L.C.
CZT/ACN TRADEMARKS, L.L.C.
By:	/s/ Michael E. Elias
Name:	Michael E. Elias
Title:	President

Signature Page to Senior Registration Rights Agreement

VNU GROUP B.V.
VNU HOLDING AND FINANCE B.V.
VNU INTERMEDIATE HOLDING B.V.
VNU HOLDINGS B.V.
VNU INTERNATIONAL B.V.
VNU SERVICES B.V.
By:	/s/ Authorized Signatory
Name:
Title:
By:	/s/ Authorized Signatory
Name:
Title:

Signature Page to Senior Registration Rights Agreement

The foregoing Agreement is hereby
confirmed and accepted as of the date first above written:
DEUTSCHE BANK SECURITIES INC.
CITIGROUP GLOBAL MARKETS INC. J.P. MORGAN SECURITIES INC. ABN AMRO INCORPORATED
ING BANK N.V.
By:	Deutsche Bank Securities Inc. For itself, and the other several Dollar Initial Purchasers named in Schedule I to the Purchase Agreement
By:	/s/ Authorized Signatory
Name:
Title:
By:	/s/ Authorized Signatory
Name:
Title:
DEUTSCHE BANK SECURITIES INC.
CITIGROUP GLOBAL MARKETS LIMITED J.P. MORGAN SECURITIES LTD. ABN AMRO INCORPORATED
ING BANK N.V.
By:	Deutsche Bank AG, London Branch For itself, and the other several Euro Initial Purchasers named
	in Schedule II to the Purchase Agreement
By:	/s/ Authorized Signatory
Name:
Title:
By:	/s/ Authorized Signatory
Name:
Title:

Signature Page to Senior Registration Rights Agreement

ANNEX A

Each broker-dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it shall deliver a prospectus in connection with any resale of such New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a Prospectus, a broker-dealer shall not be deemed to admit that it is an “underwriter” within the meaning of the Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period of 180 days after consummation of the Registered Exchange Offer, they shall make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

A-1

ANNEX B

Each broker-dealer that receives New Securities for its own account in exchange for Securities, where such Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it shall deliver a Prospectus in connection with any resale of such New Securities. See “Plan of Distribution.”

B-1

ANNEX C

PLAN OF DISTRIBUTION

Each broker-dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until             , 20    , all dealers effecting transactions in the New Securities may be required to deliver a Prospectus.

The Issuers and the Guarantors will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Securities. Any broker-dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act.

For a period of 180 days after the consummation of the Registered Exchange Offer, the Issuers will promptly send additional copies of this Prospectus and any amendments or supplements to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Act.

C-1

[If applicable, add information required by Regulation S-K Items 507 and/or 508.]

C-2

ANNEX D

LANGUAGE TO BE INCLUDED IN LETTER OF TRANSMITTAL

1. PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

                Name:

                Address:

2. If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it shall deliver a Prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a Prospectus, the undersigned shall not be deemed to admit that it is an “underwriter” within the meaning of the Act.

EX-4.6(A)

Exhibit 4.6(a)

EXECUTION VERSION

INDENTURE

Dated as of August 9, 2006

Among

NIELSEN FINANCE LLC,

NIELSEN FINANCE CO.,

THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO

and

LAW DEBENTURE TRUST COMPANY OF NEW YORK,

as Trustee

12 ¹/2% SENIOR SUBORDINATED DISCOUNT NOTES DUE 2016

CROSS-REFERENCE TABLE*

Trust Indenture Act Section	Indenture Section
310(a)(1)	7.10
(a)(2)	7.10
(a)(3)	N.A.
(a)(4)	N.A.
(a)(5)	7.10
(b)	7.10
(c)	N.A.
311(a)	7.11
(b)	7.11
(c)	N.A.
312(a)	2.05
(b)	12.03
(c)	12.03
313(a)	7.06
(b)(1)	N.A.
(b)(2)	7.06;7.07
(c)	7.06;12.02
(d)	7.06
314(a)	4.03;12.02; 12.05
(b)	N.A.
(c)(1)	12.04
(c)(2)	12.04
(c)(3)	N.A.
(d)	N.A.
(e)	12.05
(f)	N.A.
315(a)	7.01
(b)	7.05;12.02
(c)	7.01
(d)	7.01
(e)	6.14
316(a)(last sentence)	2.09
(a)(1)(A)	6.05
(a)(1)(B)	6.04
(a)(2)	N.A.
(b)	6.07
(c)	2.12;9.04
317(a)(1)	6.08
(a)(2)	6.12
(b)	2.04
318(a)	12.01
(b)	N.A.
(c)	12.01

N.A. means not applicable.

* This Cross-Reference Table is not part of the Indenture.

TABLE OF CONTENTS

		Page
	ARTICLE 1
	DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01	Definitions	1
Section 1.02	Other Definitions	32
Section 1.03	Incorporation by Reference of Trust Indenture Act	33
Section 1.04	Rules of Construction	33
Section 1.05	Acts of Holders	34
	ARTICLE 2
	THE NOTES
Section 2.01	Form and Dating; Terms	35
Section 2.02	Execution and Authentication	37
Section 2.03	Registrar and Paying Agent	37
Section 2.04	Paying Agent to Hold Money in Trust	38
Section 2.05	Holder Lists	38
Section 2.06	Transfer and Exchange	38
Section 2.07	Replacement Notes	49
Section 2.08	Outstanding Notes	50
Section 2.09	Treasury Notes	50
Section 2.10	Temporary Notes	50
Section 2.11	Cancellation	51
Section 2.12	Defaulted Interest	51
Section 2.13	CUSIP Numbers	51
	ARTICLE 3
	REDEMPTION
Section 3.01	Notices to Trustee	52
Section 3.02	Selection of Notes to Be Redeemed or Purchased	52
Section 3.03	Notice of Redemption	52
Section 3.04	Effect of Notice of Redemption	53
Section 3.05	Deposit of Redemption or Purchase Price	53
Section 3.06	Notes Redeemed or Purchased in Part	54
Section 3.07	Optional Redemption	54
Section 3.08	Mandatory Redemption	55
Section 3.09	Offers to Repurchase by Application of Excess Proceeds	55

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		Page
	ARTICLE 4
	COVENANTS
Section 4.01	Payment of Notes	57
Section 4.02	Maintenance of Office or Agency	57
Section 4.03	Reports and Other Information	58
Section 4.04	Compliance Certificate	59
Section 4.05	Taxes	59
Section 4.06	Stay, Extension and Usury Laws	59
Section 4.07	Limitation on Restricted Payments	60
Section 4.08	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	67
Section 4.09	Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock	68
Section 4.10	Asset Sales	74
Section 4.11	Transactions with Affiliates	76
Section 4.12	Liens	78
Section 4.13	Corporate Existence	78
Section 4.14	Offer to Repurchase Upon Change of Control	79
Section 4.15	Limitation on Guarantees of Indebtedness by Restricted Subsidiaries	80
Section 4.16	Suspension of Certain Covenants	81
Section 4.17	Limitation on Layering	82
	ARTICLE 5
	SUCCESSORS
Section 5.01	Merger, Consolidation or Sale of All or Substantially All Assets	82
Section 5.02	Successor Corporation Substituted	84
	ARTICLE 6
	DEFAULTS AND REMEDIES
Section 6.01	Events of Default	85
Section 6.02	Acceleration	87
Section 6.03	Other Remedies	87
Section 6.04	Waiver of Past Defaults	87
Section 6.05	Control by Majority	88
Section 6.06	Limitation on Suits	88
Section 6.07	Rights of Holders of Notes to Receive Payment	88
Section 6.08	Collection Suit by Trustee	89
Section 6.09	Restoration of Rights and Remedies	89
Section 6.10	Rights and Remedies Cumulative	89
Section 6.11	Delay or Omission Not Waiver	89
Section 6.12	Trustee May File Proofs of Claim	89
Section 6.13	Priorities	90
Section 6.14	Undertaking for Costs	90

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		Page
	ARTICLE 7
	TRUSTEE
Section 7.01	Duties of Trustee	91
Section 7.02	Rights of Trustee	92
Section 7.03	Individual Rights of Trustee	93
Section 7.04	Trustee’s Disclaimer	93
Section 7.05	Notice of Defaults	93
Section 7.06	Reports by Trustee to Holders of the Notes	93
Section 7.07	Compensation and Indemnity	94
Section 7.08	Replacement of Trustee	94
Section 7.09	Successor Trustee by Merger, etc	95
Section 7.10	Eligibility; Disqualification	95
Section 7.11	Preferential Collection of Claims Against Issuers	95
	ARTICLE 8
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE
Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance	96
Section 8.02	Legal Defeasance and Discharge	96
Section 8.03	Covenant Defeasance	96
Section 8.04	Conditions to Legal or Covenant Defeasance	97
Section 8.05	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions	98
Section 8.06	Repayment to Issuers	99
Section 8.07	Reinstatement	99
	ARTICLE 9
	AMENDMENT, SUPPLEMENT AND WAIVER
Section 9.01	Without Consent of Holders of Notes	99
Section 9.02	With Consent of Holders of Notes	100
Section 9.03	Compliance with Trust Indenture Act	102
Section 9.04	Revocation and Effect of Consents	102
Section 9.05	Notation on or Exchange of Notes	102
Section 9.06	Trustee to Sign Amendments, etc	103
Section 9.07	Payment for Consent	103
	ARTICLE 10
	SUBORDINATION
Section 10.01	Agreement To Subordinate.	103
Section 10.02	Liquidation, Dissolution, Bankruptcy.	103
Section 10.03	Default on Senior Indebtedness of the Issuers.	104
Section 10.04	Acceleration of Payment of Notes.	105
Section 10.05	When Distribution Must Be Paid Over.	105

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		Page
Section 10.06	Subrogation.	105
Section 10.07	Relative Rights.	105
Section 10.08	Subordination May Not Be Impaired by Issuers.	106
Section 10.09	Rights of Trustee and Paying Agent.	106
Section 10.10	Distribution or Notice to Representative.	106
Section 10.11	Not To Prevent Events of Default or Limit Right To Accelerate.	106
Section 10.12	Trust Moneys Not Subordinated.	106
Section 10.13	Trustee Entitled To Rely.	107
Section 10.14	Trustee To Effectuate Subordination.	107
Section 10.15	Trustee Not Fiduciary for Holders of Senior Indebtedness of the Issuers.	107
Section 10.16	Reliance by Holders of Senior Indebtedness of the Issuers on Subordination Provisions.	107
	ARTICLE 11
	GUARANTEES
Section 11.01	Guarantee	108
Section 11.02	Limitation on Guarantor Liability	109
Section 11.03	Execution and Delivery	110
Section 11.04	Subrogation	110
Section 11.05	Benefits Acknowledged	110
Section 11.06	Release of Guarantees	110
Section 11.07	Certain Dutch Matters	111
	ARTICLE 12
	SUBORDINATION OF GUARANTEES
Section 12.01	Agreement To Subordinate.	111
Section 12.02	Liquidation, Dissolution, Bankruptcy.	111
Section 12.03	Default on Senior Indebtedness of a Guarantor.	112
Section 12.04	Demand for Payment.	113
Section 12.05	When Distribution Must Be Paid Over.	113
Section 12.06	Subrogation.	113
Section 12.07	Relative Rights.	113
Section 12.08	Subordination May Not Be Impaired by a Guarantor.	114
Section 12.09	Rights of Trustee and Paying Agent.	114
Section 12.10	Distribution or Notice to Representative.	114
Section 12.11	Article 12 Not To Prevent Events of Default or Limit Right To Demand Payment.	114
Section 12.12	Trust Moneys Not Subordinated.	115
Section 12.13	Trustee Entitled To Rely.	115
Section 12.14	Trustee To Effectuate Subordination.	115
Section 12.15	Trustee Not Fiduciary for Holders of Senior Indebtedness of Guarantors.	115
Section 12.16	Reliance by Holders of Senior Indebtedness of a Guarantor on Subordination Provisions.	115

-iv-

		Page
	ARTICLE 13
	SATISFACTION AND DISCHARGE
Section 13.01	Satisfaction and Discharge	116
Section 13.02	Application of Trust Money	117
	ARTICLE 14
	MISCELLANEOUS
Section 14.01	Trust Indenture Act Controls	117
Section 14.02	Notices	117
Section 14.03	Communication by Holders of Notes with Other Holders of Notes	119
Section 14.04	Certificate and Opinion as to Conditions Precedent	119
Section 14.05	Statements Required in Certificate or Opinion	119
Section 14.06	Rules by Trustee and Agents	120
Section 14.07	No Personal Liability of Directors, Officers, Employees and Stockholders	120
Section 14.08	Governing Law	120
Section 14.09	Waiver of Jury Trial	120
Section 14.10	Force Majeure	120
Section 14.11	No Adverse Interpretation of Other Agreements	120
Section 14.12	Successors	120
Section 14.13	Severability	121
Section 14.14	Counterpart Originals	121
Section 14.15	Table of Contents, Headings, etc	121
Section 14.16	Qualification of Indenture	121
Section 14.17	Agent for Service; Submission to Jurisdiction; Waiver of Immunity	121
EXHIBITS
Exhibit A	Form of Note
Exhibit B	Form of Certificate of Transfer
Exhibit C	Form of Certificate of Exchange
Exhibit D	Form of Supplemental Indenture to Be Delivered by Subsequent Guarantors

-v-

INDENTURE, dated as of August 9, 2006, among Nielsen Finance LLC, a Delaware limited liability company (“Nielsen LLC”), Nielsen Finance Co., a Delaware corporation (“Nielsen Co.”), the Guarantors (as defined herein) listed on the signature pages hereto and Law Debenture Trust Company of New York, as Trustee.

W I T N E S S E T H

WHEREAS, Nielsen LLC and Nielsen Co. have duly authorized the creation of an issue of $1,070,000,000 aggregate principal amount at maturity of 12 ¹/2% Senior Subordinated Discount Notes due 2016 (the “Initial Notes”); and

WHEREAS, each of Nielsen LLC, Nielsen Co. and each of the Guarantors has duly authorized the execution and delivery of this Indenture.

NOW, THEREFORE, Nielsen LLC, Nielsen Co., the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Notes.

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01 Definitions.

“144A Global Note” means a Global Note substantially in the form of Exhibit A hereto, as the case may be, bearing the Global Note Legend, the OID Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount at maturity of the Notes sold in reliance on Rule 144A.

“Accreted Value” means, as of any date (the “Specified Date”) the amount provided below for each $1,000 principal amount at maturity of Notes:

(a) if the Specified Date occurs on one of the following dates (each, a “Semi-Annual Accrual Date”), the Accreted Value will equal the amount set forth below for such Semi-Annual Accrual Date:

Semi-Annual Accrual Date	Accreted Value
February 1, 2007	$	579.48
August 1, 2007	$	615.70
February 1, 2008	$	654.18
August 1, 2008	$	695.07
February 1, 2009	$	738.51
August 1, 2009	$	784.66
February 1, 2010	$	833.71
August 1, 2010	$	885.81
February 1, 2011	$	941.18
August 1, 2011	$	1,000.00

The foregoing Accreted Values shall be increased, if necessary, to reflect any accretion of Additional Interest;

(b) if the Specified Date occurs before the first Semi-Annual Accrual Date, the Accreted Value will equal the sum of (A) the original issue (for each $1,000 principal amount at maturity) price of a Note and (B) the amount equal to the product of (x) the Accreted Value for the first Semi-Annual Accrual Date less such original issue price multiplied by (y) a fraction, the numerator of which is the number of days from the Issue Date to the Specified Date, using a 360-day year of twelve 30-day months, and the denominator of which is the number of days from the Issue Date to the first Semi-Annual Accrual Date, using a 360-day year of twelve 30-day months.

(c) if the Specified Date occurs between two Semi-Annual Accrual Dates, the Accreted Value will equal the sum of (A) the Accreted Value for the Semi-Annual Accrual Date immediately preceding such Specified Date and (B) an amount equal to the product of (x) the Accreted Value for the immediately following Semi-Annual Accrual Date less the Accreted Value for the Semi-Annual Accrual Date immediately preceding such Specified Date multiplied by (y) a fraction, the numerator of which is the number of days from the immediately preceding Semi-Annual Accrual Date to the Specified Date, using a 360-day year of twelve 30-day months, and the denominator of which is 180; or

(d) if the Specified Date occurs on or after August 1, 2011, the Accreted Value will equal $1,000.

“ACN” means ACN Holdings, Inc., a Delaware corporation.

“Acquired Indebtedness” means, with respect to any specified Person,

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Restricted Subsidiary of such specified Person, and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Additional Interest” means all additional interest then owing pursuant to the Registration Rights Agreement.

“Additional Notes” means additional Notes (other than the Initial Notes and other than Exchange Notes for such Initial Notes) issued from time to time under this Indenture in accordance with Sections 2.01 and 4.09 hereof.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

-2-

“Agent” means any Registrar or Paying Agent.

“Applicable Premium” means with respect to any Note on any Redemption Date, the greater of:

(a) 1.0% of the Accreted Value of such Note on such Redemption Date; and

(b) the excess, if any, of (i) the present value at such Redemption Date of the redemption price of such Note at August 1, 2011 (each such redemption price being set forth in Section 3.07(d) hereof, computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over (ii) the Accreted Value of such Note.

“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and/or Clearstream that apply to such transfer or exchange.

“Asset Sale” means:

(1) the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets (including by way of a Sale and Lease-Back Transaction) of a Covenant Party or any of the Restricted Subsidiaries (each referred to in this definition as a “disposition”); or

(2) the issuance or sale of Equity Interests of any Covenant Party or any Restricted Subsidiary, whether in a single transaction or a series of related transactions;

in each case, other than:

(a) any disposition of Cash Equivalents or Investment Grade Securities or obsolete or worn out equipment in the ordinary course of business or any disposition of inventory or goods (or other assets) held for sale in the ordinary course of business;

(b) the disposition of all or substantially all of the assets of the Covenant Parties and Restricted Subsidiaries in a manner permitted pursuant to the provisions described under Section 5.01 hereof or any disposition that constitutes a Change of Control pursuant to this Indenture;

(c) the making of any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under Section 4.07 hereof;

(d) any disposition of assets or issuance or sale of Equity Interests of any Covenant Party or Restricted Subsidiary in any transaction or series of transactions with an aggregate fair market value of less than $50.0 million;

(e) any disposition of property or assets or issuance of securities by a Restricted Subsidiary or a Covenant Party to another Covenant Party or by a Covenant Party or a Restricted Subsidiary to another Restricted Subsidiary;

-3-

(f) to the extent allowable under Section 1031 of the Internal Revenue Code of 1986, any exchange of like property (excluding any boot thereon) for use in a Similar Business;

(g) the lease, assignment or sub-lease of any real or personal property in the ordinary course of business;

(h) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

(i) any issuance or sale of Equity Interests of VNUHF;

(j) foreclosures on assets;

(k) sales of accounts receivable, or participations therein, in connection with any Receivables Facility;

(l) any sale, conveyance, transfer or other disposition of the Transactions Intercompany Obligations; and

(m) any financing transaction with respect to property built or acquired by a Covenant Party or any Restricted Subsidiary after the Issue Date, including Sale and Lease-Back Transactions and asset securitizations permitted by this Indenture.

“Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors.

“Broker-Dealer” has the meaning set forth in the Registration Rights Agreement.

“Business Day” means each day which is not a Legal Holiday.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP.

“Capitalized Software Expenditures” shall mean, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by a Person and its Subsidiaries that are Covenant Parties or Restricted Subsidiaries during such period in respect of purchased software or internally developed software and software enhancements that, in conformity with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of such Person and such Subsidiaries.

-4-

“Cash Equivalents” means:

(1) United States dollars;

(2)(a) euro, or any national currency of any participating member state of the EMU; or

(b) in the case of any Covenant Party or Restricted Subsidiary, such local currencies held by them from time to time in the ordinary course of business;

(3) securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government, any member of the European Union or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition;

(4) certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus of not less than $500.0 million in the case of U.S. banks and $100.0 million (or the U.S. dollar equivalent as of the date of determination) in the case of non-U.S. banks;

(5) repurchase obligations for underlying securities of the types described in clauses (3) and (4) entered into with any financial institution meeting the qualifications specified in clause (4) above;

(6) commercial paper rated at least P-1 by Moody’s or at least A-1 by S&P and in each case maturing within 24 months after the date of creation thereof;

(7) marketable short-term money market and similar securities having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) and in each case maturing within 24 months after the date of creation thereof;

(8) investment funds investing 95% of their assets in securities of the types described in clauses (1) through (7) above;

(9) readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from either Moody’s or S&P with maturities of 24 months or less from the date of acquisition;

(10) Indebtedness or Preferred Stock issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from Moody’s with maturities of 24 months or less from the date of acquisition; and

(11) Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s.

-5-

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (1) and (2) above, provided that such amounts are converted into any currency listed in clauses (1) and (2) as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

“Change of Control” means the occurrence of any of the following:

(1) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Covenant Parties and the Restricted Subsidiaries, taken as a whole, to any Person other than a Permitted Holder; or

(2) the Issuers become aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than the Permitted Holders, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of a majority or more of the total voting power of the Voting Stock of an Issuer.

“Clearstream” means Clearstream Banking, Société Anonyme.

“Consolidated Depreciation and Amortization Expense” means, with respect to any Person, for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees and Capitalized Software Expenditures and amortization of unrecognized prior service costs and actuarial gains and losses related to pensions and other post-employment benefits, of such Person and its Subsidiaries that are Covenant Parties or Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

“Consolidated Indebtedness” means, as of any date of determination, the sum, without duplication, of (1) the total amount of Indebtedness of the Covenant Parties and the Restricted Subsidiaries, plus (2) the aggregate liquidation value of all Disqualified Stock of the Issuers and the Restricted Guarantors and all Preferred Stock of the Restricted Subsidiaries that are not Guarantors, in each case, determined on a consolidated basis in accordance with GAAP.

“Consolidated Interest Expense” means, with respect to any Person for any period, without duplication, the sum of:

(1) consolidated interest expense of such Person and its Subsidiaries that are Covenant Parties or Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (c) non-cash interest expense (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (d) the interest component of Capitalized Lease Obligations, and (e) net payments, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding (w) any Additional Interest and any “additional interest” with respect to the Notes, (x) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, (y) any expensing of bridge, commitment and other financing fees and (z) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Receivables Facility); plus

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(2) consolidated capitalized interest of such Person and such Subsidiaries for such period, whether paid or accrued; plus

(3) Restricted Payments made by such Person of the type permitted to be made by Section 4.07(b)(15)(f); less

(4) interest income of such Person and such Subsidiaries for such period.

For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by the Issuers to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

“Consolidated Leverage Ratio” means, as of the date of determination, the ratio of (a) the Consolidated Indebtedness of the Covenant Parties and the Restricted Subsidiaries on such date less the amount of cash and Cash Equivalents in excess of any Restricted Cash that would be stated on the balance sheet of the Covenant Parties and the Restricted Subsidiaries and held by the Covenant Parties and the Restricted Subsidiaries as of such date of determination, as determined in accordance with GAAP, to (b) EBITDA of the Covenant Parties and the Restricted Subsidiaries for the most recently ended four fiscal quarters ending immediately prior to such date for which internal financial statements are available.

In the event that a Covenant Party or any Restricted Subsidiary (i) incurs, assumes, guarantees, redeems, retires or extinguishes any Indebtedness (other than, for purposes of calculating EBITDA only, Indebtedness incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) or (ii) issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Consolidated Leverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Consolidated Leverage Ratio is made (the “Consolidated Leverage Ratio Calculation Date”), then the Consolidated Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period.

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, amalgamations, consolidations and discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business, and other operational changes that a Covenant Party or any of the Restricted Subsidiaries has determined to make and/or made during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Consolidated Leverage Ratio Calculation Date shall be calculated on a pro forma basis in accordance with GAAP assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, discontinued operations and other operational changes (and the change in any associated Fixed Charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into a Covenant Party or any of the Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, merger, amalgamation, consolidation, discontinued operation or operational change, in each case with respect to an operating unit of a business, that would have required adjustment pursuant to this definition, then the Consolidated Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, consolidation, discontinued operation or operational change had occurred at the beginning of the applicable four-quarter period.

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For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of an Issuer. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Consolidated Leverage Ratio Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of an Issuer to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period except as set forth in the first paragraph of this definition. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Issuers may designate. Any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Issuers as set forth in an Officer’s Certificate, to reflect (1) operating expense reductions and other operating improvements or synergies reasonably expected to result from any acquisition, amalgamation, merger or operational change (including, to the extent applicable, from the Transactions) and (2) all adjustments of the nature used in connection with the calculation of “Pro Forma Adjusted EBITDA” as set forth in footnote 8 to the “Summary Historical and Pro Forma Financial Information” under “Offering Memorandum Summary” in the Offering Memorandum to the extent such adjustments, without duplication, continue to be applicable to such four-quarter period. Notwithstanding anything to the contrary, the aggregate amount of projected operating expense reductions, operating improvements and synergies included in any such pro forma calculation shall not exceed $125.0 million for any four consecutive quarter period (which adjustments may be incremental to pro forma adjustments made pursuant to the immediately preceding paragraph).

For the purposes of this definition, any amount in a currency other than U.S. dollars will be converted to U.S. dollars based on the average exchange rate for such currency for the most recent twelve month period immediately prior to the date of determination determined in a manner consistent with that used in calculating EBITDA for the applicable period.

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income, of such Person and its Subsidiaries that are Covenant Parties or Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that, without duplication,

(1) any after-tax effect of extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses (including relating to the Transactions), duplicative running costs associated with the European Data Factory, severance, relocation costs and curtailments or modifications to pension and post-retirement employee benefit plans shall be excluded,

(2) the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period, including changes from international financial reporting standards to United States financial reporting standards,

(3) any after-tax effect of income (loss) from disposed or discontinued operations and any net after-tax gains or losses on disposal of disposed, abandoned or discontinued operations shall be excluded,

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(4) any after-tax effect of gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions other than in the ordinary course of business, as determined in good faith by the Issuers, shall be excluded,

(5) the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of such Person shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to such Person or a Subsidiary thereof that is a Covenant Party or a Restricted Subsidiary in respect of such period,

(6) solely for the purpose of determining the amount available for Restricted Payments under clause (3)(a) of Section 4.07(a) hereof, the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded if the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination wholly permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived, provided that Consolidated Net Income of the Covenant Parties will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) to a Covenant Party or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein,

(7) effects of purchase accounting adjustments (including the effects of such adjustments pushed down to such Person and such Subsidiaries) in component amounts required or permitted by GAAP, resulting from the application of purchase accounting in relation to the Transactions or any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded,

(8) any after-tax effect of income (loss) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments shall be excluded,

(9) any impairment charge or asset write-off, in each case, pursuant to GAAP and the amortization of intangibles arising pursuant to GAAP shall be excluded,

(10) any non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights shall be excluded,

(11) any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with the Transactions and any acquisition, Investment, Asset Sale, issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument (in each case, including any such transaction consummated prior to the Issue Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction shall be excluded, and

(12) accruals and reserves that are established within twelve months after the Issue Date that are so required to be established as a result of the Transactions in accordance with GAAP shall be excluded.

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Notwithstanding the foregoing, for the purpose of Section 4.07 hereof only (other than clause (3)(d) of Section 4.07(a) hereof), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Covenant Parties and the Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from the Covenant Parties and the Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by any of the Covenant Parties or any of the Restricted Subsidiaries, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under clause (3)(d) of Section 4.07(a) hereof.

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent,

(1) to purchase any such primary obligation or any property constituting direct or indirect security therefor,

(2) to advance or supply funds

(a) for the purchase or payment of any such primary obligation, or

(b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or

(3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

“Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in Section 14.02 hereof or such other address as to which the Trustee may give notice to the Holders and the Issuers.

“Covenant Parties” means each of VNUHF, VNU International, B.V., and the Issuers.

“Credit Facilities” means, with respect to a Covenant Party or any of the Restricted Subsidiaries, one or more debt facilities, including the Senior Credit Facilities, or other financing arrangements (including, without limitation, commercial paper facilities or indentures) providing for revolving credit loans, term loans, letters of credit or other long-term indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof and any indentures or credit facilities or commercial paper facilities that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount permitted to be borrowed thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under Section 4.09 hereof) or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders.

“Custodian” means DBTCA, as custodian with respect to the Global Notes, or any successor entity thereto.

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“DBTCA” means Deustche Bank Trust Company Americas.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06(c) hereof, substantially in the form of Exhibit A hereto, except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

“Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as Depositary hereunder and having become such pursuant to the applicable provision of this Indenture.

“Designated Non-cash Consideration” means the fair market value of non-cash consideration received by a Covenant Party or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of an Issuer, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

“Designated Preferred Stock” means Preferred Stock of a Covenant Party, a Restricted Subsidiary or any direct or indirect parent corporation thereof (in each case other than Disqualified Stock) that is issued for cash (other than to a Covenant Party or a Restricted Subsidiary or an employee stock ownership plan or trust established by a Covenant Party or any their respective Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate executed by the principal financial officer of the Issuers, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (3) of Section 4.07(a) hereof.

“Designated Senior Indebtedness” means:

(1) any Indebtedness outstanding under the Senior Credit Facilities; and

(2) any other Senior Indebtedness permitted under this Indenture, the principal amount of which is $50.0 million or more and that has been designated by an Issuer as “Designated Senior Indebtedness.”

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than solely as a result of a change of control or asset sale) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely as a result of a change of control or asset sale), in whole or in part, in each case prior to the date 91 days after the earlier of the maturity date of the Notes or the date the Notes are no longer outstanding; provided, however, that if such Capital Stock is issued to any plan for the benefit of employees of the Covenant Parties or their respective Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased in order to satisfy applicable statutory or regulatory obligations.

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“Domestic Subsidiary” means any Subsidiary of a Covenant Party that is organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof

“EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person and its Subsidiaries that are Covenant Parties or Restricted Subsidiaries for such period

(1) increased (without duplication) by:

(a) provision for taxes based on income or profits or capital, including, without limitation, state, franchise and similar taxes and foreign withholding taxes of such Person and such Subsidiaries paid or accrued during such period deducted (and not added back) in computing Consolidated Net Income; plus

(b) Fixed Charges (other than clause (3) of the definition of Consolidated Interest Expense, except to the extent that such amount has been deducted in the calculation of Consolidated Net Income) of such Person and such Subsidiaries for such period (including (x) net losses on Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk and (y) costs of surety bonds in connection with financing activities, in each case, to the extent included in Fixed Charges) to the extent the same was deducted (and not added back) in calculating such Consolidated Net Income; plus

(c) Consolidated Depreciation and Amortization Expense of such Person and such Subsidiaries for such period to the extent the same were deducted (and not added back) in computing Consolidated Net Income; plus

(d) any expenses or charges (other than depreciation or amortization expense) related to any Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or the incurrence or repayment of Indebtedness permitted to be incurred by this Indenture (including a refinancing thereof) (whether or not successful), including (i) such fees, expenses or charges related to the offering of the Notes and the Senior Notes and the Credit Facilities, (ii) any amendment or other modification of the Notes, and, in each case, deducted (and not added back) in computing Consolidated Net Income, (iii) any Additional Interest and any “additional interest” with respect to the Senior Notes and (iv) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Receivables Facility; plus

(e) the amount of any business optimization expense and restructuring charge or reserve deducted (and not added back) in such period in computing Consolidated Net Income, including any restructuring costs incurred in connection with acquisitions after the Issue Date, costs related to the closure and/or consolidation of facilities, retention charges, systems establishment costs and excess pension charges; plus

(f) any other non-cash charges, including any write offs or write downs, reducing Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from EBITDA in such future period to the extent paid, but excluding from this proviso, for the avoidance of doubt, amortization of a prepaid cash item that was paid in a prior period); plus

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(g) the amount of any minority interest expense consisting of Subsidiary income attributable to minority equity interests of third parties in any non-Wholly-Owned Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income; plus

(h) the amount of management, monitoring, consulting, transaction and advisory fees and related expenses paid in such period to the Investors to the extent otherwise permitted under Section 4.11 hereof; plus

(i) the amount of loss on sale of receivables and related assets to the Receivables Subsidiary in connection with a Receivables Facility; plus

(j) any costs or expense incurred by such Person or any such Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of an Issuer or a Restricted Guarantor or net cash proceeds of an issuance of Equity Interest of an Issuer or Restricted Guarantor (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation set forth in clause (3) of Section 4.07(a) hereof;

(2) decreased by (without duplication) (a) non-cash gains increasing Consolidated Net Income of such Person and such Subsidiaries for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any prior period and (b) solely for the purpose of calculating EBITDA on a cumulative basis for purposes of Section 4.07(a)(3)(a), $90.0 million, and

(3) increased or decreased by (without duplication):

(a) any net gain or loss resulting in such period from Hedging Obligations and the application of Statement of Financial Accounting Standards No. 133 and International Accounting Standards No. 39 and their respective related pronouncements and interpretations; plus or minus, as applicable,

(b) any net gain or loss resulting in such period from currency translation gains or losses related to currency remeasurements of indebtedness (including any net loss or gain resulting from hedge agreements for currency exchange risk).

“EMU” means economic and monetary union as contemplated in the Treaty on European Union.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock.

“Equity Offering” means any public or private sale of common stock or Preferred Stock of a VNUHF or of a direct or indirect parent of a VNUHF (excluding Disqualified Stock), other than:

(1) public offerings with respect to any such Person’s common stock registered on Form S-8;

(2) issuances to a Covenant Party or any Subsidiary of a Covenant Party; and

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(3) any such public or private sale that constitutes an Excluded Contribution.

“euro” means the single currency of participating member states of the EMU.

“Euroclear” means Euroclear S.A./N.V., as operator of the Euroclear system.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Exchange Notes” means the Notes issued in the Exchange Offer pursuant to Section 2.06(f) hereof.

“Exchange Offer” has the meaning set forth in the Registration Rights Agreement.

“Exchange Offer Registration Statement” has the meaning set forth in the Registration Rights Agreement.

“Excluded Contribution” means net cash proceeds, marketable securities or Qualified Proceeds received by or contributed to a Covenant Party from,

(1) contributions to its common equity capital, and

(2) the sale (other than to a Covenant Party or a Subsidiary of a Covenant Party or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of a Covenant Party or a Subsidiary of a Covenant Party) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of VNUHF or any direct or indirect parent of VNUHF,

in each case designated as Excluded Contributions pursuant to an Officer’s Certificate on the date such capital contributions are made or the date such Equity Interests are sold, as the case may be, which are excluded from the calculation set forth in clause (3) of Section 4.07(a) hereof.

“Fixed Charges” means, with respect to any Person for any period, the sum, without duplication, of:

(1) Consolidated Interest Expense of such Person and its Subsidiaries that are Covenant Parties or Restricted Subsidiaries for such period; plus

(2) all cash dividends or other distributions paid to any Person other than such Person or any such Subsidiary (excluding items eliminated in consolidation) on any series of Preferred Stock of a Covenant Party or a Restricted Subsidiary during such period; plus

(3) all cash dividends or other distributions paid to any Person other than such Person or any such Subsidiary (excluding items eliminated in consolidation) on any series of Disqualified Stock of a Covenant Party or a Restricted Subsidiary during such period.

“Foreign Parent” means VNU Group B.V. (formerly known as VNU N.V.), VNU Intermediate Holding B.V. and any other direct or indirect parent organization of a Covenant Party that is a subsidiary of VNU Group B.V. (formerly known as VNU N.V.).

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“Foreign Subsidiary” means any Restricted Subsidiary that is not a Guarantor and that is not organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof and any Restricted Subsidiary of such Foreign Subsidiary.

“GAAP” means generally accepted accounting principles in the United States which are in effect on the Issue Date.

“Global Note Legend” means the legend set forth in Section 2.06(g)(ii) hereof, which is required to be placed on all Global Notes issued under this Indenture.

“Global Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes, substantially in the form of Exhibit A hereto, as the case may be, issued in accordance with Section 2.01, 2.06(b), 2.06(d) or 2.06(f) hereof.

“Government Securities” means securities that are:

(1) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or

(2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,

which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.

“guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

“Guarantee” means the guarantee by any Guarantor of the Issuers’ Obligations under this Indenture.

“Guarantor” means, each Person that Guarantees the Notes in accordance with the terms of this Indenture.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap agreement or similar agreement providing for the transfer or mitigation of interest rate or currency risks either generally or under specific contingencies.

“Holder” means the Person in whose name a Note is registered on the Registrar’s books.

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“Holdings Debt” means Indebtedness of VNU outstanding on the Issue Date (after giving pro forma effect to the Transactions) as reflected in VNU’s balance sheet and refinancings thereof that do not increase the aggregate principal amount thereof, except to the extent of additional Indebtedness incurred to pay premiums (including tender premiums), defeasance costs and fees and expenses in connection therewith.

“Indebtedness” means, with respect to any Person, without duplication:

(1) any indebtedness (including principal and premium) of such Person, whether or not contingent:

(a) in respect of borrowed money;

(b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof);

(c) representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), except (i) any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business, (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP and (iii) liabilities accrued in the ordinary course of business; or

(d) representing any Hedging Obligations;

if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;

(2) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred to in clause (1) of a third Person (whether or not such items would appear upon the balance sheet of the such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business; and

(3) to the extent not otherwise included, the obligations of the type referred to in clause (1) of a third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person;

provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include (a) Contingent Obligations incurred in the ordinary course of business, (b) obligations under or in respect of Receivables Facilities, (c) any intercompany indebtedness (including intercompany indebtedness to a Foreign Parent) having a term not exceeding 364 days (inclusive of any rollover or extensions of terms) and made in the ordinary course of business consistent with past practice and (d) the Parent Intercompany Debt.

“Indenture” means this Indenture, as amended or supplemented from time to time.

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“Independent Financial Advisor” means an accounting, appraisal, investment banking firm or consultant to Persons engaged in Similar Businesses of nationally recognized standing that is, in the good faith judgment of the Issuers, qualified to perform the task for which it has been engaged.

“Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

“Initial Notes” has the meaning assigned to such term in the recitals hereto.

“Initial Purchasers” means Deutsche Bank Securities Inc., Citigroup Global Markets Inc., J.P. Morgan Securities Inc., ABN AMRO Incorporated and ING Bank N.V.

“Interest Payment Date” means February 1 and August 1 of each year to stated maturity.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.

“Investment Grade Securities” means:

(1) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents);

(2) debt securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among the Issuers and the Subsidiaries of any Covenant Party;

(3) investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending investment or distribution; and

(4) corresponding instruments in countries other than the United States customarily utilized for high quality investments.

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers, commission, travel and similar advances to officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of such Person in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of “Unrestricted Subsidiary” and Section 4.07 hereof:

(1) “Investments” shall include the portion (proportionate to the applicable Covenant Party’s direct or indirect equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of a Covenant Party at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Issuers or applicable Restricted Subsidiary shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to:

(a) the Covenant Party’s direct or indirect “Investment” in such Subsidiary at the time of such redesignation; less

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(b) the portion (proportionate to the Covenant Party’s direct or indirect equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and

(2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Issuers.

“Investors” means AlpInvest Partners, The Blackstone Group, The Carlyle Group, Hellman & Friedman, Kohlberg Kravis Roberts & Co., Thomas H. Lee Partners and each of their respective Affiliates but not including, however, any operating portfolio companies of any of the foregoing.

“Issue Date” means August 9, 2006.

“Issuer Order” means a written request or order signed on behalf of the Issuers by Officers of the Issuers, who must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of such Issuer, and delivered to the Trustee.

“Issuers” mean Nielsen Finance LLC and Nielsen Finance Co.

“Legal Holiday” means a Saturday, a Sunday or a day on which commercial banking institutions are not required to be open in the State of New York.

“Letter of Transmittal” means the letter of transmittal to be prepared by the Issuers and sent to all Holders of the Notes for use by such Holders in connection with the Exchange Offer.

“Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien.

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business.

“Net Income” means, with respect to any Person, the net income (loss) of such Person and its Subsidiaries that are Covenant Parties or Restricted Subsidiaries, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.

“Net Proceeds” means the aggregate cash proceeds received by any of the Covenant Parties or any of the Restricted Subsidiaries in respect of any Asset Sale, including any cash received upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale, net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration, including legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts

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required to be applied to the repayment of principal, premium, if any, and interest on Senior Indebtedness required (other than required by clause (1) of Section 4.10(b) hereof) to be paid as a result of such transaction and any deduction of appropriate amounts to be provided by a Covenant Party or any of the Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by a Covenant Party or any of the Restricted Subsidiaries after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

“Non-U.S. Person” means a Person who is not a U.S. Person.

“Notes” means the Initial Notes and more particularly means any Note authenticated and delivered under this Indenture. For all purposes of this Indenture, the term “Notes” shall also include any Additional Notes that may be issued under a supplemental indenture. For purposes of this Indenture, all references to Notes to be issued or authenticated upon transfer, replacement or exchange shall be deemed to refer to Notes of the applicable series.

“Obligations” means any principal (including any accretion), interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal (including any accretion), interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

“Offering Memorandum” means the offering memorandum, dated August 1, 2006, relating to the sale of the Initial Notes.

“Officer” means the Chairman of the Board, the Chief Executive Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of each Issuer.

“Officer’s Certificate” means a certificate signed on behalf of the Issuers by an Officer of the Issuers, who must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Issuers, that meets the requirements set forth in this Indenture.

“OID Legend” means the legend set forth in Section 2.06(g)(iv) hereof to be placed on all Notes issued under this Indenture.

“Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Issuers or the Trustee.

“Parent Intercompany Debt” means the intercompany loan of VNU to VNUHF, as in effect on the Issue Date after giving effect to the Transactions.

“Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream).

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“Permitted Asset Swap” means the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between a Covenant Party or any of the Restricted Subsidiaries and another Person; provided, that any cash or Cash Equivalents received must be applied in accordance with Section 4.10 hereof.

“Permitted Holders” means each of the Investors and members of management of a Covenant Party, a Restricted Subsidiary or any direct or indirect parent entity of the foregoing who are holders of Equity Interests of VNU or its direct or indirect parent organizations on the Issue Date and any group (within the meaning of Section 13(d)(3) or section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members; provided, that, in the case of such group and without giving effect to the existence of such group or any other group, such Investors and members of management, collectively, have beneficial ownership of more than 50% of the total voting power of the Voting Stock of VNU or any of its direct or indirect parent companies.

“Permitted Investments” means:

(1) any Investment in a Covenant Party or any of the Restricted Subsidiaries;

(2) any Investment in cash and Cash Equivalents or Investment Grade Securities;

(3) any Investment by a Covenant Party or any of the Restricted Subsidiaries in a Person that is engaged in a Similar Business if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary; or

(b) such Person, in one transaction or a series of related transactions, is merged or consolidated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, a Covenant Party or a Restricted Subsidiary,

and, in each case, any Investment held by such Person; provided, that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer;

(4) any Investment in securities or other assets not constituting cash, Cash Equivalents or Investment Grade Securities and received in connection with an Asset Sale made pursuant to the provisions of Section 4.10 hereof or any other disposition of assets not constituting an Asset Sale;

(5) any Investment existing on the Issue Date or made pursuant to binding commitments in effect on the Issue Date or an Investment consisting of any extension, modification or renewal of any Investment existing on the Issue Date; provided that the amount of any such Investment may be increased (x) as required by the terms of such Investment as in existence on the Issue Date or (y) as otherwise permitted under this Indenture;

(6) any Investment acquired by a Covenant Party or any of the Restricted Subsidiaries:

(a) in exchange for any other Investment or accounts receivable held by such Covenant Party or any such Restricted Subsidiary in connection with or as a result of a bankruptcy workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable; or

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(b) as result of a foreclosure by a Covenant Party or any of the Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(7) Hedging Obligations permitted under clause (9) of Section 4.09(b) hereof;

(8) any Investment in a Similar Business having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (8) that are at that time outstanding, not to exceed 2.5% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(9) Investments the payment for which consists of Equity Interests (exclusive of Disqualified Stock) of a Covenant Party or any of their respective direct or indirect parent companies; provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under clause (3) of Section 4.07(a) hereof;

(10) guarantees of Indebtedness permitted under Section 4.09 hereof;

(11) any transaction to the extent it constitutes an Investment that is permitted and made in accordance with the provisions of Section 4.11(b) hereof (except transactions described in clauses (2), (5) and (9) of Section 4.11(b) hereof);

(12) Investments consisting of purchases and acquisitions of inventory, supplies, material or equipment;

(13) additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (13) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities), not to exceed 2.5% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(14) Investments relating to a Receivables Subsidiary that, in the good faith determination of the Issuers are necessary or advisable to effect any Receivables Facility;

(15) advances to, or guarantees of Indebtedness of, employees not in excess of $15.0 million outstanding at any one time, in the aggregate;

(16) loans and advances to officers, directors and employees for business-related travel expenses, moving expenses and other similar expenses, in each case incurred in the ordinary course of business or consistent with past practices or to fund such Person’s purchase of Equity Interests of the Issuers or any direct or indirect parent company thereof; and

(17) Investments in joint ventures in an aggregate amount not to exceed $25.0 million outstanding at any one time, in the aggregate.

“Permitted Junior Securities” means:

(1) Equity Interests in an Issuer, any Restricted Guarantor or any direct or indirect parent of a Covenant Party; or

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(2) unsecured debt securities that are subordinated to all Senior Indebtedness (and any debt securities issued in exchange for Senior Indebtedness) to substantially the same extent as, or to a greater extent than, the Notes and the related Guarantees are subordinated to Senior Indebtedness under this Indenture;

provided that the term “Permitted Junior Securities” shall not include any securities distributed pursuant to a plan of reorganization if the Indebtedness under the Senior Credit Facilities is treated as part of the same class as the Notes for purposes of such plan of reorganization; provided further that to the extent that any Senior Indebtedness of an Issuer or the Guarantors outstanding on the date of consummation of any such plan of reorganization is not paid in full in cash on such date, the holders of any such Senior Indebtedness not so paid in full in cash have consented to the terms of such plan of reorganization.

“Permitted Liens” means, with respect to any Person:

(1) pledges or deposits by such Person under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business;

(2) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(3) Liens for taxes, assessments or other governmental charges not yet overdue for a period of more than 30 days or payable or subject to penalties for nonpayment or which are being contested in good faith by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(4) Liens in favor of issuers of performance and surety bonds or bid bonds or with respect to other regulatory requirements or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business;

(5) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental, to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(6) Liens securing Indebtedness permitted to be incurred pursuant to clause (4) or 17 of Section 4.09(b) hereof; provided that Liens securing Indebtedness permitted to be incurred pursuant to clause (17) extend only to the assets of Foreign Subsidiaries;

(7) Liens existing on the Issue Date;

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(8) Liens on property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided further, however, that such Liens may not extend to any other property owned by a Covenant Party or any of the Restricted Subsidiaries;

(9) Liens on property at the time a Covenant Party or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into a Covenant Party or any of the Restricted Subsidiaries; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition; provided further, however, that the Liens may not extend to any other property owned by a Covenant Party or any of the Restricted Subsidiaries;

(10) Liens securing Indebtedness or other obligations of a Covenant Party or a Restricted Subsidiary owing to a Covenant Party or another Restricted Subsidiary permitted to be incurred in accordance with Section 4.09 hereof;

(11) Liens securing Hedging Obligations so long as, in the case of Hedging Obligations related to interest, the related Indebtedness is, and is permitted to be under this Indenture, secured by a Lien on the same property securing such Hedging Obligations;

(12) Liens on specific items of inventory of other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(13) leases, subleases, licenses or sublicenses granted to others in the ordinary course of business which do not materially interfere with the ordinary conduct of the business of the Covenant Parties or any of the Restricted Subsidiaries and do not secure any Indebtedness;

(14) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Covenant Parties and the Restricted Subsidiaries in the ordinary course of business;

(15) Liens in favor of an Issuer or any Restricted Guarantor;

(16) Liens on equipment of a Covenant Party or any of the Restricted Subsidiaries granted in the ordinary course of business;

(17) Liens on accounts receivable and related assets incurred in connection with a Receivables Facility;

(18) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8) and (9); provided, however, that (a) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (b) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (6), (7), (8) and (9) at the time the original Lien became a Permitted Lien under this Indenture, and (ii) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement;

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(19) deposits made in the ordinary course of business to secure liability to insurance carriers;

(20) other Liens securing obligations incurred in the ordinary course of business which obligations do not exceed $50.0 million at any one time outstanding;

(21) Liens securing judgments for the payment of money not constituting an Event of Default under clause (5) under Section 6.01 hereof so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;

(22) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

(23) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, and (iii) in favor of banking institutions arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

(24) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 4.09 hereof; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;

(25) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; and

(26) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Covenant Parties or any of the Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Covenant Parties and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Covenant Parties or any of the Restricted Subsidiaries in the ordinary course of business.

For purposes of this definition, the term “Indebtedness” shall be deemed to include interest on and the costs in respect of such Indebtedness.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Preferred Stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.

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“Private Placement Legend” means the legend set forth in Section 2.06(g)(i) hereof to be placed on all Notes issued under this Indenture, except where otherwise permitted by the provisions of this Indenture.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Qualified Proceeds” means assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business; provided that the fair market value of any such assets or Capital Stock shall be determined by the Issuers in good faith.

“Rating Agencies” means Moody’s and S&P or if Moody’s or S&P or both shall not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Issuers which shall be substituted for Moody’s or S&P or both, as the case may be.

“Receivables Facility” means any of one or more receivables financing facilities as amended, supplemented, modified, extended, renewed, restated or refunded from time to time, the Obligations of which are non-recourse (except for customary representations, warranties, covenants and indemnities made in connection with such facilities) to the Covenant Parties or any of the Restricted Subsidiaries (other than a Receivables Subsidiary) pursuant to which the Covenant Parties or any of the Restricted Subsidiaries sells their accounts receivable to either (a) a Person that is not a Restricted Subsidiary or (b) a Receivables Subsidiary that in turn sells its accounts receivable to a Person that is not a Restricted Subsidiary.

“Receivables Fees” means distributions or payments made directly or by means of discounts with respect to any accounts receivable or participation interest therein issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Facility.

“Receivables Subsidiary” means any Subsidiary formed for the purpose of, and that solely engages only in one or more Receivables Facilities and other activities reasonably related thereto.

“Record Date” for the interest or Additional Interest, if any, payable on any applicable Interest Payment Date means January 15 or July 15 (whether or not a Business Day) next preceding such Interest Payment Date.

“Registration Rights Agreement” means the Registration Rights Agreement with respect to the Notes dated as of the Issue Date, among the Issuers, the Guarantors and the Initial Purchasers, as such agreement may be amended, modified or supplemented from time to time and, with respect to any Additional Notes, one or more registration rights agreements between the Issuers and the other parties thereto, as such agreement(s) may be amended, modified or supplemented from time to time, relating to rights given by the Issuers to the purchasers of Additional Notes to register such Additional Notes under the Securities Act.

“Regulation S” means Regulation S promulgated under the Securities Act.

“Regulation S Global Note” means a Regulation S Temporary Global Note or Regulation S Permanent Global Note, as applicable.

“Regulation S Permanent Global Note” means a permanent Global Note in the form of Exhibit A hereto, bearing the Global Note Legend, the OID Legend and the Private Placement Legend

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and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Regulation S Temporary Global Note upon expiration of the Restricted Period.

“Regulation S Temporary Global Note” means a temporary Global Note in the form of Exhibit A hereto, bearing the Global Note Legend, the OID Legend the Private Placement Legend and the Regulation S Temporary Global Note Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount at maturity of the Notes initially sold in reliance on Rule 903.

“Regulation S Temporary Global Note Legend” means the legend set forth in Section 2.06(g)(iii) hereof.

“Related Business Assets” means assets (other than cash or Cash Equivalents) used or useful in a Similar Business, provided that any assets received by the Covenant Parties or a Restricted Subsidiary in exchange for assets transferred by the Covenant Parties or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

“Representative” means any trustee, agent or representative (if any) for an issue of Senior Indebtedness at the Issuers.

“Responsible Officer” means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such Person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

“Restricted Cash” means cash and Cash Equivalents held by Restricted Subsidiaries that is contractually restricted from being distributed to the Covenant Parties, except for such restrictions that are contained in agreements governing Indebtedness permitted under this Indenture and that is secured by such cash or Cash Equivalents.

“Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend.

“Restricted Global Note” means a Global Note bearing the Private Placement Legend.

“Restricted Guarantor” means a Guarantor that is a Covenant Party or a Restricted Subsidiary.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Period” means the 40-day distribution compliance period as defined in Regulation S.

“Restricted Subsidiary” means, at any time, each direct and indirect Subsidiary of each Covenant Party (including any Foreign Subsidiary) that is not an Issuer or that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted Subsidiary.”

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“Rule 144” means Rule 144 promulgated under the Securities Act.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Rule 903” means Rule 903 promulgated under the Securities Act.

“Rule 904” means Rule 904 promulgated under the Securities Act.

“S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and any successor to its rating agency business.

“Sale and Lease-Back Transaction” means any arrangement providing for the leasing by a Covenant Party or any of the Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by such Covenant Party or such Restricted Subsidiary to a third Person in contemplation of such leasing.

“SEC” means the U.S. Securities and Exchange Commission.

“Secured Indebtedness” means any Indebtedness of a Covenant Party or any of the Restricted Subsidiaries secured by a Lien.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Senior Credit Facilities” means the Credit Facility under the Credit Agreement to be entered into as of the Issue Date by and among the Issuers, the Guarantors, the lenders party thereto in their capacities as lenders thereunder and Citibank N.A., as Administrative Agent, including any guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements, refundings or refinancings thereof and any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under Section 4.09 hereof).

“Senior Indebtedness” means:

(1) all Indebtedness of the Issuers or any Guarantor outstanding under the Senior Credit Facilities or Notes and related Guarantees (including interest accruing on or after the filing of any petition in bankruptcy or similar proceeding or for reorganization of the Issuers or any Guarantor (at the rate provided for in the documentation with respect thereto, regardless of whether or not a claim for post-filing interest is allowed in such proceedings)), and any and all other fees, expense reimbursement obligations, indemnification amounts, penalties, and other amounts (whether existing on the Issue Date or thereafter created or incurred) and all obligations of the Issuers or any Guarantor to reimburse any bank or other Person in respect of amounts paid under letters of credit, acceptances or other similar instruments;

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(2) all Hedging Obligations (and guarantees thereof) owing to a Lender (as defined in the Senior Credit Facilities) or any Affiliate of such Lender (or any Person that was a Lender or an Affiliate of such Lender at the time the applicable agreement giving rise to such Hedging Obligation was entered into), provided that such Hedging Obligations are permitted to be incurred under the terms of this Indenture;

(3) any other Indebtedness of the Issuers or any Guarantor permitted to be incurred under the terms of this Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the Notes or any related Guarantee; and

(4) all Obligations with respect to the items listed in the preceding clauses (1), (2) and (3);

provided, however, that Senior Indebtedness shall not include:

(a) any obligation of such Person to the Covenant Parties or any of their respective Subsidiaries;

(b) any liability for federal, state, local or other taxes owed or owing by such Person;

(c) any accounts payable or other liability to trade creditors arising in the ordinary course of business; provided that obligations incurred pursuant to the Credit Facilities shall not be excluded pursuant to this clause (c);

(d) any Indebtedness or other Obligation of such Person which is subordinate or junior in any respect to any other Indebtedness or other Obligation of such Person; or

(e) that portion of any Indebtedness which at the time of incurrence is incurred in violation of this Indenture, provided, however that such Indebtedness shall be deemed not to have been incurred in violation of this Indenture for purposes of this clause if such Indebtedness consists of Designated Senior Indebtedness, and the holder(s) of such Indebtedness of their agent or representative (a) had no actual knowledge at the time of incurrence that the incurrence of such Indebtedness violated this Indenture and (b) shall have receive a certificate from an officer of the Issuers to the effect that the incurrence of such Indebtedness does not violate the provisions of this Indenture.

“Senior Notes” means the Issuers’ 10% Senior Notes due 2014 and 9% Senior Notes due 2014 issued on the Issue Date.

“Senior Subordinated Indebtedness” means:

(1) with respect to the Issuers, Indebtedness which ranks equal in right of payment to the Notes issued by the Issuers; and

(2) with respect to any Guarantor, Indebtedness which ranks equal in right of payment to the Guarantee of such entity of Notes.

“Shelf Registration Statement” means the Shelf Registration Statement as defined in the Registration Rights Agreement.

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“Significant Party” means any Guarantor or Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Issue Date.

“Similar Business” means any business conducted or proposed to be conducted by the Covenant Parties and the Restricted Subsidiaries on the Issue Date or any business that is similar, reasonably related, incidental or ancillary thereto.

“Sponsor Management Agreements” means the advisory agreements between each of ACN Holdings, Inc. and VNU, Inc. and Valcon, in each case as in effect on the date hereof and giving effect to amendments thereto that, taken as a whole, are not materially adverse to the interests of the holders of the Notes.

“Sterling Notes” means the £250 million 5.63% Senior Notes due 2010 of VNU Group B.V.

“Subordinated Indebtedness” means,

(1) any Indebtedness of the Issuers which is by its terms subordinated in right of payment to the Notes, and

(2) any Indebtedness of any Guarantor which is by its terms subordinated in right of payment to the Guarantee of such entity of the Notes.

“Subsidiary” means, with respect to any Person:

(1) any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof; and

(2) any partnership, joint venture, limited liability company or similar entity of which

(x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise, and

(y) such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

“Total Assets” means total assets of the Covenant Parties and the Restricted Subsidiaries on a consolidated basis, shown on the most recent balance sheet of the Covenant Parties and the Restricted Subsidiaries as may be expressly stated without giving effect to any amortization of the amount of intangible assets since the Issue Date; provided that in no event shall the Transactions Intercompany Obligations constitute part of Total Assets.

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“Transactions” means the acquisition of VNU by Valcon Acquisition B.V. and the related transactions thereto, the issuance of the Notes, the Senior Subordinated Discount Notes and the VNU Senior Discount Notes and borrowings under the Senior Credit Facilities as in effect on the Issue Date.

“Transactions Intercompany Obligations” means any intercompany loan made by a Covenant Party or a Restricted Subsidiary to a Foreign Parent outstanding on the Issue Date or made for the purpose of consummating the Transactions.

“Treasury Rate” means, as of any Redemption Date, the yield to maturity as of such Redemption Date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the Redemption Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the Redemption Date to August 1, 2011; provided, however, that if the period from the Redemption Date to August 1, 2011 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended (15 U.S.C §§ 77aaa-777bbbb).

“Trustee” means Law Debenture Trust Company of New York, as trustee, until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

“Unrestricted Definitive Note” means one or more Definitive Notes that do not bear and are not required to bear the Private Placement Legend.

“Unrestricted Global Note” means a permanent Global Note, substantially in the form of Exhibit A attached hereto, that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or on behalf of and registered in the name of the Depositary, representing Notes that do not bear the Private Placement Legend.

“Unrestricted Subsidiary” means:

(1) each of NetRatings, Inc. and BuzzMetrics, Inc.;

(2) any Subsidiary of a Covenant Party which at the time of determination is an Unrestricted Subsidiary (as designated by the Issuers, as provided below); and

(3) any Subsidiary of an Unrestricted Subsidiary.

The Issuers may designate any Subsidiary of a Covenant Party (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, a Covenant Party or any Restricted Subsidiary of a Covenant Party (other than solely any Unrestricted Subsidiary of the Subsidiary to be so designated); provided that

(1) any Unrestricted Subsidiary must be an entity of which the Equity Interests entitled to cast at least a majority of the votes that may be cast by all Equity Interests having ordinary voting power for the election of directors or Persons performing a similar function are owned, directly or indirectly, by a Covenant Party;

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(2) such designation complies with Section 4.07 hereof; and

(3) each of:

(a) the Subsidiary to be so designated; and

(b) its Subsidiaries

has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of any Covenant Party or any Restricted Subsidiary.

The Issuers may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation, no Default shall have occurred and be continuing and either:

(1) the Issuers could incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test described in Section 4.09(a) hereof; or

(2) the Consolidated Leverage Ratio for the Covenant Parties and the Restricted Subsidiaries would be less than such ratio immediately prior to such designation,

in each case on a pro forma basis taking into account such designation.

Any such designation by the Issuers shall be notified by the Issuers to the Trustee by promptly filing with the Trustee a copy of the resolution of the board of directors of the Issuers or any committee thereof giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions.

“U.S. Dollar Equivalent” means, with respect to any monetary amount in a currency other than U.S. dollars, at any time for the determination thereof, the amount of U.S. dollars obtained by converting such foreign currency involved in such computation into U.S. dollars at the spot rate for the purchase of U.S. dollars with the applicable foreign currency as quoted by Reuters at approximately 10:00 A.M. (New York City time) on such date of determination (or if no such quote is available on such date, on the immediately preceding Business Day for which such a quote is available).

“U.S. Person” means a U.S. person as defined in Rule 902(k) under the Securities Act.

“VNU” means VNU Group B.V., a private company with limited liability incorporated under the laws of the Netherlands.

“VNU Senior Discount Notes” means the 11 ¹/8% Senior Discount Notes due 2016 issued by VNU on the Issue Date.

“VNUHF” means VNU Holding and Finance B.V.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the board of directors of such Person.

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“Weighted Average Life to Maturity” means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing:

(1) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment; by

(2) the sum of all such payments.

“Wholly-Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Equity Interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person.

Section 1.02 Other Definitions.

Term	Defined in Section
“Acceptable Commitment”	4.10
“Affiliate Transaction”	4.11
“Asset Sale Offer”	4.10
“Authentication Order”	2.02
“Base Currency”	12.17
“Blockage Notice”	10.03
“Change of Control Offer”	4.14
“Change of Control Payment”	4.14
“Change of Control Payment Date”	4.14
“Covenant Defeasance”	8.03
“Covenant Suspension Event”	4.16
“DTC”	2.03
“Event of Default”	6.01
“Excess Proceeds”	4.10
“Guarantee Blockage Notice”	12.03
“Guarantee Payment Blockage Period”	12.03
“Guarantor Payment Default”	12.03
“incur”	4.09
“Judgment Currency”	12.17
“Legal Defeasance”	8.02
“Non-Guarantor Payment Default”	12.03
“Non-Payment Default”	10.03
“Note Register”	2.03
“Offer Amount”	3.09
“Offer Period”	3.09
“Pari Passu Indebtedness”	4.10
“pay its Guarantee”	12.03
“pay the Notes”	10.03
“Paying Agent”	2.03
“Payment Blockage Period”	10.03
“Payment Default”	10.03
“Prohibition”	11.07

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Term	Defined in Section
“Purchase Date”	3.09
“Redemption Date”	3.07
“Refinancing Indebtedness”	4.09
“Refunding Capital Stock”	4.07
“Registrar”	2.03
“Restricted Payments”	4.07
“Reversion Date”	4.16
“Second Commitment”	4.10
“Successor Company”	5.01
“Successor Person”	5.01
“Suspended Covenant”	4.16
“Suspension Period	4.16
“Treasury Capital Stock”	4.07

Section 1.03 Incorporation by Reference of Trust Indenture Act.

Whenever this Indenture refers to a provision of the Trust Indenture Act, the provision is incorporated by reference in and made a part of this Indenture.

The following Trust Indenture Act terms used in this Indenture have the following meanings:

“indenture securities” means the Notes;

“indenture security Holder” means a Holder of a Note;

“indenture to be qualified” means this Indenture;

“indenture trustee” or “institutional trustee” means the Trustee; and

“obligor” on the Notes and the Guarantees means the Issuers and the Guarantors, respectively, and any successor obligor upon the Notes and the Guarantees, respectively.

All other terms used in this Indenture that are defined by the Trust Indenture Act, defined by Trust Indenture Act reference to another statute or defined by SEC rule under the Trust Indenture Act have the meanings so assigned to them.

Section 1.04 Rules of Construction.

Unless the context otherwise requires:

(a) a term has the meaning assigned to it;

(b) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(c) “or” is not exclusive;

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(d) words in the singular include the plural, and in the plural include the singular;

(e) “will” shall be interpreted to express a command;

(f) provisions apply to successive events and transactions;

(g) references to sections of, or rules under, the Securities Act shall be deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time to time;

(h) unless the context otherwise requires, any reference to an “Article,” “Section” or “clause” refers to an Article, Section or clause, as the case may be, of this Indenture; and

(i) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not any particular Article, Section, clause or other subdivision.

Section 1.05 Acts of Holders.

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Issuers. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, shall be sufficient for any purpose of this Indenture and (subject to Section 7.01) conclusive in favor of the Trustee and the Issuers, if made in the manner provided in this Section 1.05.

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by or on behalf of any legal entity other than an individual, such certificate or affidavit shall also constitute proof of the authority of the Person executing the same. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that the Trustee deems sufficient.

(c) The ownership of Notes shall be proved by the Note Register.

(d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of any action taken, suffered or omitted by the Trustee or the Issuers in reliance thereon, whether or not notation of such action is made upon such Note.

(e) The Issuers may, in the circumstances permitted by the Trust Indenture Act, set a record date for purposes of determining the identity of Holders entitled to give any request, demand, authorization, direction, notice, consent, waiver or take any other act, or to vote or consent to any action by vote or consent authorized or permitted to be given or taken by Holders. Unless otherwise specified, if not set by the Issuers prior to the first solicitation of a Holder made by any Person in respect of any such

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action, or in the case of any such vote, prior to such vote, any such record date shall be the later of 30 days prior to the first solicitation of such consent or the date of the most recent list of Holders furnished to the Trustee prior to such solicitation.

(f) Without limiting the foregoing, a Holder entitled to take any action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount at maturity of such Note or by one or more duly appointed agents, each of which may do so pursuant to such appointment with regard to all or any part of such principal amount at maturity. Any notice given or action taken by a Holder or its agents with regard to different parts of such principal amount at maturity pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.

(g) Without limiting the generality of the foregoing, a Holder, including DTC that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders, and DTC that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such depositary’s standing instructions and customary practices.

(h) The Issuers may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by DTC entitled under the procedures of such depositary to make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such request, demand, authorization, direction, notice, consent, waiver or other action, whether or not such Holders remain Holders after such record date. No such request, demand, authorization, direction, notice, consent, waiver or other action shall be valid or effective if made, given or taken more than 90 days after such record date.

ARTICLE 2

THE NOTES

Section 2.01 Form and Dating; Terms.

(a) General. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rules or usage. Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000.

(b) Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount at maturity of Notes from time to time endorsed thereon and that the aggregate principal amount at maturity of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the

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amount of any increase or decrease in the aggregate principal amount at maturity of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

(c) Temporary Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Custodian, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided. The Restricted Period shall be terminated upon the receipt by the Trustee of:

(i) a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount at maturity of each Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a 144A Global Note bearing a Private Placement Legend, all as contemplated by Section 2.06(b) hereof); and

(ii) an Officer’s Certificate from each Issuer.

Following the termination of the Restricted Period, beneficial interests in each Regulation S Temporary Global Note shall be exchanged for beneficial interests in a Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of a Regulation S Permanent Global Note, the Trustee shall cancel the corresponding Regulation S Temporary Global Note. The aggregate principal amount at maturity of a Regulation S Temporary Global Note and a Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

(d) Terms. The aggregate principal amount at maturity of Notes that may be authenticated and delivered under this Indenture is unlimited.

The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuers, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

The Notes shall be subject to repurchase by the Issuers pursuant to an Asset Sale Offer as provided in Section 4.10 hereof or a Change of Control Offer as provided in Section 4.14 hereof. The Notes shall not be redeemable, other than as provided in Article 3.

Additional Notes ranking pari passu with the Initial Notes may be created and issued from time to time by the Issuers without notice to or consent of the Holders and shall be consolidated with and form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes; provided that the Issuers’ ability to issue Additional Notes shall be subject to the Issuers’ compliance with Section 4.09 hereof. Any Additional Notes shall be issued with the benefit of an indenture supplemental to this Indenture.

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(e) Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes that are held by Participants through Euroclear or Clearstream.

Section 2.02 Execution and Authentication.

At least one Officer of Nielsen LLC and one Officer of Nielsen Finance Co. shall execute the Notes on behalf of the Issuers by manual or facsimile signature.

If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid.

A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual or facsimile signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture.

On the Issue Date, the Trustee shall, upon receipt of an Issuer Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver any Additional Notes and Exchange Notes for an aggregate principal amount at maturity and with an Accreted Value specified in such Authentication Order for such Additional Notes or Exchange Notes issued hereunder.

The Trustee may appoint an authenticating agent acceptable to the Issuers to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Issuers.

Section 2.03 Registrar and Paying Agent.

The Issuers shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and an office or agency in the Borough of Manhattan, the City of New York, the State of New York where Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The Issuers may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar. The Issuers shall maintain a registrar in the Borough of Manhattan, City of New York, the State of New York. The term “Paying Agent” includes any additional paying agents. The Issuers initially appoint DBTCA as (i) Registrar and Paying Agent and (ii) the Custodian with respect to the Global Notes. The Issuers may change any Paying Agent or Registrar without prior notice to any Holder. The Issuers shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuers fail to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Covenant Parties or any of their respective Subsidiaries may act as Paying Agent or Registrar. All Agents appointed under this Indenture shall be appointed pursuant to agency agreements among the Issuers, the Trustee and the Agent, as applicable.

The Issuers initially appoint The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes.

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Section 2.04 Paying Agent to Hold Money in Trust.

The Issuers shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, Accreted Value premium, if any, or Additional Interest, if any, or, without duplication, interest on the Notes, and will notify the Trustee of any default by the Issuers in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuers at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than a Covenant Party or one of their respective Subsidiaries) shall have no further liability for the money. If a Covenant Party or one of their respective Subsidiaries acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to a Covenant Party, DBTCA shall serve as Paying Agent for the Notes.

Section 2.05 Holder Lists.

The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with Trust Indenture Act Section 312(a). If the Trustee is not the Registrar, the Issuers shall furnish to the Trustee at least two Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes and the Issuers shall otherwise comply with Trust Indenture Act Section 312(a).

Section 2.06 Transfer and Exchange.

(a) Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor Depositary or a nominee of such successor. A beneficial interest in a Global Note shall be exchangeable for a Definitive Note unless (i) the Depositary (x) notifies the Issuers that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act, and, in either case, a successor Depositary is not appointed by the Issuers within 120 days, or (ii) there shall have occurred and be continuing an Event of Default with respect to such Global Note. Upon the occurrence of any of the preceding events in (i) or (ii) above, Definitive Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events in (i) or (ii) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

(b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

(i) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in a Regulation S Temporary Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(i).

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(ii) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(i) hereof, the transferor of such beneficial interest must deliver to the Registrar either (A) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase or (B) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing such Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above; provided that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in a Regulation S Temporary Global Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903. Upon consummation of an Exchange Offer by the Issuers in accordance with Section 2.06(f) hereof, the requirements of this Section 2.06(b)(ii) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of such beneficial interests in the Restricted Global Notes. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount at maturity of the relevant Global Note(s) pursuant to Section 2.06(h) hereof.

(iii) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(ii) hereof and the Registrar receives the following:

(A) if the transferee will take delivery in the form of a beneficial interest in a 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; or

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(B) if the transferee will take delivery in the form of a beneficial interest in a Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof.

(iv) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, if the exchange or transfer complies with the requirements of Section 2.06(b)(ii) hereof and:

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuers;

(B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D) the Registrar receives the following:

(1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or

(2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time when an Unrestricted Global Note has not yet been issued, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount at maturity equal to the aggregate principal amount at maturity of beneficial interests transferred pursuant to subparagraph (B) or (D) above.

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Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

(c) Transfer or Exchange of Beneficial Interests for Definitive Notes.

(i) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon the occurrence of any of the events in paragraph (i) or (ii) of Section 2.06(a) hereof and receipt by the Registrar of the following documentation:

(A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

(B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(C) if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof;

(D) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E) if such beneficial interest is being transferred to a Covenant Party or any of their Restricted Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(F) if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cause the aggregate principal amount at maturity of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuers shall execute and the Trustee shall authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount at maturity. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(i) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

(ii) Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes. Notwithstanding Sections 2.06(c)(i)(A) and (C) hereof, a beneficial interest in a Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes

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delivery thereof in the form of a Definitive Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) of the Securities Act, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

(iii) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon the occurrence of any of the events in subsection (i) or (ii) of Section 2.06(a) hereof and if:

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuers;

(B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D) the Registrar receives the following:

(1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or

(2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(iv) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon the occurrence of any of the events in subsection (i) or (ii) of Section 2.06(a) hereof and satisfaction of the conditions set forth in Section 2.06(b)(ii) hereof, the Trustee shall cause the aggregate principal amount at maturity of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuers shall execute and the Trustee shall authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount at maturity. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall be registered in such name or names and in such authorized denomination or

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denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from or through the Depositary and the Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall not bear the Private Placement Legend.

(d) Transfer and Exchange of Definitive Notes for Beneficial Interests.

(i) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

(A) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

(B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (2) thereof;

(D) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E) if such Restricted Definitive Note is being transferred to a Covenant Party or any of the Restricted Subsidiaries, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(F) if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount at maturity of, in the case of clause (A) above, the applicable Restricted Global Note, in the case of clause (B) above, the applicable 144A Global Note, and in the case of clause (C) above, the applicable Regulation S Global Note.

(ii) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if:

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuers;

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(B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D) the Registrar receives the following:

(1) if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or

(2) if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(ii), the Trustee shall cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount at maturity of the Unrestricted Global Note.

(iii) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount at maturity of one of the Unrestricted Global Notes.

If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraph (ii)(B), (ii)(D) or (iii) above at a time when an Unrestricted Global Note has not yet been issued, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount at maturity equal to the principal amount at maturity of Definitive Notes so transferred.

(e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e):

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(i) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:

(A) if the transfer will be made pursuant to a QIB in accordance with Rule 144A, then the transferor must deliver a certificate substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(B) if the transfer will be made pursuant to Rule 903 or Rule 904 then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; or

(C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications required by item (3) thereof, if applicable.

(ii) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if:

(A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Issuers;

(B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C) any such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D) the Registrar receives the following:

(1) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or

(2) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

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and, in each such case set forth in this subparagraph (D), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(iii) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

(f) Exchange Offer. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Issuers shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate (i) one or more Unrestricted Global Notes in an aggregate principal amount at maturity equal to the principal amount at maturity of the beneficial interests in the Restricted Global Notes tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Broker-Dealers, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Issuers, and accepted for exchange in the Exchange Offer and (ii) Unrestricted Definitive Notes in an aggregate principal amount at maturity equal to the principal amount of the Restricted Definitive Notes tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Broker-Dealers, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Issuers, and accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Notes, the Trustee shall cause the aggregate principal amount at maturity of the applicable Restricted Global Notes to be reduced accordingly, and the Issuers shall execute and the Trustee shall authenticate and mail to the Persons designated by the Holders of Definitive Notes so accepted Unrestricted Definitive Notes in the applicable principal amount at maturity. Any Notes that remain outstanding after the consummation of the Exchange Offer, and Exchange Notes issued in connection with the Exchange Offer, shall be treated as a single class of securities under this Indenture.

(g) Legends. The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture:

(i) Private Placement Legend.

(A) Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO

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THE ISSUERS OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE ISSUERS SO REQUEST), OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.”

(B) Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraph (b)(iv), (c)(iii), (c)(iv), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend.

(ii) Global Note Legend. Each Global Note shall bear a legend in substantially the following form:

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06(h) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE ISSUER OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

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(iii) Regulation S Temporary Global Note Legend. The Regulation S Temporary Global Note shall bear a legend in substantially the following form:

“THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).”

(iv) OID Legend. Each Note shall bear a legend in substantially the following form:

FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, THIS NOTE WAS ISSUED WITH “ORIGINAL ISSUE DISCOUNT” FOR EACH $1,000 PRINCIPAL AMOUNT AT STATED MATURITY OF THIS NOTE, THE ISSUE PRICE IS $546.86, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS $453.14, THE ISSUE DATE IS AUGUST 9, 2006 AND THE YIELD TO MATURITY IS 12½% PER ANNUM. THE ISSUERS WILL PROMPTLY MAKE AVAILABLE TO THE HOLDER HEREOF INFORMATION REGARDING THE ISSUE PRICE, ISSUE DATE, YIELD TO MATURITY, AMOUNT OF ORIGINAL ISSUE DISCOUNT (AND ANY OTHER INFORMATION REQUIRED TO BE MADE AVAILABLE TO THE HOLDER PURSUANT TO U.S. TREASURY REGULATIONS), UPON THE WRITTEN REQUEST OF SUCH HOLDER DIRECTED TO THE ISSUERS, C/O VNU, INC, 770 BROADWAY, NEW YORK, NEW YORK 10003, ATTENTION: CHIEF FINANCIAL OFFICER.

(h) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount at maturity of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

(i) General Provisions Relating to Transfers and Exchanges.

(i) To permit registrations of transfers and exchanges, the Issuers shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.

(ii) No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.07, 2.10, 3.06, 3.09, 4.10, 4.14 and 9.05 hereof).

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(iii) Neither the Registrar nor the Issuers shall be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

(v) The Issuers shall not be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (C) to register the transfer of or to exchange a Note between a Record Date and the next succeeding Interest Payment Date.

(vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal (or Accreted Value) of (and premium, if any) and, without duplication, interest (including Additional Interest, if any) on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers shall be affected by notice to the contrary.

(vii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuers designated pursuant to Section 4.02 hereof, the Issuers shall execute, and the Trustee shall authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount.

(viii) At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount at maturity upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Issuers shall execute, and the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Section 2.02 hereof.

(ix) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

Section 2.07 Replacement Notes.

If any mutilated Note is surrendered to the Trustee, the Registrar or the Issuers and the Trustee receives evidence to its satisfaction of the ownership and destruction, loss or theft of any Note, the Issuers shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Issuers, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuers to protect the Issuers, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Issuers may charge for its expenses in replacing a Note.

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Every replacement Note is a contractual obligation of the Issuers and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

Section 2.08 Outstanding Notes.

The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Issuers or an Affiliate of the Issuers holds the Note.

If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser.

If the principal amount at maturity of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest (or accretion) on it ceases to accrue.

If the Paying Agent (other than a Covenant Party, a Subsidiary of a Covenant Party or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest (or accretion).

Section 2.09 Treasury Notes.

In determining whether the Holders of the required principal amount at maturity of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuers, or by any Affiliate of the Issuers, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to deliver any such direction, waiver or consent with respect to the Notes and that the pledgee is not an Issuer or any obligor upon the Notes or any Affiliate of an Issuer or of such other obligor.

Section 2.10 Temporary Notes.

Until certificates representing Notes are ready for delivery, the Issuers may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of certificated Notes but may have variations that the Issuers consider appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Issuers shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes.

Holders and beneficial holders, as the case may be, of temporary Notes shall be entitled to all of the benefits accorded to Holders, or beneficial holders, respectively, of Notes under this Indenture.

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Section 2.11 Cancellation.

The Issuers at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee or, at the direction of the Trustee, the Registrar or the Paying Agent and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall destroy cancelled Notes (subject to the record retention requirement of the Exchange Act). Certification of the destruction of all cancelled Notes shall be delivered to the Issuers. The Issuers may not issue new Notes to replace Notes that they have paid or that have been delivered to the Trustee for cancellation.

Section 2.12 Defaulted Interest.

If the Issuers default in a payment of interest on the Notes, they shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest to the Persons who are Holders of Notes on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Issuers shall notify the Trustee and DBTCA in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment, and at the same time the Issuers shall deposit with DBTCA an amount of money equal to the aggregate amount proposed to be paid in respect of such defaulted interest or shall make arrangements satisfactory to DBTCA for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such defaulted interest as provided in this Section 2.12. DBTCA shall fix or cause to be fixed each such special record date and payment date; provided that no such special record date shall be less than 10 days prior to the related payment date for such defaulted interest. DBTCA shall promptly notify the Issuers of such special record date. At least 15 days before the special record date, the Issuers (or, upon the written request of the Issuers, DBTCA in the name and at the expense of the Issuers) shall mail or cause to be mailed, first-class postage prepaid, to each Holder a notice at his or her address as it appears in the Note Register that states the special record date, the related payment date and the amount of such interest to be paid.

Subject to the foregoing provisions of this Section 2.12 and for greater certainty, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note.

Section 2.13 CUSIP Numbers.

The Issuers in issuing the Notes may use CUSIP numbers (if then generally in use) and, if so, the Trustee shall use CUSIP numbers in notices of redemption as a convenience to Holders; provided, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuers will as promptly as practicable notify the Trustee of any change in the CUSIP numbers.

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ARTICLE 3

REDEMPTION

Section 3.01 Notices to Trustee.

If the Issuers elect to redeem Notes pursuant to Section 3.07 hereof, they shall furnish to DBTCA, at least 5 Business Days before notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to Section 3.03 hereof but not more than 60 days before a redemption date, an Officer’s Certificate setting forth (i) the paragraph or subparagraph of such Note and/or Section of this Indenture pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the principal amount at maturity of the Notes, to be redeemed and (iv) the redemption price.

Section 3.02 Selection of Notes to Be Redeemed or Purchased.

If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, DBTCA shall select the Notes to be redeemed or purchased (a) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed or (b) on a pro rata basis or, to the extent that selection on a pro rata basis is not practicable, by lot or by such other method DBTCA considers fair and appropriate. In the event of partial redemption or purchase by lot, the particular Notes to be redeemed or purchased shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption date by DBTCA from the outstanding Notes not previously called for redemption or purchase.

DBTCA shall promptly notify the Issuers in writing of the Notes selected for redemption or purchase and, in the case of any Note selected for partial redemption or purchase, the principal amount at maturity thereof to be redeemed or purchased. Notes and portions of Notes selected shall be in principal amounts of $2,000 or whole multiples of $1,000; no Notes of $2,000 or less can be redeemed in part, except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000 shall be redeemed or purchased. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase.

Section 3.03 Notice of Redemption.

Subject to Section 3.09 hereof, the Issuers shall mail or cause to be mailed by first-class mail, postage prepaid, notices of redemption at least 30 days but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at such Holder’s registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with Article 8 or Article 11 hereof. Except as set forth in Section 3.07(b) hereof, notices of redemption may not be conditional.

The notice shall identify the Notes to be redeemed and shall state:

(a) the redemption date;

(b) the redemption price;

(c) if any Note is to be redeemed in part only, the portion of the Accreted Value of that Note that is to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in Accreted Value equal to the unredeemed portion of the original Note representing the same indebtedness to the extent not redeemed will be issued in the name of the Holder of the Notes upon cancellation of the original Note;

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(d) the name and address of the Paying Agent;

(e) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(f) that, unless the Issuers default in making such redemption payment, interest or accretion on Notes called for redemption ceases to accrue on and after the redemption date;

(g) the paragraph or subparagraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed;

(h) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes; and

(i) if in connection with a redemption pursuant to Section 3.07(b) hereof, any condition to such redemption.

At the Issuers’ request, DBTCA shall give the notice of redemption in the Issuers’ names and at their expense; provided that the Issuers shall have delivered to DBTCA, at least 5 Business Days before notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to this Section 3.03 (unless a shorter notice shall be agreed to by DBTCA), an Officer’s Certificate requesting that DBTCA give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

Section 3.04 Effect of Notice of Redemption.

Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price (except as provided for in Section 3.07(b) hereof). The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Note designated for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Subject to Section 3.05 hereof, on and after the redemption date, interest ceases to accrue on Notes or portions of Notes called for redemption.

Section 3.05 Deposit of Redemption or Purchase Price.

Prior to 10:00 a.m. (New York City time) on the redemption or purchase date, the Issuers shall deposit with the Paying Agent money sufficient to pay the redemption or purchase price of and accrued and unpaid interest (including Additional Interest, if any) on all Notes to be redeemed or purchased on that date. The Paying Agent shall promptly return to the Issuers any money deposited with the Paying Agent by the Issuers in excess of the amounts necessary to pay the redemption price of, and, without duplication, accrued and unpaid interest on, all Notes to be redeemed or purchased.

If the Issuers comply with the provisions of the preceding paragraphs on and after the redemption or purchase date, interest (or accretion) shall cease to accrue on the Notes or the portions of Notes or called for redemption or purchase. If a Note is redeemed or purchased on or after a Record Date but on or prior to the related Interest Payment Date, then, without duplication, any accrued and unpaid

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interest to the redemption or purchase date shall be paid to the Person in whose name such Note was registered at the close of business on such Record Date. If any Note called for redemption or purchase shall not be so paid upon surrender for redemption or purchase because of the failure of the Issuers to comply with the preceding paragraph, interest shall be paid (or accretion shall continue) on the unpaid Accreted Value from the redemption or purchase date until such Accreted Value is paid, and to the extent lawful on any interest accrued to the redemption or purchase date not paid on such unpaid Accreted Value, in each case at the rate provided in the Notes and in Section 4.01 hereof.

Section 3.06 Notes Redeemed or Purchased in Part.

Upon surrender of a Note that is redeemed or purchased in part, the Issuers shall issue and the Trustee shall authenticate for the Holder at the expense of the Issuers a new Note equal in Accreted Value to the unredeemed or unpurchased portion of the Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount at maturity of $2,000 or an integral multiple of $1,000. It is understood that, notwithstanding anything in this Indenture to the contrary, only an Authentication Order and not an Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate such new Note.

Section 3.07 Optional Redemption.

(a) At any time prior to August 1, 2011, the Issuers may redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to the registered address of each Holder at a redemption price equal to 100% of the Accreted Value of the Notes redeemed plus the Applicable Premium as of the date of redemption (the “Redemption Date”) and, without duplication, accrued and unpaid interest and Additional Interest, if any, to the Redemption Date, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date.

(b) Until August 1, 2009, the Issuers may, at their option, redeem up to 35% of the aggregate principal amount at maturity of Notes at a redemption price equal to 112.500% of the aggregate Accreted Value thereof plus, without duplication, accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, with the net cash proceeds of (a) one or more Equity Offerings and/or (b) one or more sales of a business unit of VNU, in each case to the extent such net cash proceeds are received by or contributed to a Covenant Party or a Restricted Subsidiary of a Covenant Party; provided that at least 50% of the sum of the aggregate principal amount at maturity of Notes originally issued under this Indenture and any Additional Notes issued under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 90 days of the date of closing of each such Equity Offering or sale. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering.

(c) Except pursuant to clause (a) or (b) of this Section 3.07, the Notes will not be redeemable at the Issuers’ option prior to August 1, 2011.

(d) On and after August 1, 2011, the Issuers may redeem the Notes in whole or in part upon notice in accordance with Section 3.03, at the redemption prices (expressed as percentages of principal amount at maturity of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on August 1 of each of the years indicated below:

Year	Notes Percentage
2011	106.250	%
2012	104.167	%
2013	102.083	%
2014 and thereafter	100.000	%

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(e) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Section 3.08 Mandatory Redemption.

The Issuers shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

Section 3.09 Offers to Repurchase by Application of Excess Proceeds.

(a) In the event that, pursuant to Section 4.10 hereof, the Issuers shall be required to commence an Asset Sale Offer, they shall follow the procedures specified below.

(b) The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuers shall apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if required, Senior Subordinated Indebtedness (on a pro rata basis, if applicable), or, if less than the Offer Amount has been tendered, all Notes and Senior Subordinated Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made.

(c) If the Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest (or accretion) and Additional Interest, if any, up to but excluding the Purchase Date, shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest (or accretion) shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer.

(d) Upon the commencement of an Asset Sale Offer, the Issuers shall send, by first-class mail, a notice to each of the Holders, with a copy to the Trustee and Agents. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders and holders of Senior Subordinated Indebtedness. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

(i) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain open;

(ii) the Offer Amount, the purchase price and the Purchase Date;

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(iii) that any Note not tendered or accepted for payment shall continue to accrue (or accrete) interest;

(iv) that, unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue (or accrete) interest after the Purchase Date;

(v) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of a minimum of $2,000 and integral multiples of $1,000 (in each case in the aggregate principal amount at maturity) in excess of $2,000;

(vi) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Note completed, or transfer by book-entry transfer, to the Issuers, the Depositary if appointed by the Issuers, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date;

(vii) that Holders shall be entitled to withdraw their election if the Issuers, the Depositary or the Paying Agent, as the case may be, receive, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased;

(viii) that, if the aggregate principal amount at maturity of Notes and Senior Subordinated Indebtedness surrendered by the holders thereof exceeds the Offer Amount, DBTCA shall select the Notes and such Senior Subordinated Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Senior Subordinated Indebtedness tendered (with such adjustments as may be deemed appropriate by DBTCA so that only Notes in denominations of a minimum of $2,000, or integral multiples of $1,000 in excess of $2,000 (in each case in aggregate principal amount at maturity); and

(ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount at maturity to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer) representing the same indebtedness to the extent not repurchased.

(e) On or before the Purchase Date, the Issuers shall, to the extent lawful, (1) accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered and (2) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof so tendered.

(f) The Issuers, the Depositary or the Paying Agent, as the case may be, shall promptly mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuers for purchase, and the Issuers shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount at maturity equal to any unpurchased portion of the Note surrendered representing the same indebtedness to the

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extent not repurchased; provided, that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000 (in each case in aggregate principal amount at maturity). Any Note not so accepted shall be promptly mailed or delivered by the Issuers to the Holder thereof. The Issuers shall publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Purchase Date.

Other than as specifically provided in this Section 3.09 or Section 4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant to the applicable provisions of Sections 3.01 through 3.06 hereof.

ARTICLE 4

COVENANTS

Section 4.01 Payment of Notes.

The Issuers shall pay or cause to be paid the Accreted Value of, premium, if any, Additional Interest, if any, and, without duplication, interest on the Notes on the dates and in the manner provided in the Notes. Accreted Value, premium, if any, Additional Interest, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Issuers or a Subsidiary, holds as of 10:00 A.M. Eastern Time, on the due date money deposited by the Issuers in immediately available funds and designated for and sufficient to pay all Accreted Value, premium, if any, and, without duplication, interest then due.

The Issuers shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement.

The Issuers shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to the then applicable interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest (without regard to any applicable grace period) at the same rate to the extent lawful.

Section 4.02 Maintenance of Office or Agency.

The Issuers shall maintain the office or agency required under Section 2.03 where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuers in respect of the Notes and this Indenture may be served. The Issuers shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuers shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

The Issuers may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided that no such designation or rescission shall in any manner relieve the Issuers of their obligation to maintain an office or agency required under Section 2.03. The Issuers shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

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The Issuers hereby designate the Corporate Trust Office of the Trustee as one such office or agency of the Issuers in accordance with Section 2.03 hereof.

Section 4.03 Reports and Other Information.

(a) Notwithstanding that the Covenant Parties may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, VNUHF shall file with the SEC (and make available to the Trustee and Holders of the Notes (without exhibits), without cost to any Holder, within 15 days after the VNUHF files them with the SEC) from and after the Issue Date,

(1) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;

(2) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form;

(3) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and

(4) any other information, documents and other reports that the Issuers would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act;

in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that VNUHF shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event VNUHF shall make available such information to prospective purchasers of Notes, in addition to providing such information to the Trustee and the Holders of the Notes, in each case within 15 days after the time the Issuers would be required to file such information with the SEC, if they were subject to Sections 13 or 15(d) of the Exchange Act; provided, further, that, with respect to (i) the quarter ended June 30, 2006 and (ii) the quarter with respect to which the Issuers notify the Trustee in writing that VNU intends to switch the currency in which its financial statements are reported, VNUHF shall not be required to make available such information to prospective purchasers of Notes or provide such information to the Trustee and the Holders until 90 days after the end of such quarter. In addition, to the extent not satisfied by the foregoing, the Covenant Parties shall furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Notwithstanding the foregoing, the Covenant Parties shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the exchange offer registration statement or shelf registration statement.

(b) If any direct or indirect parent company of VNUHF is a guarantor of the Notes, the Covenant Parties may satisfy their obligations under this Section 4.03 with respect to financial information relating to the Covenant Parties by furnishing financial information relating to such parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Covenant Parties and the Restricted Subsidiaries on a standalone basis, on the other hand.

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(c) Notwithstanding the foregoing, the requirements of this Section 4.03 shall be deemed satisfied prior to the commencement of the Exchange Offer or the effectiveness of the Shelf Registration Statement by the filing with the SEC of the Exchange Offer Registration Statement or Shelf Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act.

Section 4.04 Compliance Certificate.

(a) The Issuers and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) shall deliver to the Trustee, within 90 days after the end of each fiscal year ending after the Issue Date, a certificate from the principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of the Issuers and the Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officer with a view to determining whether the Issuers have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to such Officer signing such certificate, that to the best of his or her knowledge the Issuers have kept, observed, performed and fulfilled each and every condition and covenant contained in this Indenture and are not in default in the performance or observance of any of the terms, provisions, covenants and conditions of this Indenture (or, if a Default shall have occurred, describing all such Defaults of which he or she may have knowledge and what action the Issuers are taking or propose to take with respect thereto).

(b) When any Default has occurred and is continuing under this Indenture, or if the Trustee or the holder of any other evidence of Indebtedness of the Issuers or any Restricted Subsidiary gives any notice or takes any other action with respect to a claimed Default, the Issuers shall promptly (which shall be no more than five (5) Business Days) deliver to the Trustee by registered or certified mail or by facsimile transmission an Officer’s Certificate specifying such event and what action the Issuers propose to take with respect thereto.

Section 4.05 Taxes.

The Issuers shall pay, and shall cause each of the Restricted Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate negotiations or proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes.

Section 4.06 Stay, Extension and Usury Laws.

The Issuers and each of the Guarantors covenant (to the extent that they may lawfully do so) that they shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuers and each of the Guarantors (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and covenant that they shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted.

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Section 4.07 Limitation on Restricted Payments.

(a) The Covenant Parties will not, and will not permit any Restricted Subsidiary to, directly or indirectly:

(I) declare or pay any dividend or make any payment or distribution on account of any Covenant Parties’ or any Restricted Subsidiaries’ Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation other than:

(A) dividends or distributions payable solely in Equity Interests (other than Disqualified Stock) of a Covenant Party or a Restricted Subsidiary; or

(B) dividends or distributions by a Covenant Party (other than VNUHF) or a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Covenant Party (other than VNUHF) or such Restricted Subsidiary, a Covenant Party or another Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities;

(II) purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of VNUHF or any direct or indirect parent of VNUHF, including in connection with any merger or consolidation;

(III) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value in each case, prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness, or make any interest or principal payment on, or redeem, repurchase or otherwise acquire or retire for value the Parent Intercompany Debt, other than:

(A) Indebtedness permitted under clause (7) of Section 4.09(b); or

(B) the purchase, repurchase or other acquisition of Subordinated Indebtedness of the Covenant Parties and their Restricted Subsidiaries purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition; or

(IV) make any Restricted Investment

(all such payments and other actions set forth in clauses (I) through (IV) above being collectively referred to as “Restricted Payments”), unless, at the time of such Restricted Payment:

(1) no Default shall have occurred and be continuing or would occur as a consequence thereof;

(2) immediately after giving effect to such transaction on a pro forma basis, the Issuers could incur $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in Section 4.09(a) hereof; and

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Covenant Parties and the Restricted Subsidiaries after the Issue Date (including Restricted Payments permitted by clauses (1), (2) (with respect to the payment of

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dividends on Refunding Capital Stock (as defined below) pursuant to clause (b) thereof only), (6)(c), (9) and (14) of Section 4.07(b) hereof, but excluding all other Restricted Payments permitted by Section 4.07(b) hereof, is less than the sum of (without duplication):

(a) the EBITDA of the Covenant Parties and the Restricted Subsidiaries on a consolidated basis for the period beginning July 1, 2006, to the end of the Issuers’ most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, less the product of 1.4 times the Consolidated Interest Expense of the Covenant Parties and the Restricted Subsidiaries for the same period; plus

(b) 100% of the aggregate net cash proceeds and the fair market value, as determined in good faith by the Issuers, of marketable securities or other property received by a Covenant Party or a Restricted Subsidiary since immediately after the Issue Date (other than net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness, Disqualified Stock or Preferred Stock pursuant to clause (11)(a) of Section 4.09(b) hereof from the issue or sale of:

(i) (A) Equity Interests of VNUHF, or a direct or indirect parent company of VNUHF, including Treasury Capital Stock (as defined below), but excluding cash proceeds and the fair market value, as determined in good faith by the Issuers, of marketable securities or other property received from the sale of:

(x) Equity Interests to members of management, directors or consultants of VNU, the Covenant Parties, Restricted Subsidiaries and any direct or indirect parent company of VNUHF, after the Issue Date to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of Section 4.07(b) hereof; and

(y) Designated Preferred Stock; and

(B) to the extent such net cash proceeds are actually contributed to a Covenant Party or any Restricted Subsidiary, Equity Interests of VNUHF’s direct or indirect parent companies (excluding contributions of the proceeds from the sale of Designated Preferred Stock of such companies or contributions to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of Section 4.07(b) hereof); or

(ii) debt securities of a Covenant Party or any Restricted Subsidiary that have been converted into or exchanged for such Equity Interests of VNUHF, or a direct or indirect parent company of VNUHF;

provided, however, that this clause (b) shall not include the proceeds from (W) Refunding Capital Stock (as defined below), (X) Equity Interests or convertible debt securities sold to a Covenant Party or Restricted Subsidiary, as the case may be, (Y) Disqualified Stock or debt securities that have been converted into Disqualified Stock or (Z) Excluded Contributions; plus

(c) 100% of the aggregate amount of cash and the fair market value, as determined in good faith by the Issuers, of marketable securities or other property contributed to the capital of a Covenant Party following the Issue Date (other than net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness, Disqualified

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Stock or Preferred Stock pursuant to clause (11)(a) of Section 4.09(b) hereof) (other than by another Covenant Party or a Restricted Subsidiary and other than any Excluded Contributions); plus

(d) 100% of the aggregate amount received in cash and the fair market value, as determined in good faith by the Issuers, of marketable securities or other property received by a Covenant Party or a Restricted Subsidiary means of:

(i) the sale or other disposition (other than to a Covenant Party or a Restricted Subsidiary) of Restricted Investments made by the Covenant Parties or the Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Covenant Parties or the Restricted Subsidiaries and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments by the Covenant Parties or the Restricted Subsidiaries, in each case after the Issue Date; or

(ii) the sale (other than to a Covenant Party or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary (other than to the extent the Investment in such Unrestricted Subsidiary was made by a Covenant Party or a Restricted Subsidiary pursuant to clause (7) of Section 4.07(b) hereof or to the extent such Investment constituted a Permitted Investment) or a dividend or distribution from an Unrestricted Subsidiary after the Issue Date; plus

(e) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary after the Issue Date, the fair market value of the Investment in such Unrestricted Subsidiary, as determined by the Issuers in good faith or if such fair market value may exceed $150.0 million, in writing by an Independent Financial Advisor, at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary other than an Unrestricted Subsidiary, to the extent the Investment in such Unrestricted Subsidiary was made by a Covenant Party or a Restricted Subsidiary pursuant to clause (7) of Section 4.07(b) hereof or to the extent such Investment constituted a Permitted Investment.

(b) The foregoing provisions of Section 4.07(a) will not prohibit:

(1) the payment of any dividend within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Indenture;

(2) (a) the redemption, repurchase, retirement or other acquisition of any (i) Equity Interests (“Treasury Capital Stock”) or Subordinated Indebtedness of the Issuers or any Guarantor or the Parent Intercompany Debt or (ii) Equity Interests of any direct or indirect parent company of VNUHF, in the case of each of clause (i) and (ii), in exchange for, or out of the proceeds of the substantially concurrent sale (other than to a Covenant Party or a Restricted Subsidiary) of, Equity Interests of VNUHF, or any direct or indirect parent company of VNUHF to the extent contributed to a Covenant Party or any Restricted Subsidiary (in each case, other than any Disqualified Stock) (“Refunding Capital Stock”), (b) the declaration and payment of dividends on the Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to a Covenant Party or a Restricted Subsidiary) of the Refunding Capital Stock, and (c) if immediately prior to the retirement of Treasury Capital Stock, the declaration and payment of dividends thereon was permitted under clause (6) of this Section 4.07(b) and not made pursuant to

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clause (2)(b), the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, retire or otherwise acquire any Equity Interests of any direct or indirect parent company of VNUHF) in an aggregate amount per year no greater than the aggregate amount of dividends per annum that were declarable and payable on such Treasury Capital Stock immediately prior to such retirement;

(3) the redemption, repurchase or other acquisition or retirement of Subordinated Indebtedness of an Issuer or a Restricted Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of an Issuer or a Restricted Guarantor, as the case may be, which is incurred in compliance with Section 4.09 hereof so long as:

(a) the principal amount (or accreted value, if applicable) of such new Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus any accrued and unpaid interest on, the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired for value, plus the amount of any premium required to be paid under the terms of the instrument governing the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired and any fees and expenses incurred in connection with the issuance of such new Indebtedness;

(b) such new Indebtedness is subordinated to the Notes or the applicable Guarantee at least to the same extent as such Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased, acquired or retired for value;

(c) such new Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired; and

(d) such new Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired;

(4) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests (other than Disqualified Stock) of VNUHF or any of its direct or indirect parent companies held by any future, present or former employee, director or consultant of a Covenant Party, any of their respective Subsidiaries or any of their respective direct or indirect parent companies pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement; provided, however, that the aggregate Restricted Payments made under this clause (4) do not exceed in any calendar year $25.0 million (which shall increase to $50.0 million subsequent to the consummation of an underwritten public Equity Offering of common stock) (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (without giving effect to the following proviso) of $50.0 million in any calendar year (which shall increase to $100.0 million subsequent to the consummation of an underwritten public Equity Offering of common stock)); provided further that such amount in any calendar year may be increased by an amount not to exceed:

(a) the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the VNUHF and, to the extent contributed to a Covenant Party, Equity Interests of any of the direct or indirect parent companies of VNUHF, in each case to members of management, directors or consultants of the Covenant Parties, any of their respective

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Subsidiaries or any of their respective direct or indirect parent companies that occurs after the Issue Date, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of clause (3) of Section 4.07(a) hereof; plus

(b) the cash proceeds of key man life insurance policies received by the Covenant Parties or any of the Restricted Subsidiaries after the Issue Date; plus

(c) the amount of any cash bonuses otherwise payable to members of management, directors or consultants of a Covenant Party, any of its Subsidiaries or any of its direct or indirect parent companies in connection with the Transactions that are foregone in return for the receipt of Equity Interests; less

(d) the amount of any Restricted Payments previously made with the cash proceeds described in clauses (a) and (b) of this clause (4);

and provided further that cancellation of Indebtedness owing to any Covenant Party or any Restricted Subsidiary from members of management of VNU, any of its Subsidiaries or its direct or indirect parent companies in connection with a repurchase of Equity Interests of VNU or any of VNU’s direct or indirect parent companies will not be deemed to constitute a Restricted Payment for purposes of this Section 4.07 or any other provision of this Indenture;

(5) the declaration and payment of dividends to holders of any class or series of Disqualified Stock of any of the Covenant Parties or any of the Restricted Subsidiaries issued in accordance with Section 4.09 hereof;

(6) (a) the declaration and payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued by any of the Covenant Parties or any of the Restricted Subsidiaries after the Issue Date, provided that the amount of dividends paid pursuant to this clause (a) shall not exceed the aggregate amount of cash actually received by a Covenant Party or a Restricted Subsidiary from the issuance of such Designated Preferred Stock;

(b) a Restricted Payment to a direct or indirect parent company of a Covenant Party or any of the Restricted Subsidiaries, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of such parent corporation issued after the Issue Date, provided that the amount of Restricted Payments paid pursuant to this clause (b) shall not exceed the aggregate amount of cash actually contributed to a Covenant Party or a Restricted Subsidiary from the sale of such Designated Preferred Stock; or

(c) the declaration and payment of dividends on Refunding Capital Stock that is Preferred Stock in excess of the dividends declarable and payable thereon pursuant to clause (2) of this Section 4.07(b);

provided, however, in the case of each of (a), (b) and (c) of this clause (6), that for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock or the declaration of such dividends on Refunding Capital Stock that is Preferred Stock, after giving effect to such issuance or declaration on a pro forma basis, the Consolidated Leverage Ratio shall be no greater than 6.75 to 1.00;

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(7) Investments in Unrestricted Subsidiaries having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (7) that are at the time outstanding, without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities, not to exceed 1.25% of Total Assets, in each case, at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(8) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

(9) the declaration and payment of dividends on a Covenant Party’s common stock (or a Restricted Payment to any direct or indirect parent entity to fund a payment of dividends on such entity’s common stock), following the first public Equity Offering of common stock after the Issue Date, of up to 6% per annum of the net cash proceeds received by or contributed to a Covenant Party in or from any such public Equity Offering;

(10) Restricted Payments that are made with Excluded Contributions;

(11) other Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (11) not to exceed 2.00% of Total Assets at the time made;

(12) distributions or payments of Receivables Fees;

(13) any Restricted Payment used to fund the Transactions and the fees and expenses related thereto or owed to Affiliates, in each case to the extent permitted by Section 4.11 hereof;

(14) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness (a) pursuant to the provisions similar to those described under Section 4.10 and Section 4.14 hereof; provided that all Notes tendered by Holders in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value;

(15) the declaration and payment of dividends by a Covenant Party or a Restricted Subsidiary to, or the making of loans to, any of their respective direct or indirect parents, or the making of any payment of interest or principal on, or redemption, repurchase, defeasance or other acquisition or retirement for value of, the Parent Intercompany Debt in amounts required for any direct or indirect parent companies to pay, in each case without duplication,

(a) franchise taxes and other fees, taxes and expenses required to maintain their corporate existence;

(b) federal, foreign, state and local income taxes provided that, in each fiscal year, the amount of such payments shall be equal to the amount that the Covenant Parties and the Restricted Subsidiaries would be required to pay in respect of federal, foreign, state and local income taxes if such entities were corporations paying taxes separately from any parent entity at the highest combined applicable federal, foreign, state and local tax rate for such fiscal year;

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(c) customary salary, bonus and other benefits payable to officers and employees of any direct or indirect parent company of the Covenant Parties and the Restricted Subsidiaries to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Covenant Parties and the Restricted Subsidiaries;

(d) general corporate operating and overhead costs and expenses of any direct or indirect parent company of the Covenant Parties and the Restricted Subsidiaries to the extent such costs and expenses are attributable to the ownership or operation of the Covenant Parties and the Restricted Subsidiaries;

(e) fees and expenses incurred in connection with the Transactions or owed to Affiliates, in each case to the extent permitted by Section 4.11 hereof;

(f) interest payable on Holdings Debt;

(g) amounts payable to Valcon Acquisition, B.V. by VNU pursuant to the Sponsor Management Agreements; and

(h) fees and expenses other than to Affiliates of the Issuers related to any unsuccessful equity or debt offering of such parent entity;

(16) the distribution, by dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to a Covenant Party or a Restricted Subsidiary by Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are cash and/or Cash Equivalents);

(17) any Restricted Payment used to fund the redemption of VNU’s 7% preferred shares as in effect on the Issue Date;

(18) any Restricted Payment of the proceeds of Indebtedness incurred to refinance the Sterling Notes or the VNU Senior Discount Notes and to pay accrued and unpaid interest, premium, fees and expenses related thereto;

(19) the forgiveness, cancellation, termination or disposition of the Transactions Intercompany Obligations; and

(20) payments or distributions to dissenting stockholders pursuant to applicable law, pursuant to or in connection with a consolidation, merger or transfer of all or substantially all of the assets of the Covenant Parties and the Restricted Subsidiaries, taken as a whole, that complies with Section 5.01 hereof; provided that as a result of such consolidation, merger or transfer of assets, the Issuers shall have made a Change of Control Offer and that all Notes tendered by Holders in connection with such Change of Control Offer have been repurchased, redeemed or acquired for value;

provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (11), (16) and (18) of this Section 4.07(b), no Default shall have occurred and be continuing or would occur as a consequence thereof.

(c) As of the Issue Date, all of the Subsidiaries of the Covenant Parties will be Restricted Subsidiaries, except for NetRatings, Inc. and BuzzMedia, Inc., each of which will initially be designated

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an Unrestricted Subsidiary. The Issuers shall not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the last sentence of the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Covenant Parties and the Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated shall be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the definition of “Investment.” Such designation shall be permitted only if a Restricted Payment in such amount would be permitted at such time, whether pursuant to Section 4.07(a) hereof or under clause (7), (10), (11) or (16) of Section 4.07(b) hereof, or pursuant to the definition of “Permitted Investments,” and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries will not be subject to any of the restrictive covenants set forth in this Indenture.

Section 4.08 Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.

(a) The Covenant Parties shall not, and shall not permit any of the Restricted Subsidiaries that are not Guarantors to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to:

(1) (A) pay dividends or make any other distributions to the Covenant Parties or any of the Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or

(B) pay any Indebtedness owed to the Covenant Parties or any of the Restricted Subsidiaries;

(2) make loans or advances to the Covenant Parties or any of the Restricted Subsidiaries; or

(3) sell, lease or transfer any of its properties or assets to the Covenant Parties or any of the Restricted Subsidiaries,

(b) The restrictions in Section 4.08(a) hereof shall not apply to encumbrances or restrictions existing under or by reason of:

(1) contractual encumbrances or restrictions in effect on the Issue Date, including pursuant to the Senior Credit Facilities and the related documentation and the Senior Notes and the related indenture;

(2) this Indenture and the Notes;

(3) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature discussed in clause (3) of Section 4.08(a) hereof on the property so acquired;

(4) applicable law or any applicable rule, regulation or order;

(5) any agreement or other instrument of a Person acquired by any of the Covenant Parties or any of the Restricted Subsidiaries in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired;

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(6) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of (i) a Covenant Party or (ii) a Restricted Subsidiary, pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary that impose restrictions on the assets to be sold;

(7) Secured Indebtedness otherwise permitted to be incurred pursuant to Section 4.09 hereof and Section 4.12 hereof that limit the right of the debtor to dispose of the assets securing such Indebtedness;

(8) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(9) other Indebtedness, Disqualified Stock or Preferred Stock of Foreign Subsidiaries permitted to be incurred subsequent to the Issue Date pursuant to the provisions of the covenant described under Section 4.09 hereof;

(10) customary provisions in joint venture agreements and other similar agreements relating solely to such joint venture;

(11) customary provisions contained in leases or licenses of intellectual property and other agreements, in each case, entered into in the ordinary course of business;

(12) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) of Section 4.08(a) hereof imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (11) of this Section 4.08(b); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuers, no more restrictive with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and

(13) restrictions created in connection with any Receivables Facility that, in the good faith determination of the Issuers are necessary or advisable to effect such Receivables Facility.

Section 4.09 Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.

(a) The Covenant Parties shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently, or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the Issuers and the Restricted Guarantors shall not issue any shares of Disqualified Stock and shall not permit any Restricted Subsidiary that is not a Guarantor to issue any shares of Disqualified Stock or Preferred Stock; provided, however, that the Issuers and the Restricted Guarantors may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary that is not a Guarantor may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of Preferred Stock, if the Consolidated Leverage Ratio at the time such additional Indebtedness is incurred or such

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Disqualified Stock or Preferred Stock is issued would have been no greater than 6.75 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of the most recently ended four fiscal quarters for which internal financial statements are available.

(b) The provisions of Section 4.09(a) hereof shall not apply to:

(1) the incurrence of Indebtedness under Credit Facilities by the Covenant Parties or any of the Restricted Subsidiaries and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof), up to an aggregate principal amount of $6,000 million outstanding at any one time;

(2) the incurrence by the Issuers and any Restricted Guarantor of Indebtedness represented by (a) the Notes (including any Guarantee) (other than any Additional Notes) and (b) the Senior Notes (including any guarantee thereof);

(3) Indebtedness of the Covenant Parties and the Restricted Subsidiaries in existence on the Issue Date (other than Indebtedness described in clauses (1) and (2) of this Section 4.09(b));

(4) Indebtedness (including Capitalized Lease Obligations), Disqualified Stock and Preferred Stock incurred by the Covenant Parties or any of the Restricted Subsidiaries, to finance the purchase, lease or improvement of property (real or personal) or equipment that is used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets;

(5) Indebtedness incurred by a Covenant Party or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims; provided, however, that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence;

(6) Indebtedness arising from agreements of a Covenant Party or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided, however, that

(A) such Indebtedness is not reflected on the balance sheet (other than by application of FIN 45 as a result of an amendment to an obligation in existence on the Issue Date) of a Covenant Party or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (6)(A)); and

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(B) the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including non-cash proceeds (the fair market value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the Covenant Parties and the Restricted Subsidiaries in connection with such disposition;

(7) Indebtedness of a Covenant Party or a Restricted Subsidiary to another Covenant Party or another Restricted Subsidiary; provided that any such Indebtedness owing by an Issuer or a Guarantor to a Restricted Subsidiary that is not a Guarantor is expressly subordinated in right of payment to the Notes; provided further that any subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to a Covenant Party or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause (7);

(8) shares of Preferred Stock of a Restricted Subsidiary issued to a Covenant Party or another Restricted Subsidiary, provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to a Covenant Party or a Restricted Subsidiary) shall be deemed in each case to be an issuance of such shares of Preferred Stock not permitted by this clause (8);

(9) Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting interest rate risk with respect to any Indebtedness permitted to be incurred pursuant to this Section 4.09, exchange rate risk or commodity pricing risk;

(10) obligations in respect of performance, bid, appeal and surety bonds and completion guarantees provided by any of the Covenant Parties or any of the Restricted Subsidiaries in the ordinary course of business or consistent with past practice;

(11) (a) Indebtedness or Disqualified Stock of an Issuer or any Restricted Guarantor and Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary that is not a Guarantor in an aggregate principal amount or liquidation preference equal to 200.0% of the net cash proceeds received by the Covenant Parties and the Restricted Subsidiaries since immediately after the Issue Date from the issue or sale of Equity Interests of VNUHF or any direct or indirect parent entity of VNUHF (which proceeds are contributed to a Covenant Party or a Restricted Subsidiary) or cash contributed to the capital of a Covenant Party (in each case, other than proceeds of Disqualified Stock or sales of Equity Interests to, or contributions received from, any Covenant Party or any of their respective Subsidiaries) as determined in accordance with clauses (3)(b) and (3)(c) of Section 4.07(a) hereof to the extent such net cash proceeds or cash have not been applied pursuant to such clauses to make Restricted Payments or to make other Investments, payments or exchanges pursuant to Section 4.07(b) hereof or to make Permitted Investments (other than Permitted Investments specified in clauses (1) and (3) of the definition thereof) and (b) Indebtedness or Disqualified Stock of an Issuer or a Restricted Guarantor and Indebtedness, Disqualified Stock or Preferred Stock of any Restricted Subsidiary that is not a Guarantor not otherwise permitted hereunder in an aggregate principal amount or liquidation preference, which when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred pursuant to this clause (11)(b), does not at any one time outstanding exceed $400.0 million (it being understood

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that any Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to this clause (11)(b) shall cease to be deemed incurred or outstanding for purposes of this clause (11)(b) but shall be deemed incurred for the purposes of Section 4.09(a) hereof from and after the first date on which a Covenant Party or such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred Stock under Section 4.09(a) hereof without reliance on this clause (11)(b));

(12) the incurrence by a Covenant Party or any Restricted Subsidiary of Indebtedness, Disqualified Stock or Preferred Stock which serves to refund or refinance:

(a) any Indebtedness, Disqualified Stock or Preferred Stock incurred as permitted under Section 4.09(a) hereof and clauses (2), (3) and (11)(a) of this Section 4.09(b), this clause (12) and clause (13) of this Section 4.09(b), or

(b) any Indebtedness, Disqualified Stock or Preferred Stock issued to so refund or refinance the Indebtedness, Disqualified Stock or Preferred Stock described in clause (a) of this Section 4.09(b)(12),

including, in each case, additional Indebtedness, Disqualified Stock or Preferred Stock incurred to pay premiums (including tender premiums), defeasance costs and fees and expenses in connection therewith (collectively, the “Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness:

(A) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being refunded or refinanced,

(B) to the extent such Refinancing Indebtedness refinances (i) Indebtedness subordinated or pari passu to the Notes or any Guarantee thereof, such Refinancing Indebtedness is subordinated or pari passu to the Notes or the Guarantee at least to the same extent as the Indebtedness being refinanced or refunded or (ii) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively, and

(C) shall not include:

(i) Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Issuer;

(ii) Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Subsidiary that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of a Restricted Guarantor; or

(iii) Indebtedness, Disqualified Stock or Preferred Stock of a Covenant Party or a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary;

and provided further that subclause (A) of this clause (12) will not apply to any refunding or refinancing of any Senior Indebtedness;

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(13) Indebtedness, Disqualified Stock or Preferred Stock of (x) a Covenant Party or a Restricted Subsidiary incurred to finance an acquisition or (y) Persons that are acquired by a Covenant Party or any Restricted Subsidiary or merged into a Covenant Party or a Restricted Subsidiary in accordance with the terms of this Indenture; provided that either

(i) such Indebtedness, Disqualified Stock or Preferred Stock:

(a) is not Secured Indebtedness and Senior Subordinated Indebtedness or Subordinated Indebtedness with terms no less favorable to the holders thereof than the subordination terms set forth in this Indenture as in effect on the Issue Date;

(b) is not incurred while a Default exists and no Default shall result therefrom; and

(c) matures and does not require any payment of principal prior to the final maturity or the Notes (other than in a manner consistent with the terms of this Indenture); or

(ii) after giving effect to such acquisition or merger, either

(a) the Issuers would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in Section 4.09(a) hereof, or

(b) the Consolidated Leverage Ratio is less than immediately prior to such acquisition or merger;

(14) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence;

(15) Indebtedness of a Covenant Party or any of the Restricted Subsidiaries supported by a letter of credit issued pursuant to the Credit Facilities, in a principal amount not in excess of the stated amount of such letter of credit;

(16) (a) any guarantee by a Covenant Party or a Restricted Subsidiary of Indebtedness or other obligations of any Covenant Party that is not an Issuer or any Restricted Subsidiary so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of this Indenture, or

(b) any guarantee by a Covenant Party or a Restricted Subsidiary of Indebtedness of the Issuers; provided that such guarantee is incurred in accordance with Section 4.15 hereof;

(17) Indebtedness of Foreign Subsidiaries of a Covenant Party or any Restricted Subsidiary incurred not to exceed at any one time outstanding and together with any other Indebtedness incurred under this clause (17) 5.0% of the Total Assets of the Foreign Subsidiaries (it being understood that any Indebtedness incurred pursuant to this clause (17) shall cease to be deemed incurred or outstanding for purposes of this clause (17) but shall be deemed incurred for the purposes of Section 4.09(a) hereof from and after the first date on which such Foreign Subsidiary could have incurred such Indebtedness under Section 4.09(a) hereof without reliance on this clause (17));

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(18) Indebtedness, Disqualified Stock or Preferred Stock of a Covenant Party or a Restricted Subsidiary incurred to finance or assumed in connection with an acquisition in a principal amount not to exceed $200.0 million in the aggregate at any one time outstanding together with all other Indebtedness, Disqualified Stock and/or Preferred Stock issued under this clause (18) (it being understood that any Indebtedness, Disqualified Stock or Preferred Stock incurred pursuant to this clause (18) shall cease to be deemed incurred or outstanding for purposes of this clause (18) but shall be deemed incurred for the purposes of Section 4.09(a) hereof from and after the first date on which such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or Preferred Stock under Section 4.09(a) hereof without reliance on this clause (18));

(19) Indebtedness of a Covenant Party or any of the Restricted Subsidiaries consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements in each case, incurred in the ordinary course of business;

(20) Indebtedness consisting of Indebtedness issued by a Covenant Party or any of the Restricted Subsidiaries to current or former officers, directors and employees thereof or any direct or indirect parent thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of a Covenant Party, a Restricted Subsidiary or any of their respective direct or indirect parent companies to the extent described in clause (4) of Section 4.07(b) hereof; and

(21) Indebtedness incurred on behalf of, or representing Guarantees of Indebtedness of, joint ventures of a Covenant Party or any Restricted Subsidiary not in excess of $25.0 million at any time outstanding.

(c) For purposes of determining compliance with Section 4.09:

(1) in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in clauses (1) through (21) of Section 4.09(b) hereof or is entitled to be incurred pursuant to Section 4.09(a) hereof, the Issuers, in their sole discretion, shall classify or reclassify such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) and shall only be required to include the amount and type of such Indebtedness, Disqualified Stock or Preferred Stock in one of the above clauses; provided that all Indebtedness outstanding under the Credit Facilities on the Issue Date shall be treated as incurred on the Issue Date under clause (1) of Section 4.09(b) hereof; and

(2) at the time of incurrence, the Issuers will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in Section 4.09(a) and Section 4.09(b) hereof.

Accrual of interest, the accretion of accreted value and the payment of interest or dividends in the form of additional Indebtedness, Disqualified Stock or Preferred Stock, as applicable, will not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this Section 4.09.

For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated

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in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced.

The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing.

Section 4.10 Asset Sales.

(a) The Covenant Parties shall not, and shall not permit any of the Restricted Subsidiaries to, cause, make or suffer to exist an Asset Sale, unless:

(1) a Covenant Party or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Issuers) of the assets sold or otherwise disposed of; and

(2) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by a Covenant Party or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of:

(A) any liabilities (as shown on such Covenant Party’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of a Covenant Party or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes, that are assumed by the transferee of any such assets and for which the Covenant Parties and all of the Restricted Subsidiaries have been validly released by all creditors in writing,

(B) any securities received by such Covenant Party or such Restricted Subsidiary from such transferee that are converted by such Covenant Party or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale, and

(C) any Designated Non-cash Consideration received by such Covenant Party or such Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed 5.0% of Total Assets at the time of the receipt of such Designated Non-cash Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value,

shall be deemed to be cash for purposes of this provision and for no other purpose.

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(b) Within 15 months after the receipt of any Net Proceeds of any Asset Sale, such Covenant Party or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale,

(1) to permanently reduce:

(A) Obligations under the Senior Indebtedness of an Issuer or a Restricted Guarantor and to correspondingly reduce commitments with respect thereto;

(B) Obligations under (i) Notes (to the extent such purchases are at or above 100% of the Accreted Value thereof) or (ii) any other Senior Subordinated Indebtedness of an Issuer or a Restricted Guarantor (and to correspondingly reduce commitments with respect thereto); provided that the Issuers shall equally and ratably reduce Obligations under the Notes as provided under Section 3.07 hereof through open-market purchases (to the extent such purchases are at or above 100% of the Accreted Value thereof) or by making an offer (in accordance with this Section 4.10(c) hereof) to all Holders of Notes to purchase their Notes at 100% of the Accreted Value thereof, plus, in the case of each of clauses (i) and (ii), without duplication, the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid; or

(C) Indebtedness of a Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to a Covenant Party or another Restricted Subsidiary; or

(2) to make (A) an Investment in any one or more businesses, provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in a Covenant Party or Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) properties, (C) capital expenditures or (D) acquisitions of other assets that, in the case of each of (A), (B), (C) and (D) are either (x) used or useful in a Similar Business or (y) replace the businesses, properties and/or assets that are the subject of such Asset Sale;

provided that, in the case of clause (2) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as the Covenant Party, or such other Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, such Covenant Party or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination; provided further that if any Second Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds. Notwithstanding anything to the contrary, any Net Proceeds from the sale, transfer, conveyance or other disposal of all or substantially all of the assets of ACN and its Subsidiaries that are Restricted Subsidiaries to the extent otherwise permitted under this Indenture, will be applied in accordance with this paragraph within 12 months after receipt of such Net Proceeds, and the proviso to the previous sentence with respect to Acceptable Commitments and Second Commitments will not be applicable to the application of such Net Proceeds.

(c) Any Net Proceeds from the Asset Sale that are not invested or applied as provided and within the time period set forth in Section 4.10(b) will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $100.0 million, the Issuers shall make an offer to all Holders of the Notes and, if required by the terms of any Senior Subordinated Indebtedness,

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to the holders of such Senior Subordinated Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate Accreted Value or principal amount, as applicable, of the Notes and such Senior Subordinated Indebtedness that is a minimum of $2,000 or an integral multiple of $1,000 (in each case in aggregate principal amount at maturity), that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the Accreted Value or principal amount at maturity thereof, as applicable, plus, without duplication, accrued and unpaid interest and Additional Interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. The Issuers shall commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $100.0 million by mailing the notice required pursuant to the terms of this Indenture, with a copy to the Trustee.

To the extent that the aggregate Accreted Value or principal amount, as applicable, of Notes and such Senior Subordinated Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuers may use any remaining Excess Proceeds for general corporate purposes, subject to the other covenants contained in this Indenture. If the aggregate Accreted Value or principal amount, as applicable, of Notes and the Senior Subordinated Indebtedness surrendered in an Asset Sale Offer exceeds the amount, as applicable, of Excess Proceeds, the Trustee shall select the Notes and such Senior Subordinated Indebtedness to be purchased on a pro rata basis based on the Accreted Value or principal amount, as applicable, of the Notes and such Senior Subordinated Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

(d) Pending the final application of any Net Proceeds pursuant to this covenant, the holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Proceeds in any manner not prohibited by this Indenture.

(e) The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by virtue thereof.

Section 4.11 Transactions with Affiliates.

(a) The Covenant Parties shall not, and shall not permit any of the Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuers (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $20.0 million, unless:

(1) such Affiliate Transaction is on terms that are not materially less favorable to the relevant Covenant Party or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by such Covenant Party or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis; and

(2) the Issuers deliver to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $50.0 million, a resolution adopted by the majority of the board of directors of the Issuers approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) of this Section 4.11(a).

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(b) The provisions of Section 4.11(a) hereof shall not apply to the following:

(1) transactions between or among the Covenant Parties or any of the Restricted Subsidiaries;

(2) Restricted Payments permitted by Section 4.07 hereof and the definition of “Permitted Investments”;

(3) the payment of management, consulting, monitoring, transaction, advisory and termination fees and related expenses to Valcon Acquisition, B.V., in each case pursuant to the Sponsor Management Agreements;

(4) the payment of reasonable and customary fees paid to, and indemnities provided on behalf of, Officers, directors, employees or consultants of Covenant Parties, any of their direct or indirect parent companies or any of the Restricted Subsidiaries;

(5) transactions in which any of the Covenant Parties or any of the Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to such Covenant Party or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable to such Covenant Party or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by such Covenant Party or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis;

(6) any agreement as in effect as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous to the Holders when taken as a whole as compared to the applicable agreement as in effect on the Issue Date);

(7) the existence of, or the performance by the Covenant Parties or any of the Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Covenant Parties or any of the Restricted Subsidiaries of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders when taken as a whole;

(8) the Transactions and the payment of all fees and expenses related to the Transactions, in each case as disclosed in the Offering Memorandum;

(9) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which are fair to the Covenant Parties and the Restricted Subsidiaries, in the reasonable determination of the board of directors of the Issuers or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;

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(10) the issuance of Equity Interests (other than Disqualified Stock) of VNUHF to its direct or indirect parent or to any Permitted Holder or the contribution to the common equity of any Covenant Party or Restricted Subsidiary;

(11) sales of accounts receivable, or participations therein, in connection with any Receivables Facility;

(12) payments by a Covenant Party or any of the Restricted Subsidiaries to any of the Investors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by a majority of the board of directors of the Issuers in good faith;

(13) payments or loans (or cancellation of loans) to employees or consultants of the Covenant Parties, any of their direct or indirect parent companies or any of the Restricted Subsidiaries and employment agreements, stock option plans and other similar arrangements with such employees or consultants which, in each case, are approved by the Issuers in good faith; and

(14) Investments by the Investors, a Foreign Parent or any direct or indirect parent of a Foreign Parent in securities of the Covenant Parties or any of the Restricted Subsidiaries so long as (i) the investment is being offered generally to other investors on the same or more favorable terms and (ii) the investment constitutes less than 5% of the proposed or outstanding issue amount of such class of securities.

Section 4.12 Liens.

The Covenant Parties shall not, and shall not permit any Restricted Guarantor to, directly or indirectly, create, incur, assume or suffer to exist any Lien (except Permitted Liens) that secures obligations under any Indebtedness ranking pari passu with or subordinated to the Notes or any related Guarantee, on any asset or property of the Issuers or any Restricted Guarantor, or any income or profits therefrom, or assign or convey any right to receive income therefrom, unless:

(1) in the case of Liens securing Subordinated Indebtedness, the Notes and related Guarantees are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; or

(2) in all other cases, the Notes or the Guarantees are equally and ratably secured.

The foregoing shall not apply to (A) Liens securing the Notes and the related Guarantees, (B) Liens securing Senior Indebtedness of an Issuer or any Restricted Guarantor.

Section 4.13 Corporate Existence.

Subject to Article 5 hereof, the Issuers shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) their corporate existence, and the corporate, partnership or other existence of each of the Restricted Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Issuers or any such Restricted Subsidiary and (ii) the rights (charter and statutory), licenses and franchises of the Issuers and the Restricted Subsidiaries; provided that the Issuers shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of the Restricted Subsidiaries, if the Issuers in good faith shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Issuers and the Restricted Subsidiaries, taken as a whole.

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Section 4.14 Offer to Repurchase Upon Change of Control.

(a) If a Change of Control occurs, unless the Issuers have previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuers shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate Accreted Value thereof plus, without duplication, accrued and unpaid interest and Additional Interest, if any, to the date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuers shall send notice of such Change of Control Offer by first-class mail, with a copy to the Trustee and each Agent, to each Holder of Notes to the address of such Holder appearing in the security register with a copy to the Trustee and each Agent, with the following information:

(1) that a Change of Control Offer is being made pursuant to this Section 4.14. and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuers;

(2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);

(3) that any Senior Note not properly tendered will remain outstanding and continue to accrete or accrue interest, as the case may be;

(4) that unless the Issuers default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrete or accrue interest on the Change of Control Payment Date, as the case may be;

(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control notice, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount at maturity of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;

(7) that if the Issuers are redeeming less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to a minimum of $2,000 or an integral multiple of $1,000 in principal amount at maturity; and

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(8) the other instructions, as determined by the Issuers, consistent with this Section 4.14, that a Holder must follow.

The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (a) the notice is mailed in a manner herein provided and (b) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.14, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue thereof.

(b) On the Change of Control Payment Date, the Issuers will, to the extent permitted by law,

(1) accept for payment all Notes issued by them or portions thereof properly tendered pursuant to the Change of Control Offer,

(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered, and

(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuers.

(c) The Issuers shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 applicable to a Change of Control Offer made by the Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.

(d) Other than as specifically provided in this Section 4.14, any purchase pursuant to this Section 4.14 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof.

Section 4.15 Limitation on Guarantees of Indebtedness by Restricted Subsidiaries.

The Covenant Parties will not permit any Restricted Subsidiary that is a Wholly-Owned Subsidiary of a Covenant Party (and non-Wholly-Owned Subsidiaries if such non-Wholly-Owned Subsidiaries guarantee other capital markets debt securities), other than a Guarantor or a Foreign Subsidiary of a Domestic Subsidiary, to guarantee the payment of any Indebtedness of the Issuers or any other Guarantor unless:

(1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuers or any Guarantor:

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(a) if the Notes or such Guarantor’s Guarantee are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such Indebtedness substantially to the same extent as the Notes are subordinated to such Indebtedness; and

(b) if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes or such Guarantor’s Guarantee; and

(2) such Restricted Subsidiary shall within 30 days deliver to the Trustee an Opinion of Counsel reasonably satisfactory to the Trustee;

provided that this Section 4.15 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary.

Section 4.16 Suspension of Certain Covenants.

(a) During any period of time that: (i) the Notes have Investment Grade Ratings from both Rating Agencies and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the Covenant Parties and the Restricted Subsidiaries shall not be subject to Section 4.07 hereof, Section 4.08 hereof, Section 4.09 hereof, Section 4.10 hereof, Section 4.11 hereof, Section 4.14 hereof, Section 4.15 hereof and clause (4) of Section 5.01 hereof (the “Suspended Covenants”).

(b) In the event that the Covenant Parties and the Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of the foregoing, and on any subsequent date (the “Reversion Date”) one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below an Investment Grade Rating then the Covenant Parties and the Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants under this Indenture. The period of time between the Covenant Suspension Event and the Reversion Date is referred to herein as the “Suspension Period”.

(c) In the event that the Covenant Parties and the Restricted Subsidiaries are not subject to the Suspended Covenants and the Issuers or any of their Affiliates enter into an agreement to effect a transaction that would result in a Change of Control and one or more of the Rating Agencies indicate that if consummated, such transaction (alone or together with any related recapitalization or refinancing transactions) would cause such Rating Agency to withdraw its Investment Grade Rating or downgrade the ratings assigned to the Notes below an Investment Grade Rating, then the Covenant Parties and the Restricted Subsidiaries shall thereafter again be subject to Section 4.14 hereof with respect to future events, including, without limitation, a proposed transaction described in this clause (c).

(d) On the Reversion Date, all Indebtedness Incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be classified as having been Incurred or issued pursuant to Section 4.09(a) or Section 4.09(b) (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be Incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness Incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness or Disqualified Stock or Preferred Stock would not be

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so permitted to be Incurred or issued pursuant to Sections 4.09(a) or (b), such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(3). Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.07 will be made as though Section 4.07 had been in effect since the Issue Date and throughout the Suspension Period. For the avoidance of doubt, Restricted Payments made during the Suspension Period shall reduce the amount available to be made as Restricted Payments under Section 4.07(a). No Default or Event of Default shall be deemed to have occurred on the Reversion Date as a result of any actions taken by the Covenant Parties or the Restricted Subsidiaries during the Suspension Period. For purposes of Section 4.10, on the Reversion Date, the unutilized Excess Proceeds amount shall be reset to zero.

(e) The Issuers shall deliver promptly to the Trustee an Officer’s Certificate notifying it of any such occurrence under this Section 4.16.

Section 4.17 Limitation on Layering.

Notwithstanding anything to the contrary, the Issuers shall not, and shall not permit any Restricted Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is subordinate in right of payment to any Senior Indebtedness of the Issuers or such Guarantor, as the case may be, unless such Indebtedness is either:

(a) equal in right of payment with the Notes or such Restricted Guarantor’s Guarantee of the Notes, as the case may be; or

(b) expressly subordinated in right of payment to the Notes or such Restricted Guarantor’s Guarantee of the Notes, as the case may be.

For the purposes of this Indenture, Indebtedness that is unsecured is not deemed to be subordinated or junior to Secured Indebtedness merely because it is unsecured, and Senior Indebtedness is not deemed to be subordinated or junior to any other Senior Indebtedness merely because it has a junior priority with respect to the same collateral.

ARTICLE 5

SUCCESSORS

Section 5.01 Merger, Consolidation or Sale of All or Substantially All Assets.

(a) Neither Issuer nor VNUHF may consolidate or merge with or into or wind up into (whether or not such Person is the surviving corporation), and VNUHF may not sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Covenant Parties and the Restricted Subsidiaries, taken as a whole, in one or more related transactions, to any Person unless:

(1) such Issuer or VNUHF, as applicable, is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than such Issuer or VNUHF, as applicable) or the Person to whom such sale, assignment, transfer, lease, conveyance or other disposition will have been made is organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Person, as the case may be, being herein called the “Successor Company”);

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(2) the Successor Company, if other than such Issuer or VNUHF, as applicable, expressly assumes all the obligations of such Issuer under the Notes or VNUHF under its Guarantee, as applicable, pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

(3) immediately after such transaction, no Default exists;

(4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four-quarter period,

(A) the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in Section 4.09(a) hereof or

(B) the Consolidated Leverage Ratio would be less than such Ratio immediately prior to such transaction;

(5) each Guarantor, unless it is the other party to the transactions described above, in which case Section 5.01(c)(1)(B) hereof shall apply, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this Indenture, the Notes and the Registration Rights Agreement; and

(6) the Issuers shall have delivered to the Trustee an Officer’s Certificate (from each Issuer) and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture.

(b) The Successor Company shall succeed to, and be substituted for such Issuer or VNUHF, as applicable, as the case may be, under this Indenture, the Guarantees and the Notes, as applicable. Notwithstanding clauses (3) and (4) of Section 5.01(a) hereof,

(x) any Covenant Party or Restricted Subsidiary may consolidate with or merge into or transfer all or part of its properties and assets to an Issuer or Restricted Guarantor; and

(y) an Issuer may merge with an Affiliate of such Issuer, as the case may be, solely for the purpose of reorganizing such Issuer in a State of the United States so long as the amount of Indebtedness of the Covenant Parties and the Restricted Subsidiaries is not increased thereby.

(c) Subject to certain limitations described in this Indenture governing release of a Guarantee upon the sale, disposition or transfer of a guarantor, no Restricted Guarantor shall, and the Covenant Parties shall not permit any Restricted Guarantor to, consolidate or merge with or into or wind up into (whether or not an Issuer or Restricted Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

(1) (A) such Restricted Guarantor is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than such Restricted Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the jurisdiction of organization of such Restricted Guarantor, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Restricted Guarantor or such Person, as the case may be, being herein called the “Successor Person”);

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(B) the Successor Person, if other than such Restricted Guarantor, expressly assumes all the obligations of such Restricted Guarantor under this Indenture and such Restricted Guarantor’s related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

(C) immediately after such transaction, no Default exists; and

(D) the Issuers shall have delivered to the Trustee an Officer’s Certificate (from each Issuer) and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture; or

(2) in the case of any Restricted Guarantor other than VNUHF, the transaction does not violate Section 4.10 hereof.

(d) In the case of clause 5.01(c)(1) above, the Successor Person shall succeed to, and be substituted for, such Restricted Guarantor under this Indenture and such Restricted Guarantor’s Guarantee. Notwithstanding the foregoing, any Restricted Guarantor may merge into or transfer all or part of its properties and assets to another Restricted Guarantor or an Issuer.

Notwithstanding the foregoing, solely for purposes of this Section 5.01, the sale, transfer, conveyance or other disposal of ACN and its Subsidiaries that are Restricted Subsidiaries shall not constitute a sale, transfer, conveyance or other disposal of all or substantially all of the assets of the Covenant Parties and the Restricted Subsidiaries, taken as a whole, so long as, at the time of such transaction, (a) the EBITDA of ACN and its Restricted Subsidiaries on a consolidated basis for the four most recently ended fiscal quarters for which internal financial statements are available represented less than 45% of the EBITDA of the Covenant Parties and the Restricted Subsidiaries on a consolidated basis for the same four-quarter period and (b) the Covenant Parties and the Restricted Subsidiaries would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in the first paragraph of Section 4.09(a) hereof.

Section 5.02 Successor Corporation Substituted.

Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuers or VNUHF in accordance with Section 5.01 hereof, the successor corporation formed by such consolidation or into or with which an Issuer or VNUHF is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the Issuers or VNUHF shall refer instead to the successor corporation and not to the Issuers or VNUHF, as the case may be), and may exercise every right and power of the Issuers or VNUHF, as the case may be, under this Indenture with the same effect as if such successor Person had been named as the Issuers or VNUHF, as the case may be, herein; provided that the predecessor Issuers or VNUHF shall not be relieved from the obligation to pay the principal of and interest and Additional Interest, if any, on the Notes except in the case of a sale, assignment, transfer, conveyance or other disposition of all of the Issuers’ or VNUHF’s assets that meets the requirements of Section 5.01 hereof.

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ARTICLE 6

DEFAULTS AND REMEDIES

Section 6.01 Events of Default.

(a) An “Event of Default” wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(1) default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of (or Accreted Value) or premium, if any, on the Notes (whether or not prohibited by the subordination provisions of this Indenture);

(2) default for 30 days or more in the payment when due of interest or Additional Interest on or with respect to the Notes (whether or not prohibited by the subordination provisions of this Indenture);

(3) failure by the Issuers or any Guarantor for 60 days after receipt of written notice given by the Trustee or the Holders of not less 30% in principal amount at maturity of the Notes to comply with any of its obligations, covenants or agreements (other than a default referred to in clauses (1) and (2) above) contained in this Indenture or the Notes;

(4) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by any Covenant Party or any of the Restricted Subsidiaries or the payment of which is guaranteed by any Covenant Party or any of the Restricted Subsidiaries, other than Indebtedness owed to a Covenant Party or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is created after the issuance of the Notes, if both:

(i) such default either results from the failure to pay any principal of such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity; and

(ii) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $100.0 million or more at any one time outstanding;

(5) failure by a Covenant Party or any Significant Party to pay final judgments aggregating in excess of $100.0 million, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding have been commenced by any creditor upon such judgment or decree which is not promptly stayed;

(6) the Issuers or any of the Restricted Subsidiaries that is a Significant Party or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Party, pursuant to or within the meaning of any Bankruptcy Law:

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(i) commences proceedings to be adjudicated bankrupt or insolvent;

(ii) consents to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under applicable Bankruptcy law;

(iii) consents to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of it or for all or substantially all of its property;

(iv) makes a general assignment for the benefit of its creditors; or

(v) generally is not paying its debts as they become due;

(7) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(i) is for relief against the Issuers or any of the Restricted Subsidiaries that is a Significant Party or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Party, in a proceeding in which the Issuers or any such Restricted Subsidiaries, that is a Significant Party or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Party, is to be adjudicated bankrupt or insolvent;

(ii) appoints a receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Issuers or any of the Restricted Subsidiaries that is a Significant Party or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Party, or for all or substantially all of the property of the Issuers or any of the Restricted Subsidiaries that is a Significant Party or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Party; or

(iii) orders the liquidation of the Issuers or any of the Restricted Subsidiaries that is a Significant Party or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Party;

and the order or decree remains unstayed and in effect for 60 consecutive days; or

(8) the Guarantee of any Significant Party shall for any reason cease to be in full force and effect or be declared null and void or any responsible officer of any Guarantor that is a Significant Party, as the case may be, denies that it has any further liability under its Guarantee or gives notice to such effect, other than by reason of the termination of this Indenture or the release of any such Guarantee in accordance with this Indenture.

(b) In the event of any Event of Default specified in clause (4) of Section 6.01(a) hereof, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose:

(1) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged; or

(2) holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or

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(3) the default that is the basis for such Event of Default has been cured.

Section 6.02 Acceleration.

(a) If any Event of Default (other than an Event of Default specified in clause (6) or (7) of Section 6.01(a) hereof) occurs and is continuing under this Indenture, the Trustee or the Holders of at least 30% in principal amount at maturity of the then total outstanding Notes may declare the principal (or Accreted Value) premium, if any (without duplication), interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately; provided, however, that so long as any Indebtedness permitted to be incurred under this Indenture as part of the Senior Credit Facilities shall be outstanding, no such acceleration shall be effective until the earlier of:

(1) acceleration of any such Indebtedness under the Senior Credit Facilities; or

(2) five Business Days after the giving of written notice of such acceleration to the Issuers and the administrative agent under the Senior Credit Facilities.

Upon the effectiveness of such declaration, such principal (or Accreted Value) and interest shall be due and payable immediately. The Trustee shall have no obligation to accelerate the Notes if and so long as a committee of its Responsible Officers in good faith determines acceleration is not in the best interest of the Holders of the Notes.

(b) Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) or (7) of Section 6.01(a) hereof, all outstanding Notes shall be due and payable immediately without further action or notice.

(c) The Holders of a majority in aggregate principal amount at maturity of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal (or Accreted Value) interest, Additional Interest, if any, or premium that has become due solely because of the acceleration) have been cured or waived.

Section 6.03 Other Remedies.

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal (or Accreted Value) premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

Section 6.04 Waiver of Past Defaults.

Holders of not less than a majority in aggregate principal amount at maturity of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences hereunder, except a continuing Default in the payment of the principal (or Accreted Value) of, premium, if any, Additional Interest, if any, or interest on, any Note held by a non-consenting Holder (including in connection with an Asset Sale Offer or a Change of Control Offer);

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provided, subject to Section 6.02 hereof, that the Holders of a majority in aggregate principal amount at maturity of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

Section 6.05 Control by Majority.

Holders of a majority in principal amount at maturity of the then total outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder of a Note or that would involve the Trustee in personal liability.

Section 6.06 Limitation on Suits.

Subject to Section 6.07 hereof, no Holder of a Note may pursue any remedy with respect to this Indenture or the Notes unless:

(1) such Holder has previously given the Trustee notice that an Event of Default is continuing;

(2) Holders of at least 30% in principal amount at maturity of the total outstanding Notes have requested the Trustee to pursue the remedy;

(3) Holders of the Notes have offered the Trustee reasonable security or indemnity against any loss, liability or expense;

(4) the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and

(5) Holders of a majority in principal amount at maturity of the total outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note.

Section 6.07 Rights of Holders of Notes to Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal (or Accreted Value) premium, if any, and Additional Interest, if any, and interest on the Note, on or after the respective due dates expressed in the Note (including in connection with an Asset Sale Offer or a Change of Control Offer), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

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Section 6.08 Collection Suit by Trustee.

If an Event of Default specified in Section 6.01(a)(1) or (2) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuers for the whole amount of principal (or Accreted Value) of, premium, if any, and Additional Interest, if any, and, without duplication, interest remaining unpaid on the Notes and interest on overdue principal (or Accreted Value) and, to the extent lawful, interest and, without duplication, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

Section 6.09 Restoration of Rights and Remedies.

If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceedings, the Issuers, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding has been instituted.

Section 6.10 Rights and Remedies Cumulative.

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.07 hereof, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 6.11 Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Holder of any Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

Section 6.12 Trustee May File Proofs of Claim.

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Issuers (or any other obligor upon the Notes including the Guarantors), its creditors or its property and shall be entitled and empowered to participate as a member in any official committee of creditors appointed in such matter and to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses,

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disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.13 Priorities.

If the Trustee or any Agent collects any money pursuant to this Article 6, it shall pay out the money in the following order:

(i) to the Trustee, the Agents, their agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee or any Agent and the costs and expenses of collection;

(ii) to holders of Senior Indebtedness of the Issuers and, if such money or property has been collected from a Guarantor, to holders of Senior Indebtedness of such Guarantor, in each case to the extent required by Article 10 and/or Article 12 hereof, as applicable;

(iii) to Holders of Notes for amounts due and unpaid on the Notes for principal (or Accreted Value), premium, if any, and Additional Interest, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal (or Accreted Value), premium, if any, and, without duplication, Additional Interest, if any, and interest, respectively; and

(iv) to the Issuers or to such party as a court of competent jurisdiction shall direct including a Guarantor, if applicable.

The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.13.

Section 6.14 Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.14 does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount at maturity of the then outstanding Notes.

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ARTICLE 7

TRUSTEE

Section 7.01 Duties of Trustee.

(a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b) Except during the continuance of an Event of Default:

(i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.

(c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i) this paragraph does not limit the effect of paragraph (b) of this Section 7.01;

(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and

(iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof.

(d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01.

(e) The Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders of the Notes unless the Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense.

(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuers. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

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Section 7.02 Rights of Trustee.

(a) The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuers, personally or by agent or attorney at the sole cost of the Issuers and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate (from each Issuer) or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificates or Opinion of Counsel. The Trustee may consult with counsel of its selection and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care.

(d) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuers shall be sufficient if signed by an Officer of each Issuer.

(f) None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it.

(g) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture.

(h) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(i) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.

(j) In the event the Issuers are required to pay Additional Interest, the Issuers will provide written notice to the Trustee of the Issuers’ obligation to pay Additional Interest no later than 15 days prior to the next Interest Payment Date, which notice shall set forth the amount of the Additional Interest to be paid by the Issuers. The Trustee shall not at any time be under any duty or responsibility to any Holders to determine whether the Additional Interest is payable and the amount thereof.

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Section 7.03 Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuers or any Affiliate of the Issuers with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

Section 7.04 Trustee’s Disclaimer.

The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Issuers’ use of the proceeds from the Notes or any money paid to the Issuers or upon the Issuers’ direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.

Section 7.05 Notice of Defaults.

If a Default occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to Holders of Notes a notice of the Default within 90 days after it occurs. Except in the case of a Default relating to the payment of principal (or Accreted Value), premium, if any, or interest on any Note, the Trustee may withhold from the Holders notice of any continuing Default if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes. The Trustee shall not be deemed to know of any Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is such a Default is received by the Trustee at the Corporate Trust Office of the Trustee.

Section 7.06 Reports by Trustee to Holders of the Notes.

Within 60 days after each May 15, beginning with the May 15 following the date of this Indenture, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders of the Notes a brief report dated as of such reporting date that complies with Trust Indenture Act Section 313(a) (but if no event described in Trust Indenture Act Section 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with Trust Indenture Act Section 313(b)(2). The Trustee shall also transmit by mail all reports as required by Trust Indenture Act Section 313(c).

A copy of each report at the time of its mailing to the Holders of Notes shall be mailed to each Issuer and filed with the SEC and each stock exchange on which the Notes are listed in accordance with Trust Indenture Act Section 313(d). The Issuers shall promptly notify the Trustee when the Notes are listed on any stock exchange.

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Section 7.07 Compensation and Indemnity.

The Issuers shall pay to the Trustee from time to time such compensation for its acceptance of this Indenture and services hereunder as the parties shall agree in writing from time to time. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuers shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

The Issuers and the Guarantors, jointly and severally, shall indemnify the Trustee for, and hold the Trustee harmless against, any and all loss, damage, claims, liability or expense (including attorneys’ fees) incurred by it in connection with the acceptance or administration of this trust and the performance of its duties hereunder (including the costs and expenses of enforcing this Indenture against the Issuers or any of the Guarantors (including this Section 7.07) or defending itself against any claim whether asserted by any Holder, the Issuers or any Guarantor, or liability in connection with the acceptance, exercise or performance of any of its powers or duties hereunder). The Trustee shall notify the Issuers promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuers shall not relieve the Issuers of their obligations hereunder. The Issuers shall defend the claim and the Trustee may have separate counsel and the Issuers shall pay the fees and expenses of such counsel. The Issuers need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct, negligence or bad faith.

The obligations of the Issuers under this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee.

To secure the payment obligations of the Issuers and the Guarantors in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal (or Accreted Value) and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture.

When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(a)(6) or (7) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

The Trustee shall comply with the provisions of Trust Indenture Act Section 313(b)(2) to the extent applicable.

Section 7.08 Replacement of Trustee.

A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Issuers. The Holders of a majority in principal amount at maturity of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuers in writing. The Issuers may remove the Trustee if:

(a) the Trustee fails to comply with Section 7.10 hereof;

(b) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

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(c) a custodian or public officer takes charge of the Trustee or its property; or

(d) the Trustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuers shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount at maturity of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuers.

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee (at the Issuers’ expense), the Issuers or the Holders of at least 10% in principal amount at maturity of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuers. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuers’ obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee.

Section 7.09 Successor Trustee by Merger, etc.

If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee.

Section 7.10 Eligibility; Disqualification.

There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition.

This Indenture shall always have a Trustee who satisfies the requirements of Trust Indenture Act Sections 310(a)(1), (2) and (5). The Trustee is subject to Trust Indenture Act Section 310(b).

Section 7.11 Preferential Collection of Claims Against Issuers.

The Trustee is subject to Trust Indenture Act Section 311(a), excluding any creditor relationship listed in Trust Indenture Act Section 311(b). A Trustee who has resigned or been removed shall be subject to Trust Indenture Act Section 311(a) to the extent indicated therein.

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ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.

The Issuers may, at their option and at any time, elect to have either Section 8.02 or 8.03 hereof applied to all outstanding Notes upon compliance with the conditions set forth below in this Article 8.

Section 8.02 Legal Defeasance and Discharge.

Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuers shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all their other obligations under such Notes and this Indenture including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

(a) the rights of Holders of Notes to receive payments in respect of the principal (or Accreted Value) of, premium, if any, and, without duplication, interest on the Notes when such payments are due solely out of the trust created pursuant to this Indenture referred to in Section 8.04 hereof;

(b) the Issuers’ obligations with respect to Notes concerning issuing temporary Notes, registration of such Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(c) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuers’ obligations in connection therewith; and

(d) this Section 8.02.

Subject to compliance with this Article 8, the Issuers may exercise their option under this Section 8.02 notwithstanding the prior exercise of their option under Section 8.03 hereof.

Section 8.03 Covenant Defeasance.

Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuers and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15 and 4.17 hereof and clauses (4) and (5) of Section 5.01(a), Sections 5.01(c) and 5.01(d) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue

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to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuers may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(3), 6.01(4), 6.01(5), 6.01(6) (solely with respect to Restricted Subsidiaries that are Significant Parties), 6.01(7) (solely with respect to Restricted Subsidiaries that are Significant Parties) and 6.01(8) hereof shall not constitute Events of Default.

Section 8.04 Conditions to Legal or Covenant Defeasance.

The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes:

In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes:

(1) the Issuers must irrevocably deposit with DBTCA, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the Accreted Value of, premium, if any, and, without duplication, interest due on the Notes on the stated maturity date or on the redemption date, as the case may be, of such Accreted Value, premium, if any, or interest on such Notes and the Issuers must specify whether such Notes are being defeased to maturity or to a particular redemption date;

(2) in the case of Legal Defeasance, the Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions,

(a) the Issuers has received from, or there has been published by, the United States Internal Revenue Service a ruling, or

(b) since the issuance of the Notes, there has been a change in the applicable U.S. federal income tax law,

in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, the Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

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(4) no Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness, including the Senior Notes, and in each case the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit;

(5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Senior Credit Facilities, the Senior Notes or the indenture pursuant to which the Senior Notes were issued or any other material agreement or instrument (other than this Indenture) to which, the Issuers or any Restricted Guarantor is a party or by which the Issuers or any Restricted Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness, including the Senior Notes, and the granting of Liens in connection therewith);

(6) the Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of Section 547 of Title 11 of the United States Code;

(7) each Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by such Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of such Issuer or any Restricted Guarantor or others; and

(8) the Issuers shall have delivered to the Trustee an Officer’s Certificate (from each Issuer) and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

Section 8.05 Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions.

Subject to Section 8.06 hereof, all money and Government Securities (including the proceeds thereof) deposited with DBTCA (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by DBTCA, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers or a Guarantor acting as Paying Agent) as DBTCA may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of Accreted Value, premium and Additional Interest, if any, and, without duplication, interest, but such money need not be segregated from other funds except to the extent required by law.

The Issuers shall pay and indemnify the Trustee and DBTCA against any tax, fee or other charge imposed on or assessed against the cash or Government Securities deposited pursuant to Section 8.04 hereof or the Accreted Value and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

Anything in this Article 8 to the contrary notwithstanding, DBTCA shall deliver or pay to the Issuers from time to time upon the request of the Issuers any money or Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent

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public accountants expressed in a written certification thereof delivered to DBTCA (which may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06 Repayment to Issuers.

Any money deposited with DBTCA or any Paying Agent, or then held by the Issuers, in trust for the payment of the Accreted Value of, premium and Additional Interest, if any, or, without duplication, interest on any Note and remaining unclaimed for two years after such Accreted Value, and premium and Additional Interest, if any, or interest has become due and payable shall be paid to the Issuers on their request or (if then held by the Issuers) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Issuers for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuers as trustee thereof, shall thereupon cease.

Section 8.07 Reinstatement.

If DBTCA or the Paying Agent is unable to apply any United States dollars or Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuers’ obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee, DBTCA or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided that, if the Issuers make any payment of Accreted Value of, premium and Additional Interest, if any, or, without duplication, interest on any Note following the reinstatement of its obligations, the Issuers shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee, DBTCA or the Paying Agent.

ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01 Without Consent of Holders of Notes.

Notwithstanding Section 9.02 hereof, the Issuers, any Guarantor (with respect to a Guarantee or this Indenture) and the Trustee may amend or supplement this Indenture and any Guarantee or Notes without the consent of any Holder:

(1) to cure any ambiguity, omission, mistake, defect or inconsistency;

(2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes;

(3) to comply with Section 5.01 hereof;

(4) to provide the assumption of an Issuer’s or any Guarantor’s obligations to the Holders;

(5) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder;

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(6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon an Issuer or any Guarantor;

(7) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act;

(8) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee thereunder pursuant to the requirements thereof;

(9) to provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are not freely transferable;

(10) to add a Guarantor under this Indenture;

(11) to conform the text of this Indenture, Guarantees or the Notes to any provision of the “Description of Senior Subordinated Discount Notes” section of the Offering Memorandum to the extent that such provision in such “Description of Senior Subordinated Discount Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee or Notes; or

(12) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes.

Upon the request of the Issuers accompanied by resolutions of each of their boards of directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuers and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, and delivery of an Officer’s Certificate.

Section 9.02 With Consent of Holders of Notes.

Except as provided below in this Section 9.02, the Issuers and the Trustee may amend or supplement this Indenture, the Notes and the Guarantees with the consent of the Holders of at least a majority in principal amount at maturity of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the Accreted Value of, premium and Additional Interest, if any, or, without duplication, interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount at maturity of the then outstanding Notes (including Additional Notes, if any) voting

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as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02.

Upon the request of the Issuers accompanied by resolutions of each of their boards of directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuers in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture.

It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.

After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.

Without the consent of each affected Holder of Notes, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

(1) reduce the Accreted Value of such Notes whose Holders must consent to an amendment, supplement or waiver;

(2) reduce the Accreted Value of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating to Section 3.09, Section 4.10 and Section 4.14 hereof to the extent that any such amendment or waiver does not have the effect of reducing the principal of or changing the fixed final maturity of any such Note or altering or waiving the provisions with respect to the redemption of such Notes);

(3) reduce the rate of or change the time for payment of interest on any Note;

(4) waive a Default in the payment of principal (or Accreted Value) of or premium, if any, or (without duplication) interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount at maturity of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders;

(5) make any Note payable in money other than that stated therein;

(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal (or Accreted Value) of or premium, if any, or, without duplication, interest on the Notes;

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(7) make any change in these amendment and waiver provisions;

(8) impair the right of any Holder to receive payment of principal (or Accreted Value) of, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;

(9) make any change in the subordination provision of this Indenture that would adversely affect the Holders;

(10) change the method of calculating Accreted Value; or

(11) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Party in any manner adverse to the Holders of the Notes.

No amendment to, or waiver of, the subordination provisions of this Indenture (or the component definitions used herein), if adverse to the interests of the holders of the Designated Senior Indebtedness of the Issuers and the Guarantors, may be made without the consent of a majority of the holders of such Designated Senior Indebtedness (or their Representative).

Section 9.03 Compliance with Trust Indenture Act.

Every amendment or supplement to this Indenture or the Notes shall be set forth in an amended or supplemental indenture that complies with the Trust Indenture Act as then in effect.

Section 9.04 Revocation and Effect of Consents.

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

The Issuers may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement, or waiver. If a record date is fixed, then, notwithstanding the preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only such Persons, shall be entitled to consent to such amendment, supplement, or waiver or to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date unless the consent of the requisite number of Holders has been obtained.

Section 9.05 Notation on or Exchange of Notes.

The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Issuers in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver.

Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

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Section 9.06 Trustee to Sign Amendments, etc.

The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. Each Issuer may not sign an amendment, supplement or waiver until its board of directors approves it. In executing any amendment, supplement or waiver, the Trustee shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 12.04 hereof, an Officer’s Certificate (from each Issuer) and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuers and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.03). Notwithstanding the foregoing, no Opinion of Counsel will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.

Section 9.07 Payment for Consent.

Neither the Issuers nor any Affiliate of either Issuer shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to all Holders and is paid to all Holders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement.

ARTICLE 10

SUBORDINATION

Section 10.01 Agreement To Subordinate.

The Issuers agree, and each Holder by accepting a Note agrees, that the payment of all Obligations owing in respect of the Notes is subordinated in right of payment, to the extent and in the manner provided in this Article 10, to the prior payment in full of all existing and future Senior Indebted-ness of the Issuers and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness. The Notes shall in all respects rank pari passu in right of payment with all existing and future Senior Subordinated Indebtedness of the Issuers, and will be senior in right of payment to all existing and future Subordinated Indebtedness of the Issuers; and only Indebtedness of the Issuers that is Senior Indebtedness shall rank senior to the Notes in accordance with the provisions set forth herein. All provisions of this Article 10 shall be subject to Section 10.12.

Section 10.02 Liquidation, Dissolution, Bankruptcy.

Upon any payment or distribution of the assets of the Issuers to creditors upon a total or partial liquidation or a total or partial dissolution of the Issuers or in a reorganization of or similar proceeding relating to the Issuers or their property:

(i) the holders of Senior Indebtedness of the Issuers shall be entitled to receive payment in full in cash of such Senior Indebtedness before Holders shall be entitled to receive any payment; and

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(ii) until the Senior Indebtedness of the Issuers is paid in full in cash, any payment or distribution to which Holders would be entitled but for the subordination provisions of this Indenture shall be made to holders of such Senior Indebtedness as their interests may appear, except that Holders may receive Permitted Junior Securities.

Section 10.03 Default on Senior Indebtedness of the Issuers.

The Issuers shall not pay principal (including any accretion) of, premium, if any, or interest on the Notes (or pay any other Obligations relating to the Notes, including Additional Interest, fees, costs, expenses, indemnities and rescission or damage claims) or make any deposit pursuant to Article 8 or Article 13 hereof and may not purchase, redeem or otherwise retire any Notes (collectively, “pay the Notes”) (except in the form of Permitted Junior Securities) if either of the following occurs (a “Payment Default”):

(i) any Obligation on any Designated Senior Indebtedness of the Issuers is not paid in full in cash when due (after giving effect to any applicable grace period); or

(ii) any other default on Designated Senior Indebtedness of the Issuers occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms;

unless, in either case, the Payment Default has been cured or waived and any such acceleration has been rescinded or such Designated Senior Indebtedness has been paid in full in cash; provided, however, that the Issuers shall be entitled to pay the Notes without regard to the foregoing if the Issuers and the Trustee receive written notice approving such payment from the Representatives of all Designated Senior Indebtedness with respect to which the Payment Default has occurred and is continuing.

During the continuance of any default (other than a Payment Default) (a “Non-Payment Default”) with respect to any Designated Senior Indebtedness of the Issuers pursuant to which the maturity thereof may be accelerated without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Issuers shall not pay the Notes (except in the form of Permitted Junior Securities) for a period (a “Payment Blockage Period”) commencing upon the receipt by the Trustee (with a copy to the Issuers) of written notice (a “Blockage Notice”) of such Non-Payment Default from the Representative of such Designated Senior Indebtedness specifying an election to effect a Payment Blockage Period and ending 179 days thereafter. So long as there shall remain outstanding any Senior Indebtedness under the Senior Credit Facilities, a Blockage Notice may be given only by the administrative agent thereunder unless otherwise agreed to in writing by the requisite lenders named therein. The Payment Blockage Period shall end earlier if such Payment Blockage Period is terminated (i) by written notice to the Trustee and the Issuers from the Person or Persons who gave such Blockage Notice; (ii) because the default giving rise to such Blockage Notice is cured, waived or otherwise no longer continuing; or (iii) because such Designated Senior Indebtedness has been discharged or repaid in full in cash.

Notwithstanding the provisions described in the immediately preceding two sentences (but subject to the provisions contained in the first sentence of this Section 10.03 and Section 10.02 hereof), unless the holders of such Designated Senior Indebtedness or the Representative of such Designated Senior Indebtedness shall have accelerated the maturity of such Designated Senior Indebtedness or a Payment Default has occurred and is continuing, the Issuers shall be entitled to resume paying the Notes after the end of such Payment Blockage Period. The Notes shall not be subject to more than one Payment Blockage Period in any consecutive 360-day period irrespective of the number of defaults with respect to Designated Senior Indebtedness of the Issuers during such period; provided that if any Blockage Notice is

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delivered to the Trustee by or on behalf of the holders of Designated Senior Indebtedness of the Issuers (other than the holders of Indebtedness under the Senior Credit Facilities), a Representative of holders of Indebtedness under the Senior Credit Facilities may give another Blockage Notice within such period. However, in no event shall the total number of days during which any Payment Blockage Period or Periods on the Notes is in effect exceed 179 days in the aggregate during any consecutive 360 day period, and there must be at least 181 days during any consecutive 360 day period during which no Payment Block-age Period is in effect. Notwithstanding the foregoing, however, no default that existed or was continuing on the date of delivery of any Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Blockage Notice unless such default shall have been cured or waived for a period of not less than 90 consecutive days (it being acknowledged that any subsequent action, or any breach of any financial covenants during the period after the date of delivery of such initial Blockage Notice, that, in either case, would give rise to a Non Payment Default pursuant to any provisions under which a Non Payment Default previously existed or was con-tinuing shall constitute a new Non Payment Default for this purpose).

Section 10.04 Acceleration of Payment of Notes.

If payment of the Notes is accelerated because of an Event of Default, the Issuers shall promptly notify the holders of the Designated Senior Indebtedness of the Issuers or the Representative of such Designated Senior Indebtedness of the acceleration; provided that any failure to give such notice shall have no effect whatsoever on the provisions of this Article 10. If any Designated Senior Indebted-ness of the Issuers is outstanding, the Issuers may not pay the Notes until five Business Days after the Representatives of all the Issuers of such Designated Senior Indebtedness receive notice of such acceleration and, thereafter, may pay the Notes only if this Indenture otherwise permits payment at that time.

Section 10.05 When Distribution Must Be Paid Over.

If a distribution is made to Holders that, due to the subordination provisions, should not have been made to them, such Holders are required to hold it in trust for the holders of Senior Indebted-ness of the Issuers and pay it over to them as their interests may appear.

Section 10.06 Subrogation.

After all Senior Indebtedness of the Issuers is paid in full and until the Notes are paid in full, Holders shall be subrogated to the rights of holders of such Senior Indebtedness to receive distributions applicable to such Senior Indebtedness. A distribution made under this Article 10 to holders of such Senior Indebtedness which otherwise would have been made to Holders is not, as between the Issuers and Holders, a payment by the Issuers on such Senior Indebtedness.

Section 10.07 Relative Rights.

This Article 10 defines the relative rights of Holders and holders of Senior Indebtedness of the Issuers. Nothing in this Indenture shall:

(i) impair, as between the Issuers and Holders, the obligation of the Issuers, which is absolute and unconditional, to pay principal (in any accretion) of and interest on the Notes in accordance with their terms;

(ii) prevent the Trustee or any Holder from exercising its available remedies upon a Default, subject to the rights of holders of Senior Indebtedness of the Issuers to receive payments or distributions otherwise payable to Holders and such other rights of such holders of Senior Indebtedness as set forth herein; or

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(iii) affect the relative rights of Holders and creditors of the Issuers other than their rights in relation to holders of Senior Indebtedness.

Section 10.08 Subordination May Not Be Impaired by Issuers.

No right of any holder of Senior Indebtedness of the Issuers to enforce the subordination of the Indebtedness evidenced by the Notes shall be impaired by any act or failure to act by the Issuers or by their failure to comply with this Indenture.

Section 10.09 Rights of Trustee and Paying Agent.

Notwithstanding Section 10.03 hereof, the Trustee or any Paying Agent may continue to make payments on the Notes and shall not be charged with knowledge of the existence of facts that would prohibit the making of any payments unless, not less than two Business Days prior to the date of such payment, a Responsible Officer of the Trustee receives notice satisfactory to him that payments may not be made under this Article 10. The Issuers, the Registrar, the Paying Agent, a Representative or a holder of Senior Indebtedness of the Issuers shall be entitled to give the notice; provided, however, that, if an is-sue of Senior Indebtedness of the Issuers has a Representative, only the Representative shall be entitled to give the notice.

The Trustee in its individual or any other capacity shall be entitled to hold Senior Indebtedness of the Issuers with the same rights it would have if it were not Trustee. The Registrar and the Paying Agent shall be entitled to do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 10 with respect to any Senior Indebtedness of the Issuers which may at any time be held by it, to the same extent as any other holder of such Senior Indebtedness; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Nothing in this Article 10 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof or any other Section of this Indenture.

Section 10.10 Distribution or Notice to Representative.

Whenever a distribution is to be made or a notice given to holders of Senior Indebtedness of the Issuers, the distribution may be made and the notice given to their Representative (if any).

Section 10.11 Not To Prevent Events of Default or Limit Right To Accelerate.

The failure to make a payment pursuant to the Notes by reason of any provision in this Article 10 shall not be construed as preventing the occurrence of a Default. Nothing in this Article 10 shall have any effect on the right of the Holders or the Trustee to accelerate the maturity of the Notes.

Section 10.12 Trust Moneys Not Subordinated.

Notwithstanding anything contained herein to the contrary, payments from money or the proceeds of Government Securities held in trust by the Trustee for the payment of principal (including any accretion) of and interest on the Notes pursuant to Article 8 or Article 13 hereof shall not be subordinated to the prior payment of any Senior Indebtedness of the Issuers or subject to the restrictions set forth in this Article 10, and none of the Holders shall be obligated to pay over any such amount to the Issuers or any holder of Senior Indebtedness of the Issuers or any other creditor of the Issuers, provided that the subordination provisions of this Article 10 were not violated at the time the applicable amounts were deposited in trust pursuant to Article 8 or Article 13 hereof, as the case may be.

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Section 10.13 Trustee Entitled To Rely.

Upon any payment or distribution pursuant to this Article 10, the Trustee and the Holders shall be entitled to rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 10.02 hereof are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (c) upon the Representatives of Senior Indebtedness of the Issuers for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of such Senior Indebtedness and other Indebtedness of the Issuers, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 10. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Senior Indebtedness of the Issuers to participate in any payment or distribution pursuant to this Article 10, the Trustee shall be entitled to request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 10, and, if such evidence is not furnished, the Trustee shall be en-titled to defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 hereof shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 10.

Section 10.14 Trustee To Effectuate Subordination.

A Holder by its acceptance of a Note agrees to be bound by this Article 10 and authorizes and expressly directs the Trustee, on his behalf, to take such action as may be necessary or appropriate to effectuate the subordination between the Holders and the holders of Senior Indebtedness of the Issuers as provided in this Article 10 and appoints the Trustee as attorney-in-fact for any and all such purposes.

Section 10.15 Trustee Not Fiduciary for Holders of Senior Indebtedness of the Issuers.

The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness of the Issuers and shall not be liable to any such holders if it shall mistakenly pay over or distribute to Holders or the Issuers or any other Person, money or assets to which any holders of Senior Indebtedness of the Issuers shall be entitled by virtue of this Article 10 or otherwise.

Section 10.16 Reliance by Holders of Senior Indebtedness of the Issuers on Subordination Provisions.

Each Holder by accepting a Note acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Indebtedness of the Issuers, whether such Senior Indebtedness was created or acquired before or after the issuance of the Notes, to acquire and continue to hold, or to continue to hold, such Senior Indebted-ness and such holder of such Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness.

Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness of the Issuers may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders, without incurring responsibility to the Trustee or the Holders and without impairing or releasing the subordination provided in this Article 10 or the obligations hereunder of the Holders to the holders of the Senior Indebtedness of the Issuers, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior

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Indebtedness of the Issuers, or otherwise amend or supplement in any manner Senior Indebtedness of the Issuers, or any instrument evidencing the same or any agreement under which Senior Indebtedness of the Issuers is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness of the Issuers; (iii) release any Person liable in any manner for the payment or collection of Senior Indebtedness of the Issuers; and (iv) exercise or refrain from exercising any rights against the Issuers and any other Person.

ARTICLE 11

GUARANTEES

Section 11.01 Guarantee.

Subject to this Article 11, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that: (a) the principal of, interest, premium and Additional Interest, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture.

Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Section 11.01.

If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or the Guarantors, any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may

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be accelerated as provided in Article 6 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees.

Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers for liquidation, reorganization, should the Issuers become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’ assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

The Guarantee issued by any Guarantor shall be a general unsecured senior subordinated obligation of such Guarantor and shall be subordinated in right of payment to all existing and future Senior Indebtedness of such Guarantor, if any.

Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

Section 11.02 Limitation on Guarantor Liability.

Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 11, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantor that makes a payment under its Guarantee shall be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP.

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Section 11.03 Execution and Delivery.

To evidence its Guarantee set forth in Section 11.01 hereof, each Guarantor hereby agrees that this Indenture shall be executed on behalf of such Guarantor by its president, one of its vice presidents, one of its managers, one of its members, one of its general partners, one of its executives, or its corporate treasurer or controller corporate staff.

Each Guarantor hereby agrees that its Guarantee set forth in Section 11.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.

If an Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Guarantee shall be valid nevertheless.

The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors.

If required by Section 4.15 hereof, the Issuers shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.15 hereof and this Article 11, to the extent applicable.

Section 11.04 Subrogation.

Each Guarantor shall be subrogated to all rights of Holders of Notes against the Issuers in respect of any amounts paid by any Guarantor pursuant to the provisions of Section 11.01 hereof; provided that, if an Event of Default has occurred and is continuing, no Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuers under this Indenture or the Notes shall have been paid in full.

Section 11.05 Benefits Acknowledged.

Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the guarantee and waivers made by it pursuant to its Guarantee are knowingly made in contemplation of such benefits.

Section 11.06 Release of Guarantees.

A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Issuers or the Trustee is required for the release of such Guarantor’s Guarantee, upon:

(1) (A) any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of such Guarantor (other than VNUHF) (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary or all or substantially all the assets of such Guarantor (other than VNUHF) which sale, exchange or transfer is made in compliance with the applicable provisions of this Indenture;

(B) the release or discharge of the guarantee by such Guarantor (other than VNUHF) of the Senior Credit Facilities or the guarantee which resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee;

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(C) the proper designation of any Restricted Subsidiary that is a Guarantor (other than VNUHF) as an Unrestricted Subsidiary; or

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

(2) such Guarantor delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.

Section 11.07 Certain Dutch Matters.

Notwithstanding anything herein to the contrary, any obligation, guarantee or undertaking granted or assumed by a Person incorporated under the laws of The Netherlands pursuant to this Indenture shall be deemed not to be undertaken or incurred by such Person to the extent that the same would constitute unlawful financial assistance within the meaning of Section 2.207(c) or 2.98(c) of the Dutch Civil Code or any other applicable financial assistance rules under any relevant jurisdiction (the “Prohibition”) and the provisions of this Indenture and the other documents to be entered into in connection with Notes and the Guarantee shall be construed accordingly. For the avoidance of doubt it is expressly acknowledged that the relevant Persons incorporated under the laws of the Netherlands will continue to guarantee and secure all such obligations which, if included, do not constitute a violation of the Prohibition.

ARTICLE 12

SUBORDINATION OF GUARANTEES

Section 12.01 Agreement To Subordinate.

Each Guarantor agrees, and each Holder by accepting a Note agrees, that the obligations of such Guarantor under its Guarantee are subordinated in right of payment, to the extent and in the manner provided in this Article 12, to the prior payment in full of all existing and future Senior Indebtedness of such Guarantor and that the subordination is for the benefit of and enforceable by the holders of such Senior Indebtedness. A Guarantor’s obligations under its Guarantee shall in all respects rank pari passu in right of payment with all existing and future Senior Subordinated Indebtedness of such Guarantor, and will be senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantor; and only Indebtedness of such Guarantor that is Senior Indebtedness shall rank senior to the obligations of such Guarantor under its Guarantee in accordance with the provisions set forth herein. All provisions of this Article 12 shall be subject to Section 12.12.

Section 12.02 Liquidation, Dissolution, Bankruptcy.

Upon any payment or distribution of the assets of a Guarantor to creditors upon a total or partial liquidation or a total or partial dissolution of such Guarantor or in a reorganization of or similar proceeding relating to such Guarantor or its property:

(i) the holders of Senior Indebtedness of such Guarantor shall be entitled to receive payment in full in cash of such Senior Indebtedness before Holders shall be entitled to receive any payment; and

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(ii) until the Senior Indebtedness of such Guarantor is paid in full in cash, any payment or distribution to which Holders would be entitled but for the subordination provisions of this Indenture shall be made to holders of such Senior Indebtedness as their interests may appear, except that Holders may receive Permitted Junior Securities.

Section 12.03 Default on Senior Indebtedness of a Guarantor.

A Guarantor shall not make any payment pursuant to its Guarantee (or pay any other Obligations relating to its Guarantee, including Additional Interest, fees, costs, expenses, indemnities and rescission or damage claims) and may not purchase, redeem or otherwise retire any Notes (collectively, “pay its Guarantee”) (except in the form of Permitted Junior Securities) if either of the following occurs (a “Guarantor Payment Default”):

(i) any Obligation on any Designated Senior Indebtedness of such Guarantor is not paid in full in cash when due (after giving effect to any applicable grace period); or

(ii) any other default on Designated Senior Indebtedness of such Guarantor occurs and the maturity of such Designated Senior Indebtedness is accelerated in accordance with its terms;

(iii) unless, in either case, the Guarantor Payment Default has been cured or waived and any such acceleration has been rescinded or such Designated Senior Indebtedness has been paid in full in cash; provided, however, that such Guarantor shall be entitled to pay its Guarantee without regard to the foregoing if such Guarantor and the Trustee receive written notice approving such payment from the Representatives of all Designated Senior Indebtedness with respect to which the Guarantor Payment Default has occurred and is continuing.

During the continuance of any default (other than a Guarantor Payment Default) (a “Non-Guarantor Payment Default”) with respect to any Designated Senior Indebtedness of a Guarantor pursuant to which the maturity thereof may be accelerated without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, such Guarantor shall not pay its Guarantee (except in the form of Permitted Junior Securities) for a period (a “Guarantee Payment Blockage Period”) commencing upon the receipt by the Trustee (with a copy to such Guarantor and the Issuers) of written notice (a “Guarantee Blockage Notice”) of such Non-Guarantor Payment De-fault from the Representative of such Designated Senior Indebtedness specifying an election to effect a Guarantee Payment Blockage Period and ending 179 days thereafter. So long as there shall remain out-standing any Senior Indebtedness under the Senior Credit Facilities, a Guarantee Blockage Notice may be given only by the administrative agent thereunder unless otherwise agreed to in writing by the requisite lenders named therein. The Guarantee Payment Blockage Period shall end earlier if such Guarantee Payment Blockage Period is terminated (i) by written notice to the Trustee, the relevant Guarantor and the Issuers from the Person or Persons who gave such Guarantee Blockage Notice; (ii) because the default giving rise to such Guarantee Blockage Notice is cured, waived or otherwise no longer continuing; or (iii) because such Designated Senior Indebtedness has been discharged or repaid in full in cash.

Notwithstanding the provisions described in the immediately preceding two sentences (but subject to the provisions contained in the first sentence of this Section 12.03 and Section 12.02 hereof), unless the holders of such Designated Senior Indebtedness or the Representative of such Designated Senior Indebtedness shall have accelerated the maturity of such Designated Senior Indebtedness or a Guarantor Payment Default has occurred and is continuing, the relevant Guarantor shall be entitled to resume paying its Guarantee after the end of such Guarantee Payment Blockage Period. Each Guarantee shall not be subject to more than one Guarantee Payment Blockage Period in any consecutive 360-day

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period irrespective of the number of defaults with respect to Designated Senior Indebtedness of the relevant Guarantor during such period; provided that if any Guarantee Blockage Notice is delivered to the Trustee by or on behalf of the holders of Designated Senior Indebtedness of such Guarantor (other than the holders of Indebtedness under the Senior Credit Facilities), a Representative of holders of Indebted-ness under the Senior Credit Facilities may give another Guarantee Blockage Notice within such period. However, in no event shall the total number of days during which any Guarantee Payment Blockage Period or Periods on a Guarantee is in effect exceed 179 days in the aggregate during any consecutive 360 day period, and there must be at least 181 days during any consecutive 360 day period during which no Guarantee Payment Blockage Period is in effect. Notwithstanding the foregoing, however, no default that existed or was continuing on the date of delivery of any Guarantee Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Guarantee Blockage Notice unless such default shall have been waived for a period of not less than 90 days (it being acknowledged that any subsequent action, or any breach of any financial covenants during the period after the date of delivery of a Guarantee Blockage Notice, that, in either case, would give rise to a Non Guarantor Payment Default pursuant to any provisions under which a Non Guarantor Payment Default previously existed or was continuing shall constitute a new Non Guarantor Payment Default for this purpose).

Section 12.04 Demand for Payment.

If payment of the Notes is accelerated because of an Event of Default and a demand for payment is made on a Guarantor pursuant to Article 11 hereof, the Issuers or such Guarantor shall promptly notify the holders of the Designated Senior Indebtedness of such Guarantor or the Representative of such Designated Senior Indebtedness of such demand; provided that any failure to give such notice shall have no effect whatsoever on the provisions of this Article 12. If any Designated Senior Indebted-ness of a Guarantor is outstanding, such Guarantor may not pay its Guarantee until five Business Days after the Representatives of all the issuers of such Designated Senior Indebtedness receive notice of such acceleration and, thereafter, may pay its Guarantee only if this Indenture otherwise permits payment at that time.

Section 12.05 When Distribution Must Be Paid Over.

If a distribution is made to Holders that, due to the subordination provisions, should not have been made to them, such Holders are required to hold it in trust for the holders of Senior Indebted-ness of the relevant Guarantor and pay it over to them as their interests may appear.

Section 12.06 Subrogation.

After all Senior Indebtedness of a Guarantor is paid in full and until the Notes are paid in full, Holders shall be subrogated to the rights of holders of such Senior Indebtedness to receive distributions applicable to such Senior Indebtedness. A distribution made under this Article 12 to holders of such Senior Indebtedness which otherwise would have been made to Holders is not, as between the relevant Guarantor and Holders, a payment by such Guarantor on such Senior Indebtedness.

Section 12.07 Relative Rights.

This Article 12 defines the relative rights of Holders and holders of Senior Indebtedness of a Guarantor. Nothing in this Indenture shall:

(i) impair, as between such Guarantor and Holders, the obligation of such Guarantor, which is absolute and unconditional, to make payments under its Guarantee in accordance with its terms;

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(ii) prevent the Trustee or any Holder from exercising its available remedies upon a default by such Guarantor under its obligations with respect to its Guarantee, subject to the rights of holders of Senior Indebtedness of such Guarantor to receive payments or distributions other-wise payable to Holders and such other rights of such holders of Senior Indebtedness as set forth herein; or

(iii) affect the relative rights of Holders and creditors of such Guarantor other than their rights in relation to holders of Senior Indebtedness.

Section 12.08 Subordination May Not Be Impaired by a Guarantor.

No right of any holder of Senior Indebtedness of a Guarantor to enforce the subordination of the obligations of such Guarantor under its Guarantee shall be impaired by any act or failure to act by such Guarantor or by its failure to comply with this Indenture.

Section 12.09 Rights of Trustee and Paying Agent.

Notwithstanding Section 12.03 hereof, the Trustee or any Paying Agent may continue to make payments on the Notes and shall not be charged with knowledge of the existence of facts that would prohibit the making of any payments unless, not less than two Business Days prior to the date of such payment, a Responsible Officer of the Trustee receives notice satisfactory to him that payments may not be made under this Article 12. A Guarantor, the Registrar, the Paying Agent, a Representative or a holder of Senior Indebtedness of such Guarantor shall be entitled to give the notice; provided, however, that, if an issue of Senior Indebtedness of such Guarantor has a Representative, only the Representative shall be entitled to give the notice.

The Trustee in its individual or any other capacity shall be entitled to hold Senior Indebtedness of a Guarantor with the same rights it would have if it were not Trustee. The Registrar and the Paying Agent shall be entitled to do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article 12 with respect to any Senior Indebtedness of a Guarantor which may at any time be held by it, to the same extent as any other holder of such Senior Indebtedness; and nothing in Article 7 shall deprive the Trustee of any of its rights as such holder. Nothing in this Article 12 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof or any other Section of this Indenture.

Section 12.10 Distribution or Notice to Representative.

Whenever a distribution is to be made or a notice given to holders of Senior Indebtedness of a Guarantor, the distribution may be made and the notice given to their Representative (if any).

Section 12.11 Article 12 Not To Prevent Events of Default or Limit Right To Demand Payment.

The failure of a Guarantor to make a payment pursuant its Guarantee by reason of any provision in this Article 12 shall not be construed as preventing the occurrence of a default by such Guarantor under its Guarantee. Nothing in this Article 12 shall have any effect on the right of the Holders or the Trustee to make a demand for payment on a Guarantor pursuant to Article 11 hereof.

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Section 12.12 Trust Moneys Not Subordinated.

Notwithstanding anything contained herein to the contrary, payments from money or the proceeds of Government Securities held in trust by the Trustee for the payment of principal of and inter-est on the Notes pursuant to Article 8 or Article 13 hereof shall not be subordinated to the prior payment of any Senior Indebtedness of any Guarantor or subject to the restrictions set forth in this Article 12, and none of the Holders shall be obligated to pay over any such amount to such Guarantor or any holder of Senior Indebtedness of such Guarantor or any other creditor of such Guarantor, provided that the subordi-nation provisions of this Article 12 were not violated at the time the applicable amounts were deposited in trust pursuant to Article 8 or Article 13 hereof, as the case may be

Section 12.13 Trustee Entitled To Rely.

Upon any payment or distribution pursuant to this Article 12, the Trustee and the Holders shall be entitled to rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 12.02 hereof are pending, (b) upon a certificate of the liq-uidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (c) upon the Representatives of Senior Indebtedness of a Guarantor for the purpose of ascer-taining the Persons entitled to participate in such payment or distribution, the holders of such Senior In-debtedness and other Indebtedness of such Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 12. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Senior Indebtedness of a Guarantor to participate in any payment or distribution pursuant to this Article 12, the Trustee shall be entitled to request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article 12, and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Sections 7.01 and 7.02 hereof shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article 12.

Section 12.14 Trustee To Effectuate Subordination.

A Holder by its acceptance of a Note agrees to be bound by this Article 12 and authorizes and expressly directs the Trustee, on his behalf, to take such action as may be necessary or appropriate to effectuate the subordination between the Holders and the holders of Senior Indebtedness of a Guarantor as provided in this Article 12 and appoints the Trustee as attorney-in-fact for any and all such purposes.

Section 12.15 Trustee Not Fiduciary for Holders of Senior Indebtedness of Guarantors.

The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior In-debtedness of a Guarantor and shall not be liable to any such holders if it shall mistakenly pay over or distribute to Holders or such Guarantor or any other Person, money or assets to which any holders of Sen-ior Indebtedness of such Guarantor shall be entitled by virtue of this Article 12 or otherwise.

Section 12.16 Reliance by Holders of Senior Indebtedness of a Guarantor on Subordination Provisions.

Each Holder by accepting a Note acknowledges and agrees that the foregoing subordina-tion provisions are, and are intended to be, an inducement and a consideration to each holder of any Sen-ior Indebtedness of a Guarantor, whether such Senior Indebtedness was created or acquired before or after

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the issuance of the Notes, to acquire and continue to hold, or to continue to hold, such Senior Indebted-ness and such holder of such Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness.

Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness of a Guarantor may, at any time and from time to time, without the consent of or no-tice to the Trustee or the Holders, without incurring responsibility to the Trustee or the Holders and with-out impairing or releasing the subordination provided in this Article 12 or the obligations hereunder of the Holders to the holders of the Senior Indebtedness of such Guarantor, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Indebtedness of such Guarantor, or otherwise amend or supplement in any manner Senior Indebtedness of such Guarantor, or any instrument evidencing the same or any agreement under which Senior Indebtedness of such Guarantor is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness of such Guarantor; (iii) release any Person liable in any manner for the payment or collection of Senior Indebtedness of such Guarantor; and (iv) exercise or refrain from exercising any rights against such Guarantor and any other Person.

ARTICLE 13

SATISFACTION AND DISCHARGE

Section 13.01 Satisfaction and Discharge.

This Indenture shall be discharged and shall cease to be of further effect as to all Notes, when either:

(1) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or

(2) (A) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise, shall become due and payable within one year or are to be called for redemption and redeemed within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers and the Issuers or any Guarantor have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of the Notes, cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal (or Accreted Value), premium, if any, and, without duplication, accrued interest to the date of maturity or redemption;

(B) no Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness, including the Senior Notes) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under the Senior Credit Facilities, the indenture governing the Senior Notes or any other material agreement or instrument governing Indebtedness (other than this Indenture) to which an Issuer or any Guarantor is a party or by which an Issuer or any Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness, including the Senior Notes, and the granting of Liens in connection therewith);

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(C) the Issuers have paid or caused to be paid all sums payable by them under this Indenture; and

(D) the Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be.

In addition, the Issuers must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Notwithstanding the satisfaction and discharge of this Indenture, if money shall have been deposited with the Trustee pursuant to subclause (A) of clause (2) of this Section 13.01, the provisions of Section 13.02 and Section 8.06 hereof shall survive.

Section 13.02 Application of Trust Money.

Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 13.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuers acting as their own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the Accreted Value (and premium and Additional Interest, if any) and (without duplication) interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 13.01 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuers’ and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 13.01 hereof; provided that if the Issuers have made any payment of Accreted Value of, premium and Additional Interest, if any, or (without duplication) interest on any Notes because of the reinstatement of its obligations, the Issuers shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.

ARTICLE 14

MISCELLANEOUS

Section 14.01 Trust Indenture Act Controls.

If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by Trust Indenture Act Section 318(c), the imposed duties shall control.

Section 14.02 Notices.

Any notice or communication by any Issuer, any Guarantor, the Trustee or the Paying Agent to the others is duly given if in writing and delivered in person or mailed by first-class mail (registered or certified, return receipt requested), fax or overnight air courier guaranteeing next day delivery, to the others’ address:

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If to any Issuer and/or any Guarantor:

c/o VNU, Inc.

770 Broadway

New York, NY 10003

Fax No.: (646) 654-5000

Attention: General Counsel

If to the Trustee:

Law Debenture Trust Company of New York

767 Third Avenue, 31^st Floor

New York, New York 10017

Fax No.: (212) 750-1361

Attention: Boris Treyger

If to DBTCA:

Deutsche Bank Trust Company Americas

60 Wall Street, 27th Floor

MS: NYC60-2710

New York, NY 10005

Fax.: 212-797-8622

Attention:Trust and Securities Services

with a copy to:

Deutsche Bank National Trust Company

Trust & Securities Services

25 DeForest Avenue

Mail Stop: SUM01-0105

Summit, New Jersey 07901

Fax: 732-578-4635

Attention:Trust and Securities Services

Each Issuer, any Guarantor, the Trustee or the Paying Agent by notice to the others, may designate additional or different addresses for subsequent notices or communications.

All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five calendar days after being deposited in the mail, postage prepaid, if mailed by first-class mail; when receipt acknowledged, if faxed; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery; provided that any notice or communication delivered to the Trustee shall be deemed effective upon actual receipt thereof.

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Any notice or communication to a Holder shall be mailed by first-class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Any notice or communication shall also be so mailed to any Person described in Trust Indenture Act Section 313(c), to the extent required by the Trust Indenture Act. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

If the Issuers mail a notice or communication to Holders, it shall mail a copy to the Trustee and each Agent at the same time.

Section 14.03 Communication by Holders of Notes with Other Holders of Notes.

Holders may communicate pursuant to Trust Indenture Act Section 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Issuers, the Trustee, the Registrar and anyone else shall have the protection of Trust Indenture Act Section 312(c).

Section 14.04 Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Issuers or any of the Guarantors to the Trustee to take any action under this Indenture, the Issuers or such Guarantor, as the case may be, shall furnish to the Trustee:

(a) An Officer’s Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 14.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

(b) An Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 14.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Section 14.05 Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to Section 4.04 hereof or Trust Indenture Act Section 314(a)(4)) shall comply with the provisions of Trust Indenture Act Section 314(e) and shall include:

(a) a statement that the Person making such certificate or opinion has read such covenant or condition;

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with (and, in the case of an Opinion of Counsel, may be limited to reliance on an Officer’s Certificate as to matters of fact); and

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(d) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.

Section 14.06 Rules by Trustee and Agents.

The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

Section 14.07 No Personal Liability of Directors, Officers, Employees and Stockholders.

No director, officer, employee, incorporator or stockholder of either Issuer or any Guarantor or any of their parent companies shall have any liability for any obligations of the Issuers or the Guarantors under the Notes, the Guarantees or this Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

Section 14.08 Governing Law.

THIS INDENTURE, THE NOTES AND ANY GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 14.09 Waiver of Jury Trial.

EACH OF THE ISSUERS, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 14.10 Force Majeure.

In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services.

Section 14.11 No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Issuers or any of the Restricted Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 14.12 Successors.

All agreements of the Issuers in this Indenture and the Notes shall bind their successors. All agreements of the Trustee in this Indenture shall bind its successors. All agreements of each Guarantor in this Indenture shall bind its successors, except as otherwise provided in Section 11.05 hereof. All references to DBTCA in this Indenture shall include its successors and assigns.

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Section 14.13 Severability.

In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 14.14 Counterpart Originals.

The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

Section 14.15 Table of Contents, Headings, etc.

The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

Section 14.16 Qualification of Indenture.

The Issuers and the Guarantors shall qualify this Indenture under the Trust Indenture Act in accordance with the terms and conditions of the Registration Rights Agreement and shall pay all reasonable costs and expenses (including attorneys’ fees and expenses for the Issuers, the Guarantors and the Trustee) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and the Notes and printing this Indenture and the Notes. The Trustee shall be entitled to receive from the Issuers and the Guarantors any such Officer’s Certificates, Opinions of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the Trust Indenture Act.

Section 14.17 Agent for Service; Submission to Jurisdiction; Waiver of Immunity.

(a) By the execution and delivery of this Indenture, the Guarantors that are not incorporated or otherwise organized under the laws of any State (including the District of Columbia) of the United States (A) acknowledge that they will, by separate written instrument, designate and appoint Nielsen Finance LLC (and any successor entity) as their authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Indenture that may be instituted in any Federal or state court in the State of New York, New York County or brought under Federal or state securities laws, and acknowledge that Nielsen Finance LLC will accept such designation, (B) submit for themselves and their property to the non exclusive jurisdiction of any such court in any such suit or proceeding, (C) consent that any such proceeding may be brought in any such court and waives trial by jury and any objection that any of them may now or hereafter have to the venue of any such proceeding in any such court or that such proceeding was brought in any inconvenient court and agrees not to plead or claim the same, (D) agree that service of process upon Nielsen Finance LLC and written notice of said service to such Guarantors in accordance with Section 14.02 shall be deemed in every respect effective service of process upon such Guarantors in any such suit or proceeding and (E) agree that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction.

(b) To the extent that any Guarantor may be entitled, in any jurisdiction in which judicial proceedings may at any time be commenced with respect to or arising out of this Indenture, to claim for itself or its revenues, assets or properties immunity (whether by reason of sovereignty or otherwise) from suit, from the jurisdiction of any court (including but not limited to any court of the United

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States of America or the State of New York), from attachment prior to judgment, from set-off, from execution of a judgment or from any other legal process, and to the extent that in any such jurisdiction there may be attributed such an immunity (whether or not claimed), such Guarantor hereby irrevocably agrees not to claim and hereby irrevocably waives such immunity to the extent permitted by law.

[Signatures on following page]

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NIELSEN FINANCE LLC
By:	/s/ Peter K. Gersky
Name:	Peter K. Gersky
Title:	Assistant Treasurer

NIELSEN FINANCE CO.
By:	/s/ Peter K. Gersky
Name:	Peter K. Gersky
Title:	Assistant Treasurer

[Signature Page to Nielsen Finance LLC and Nielsen Finance Co. Senior Subordinated Discount Notes Indenture]

A. C. NIELSEN (ARGENTINA) S.A.
A. C. NIELSEN COMPANY
AC NIELSEN (US), INC.
AC NIELSEN HCI, LLC
ACN HOLDINGS INC.
ACNIELSEN CORPORATION
ACNIELSEN EDI II, INC.
ACNIELSEN INTERNATIONAL RESEARCH (UNITED STATES) LIMITED
BBI MARKETING SERVICES, INC.
BDS (CANADA), LLC
BILLBOARD CAFES, INC.
BROADCAST DATA SYSTEMS, LLC
CLARITAS INC.
CONSUMER RESEARCH SERVICES, INC.
DECISIONS MADE EASY, INC.
EMIS (CANADA), LLC
FOREMOST EXHIBITS, INC.
H R INDUSTRIES, INC.
MFI HOLDINGS, INC.
NIELSEN EDI, INC.
NIELSEN ENTERTAINMENT, LLC
NIELSEN HOLDINGS, INC.
NIELSEN LEASING CORPORATION
NIELSEN MEDIA RESEARCH, INC.
NIELSEN NATIONAL RESEARCH GROUP, INC.
PANEL INTERNATIONAL S.A.
PERQ/HCI, LLC
SPECTRA MARKETING SYSTEMS, INC.
SRDS, INC.
TRADE DIMENSIONS INTERNATIONAL, INC.
VNU BUSINESS MEDIA, INC.
VNU EMEDIA, INC.
VNU EXPOSITIONS, INC.
VNU MARKETING INFORMATION, INC.
VNU MEDIA MEASUREMENT & INFORMATION, INC.
VNU USA PROPERTY MANAGEMENT, INC.
VNU, INC.
VNU/SRDS MANAGEMENT CO., INC.
By:	/s/ Peter K. Gersky
Name:	Peter K. Gersky
Title:	Treasurer

[Signature Page to Nielsen Finance LLC and Nielsen Finance Co. Senior Subordinated Discount Notes Indenture]

ATHENIAN LEASING CORPORATION NMR INVESTING I, INC.
By:	/s/ Peter K. Gersky
Name:	Peter K. Gersky
Title:	Executive Vice President

[Signature Page to Nielsen Finance LLC and Nielsen Finance Co. Senior Subordinated Discount Notes Indenture]

NMR LICENSING ASSOCIATES, L.P. A LIMITED PARTNERSHIP
BY:	NMR INVESTING I, INC.,
	ITS GENERAL PARTNER
By:	/s/ Peter K. Gersky
Name:	Peter K. Gersky
Title:	Executive Vice President

[Signature Page to Nielsen Finance LLC and Nielsen Finance Co. Senior Subordinated Discount Notes Indenture]

NESLEIN HOLDINGS, L.L.C.
A LIMITED LIABILITY COMPANY
BY:	ACNIELSEN CORPORATION,
	ITS SOLE MEMBER
By:	/s/ Peter K. Gersky
Name:	Peter K. Gersky
Title:	Treasurer

[Signature Page to Nielsen Finance LLC and Nielsen Finance Co. Senior Subordinated Discount Notes Indenture]

GLOBAL MEDIA USA, LLC
INTERACTIVE MARKET SYSTEMS, INC.
By:	/s/ Matthew O’Laughlin
Name:	Matthew O’Laughlin
Title:	Vice President

[Signature Page to Nielsen Finance LLC and Nielsen Finance Co. Senior Subordinated Discount Notes Indenture]

ART HOLDING, L.L.C. CZT/ACN TRADEMARKS, L.L.C.
By:	/s/ Michael E. Elias
Name:	Michael E. Elias
Title:	President

[Signature Page to Nielsen Finance LLC and Nielsen Finance Co. Senior Subordinated Discount Notes Indenture]

VNU GROUP B.V.
VNU HOLDING AND FINANCE B.V.
VNU INTERMEDIATE HOLDING B.V.
VNU HOLDINGS B.V.
VNU INTERNATIONAL B.V.
VNU SERVICES B.V.
By:	/s/ Authorized Signatory
Name:
Title:
By:	/s/ Authorized Signatory
Name:
Title:

[Signature Page to Nielsen Finance LLC and Nielsen Finance Co. Senior Subordinated Discount Notes Indenture]

LAW DEBENTURE TRUST COMPANY OF NEW YORK, as Trustee
By:	/s/ Boris Treyger
Name:	BORIS TREYGER
Title:	ASSISTANT VICE PRESIDENT

Senior Subordinated Indenture

EXHIBIT A

[Face of Note]

[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture]

[INSERT OID LEGEND]

A-1-1

CUSIP [            ]

ISIN [            ]¹

[[RULE 144A][REGULATION S] GLOBAL NOTE

representing up to

$                                ]

12 ¹/2% Senior Subordinated Discount Notes due 2016

No.          [$                                ]

NIELSEN FINANCE LLC

and

NIELSEN FINANCE CO.

promise to pay to CEDE & CO. or registered assigns, the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto] [of                                          United States Dollars] on August 1, 2016.

Interest Payment Dates: February 1 and August 1

Record Dates: January 15 and July 15

¹ Rule 144A Note CUSIP: 65409QAG7

Rule 144A Note ISIN: US65409QAG73

Regulation S Note CUSIP: U65393AC1

Regulation S Note ISIN: USU65393 AC15

Exchange Note CUSIP: 65409QAJ1

Exchange Note ISIN: US65409QAJ13

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IN WITNESS HEREOF, the Issuers have caused this instrument to be duly executed.

Dated: August 9, 2006

NIELSEN FINANCE LLC

By:

Name:

Title:

NIELSEN FINANCE CO.

By:

Name:

Title:

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This is one of the Notes referred to in the within-mentioned Indenture:

LAW DEBENTURE TRUST COMPANY OF NEW YORK, as Trustee
By:
	Authorized Signatory

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[Back of Senior Subordinated Discount Note]

12 ¹/2% Senior Subordinated Discount Notes due 2016

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1. INTEREST. Nielsen Finance LLC, a Delaware limited liability company and Nielsen Finance Co., a Delaware corporation, promise to pay interest on the principal amount at maturity of this Note at 12 ¹/2% per annum from August 9, 2006² until maturity and shall pay the Additional Interest, if any, payable pursuant to the Registration Rights Agreement referred to below. Until August 1, 2011, interest on the Notes will accrue at the rate of 12 ¹/2% per annum in the form of an increase in the Accreted Value (representing amortization of original issue discount from the date of original issuance to August 1, 2011), such that the Accreted Value of each Note shall be equal to its principal amount at maturity at such date. Beginning on February 1, 2012, the Issuers will pay cash interest and Additional Interest, if any, semi-annually in arrears on February 1 and August 1 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from August 1, 2011. The Issuers will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the interest rate on the Notes; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any, (without regard to any applicable grace periods) from time to time on demand at the interest rate on the Notes. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

For purposes of the preceding paragraph, the following term shall have the following definition:

“Accreted Value” means, as of any date (the “Specified Date”) the amount provided below for each $1,000 principal amount at maturity of Notes:

(a) if the Specified Date occurs on one of the following dates (each, a “Semi-Annual Accrual Date”), the Accreted Value will equal the amount set forth below for such Semi-Annual Accrual Date:

Semi-Annual Accrual Date	Accreted Value
February 1, 2007	$	579.48
August 1, 2007	$	615.70
February 1, 2008	$	654.18
August 1, 2008	$	695.07
February 1, 2009	$	738.51
August 1, 2009	$	784.66

² With respect to the Initial Notes.

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Semi-Annual Accrual Date	Accreted Value
February 1, 2010	$	833.71
August 1, 2010	$	885.81
February 1, 2011	$	941.18
August 1, 2011	$	1,000.00

The foregoing Accreted Values shall be increased, if necessary, to reflect any accretion of Additional Interest;

(b) if the Specified Date occurs before the first Semi-Annual Accrual Date, the Accreted Value will equal the sum of (A) the original issue (for each $1,000 principal amount at maturity) price of a Senior Subordinated Discount Note and (B) the amount equal to the product of (x) the Accreted Value for the first Semi-Annual Accrual Date less such original issue price multiplied by (y) a fraction, the numerator of which is the number of days from the Issue Date to the Specified Date, using a 360-day year of twelve 30-day months, and the denominator of which is the number of days from the Issue Date to the first Semi-Annual Accrual Date, using a 360-day year of twelve 30-day months.

(c) if the Specified Date occurs between two Semi-Annual Accrual Dates, the Accreted Value will equal the sum of (A) the Accreted Value for the Semi-Annual Accrual Date immediately preceding such Specified Date and (B) an amount equal to the product of (x) the Accreted Value for the immediately following Semi-Annual Accrual Date less the Accreted Value for the Semi-Annual Accrual Date immediately pre-ceding such Specified Date multiplied by (y) a fraction, the numerator of which is the number of days from the immediately preceding Semi-Annual Accrual Date to the Specified Date, using a 360-day year of twelve 30-day months, and the denominator of which is 180; or

(d) if the Specified Date occurs on or after August 1, 2011, the Accreted Value will equal $1,000.

2. METHOD OF PAYMENT. The Issuers will pay interest on the Notes and Additional Interest, if any, to the Persons who are registered Holders of Notes at the close of business on the January 15 or July 15 (whether or not a Business Day), as the case may be, next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. Payment of interest and Additional Interest, if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders, provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest, premium and Additional Interest, if any, on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Issuers or the Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

3. PAYING AGENT AND REGISTRAR. Initially, Deustche Bank Trust Company Americas will act as Paying Agent and Registrar. The Issuers may change any Paying Agent or Registrar without notice to the Holders. The Issuers or any of their Subsidiaries may act in any such capacity.

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4. INDENTURE. The Issuers issued the Notes under an Indenture, dated as of August 9, 2006 (the “Indenture”), among Nielsen Finance LLC., Nielsen Finance Co., the Guarantors named therein and the Trustee. This Note is one of a duly authorized issue of notes of the Issuers designated as its 12 ¹/2% Senior Subordinated Discount Notes due 2016. The Issuers shall be entitled to issue Additional Notes pursuant to Section 2.01 and 4.09 of the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

5. OPTIONAL REDEMPTION.

(a) Except as described below under clauses 5(b) and 5(c) hereof, the Notes will not be redeemable at the Issuer’s option before August 1, 2011.

(b) At any time prior to August 1, 2011, the Issuers may redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to the registered address of each Holder of Notes, at a redemption price equal to 100% of the Accreted Value of the Notes redeemed plus the Applicable Premium as of the Redemption Date, and accrued and unpaid interest and Additional Interest, if any, to the Redemption Date, subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date.

(c) Until August 1, 2009, the Issuers may, at their option, redeem up to 35% of the aggregate principal amount at maturity of Notes at a redemption price equal to 112.500% of the aggregate Accreted Value thereof, plus, without duplication, accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, with the net cash proceeds of (a) one or more Equity Offerings and/or (b) one or more sales of a business unit of VNU, in each case to the extent such net cash proceeds are received by or contributed to a Covenant Party or a Restricted Subsidiary of a Covenant Party; provided that at least 50% of the sum of the aggregate principal amount at maturity of Notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 90 days of the date of closing of each such Equity Offering or sale. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering.

(d) On and after August 1, 2011, the Issuers may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice by first-class mail, postage prepaid, with a copy to the Trustee, to each Holder of Notes at the address of such Holder appearing in the security register, at the redemption prices (expressed as percentages of principal amount at maturity of the Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon and Additional Interest, if any, to the applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on August 1 of each of the years indicated below:

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Year	Percentage
2011	106.250	%
2012	104.167	%
2013	102.083	%
2014 and thereafter	100.000	%

(e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

6. MANDATORY REDEMPTION. The Issuers shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

7. NOTICE OF REDEMPTION. Subject to Section 3.03 of the Indenture, notice of redemption will be mailed by first-class mail at least 30 days but not more than 60 days before the redemption date (except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with Article 8 or Article 13 of the Indenture) to each Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger than $2,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date interest ceases to accrue on Notes or portions thereof called for redemption.

8. OFFERS TO REPURCHASE.

(a) Upon the occurrence of a Change of Control, the Issuers shall make an offer (a “Change of Control Offer”) to each Holder to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase (the “Change of Control Payment”). The Change of Control Offer shall be made in accordance with Section 4.14 of the Indenture.

(b) If the Issuers or any of the Restricted Subsidiaries consummates an Asset Sale, within 10 Business Days of each date that Excess Proceeds exceed $100.0 million, the Issuers shall commence, an offer to all Holders of the Notes and, if required by the terms of any Senior Subordinated Indebtedness, to the holders of such Senior Subordinated Indebtedness (an “Asset Sale Offer”), to purchase the maximum principal amount of Notes (including any Additional Notes) and such other Senior Subordinated Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Additional Interest thereon, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate Accreted Value or principal amount, as applicable, of Notes (including any Additional Notes) and such Senior Subordinated Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuers may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in the Indenture. If the aggregate Accreted Value or principal amount, as applicable, of Notes and the Senior Subordinated Indebtedness surrendered in an Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such Senior Subordinated Indebtedness to be purchased on a pro rata basis based on the Accreted Value or principal amount, as applicable, of the Notes or such Senior Subordinated Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” attached to the Notes.

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9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of $2,000 and integral multiples of $1,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuers may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuers need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Issuers need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed.

10. SUBORDINATION. The Notes and the Guarantees are subordinated to Senior Indebtedness of the Issuers and the Guarantors on the terms and subject to the conditions set forth in the Indenture. To the extent provided in the Indenture, Senior Indebtedness must be paid before the Notes and Guarantees may be paid. The Issuers agree, and each Holder by accepting a Note agrees, to the subordination provisions contained in the Indenture and authorizes the Trustee to give it effect and appoints the Trustee as attorney-in-fact for such purpose.

11. PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes.

12. AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture, the Guarantees or the Notes may be amended or supplemented as provided in the Indenture.

13. DEFAULTS AND REMEDIES. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 30% in principal amount at maturity of the then outstanding Notes may declare the principal, (or Accreted Value) premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount at maturity of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of Accreted Value, premium, if any, Additional Interest, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount at maturity of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or and its consequences under the Indenture except a continuing Default in payment of the principal (or Accreted Value) of, premium, if any, Additional Interest, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuers and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuers are required within five (5) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuers propose to take with respect thereto.

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14. AUTHENTICATION. This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of the Trustee.

15. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes shall have all the rights set forth in the Registration Rights Agreement, dated as of August 9, 2006, among Nielsen Finance LLC, Nielsen Finance Co., the Guarantors named therein and the other parties named on the signature pages thereof (the “Registration Rights Agreement”), including the right to receive Additional Interest (as defined in the Registration Rights Agreement).

16. GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THE NOTES AND THE GUARANTEES.

17. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuers have caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

The Issuers will furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement. Requests may be made to the Issuers at the following address:

Nielsen Finance LLC

Nielsen Finance Co.

c/o VNU, Inc.

770 Broadway

New York, NY 10003

Fax No.: (646) 654-5000

Attention: General Counsel

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ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:
	(Insert assignee’ legal name)
(Insert assignee’s soc. sec. or tax I.D. No.)
(Print or type assignee’s name, address and zip code)

and irrevocably appoint

to transfer this Note on the books of the Issuers. The agent may substitute another to act for him.

Date:                     

Your Signature:
	(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*:

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Issuers pursuant to Section 4.10 or 4.14 of the Indenture, check the appropriate box below:

¨  Section 4.10    ¨  Section 4.14

If you want to elect to have only part of this Note purchased by the Issuers pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased:

$                                

Date:                     

Your Signature:
	(Sign exactly as your name appears on the face of this Note)

Tax Identification No.:

Signature Guarantee*:

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

The initial outstanding principal amount of this Global Note is $                    . The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note, have been made:

Date of Exchange Amount of
decrease in Principal
Amount At
Maturity Amount of increase in Principal Amount At Maturity
of this Global Note Principal Amount
At Maturity of this Global Note following such decrease or increase Signature of authorized officer of Trustee or Note Custodian

* This schedule should be included only if the Note is issued in global form

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EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

Nielsen Finance LLC

Nielsen Finance Co.

c/o VNU, Inc.

770 Broadway

New York, NY 10003

Fax No.: (646) 654-5000

Attention: General Counsel

Deutsche Bank Services Tennessee Inc.

648 Grassmere Park Road

Nashville, TN USA 37211

Attention: Transfer Department

Telephone: 1-800-735-7777

Re: 12 ¹/2% Senior Subordinated Discount Notes due 2016.

Reference is hereby made to the Indenture, dated as of August 9, 2006 (the “Indenture”), among Nielsen Finance LLC, Nielsen Finance Co., the Guarantors named therein and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                                          (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount at maturity of $[    ] in such Note[s] or interests (the “Transfer”), to                                          (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States.

2. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor

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nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Indenture and the Securities Act.

3. [ ] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

(a) [ ] such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;

or

(b) [ ] such Transfer is being effected to the Issuers or a subsidiary thereof;

or

(c) [ ] such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act.

4. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

(a) [ ] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(b) [ ] CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

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(c) [ ] CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

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This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers.

[Insert Name of Transferor]

By:

Name:

Title:

Dated:

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ANNEX A TO CERTIFICATE OF TRANSFER

1. The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

(a) [ ] a beneficial interest in the:

(i) [ ] 144A Global Note (CUSIP 65409QAG7), or

(ii) [ ] Regulation S Global Note (CUSIP US65409QAG73), or

(b) [ ] a Restricted Definitive Note.

2. After the Transfer the Transferee will hold:

[CHECK ONE]

(a) [ ] a beneficial interest in the:

(i) [ ] 144A Global Note (CUSIP 65409QAG7), or

(ii) [ ] Regulation S Global Note (CUSIP US65409QAG73), or

(iii) [ ] Unrestricted Global Note (CUSIP 65409QAJ1); or

(b) [ ] a Restricted Definitive Note; or

(c) [ ] an Unrestricted Definitive Note, in accordance with the terms of the Indenture.

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EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

Nielsen Finance LLC

Nielsen Finance Co.

c/o VNU, Inc.

770 Broadway

New York, NY 10003

Fax No.: (646) 654-5000

Attention: General Counsel

Deutsche Bank Services Tennessee Inc.

648 Grassmere Park Road

Nashville, TN USA 37211

Attention: Transfer Department

Telephone: 1-800-735-7777

Re: 12 ¹/2% Senior Subordinated Discount Notes due 2016

Reference is hereby made to the Indenture, dated as of August 9, 2006 (the “Indenture”), among Nielsen Finance LLC, Nielsen Finance Co., the Guarantors named therein and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                     (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $[                 in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

1) EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE

a) [    ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

b) [    ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with

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the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

c) [    ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

d) [    ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

2) EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES

a) [    ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.

b) [    ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] [    ] 144A Global Note [    ] Regulation S Global Note, with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States.

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Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

This certificate and the statements contained herein are made for your benefit and the benefit of the Issuers and are dated                             .

	[Insert Name of Transferor]
	By:
	Name:
	Title:
Dated:

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EXHIBIT D

[FORM OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS]

Supplemental Indenture (this “Supplemental Indenture”), dated as of                 , among                              (the “Guaranteeing Subsidiary”), an affiliate of Nielsen Finance LLC, a Delaware limited liability company and Nielsen Finance Co., a Delaware corporation (the “Issuers”), and Law Debenture Trust Company of New York, as trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Issuers and the Guarantors (as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of August 9, 2006, providing for the issuance of an unlimited aggregate principal amount at maturity of Senior Subordinated Discount Notes due 2006 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuers’ Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

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

(2) Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees as follows:

(a) Along with all Guarantors named in the Indenture, to jointly and severally unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that:

(i) the principal of and interest, premium and Additional Interest, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

(ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed

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in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors and the Guaranteeing Subsidiary shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection.

(b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor.

(c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever.

(d) This Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture and this Supplemental Indenture, and the Guaranteeing Subsidiary accepts all obligations of a Guarantor under the Indenture.

(e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, the Guarantors (including the Guaranteeing Subsidiary), or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or the Guarantors, any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

(f) The Guaranteeing Subsidiary shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby.

(g) As between the Guaranteeing Subsidiary, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guaranteeing Subsidiary for the purpose of this Guarantee.

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

(i) Pursuant to Section 11.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article 11 of the Indenture, this new Guarantee shall be limited to the maximum amount permissible such that the obligations of such Guaranteeing Subsidiary under this Guarantee will not constitute a fraudulent transfer or conveyance.

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(j) This Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers for liquidation, reorganization, should the Issuers become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’ assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes and Guarantee, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Note shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

(k) In case any provision of this Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

(l) This Guarantee shall be a general unsecured senior subordinated obligation of such Guaranteeing Subsidiary, ranking pari passu with any other future Senior Indebtedness of the Guaranteeing Subsidiary, if any.

(m) Each payment to be made by the Guaranteeing Subsidiary in respect of this Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

(3) Execution and Delivery. The Guaranteeing Subsidiary agrees that the Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.

(4) Merger, Consolidation or Sale of All or Substantially All Assets.

(a) Except as otherwise provided in Section 5.01(c) of the Indenture, the Guaranteeing Subsidiary may not consolidate or merge with or into or wind up into (whether or not an Issuer or Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

(i)(A) the Guaranteeing Subsidiary is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the jurisdiction of organization of the Guaranteeing Subsidiary, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Person”);

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(B) the Successor Person, if other than the Guaranteeing Subsidiary, expressly assumes all the obligations of the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

(C) immediately after such transaction, no Default exists; and

(D) the Issuers shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture; or

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

(b) Subject to certain limitations described in the Indenture, the Successor Person will succeed to, and be substituted for, the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s Guarantee. Notwithstanding the foregoing, the Guaranteeing Subsidiary may merge into or transfer all or part of its properties and assets to another Guarantor or the Issuers.

(5) Releases. The Guarantee of the Guaranteeing Subsidiary shall be automatically and unconditionally released and discharged, and no further action by the Guaranteeing Subsidiary, the Issuers or the Trustee is required for the release of the Guaranteeing Subsidiary’s Guarantee, upon:

(1)(A) any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of the Guaranteeing subsidiary (including any sale, exchange or transfer), after which the Guaranteeing Subsidiary is no longer a Restricted Subsidiary or all or substantially all the assets of the Guaranteeing Subsidiary which sale, exchange or transfer is made in compliance with the applicable provisions of the Indenture;

(B) the release or discharge of the guarantee by the Guaranteeing Subsidiary of the Senior Credit Facilities or the guarantee which resulted in the creation of the Guarantee, except a discharge or release by or as a result of payment under such guarantee;

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

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

(2) the Guaranteeing Subsidiary delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction have been complied with.

(6) No Recourse Against Others. No director, officer, employee, incorporator or stockholder of the Guaranteeing Subsidiary shall have any liability for any obligations of the Issuers or the Guarantors (including the Guaranteeing Subsidiary) under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

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

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

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

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

(11) Subrogation. The Guaranteeing Subsidiary shall be subrogated to all rights of Holders of Notes against the Issuers in respect of any amounts paid by the Guaranteeing Subsidiary pursuant to the provisions of Section 2 hereof and Section 11.01 of the Indenture; provided that, if an Event of Default has occurred and is continuing, the Guaranteeing Subsidiary shall not be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuers under the Indenture or the Notes shall have been paid in full.

(12) Benefits Acknowledged. The Guaranteeing Subsidiary’s Guarantee is subject to the terms and conditions set forth in the Indenture. The Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to this Guarantee are knowingly made in contemplation of such benefits.

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

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

[GUARANTEEING SUBSIDIARY]

By:

Name:

Title:

LAW DEBENTURE TRUST COMPANY OF NEW YORK, as Trustee

By:

Name:

Title:

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EX-4.6(B)

Exhibit 4.6(b)

Execution Copy

FIRST SUPPLEMENTAL INDENTURE

First Supplemental Indenture (this “First Supplemental Indenture”), dated as of October 16, 2006, among Radio and Records, Inc., a California corporation (the “Guaranteeing Subsidiary”) and an affiliate of Nielsen Finance LLC, a Delaware limited liability company, and Nielsen Finance Co., a Delaware corporation (the “Issuers”), and Law Debenture Trust Company of New York, as trustee (the “Trustee”).

WITNESSETH

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

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuers’ Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this First Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

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

(2) Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees as follows:

(a) Along with all Guarantors named in the Indenture, to jointly and severally unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that:

(i) the principal of and interest, premium and Additional Interest, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

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(ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors and the Guaranteeing Subsidiary shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection.

(b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor.

(c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever.

(d) This Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture and this First Supplemental Indenture, and the Guaranteeing Subsidiary accepts all obligations of a Guarantor under the Indenture.

(e) If any Holder or the Trustee is required by any court or otherwise to return to the Issuers, the Guarantors (including the Guaranteeing Subsidiary), or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or the Guarantors, any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

(f) The Guaranteeing Subsidiary shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby.

(g) As between the Guaranteeing Subsidiary, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guaranteeing Subsidiary for the purpose of this Guarantee.

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

(i) Pursuant to Section 11.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article 11 of the Indenture, this new Guarantee shall be limited to the maximum amount permissible such that the obligations of such Guaranteeing Subsidiary under this Guarantee will not constitute a fraudulent transfer or conveyance.

(j) This Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuers for liquidation, reorganization, should the Issuers become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’ assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes and Guarantee, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Note shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

(k) In case any provision of this Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

(l) This Guarantee shall be a general unsecured senior subordinated obligation of such Guaranteeing Subsidiary, ranking pari passu with any other future Senior Subordinated Indebtedness of the Guaranteeing Subsidiary, if any.

(m) Each payment to be made by the Guaranteeing Subsidiary in respect of this Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

(3) Execution and Delivery. The Guaranteeing Subsidiary agrees that the Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.

(4) Merger, Consolidation or Sale of All or Substantially All Assets.

(a) Except as otherwise provided in Section 5.01(c) of the Indenture, the Guaranteeing Subsidiary may not consolidate or merge with or into or wind up into (whether or not an Issuer or Guaranteeing Subsidiary is the surviving corporation), or

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sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

(i)(A) the Guaranteeing Subsidiary is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the jurisdiction of organization of the Guaranteeing Subsidiary, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Person”);

(B) the Successor Person, if other than the Guaranteeing Subsidiary, expressly assumes all the obligations of the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

(C) immediately after such transaction, no Default exists; and

(D) the Issuers shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture; or

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

(b) Subject to certain limitations described in the Indenture, the Successor Person will succeed to, and be substituted for, the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary’s Guarantee. Notwithstanding the foregoing, the Guaranteeing Subsidiary may merge into or transfer all or part of its properties and assets to another Guarantor or the Issuers.

(5) Releases. The Guarantee of the Guaranteeing Subsidiary shall be automatically and unconditionally released and discharged, and no further action by the Guaranteeing Subsidiary, the Issuers or the Trustee is required for the release of the Guaranteeing Subsidiary’s Guarantee, upon:

(a) (i) any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of the Guaranteeing Subsidiary (including any sale, exchange or transfer), after which the Guaranteeing Subsidiary is no longer a Restricted Subsidiary or all or substantially all the assets of the Guaranteeing Subsidiary which sale, exchange or transfer is made in compliance with the applicable provisions of the Indenture;

(ii) the release or discharge of the guarantee by the Guaranteeing Subsidiary of the Senior Credit Facilities or the guarantee which resulted in the creation of the Guarantee, except a discharge or release by or as a result of payment under such guarantee;

4

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

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

(b) the Guaranteeing Subsidiary delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction have been complied with.

(6) No Recourse Against Others. No director, officer, employee, incorporator or stockholder of the Guaranteeing Subsidiary shall have any liability for any obligations of the Issuers or the Guarantors (including the Guaranteeing Subsidiary) under the Notes, any Guarantees, the Indenture or this First Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

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

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

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

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

(11) Subrogation. The Guaranteeing Subsidiary shall be subrogated to all rights of Holders of Notes against the Issuers in respect of any amounts paid by the Guaranteeing Subsidiary pursuant to the provisions of Section 2 hereof and Section 11.01 of the Indenture; provided that, if an Event of Default has occurred and is continuing, the Guaranteeing Subsidiary shall not be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuers under the Indenture or the Notes shall have been paid in full.

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(12) Benefits Acknowledged. The Guaranteeing Subsidiary’s Guarantee is subject to the terms and conditions set forth in the Indenture. The Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this First Supplemental Indenture and that the guarantee and waivers made by it pursuant to this Guarantee are knowingly made in contemplation of such benefits.

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

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

RADIO AND RECORDS, INC.
By:	/s/ Authorized Signatory
Name:
Title:
LAW DEBENTURE TRUST COMPANY OF NEW YORK, as Trustee
By:	/s/ Authorized Signatory
Name:
Title:

[First Supplemental Indenture to Senior Sub. Discount Notes Indenture]

EX-4.7

Exhibit 4.7

EXECUTION VERSION

REGISTRATION RIGHTS AGREEMENT

REGISTERED EXCHANGE OFFER

NIELSEN FINANCE LLC

NIELSEN FINANCE CO.

$1,070,000,000 12 ¹/2% Senior Subordinated Discount Notes due 2016

REGISTRATION RIGHTS AGREEMENT

August 9, 2006

Deutsche Bank Securities Inc.

Citigroup Global Markets Inc.

J.P. Morgan Securities Inc.

ABN AMRO Incorporated

ING Bank N.V.

As Initial Purchasers

c/o Deutsche Bank Securities Inc.

60 Wall Street

New York, New York 10005

Ladies and Gentlemen:

Nielsen Finance LLC, a Delaware limited liability company (“Nielsen LLC”) and Nielsen Finance Co., a Delaware corporation (“Nielsen Co.” and, together with Nielsen LLC, the “Issuers”), propose to issue and sell to the Initial Purchasers $1,070,000,000 aggregate principal amount at maturity of their 12 ¹/2% Senior Subordinated Discount Notes due 2016 (the “Notes”) upon the terms set forth in the Purchase Agreement among the Issuers, the Guarantors named therein and the initial purchasers named on Schedule I thereto (the “Initial Purchasers”), dated August 1, 2006 (the “Purchase Agreement”), relating to the initial placement (the “Initial Placement”) of the Notes. As of the date hereof, the Issuers’ obligations under the Notes will be guaranteed (the “Guarantees”) by each of the guarantors listed on Annex A-1 of the Purchase Agreement (collectively, the “Guarantors”). References herein to the “Securities” refer to the Notes and the Guarantees, collectively. To induce the Initial Purchasers to enter into the Purchase Agreement and to satisfy a condition to your obligations thereunder, the Issuers and the Guarantors jointly and severally agree with you for your benefit and the benefit of the holders from time to time of the Securities (including the Initial Purchasers) (each a “Holder” and, collectively, the “Holders”), as follows:

1. Definitions. Capitalized terms used herein without definition shall have their respective meanings set forth in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

“Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Affiliate” shall have the meaning specified in Rule 405 under the Act and the term “controlling” shall have a meaning correlative thereto.

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“Broker-Dealer” shall mean any broker or dealer registered as such under the Exchange Act.

“Business Day” shall mean a day other than a Saturday, a Sunday or a legal holiday or day on which commercial banking institutions or trust companies are authorized or required by law to close in New York City.

“Closing Date” shall mean the date of the first issuance of the Securities.

“Commission” shall mean the Securities and Exchange Commission.

“Deferral Period” shall have the meaning set forth in Section 4(k)(ii) hereof.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Exchange Offer Registration Period” shall mean the period of 180 days following the consummation of the Registered Exchange Offer, exclusive of any period during which any stop order shall be in effect suspending the effectiveness of the Exchange Offer Registration Statement.

“Exchange Offer Registration Statement” shall mean a registration statement of the Issuers and the Guarantors on an appropriate form under the Act with respect to the Registered Exchange Offer, all amendments and supplements to such registration statement, including post-effective amendments thereto, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

“Exchanging Dealer” shall mean any Holder (which may include any Initial Purchaser) that is a Broker-Dealer and elects to exchange for New Securities any Securities that it acquired for its own account as a result of market-making activities or other trading activities (but not directly from any Issuer or any Affiliate of any Issuer) for New Securities.

“Final Memorandum” shall mean the offering memorandum, dated August 1, 2006, relating to the Securities, including any and all exhibits thereto and any information incorporated by reference therein as of such date.

“Guarantee” shall have the meaning set forth in the preamble hereto.

“Guarantors” shall have the meaning set forth in the preamble hereto.

“Holder” shall have the meaning set forth in the preamble hereto.

“Holdings” shall mean VNU Group B.V.

“Indenture” shall mean that certain Indenture relating to the Securities, dated as of August 9, 2006, among the Issuers, the Guarantors and Law Debenture Trust Company of New York, as trustee, as the same may be amended from time to time in accordance with the terms thereof.

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“Initial Placement” shall have the meaning set forth in the preamble hereto.

“Initial Purchasers” shall have the meaning set forth in the preamble hereto.

“Losses” shall have the meaning set forth in Section 6(d) hereof.

“Majority Holders” shall mean, on any date, Holders of a majority of the aggregate principal amount at maturity of the Securities and New Securities registered under a Registration Statement.

“Managing Underwriters” shall mean the investment banker or investment bankers and manager or managers who administer an underwritten offering, if any, under a Registration Statement.

“NASD Rules” shall mean the Conduct Rules and the By-laws of the National Association of Securities Dealers, Inc.

“New Securities” shall mean debt securities of the Issuers and Guarantees by the Guarantors, in each case identical in all material respects to the Securities (except that the transfer restrictions shall be modified or eliminated, as appropriate) to be issued under the New Securities Indenture.

“New Securities Indenture” shall mean the Indenture or an indenture among the Issuers, the Guarantors and the New Securities Trustee, identical in all material respects to the Indenture (except that (i) the New Securities shall contain no restrictive legend thereon, (ii) interest thereon shall accrue from the last date on which interest was paid on such Notes or, if no such interest has been paid, from the Closing Date and (iii) which are entitled to the benefits of the Indenture or a trust indenture which is identical in all material respects to the Indenture (other than such changes to the Indenture or any such identical trust indenture as are necessary to comply with the TIA) and which, in either case, has been qualified under the Trust Indenture Act), which may be the Indenture if in the terms thereof appropriate provision is made for the New Securities.

“New Securities Trustee” shall mean the Trustee or a bank or trust company reasonably satisfactory to the Initial Purchasers, as trustee with respect to the New Securities under the New Securities Indenture.

“Notes” shall have the meaning set forth in the preamble hereto.

“Prospectus” shall mean the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Securities or the New Securities

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covered by such Registration Statement, and all amendments and supplements thereto, including any and all exhibits thereto and any information incorporated by reference therein.

“Purchase Agreement” shall have the meaning set forth in the preamble hereto.

“Registered Exchange Offer” shall mean the proposed offer of the Issuers and the Guarantors to issue and deliver to the Holders of the Securities that are not prohibited by any law or policy of the Commission from participating in such offer, in exchange for the Securities, a like Accreted Value and aggregate principal amount at maturity of the New Securities.

“Registrable Securities” shall mean (i) Securities other than those that have been (A) registered under a Registration Statement and disposed of in accordance therewith or (B) distributed to the public pursuant to Rule 144 under the Act or any successor rule or regulation thereto that may be adopted by the Commission and (ii) any New Securities the resale of which by the Holder thereof requires compliance with the prospectus delivery requirements of the Act.

“Registration Default Damages” shall have the meaning set forth in Section 8 hereof.

“Registration Statement” shall mean any Exchange Offer Registration Statement or Shelf Registration Statement that covers any of the Securities or the New Securities pursuant to the provisions of this Agreement, any amendments and supplements to such registration statement, including post-effective amendments (in each case including the Prospectus contained therein), all exhibits thereto and all material incorporated by reference therein.

“Securities” shall have the meaning set forth in the preamble hereto.

“Shelf Registration” shall mean a registration effected pursuant to Section 3 hereof.

“Shelf Registration Period” shall have the meaning set forth in Section 3(b)(ii) hereof.

“Shelf Registration Statement” shall mean a “shelf” registration statement of the Issuers and the Guarantors pursuant to the provisions of Section 3 hereof which covers some or all of the Securities or New Securities, as applicable, on an appropriate form under Rule 415 under the Act, or any similar rule that may be adopted by the Commission, amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

“Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder.

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“Trustee” shall mean the trustee with respect to the Securities under the Indenture.

“underwriter” shall mean any underwriter of Securities in connection with an offering thereof under a Shelf Registration Statement.

2. Registered Exchange Offer. (a) The Issuers and the Guarantors shall prepare and use their reasonable best efforts to file with the Commission and cause to become effective the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers and the Guarantors shall use their reasonable best efforts to cause the Registered Exchange Offer to be completed under the Act within 375 days of the Closing Date.

(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers and the Guarantors shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder (i) is not an Affiliate of any of the Issuers, (ii) acquires the New Securities in the ordinary course of such Holder’s business, (iii) has no arrangements with any person to participate in the distribution of the New Securities, (iv) is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer and (v) is not an Initial Purchaser holding Securities that have the status of an unsold allotment remaining from the initial distribution of the Securities) to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.

(c) In connection with the Registered Exchange Offer, the Issuers and the Guarantors shall:

(i) mail or cause to be mailed to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;

(ii) keep the Registered Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after the date notice thereof is mailed to the Holders;

(iii) use their reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required under the Act, to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;

(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the New Securities Trustee or an Affiliate of either of them;

(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;

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(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers and the Guarantors are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991) and (B) including a representation that the Issuers and the Guarantors have not entered into any arrangement or understanding with any person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the New Securities; and

(vii) comply in all respects with all laws applicable to the Registered Exchange Offer.

(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers and the Guarantors shall:

(i) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;

(ii) deliver to the Trustee for cancellation in accordance with Section 4(s) hereof all Securities so accepted for exchange; and

(iii) cause the New Securities Trustee promptly to authenticate and deliver to each Holder of Securities New Securities with an Accreted Value and an aggregate principal amount at maturity equal to the then Accreted Value and aggregate principal amount at maturity of the Securities of such Holder so accepted for exchange.

(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, which must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer or any Affiliate of any Issuer. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers that, at the time of the consummation of the Registered Exchange Offer:

(i) any New Securities received by such Holder shall be acquired in the ordinary course of business;

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(ii) such Holder shall have no arrangement or understanding with any person to participate in the distribution within the meaning of the Act of the Securities or the New Securities;

(iii) such Holder is not an Affiliate of any Issuer or any Guarantor or, if it is an Affiliate of an Issuer, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 4 hereof in order to have their Securities included in the Shelf Registration Statement and benefit from the provisions regarding Registration Default Damages in Section 8 hereof; and

(iv) if such Holder is an Exchanging Dealer, then such Holder will comply with the applicable provisions of the Securities Act (including the prospectus delivery requirements thereunder).

(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers and the Guarantors shall issue and deliver to such Initial Purchaser or the person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like Accreted Value and principal amount at maturity thereof of New Securities. The Issuers and the Guarantors shall use their commercially reasonable efforts to cause the CUSIP Service Bureau to issue the same CUSIP number and International Securities Identification Number (“ISIN”) for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.

3. Shelf Registration.

(a) If (i) due to any change in law or applicable interpretations thereof by the Commission’s staff, the Issuers and the Guarantors determine upon advice of their outside counsel that they are not permitted to effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii) for any other reason the Registered Exchange Offer is not consummated within 375 days of the Closing Date; (iii) any Initial Purchaser so requests with respect to Securities that are not eligible to be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the Registered Exchange Offer; (iv) any Holder (other than an Initial Purchaser) is not eligible to participate in the Registered Exchange Offer; or (v) in the case of any Initial Purchaser that participates in the Registered Exchange Offer or acquires New Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not receive freely tradeable New Securities in exchange for Securities constituting any portion of an unsold allotment (it being understood that (x) the requirement that an Initial Purchaser deliver a Prospectus containing the information required by Item 507 or 508 of Regulation S-K under the Act in connection with sales of New Securities acquired in exchange for such Securities shall result in such New Securities being not “freely tradeable;” and (y) the requirement that an Exchanging Dealer deliver a Prospectus in connection with sales of New Securities acquired in the Registered Exchange Offer in exchange for Securities acquired as a result of market-making activities or other trading activities shall not result in such New Securities being not “freely tradeable”), the Issuers and the Guarantors shall file and use their reasonable best efforts to cause to become and keep effective a Shelf Registration Statement in accordance with subsection (b) below.

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(b) (i) The Issuers and the Guarantors shall, if required by subsection (a) above, as promptly as practicable use their reasonable best efforts to file with the Commission and shall use their reasonable best efforts to cause to be declared effective under the Act within 375 days, a Shelf Registration Statement relating to the offer and sale of the Securities or the New Securities, as applicable, by the Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in such Shelf Registration Statement; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder; and provided further, that with respect to New Securities received by an Initial Purchaser in exchange for Securities constituting any portion of an unsold allotment, the Issuers and the Guarantors may, if permitted by current interpretations by the Commission’s staff, file a post-effective amendment to the Exchange Offer Registration Statement containing the information required by Item 507 or 508 of Regulation S-K, as applicable, in satisfaction of their obligations under this subsection with respect thereto, and any such Exchange Offer Registration Statement, as so amended, shall be referred to herein as, and governed by the provisions herein applicable to, a Shelf Registration Statement.

(ii) The Issuers and the Guarantors shall use their reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by Holders for a period from the date the Shelf Registration Statement is declared effective by the Commission until the earliest of: (A) the second anniversary of the Closing Date, (B) the date upon which all the Securities or New Securities, as applicable, covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or (C) the date upon which the Securities or New Securities, as applicable, covered by the Shelf Registration Statement become eligible for resale, without regard to volume, manner of sale or other restrictions contained in Rule 144 under the Act pursuant to paragraph (k) thereof (in any such case, the “Shelf Registration Period”). The Issuers and the Guarantors shall be deemed not to have used their reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period if they voluntarily take any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities at any time during the Shelf Registration Period, unless such action is (x) required by applicable law or otherwise taken by the Issuers and the Guarantors in good faith and for valid business reasons (not including avoidance of the Issuers’ and the Guarantors’ obligations hereunder), including the acquisition or divestiture of assets and (y) permitted pursuant to Section 4(k)(ii) hereof.

(iii) The Issuers and the Guarantors shall cause the Shelf Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (A) to comply in all material respects with the applicable requirements of the Act and (B) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading.

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4. Additional Registration Procedures. In connection with any Shelf Registration Statement and, to the extent applicable, any Exchange Offer Registration Statement, the following provisions shall apply.

(a) The Issuers and the Guarantors shall:

(i) furnish to counsel for the Initial Purchasers and to counsel for the Holders, not less than two (2) Business Days prior to the filing thereof with the Commission, a copy of any Exchange Offer Registration Statement and any Shelf Registration Statement, and each amendment thereof and each amendment or supplement, if any, to the Prospectus included therein (including all documents incorporated by reference therein after the initial filing) and shall use their commercially reasonable efforts to reflect in each such document, when so filed with the Commission, such comments as counsel to the Holders or counsel for the Initial Purchasers reasonably propose;

(ii) include the information set forth in Annex A hereto on the facing page of the Exchange Offer Registration Statement, in Annex B hereto in the forepart of the Exchange Offer Registration Statement in a section setting forth details of the Exchange Offer, in Annex C hereto in the underwriting or plan of distribution section of the Prospectus contained in the Exchange Offer Registration Statement and in Annex D hereto in the letter of transmittal delivered pursuant to the Registered Exchange Offer;

(iii) if requested by an Initial Purchaser, include the information required by Item 507 or 508, as applicable, of Regulation S-K in the Prospectus contained in the Exchange Offer Registration Statement or Shelf Registration Statement; and

(iv) in the case of a Shelf Registration Statement, include the names of the Holders that propose to sell Securities pursuant to the Shelf Registration Statement as selling security holders.

(b) The Issuers and the Guarantors shall use their commercially reasonable efforts to ensure that:

(i) any Registration Statement and any amendment thereto and any Prospectus forming part thereof and any amendment or supplement thereto complies in all material respects with the Act; and

(ii) any Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

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(c) The Issuers and the Guarantors shall advise counsel for the Initial Purchasers, the Holders of Securities covered by any Shelf Registration Statement and any Exchanging Dealer under any Exchange Offer Registration Statement that has provided in writing to the Issuers or the Guarantors a telephone or facsimile number and address for notices, and, if requested by any Initial Purchaser or any such Holder or Exchanging Dealer, shall confirm such advice in writing (which notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an instruction to suspend the use of the Prospectus until the Issuers and the Guarantors shall have remedied the basis for such suspension):

(i) when a Registration Statement and any amendment thereto has been filed with the Commission and when the Registration Statement or any post-effective amendment thereto has become effective;

(ii) of any request by the Commission after the effective date for any amendment or supplement to the Registration Statement or the Prospectus or for additional information;

(iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution of any proceeding for that purpose;

(iv) of the receipt by any Issuer or any Guarantor of any notification with respect to the suspension of the qualification of the securities included therein for sale in any jurisdiction or the institution of any proceeding for such purpose; and

(v) of the happening of any event that requires any change in the Registration Statement or the Prospectus so that, as of such date, they (A) do not contain any untrue statement of a material fact and (B) do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading.

(d) The Issuers and the Guarantors shall use their commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement or the qualification of the securities therein for sale in any jurisdiction.

(e) The Issuers and the Guarantors shall furnish to each Holder of Securities covered by any Shelf Registration Statement, without charge, at least one (1) copy of such Shelf Registration Statement and any post-effective amendment thereto, including all material incorporated therein by reference, and, if the Holder so requests in writing, all exhibits thereto (including exhibits incorporated by reference therein).

(f) The Issuers and the Guarantors shall, during the Shelf Registration Period, deliver to each Holder of Securities covered by any Shelf Registration Statement, without charge, as many copies of the Prospectus (including the Preliminary Prospectus) included in such Shelf Registration Statement and any amendment or supplement thereto as such

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Holder may reasonably request. The Issuers and the Guarantors consent to the use of the Prospectus or any amendment or supplement thereto by each of the selling Holders of Securities in connection with the offering and sale of the Securities covered by the Prospectus, or any amendment or supplement thereto, included in the Shelf Registration Statement.

(g) The Issuers and the Guarantors shall furnish to each Exchanging Dealer which so requests, without charge, at least one (1) conformed copy of the Exchange Offer Registration Statement and any post-effective amendments thereto, including all material incorporated by reference therein, and, if the Exchanging Dealer so requests in writing, all exhibits thereto (including exhibits incorporated by reference therein).

(h) The Issuers and the Guarantors shall promptly deliver to each Initial Purchaser, each Exchanging Dealer and each other person required to deliver a Prospectus during the Exchange Offer Registration Period, without charge, as many copies of the Prospectus included in such Exchange Offer Registration Statement and any amendments or supplements thereto as any such person may reasonably request. The Issuers and the Guarantors consent to the use of the Prospectus or any amendments or supplements thereto by any Initial Purchaser, any Exchanging Dealer and any such other person that may be required to deliver a Prospectus following the Registered Exchange Offer in connection with the offering and sale of the New Securities covered by the Prospectus, or any amendment or supplement thereto, included in the Exchange Offer Registration Statement.

(i) Prior to the Registered Exchange Offer or any other offering of Securities pursuant to any Registration Statement, the Issuers and the Guarantors shall arrange, if necessary, for the registration or qualification of the Securities or the New Securities for sale under the laws of such jurisdictions as any Holder shall reasonably request and shall maintain such qualification in effect so long as required; provided that in no event shall any Issuer or any Guarantor be obligated to qualify to do business in any jurisdiction where it is not then so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the Initial Placement, the Registered Exchange Offer or any offering pursuant to a Shelf Registration Statement, in any such jurisdiction where it is not then so subject or to subject itself to taxation in excess of a nominal amount in respect of doing business in such jurisdiction.

(j) The Issuers and the Guarantors shall cooperate with the Holders of Securities to facilitate the timely preparation and delivery of certificates representing New Securities or Securities to be issued or sold pursuant to any Registration Statement free of any restrictive legends and in such denominations and registered in such names as Holders may request in writing at least three (3) Business Days prior to the closing date of any sales of New Securities.

(k) (i) Upon the occurrence of any event contemplated by subsections (c) (ii) through (v) above, the Issuers and the Guarantors shall promptly (or within the time period provided for by clause (ii) hereof, if applicable) prepare a post-effective amendment

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to the applicable Registration Statement or an amendment or supplement to the related Prospectus or file any other required document so that, as thereafter delivered to the Initial Purchasers of the Securities included therein, the Prospectus shall not include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. In such circumstances, the period of effectiveness of the Exchange Offer Registration Statement provided for in Section 2 hereof shall be extended by the number of days from and including the date of the giving of a notice of suspension pursuant to Section 4(c) hereof to and including the date when the Initial Purchasers, the Holders of the Securities and any known Exchanging Dealer shall have received such amended or supplemented Prospectus pursuant to this Section 4(k).

(ii) Upon the occurrence or existence of any pending corporate development or any other material event that, in the reasonable judgment of the Issuers and the Guarantors, makes it appropriate to suspend the availability of a Shelf Registration Statement and the related Prospectus, the Issuers and the Guarantors shall give notice (without notice of the nature or details of such events) to the Holders that the availability of the Shelf Registration is suspended and, upon actual receipt of any such notice, each Holder agrees not to sell any Registrable Securities pursuant to the Shelf Registration until such Holder’s receipt of copies of the supplemented or amended Prospectus provided for in Section 3(a)(i) hereof, or until it is advised in writing by the Issuers and the Guarantors that the Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus. The period during which the availability of the Shelf Registration and any Prospectus is suspended (the “Deferral Period”) (1) shall not exceed 60 consecutive days, (2) shall not occur more than three (3) times during any calendar year and (3) shall extend the number of days the Shelf Registration or any Prospectus is available by an amount equal to the Deferral Period. Any Registration Default Damages payable pursuant to Section 8(a)(iii) shall cease to accrue during any Deferral Period.

(l) Not later than the effective date of any Registration Statement, the Issuers and the Guarantors shall provide a CUSIP number and ISIN for the Securities or the New Securities, as the case may be, registered under such Registration Statement, and provide the Trustee with printed certificates for such Securities or New Securities, in a form eligible for deposit with The Depository Trust Company.

(m) The Issuers and the Guarantors shall comply in all material respects with all applicable rules and regulations of the Commission and shall make generally available to their security holders earnings statements satisfying the provisions of Section 11(a) of the Act as soon as practicable after the effective date of the applicable Registration Statement.

(n) The Issuers and the Guarantors shall cause the New Securities Indenture to be qualified under the Trust Indenture Act as required by applicable law in a timely manner.

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(o) The Issuers and the Guarantors may require each Holder of Securities to be sold pursuant to any Shelf Registration Statement to furnish to the Issuers and the Guarantors such information regarding the Holder and the distribution of such Securities as the Issuers and the Guarantors may from time to time reasonably require for inclusion in such Registration Statement. The Issuers and the Guarantors may exclude from such Shelf Registration Statement the Securities of any Holder that fails to furnish such information within a reasonable time after receiving such request.

(p) In the case of any Shelf Registration Statement, upon the request of the Majority Holders, the Issuers and the Guarantors shall enter into customary agreements (including, if requested, one underwriting agreement in customary form) and take all other appropriate actions, if any, as the Majority Holders shall reasonably request in order to expedite or facilitate the registration or the disposition of the Securities, and in connection therewith, if an underwriting agreement is entered into, cause the same to contain indemnification provisions and procedures no less favorable than those set forth in Section 6 hereof.

(q) In the case of any Shelf Registration Statement, the Issuers and the Guarantors shall:

(i) make reasonably available for inspection at a location where they are normally kept and during normal business hours by the Majority Holders of Securities to be registered thereunder, any underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other agent retained by such Holders or any such underwriter all relevant financial and other records and pertinent corporate documents of the Issuers, the Guarantors and their respective subsidiaries;

(ii) use their commercially reasonable efforts to cause their officers, directors, employees, accountants and auditors to supply all relevant information reasonably requested by the Holders or any such underwriter, attorney, accountant or agent (each, an “Inspector”) in connection with any such Registration Statement as is customary for similar due diligence examinations; provided, however, that such Inspector shall first agree in writing with the Issuers and the Guarantors that any information that is reasonably and in good faith designated by the Issuers and the Guarantors in writing as confidential at the time of delivery of such information shall be kept confidential by such Inspector, unless (1) disclosure of such information is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities, (2) disclosure of such information is required by law (including any disclosure requirements pursuant to federal securities laws in connection with the filing of such Registration Statement or the use of any Prospectus), (3) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard such information by such person or (4) such information becomes available to such Inspector from a source other than the Issuers or the Guarantors and such source is not known, after due inquiry, by the relevant Holder to be bound by a confidentiality agreement or is not otherwise under a duty of trust to the Issuers or the Guarantors;

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(iii) make such representations and warranties to the Holders of Securities registered thereunder and the underwriters, if any, in form, substance and scope as are customarily made by issuers to underwriters in primary underwritten offerings;

(iv) obtain opinions of counsel to the Issuers and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the Managing Underwriters, if any) addressed to each selling Holder and the underwriters, if any, covering such matters as are customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by such Holders and underwriters;

(v) obtain “comfort” letters and updates thereof from the independent certified public accountants of Holdings (and, if necessary, any other independent certified public accountants of any subsidiary of Holdings or of any business acquired by Holdings for which financial statements and financial data are, or are required to be, included in the Registration Statement), addressed to each selling Holder of Securities registered thereunder and the underwriters, if any, in customary form and covering matters of the type customarily covered in “comfort” letters in connection with primary underwritten offerings;

(vi) deliver such documents and certificates as may be reasonably requested by the Majority Holders or the Managing Underwriters, if any, including those to evidence compliance with Section 4(k) hereof and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Issuers or the Guarantors; and

(vii) cooperate with each seller of Registrable Securities covered by any Shelf Registration Statement and each underwriter, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made pursuant to the NASD Rules

(r) If a Registered Exchange Offer is to be consummated, upon delivery of the Securities by Holders to the Issuers (or to such other person as directed by the Issuers) in exchange for the New Securities, the Issuers shall mark, or caused to be marked, on the Securities so exchanged that such Securities are being cancelled in exchange for the New Securities. In no event shall the Securities be marked as paid or otherwise satisfied.

(s) The Issuers and the Guarantors shall use their commercially reasonable efforts to take all other steps necessary to effect the registration of the Securities or the New Securities, as the case may be, covered by a Registration Statement.

If any such Registration Statement refers to any Holder by name or otherwise as the holder of any securities of the Issuers, then such Holder shall have the right to require (i) the

15

insertion therein of language, in form and substance reasonably satisfactory to such Holder, to the effect that the holding by such Holder of such securities is not to be construed as a recommendation by such Holder of the investment quality of the securities covered thereby and that such holding does not imply that such Holder will assist in meeting any future financial requirements of the Issuers, or (ii) in the event that such reference to such Holder by name or otherwise is not required by the Securities Act or any similar federal statute then in force, the deletion of the reference to such Holder in any amendment or supplement to the Registration Statement filed or prepared subsequent to the time that such reference ceases to be required.

5. Registration Expenses. The Issuers and the Guarantors shall bear all expenses incurred in connection with the performance of their obligations under Sections 2, 3 and 4 hereof and, in the event of any Shelf Registration Statement, shall reimburse the Holders for the reasonable fees and disbursements of one firm or counsel (which shall initially be Cahill Gordon & Reindel llp, but which may be another nationally recognized law firm experienced in securities matters designated by the Majority Holders) to act as counsel for the Holders in connection therewith, and, in the case of any Exchange Offer Registration Statement, shall reimburse the Initial Purchasers for the reasonable fees and disbursements of counsel acting in connection therewith, in each case which counsel shall be approved by the Issuers (such approval not to be unreasonably withheld). Each Holder shall pay all expenses of its counsel other than as set forth in the preceding sentence, underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Securities or New Securities.

6. Indemnification and Contribution. (a) The Issuers and the Guarantors, jointly and severally, agree to indemnify and hold harmless each Holder of Securities or New Securities, as the case may be, covered by any Registration Statement, each Initial Purchaser and each Affiliate thereof and, with respect to any Prospectus delivery as contemplated in Section 4(h) hereof, each Exchanging Dealer, the directors, officers and Affiliates of each such Holder, Initial Purchaser or Exchanging Dealer and each person who controls any such Holder, Initial Purchaser or Exchanging Dealer within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement as originally filed or in any amendment thereof, or in any preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any preliminary Prospectus or the Prospectus, in the light of the circumstances under which they were made) not misleading, and agree (subject to the limitations set forth in the proviso to this sentence) to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Issuers shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Issuers by or on behalf of the party claiming indemnification specifically for inclusion

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therein. This indemnity agreement shall be in addition to any liability that the Issuers and the Guarantors may otherwise have. The Issuers and the Guarantors shall not be liable under this Section 6 to any indemnified party regarding any settlement or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent is consented to by the Issuers or the Guarantors, as applicable, which consent shall not be unreasonably withheld.

(b) Each Holder of securities covered by a Registration Statement (including each Initial Purchaser that is a Holder, in such capacity) severally and not jointly agrees to indemnify and hold harmless the Issuers and the Guarantors and each of their respective directors, each of their respective officers who signs such Registration Statement and each person who controls any Issuer or any Guarantor within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Issuers and the Guarantors to each such Holder, but only with reference to written information relating to such Holder furnished to the Issuers and the Guarantors by or on behalf of such Holder specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement shall be in addition to any liability that any such Holder may otherwise have.

(c) Promptly after receipt by an indemnified party under this Section 6 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 6, notify the indemnifying party in writing of the commencement thereof; but the failure to so notify the indemnifying party (i) shall not relieve it from liability under paragraph (a) or (b) of this Section 6 unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) of this Section 6, except as provided in paragraph (d) below. The indemnifying party shall be entitled to appoint counsel (including local counsel) of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel, other than local counsel if not appointed by the indemnifying party, retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel (including local counsel) to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest (based on the advice of counsel to the indemnified person), (ii) such action includes both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded (based on the advice of counsel to the indemnified person) that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to

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represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. It is understood and agreed that the indemnifying person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all indemnified persons. Any such separate firm for any Initial Purchaser, its affiliates, directors and officers and any control persons of such Initial Purchaser shall be designated in writing by Deutsche Bank Securities Inc. (“DBSI”), and any such separate firm for the Issuers or any of the Guarantors, and any control persons of the Issuers or any of the Guarantors shall be designated in writing by such Issuers or such Guarantor, as the case may be. In the event that any Initial Purchaser, its affiliates, directors and officers or any control persons of such Initial Purchaser are Indemnified Persons collectively entitled, in connection with a proceeding in a single jurisdiction, to the payment of fees and expenses of a single separate firm under this Section 6(c), and any such Initial Purchaser, its affiliates, directors and officers or any control persons of such Initial Purchaser cannot agree to a mutually acceptable separate firm to act as counsel thereto, then such separate firm for all such Indemnified Persons shall be designated in writing by DBSI. An indemnifying party shall not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and does not include any statement as to, or any concession of, fault, culpability or failure to act by or on behalf of any indemnified party.

(d) In the event that the indemnity provided in paragraph (a) or (b) of this Section 6 is unavailable to or insufficient to hold harmless an indemnified party in the respect of any aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending any loss, claim, liability, damage or action) (collectively “Losses”) (other than by virtue of the failure of an indemnified party to notify the indemnifying party of its right to indemnification pursuant to paragraph (a) or (b) of this Section 8, where such failure materially prejudices the indemnifying party (through the forfeiture of substantial rights or defenses)), each indemnifying party, in order to provide for just and equitable contribution, shall contribute to the amount paid or payable by such indemnified party as a result of such Losses, in such proportion as is appropriate to reflect the relative benefits received by such indemnifying party, on the one hand, and such indemnified party, on the other hand, from the Initial Placement and the Registration Statement which resulted in such Losses; provided, however, that in no case shall any Initial Purchaser be responsible, in the aggregate, for any amount in excess of the purchase discount or commission applicable to such Security, or in the case of a New Security, applicable to the Security that was exchangeable into such New Security, as set forth in the Purchase Agreement, nor shall any underwriter be responsible for any amount in excess of the underwriting discount or commission applicable to the securities purchased by such underwriter under the Registration Statement which resulted in such Losses. If the allocation provided by the immediately preceding sentence is unavailable for any reason or not permitted by applicable law, the indemnifying party and the indemnified party shall contribute

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in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of such indemnifying party, on the one hand, and such indemnified party, on the other hand, in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations. Benefits received by the Issuers and the Guarantors shall be deemed to be equal to the total net proceeds from the Initial Placement (before deducting expenses) as set forth in the Final Memorandum. Benefits received by the Initial Purchasers shall be deemed to be equal to the total purchase discounts and commissions as set forth in the Purchase Agreement, and benefits received by any other Holders shall be deemed to be equal to the value of receiving Securities or New Securities, as applicable, registered under the Act. Benefits received by any underwriter shall be deemed to be equal to the total underwriting discounts and commissions, as set forth on the cover page of the Prospectus forming a part of the Registration Statement which resulted in such Losses. Relative fault shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information provided by the indemnifying party, on the one hand, or by the indemnified party, on the other hand, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission and any other equitable considerations appropriate in the circumstances. The parties agree that it would not be just and equitable if the amount of such contribution were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph 6(d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 6(d), each person, if any, who controls a Holder within the meaning of either the Act or the Exchange Act and each director and officer of such Holder shall have the same rights to contribution as such Holder, and each person who controls any Issuer within the meaning of either the Act or the Exchange Act, each officer of any Issuer who shall have signed the Registration Statement and each director of any Issuer shall have the same rights to contribution as the Issuers, subject in each case to the applicable terms and conditions of this paragraph 6(d).

(e) The provisions of this Section 6 shall remain in full force and effect, regardless of any investigation made by or on behalf of any Holder or the Issuers or any of the indemnified persons referred to in this Section 6, and shall survive the sale by a Holder of securities covered by a Registration Statement.

7. Underwritten Registrations. (a) If any of the Securities or New Securities, as the case may be, covered by any Shelf Registration Statement are to be sold in an underwritten offering, the Managing Underwriters, if any, shall be selected by the Majority Holders, subject to the consent of the Issuers (which shall not be unreasonably withheld), and the Holders of Securities or New Securities covered by such Shelf Registration Statement shall be responsible for all underwriting commissions and discounts.

(b) No person may participate in any underwritten offering pursuant to any Shelf Registration Statement, unless such person (i) agrees to sell such person’s Securities or New Securities, as the case may be, on the basis reasonably provided in any underwriting arrangements

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approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

8. Registration Defaults. (a) If any of the following events shall occur, then the Issuers and the Guarantors shall pay liquidated damages (the “Registration Default Damages”) to the Holders of Securities in respect of the Securities as follows:

(i) if (a) neither (x) the Registered Exchange Offer is completed, nor (y) if required, the Shelf Registration Statement is declared effective, within, in each case, 375 days of the Closing Date, then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum on the Accreted Value of such Registrable Securities for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the Accreted Value of such Registrable Securities; or

(ii) notwithstanding that the Issuers and the Guarantors have consummated or will consummate a Registered Exchange Offer, if the Issuers and the Guarantors are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to the 375th day following the date the filing of such Shelf Registration Statement is required or requested pursuant to Section 3(a), then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum on the Accreted Value of such Registrable Securities for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum on the Accreted Value of such Registrable Securities; or

(iii) subject to the last sentence of Section 4(k)(ii) above, if the Shelf Registration Statement required by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be effective at any time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than 30 consecutive days or more than 60 days (whether or not consecutive) during the period for which the Shelf Registration Statement is required, then commencing on the 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective, Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum on the Accreted Value of such Registrable Securities for the first 90 days from and including such 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum on the Accreted Value of such Registrable Securities;

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provided, however, that upon (1) the completion of the Exchange Offer (in the case of paragraph (i) above), (2) the effectiveness of the Shelf Registration Statement (in the case of paragraph (ii) above) and (3) the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above), Registration Default Damages shall cease to accrue. For purposes of this Section 8, the term “Registrable Securities” shall mean the average Accreted Value of the Registrable Securities. Any Registration Default Damages accrued on Registrable Securities pursuant to this Section 8 shall be, (i) if such Registration Default Damages accrue on or prior to August 1, 2011, added to the Accreted Value of each such Registrable Security, and (ii) if such Registration Default Damages accrue after August 1, 2011, payable in cash, in each case, semiannually on each February 1 and August 1 (to the Holders of record on the January 15 and July 15 immediately preceding such dates), commencing with the first such date occurring after such Registration Default Damages commences to accrue.

(b) The Issuers and the Guarantors shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Registration Default Damages are required to be paid and within one Business Day after such Registration Default Damages cease to accrue. Any amounts of Registration Default Damages due pursuant to Section 8(a) will be payable in cash on each interest payment date specified by the Indenture to the record holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Registration Default Damages commences to accrue.

(c) The parties hereto agree that the liquidated damages in the form of Registration Default Damages provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; or (ii) the Shelf Registration Statement, if required hereby, to be declared effective, in each case to the extent required by this Agreement.

9. No Inconsistent Agreements. No Issuer or Guarantor has entered into, and each Issuer and the Guarantors agrees not to enter into, any agreement with respect to its securities that is inconsistent with the rights granted to the Holders herein or that otherwise conflicts with the provisions hereof.

10. Amendments and Waivers. The provisions of this Agreement may not be amended, qualified, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the Issuers have obtained the written consent of the Holders of a majority of the aggregate principal amount at maturity of the Registrable Securities outstanding; provided that, with respect to any matter that directly or indirectly affects the rights and obligations of any Initial Purchaser hereunder, the Issuers and the Guarantors shall obtain the written consent of each such Initial Purchaser against which such amendment, qualification, supplement, waiver or consent is to be effective; provided, further, that no amendment, qualification, supplement, waiver or consent with respect to Section 8 hereof shall be effective as against any Holder of Registered Securities unless consented to in writing by such Holder; and provided, further, that the provisions of this Article 10 may not be amended, qualified, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given,

21

unless the Issuers and the Guarantors have obtained the written consent of the Initial Purchasers and each Holder.Notwithstanding the foregoing (except the foregoing provisos), a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders whose Securities or New Securities, as the case may be, are being sold pursuant to a Registration Statement and that does not directly or indirectly affect the rights of other Holders may be given by the Majority Holders, determined on the basis of Securities or New Securities, as the case may be, being sold rather than registered under such Registration Statement.

11. Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail, telex, telecopier or air courier guaranteeing overnight delivery:

(a) if to a Holder, at the most current address given by such Holder to the Issuers in accordance with the provisions of this Section 11, which address initially is, with respect to each Holder, the address of such Holder maintained by the Registrar (as such term is defined in the Indenture) under the Indenture;

(b) if to the Initial Purchasers, initially at the address or addresses set forth in the Purchase Agreement; and

(c) if to any Issuer or Guarantor, initially at its address set forth in the Purchase Agreement.

All such notices and communications shall be deemed to have been duly given when received.

The Initial Purchasers or the Issuers by notice to the other parties may designate additional or different addresses for subsequent notices or communications.

12. Remedies. Each Holder, in addition to being entitled to exercise all rights provided to it herein, in the Indenture or in the Purchase Agreement or granted by law, including recovery of liquidated or other damages, will be entitled to specific performance of its rights under this Agreement. The Issuers and the Guarantors agree that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by them of the provisions of this Agreement and hereby agree to waive in any action for specific performance the defense that a remedy at law would be adequate.

13. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the parties hereto, their respective successors and assigns, including, without the need for an express assignment or any consent by the Issuers thereto, subsequent Holders of Securities and the New Securities, and the indemnified persons referred to in Section 6 hereof. The Issuers and the Guarantors hereby agree to extend the benefits of this Agreement to any Holder of Securities and the New Securities, and any such Holder may specifically enforce the provisions of this Agreement as if an original party hereto.

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14. Counterparts. This Agreement may be signed in one or more counterparts which may be delivered in original form or by telecopier, each of which when so executed shall constitute an original and all of which together shall constitute one and the same agreement.

15. Headings. The section headings used herein are for convenience only and shall not affect the construction hereof.

16. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed in the State of New York. The parties hereto each hereby waive any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement.

17. Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired or affected thereby, it being intended that all of the rights and privileges of the parties shall be enforceable to the fullest extent permitted by law.

18. Securities Held by any Issuer, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount at maturity of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by any Issuer or their Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

[Signature pages follow.]

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If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement by and among the Issuers and the Guarantors and the several Initial Purchasers.

Very truly yours,
NIELSEN FINANCE LLC
By:	/s/ Peter K. Gersky
Name:	Peter K. Gersky
Title:	Assistant Treasurer
NIELSEN FINANCE CO.
By:	/s/ Peter K. Gersky
Name:	Peter K. Gersky
Title:	Assistant Treasurer

Signature Page to Senior Subordinated Registration Rights Agreement

A. C. NIELSEN (ARGENTINA) S.A. A. C. NIELSEN COMPANY AC NIELSEN (US), INC. AC NIELSEN HCI, LLC ACN HOLDINGS INC. ACNIELSEN CORPORATION ACNIELSEN EDI II, INC. ACNIELSEN INTERNATIONAL RESEARCH (UNITED STATES) LIMITED BBI MARKETING SERVICES, INC. BDS (CANADA), LLC BILLBOARD CAFES, INC. BROADCAST DATA SYSTEMS, LLC CLARITAS INC. CONSUMER RESEARCH SERVICES, INC. DECISIONS MADE EASY, INC. EMIS (CANADA), LLC FOREMOST EXHIBITS, INC. H R INDUSTRIES, INC. MFI HOLDINGS, INC. NIELSEN EDI, INC. NIELSEN ENTERTAINMENT, LLC NIELSEN HOLDINGS, INC. NIELSEN LEASING CORPORATION NIELSEN MEDIA RESEARCH, INC. NIELSEN NATIONAL RESEARCH GROUP, INC. PANEL INTERNATIONAL S.A. PERQ/HCI, LLC SPECTRA MARKETING SYSTEMS, INC. SRDS, INC. TRADE DIMENSIONS INTERNATIONAL, INC. VNU BUSINESS MEDIA, INC. VNU EMEDIA, INC. VNU EXPOSITIONS, INC. VNU MARKETING INFORMATION, INC. VNU MEDIA MEASUREMENT & INFORMATION, INC. VNU USA PROPERTY MANAGEMENT, INC. VNU, INC. VNU/SRDS MANAGEMENT CO., INC.
By:	/s/ Peter K. Gersky
Name:	Peter K. Gersky
Title:	Treasurer

Signature Page to Senior Subordinated Registration Rights Agreement

ATHENIAN LEASING CORPORATION
NMR INVESTING I, INC.
By:	/s/ Peter K. Gersky
Name:	Peter K. Gersky
Title:	Executive Vice President

Signature Page to Senior Subordinated Registration Rights Agreement

NMR LICENSING ASSOCIATES, L.P.
a limited partnership
By:	NMR Investing I, Inc.,
	its general partner
By:	/s/ Peter K. Gersky
Name:	Peter K. Gersky
Title:	Executive Vice President

Signature Page to Senior Subordinated Registration Rights Agreement

27

NIELSEN HOLDINGS, L.L.C.
A LIMITED LIABILITY COMPANY
By:	ACNielsen corporation,
	its sole member
By:	/s/ Peter K. Gersky
Name:	Peter K. Gersky
Title:	Treasurer

Signature Page to Senior Subordinated Registration Rights Agreement

Global Media USA, LLC
Interactive Market Systems, Inc.
By:	/s/ Matthew O’Laughlin
Name:	Matthew O’Laughlin
Title:	Vice President

Signature Page to Senior Subordinated Registration Rights Agreement

29

ART HOLDING, L.L.C.
CZT/ACN TRADEMARKS, L.L.C.
By:	/s/ Michael E. Elias
Name:	Michael E. Elias
Title:	President

Signature Page to Senior Subordinated Registration Rights Agreement

VNU GROUP B.V.
VNU HOLDING AND FINANCE B.V.
VNU INTERMEDIATE HOLDING B.V.
VNU HOLDINGS B.V.
VNU INTERNATIONAL B.V.
VNU SERVICES B.V.
By:	/s/ Authorized Signatory
Name:
Title:
By:	/s/ Authorized Signatory
Name:
Title:

Signature Page to Senior Subordinated Registration Rights Agreement

The foregoing Agreement is hereby confirmed and accepted as of the date first above written:
DEUTSCHE BANK SECURITIES INC. CITIGROUP GLOBAL MARKETS INC. J.P. MORGAN SECURITIES INC. ABN AMRO INCORPORATED ING BANK N.V.
By:	Deutsche Bank Securities Inc. For itself, and the other several Initial Purchasers named in Schedule I to the Purchase Agreement
By:	/s/ Authorized Signatory
Name:
Title:
By:	/s/ Authorized Signatory
Name:
Title:

Signature Page to Senior Subordinated Registration Rights Agreement

ANNEX A

Each broker-dealer that receives New Securities for its own account pursuant to the Exchange Offer must acknowledge that it shall deliver a prospectus in connection with any resale of such New Securities. The Letter of Transmittal states that by so acknowledging and by delivering a Prospectus, a broker-dealer shall not be deemed to admit that it is an “underwriter” within the meaning of the Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period of 180 days after consummation of the Registered Exchange Offer, they shall make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

A-1

ANNEX B

Each broker-dealer that receives New Securities for its own account in exchange for Securities, where such Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it shall deliver a Prospectus in connection with any resale of such New Securities. See “Plan of Distribution.”

B-1

ANNEX C

PLAN OF DISTRIBUTION

Each broker-dealer that receives New Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such New Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Issuers and the Guarantors have agreed that, for a period of 180 days after the consummation of the Registered Exchange Offer, they will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until                     , 20    , all dealers effecting transactions in the New Securities may be required to deliver a Prospectus.

The Issuers and the Guarantors will not receive any proceeds from any sale of New Securities by brokers-dealers. New Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Securities. Any broker-dealer that resells New Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver and by delivering a Prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act.

For a period of 180 days after the consummation of the Registered Exchange Offer, the Issuers will promptly send additional copies of this Prospectus and any amendments or supplements to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Issuers and the Guarantors have agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the holder of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Act.

[If applicable, add information required by Regulation S-K Items 507 and/or 508.]

C-1

ANNEX D

LANGUAGE TO BE INCLUDED IN LETTER OF TRANSMITTAL

1. PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

                Name:

                Address:

2. If the undersigned is not a Broker-Dealer, the undersigned represents that it acquired the New Securities in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of New Securities and it has no arrangements or understandings with any person to participate in a distribution of the New Securities. If the undersigned is a Broker-Dealer that will receive New Securities for its own account in exchange for Securities, it represents that the Securities to be exchanged for New Securities were acquired by it as a result of market-making activities or other trading activities and acknowledges that it shall deliver a Prospectus in connection with any resale of such New Securities; however, by so acknowledging and by delivering a Prospectus, the undersigned shall not be deemed to admit that it is an “underwriter” within the meaning of the Act.

D-1

EX-10.1

Exhibit 10.1

ALPINVEST PARTNERS

THE BLACKSTONE GROUP

THE CARLYLE GROUP

HELLMAN & FRIEDMAN

KOHLBERG KRAVIS ROBERTS & CO.

THOMAS H. LEE PARTNERS

VALCON ACQUISITION HOLDING (LUXEMBOURG) S.A.R.L.

VALCON ACQUISITION HOLDING B.V.

VALCON ACQUISITION B.V.

SHAREHOLDERS’ AGREEMENT

REGARDING

VNU GROUP B.V.

21 DECEMBER 2006

Clifford Chance LLP

Droogbak 1A

1013 GE Amsterdam

The Netherlands

CONTENTS

Clause			Page
1.	Definitions and Interpretation		2
	1.1	Definitions	2
	1.2	Interpretation	14
2.	Implementation Matters		14
	2.1	Organizational Documents	14
	2.2	Conflicts or Inconsistencies	15
	2.3	Effectuating the Intent of the Parties	15
	2.4	Applicable Law	15
3.	Luxco Board of Managers		15
	3.1	Composition of the Luxco Board	15
	3.2	Abstention on Related Party Transactions	18
	3.3	Changes in Shareholding	18
	3.4	Meetings of the Luxco Board; Observers	18
	3.5	Decisions of the Luxco Board	19
	3.6	Representation of Luxco	20
	3.7	Intermediate Holdco Boards	20
	3.8	Formalities	20
4.	VNU Supervisory Board		20
	4.1	Composition of the VNU Supervisory Board	20
	4.2	Related Party Transactions; Independent VNU Directors' Approval	23
	4.3	Changes in Shareholding	24
	4.4	Meetings of the VNU Supervisory Board; Observers	24
	4.5	Decisions of the VNU Supervisory Board	25
	4.6	Formalities	26
5.	Board Committees; Financing Committee; Management		26
	5.1	Luxco and Intermediate Holdco Committees	26
	5.2	VNU Board Committees; Finance Committee	26
	5.3	VNU Management	27
6.	Investors' Committee		27
	6.1	Purpose of the Investors' Committee; Effectuating Intent	27
	6.2	Composition of Investors' Committee	28
	6.3	Abstention on Related Party Transactions	29
	6.4	Changes in Shareholding	30
	6.5	Meetings of the Investors' Committee	30
	6.6	Decisions of the Investors' Committee	31
	6.7	Approvals in this Agreement	32
7.	Indemnification		32
	7.1	Indemnification	32
	7.2	Insurance by VNU	33
8.	Issues of Securities		33
	8.1	Equal Treatment of Investors	33
9.	Transfers		34
	9.1	Limitations on Transfer	34
	9.2	Permitted Transfers	35
	9.3	Drag-Along	36

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	9.4	Tag-Along	38
10.	IPO and Public Offering Rights		41
	10.1	Structural Considerations	41
	10.2	Piggyback Offerings	43
	10.3	Requested Offerings	45
	10.4	Obligations of Issuer in Connection with Public Offerings	48
	10.5	Holdback	50
	10.6	Post-IPO Sales	51
	10.7	Sales in a Tender Offer	51
	10.8	Acknowledgment by Subsidiaries	52
11.	Subsequent share acquisitions; additional equity funding		52
	11.1	Acquisition of 100% of the Shares in VNU	52
	11.2	Additional Equity Funding	52
	11.3	Equity Syndication and Certain Reallocations Among Investors	52
12.	Representations and Warranties		55
	12.1	Representations and Warranties of the Investors	55
13.	Additional Covenants and Agreements		56
	13.1	Advisory Services Agreement	56
	13.2	Directors' Fees and Expenses	56
	13.3	Certain Tax Matters	56
	13.4	Corporate Opportunities	57
	13.5	Non-Competition	58
	13.6	Non-Solicitation	59
	13.7	Access to Information, Financial Statements, Confidentiality and Public Announcements	59
	13.8	Standstill	61
14.	Miscellaneous		61
	14.1	Waiver; Amendment	61
	14.2	Effectiveness; Termination	62
	14.3	Notices	62
	14.4	Applicable Law	62
	14.5	Disputes	63
	14.6	Assignment	63
	14.7	Specific Performance	63
	14.8	Fiduciary Duties; Exculpation Clause	63
	14.9	No Recourse	64
	14.10	Further Assurances	64
	14.11	Several Obligations	64
	14.12	Third Parties	64
	14.13	Entire Agreement	64
	14.14	Titles and Headings	64
	14.15	No Other Agreements	65
	14.16	Binding Effect	65
	14.17	Severability	65
	14.18	Counterparts	65
SCHEDULE 1		Investors	67
SCHEDULE 2		Initial Investments and Remaining Equity Commitments	68
SCHEDULE 3		Simplified Acquisition Structure chart	69
SCHEDULE 4		Form of Accession Agreement	70

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SCHEDULE 5		Initial Members of Boards and Committees	74
	Part A Luxco Managers		74
	Part B VNU Directors		74
	Part C Executive Committee		75
	Part D Audit Committee		75
	Part E Compensation Committee		75
	Part F Finance Committee		75
	Part G Investors' Committee		76
	Part H Observers to Luxco Board and VNU Supervisory Board		76
SCHEDULE 6		Actions Requiring Approval	77
	Part A Actions Requiring Unanimous Approval		77
	Part B Actions Requiring Requisite Majority Approval		78
	Part C Actions Requiring Simple Majority Approval		81
SCHEDULE 7		Forms of Advisory Services Agreements	83
	Part A Form of Valcon Advisory Services Agreement		83
	Part B Form of Bidco Advisory Services Agreement		86
SCHEDULE 8		Addresses and Fax Numbers for Notices	95
SCHEDULE 9		Named Competitors	98
SCHEDULE 10		Equity Syndication	99

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SHAREHOLDERS AGREEMENT

This Shareholders Agreement (this “Agreement”), is made as of 21 December 2006 among:

(1) Each of the AlpInvest Funds (as listed in Schedule 1, together “AlpInvest”);

(2) Each of the Blackstone Funds (as listed in Schedule 1, together “Blackstone”);

(3) Each of the Carlyle Funds (as listed in Schedule 1, together “Carlyle”);

(4) Each of the Hellman & Friedman Funds (as listed in Schedule 1, together “Hellman & Friedman”);

(5) Each of the KKR Funds (as listed in Schedule 1, together “KKR”);

(6) Each of the Thomas H. Lee Partners Funds (as listed in Schedule 1, together “Thomas H. Lee Partners”);

(7) VALCON ACQUISITION HOLDING (LUXEMBOURG) S.A.R.L., a private limited company (société à responsabilité limitée) incorporated under the laws of Luxembourg, having its registered office at 59, rue de Rollingergrund, L-2440 Luxembourg, Luxembourg (“Luxco”);

(8) VALCON ACQUISITION HOLDING B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), incorporated under the laws of The Netherlands, having its registered office at Jachthavenweg 118, 1081 KJ Amsterdam, The Netherlands and registered with the Chamber of Commerce for Amsterdam under file number 3424 8449 (“Dutch Holdco”); and

(9) VALCON ACQUISITION B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands, having its registered office at Jachthavenweg 118, 1081 KJ Amsterdam, The Netherlands and registered with the Chamber of Commerce for Amsterdam under file number 3424 1179 (the “Bidco”),

Each of the AlpInvest Funds, the Blackstone Funds, the Carlyle Funds, the Hellman & Friedman Funds, the KKR Funds and the Thomas H. Lee Partners Funds, and their respective permitted successors and assigns, are collectively referred to herein as the “Investors” and each of them is referred to as an “Investor”. The Investors, Luxco, Dutch Holdco and Bidco, together with any person in the future acceding to this Agreement as envisaged below, are collectively referred to herein as the “Parties”.

WHEREAS:

(A) Luxco has been formed for the purposes of the acquisition of VNU N.V., a public company with limited liability organized under the laws of the Netherlands, and subsequently converted into VNU Group B.V., a private company with limited liability organized under the laws of the Netherlands (“VNU”), by way of an all-cash public tender offer for any and all of the outstanding ordinary shares and listed 7% preference shares of VNU (the “Offer”), in accordance with the terms and conditions of a Merger Protocol dated 8 March 2006 and subsequently amended (the “Merger Protocol”), between VNU and Valcon Acquisition B.V., a private company with limited liability organized under the laws of the Netherlands (“Bidco”), a wholly-owned indirect subsidiary of Luxco.

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(B) The Investors and certain Affiliates of the Investors entered into an interim investors agreement dated 15 March 2006, as amended on 22 May 2006, 2 June 2006 and August 4, 2006 (the “Interim Investors Agreement”), providing for certain matters relating to the conduct of the Offer, together with a term sheet describing the principal terms of an agreement to be entered into at or after the first settlement date of the Offer, that would provide for certain matters relating to the Investors’ direct and indirect ownership of interests in Luxco and its direct and indirect subsidiaries including VNU and its direct and indirect subsidiaries (collectively, the “Group”) and the governance of the Group on and after the Last Settlement Date.

(C) The acceptance period with respect to the Offer ended on May 19, 2006 and the post-acceptance period with respect to the Offer ended on June 9, 2006; settlement with respect to the last VNU shares tendered into the Offer took place on June 14, 2006 (the “Last Settlement Date,” provided that, after the “squeeze-out” as contemplated by Article 11.1, the “Last Settlement Date” shall be the day that the “squeeze-out” is consummated and Bidco owns all of the shares in VNU).

(D) Pursuant to the terms of the Interim Investors Agreement, the Investors have provided initial equity funding to Luxco by subscribing for the numbers of yield free convertible preferred equity certificates, convertible preferred equity certificates and ordinary shares set forth behind their respective names in the second, fifth and seventh columns of Schedule 2 and paying up the respective amounts on those securities set forth behind their respective names in the third, sixth and eighth columns of Schedule 2.

(E) A diagram of the simplified acquisition structure as of the date hereof is attached as Schedule 3.

NOW, THEREFORE, in consideration of the mutual agreements and covenants contained herein, the Parties agree as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

For purposes of this Agreement, the following terms shall have the following meanings:

Accession Agreement	shall mean an agreement substantially in the form of Schedule 4.
ADSs	shall mean American Depositary Shares.
Advisory Services Agreement	shall have the meaning specified in Article 13.1.
Affiliate or Affiliated Fund	shall mean (a) with respect to any Investor, any other Person Controlled directly or indirectly by such Investor, Controlling directly or indirectly such Investor or directly or indirectly under the same Control as such Investor, or, in each case, a successor entity to such Investor, provided, however, that (i) Affiliate or Affiliated Fund shall not include any portfolio companies of the relevant Investor or its Affiliates and (ii) with respect to each of the AlpInvest Funds, Affiliate or Affiliated Fund shall not include Stichting Pensioenfonds ABP, Stichting Pensioenfonds voor de Gezondheid, Geestelijke en Maatschappelijke

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	Belangen or any of their respective Affiliates; and provided further, for the avoidance of doubt, that all of the funds mentioned underneath a single heading as a group of funds in Schedule 1 shall in any event be considered Affiliates and Affiliated Funds of each other; and (b) with respect to any Person who is not an Investor, another Person Controlled directly or indirectly by such first Person, Controlling directly or indirectly such first Person or directly or indirectly under the same Control as such first Person.
Affiliated	shall have a meaning correlative to the foregoing.
AFM	shall mean the Netherlands Authority for the Financial Markets.
Agreement	shall mean this Agreement, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof.
AlpInvest and AlpInvest Funds	shall have the meaning specified in the preamble to this Agreement.
Applicable Offering Document	shall mean, in respect of a Public Offering (i) in The Netherlands, a prospectus required to be filed with the AFM under the Dutch Securities Market Supervision Act 1995 (Wet toezicht effectenverkeer 1995) as amended from time to time, (ii) in the United States, a prospectus (including a prospectus covering ADSs) required to be filed with the SEC under the Securities Act, and (iii) in any other jurisdiction, a prospectus or other document required to be filed with any Applicable Regulatory Authority and/or in a form and including substantive disclosure customary to an offering of shares to similarly situated purchasers in such jurisdiction.
Applicable Regulatory Authority	shall mean in respect of a Public Offering under (i) the Dutch Securities Market Supervision Act 1995 (Wet toezicht effectenverkeer 1995) as amended from time to time in The Netherlands, the AFM, (ii) the Securities Act in the United States, the SEC, and (iii) the applicable securities laws in any other jurisdiction, the appropriate governmental agency regulating the listing or public offering of securities, if any, in such jurisdiction.
Assumed Number	shall have the meaning specified in Article 10.1.2.
Audit Committee	shall have the meaning specified in Article 5.2.1.
Authorized Recipients	shall have the meaning specified in Article 13.7.2.
Bidco	shall have the meaning specified in the recitals to this Agreement.
Bidco Advisory Services Agreement	shall have the meaning specified in Article 13.1.

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Bidco Board	shall mean the management board of Bidco.
Blackstone and Blackstone Funds	shall have the meaning specified in the preamble to this Agreement.
Board	shall mean any of the Luxco Board, the Dutch Holdco Board, the Bidco Board and the VNU Supervisory Board.
Brokered Exchange Transaction	shall have the meaning specified in Article 10.6.
Budget	shall mean the annual budget of the Group.
Business Day	shall mean a day on which banks are open for business in Amsterdam, London, New York and Luxembourg (which, for avoidance of doubt, shall not include Saturdays, Sundays and public holidays in any of these cities).
Carlyle and Carlyle Funds	shall have the meaning specified in the preamble to this Agreement.
Change in Control	shall mean any transaction (including, without limitation, any merger, consolidation or sale of assets or equity interests) the result of which is that any Person or “group” (as defined within the meaning of Rules 13d-3 and 13d-5 under the U.S. Securities Exchange Act of 1934 as in effect on the Effective Date), other than any of the Investors or their Affiliated Funds, obtains (i) direct or indirect ownership of more than 50% of the voting rights of VNU, (ii) the right to appoint the majority of the members of the board of directors (or similar governing body) or to manage on a discretionary basis the assets of Luxco, any Intermediate Holdco or VNU, or (iii) all or substantially all of the assets of Luxco, any Intermediate Holdco or VNU.
Compensation Committee	shall have the meaning specified in Article 5.2.1.
Competing Action	shall have the meaning specified in Article 13.4.
Competing Enterprise	shall have the meaning specified in Article 13.4.
Confidential Information	shall have the meaning specified in Article 13.7.
Control	shall mean with respect to a Person (other than an individual) (i) direct or indirect ownership of more than 50% of the voting rights of such Person, or (ii) the right to appoint the majority of the members of the board of directors (or similar governing body) or to manage on a discretionary basis the assets of such Person and, for avoidance of doubt, a general partner is deemed to control a limited partnership and, solely for the purposes of this

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	Agreement, a fund advised or managed directly or indirectly by a Person shall also be deemed to be controlled by such Person (and the terms Controlling and Controlled shall have meanings correlative to the foregoing).
Corporate Director	shall have the meaning specified in Article 3.7.
Corporate Opportunity	shall have the meaning specified in Article 13.4.
CPECs	shall mean each class or series of convertible preferred equity certificates of Luxco.
DB Syndicating Investors	shall have the meaning specified in Article 11.3.2.
Drag-Along Notice	shall have the meaning specified in Article 9.3.2.
Drag-Along Purchaser	shall have the meaning specified in Article 9.3.1.
Drag-Along Sale	shall have the meaning specified in Article 9.3.1.
Drag-Along Sale Costs	shall have the meaning specified in Article 9.3.2.
Dragged Investor	shall have the meaning specified in Article 9.3.1.
Dragging Investor	shall have the meaning specified in Article 9.3.1.
Dutch Corporate Governance Code	shall mean the code of conduct designated pursuant to Section 2:391 paragraph 4 of the Dutch Civil Code, currently being the code of conduct published in the Dutch State Gazette (Staatscourant) on 27 December 2004 (issue 250, 2004).
Dutch Holdco	shall have the meaning specified in the preamble to this Agreement.
Dutch Holdco Board	shall mean the board of management of Dutch Holdco.
Exchange Act	shall mean the U.S. Securities Exchange Act of 1934, as amended, or any similar federal statute then in effect, and a reference to a particular section thereof shall be deemed to include a reference to the comparable section, if any, of any such similar federal statute.
Finance Committee	shall have the meaning specified in Article 5.2.4.
Fund Investors	shall have the meaning specified in Article 11.3.4.
Group	shall have the meaning specified in the recitals to this Agreement.
Hellman & Friedman and Hellman & Friedman Funds	shall have the meaning specified in the preamble to this Agreement.
Holders' Counsel	shall mean (i) for any Piggyback Offering, one firm of legal counsel to represent all Piggybacking Holders for

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	each Selected Offering Jurisdiction in which shares are being sold in such Piggyback Offering and, if different and to the extent necessary, one firm of legal counsel in the jurisdiction of incorporation of Issuer and (ii) for any Requested Offering, one firm of legal counsel to represent the Requesting Holders and all Participating Holders for each Selected Offering Jurisdiction in which shares are being sold in such Requested Offering and, if different and to the extent necessary, one firm of legal counsel in the jurisdiction of incorporation of Issuer.
Incur	shall mean to issue, create, assume, guarantee, incur or otherwise become liable for and the terms Incurred and Incurrence shall have meanings correlative to the foregoing.
Indemnitees	shall have the meaning specified in Article 7.1.1.
Independent VNU Directors	shall have the meaning specified in Article 4.1.1(g), subject to Article 4.1.2.
Information	shall mean the books and records of any member of the Group and information relating to such member of the Group, its properties, operations, financial condition and affairs.
Intermediate Holdcos	shall mean Dutch Holdco, Bidco and any other entity that from time to time is wholly-owned, directly or indirectly, by Luxco, or its successors, and wholly-owns, directly or indirectly, Bidco or its successors and that becomes a Party to this Agreement.
Intermediate Holdco Boards	Shall mean the boards of management (directie) of Dutch Holdco, Bidco and any other Intermediate Holdco.
Interim Investors Agreement	shall have the meaning specified in the recitals to this Agreement.
Investor	shall have the meaning specified in the preamble to this Agreement.
Investor Fund	shall mean, individually and collectively, any of the AlpInvest Funds, the Blackstone Funds, the Carlyle Funds, the Hellman & Friedman Funds, the KKR Funds and the Thomas H. Lee Partners Funds.
Investor Fund Manager	means (i) in respect of any AlpInvest Fund, AlpInvest Partners 2006 B.V. or AlpInvest Partners Later Stage Co-Investments Custodian IIA B.V., in its capacity of custodian of AlpInvest Partners Later Stage Co-Investments IIA C.V. (ii) in respect of any Blackstone Fund, Blackstone Management Partners V L.L.C., (iii) in respect of any Carlyle Fund, TC Group, L.L.C., (iv) in respect of any Hellman & Friedman Fund, Hellman & Friedman LLC, (v) in respect of any KKR Fund, Kohlberg

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	Kravis Roberts & Co. L.P. or Kohlberg Kravis Roberts & Co. Ltd., and (vi) in respect of any Thomas H. Lee Partners Fund, THL Managers V, LLC or THL Managers VI, LLC.
Investor Representative	shall have the meaning specified in Article 6.2.1
Investors' Committee	shall have the meaning specified in Article 6.1.
Investors' Committee Chairman	shall have the meaning specified in Article 6.2.2.
Investors' IPO Number	shall have the meaning specified in Article 10.2.1
IPO	shall mean an initial Public Offering of a class of shares of Luxco, any Intermediate Holdco or VNU, as determined by the Investors' Committee.
IRC	shall have the meaning specified in Article 10.1.21.
Issuer	shall have the meaning specified in Article 10.1.1.
KKR and KKR Funds	shall have the meaning specified in the preamble to this Agreement.
KKR Allocated Portion	shall have the meaning specified in Article 10.1.2.
KKR Syndicated Portion	shall have the meaning specified in Article 11.3.1.
Last Settlement Date	shall have the meaning specified in the preamble to this Agreement.
Listed Shares	shall have the meaning specified in Article 10.1.2.
Losses	shall have the meaning specified in Article 7.1.1.
LP Distribution	shall have the meaning specified in Article 10.6.
Luxco	shall have the meaning specified in the preamble to this Agreement.
Luxco Board	shall mean the board of managers of Luxco.
Luxco Chairman	shall have the meaning specified in Article 3.1.1.
Luxco Manager	shall have the meaning specified in Article 3.1.1.
Luxco Manager A	shall have the meaning specified in Article 3.1.1.
Luxco Manager B	shall have the meaning specified in Article 3.1.1.
Management	shall mean such senior members of management of VNU as shall be designated by the Investors' Committee in accordance with Article 6.6.
Maximum Allocation	shall have the meaning specified in Article 9.4.2(b).

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Maximum Offering Size	shall have the meaning specified in Article 10.2.2.
Merger Protocol	shall have the meaning specified in the recitals to this Agreement.
Named Competitor	shall have the meaning specified in Article 13.5.
New Investors	shall have the meaning specified in Article 11.4.1 of this Agreement.
New KKR Investors	shall have the meaning specified in Article 11.4.1 of this Agreement.
New THL Investors	shall have the meaning specified in Article 11.4.1 of this Agreement.
New Securities	shall mean any shares or options, warrants or other securities or rights convertible or exchangeable into or exercisable for shares of Luxco or any other member of the Group (which term shall include securities deemed to be shares by the US Internal Revenue Service, such as YFCPECs and CPECs); provided, however, that New Securities shall not include: (i) securities to be issued by Issuer in connection with an IPO or any other Public Offerings; (ii) securities to be issued in connection with any pro rata stock split or stock dividend of Luxco; (iii) securities to be issued as consideration for, or in connection with, an acquisition of any business or all or substantially all of such business's assets by any member of the Group whether by merger or otherwise; (iv) securities to be issued in connection with any employee equity incentive plan or similar benefit programs or agreements approved by the Investors' Committee where the principal purpose is not to raise additional equity capital; and (v) any Replacement Securities issued pursuant to Article 10.1.1.
Offer	shall have the meaning specified in the recitals to this Agreement.
Offering Expenses	shall mean any and all expenses incident to performance of or compliance with the provisions of Article 10 or any underwriting agreement entered into in accordance therewith, including, without limitation, (i) all listing, registration, qualification and quotation fees of any Applicable Regulatory Authority or of any securities exchange or securities quotation system, (ii) all fees and expenses of complying with all applicable securities laws, (iii) all road show, printing, messenger and delivery expenses, (iv) all rating agency fees, (v) the fees and disbursements of legal counsel in each relevant jurisdiction for the (proposed) Issuer or its independent public accountants, including the expenses of any special audits and/or comfort letters required by or incident to such performance and compliance, (vi) the reasonable fees and

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	disbursements of Holders' Counsel, (vii) all fees and disbursements of underwriters customarily paid by the issuers or sellers of securities, including liability insurance if the (proposed) Issuer so desires or if the underwriters so require, and the reasonable fees and expenses of any special experts retained in connection with the requested registration, but excluding underwriting discounts and commissions and transfer taxes, if any, (viii) all fees and expenses incurred in connection with the creation of ADSs, including the reasonable fees and disbursements of the depositary for such ADSs that the (proposed) Issuer, and not the depositary, is required to pay, and (ix) other reasonable out-of-pocket expenses of Selling Holders in connection therewith.
Offering Request	shall have the meaning specified in Article 10.3.1.
Participating Holders	shall have the meaning specified in Article 10.3.1.
Participating Investors	shall have the meaning specified in Article 10.3.2
Permitted Transfer	shall have the meaning specified in Article 9.2.
Permitted Transferee	shall have the meaning specified in Article 9.2.
Person	shall mean a natural person, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture or other entity or organization.
Piggyback Offering	shall have the meaning specified in Article 10.2.1.
Piggyback Right	shall have the meaning specified in Article 10.2.1.
Piggybacking Holder	shall have the meaning specified in Article 10.2.1.
Piggybacking Investor	shall have the meaning specified in Article 10.2.1.
Post-IPO Sale	shall have the meaning specified in Article 10.6.
Pre-emptive Right.	shall have the meaning specified in Article 8.1.1
Privately Negotiated Transaction	shall have the meaning specified in Article 10.6.
Proportionate Percentage	shall have the meaning specified in Article 8.1.1.
Pro Rata Portion	shall have the meaning specified in Article 10.2.1
Public Offering	shall mean, with respect to any securities of a class that is the same as any class of Listed Shares: (i) any sale of such securities to the public in an offering under the laws, rules and regulations of any non-U.S. jurisdiction or (ii) any sale of such securities to the public in an offering pursuant to an effective registration statement under the Securities Act (other than a registration on Form S-4, F-4 or S-8, or any successor or other forms promulgated for similar purposes).

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Related Party	shall mean the parties to a Related Party Transaction.
Related Party Transaction	shall mean any transaction between, on the one hand, any members of the Group and, on the other hand, any Investor or any Affiliate of any Investor (excluding any member of the Group), provided, however, that the following will not be deemed to be Related Party Transactions: (i) the Advisory Services Agreement or the Bidco Advisory Services Agreements or any amount contemplated by or paid in accordance with any such agreement, (ii) the directors' fees and expenses contemplated by Article 13.2, (iii) any subscription of New Securities in accordance with a Pre-emptive Right, (iv) any VCOC Management Rights Agreements, and (v) the transactions contemplated by Article 10.1.
Remaining Equity Commitment	shall have the meaning specified in Article 11.2.
Remaining Shares	shall have the meaning specified in Article 10.2.2
Reorganization Transaction	shall have the meaning specified in Article 10.1.1.
Replacement Securities	shall have the meaning specified in Article 10.1.1.
Representatives	shall mean, for any Investor, the Investor Representative(s) and the Affiliates (excluding, for the avoidance of doubt, any member of the Group) of such Investor and such Investor's and each such Affiliate's respective directors, managers, officers, partners, members, principals, employees, professional advisers and agents.
Requested Offering	shall have the meaning specified in Article 10.3.1.
Requesting Holders	shall have the meaning specified in Article 10.3.1.
Requisite Majority	shall have the meaning specified in Article 6.6.4(a).
SEC	shall mean the U.S. Securities and Exchange Commission or any other federal agency at the time administering the Securities Act or the Exchange Act.
Securities Act	shall mean the U.S. Securities Act of 1933, as amended, or any similar federal statute then in effect, and a reference to a particular section thereof shall be deemed to include a reference to the comparable section, if any, of any such similar federal statute.
Selected Offering Jurisdiction	shall mean (i) for an IPO, (x) The Netherlands, the United States and/or any other jurisdiction or market where a Public Offering could reasonably be expected to optimize

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	the price and liquidity for the shares proposed to be sold; and (ii) for any Public Offering after an IPO, (x) the jurisdiction(s) in which such IPO was conducted and/or (y) any other jurisdiction or market where a Public Offering could reasonably be expected to optimize the price and liquidity for the shares proposed to be sold.
Selected Securities Exchange	shall mean (i) for a Public Offering in The Netherlands, the Euronext Amsterdam securities exchange, (ii) for a Public Offering in the United States, the New York Stock Exchange or the National Association of Securities Dealers' automated quotation system or (iii) for a Public Offering in any other jurisdiction, any regulated national securities exchange in such jurisdiction.
Selling Holders	shall mean the Piggybacking Holders (in the case of a Piggyback Offering) and the Requesting Holders and the Participating Holders (in the case of a Requested Offering).
Selling Investors	shall mean the Piggybacking Investors (in the case of a Piggyback Offering) and the Requesting Holders and the Participating Investors (in the case of a Requested Offering).
Shares	shall mean the ordinary shares, par value €25 per share, of Luxco.
shares	when used herein shall be deemed to include ordinary shares, preferred shares and any other class of equity securities, including partnership interests or equity interests in other non-corporate entities, as the context requires.
Tag-Along Beneficiary	shall have the meaning specified in Article 9.4.2.
Tag-Along Notice	shall have the meaning specified in Article 9.4.2.
Tag-Along Notice Period	shall have the meaning specified in Article 9.4.2.
Tag-Along Offer	shall have the meaning specified in Article 9.4.2.
Tag-Along Portion	shall have the meaning specified in Article 9.4.2.
Tag-Along Purchaser	shall have the meaning specified in Article 9.4.2.
Tag-Along Response Notice	shall have the meaning specified in Article 9.4.2.
Tag-Along Right	shall have the meaning specified in Article 9.4.2.
Tag-Along Sale	shall have the meaning specified in Article 9.4.2.

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Tag-Along Sale Costs	shall have the meaning specified in Article 9.4.7
Tag-Along Sale Settlement Date	shall have the meaning specified in Article 9.4.2.
Tag-Along Seller	shall have the meaning specified in Article 9.4.2.
Tagging Person	shall have the meaning specified in Article 9.4.2.
Temporary Unit Transfers	shall have the meaning specified in Article 10.7.
Tender	shall have the meaning specified in Article 10.7.
Tender Offer	shall have the meaning specified in Article 10.7.
Third Party	shall mean any Person (or group of Persons) that is not an Investor or an Affiliate of an Investor.
THL Allocated Portion	shall have the meaning specified in Article 11.4.3.
Thomas H. Lee Partners and Thomas H. Lee Partners Funds	shall have the meaning specified in the preamble to this Agreement.
Trading Date	shall have the meaning specified in Article 10.6.
Trading Volume Limitation	shall have the meaning specified in Article 10.6.
Transfer	shall mean a transfer, sale, assignment, pledge, hypothecation or other disposition by a Person of a legal or beneficial interest in another Person, whether directly or indirectly, including pursuant to the creation of a derivative security (other than phantom stock or similar incentive plans for employees), the grant of an option or other right, the imposition of a restriction on disposition or voting or by operation of law.
Transferred KKR Interests	shall have the meaning specified in Article 11.4.2.
Transferred THL Interests	shall have the meaning specified in Article 11.4.3.
Units	shall mean, individually and collectively, the Shares, the YFCPECs, the CPECs and any New Securities and, following any Reorganization Transaction pursuant to Article 10.1 as a result of which all or any portion of the Shares, the YFCPECs, or the CPECs are exchanged for or otherwise replaced by any Replacement Securities, Units shall also mean such Replacement Securities (unless the context otherwise requires).
VCOC Management Rights Agreement	shall mean those certain management rights agreements by and among Luxco, VNU and the Investors (or funds) party thereto granting such Investors (or funds) certain informational and other rights with respect to the Group.

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VNU	shall have the meaning specified in the recitals to this Agreement.
VNU Articles	Shall mean the articles of association (statuten) of VNU from time to time in effect.
VNU Board Committees	shall have the meaning specified in Article 5.2.1.
VNU Director	shall have the meaning specified in Article 4.1.1.
VNU General Meeting	shall mean the general meeting of all shareholders of VNU.
VNU Supervisory Board	shall mean the supervisory board (raad van commissarissen) of VNU.
VNU Supervisory Board Chairman	shall have the meaning specified in Article 4.1(a).
VNU Supervisory Board Rules	shall mean the supervisory board rules (commissarissen reglement) adopted by the VNU Supervisory Board in accordance with the VNU Articles form time to time.
Voting Interest	shall mean the aggregate number of votes exercisable at a general meeting of shareholders of Luxco, attached to the shares in Luxco comprised in the Units (i) held by an Investor or group of Investors at a particular time or (ii) with respect to which an Investor or group of Investors has the authority and power to vote, pursuant to a power of attorney, transfer of voting rights or otherwise, subject to Article 11.3.2.
Wholly-Owned Subsidiary	shall mean, with respect to any Person, any other Person of which 100% of its securities are owned at the time of determination, directly or indirectly, by such first Person (other than any shares required by any applicable law or regulation to be held by any other Person, such as directors' qualifying shares).

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YFCPECs shall mean each class and series of yield free convertible preferred equity certificates of Luxco.

1.2 Interpretation

(a) Whenever the words "include," "includes" or "including" are used in this Agreement they shall be deemed to be followed by the words "without limitation."

(b) The words "hereof," "herein" and "herewith" and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article, section, paragraph, exhibit and schedule references are to the articles, sections, paragraphs, exhibits and schedules of this Agreement unless otherwise specified.

(c) The meaning assigned to each term defined herein shall be equally applicable to both the singular and the plural forms of such term, and words denoting any gender shall include all genders. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning.

(d) A reference to any Party or any party to any other agreement or document shall include such Party or party's successors and permitted assigns.

(e) A reference to any legislation or to any provision of any legislation shall include any amendment to, and any modification or re-enactment thereof, any legislative provision substituted therefor and all regulations and statutory instruments issued thereunder or pursuant thereto.

2. IMPLEMENTATION MATTERS

2.1 Organizational Documents

Each Investor shall, and shall instruct its representative(s), nominee(s) or designee(s), as the case may be, on the Investors' Committee, on each Board and on any committee thereof to, take any and all action within its power to procure that the organizational documents of Luxco and each other member of the Group (including any rules, regulations or policies of any governing body thereof) shall reflect the terms of this Agreement to the extent recommended by Luxembourg, United States and/or Dutch counsel to the Group, so as to effectuate and preserve the intent of the Parties as set out herein. Without limiting the generality of the foregoing, each Investor shall take, and shall instruct its representative(s), nominee(s) or designee(s), as the case may be, on the Investors' Committee, on each Board and on any committee thereof to take, any and all action within its power to adopt any and all amendments to the VNU Articles and the VNU Supervisory Board Rules which are necessary, appropriate or desirable and which are approved in accordance with the terms of this Agreement, including the actions or matters that require the prior approval of the Investors' Committee as set forth in Article 6.6 or elsewhere in this Agreement and that have been so approved.

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2.2 Conflicts or Inconsistencies

In all events this Agreement will govern and prevail as among the Investors in the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of the organizational documents of Luxco or any other member of the Group.

2.3 Effectuating the Intent of the Parties

Each Investor shall (i) vote its Shares, grant powers of attorney, execute documents and take all other action in its power and authority as a shareholder of Luxco and (ii) cause its representative(s), nominee(s) or designee(s), as the case may be, on the Investors' Committee, on each Board and on any committee thereof to exercise their voting rights on each such body, in a manner consistent with the rights and obligations of the Parties under this Agreement so as to effectuate and preserve the intent of the Parties as set out herein, including voting in favour of and consenting to any transactions involving any member of the Group that are approved by the Investors' Committee.

2.4 Applicable Law

The Parties acknowledge that in certain instances a provision of this Agreement may not be enforceable or that its enforceability may be limited by applicable law. Nevertheless, the Parties agree that they intend to be bound by the terms of this Agreement and, if any provision is held to be unenforceable, the Parties agree to use their reasonable efforts to implement an alternative enforceable mechanism that would effect, as closely as possible, the intent of the Parties as reflected in or provided by the unenforceable provision. Moreover, each Party agrees that, if any corporate formality or other procedure is not expressly mandated by law or the provisions of this Agreement to be taken by the Parties but the enforceability of any provision of this Agreement would be enhanced if the Parties act in accordance with such corporate formality or other procedure, the Parties agree to act in accordance with such corporate formality or other procedure to the extent recommended by counsel to the Group in the relevant jurisdiction.

3. LUXCO BOARD OF MANAGERS

3.1 Composition of the Luxco Board

3.1.1 The Luxco Board shall be composed of twelve members:

(a) ten individuals shall be managers B (the "Luxco Managers B") and shall be nominated by the Investors as follows:

(i) one individual shall be nominated by AlpInvest;

(ii) two individuals shall be nominated by Blackstone (one of such individuals shall be designated by Blackstone Capital Partners (Cayman) V, L.P. until such time as Blackstone ceases to hold a Voting Interest at least equal to 50% of the Voting Interest attached to the Units it held on the Last Settlement Date and the other shall be designated by Blackstone Capital Partners (Cayman) V, L.P. until such time as Blackstone ceases to hold a Voting Interest at least equal to 25% of the Voting Interest attached to the Units it held on the Last Settlement Date);

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(iii) two individuals shall be nominated by Carlyle (one of such individuals shall be designated by CEP II Participations Sarl SICAR until such time as Carlyle ceases to hold a Voting Interest at least equal to 50% of the Voting Interest attached to the Units it held on the Last Settlement Date and the other shall be designated by Carlyle Partners IV Cayman, L.P. until such time as Carlyle ceases to hold a Voting Interest at least equal to 25% of the Voting Interest attached to the Units it held on the Last Settlement Date);

(iv) one individual shall be nominated by Hellman & Friedman Capital Partners V (Cayman), L.P.;

(v) two individuals shall be nominated by KKR (one of such individuals shall be designated by KKR Millennium Fund (Overseas), Limited Partnership until such time as KKR ceases to hold a Voting Interest at least equal to 50% of the Voting Interest attached to the Units it held on the Last Settlement Date and the other shall be designated by KKR Millennium Fund (Overseas), Limited Partnership until such time as KKR ceases to hold a Voting Interest at least equal to 25% of the Voting Interest attached to the Units it held on the Last Settlement Date);

(vi) two individuals shall be nominated by Thomas H. Lee Partners (one of such individuals shall be designated by Thomas H. Lee (Alternative) Fund V, L.P. until such time as Thomas H. Lee Partners ceases to hold a Voting Interest at least equal to 50% of the Voting Interest attached to the Units it held on the Last Settlement Date and the other shall be designated by Thomas H. Lee Partners Equity VI, L.P. until such time as Thomas H. Lee Partners ceases to hold a Voting Interest at least equal to 25% of the Voting Interest attached to the Units it held on the Last Settlement Date); and

(b) two individuals shall be managers A (the "Luxco Managers A"), shall be required to be resident in the Grand Duchy of Luxembourg, and shall be nominated by a Requisite Majority of the Investors' Committee. The Investors' Committee may also decide by a Requisite Majority to increase or decrease the number of Luxco Managers A (provided that there shall always be at least one Luxco Manager A).

The Luxco Managers A and the Luxco Managers B are together referred to as the "Luxco Managers". The initial Luxco Managers are set forth in Part A of Schedule 5 to this Agreement. The right to nominate Luxco Managers for appointment to the Luxco Board is personal to each group of Affiliated Investors (or the applicable fund of such group of Affiliated Investors) entitled to do so and may not be assigned by any such Investor (or the applicable fund of such group of Affiliated Investors) as part of a Transfer or otherwise without the consent of the Investors' Committee (except as permitted pursuant to the proviso in the last sentence of Article 14.6).

3.1.2 The Parties shall take all reasonable action necessary to procure that the Luxco Manager designated by the Investors' Committee to serve as the chairman of the Luxco Board (the "Luxco Chairman") shall be so appointed by the Luxco Board.

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3.1.3 Each group of Affiliated Investors (or the applicable fund of such group of Affiliated Investors) entitled to nominate one or more Luxco Managers for appointment shall nominate the same individual(s) for such appointment as have been appointed as its Investor Representative(s) on the Investors' Committee pursuant to Article 6.2.1, unless the Investors' Committee has approved a different appointment (such approval not to be unreasonably withheld).

3.1.4 Each group of Affiliated Investors (or the applicable fund of such group of Affiliated Investors) entitled to nominate a Luxco Manager for appointment shall also be entitled, by notice in writing to Luxco and to each other group of Affiliated Investors (or the applicable fund of such group of Affiliated Investors), at any time or from time to time to nominate for removal any Luxco Manager nominated by it and to nominate for appointment in place thereof another individual to serve as its Luxco Manager in accordance with the provisions of this Article 3. In such event, (i) the nominating group of Affiliated Investors (or the applicable fund of such group of Affiliated Investors) shall take all reasonable action necessary to procure that such Luxco Manager resigns from the Luxco Board and (ii) if such Luxco Manager will not resign, each Investor (including the nominating Investor) agrees that it shall take all reasonable action necessary to effect such removal and appointment as promptly as practicable on request. In addition, each group of Affiliated Investors (or the applicable fund of such group of Affiliated Investors) entitled to nominate a Luxco Manager for appointment shall, upon the death or resignation of such Luxco Manager, be entitled to nominate for appointment in place thereof another individual to serve as its Luxco Manager in accordance with the provisions of this Article 3. Without limiting the preceding provisions, no group of Affiliated Investors (or the applicable fund of such group of Affiliated Investors) shall be entitled to nominate for removal, appointment or re-appointment any Luxco Manager except for the Luxco Manager it is entitled to nominate for removal, appointment or re-appointment pursuant to the provisions of this Article 3. Each Investor agrees to vote its Shares in favour of the appointment or re-appointment of the Luxco Managers nominated for appointment or re-appointment by each other group of Affiliated Investors (or the applicable fund of such group of Affiliated Investors) entitled to do so hereunder. Notwithstanding the foregoing provisions of this Article 3.1.4, if a group of Affiliated Investors (or the applicable fund of such group of Affiliated Investors) nominates for appointment as a Luxco Manager an individual who is not a director, manager, officer or employee of the Investor Fund Manager to such Investor or to an Affiliated Fund of such Investor (as the case may be), or of a subsidiary of that Investor Fund Manager, then such individual shall be subject to the prior approval of a majority of the Investor Representatives on the Investors' Committee (excluding any Investor Representatives designated by such Investor or its Affiliates). None of the Luxco Managers shall be entitled to receive any severance payments upon his removal, death, resignation or otherwise vacating his position as a Luxco Manager. Each group of Affiliated Investors (or the applicable fund of such group of Affiliated Investors) agrees, in respect of any Luxco Manager nominated by such group of Affiliated Investors (or the applicable fund of such group of Affiliated Investors), to indemnify Luxco and each other Investor from any claims and liabilities with respect to any severance payment that becomes payable to any such Luxco Manager.

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3.1.5 Each Investor agrees to take (to the extent such action is within such Investor’s power or control in its capacity as an investor in Luxco or through its nominees, designees or representatives on the Luxco Board), and agrees to cause Luxco to take, any and all action necessary to approve the designation and appointment of the Luxco Managers designated by a group of Affiliated Investors (or the applicable fund of such group of Affiliated Investors) in accordance with this Article 3.1.

3.2 Abstention on Related Party Transactions

An Investor's Luxco Manager(s) shall abstain from the vote of the Luxco Board on any Related Party Transaction in respect of which such Investor or any Affiliate thereof is a Related Party. Such Investor's Luxco Manager(s) shall not be entitled to receive board materials relating to a Related Party Transaction or to participate in board deliberations relating to such Related Party Transaction if such receipt or participation would create a conflict of interest for the Related Party or any member of the Group, as determined by a Requisite Majority of the Investors' Committee.

3.3 Changes in Shareholding

3.3.1 In the event an Investor (together with any Investor that is Affiliated with such Investor) entitled to nominate for appointment two Luxco Managers ceases to hold a Voting Interest at least equal to 50% of the Voting Interest attached to the Units held by that Investor (together with any Investor that is Affiliated with that Investor) on the Last Settlement Date, then (i) such Investor (together with any Investor that is Affiliated with such Investor) shall take all action necessary to procure that one of the Luxco Managers nominated by such Investor (together with any Investor that is Affiliated with such Investor) shall immediately resign, and (ii) such Investor (together with any Investor that is Affiliated with such Investor) shall from that time forward only have the right to nominate for removal, appointment or re-appointment one Luxco Manager.

3.3.2 In the event an Investor (together with any Investor that is Affiliated with such Investor) entitled to nominate for appointment only one Luxco Manager (either on the basis of Article 3.1.1 or on the basis of Article 3.3.1) ceases to hold a Voting Interest at least equal to 25% of the Voting Interest attached to the Units held by that Investor (together with any Investor that is Affiliated with that Investor) on the Last Settlement Date, then (i) such Investor (together with any Investor that is Affiliated with such Investor) shall take all action necessary to procure that the Luxco Manager nominated by such Investor (together with any Investor that is Affiliated with such Investor) shall immediately resign, and (ii) such Investor (together with any Investor that is Affiliated with such Investor) shall from that time forward not have the right to nominate for removal, appointment or re-appointment any Luxco Manager.

3.4 Meetings of the Luxco Board; Observers

3.4.1 The Luxco Board will meet as often as it deems necessary or appropriate or upon the request of the Luxco Chairman. Any Luxco Manager may request that the Luxco Chairman call a meeting of the Luxco Board to discuss any matter requiring action or consideration by the Luxco Board and, upon receipt of any such request, together with a description of the matter(s) to be discussed at such meeting and any supporting materials necessary or appropriate for the Luxco Managers to prepare for such meeting, the Luxco

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Chairman will call such meeting as soon as reasonably practicable, provided, however, that the Luxco Chairman will not be required to call any such meeting if a meeting of the Luxco Board was held within four weeks prior to such request and such matter was raised at such meeting or if a meeting is scheduled to be held within four weeks after such request. The Luxco Board may meet in person, by teleconference or by videoconference (or by any combination thereof). Notwithstanding the foregoing, the Luxco Board will meet in person (to the greatest extent possible) at least two times each year in Luxembourg.

3.4.2 Quorum for any meeting of the Luxco Board shall require the presence (in person or by telephone, or by proxy or power of attorney) of a majority of the Luxco Managers, provided that a meeting of the Luxco Board shall not be quorate unless (i) at least one Luxco Manager B nominated by each group of Affiliated Investors is present (in person or by telephone or by proxy or power of attorney) and (ii) at least one Luxco Manager A is present in person. If a quorum is not present at a meeting of the Luxco Board, the Luxco Managers present at such meeting shall require that the meeting be adjourned and reconvened on a date at least 2 Business Days following the time of such adjourned meeting. The quorum for such reconvened meeting shall require the presence (in person or by telephone or by proxy or power of attorney) of a majority of the Luxco Managers.

3.4.3 A Luxco Manager may only give a proxy or power of attorney to attend and vote at a meeting of the Luxco Board to another Luxco Manager.

3.4.4 Each group of Affiliated Investors that has the right to nominate one or more Luxco Managers shall have the right to designate (and remove) one observer to the Luxco Board, provided that such observer shall only be entitled to attend any meeting of the Luxco Board at which one or more of the Luxco Managers nominated by such group of Affiliated Investors does not attend. The initial observers for the Luxco Board are set forth in Part H of Schedule 5 to this Agreement. An observer shall not be entitled to participate in or observe any Luxco Board deliberations in which the Luxco Manager(s) nominated by the group of Affiliated Investors that designated such observer are not entitled to participate pursuant to Article 3.2. If an observer is entitled to attend a Luxco Board meeting and sufficient advance notice is provided to the Luxco Chairman of such observer's intention to attend such meeting, such observer shall be entitled to receive the same documentation (including, without limitation, the agenda, minutes, committee reports and any other documentation) for such meeting as is given to the Luxco Managers. An observer shall not have the right to vote on any matter under consideration by the Luxco Board. The observer rights granted pursuant to this Article 3.4.4 shall be in addition to, and not in limitation of, any rights granted to Investors (or funds) pursuant to the VCOC Management Rights Agreements.

3.5 Decisions of the Luxco Board

Subject to prior approval of the Investors' Committee with respect to items mentioned in Articles 6.6.3 and 6.6.4, decisions of the Luxco Board shall be taken by simple majority vote of the Luxco Managers present at a meeting of the Luxco Board for which there is a quorum, and each Luxco Manager shall have one vote (provided that, for avoidance of doubt, a Luxco Manager representing one or more absent Luxco Managers by proxy or power of attorney shall be entitled to cast the vote of each such

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absent Luxco Manager). Decisions of the Luxco Board may be taken or ratified by unanimous written consent. The powers and activities of the Luxco Board shall be subject to the provisions of Article 6.6.

3.6 Representation of Luxco

No single member of the Luxco Board shall be entitled to represent Luxco or to take any action on its behalf without the prior authorization and approval of the Luxco Board at any meeting duly convened or pursuant to any written resolutions (including any standing resolutions) duly taken. Each action taken on behalf of Luxco, once duly authorized in accordance with the preceding sentence, shall require the signature of at least one Luxco Manager A and at least one Luxco Manager B.

3.7 Intermediate Holdco Boards

The Parties agree that, subject to the requirements of applicable laws and regulations, the Dutch Holdco Board and the Bidco Board shall be composed of two members as follows:

(f) Luxco; and

(g) an individual who shall be resident in The Netherlands, nominated by a Requisite Majority of the Investors' Committee.

Provided that at any time the Investors' Committee may determine that Luxco and the individual referred to in Article 3.7(g) should resign as members of either the Dutch Holdco Board or the Bidco Board and be replaced by individuals, and in such event the provisions of Articles 3.1 through 3.6 shall apply, mutatis mutandis, in respect of the Dutch Holdco Board or the Bidco Board, as the case may be.

3.8 Formalities

The Investors acknowledge that, in accordance with applicable law, members of the Luxco Board, the Dutch Holdco Board and the Bidco Board are elected by the general meeting (or written resolution) of the shareholders of the relevant entity. Accordingly, to enhance the enforceability of the rights and obligations of the Investors under this Article 3, the Investors agree to comply with all such formalities to the extent recommended by Luxembourg and/or Dutch counsel to the Group. For avoidance of doubt, the Parties intend that their respective rights and obligations shall be as set forth under this Article 3 and further intend that such rights and obligations shall not be, nor be deemed to be, adversely affected in any way by the additional requirements (if any) under this Article 3.8.

4. VNU SUPERVISORY BOARD

4.1 Composition of the VNU Supervisory Board

4.1.1 Until November 24, 2007, the VNU Supervisory Board shall be composed of at least twelve members (each, a "VNU Director") as follows:

(a) one individual nominated by AlpInvest;

(b) two individuals nominated by Blackstone (one of such individuals shall be designated by Blackstone Capital Partners (Cayman) V, L.P. until such time as Blackstone ceases to hold a Voting Interest at least equal to 50% of the Voting Interest attached to the Units it held on the Last Settlement Date and the other shall be designated by Blackstone Capital

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Partners (Cayman) V, L.P. until such time as Blackstone ceases to hold a Voting Interest at least equal to 25% of the Voting Interest attached to the Units it held on the Last Settlement Date);

(c) two individuals nominated by Carlyle (one of such individuals shall be designated by CEP II Participations Sarl SICAR until such time as Carlyle ceases to hold a Voting Interest at least equal to 50% of the Voting Interest attached to the Units it held on the Last Settlement Date and the other shall be designated by Carlyle Partners IV Cayman, L.P. until such time as Carlyle ceases to hold a Voting Interest at least equal to 25% of the Voting Interest attached to the Units it held on the Last Settlement Date);

(d) one individual nominated by Hellman & Friedman Capital Partners V (Cayman), L.P.;

(e) two individuals nominated by KKR (one of such individuals shall be designated by KKR Millennium Fund (Overseas), Limited Partnership until such time as KKR ceases to hold a Voting Interest at least equal to 50% of the Voting Interest attached to the Units it held on the Last Settlement Date and the other shall be designated by KKR Millennium Fund (Overseas), Limited Partnership until such time as KKR ceases to hold a Voting Interest at least equal to 25% of the Voting Interest attached to the Units it held on the Last Settlement Date);

(f) two individuals nominated by Thomas H. Lee Partners (one of such individuals shall be designated by Thomas H. Lee (Alternative) Fund V, L.P. until such time as Thomas H. Lee Partners ceases to hold a Voting Interest at least equal to 50% of the Voting Interest attached to the Units it held on the Last Settlement Date and the other shall be designated by Thomas H. Lee Partners Equity VI, L.P. until such time as Thomas H. Lee Partners ceases to hold a Voting Interest at least equal to 25% of the Voting Interest attached to the Units it held on the Last Settlement Date); and

(g) at least two individuals (the "Independent VNU Directors") who shall (i) be independent within the meaning of the relevant provisions of the Merger Protocol, and be nominated by the Investors' Committee, subject to Article 6.6.4(b).

The initial VNU Directors are set forth in Part B of Schedule 5 to this Agreement. The right to nominate VNU Directors for appointment to the VNU Supervisory Board is personal to each group of Affiliated Investors (or the applicable fund of such group of Affiliated Investors) entitled to do so and may not be assigned by any such group of Affiliated Investors (or the applicable fund of such group of Affiliated Investors) as part of a Transfer or otherwise without the consent of the Investors' Committee (except as permitted pursuant to the proviso in the last sentence of Article 14.6).

4.1.2 From November 25, 2007 onwards, the VNU Supervisory Board shall be composed of at least ten members, nominated in accordance with Article 4.1.1, paragraphs (a) through (f) inclusive, without prejudice to the right of the Investors' Committee to decide to retain or appoint one or more Independent VNU Directors, subject to and in accordance with Article 4.1.1, paragraph (g) and Article 6.6.4(b), and provided that from that date onwards

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any such Independent VNU Directors shall no longer be required to be independent within the meaning of the relevant provisions of the Merger Protocol.

4.1.3 Each group of Affiliated Investors (or the applicable fund of such group of Affiliated Investors) entitled to nominate one or more VNU Directors for appointment shall nominate the same individual(s) for such appointment as have been appointed as its Investor Representative on the Investors' Committee, unless the Investors' Committee has approved a different appointment (such approval not to be unreasonably withheld).

4.1.4 The Parties shall take all reasonable action necessary to procure that the VNU Director designated by the Investors' Committee to serve as chairman of the VNU Supervisory Board (the "VNU Chairman") shall be so appointed by the VNU Supervisory Board.

4.1.5 Each group of Affiliated Investors (or the applicable fund of such group of Affiliated Investors) entitled to designate a VNU Director shall be entitled, by notice in writing to each other group of Affiliated Investors (or the applicable fund of such group of Affiliated Investors), at any time or from time to time, to request the removal of any VNU Director designated by it and to designate for appointment in place thereof another individual to serve as its VNU Director in accordance with the provisions of this Article 4. In such event, (i) the designating group of Affiliated Investors (or the applicable fund of such group of Affiliated Investors) shall take all reasonable action necessary to procure that such VNU Director resigns from the VNU Supervisory Board and (ii) if such VNU Director will not resign, Holdco agrees that it shall take all reasonable action necessary to effect such removal and appointment as promptly as practical upon request. In addition, each Investor entitled to nominate a VNU Director for appointment shall, upon the death or resignation of such VNU Director, be entitled to nominate for appointment in place thereof another individual to serve as its VNU Director in accordance with the provisions of this Article 4.1. If a group of Affiliated Investors (or the applicable fund of such group of Affiliated Investors) designates as a VNU Director an individual who is not a director, manager, officer or employee of the Investor Fund Manager to such group of Affiliated Investors or to an Affiliated Fund of such group of Affiliated Investors (as the case may be), or of a subsidiary of that Investor Fund Manager, then such individual shall be subject to the prior approval of a majority of the Investor Representatives on the Investors' Committee (excluding any Investor Representatives designated by such Investor or its Affiliates).

4.1.6 A Requisite Majority of the Investors' Committee may decide, at any time or from time to time, subject to Article 6.6.4, to request the removal of any Independent VNU Director and to designate for appointment in place thereof another individual to serve as Independent VNU Director in accordance with the provisions of Article 6.6.4(b). In such event Holdco agrees that it shall take all reasonable action necessary to effect such removal and appointment as promptly as practical upon request.

4.1.7 Without limiting the preceding provisions of this Agreement, no group of Affiliated Investors (or the applicable fund of such group of Affiliated Investors) shall take any action, directly or indirectly through its nominees, designees or representatives on the Luxco Board or any Intermediate Holdco

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Board to cause Luxco or the relevant Intermediate Holdco to seek to remove, appoint or re-appoint any VNU Director except for any VNU Director such Investor is entitled to designate for removal, appointment or re-appointment pursuant to the provisions of this Article 4. Each group of Affiliated Investors (or the applicable fund of such group of Affiliated Investors) agrees to take all action necessary (to the extent such action is within the power or control of such group of Affiliated Investors (or the applicable fund of such group of Affiliated Investors) in its capacity as an investor in Luxco or through its nominees, designees or representatives on the Luxco Board or any Intermediate Holdco Board) to cause Luxco and the Intermediate Holdcos to take, and agrees to cause each VNU Director designated by it to take, any and all action necessary to approve the designation and appointment of the VNU Directors designated by a group of Affiliated Investors (or the applicable fund of such group of Affiliated Investors) and the Independent VNU Directors designated by the Investors' Committee in accordance with this Article 4.1.

4.1.8 None of the VNU Directors shall be entitled to receive any severance payments upon his removal, resignation or otherwise vacating his position as a VNU Director, provided that this Article 4.1.8 shall be without prejudice to any entitlement versus VNU which any independent VNU Director may have. Each group of Affiliated Investors (or the applicable fund of such group of Affiliated Investors) agrees, in respect of any VNU Director designated by such group of Affiliated Investors (or the applicable fund of such group of Affiliated Investors), to indemnify VNU and each other group of Affiliated Investors (or the applicable fund of such group of Affiliated Investors) from any claims and liabilities with respect to any severance payment that becomes payable to any such VNU Director.

4.1.9 The groups of Affiliated Investors (or the applicable funds of such groups of Affiliated Investors) shall cause, and shall instruct their respective designees to the VNU Supervisory Board to cause, the VNU Supervisory Board Rules to be amended as soon as reasonably practicable after the date hereof, to the extent recommended by Dutch counsel to the Group, so as to include a profile for Independent VNU Directors, the abstention provisions in Article 4.2.1, the provisions on convening meetings, quorum and observer rights in Article 4.4, the voting provisions in Article 4.5 and the provisions on sharing information in Article 13.7.3, all to the extent not implemented on or prior to the date hereof.

4.2 Related Party Transactions; Independent VNU Directors' Approval

4.2.1 An Investor's VNU Director(s) shall abstain from the vote of the VNU Supervisory Board on any Related Party Transaction in respect of which such Investor or any Affiliate thereof is a Related Party. Such Investor's VNU Director(s) shall not be entitled to receive board materials relating to a Related Party Transaction or to participate in board deliberations relating to such Related Party Transaction if such receipt or participation would create a conflict of interest for the Related Party or any member of the Group, as determined by the Investors' Committee.

4.2.2 If the VNU Supervisory Board is of the view, after consultation with Dutch counsel to the Group, that a particular Related Party Transaction or any other matter that comes before the VNU Supervisory Board requires the approval of the Independent VNU Directors, upon such transaction or matter having been

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approved by the Investors' Committee, each Party agrees to take all action necessary (to the extent such action is within such Party's power or control, including through its nominees, designees or representatives on the Luxco Board, the Intermediate Holdco Boards and the VNU Supervisory Board) to facilitate the Independent VNU Directors' decision making process and to promptly provide any relevant information that the Independent VNU Directors may reasonably request.

4.3 Changes in Shareholding

4.3.1 In the event an Investor (together with any Investor that is Affiliated with such Investor) entitled to nominate for appointment two VNU Directors ceases to hold a Voting Interest at least equal to 50% of the Voting Interest attached to the Units held by that Investor (together with any Investor that is Affiliated with that Investor) on the Last Settlement Date, then (i) such Investor (together with any Investor that is Affiliated with such Investor) shall take all action necessary to procure that one of the VNU Directors nominated by such Investor shall immediately resign, and (ii) such Investor (together with any Investor that is Affiliated with such Investor) shall from that time forward only have the right to nominate for removal, appointment or re-appointment one VNU Director.

4.3.2 In the event an Investor (together with any Investor that is Affiliated with such Investor) entitled to nominate for appointment only one VNU Director (either on the basis of Article 4.1.1 or on the basis of Article 4.3.1) ceases to hold a Voting Interest at least equal to 25% of the Voting Interest attached to the Units held by that Investor (together with any Investor that is Affiliated with that Investor) on the Last Settlement Date, then (i) such Investor (together with any Investor that is Affiliated with such Investor) shall take all action necessary to procure that the VNU Director nominated by such Investor shall immediately resign, and (ii) such Investor (together with any Investor that is Affiliated with such Investor) shall from that time forward not have the right to nominate for removal, appointment or re-appointment any VNU Director.

4.4 Meetings of the VNU Supervisory Board; Observers

4.4.1 The VNU Supervisory Board will meet as often as it deems necessary or appropriate or upon the request of the VNU Supervisory Board Chairman. Any VNU Director may request that the VNU Supervisory Board Chairman call a meeting of the VNU Supervisory Board to discuss any matter requiring action or consideration by the VNU Supervisory Board and, upon receipt of any such request, together with a description of the matter(s) to be discussed at such meeting and any supporting materials necessary or appropriate for the VNU Directors to prepare for such meeting, the VNU Supervisory Board Chairman, as the case may be, will call such meeting as soon as reasonably practicable, provided, however, that the VNU Supervisory Board Chairman will not be required to call any such meeting if a meeting of the VNU Supervisory Board was held within four weeks prior to such request and such matter was raised at such prior meeting or if a meeting is scheduled to be held within four weeks after such request. The VNU Supervisory Board may meet in person, by teleconference or by videoconference (or by any combination thereof).

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4.4.2 Quorum for any meeting of the VNU Supervisory Board shall require the presence (in person or by telephone or by proxy or power of attorney) of a majority of the VNU Directors.

4.4.3 A VNU Director may only give a proxy or power of attorney to attend and vote at a meeting of the VNU Supervisory Board to another VNU Director.

4.4.4 Each group of Affiliated Investors that has the right to designate one or more VNU Directors shall have the right to designate (and remove) one observer to the VNU Supervisory Board, provided that such observer shall only be entitled to attend any meeting of the VNU Supervisory Board at which one or more of the VNU Directors designated by such group of Affiliated Investors does not attend. The initial observers for the VNU Supervisory Board are set forth in Part H of Schedule 5 to this Agreement. An observer shall not be entitled to participate in or observe any VNU Supervisory Board deliberations in which the VNU Director(s) designated by the group of Affiliated Investors that designated such observer are not entitled to participate pursuant to Article 4.2. If an observer is entitled to attend a meeting of the VNU Supervisory Board and sufficient advance notice is provided to the VNU Supervisory Board Chairman of such observer's intention to attend such meeting, such observer shall be entitled to receive the same documentation (including, without limitation, the agenda, minutes, committee reports and any other documentation) for such meeting as is given to the VNU Directors. An observer shall not have the right to vote on any matter under consideration by the VNU Supervisory Board. If a group of Affiliated Investors designates as an observer to the VNU Supervisory Board an individual who is not a director, manager, officer or employee of the Investor Fund Manager to such Investor or to an Affiliated Fund of such Investor (as the case may be), or of a subsidiary of that Investor Fund Manager, then such individual shall be subject to the prior approval of a majority of the Investor Representatives on the Investors' Committee (excluding any Investor Representatives designated by such Investor or its Affiliates). The observer rights granted pursuant to this Article 4.4.4 shall be in addition to, and not in limitation of, any rights granted to Investors (or funds) pursuant to the VCOC Management Rights Agreements.

4.5 Decisions of the VNU Supervisory Board

4.5.1 For as long as there are Independent VNU Directors, decisions of the VNU Supervisory Board shall be taken by the affirmative vote of at least a majority of the VNU Directors who are not Independent VNU Directors. From the time VNU ceases to have Independent VNU Directors, decisions of the VNU Supervisory Board shall be taken by simple majority.

4.5.2 Each VNU Director shall have one vote (provided that, for avoidance of doubt, a VNU Director representing one or more absent VNU Directors by proxy or power of attorney shall be entitled to cast the vote of each such absent VNU Director). Decisions of the VNU Supervisory Board may be taken or ratified by unanimous written consent.

4.5.3 The Parties will ensure that the VNU Articles will at all times allow any action that is required to be taken or approved by the VNU Supervisory Board also to be taken or approved by the VNU General Meeting, either in the first instance without the matter concerned having been decided on by the VNU

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Supervisory Board or by way of a second decision, overriding an earlier decision of the VNU Supervisory Board on the same matter. In the event that the VNU Supervisory Board fails to approve any action which requires its approval and which has already been approved by the Investors' Committee, each VNU Director shall be entitled to call a VNU General Meeting at which the approval of such action shall be on the agenda and if such action is approved at such VNU General Meeting, the earlier decision of the VNU Supervisory Board shall be deemed set aside and overruled.

The powers and activities of the VNU Supervisory Board shall be subject to the provisions of Article 6.6.

4.6 Formalities

The Investors agree to comply with any corporate formalities or other procedures necessary or appropriate as recommended by Dutch counsel to the Group to give full effect to the intent of the Parties under this Article 4.

5. BOARD COMMITTEES; FINANCING COMMITTEE; MANAGEMENT

5.1 Luxco and Intermediate Holdco Committees

The Luxco Board and the Intermediate Holdco Boards may create any committee thereof as each such Board deems necessary, appropriate or desirable. The Parties do not presently intend to cause the Luxco Board or any Intermediate Holdco Board to create any such committees. If the Luxco Board or any Intermediate Holdco Board creates any such committees in the future, the Parties agree that such committees shall be constituted in the same manner as the VNU Board Committees and shall otherwise be subject to the same provisions as set forth in Article 5.2, mutatis mutandis.

5.2 VNU Board Committees; Finance Committee

5.2.1 The VNU Supervisory Board will have an executive committee (the "Executive Committee"), an audit committee (the "Audit Committee"), a compensation committee (the "Compensation Committee") and any other committees that the VNU Supervisory Board decides to establish. All of these committees collectively are collectively referred to as the "VNU Board Committees".

5.2.2 The VNU Board Committees shall be comprised of four members each, except for the Executive Committee which shall be comprised of five members. The members of the VNU Board Committees shall be designated by the VNU Supervisory Board from among the VNU Directors, provided that no VNU Board Committee shall be comprised of more than one VNU Director designated by a particular Investor (or an Investor Affiliated with such Investor). Each Investor who is entitled to nominate at least one VNU Director for appointment and who does not have a nominee on a particular VNU Board Committee is entitled to designate an observer on such VNU Board Committee (provided that for the purposes of this provision Affiliated Investors are considered collectively as one Investor). The initial members of and observers at the VNU Board Committees are set forth in Parts C, D and E of Schedule 5.

5.2.3 The Supervisory Board shall appoint a member of each VNU Board Committee as its chairman.

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5.2.4 The Supervisory Board shall also establish a finance committee (the "Finance Committee"), which shall be comprised of four members who need not be VNU Directors. The initial members of the Finance Committee are set forth in Part F of Schedule 5.

5.2.5 The powers and responsibilities of each of the VNU Board Committees and of the Finance Committee shall be set forth in a written charter adopted by the VNU Supervisory Board. The powers and activities of each VNU Board Committee and of the Finance Committee shall be subject to the provisions of Article 6.6.

5.3 VNU Management

The Parties shall cause such individuals to be appointed, removed and suspended from time to time as members of the board of management (raad van bestuur) of VNU as the Investors' Committee may decide in accordance with Article 6.6.4.

6. INVESTORS' COMMITTEE

6.1 Purpose of the Investors' Committee; Effectuating Intent

6.1.1 The Investors agree that the principal governing body of the Group will be a committee of representatives of the Investors (the "Investors' Committee"), to the fullest extent permitted by law, recognizing that the Investors' Committee is a creation of contract and not of corporate law. Without limiting the generality of the provisions of Article 2 (but subject to the provisions of Article 2.4), each Investor shall take, and shall instruct its representative(s), nominee(s) or designee(s), as the case may be, on the Investors' Committee, on each Board and on any committee thereof to take, any and all action within its power to effectuate any decision taken by the Investors' Committee in accordance with and in respect of any matter contemplated by this Agreement or reasonably related to the investment of the Investors in the Units, and an Investor shall not take, and shall instruct its representative(s), nominee(s) or designee(s), as the case may be, on the Investors' Committee, on each Board and on any committee thereof not to take, any action that would contravene any decision taken by the Investors' Committee in accordance with this Agreement. Each Investor agrees that, unless and until any matter that requires the prior approval of the Investors' Committee as set forth in Article 6.6 or elsewhere in this Agreement has been considered and either approved or rejected by the Investors' Committee or if any other matter otherwise is considered and either approved or rejected by the Investors' Committee in accordance with this Agreement, it shall take any and all actions to the extent such actions are within its power and control in its capacity as an investor in Luxco, and shall instruct its representative(s), nominee(s) or designee(s), as the case may be, on the Investors' Committee, on each Board and on any committee thereof to take any and all action within the power of such Person (i) to procure that such matter shall not be placed on the agenda of any meeting of any Board or any committee thereof or by any shareholders and that consideration of such matter at any meeting of such Board or committee or by any shareholders otherwise shall be delayed and (ii) in any event, to refrain from voting on such matter (whether for or against) at any such meeting.

6.1.2 As and when there cease to be Independent VNU Directors, the Investors shall discuss whether to abolish the Investors' Committee and vest the powers

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and authority attributed to the Investors' Committee by this Agreement in the VNU Supervisory Board or another Board. Any such change to the governance structure of the Group and the amendment of this Agreement so as to reflect that change shall require a unanimous decision of the Investors' Committee, taken in a meeting where all Investor Representatives are present (in person or by telephone or by proxy or power of attorney).

6.2 Composition of Investors' Committee

6.2.1 The Investors' Committee shall be composed of ten individuals (each such individual, an "Investor Representative") as follows:

(a) one individual nominated by AlpInvest;

(b) two individuals nominated by Blackstone (one of such individuals shall be designated by Blackstone Capital Partners (Cayman) V, L.P. until such time as Blackstone ceases to hold a Voting Interest at least equal to 50% of the Voting Interest attached to the Units it held on the Last Settlement Date and the other shall be designated by Blackstone Capital Partners (Cayman) V, L.P. until such time as Blackstone ceases to hold a Voting Interest at least equal to 25% of the Voting Interest attached to the Units it held on the Last Settlement Date);

(c) two individuals nominated by Carlyle (one of such individuals shall be designated by CEP II Participations Sarl SICAR until such time as Carlyle ceases to hold a Voting Interest at least equal to 50% of the Voting Interest attached to the Units it held on the Last Settlement Date and the other shall be designated by Carlyle Partners IV Cayman, L.P. until such time as Carlyle ceases to hold a Voting Interest at least equal to 25% of the Voting Interest attached to the Units it held on the Last Settlement Date);

(d) one individual nominated by Hellman & Friedman Capital Partners V (Cayman), L.P.;

(e) two individuals nominated by KKR (one of such individuals shall be designated by KKR Millennium Fund (Overseas), Limited Partnership until such time as KKR ceases to hold a Voting Interest at least equal to 50% of the Voting Interest attached to the Units it held on the Last Settlement Date and the other shall be designated by KKR Millennium Fund (Overseas), Limited Partnership until such time as KKR ceases to hold a Voting Interest at least equal to 25% of the Voting Interest attached to the Units it held on the Last Settlement Date);

(f) two individuals nominated by Thomas H. Lee Partners (one of such individuals shall be designated by Thomas H. Lee (Alternative) Fund V, L.P. until such time as Thomas H. Lee Partners ceases to hold a Voting Interest at least equal to 50% of the Voting Interest attached to the Units it held on the Last Settlement Date and the other shall be designated by Thomas H. Lee Partners Equity VI, L.P. until such time as Thomas H. Lee Partners ceases to hold a Voting Interest at least equal to 25% of the Voting Interest attached to the Units it held on the Last Settlement Date). Each initial Investor Representative is identified opposite the name of its designating Investor in Part G of Schedule 5.

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6.2.2 The Investors' Committee shall appoint a chairman (the "Investors' Committee Chairman") from among its members.

6.2.3 The right to designate Investor Representatives under this Agreement is personal to each group of Affiliated Investors (or the applicable fund of such group of Affiliated Investors) entitled to do so and may not be assigned by such group of Affiliated Investors (or the applicable fund of such group of Affiliated Investors) (except as permitted pursuant to the proviso in the last sentence of Article 14.6). Each group of Affiliated Investors (or the applicable fund of such group of Affiliated Investors) entitled to designate an Investor Representative shall also be entitled, by notice in writing to Luxco and each other group of Affiliated Investors (or the applicable fund of such group of Affiliated Investors), at any time or from time to time, to remove such Investor Representative and to designate in place thereof another individual to serve as its Investor Representative in accordance with the provisions of this Article 6. In addition, each group of Affiliated Investors (or the applicable fund of such group of Affiliated Investors) entitled to nominate an Investor Representative for appointment shall, upon the death or resignation of such Investor Representative, be entitled to nominate for appointment in place thereof another individual to serve as its Investor Representative in accordance with the provisions of this Article 6.2. Each Investor Representative may, by notice in writing to the Investors' Committee Chairman, designate (and remove) an alternate who shall have the authority to act on behalf of such Investor Representative in his absence. If sufficient advance notice is provided to the Investors' Committee Chairman of an alternate's intention to attend a meeting of the Investors' Committee, such alternate shall be entitled to receive the same documentation (including, without limitation, the agenda, minutes, committee reports and any other documentation) for such meeting as is given to the Investors Representatives. If a group of Affiliated Investors (or the applicable fund of such group of Affiliated Investors) designates as an Investor Representative, or if an Investor Representative designates as his alternate, an individual who is not a director, manager, officer or employee of the Investor Fund Manager to such group of Affiliated Investors or to an Affiliated Fund of such group of Affiliated Investors (as the case may be), or of a subsidiary of that Investor Fund Manager, then such individual shall be subject to the prior approval of a majority of the Investor Representatives on the Investors' Committee (excluding any Investor Representatives designated by such group of Affiliated Investors (or the applicable fund of such group of Affiliated Investors) or its Affiliates).

6.3 Abstention on Related Party Transactions

An Investor Representative shall abstain from the vote of the Investors' Committee on any Related Party Transaction in respect of which such Investor or any Affiliate thereof is a Related Party. Such Investor Representative shall not be entitled to receive materials relating to a Related Party Transaction or to participate in the deliberations of the Investors' Committee relating to such Related Party Transaction if such receipt or participation would create a conflict of interest for the Related Party or any member of the Group, as determined by the Investors' Committee.

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6.4 Changes in Shareholding

6.4.1 In the event an Investor (together with any Investor that is Affiliated with such Investor) entitled to nominate for appointment two Investor Representatives ceases to hold a Voting Interest at least equal to 50% of the Voting Interest attached to the Units held by that Investor (together with any Investor that is Affiliated with that Investor) on the Last Settlement Date, then (i) such Investor (together with any Investor that is Affiliated with such Investor) shall take all action necessary to procure that one of the Investor Representatives nominated by such Investor shall immediately resign, and (ii) such Investor (together with any Investor that is Affiliated with such Investor) shall from that time forward only have the right to nominate for removal, appointment or re-appointment one Investor Representative.

6.4.2 In the event an Investor (together with any Investor that is Affiliated with such Investor) entitled to nominate for appointment only one Investor Representative (either on the basis of Article 6.2.1 or on the basis of Article 6.4.1) ceases to hold a Voting Interest at least equal to 25% of the Voting Interest attached to the Units held by that Investor (together with any Investor that is Affiliated with that Investor) on the Last Settlement Date, then (i) such Investor (together with any Investor that is Affiliated with such Investor) shall take all action necessary to procure that the Investor Representative nominated by such Investor shall immediately resign, and (ii) such Investor (together with any Investor that is Affiliated with such Investor) shall from that time forward not have the right to nominate for removal, appointment or re-appointment any Investor Representative.

6.5 Meetings of the Investors' Committee

6.5.1 The Investors' Committee will meet as often as it deems necessary or appropriate or upon the request of the Investors' Committee Chairman. Any Investor Representative may request that the Investors' Committee Chairman call a meeting of the Investors' Committee to discuss any matter requiring action or consideration by the Investors' Committee and, upon receipt of any such request, together with a description of the matter(s) to be discussed at such meeting and any supporting materials necessary or appropriate for the Investor Representatives to prepare for such meeting, the Investors' Committee Chairman will call such meeting as soon as reasonably practicable, provided, however, that the Investors' Committee Chairman will not be required to call any such meeting if a meeting of the Investors' Committee was held within four weeks prior to such request and such matter was raised at such meeting or if a meeting is scheduled to be held within four weeks after such request. The Investors' Committee may meet in person, by teleconference or by videoconference (or by any combination thereof).

6.5.2 Quorum for any meeting of the Investors' Committee shall require the presence (in person or by telephone or by proxy or power of attorney) of Investor Representatives representing a majority of the votes of the Investors' Committee, provided that a meeting of the Investors' Committee shall not be quorate unless at least one Investor Representative nominated by each group of Affiliated Investors is present (in person or by telephone or by proxy or power of attorney). If a quorum is not present at a meeting of the Investors' Committee, the Investor Representatives present at such meeting shall require that the meeting be adjourned and reconvened on a date at least 2 Business

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Days following the time of such adjourned meeting. The quorum for such reconvened meeting shall require the presence (in person or by telephone or by proxy or power of attorney) of Investor Representatives representing a majority of the votes of the Investors' Committee.

6.6 Decisions of the Investors' Committee

6.6.1 At any given time, the voting power of each Investor Representative in the Investors' Committee shall be calculated as follows:

(a) If a group of Affiliated Investors is entitled to collectively appoint only one Investor Representative, such Investor Representative shall have a number of votes equal to (x) 100 multiplied by (y) a fraction, the numerator of which is the Voting Interest then held collectively by that group of Affiliated Investors and the denominator of which is equal to the aggregate of the Voting Interests then held by all Investors; and

(b) If a group of Affiliated Investors is entitled to collectively appoint more than one Investor Representative, all such Investor Representatives together shall have the voting power calculated on the basis of Article 6.6.1(a), and such voting power shall be allocated among such Investor Representatives in equal parts.

The initial voting power of each Investor Representative on the date hereof is set forth opposite to its name in Part G of Schedule 5.

6.6.2 Subject to Articles 6.6.3 and 6.6.4, all decisions of the Investors' Committee shall be taken by simple majority of the votes held by the Investor Representatives (as determined pursuant to Article 6.6.1) entitled to vote with respect to such decision. For avoidance of doubt, an Investor Representative representing one or more absent Investor Representatives by proxy or power of attorney shall be entitled to cast the votes of each such absent Investor Representative, provided, however, that any other Investor Representative designated by a member of a group of Affiliated Investors whose members are collectively entitled to designate two or more Investor Representatives present at a meeting of the Investors' Committee may represent, and will be entitled to cast the vote of, any other absent Investor Representatives designated by any member of such group of Affiliated Investors without any proxy or power of attorney. Decisions of the Investors' Committee may be taken or ratified by written consent (which, for avoidance of doubt, does not need to be unanimous) following, to the extent practicable in the circumstances, reasonable prior written notice of such action to all Investor Representatives. Any resolution or other action taken by the Investors' Committee, whether in a meeting or in writing, shall be notified to all Investors promptly after it is taken, unless all Investor Representatives were present at such meeting (in person or by telephone or by proxy or power of attorney) or all Investor Representatives have signed the written consent.

6.6.3 Subject to Article 6.7, none of the members of the Group shall take, or agree or commit to take, any of the actions set forth in Part A of Schedule 6 without the prior approval of all Investor Representatives (excluding any Investor Representative otherwise explicitly prevented from voting with respect to such matter by the terms of this Agreement).

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6.6.4 Subject to Article 6.7, none of the members of the Group shall take, or agree or commit to take:

(a) any of the actions set forth in Part B of Schedule 6 without the prior approval of Investor Representatives having at least 66 2/3% of the votes in the Investors' Committee (a "Requisite Majority") as determined pursuant to Article 6.6.1 (excluding any Investor Representative otherwise explicitly prevented from voting with respect to such matter by the terms of this Agreement).

(b) any of the actions set forth in Part C of Schedule 6 without the prior approval of Investor Representatives having at least a simple majority of the votes of the Investors' Committee as determined pursuant to Article 6.6.1 (excluding any Investor Representative otherwise explicitly prevented from voting with respect to such matter by the terms of this Agreement).

The Investors acknowledge and agree that the provisions of this Article 6.6.4 that are applicable to VNU and its subsidiaries (with such modifications as may be agreed by the Investors' Committee in its sole discretion) shall be incorporated into the VNU Supervisory Board Rules to the extent determined by the Investors Committee after consulting with Dutch counsel to the Group so as to require the prior approval of the VNU Supervisory Board for actions by VNU or its subsidiaries.

6.7 Approvals in this Agreement

For avoidance of doubt, if this Agreement requires or authorizes a certain transaction then separate or additional approval of the Investors' Committee under Articles 6.6.3 and 6.6.4 shall not be required.

7. INDEMNIFICATION

7.1 Indemnification

7.1.1 Luxco agrees to indemnify, pay, protect and hold harmless each Luxco Manager, each Investor Representative, each member of each Intermediate Holdco Board, each VNU Director (who is designated by any Investor in accordance with Article 4.1.1), each Investor and its shareholders, members, partners and Affiliates and its and their respective Representatives (collectively, the "Indemnitees") from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, proceedings, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, all reasonable costs and expenses of attorneys, defense, appeal and settlement of any and all suits, actions or proceedings instituted or threatened against any Indemnitee) and all costs of investigation in connection therewith (collectively, "Losses") which may be imposed on, incurred by, or asserted against the Indemnitee in any way relating to or arising out of, or alleged to relate to or arise out of, any action or inaction on the part of the Indemnitee when acting on behalf of any member of the Group in any capacity, including as a member of any Board or committee thereof.

In any action, suit or proceeding against any Indemnitee relating to or arising, or alleged to relate or to arise, out of any such action or non-action, the

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Indemnitee shall have the right jointly to employ, at the expense of Luxco, counsel of the Indemnitee's choice, which counsel shall be reasonably satisfactory to Luxco, in such action, suit or proceeding. If joint counsel is so retained, an Indemnitee may nonetheless employ separate counsel, but at such Indemnitee's own expense. If an Indemnitee is determined by a court, tribunal or other relevant body to have committed fraud or to have acted with gross negligence or to have been guilty of wilful misconduct, the Indemnitee shall reimburse all the expenses paid by Luxco on its behalf under this paragraph.

7.1.2 The indemnification rights contained in this Article 7.1 will be cumulative and in addition to any and all other rights, remedies and recourse to which an Indemnitee, its heirs, successors, assignees and administrators are entitled. The indemnification provided in this Article will inure to the benefit of the heirs, successors, assignees and administrators of each of the Indemnitees.

7.1.3 The terms of this Article 7.1 shall survive the termination of this Agreement for any reason (but only with respect to events occurring during or prior to the time when this Agreement was in effect).

7.1.4 The indemnity provided by this Article 7.1 shall in no event cover damages or indemnifiable expenses to the extent they are actually paid or reimbursed by or under any applicable insurance policy or arrangement carried by or on behalf of or in favour of an Indemnitee.

7.1.5 Except as set forth in Article 7.1.1, the Parties agree that under no circumstances will any of the Investors or their respective shareholders, members, partners or Affiliates or its or their respective officers, directors, employees, agents or representatives be liable in connection with the indemnification obligations set forth herein.

7.2 Insurance by VNU

7.2.1 The Investors acknowledge and agree that they will, to the extent possible, cause Luxco, Bidco and/or VNU to procure and maintain directors' and officers' liability insurance policies for members of each Board nominated or designated by Investors.

8. ISSUES OF SECURITIES

8.1 Equal Treatment of Investors

8.1.1 In the event that any New Securities are proposed to be issued, or any contracts, commitments, agreements, understandings or arrangements of any kind are proposed to be entered into relating to the issuance of any New Securities to any Investor or any Affiliate of any Investor (excluding, for the avoidance of doubt, any member of the Group), then all Investors shall have the right (the "Pre-emptive Right") to subscribe up to a number of New Securities, at the same price and on the same terms as each other Investor, such that such Investor would, after the issuance of all such New Securities (on an “as converted” basis), hold the same proportionate interest of the issued and then outstanding Units (including any New Securities on an “as converted” basis) as was held, directly or indirectly, by such Investor immediately prior to the issuance of such New Securities (the "Proportionate Percentage"). The detailed terms of and the process applicable to the exercise by an Investor of its Pre-emptive Right shall be determined by the Investors'

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Committee in its decision to authorise the proposed issue of New Securities or the proposed entering into of the contract, commitment, agreement, understanding or arrangement that gives rise to that Pre-emptive Right.

8.1.2 For the avoidance of doubt, Investors shall have no Pre-emptive Rights with respect to any issue of New Securities to any Person which is not an Investor or an Affiliate of an Investor.

9. TRANSFERS

9.1 Limitations on Transfer

9.1.1 No Investor may Transfer any Units other than in accordance with the provisions of this Article 9 or Article 10 and all applicable securities laws and regulations. In the event of any purported Transfer by an Investor of any Units in violation of this Agreement, such purported Transfer will be void and of no effect, and, subject to applicable law, Luxco will not, and shall cause each member of the Group not to, give effect to any such Transfer.

9.1.2 No Transfers of Units shall be permitted hereunder, other than Permitted Transfers, prior to the earlier of July 1, 2011 and an IPO, unless such Transfer has been approved by a Requisite Majority of the Investors' Committee in accordance with Article 6.6, provided, however, that the Investor Representatives designated by the Transferring Investor (or any Investor that is Affiliated with such Transferring Investor) shall not be entitled to vote on such matter, and then such Transfer shall only be made in accordance with Articles 9.1, 9.3 and 9.4, provided, further, that from July 1, 2011 but prior to an IPO, Transfers of Units may be made without such approval by the Investor's Committee provided that such Transfers are not made in violation of Articles 9.1, 9.3 and 9.4; provided, further, that following an IPO, Transfers of Units may be made, in accordance with Articles 9.3, and 10 (as applicable). Each Investor shall, as promptly as practicable, provide Luxco and the other Investors with written notice of any Transfer made in accordance with Section 9.1.2 and any Permitted Transfer.

9.1.3 (a) Each of the AlpInvest Funds represents and warrants to the other Investors, as of the date hereof, that each of the AlpInvest Funds is advised by AlpInvest Partners 2006 B.V. or AlpInvest Partners Later Stage Co-Investments Custodian IIA B.V., in its capacity of custodian of AlpInvest Partners Later Stage Co-Investments IIA C.V. Each of the Blackstone Funds represents and warrants to the other Investors, as of the date hereof, that each of the Blackstone Funds is advised by Blackstone Management Partners V L.L.C. Each of the Carlyle Funds represents and warrants to the other Investors, as of the date hereof, that each of the Carlyle Funds is advised by TC Group, L.L.C. Each of the Hellman & Friedman Funds represents and warrants to the other Investors, as of the date hereof, that each of the Hellman & Friedman Funds is advised by Hellman & Friedman LLC. Each of the KKR Funds represents and warrants to the other Investors, as of the date hereof, that each of the KKR Funds is advised by Kohlberg Kravis Roberts & Co. L.P. Each of the Thomas H. Lee Partners Funds represents and warrants to the other Investors, as of the date hereof, that each of the Thomas H. Lee Funds is advised by THL Managers V, LLC or THL Managers VI, LLC.

(b) If, as a result of any Transfer that has not been approved by the Investors Committee, any Investor ceases to be advised in accordance with Article

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9.1.3(a), then such Investor will be deemed to have Transferred its Units in violation of this Agreement and the other Parties may pursue all remedies available.

9.1.4 Each Investor agrees to vote its Shares in favour of any Permitted Transfer by another Investor or Transfer approved by the Investors' Committee in accordance with Article 6.6 and otherwise to cooperate reasonably with such other Investor in connection with such Permitted Transfer or approved Transfer to allow such Permitted Transfer or approved Transfer to be consummated, provided that such Permitted Transfer or approved Transfer is made in accordance with this Agreement.

9.1.5 Notwithstanding any other provision of this Agreement, but subject to the final sentence of this Article 9.1.5, an Investor may only Transfer Shares if, at the same time, such Investor also makes a proportionate Transfer of YFCPEC's and CPECs (and vice versa) so that the ratio of Shares to YFCPECs and CPECs held by each Investor before such Transfer shall, as closely as possible, equal the ratio of Shares to YFCPEC's and CPECs held by each Investor after such Transfer. Any provision in this Agreement referring to or permitting or requiring a Transfer of Shares shall be deemed to include a reference to (or to permit or require, as the case may be) a Transfer of the proportionate amount of YFCPEC's and CPECs (and vice versa). By way of exception to this Article 9.1.5, for the period ending on October 31, 2006, (a) AlpInvest Partners Later Stage Co-Investments II-A CV (“APLSCI II-A”) may transfer any multiple of five Luxco Shares (comprised of equal numbers of each class of such shares) to AlpInvest Partners CS Investments 2006 C.V. (“APCSI 2006”) without transferring any YFCPECs or CPECs, in order to ensure that the numbers of Luxco Shares held by each of them, respectively, more accurately reflects their respective aggregate investment in Luxco, and (b) APLSCI II-A may transfer YFCPECs to to APCSI 2006 and APCSI 2006 may transfer CPECs to APLSCI II-A, in order to ensure that they each hold numbers of CPECs and YFCPECs in proportions that match the proportions of CPECs and YFCPECs held by the other Investors.

9.1.6 If any Investor wishes to Transfer any Units to any other Person prior to the expiry of Article 9.3, such Person will be required, as a condition precedent to such Transfer, to become a party to this Agreement by executing and delivering an Accession Agreement, provided that such requirement shall not apply to any Transfer of Units (i) to Luxco, or (ii) in connection with a transaction or series of related transactions pursuant to which all of the then outstanding Units of all Investors are Transferred to one or more Third Parties. Upon executing and delivering an Accession Agreement, such Person will be deemed an "Investor" for all purposes under this Agreement, without prejudice, however, to the provisions of Article 9.1.1. Such Transfer shall require the approval of the Investors' Committee in accordance with Article 6.6.

9.2 Permitted Transfers

The following Transfers (each, a "Permitted Transfer") shall be permitted without the prior consent of the Investors' Committee:

9.2.1 any Transfer of Units by an Investor to any Person that is an Affiliated Fund of such Investor (such Person a "Permitted Transferee" of such Investor),

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provided that such Investor and such Person shall agree in a written instrument to which Luxco is a party that such Person shall re-Transfer to such Investor (or to another Permitted Transferee of such Investor) all of the Units Transferred to such Person immediately upon such Person ceasing to be a Permitted Transferee of such Investor;

9.2.2 any Transfer of Units contemplated by the Interim Investors Agreement;

9.2.3 any Transfer of Units pursuant to a Drag-Along Sale in accordance with Article 9.3; and

9.2.4 any Transfer of Units by a Tagging Person pursuant to a Tag-Along Sale in accordance with Article 9.4; and

9.2.5 any Transfer of Listed Shares pursuant to Article 10.2, 10.3, 10.6 or 10.7 (subject to any required prior consent or approval of the Investors’ Committee contained in the applicable Article).

9.3 Drag-Along

9.3.1 If Investors collectively holding more than 66 2/3% of the total number of Units outstanding (in such capacity, collectively, the "Dragging Investor") desire to Transfer to a Third Party (a "Drag-Along Purchaser") in a bona fide arm's length transaction or a series of related transactions more than 50% of the total number of Units then outstanding (treating any New Securities on an “as converted” basis) on a pro rata basis (based on the percentage of Units held by each such Investor and its Affiliated Funds) and such transfer results in a Change in Control (a "Drag-Along Sale"), each other Investor (including any Dragging Investor that is Transferring less than its pro rata portion of Units, as described below, a "Dragged Investor") shall, if required by the Dragging Investor in accordance with the provisions of Article 9.3.2, Transfer to the Drag-Along Purchaser a pro rata portion of its Units (based on the number of Units proposed to be Transferred by the Dragging Investor stated as a percentage of the total number of Units then held by the Dragging Investor) on the same terms and conditions that apply to the Transfer by the Dragging Investor pursuant to the Drag-Along Sale (including purchase price per Unit, purchase price adjustments, form of consideration, time of payment, escrow funding arrangements, representations, warranties, covenants, indemnities and other agreements in each case that pertain specifically to itself, provided that (x) if the Drag-Along Sale involves a direct Transfer of Units by the Investors, such representations and warranties shall not be broader in scope than what is customary for a sale transaction of this type and size executed by the Dragging Investor, unless, in the good faith determination of the Dragging Investor, the Drag-Along Sale would not be consummated unless such representations and warranties are included or the terms and conditions of the Drag-Along Sale, taken as a whole, will be more favourable to all of the Investors if such representations and warranties are included, (y) all representations, warranties and indemnities shall be made by the Dragging Investor and the Dragged Investors severally and not jointly and (z) no Investor’s liability shall exceed such Investor’s proceeds from the sale).

9.3.2 The Dragging Investor may require each Dragged Investor to Transfer up to a pro rata portion of its Units to a Drag-Along Purchaser in connection with a Drag-Along Sale by giving written notice to such Dragged Investor no later than 15 Business Days prior to the closing date for such Drag-Along Sale (a

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"Drag-Along Notice"); provided that, if the Dragging Investor requires any Dragged Investor to Transfer a portion of its Units to a Drag-Along Purchaser in connection with a Drag-Along Sale, it shall require each Dragged Investor to transfer its pro rata portion of its Units to such Drag-Along Purchaser. The Drag-Along Notice shall (x) indicate that the Dragging Investor requires that such Dragged Investor Transfer a pro rata portion of its Units to the Drag-Along Purchaser in connection with the Drag-Along Sale pursuant to the provisions hereof and (y) provide the name of the Drag-Along Purchaser, specify the number of Units proposed to be Transferred by the Dragging Investor (including as a percentage of the total number of Units then held by the Dragging Investor) and describe the principal terms and conditions of the Drag-Along Sale. The Dragging Investor will deliver or cause to be delivered to each Dragged Investor copies of all definitive transaction documents relating to the Drag-Along Sale promptly after the same become available. Each Dragged Investor shall take all actions reasonably necessary, desirable or appropriate to consummate the Drag-Along Sale, as requested by the Dragging Investor, including executing powers of attorney reasonably necessary or appropriate to facilitate closing the Drag-Along Sale, voting its Units in favour of, consenting to and raising no objections to such Drag-Along Sale. If and to the extent the costs and expenses incurred by the Dragging Investor and/or each Dragged Investor in connection with the Drag-Along Sale (collectively, "Drag-Along Sale Costs") are not reimbursed or paid by the Drag-Along Purchaser, Luxco shall reimburse and/or pay the Drag-Along Sale Costs to the fullest extent permitted by law, provided that the Dragging Investor and each Dragged Investor will be responsible for its pro rata share (based on the number of Units actually Transferred by it relative to the total number of Units actually Transferred in such Drag-Along Sale) of the Drag-Along Sale Costs to the extent not so paid by the Drag-Along Purchaser or Luxco, and provided further that the engagement by any Dragged Investor of any professional adviser in connection with the Drag-Along Sale, other than legal counsel, shall not be reimbursable. Each Dragged Investor agrees to permit the Dragging Investor to calculate the total Drag-Along Sale Costs and to determine the pro rata participation of such costs, and to deduct such pro rata amounts from any proceeds payable pursuant to Article 9.3.1 above if the Dragged Investors are required to pay any Drag-Along Sale Costs.

9.3.3 If, in connection with a Drag-Along Sale, the proposed Drag-Along Purchaser desires (for its structuring, tax or other commercial reasons) to acquire, instead of Units, all of the shares of any Intermediate Holdco or VNU held, directly or indirectly, by Luxco, then the Parties agree that the Dragging Investor shall be entitled to cause the Drag-Along Sale to be structured as a sale of the shares of any Intermediate Holdco or VNU, or as a merger, business combination or similar transaction, but only if, as a result, the consideration payable to the Investors (indirectly through the selling entity) is in the form of cash or freely marketable securities listed on a major securities exchange only and if the Drag-Along Sale results in the complete exit by such Investors of their investment in the Units, and the rights of the Parties described in this Article 9.3 shall apply to such transaction mutatis mutandis so that, upon completion of any such sale of shares to such Drag-Along Purchaser, or any such merger, business combination or similar transaction, the cash proceeds of such transaction, are distributed promptly to the Dragging Investor and each Dragged Investor in proportion to their Units in

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any manner consistent with the principles described in Article 10.1.2 below, and provided that such transaction would not reduce in any material respect the post-tax proceeds received by any Investor compared to the post-tax proceeds that would have resulted from the acquisition of Units, as determined by the financial and tax advisers of the Group (following reasonable consultation with the financial and tax advisers of each Investor).

9.3.4 This Article 9.3 shall terminate following an IPO at the time the Investors collectively cease to hold, directly or indirectly through Luxco or any Intermediate Holdco, more than 50% of the Listed Shares.

9.4 Tag-Along

9.4.1 In the event any Investor (the "Tag-Along Seller") proposes to Transfer any of its Units (other than (x) any Permitted Transfer (other than a Permitted Transfer pursuant to Article 9.2.4) or (y) any Transfer to Luxco) (a "Tag-Along Sale") to any Person (a "Tag-Along Purchaser"), then the Tag-Along Seller shall give written notice (a "Tag-Along Notice") to each other Investor (collectively, "Tag-Along Beneficiaries") within 5 Business Days after the execution of the definitive agreement relating to the Tag-Along Sale, which notice shall (x) indicate that the Tag-Along Seller is notifying each such Tag-Along Beneficiary of the opportunity to Transfer its Units to the Tag-Along Purchaser in connection with the Tag-Along Sale pursuant to the provisions hereof and (y) provide the name of the Tag-Along Purchaser, specify the number of Units proposed to be purchased by the Tag-Along Purchaser and the number of Units proposed to be Transferred by the Tag-Along Seller and describe the principal terms and conditions of the Tag-Along Sale (the "Tag-Along Offer"), including the proposed price thereof and a description of any non-cash consideration. Subject to the provisions of Article 9.4.2, each Tag-Along Beneficiary shall be entitled to require the Tag-Along Seller to procure that the Tag-Along Purchaser purchases from such Tag-Along Beneficiary the number of Units equal to its Tag-Along Portion, as described below, on the same terms and conditions that apply to the Transfer by the Tag-Along Seller pursuant to the Tag-Along Sale (including purchase price per Unit, purchase price adjustments, form of consideration, time of payment, escrow funding arrangements, representations, warranties, covenants, indemnities and other agreements in each case that pertain specifically to itself, provided that all representations, warranties and indemnities shall be made by the Tag-Along Seller and the Tagging Persons (as defined below) severally and not jointly). The Tag-Along Seller will deliver or cause to be delivered to each Tag-Along Beneficiary copies of all transaction documents relating to the Tag-Along Sale promptly after the same become available.

9.4.2 Each Tag-Along Beneficiary may exercise the right described in Article 9.4.1 (a "Tag-Along Right"), by written notice ("Tag-Along Response Notice") given to the Tag-Along Seller and Luxco no later than 10 Business Days after its receipt of the Tag-Along Notice (the "Tag-Along Notice Period;" each Tag-Along Beneficiary which timely so notifies the Tag-Along Seller, a "Tagging Person"). Each Tag-Along Response Notice shall specify the number of Units proposed to be Transferred by the applicable Tag-Along Beneficiary. The number of Units which the Tag-Along Seller and each Tagging Person may include in the Tag-Along Sale shall be calculated as follows:

(a) if the aggregate number of Units proposed to be Transferred by the Tag-Along Seller and all Tagging Persons in such Tag-Along Sale as set forth in the Tag-Along Notice and the Tag-Along Response Notices does not exceed the number of Units that the Tag-Along Purchaser is willing to purchase, then the Tag-Along Seller and each Tagging Person may sell the number of Units as set forth in the Tag-Along Notice (in the case of the Tag-Along Seller) or the Tag-Along Response Notices (in the case of the Tagging Persons);

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(b) if the aggregate number of Units proposed to be Transferred by the Tag-Along Seller and all Tagging Persons in such Tag-Along Sale as set forth in the Tag-Along Notice and the Tag-Along Response Notices exceeds the number of Units that the Tag-Along Purchaser is willing to purchase, then the Tag-Along Seller and each Tagging Person shall be entitled to include in the Tag-Along Sale only up to the lesser of (i) its Tag-Along Portion of Units and (ii) the number of Units proposed to be Transferred by it as specified in the Tag Along Offer (in the case of the Tag-Along Seller) or in its Tag-Along Response Notice (in the case of a Tagging Person) (the "Maximum Allocation");

(c) if any Units remain unallocated after applying the cut-back requirement in paragraph (b) above, then such unallocated Units shall be allocated pro rata based on the total number of Units proposed to be included by the Tag-Along Seller and each Tagging Person if such Person shall have elected to sell more than its Tag-Along Portion in the Tag-Along Notice (in the case of the Tag-Along Seller) or its Tag-Along Response Notice (in the case of a Tagging Person), but in no event shall any such Person be required to sell more than its Maximum Allocation; and

(d) for the purposes of this Article 9.4, "Tag-Along Portion" means, for the Tag-Along Seller or any Tagging Person in connection with any Tag-Along Sale, the number of Units proposed to be acquired by the Tag-Along Purchaser multiplied by a fraction, the numerator of which is the number of Units owned by the Tag-Along Seller or the Tagging Person, as the case may be, and the denominator of which is the aggregate number of Units owned by the Tag-Along Seller and all Tagging Persons, collectively (in each case, treating any New Securities on an “as converted” basis).

Subject to the provisions of Article 9.4.4, delivery of a Tag-Along Response Notice by a Tagging Person shall constitute an irrevocable acceptance of the Tag-Along Offer by such Tagging Person with respect to the number of Units proposed to be Transferred by the applicable Tagging Person therein. Subject to the provisions of Article 9.4.4, at the termination of the Tag-Along Notice Period, if a Tag-Along Beneficiary shall not have elected to participate in the Tag-Along Sale by delivery of a Tag-Along Response Notice, such Tag-Along Beneficiary shall be deemed to have waived its Tag-Along Rights in respect of such Tag-Along Sale.

9.4.3 Each Tag-Along Response Notice shall include wire transfer instructions for payment of any cash consideration as part of the purchase price for the Units to be Transferred in such Tag-Along Sale. Each Tagging Person shall deliver to the Tag-Along Seller (or its designated agent), no later than 5 Business Days prior to the proposed closing date for the Tag-Along Sale, a power of

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attorney authorizing the Tag-Along Seller to Transfer such Units on the terms set forth in the Tag-Along Notice, together with any other documents necessary to Transfer rights and title to the Units. Failure to deliver such documents in time shall result in forfeiture of such Tagging Person’s Tag-Along Right with respect to such Tag-Along Sale and a re-determination of the Tag-Along Portion attributable to the other Tagging Persons, if applicable, if such failure materially adversely affects the ability of the Tag-Along Seller and other Tagging Persons to close the Tag-Along Sale as and when contemplated.

9.4.4 In the event of a material change of the Tag-Along Offer (it being understood that any increase of the price payable per Unit by more than 5% of the original price shall be deemed a "material beneficial change" and any decrease of the price payable shall be deemed a "material adverse change"), the Tag-Along Seller shall (i) (if such change is a material adverse change) give written notice of such change to each Tagging Person, which shall have the right to revoke its election to participate in the Tag-Along Sale by providing written notice to the Company within 10 Business Days of receiving the notice of the change in terms, or (ii) (if such change is a material beneficial change) give written notice of such change to each Tag-Along Beneficiary, which shall have the right to participate in the Tag-Along Sale, in each case, by providing written notice to the Company within 10 Business Days of receiving the notice of the change in terms. Any allocation determined in accordance with Article 9.4.2 will be redetermined following any such material change and the expiration of the applicable 10 Business Day period. If for any reason the number of Units to be purchased is increased or decreased, the allocations shall be redetermined in accordance with Article 9.4.2 based upon such greater or lesser (as the case may be) aggregate number of Units to be Transferred.

9.4.5 The Tag-Along Seller shall Transfer or cause to be Transferred, on behalf of itself and as attorney for any Tagging Person pursuant to the relevant power-of-attorney in favour of the Tag-Along Seller, the Units of the Tag-Along Seller and all Tagging Persons elected to be Transferred on the closing date specified in the Tag-Along Offer (which shall occur no sooner than 20 Business Days after the date of the Tag-Along Notice, as such date may be extended in accordance therewith and as a result of any re-determination of the Tag-Along Portion attributable to Tagging Persons required by this Article 9.5, the "Tag-Along Sale Settlement Date"). Concurrently with the consummation of the Tag-Along Sale, (i) the Tag-Along Seller shall notify the Tagging Persons thereof (including identifying the manner of delivery for any non-cash consideration), and (ii) the total consideration (less any hold-back or escrow pursuant to Article 9.4.1) due to each Tagging Person shall, subject to the provisions set forth in Article 9.4.7 below, be remitted to such Tagging Person, with the cash portion of the purchase price paid by wire transfer of immediately available funds in accordance with the wire transfer instructions provided by each Tagging Person in its Tag-Along Response Notice.

9.4.6 If, on the Tag-Along Sale Settlement Date, the Tag-Along Sale is not consummated for any reason, (i) the Tag-Along Seller (or its designated agent) shall return to each Tagging Person, to the extent previously provided, the power-of-attorney that such Tagging Person delivered for Transfer pursuant to this Article 9.4 and any other documents executed by the Tagging Persons in connection with the proposed Tag-Along Sale, and (ii) no Investor

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shall conduct any Transfer of any of its Units without again complying with this Article 9.4, if and to the extent applicable. Notwithstanding anything contained in this Article 9.4, there shall be no liability on the part of the Tag-Along Seller to the Tagging Persons if the Tag-Along Sale is not consummated for any reason. Subject to the terms of any definitive transaction agreements executed in connection with a Tag-Along Sale, the decision of whether to effect a Transfer of Units pursuant to this Article 9.4 by the Tag-Along Seller, or to terminate any such transaction prior to consummation, is in the sole and absolute discretion of the Tag-Along Seller.

9.4.7 The rights and obligations of the Tag-Along Seller and/or Tagging Persons in respect of a Tag-Along Sale are subject to the following additional conditions:

(a) each Tagging Person shall take all such actions as may be reasonably necessary, desirable or appropriate to consummate the Tag-Along Sale, as requested by the Tag-Along Seller;

(b) each Tagging Person shall be bound by the same terms and conditions (to the extent set forth in the penultimate sentence of Article 9.4.1) that apply to the Transfer by the Tag-Along Seller pursuant to the Tag-Along Sale;

(c) if and to the extent the costs and expenses incurred by the Tag-Along Seller and/or each Tagging Person in connection with the Tag-Along Sale (collectively, "Tag-Along Sale Costs") are not reimbursed or paid by the Tag-Along Purchaser, Luxco shall reimburse and/or pay the Tag-Along Sale Costs to the fullest extent permitted by law. The Tag-Along Seller and each Tagging Person will be responsible for its pro rata share (based on the number of Units actually Transferred by it relative to the total number of Units actually Transferred in such Tag-Along Sale) of the Tag-Along Sale Costs to the extent not so paid, provided that the engagement by any Tagging Person of any professional adviser in connection with the Tag-Along Sale, other than legal counsel, shall not be reimbursable. Each Tagging Person agrees to permit the Tag-Along Seller to calculate the total Tag-Along Sale Costs, to determine the pro rata participation of such costs, and to deduct such pro rata amounts from any proceeds payable pursuant to Article 9.4.5 above if the Tag-Along Sellers are required to pay any Tag-Along Sale Costs.

9.4.8 This Article 9.4 shall terminate upon an IPO, except with respect to any Transfer executed as a Privately Negotiated Transaction.

10. IPO AND PUBLIC OFFERING RIGHTS

10.1 Structural Considerations

10.1.1 The Parties currently intend that, should an IPO be effected, the issuer of shares offered in such IPO would be one of the Intermediate Holdcos or VNU and not Luxco, although the Investors Committee may designate any other member of the Group as an issuer of shares offered in such IPO as well (such issuer, "Issuer"). At any time before or after such IPO, upon the affirmative vote of the Investors' Committee as described below, Luxco shall take any such actions necessary, appropriate or desirable, and may cause any Intermediate Holdco to take any such actions, (a) to liquidate, dissolve, wind up or otherwise terminate itself or any Intermediate Holdco or merge Luxco

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and one or more Intermediate Holdcos or merge Intermediate Holdcos (or do any of the foregoing with or involving VNU) and/or (b) to reorganize or recapitalize itself or any Intermediate Holdco (or VNU or any other member of the Group) (each, a "Reorganization Transaction"), in each case, so as to optimize the corporate structure as is appropriate in light of tax, legal or other professional advice received by Luxco in connection with an IPO. In connection with any Reorganization Transaction, the Investors may receive shares or other securities of any class issued by any member of the Group so that each Investor is in the same position with respect to its rights to the assets and earnings of Luxco and its direct and indirect subsidiaries by way of a dividend or distribution in kind or in exchange for or otherwise in replacement of Units (collectively, "Replacement Securities"). The term "Units", whenever used in this Agreement (unless the context otherwise requires), shall be deemed to include any such Replacement Securities when issued. The transactions described in this Article 10.1.1 are subject to the prior approval of the Investors' Committee under Article 6.6.4.

10.1.2 In the event that, following an IPO, Luxco or any Intermediate Holdco continues to exist as a direct or indirect parent of Issuer and the Investors do not directly hold shares of the same class and series of Issuer as those that have been, or are proposed to be, publicly listed ("Listed Shares"), then, in order to permit the sale by Investors of Listed Shares and receipt of the proceeds therefrom as contemplated by this Article 10, the Parties agree that Luxco shall take any actions necessary, appropriate or desirable, as determined by the Investors’ Committee, and shall cause each Intermediate Holdco or VNU or other member of the Group, as the case may be, to take any such actions, to enable each Investor to realize the benefit of liquidity afforded by the existence of a market for Listed Shares and the provisions of this Article 10, including, by (a) selling, or causing the sale of, Listed Shares up to a number equal to (i) the total number of Listed Shares directly held by any member of the Group multiplied by (ii) the percentage interest directly or indirectly owned by such Investor in the relevant member of the Group (as the case may be) as may be permitted pursuant to the applicable provisions of Article 10 (such number of Listed Shares that could be sold in each such case, the "Assumed Number") and (b) distributing to such Investor, or causing the distribution to such Investor of, the cash proceeds received from the sale or the Assumed Number of Listed Shares. The Parties agree that the distribution of such cash proceeds to an Investor on whose behalf Listed Shares have been sold shall be effected in a prompt and efficient manner, as determined by the Investors’ Committee, which may be (i) through a repurchase, redemption or repayment of each such Investor's Units, (ii) through a Reorganization Transaction (which would apply to a sale by all of the Investors such that the aggregate cash proceeds from the sale of Listed Shares are distributed to each Investor based on such Investor's Assumed Number of Listed Shares sold and the remaining assets of Luxco are distributed to each Investor pro rata to its remaining investment in Luxco after deducting the proceeds received by each Investor from its Assumed Number of Listed Shares so sold), or (iii) in any other manner, provided that each Investor (whether selling or not selling) is placed in the same position with respect to its rights to the assets and earnings of Luxco and its direct and indirect subsidiaries as it would have been had all of the Investors directly held Listed Shares.

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10.1.3 Subject to the prior approval of the Investors' Committee (to the extent required), each Investor shall take, and shall instruct its representative(s), nominee(s) or designee(s), as the case may be, on the Investors' Committee, on each Board and on any committee thereof to take, any and all action within its power as may be necessary, appropriate or desirable to effect, or to cause Luxco, any Intermediate Holdco, VNU or any other member of the Group to effect, the transactions described in this Article 10.1.

10.2 Piggyback Offerings

10.2.1 Right to Participate in Piggyback Offerings. Subject to Article 6.6, if at any time the Investors' Committee approves and authorizes an IPO, the Investors' Committee may also determine whether such IPO is to be effected as a primary offering by Issuer, a secondary offering by the Investors, or a combined primary and secondary offering, and if the IPO includes a secondary offering, the aggregate number of Listed Shares which may be included therein by or on behalf of the Investors (such amount, the "Investors' IPO Number"). If the Investors' Committee so determines to permit Investors to include their Listed Shares in any IPO, or to include their Listed Shares in any subsequent offering of Listed Shares by Issuer, excluding (i) an offering on a registration statement on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes and (ii) a registration statement with respect to corporate reorganizations under Rule 145 of the Securities Act or any similar rule or successor rule promulgated for similar purposes (each, a "Piggyback Offering"), then each Investor Representative will promptly notify the Investors whom he represents on the Investors' Committee, and each Investor shall have the right (the "Piggyback Right") to request (a "Piggyback Request") that Issuer either (a) if Investors then hold Listed Shares directly, to include in such Piggyback Offering Listed Shares held by such Investor, or (b) if Investors do not then hold Listed Shares directly, to include in such Piggyback Offering on behalf of such Investor Listed Shares directly held or issued by Luxco or any other member of the Group and to distribute proceeds thereof as contemplated by Article 10.1.2. For purposes of this Article 10.2, unless otherwise specified, references to "Listed Shares" of an Investor shall be deemed to include references to Listed Shares directly held or issued by Luxco or by any other member of the Group offered or to be offered on such Investor's behalf as contemplated by Article 10.1.2. Any such Piggyback Request must be made by written notice to Issuer from the requesting Investor (a "Piggybacking Investor") within 15 Business Days after the receipt of any decision by the Investors' Committee to extend a Piggyback Right (which Piggyback Request shall specify the number of Listed Shares intended to be included). Upon receipt of any such Piggyback Request, Issuer will, and Luxco and each Intermediate Holdco (as applicable) shall cause the Issuer to, use its reasonable best efforts to take such steps as are necessary or appropriate under the laws, regulations and rules of the Selected Offering Jurisdiction to include in such Piggyback Offering all of the Listed Shares that have been requested to be included in such Piggyback Offering by each Piggybacking Investor and by each other Person that has a similar right to participate in a Piggyback Offering (such Persons, together with the Piggybacking Investors, collectively, the "Piggybacking Holders"); provided that:

(a) the following allocation rules shall apply:

(i) if the aggregate number of Listed Shares proposed to be sold by the Piggybacking Investors in such Piggyback Offering as set forth in the Piggyback Requests exceeds the Investors' IPO Number, then each Piggybacking Investor shall be entitled to include in the Piggyback Offering only up to the lesser of (x) its Pro Rata Portion of Listed Shares as specified in its Piggyback Request and (y) the number of Listed Shares proposed to be sold by it or on its behalf as specified in its Piggyback Request;

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(ii) if any Listed Shares remain unallocated after applying the cut-back requirement in clause (i) above, then such unallocated Listed Shares shall be allocated among Piggybacking Investors that have elected to sell more than their respective Pro Rata Portion pro rata based on the total number of Listed Shares proposed to be included by each such Piggybacking Investor; and

(iii) for the purposes of this Article 10.2.1, "Pro Rata Portion" means, for any Piggybacking Investor, the Investors' IPO Number multiplied by a fraction, the numerator of which is the number of Listed Shares owned by such Piggybacking Investor and the denominator of which is the total number of Listed Shares owned by all Piggybacking Investors;

(b) if, at any time after determining to pursue a Piggyback Offering and prior to the date that the Applicable Offering Document is approved or declared effective by the Applicable Regulatory Authority, the Investors’ Committee shall determine for any reason not to proceed with such Piggyback Offering, Issuer may, at its election, give written notice of such determination to each Piggybacking Holder and, thereupon, shall be relieved of its obligation to include any Listed Shares in such Piggyback Offering (but not from its obligation to pay any Offering Expenses incurred in connection therewith); and

(c) if such Piggyback Offering by Issuer is underwritten, all Piggybacking Holders must sell their Listed Shares to the underwriters selected by the Investors' Committee on the same terms and conditions as apply to Issuer, including entering into a customary underwriting agreement, including the allocation between the firm commitment and the underwriters' over-allotment option, except for such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings.

Any Piggybacking Holder may elect to revoke the inclusion of its Listed Shares in such Piggyback Offering or may elect to modify the number of Listed Shares requested to be included in such Piggyback Offering, by delivering notice in writing to Issuer (and, if such Piggyback Offering is underwritten, to the managing underwriters), no later than 2 Business Days prior to the date of printing of the preliminary Applicable Offering Document, unless, in the case of an underwritten Piggyback Offering, such revocation or modification (when considered together with any revocations or modifications by other Piggybacking Holders) would not, in the reasonable opinion of the managing underwriters, necessitate the re-circulation of an amended version of the preliminary Applicable Offering Document.

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10.2.2 Priority in Issuer Public Offerings. If any Piggyback Offering is underwritten and the managing underwriters advise Issuer in writing that, in their opinion, the number of shares proposed to be sold by Issuer for its own account in such offering, together with the number of shares requested by Piggybacking Holders to be included in such offering, exceeds the number which can be sold without having an adverse effect on the price or distribution of the securities proposed to be sold in or the timing of such offering (the "Maximum Offering Size"), then the number of shares to be included in such offering shall be reduced to the Maximum Offering Size, and Issuer will include in such offering: (a) first, up to 100% of the number of shares proposed to be sold by Issuer for its own account and (b) second, to the extent such number of shares proposed to be sold by Issuer for its own account is less than the Maximum Offering Size (the "Remaining Shares"), the number of Listed Shares that the Piggybacking Holders have requested to be included in such Issuer Public Offering, allocated pro rata among the Piggybacking Holders. Each Piggybacking Holder's pro rata allocation shall be determined by multiplying (i) the number of Remaining Shares by (ii) a fraction, the numerator of which is the number of Listed Shares then held by such Piggybacking Holder and the denominator of which is the aggregate number of Listed Shares then held by all Piggybacking Holders, collectively, provided that any Listed Shares thereby allocated to any Piggybacking Holder that exceeds such Piggybacking Holder’s request will be reallocated among the remaining Piggybacking Holders in the same manner, up to the number of Listed Shares that such Investor requested in their Piggyback Request.

10.2.3 Selection of Holders' Counsel. A majority of the Piggybacking Investors in any Piggyback Offering shall be entitled to select Holders' Counsel for such Piggyback Offering.

10.3 Requested Offerings

10.3.1 Request by Requesting Holders. Subject to the limitations set out in Article 10.3.3, (a) during the first two years following consummation of an IPO by Issuer, Investor(s) holding at least 50% of the Voting Interest then held by all Investors, (b) during the third year following consummation of an IPO by Issuer, Investor(s) holding at least 33  ¹/3% of the Voting Interest then held by all Investors, and (c) thereafter, any group of Affiliated Investors as a whole (which may be as few as one Investor if it does not have any Affiliates that are Investors) (in each case, the "Requesting Holders") may request (an "Offering Request") Issuer to act to permit a Public Offering (provided that such Public Offering shall not be on Form S-3 without the prior consent of the Investors’ Committee) of either (x) if such Requesting Holders then hold Listed Shares directly, all or part of such Requesting Holders’ Listed Shares, or (y) if such Requesting Holders do not then hold Listed Shares directly, Listed Shares directly held or to be issued by Luxco or any other member of the Group representing all or part of such Requesting Holders’ Listed Shares as contemplated by Article 10.1.2, in each case, in the Selected Offering Jurisdiction for trading on the relevant Selected Securities Exchange and specifying the amount and intended method of disposition thereof (a "Requested Offering"). In this Article 10.3.1, unless the context otherwise requires, references to "Listed Shares" of an Investor shall be deemed to include Listed Shares offered or to be offered on such Investor's behalf as contemplated by Article 10.1.2, and any proceeds of any such sale of Listed Shares shall be distributed to such Investor as contemplated by Article 10.1.2.

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Upon receipt of any such Offering Request, Issuer shall, and Luxco and each Intermediate Holdco (as applicable) shall cause the Issuer to, use its reasonable best efforts to take such steps as are necessary or appropriate under the laws, regulations and rules of the Selected Offering Jurisdiction to effect, as expeditiously as possible, the Requested Offering of the Requesting Holders’ Listed Shares, and to include in such Requested Offering the Listed Shares requested to be included in such Requested Offering by other Participating Investors in accordance with Article 10.3.2 and by each other Person that has a similar right to participate in a Requested Offering (such Persons, together with the Participating Investors, collectively, the "Participating Holders") and to complete the other actions contemplated by this Article 10.3. If such Requested Offering is underwritten, the Listed Shares to be sold by the Requesting Holders and any Participating Holders shall be allocated on the same terms and conditions between the firm commitment and the underwriters' over-allotment option in accordance with market practice after consultation with the managing underwriters, if any. The Requesting Holders, the Investors Committee and Issuer shall consult and cooperate reasonably with one another throughout the offering process to coordinate the timing of the proposed Requested Offering. At any time prior to the date that the Applicable Offering Document is approved or declared effective by the Applicable Regulatory Authority (or, where this is sufficient under applicable law, is filed with the Applicable Regulatory Authority), the Requesting Holders (acting together) may revoke or modify their Offering Request, without liability to any other Participating Holder, by providing notice of such revocation or modification to Issuer and the Investors Committee (and, if such Requested Offering is underwritten, to the managing underwriters). A Requested Offering involving a Selected Offering Jurisdiction other than the jurisdiction in which the IPO was conducted or involving a Selected Securities Exchange other than the securities market on which the Listed Shares are listed shall be subject to the prior approval of the Investors' Committee. The Investors’ Committee shall be entitled to select the managing underwriters. For avoidance of doubt, the provisions of this Article 10.3.1 do not apply in respect of any sale of Listed Shares in accordance with Article 10.6.

10.3.2 Right to Participate in Requested Offerings. Within 5 Business Days following receipt of an Offering Request, Issuer will notify all other Investors of such Offering Request. Each such other Investor may request (each, a "Participating Investor"), by delivery of notice to Issuer, that Issuer will include in such Requested Offering either (a) if such Participating Investor then holds Listed Shares directly, the number of such Participating Investor's Listed Shares specified in its notice, or (b) if such Participating Investor does not then hold Listed Shares directly, the number of Listed Shares directly held or to be issued by Luxco or any other member of the Group, on behalf of such Participating Investor as specified in such notice, provided, in either case, that Issuer receives such notice within 10 Business Days following receipt of Issuer's notice. Any Participating Investor may elect to revoke the inclusion of its Listed Shares in such Requested Offering or may elect to modify the number of Listed Shares requested to be included in such Requested Offering, by delivering notice in writing to the Requesting Holders, Issuer (and, if such Requested Offering is underwritten, to the managing underwriters), no later than 2 Business Days prior to the date of printing of the preliminary Applicable Offering Document, unless, in the case of an

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underwritten Requested Offering such revocation or modification (when considered together with any revocations or modifications by other Participating Investors) would not, in the reasonable opinion of the managing underwriters, necessitate the re-circulation of an amended version of the preliminary Applicable Offering Document.

10.3.3 Limitations on Requested Offerings. Notwithstanding the foregoing, Issuer shall not be obligated to take steps to effect a Requested Offering:

(a) following the third anniversary of the consummation of an IPO by Issuer, within a period of six months after the date of any other Offering Request;

(b) if, with respect thereto, the managing underwriters, the Applicable Regulatory Authority or the laws, regulations and rules thereof of the Selected Offering Jurisdiction would require the conduct of an audit of Issuer (other than the regular audit conducted by Issuer at the end of its fiscal year, in which case the filing may be delayed until the completion of such regular audit), unless such audit is approved by the Investors' Committee;

(c) if the Investors’ Committee determines, in its good faith judgment, that the Requested Offering would have an adverse effect on a then contemplated offering of Listed Shares, in which case Issuer may postpone the filing of the Applicable Offering Documents with respect to the Requested Offering during the period starting with the 30^th day immediately preceding the date of the anticipated filing, and ending on a date ninety (90) days following the effective date of the Applicable Offering Documents relating to such other contemplated public offering; provided that neither the Investors’ Committee nor the Issuer shall postpone the filing of the Applicable Offering Documents with respect to any Requested Offering pursuant to this paragraph more than once in any 360 day period; or

(d) if Issuer is in possession of material non-public information and the Investors' Committee determines in good faith that disclosure of such information would be materially detrimental to Issuer or its shareholders, in which case the filing of the Applicable Offering Document may be delayed until the earlier of the second Business Day after such conditions shall have ceased to exist and the 90^th day after receipt by Issuer of the related Offering Request.

10.3.4 Priority in Requested Public Offerings. If a Requested Offering is underwritten and the managing underwriters advise the Requesting Holders in writing that, in their opinion, the number of Listed Shares proposed to be sold by or on behalf of the Requesting Holders and any Participating Holders in such Requested Offering, together with the number of Listed Shares that Issuer proposes to sell for its own account in such Requested Offering, exceeds the Maximum Offering Size, then the number of Listed Shares to be included in such Requested Offering shall be reduced to the Maximum Offering Size and Issuer will include in such Requested Offering: (a) first, up to all of the Listed Shares proposed to be sold by or on behalf of the Requesting Holders and the Participating Holders, allocated pro rata among them, and (b) second, to the extent such number of Listed Shares proposed to

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be sold by or on behalf of the Requesting Holders and the Participating Holders is less than the Maximum Offering Size, the number of Listed Shares that Issuer proposes to sell for its own account. The pro rata allocation for each of the Requesting Holders and the Participating Holders shall be determined by multiplying (i) the number of Listed Shares equal to the Maximum Offering Size by (ii) a fraction, the numerator of which is the number of Listed Shares then held by or to be offered by Issuer on behalf of such Requesting Holder or Participating Holder and the denominator of which is the aggregate number of Listed Shares then held by or to be offered by Issuer on behalf of the Requesting Holders and the Participating Holders (provided that any Listed Shares thereby allocated to any Holder that exceeds such Holder’s request will be reallocated among the remaining Requesting Holders and Participating Holders in the same manner), up to the number of Listed Shares that such Investor requested in their Piggyback Request.

10.3.5 Number of Offering Requests. Subject to the procedures, requirements and limitations in Article 10.3.1, Article 10.3.3 and Article 10.5.1, Investors shall be entitled to make an unlimited number of Offering Requests.

10.3.6 Offering Expenses. Issuer will pay all Offering Expenses in connection with each Requested Offering. Requesting Holders and Participating Holders will pay all underwriting discounts and commissions and transfer taxes, if any, with respect to the Listed Shares that such Requesting Holder or Participating Holder, as applicable, sells.

10.3.7 Additional Rights. Neither Luxco nor any other member of the Group shall grant any public offering rights to any Person that include provisions inconsistent with or designed to circumvent the provisions of this Article 10, without the prior approval of the Investors' Committee.

10.4 Obligations of Issuer in Connection with Public Offerings

In connection with each Public Offering conducted in accordance with this Article 10, Issuer:

10.4.1 shall use its reasonable best efforts to prepare the Applicable Offering Document and any other documentation and file the Applicable Offering Document with the Applicable Regulatory Authority including, if applicable, any amendments or supplements thereto and to procure that the Applicable Offering Document is declared or becomes effective and remains effective for 120 days or until the contemplated method of distributions is complete under the laws, regulations and rules of the Selected Offering Jurisdiction;

10.4.2 shall take all reasonable care to ensure that the information contained in any preliminary Applicable Offering Document and the Applicable Offering Document, other than (i) information relating to any Selling Holder and (ii) information for which any other Person (other than any Selling Holder) takes responsibility in the Applicable Offering Document and for which Issuer does not take responsibility, is accurate and complete and does not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and shall give reasonable consideration to any comments of each Selling Holder regarding the information disclosed in any preliminary Applicable Offering Document and the Applicable Offering Document, provided such comments are given in a timely manner;

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10.4.3 shall furnish to each Selling Holder such number of copies as requested by such Selling Investor of the Applicable Offering Document as filed with the Applicable Regulatory Authority;

10.4.4 shall furnish to each Selling Holder copies of any stop orders, injunctions, notices or other correspondence with the Applicable Regulatory Authority concerning any preliminary Applicable Offering Document or the Applicable Offering Document, and with respect to any such stop orders or injunctions, use its reasonable efforts to obtain the withdrawal of such stop order or injunction at the earliest possible moment and provide immediate notice to each Selling Holder of such withdrawal;

10.4.5 shall notify each Selling Holder at any time when a supplement or amendment is required to be delivered in relation to any preliminary Applicable Offering Document or the Applicable Offering Document, in order to ensure that such document does not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and shall deliver a copy of such supplement or amendment to each Selling Holder as promptly as possible;

10.4.6 shall make available to each Selling Investor such information and documents concerning Issuer as any Selling Investor reasonably may request in connection with such Public Offering, subject to any applicable confidentiality restrictions;

10.4.7 shall use its reasonable efforts to furnish, at the request of any Selling Investor, on the date that its Listed Shares are delivered to the underwriters for sale, or, if such securities are not being sold through underwriters, on the date that such securities are sold, (i) an opinion, dated as of such date, of one or more counsel to Issuer in form and substance as is customarily given to underwriters in an underwritten public offering and reasonably satisfactory to such Selling Investor, addressed to the underwriters, if any, and to such Selling Investor and (ii) a letter dated as of such date, from the independent auditors of Issuer, in form and substance as is customarily given by independent auditors to underwriters in underwritten public offerings and reasonably satisfactory to the Selling Investor, addressed to the underwriters, if any, and if permitted by applicable accounting or relevant professional standards, to such Selling Investor, provided that such Selling Investor provides any representations reasonably required by the independent auditors;

10.4.8 shall use its reasonable efforts to take all other steps reasonably necessary, appropriate or desirable, including participation in "road shows" to effect such Public Offering and to expedite or facilitate the disposition of all Listed Shares included therein; and

10.4.9 shall pay all Offering Expenses.

Each Selling Investor shall, and the Issuer shall require each other Selling Holder to, upon receipt of any notice from Issuer concerning any stop order or injunction in connection with or the necessity of any supplement or amendment relating to any preliminary Applicable Offering Document and the Applicable Offering Document for any Public Offering in accordance with Article 10.4.4 or Article 10.4.5, shall discontinue disposition of its Listed Shares covered by such Applicable Offering Document until such Selling Investor’s or other Selling Holder's receipt of notice from Issuer as to the withdrawal of such stop order or injunction or receipt of a copy of the required supplement or amendment, as the case may be.

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10.5 Holdback

10.5.1 Investor Holdback. In the event of any Public Offering that is underwritten, each Investor agrees not to Transfer any Units (other than Permitted Transfers) or effect or request any Public Offering of any Listed Shares directly held by such Investor (or held on its behalf as contemplated by Article 10.1.2) or any option, warrant or other right to acquire Listed Shares other than (x) as part of such underwritten Public Offering or (y) pursuant to a Tender in any Tender Offer (subject to the other provisions of this Article 10), for a period commencing on the date that the underwritten Public Offering has been requested under Article 10.3 or resolved by the Board of the Issuer in the case of a primary offering and continuing for such period of time as the managing underwriters shall require, which, in any event, shall not exceed 180 days (in connection with an IPO) and 90 days (in connection with any other underwritten Public Offering) after the date of the first sale of securities under the approved or effective Applicable Offering Document, provided that, notwithstanding the foregoing,

(a) in the event that Issuer and the managing underwriters agree to release any Listed Shares of any Investor from the foregoing restriction or from any similar restriction in another arrangement, the Listed Shares of the other Investors shall be released from the foregoing restriction on a pro rata basis (based upon the percentage equal to the number of Listed Shares of such Investor that are released divided by the total number of Listed Shares then held by (or on behalf of) such Investor);

(b) the foregoing restriction shall not apply in respect of any Public Offering relating solely to Listed Shares held by (or on behalf of) Management or other employees of the Group including (i) an offering on a registration statement on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes and (ii) a registration statement with respect to corporate reorganizations under Rule 145 of the Securities Act or any similar rule or successor rule promulgated for similar purposes; and

(c) the foregoing restriction shall not restrict any Investor or its Affiliates from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, merger advisory, financing, asset management, trading, market making, arbitrage and other similar activities conducted in the ordinary course of its or such Affiliate's business.

10.5.2 Any agreement entered into after the date of this Agreement pursuant to which Luxco or any member of the Group grants rights to any Third Party (other than the underwriters of any Public Offering) similar to the rights contained in this Article 10 shall contain a provision under which such Third Party agrees to holdback restrictions no less restrictive than the foregoing holdback restrictions applicable to the Investors.

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10.6 Post-IPO Sales

In addition to rights under Article 10.2 and 10.3, following an IPO and subject to the provisions of Article 10.5, an Investor may effect (if such Investor then directly holds Listed Shares) or may request Luxco to effect, or to cause any other member of the Group to effect (if such Investor does not then directly hold Listed Shares such that its Listed Shares would be sold on its behalf as contemplated by Article 10.1.2), a sale or a distribution (in the case of clause (b) below) of Listed Shares (a) pursuant to a brokers' transaction or a transaction directly with a market maker, including a sale pursuant to Rule 144 of the Securities Act or any similar rule or successor rule promulgated for similar purposes (including sales under similar European securities laws), and executed on the Selected Securities Exchange on which the Listed Shares are listed for trading or quoted (a "Brokered Exchange Transaction"), (b) to the limited partners of such Investor (a “LP Distribution”) or (c) in a privately negotiated transaction not executed on or through the facilities of a Selected Securities Exchange (a "Privately Negotiated Transaction" and, together with a Brokered Exchange Transaction and a LP Distribution, a "Post-IPO Sale"), and Luxco shall effect, or cause any other member of the Group to effect, such Post-IPO Sale; provided that, for so long as the Investors own, in the aggregate, at least 33 1/3% of the aggregate Voting Interest owned by the Investors on the Last Settlement Date, all Post-IPO Sales shall be subject to the prior approval of the Investors’ Committee, provided further that, any Investor that ceases to hold a Voting Interest at least equal to 25% of the Voting Interest held by that Investor (in each case, together with any Affiliated Fund of that Investor) on the Last Settlement Date may sell or distribute Listed Shares pursuant to a Brokered Exchange Transaction or LP Distribution without the prior approval of the Investors’ Committee if the number of Listed Shares sold or distributed is less than 1% of the aggregate number of outstanding Listed Shares (not including Listed Shares held by the Group, the Investors or their Affiliates). The maximum number of Listed Shares an Investor may sell pursuant to a Brokered Exchange Transaction on any date (a "Trading Date") shall be limited to the number of Listed Shares that, when combined with all other Transfers of Listed Shares by or on behalf of such Investor and its Affiliated Funds (pursuant to any Brokered Exchange Transaction or otherwise) in the three-month period prior to such Trading Date, is equal to the average weekly reported trading volume of the Listed Shares on the principal Selected Securities Exchange on which the Listed Shares are traded or quoted during the four calendar weeks preceding such Trading Date, or such other number of Listed Shares as such Investor is permitted to sell pursuant to a Brokered Exchange Transaction under Rule 144 of the Securities Act or any similar rule or successor rule promulgated for similar purposes, including sales under similar European securities laws, as applicable (a "Trading Volume Limitation"). In addition to any restrictions under applicable securities laws and regulations, any Post-IPO Sale shall be subject to the provisions of any written "black-out" policy adopted by Issuer. Accordingly, an Investor shall provide reasonable prior notice to Issuer of any proposed Post-IPO Sale to be conducted or requested by such Investor, and Issuer shall, as soon as reasonably practicable, notify such Investor whether such Post-IPO Sale is then permissible under such policy.

10.7 Sales in a Tender Offer

If, following an IPO, any Person makes a public tender or exchange offer for all of the Listed Shares (a "Tender Offer"), an Investor may tender (if such Investor then directly holds Listed Shares) or may request Luxco to tender, or to cause any member of the Group to tender (if such Investor does not then directly hold Listed Shares such that its Listed Shares would be sold on its behalf as contemplated by Article 10.1.2) (collectively, "Tender") its Listed Shares in such Tender Offer.

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10.8 Acknowledgment by Subsidiaries

The Parties shall cause VNU and, as necessary, any other member of the Group to acknowledge and agree to the provisions of this Article 10 as such provisions may be applicable to it or them from time to time.

11. SUBSEQUENT SHARE ACQUISITIONS; ADDITIONAL EQUITY FUNDING

11.1 Acquisition of 100% of the Shares in VNU

It is the Parties' intention that Bidco (or its direct or indirect subsidiaries) will acquire one hundred per cent (100%) of the issued and outstanding shares in VNU and they have caused Bidco to commence a "squeeze-out" procedure in accordance with Section 2:201a of the Dutch Civil Code to achieve that aim.

11.2 Additional Equity Funding

Each of the Investors commits to invest up to the amount set forth behind its name in the tenth column of Schedule 2 (its "Remaining Equity Commitment") in additional Units as and when the Investors' Committee decides to call on such investment (wholly or partly, as the case may be) to fund the acquisition of additional shares in VNU and related costs and expenses, in accordance with Article 11.2. Any such investment shall be made in immediately available funds within 1 Business Day from each Investor being notified by the Investors' Committee to do so. Any Remaining Equity Commitment shall be called with respect to each Investor in the percentage set forth behind its name in the eleventh column of Schedule 2 and shall be in the form of a combination of additional share premium payments with respect to the Shares already held by each relevant Investor and payments made for additional YFCPECs issued to such Investor at par, in proportions corresponding to the then existing investment of such Investor (measured in monetary terms, using the same currency and a consistent exchange rate, if applicable).

11.3 Equity Syndication and Certain Reallocations Among Investors

11.3.1 The Parties acknowledge that, pursuant to the Interim Investors Agreement, THL Fund VI (Alternative) Corp. has syndicated a portion of its equity investment to THL Fund VI Equity Investors (VNU), L.P., THL Fund VI Equity Investors (VNU) II, L.P. and THL Fund VI Equity Investors (VNU) III, L.P. (collectively, the “New THL Investors”) as set out in columns four and five of Schedule 10 hereto pursuant to a Share, CPEC and YFCPEC Transfer Agreement, dated August 4, 2006, between THL Fund VI (Alternative) Corp. and the New THL Investors, and (ii) KKR VNU Millennium Limited has syndicated a portion of its equity investment to the KKR VNU Equity Investors, L.P. (the “New KKR Investors” and, together with the New THL Investors, the “New Investors”) as set out in columns two and three of Schedule 10 hereto (the “KKR Syndicated Portion”) pursuant to a Share, CPEC and YFCPEC Transfer Agreement, dated August 4, 2006, between KKR VNU Millennium Limited and the New KKR Investor.

11.3.2 The Parties acknowledge that, pursuant to the Interim Investors Agreement, each Investor listed in column one of Schedule 10 hereto under the heading “DB Syndicating Investors” (collectively, the “DB Syndicating Investors”)

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has transferred a portion of such DB Syndicating Investor’s equity investment to the New KKR Investor as set out in columns six and seven of Schedule 10 hereto and has transferred corresponding portions of its Units to the New KKR Investor (the “Transferred KKR Interests”), pursuant to a Share, CPEC and YFCPEC Transfer Agreement, dated August 4, 2006, between the New KKR Investor and the DB Syndicating Investors. The New KKR Investor hereby agrees that any Voting Interests represented by Transferred KKR Interests shall be treated under this Agreement, for purposes of determination of Voting Interests of the Investors, as if the Transferred KKR Interests were held by each of the DB Syndicating Investors in proportion to the portion of the Transferred KKR Interests transferred by each such DB Syndicating Investor (the portion of the Transferred KKR Interests allocable to each such Investor, the “KKR Allocated Portion”). With respect to any matter that is voted on by the Investors pursuant to the terms of this Agreement, the New KKR Investor shall cause the Voting Interests represented by each KKR Allocated Portion of the Transferred KKR Interests to be voted in the same manner as the Voting Interests held by the DB Syndicating Investor to which such KKR Allocated Portion has been allocated are voted with respect to such matter. The fourth column of Schedule 2 sets forth against each Investor's name the Voting Interest which it holds as of the date of this Agreement, taking into account the provisions of this Article 11.3.2. Except as set forth in Article 11.3.4 hereof, with respect to all other rights or obligations relating to the Transferred KKR Interests, including, without limitation, any economic interest or payment obligation represented by, or allocable to, the Transferred KKR Interests, all of the Transferred KKR Interests shall be treated, for all purposes under the this Agreement, as held by the New KKR Investor.

11.3.3 The Parties acknowledge that, pursuant to the Interim Investors Agreement, each DB Syndicating Investor has transferred a portion of such DB Syndicating Investor’s equity investment to the New THL Investors as set out in columns eight and nine of Schedule 10 hereto and has transferred corresponding portions of its Units to the New THL Investors (the “Transferred THL Interests”) pursuant to a Share, CPEC and YFCPEC Transfer Agreement, dated August 4, 2006, between the New THL Investors and the DB Syndicating Investors. The New THL Investors hereby agree that any Voting Interests represented by Transferred THL Interests shall be treated under this Agreement, for purposes of determination of Voting Interests of the Investors, as if the Transferred THL Interests were held by each of the DB Syndicating Investors in proportion to the portion of the Transferred KKR Interests transferred by each such DB Syndicating Investor (the portion of the Transferred THL Interests allocable to each such Investor, the “THL Allocated Portion”). With respect to any matter that is voted on by the Investors pursuant to the terms of this Agreement, the New THL Investors shall cause the Voting Interests represented by each THL Allocated Portion of the Transferred THL Interests to be voted in the same manner as the Voting Interests held by the DB Syndicating Investor to which such THL Allocated Portion has been allocated are voted with respect to such matter. Except as set forth in Article 11.3.4 hereof, with respect to all other rights or obligations relating to the Transferred THL Interests, including, without limitation, any economic interest or payment obligation represented by, or allocable to, the Transferred THL Interests, all of the Transferred THL Interests shall be treated, for all purposes under this Agreement, as held by the applicable New THL Investor.

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11.3.4 The Parties acknowledge that the Remaining Equity Commitment of AlpInvest Partners Later Stage Co-Investments II-A CV, one of the two AlpInvest Funds, is zero and that the Remaining Equity Commitment of AlpInvest Partners CS Investments 2006 C.V., the other AlpInvest Fund, shall be calculated by reference to the percentage set out in the eleventh column of Schedule 2 against the name of AlpInvest Partners CS Investments 2006 C.V. In addition, the Parties acknowledge that, notwithstanding anything to the contrary herein, the Remaining Equity Commitment of each of the New Investors is zero and that the Remaining Equity Commitment of each of the Investors other than the New Investors (collectively, the “Fund Investors”) shall be calculated by reference to the percentages set out in the eleventh column of Schedule 2 against the names of each such Fund Investor.

11.3.5 The Investors agree that they shall cause Luxco to capitalize any share premium or additional paid in a capital attributable to the Shares promptly following completion of funding of their respective Aggregate Equity Commitments. In addition, the Parties agree that, at or following the time of the issuance by Luxco of any additional Shares, YFCPECs or CPECs to any Fund Investor in connection with the funding by any such Fund Investor of its portion of any Remaining Equity Commitment, but in any event (i) promptly following capitalization of any share premium or additional paid in capital attributable to the Shares as described in the preceding sentence, and (ii) prior thereto, immediately before any distribution on, or redemption of, Shares, CPECs and YFCPECs by Luxco, the Investors shall, and shall be permitted to, transfer Shares, CPECs and YFCPECs amongst themselves in order to ensure that the number of Shares, CPECs and YFCPECs held by each of the Investors more accurately reflects their respective aggregate equity investment in Luxco (calculated in US dollars).

In accordance with the foregoing paragraph, each Investor agrees to take or cause to be taken any and all actions necessary or desirable to facilitate a transfer by any Investor of equity interests in Luxco permitted or required by this Article 11.3.5 (and, for the avoidance of doubt, such actions shall include, without limitation, (i) causing any Luxco Manager or Investor Representative appointed by such Investor or its Affiliated Funds, as applicable, to acknowledge and approve any such transfer, (ii) approval of any such transfer at any general meeting of shareholders where such approval is submitted to a vote of shareholders, and (iii) causing such transfer to be recorded in the shareholders register of Luxco).

11.3.6 Prior to the implementation of any final transfers by the Investors of equity interests pursuant to Article 11.3.5 or Article 11.3.7, the Investors acknowledge and agree that they may hold Shares, YFCPECs and CPECs in relative proportions other than those required by Article 9.1.5. The Investors intend that the Shares, YFCPECs and CPECs that they hold will be held on a proportionate basis as required by Article 9.1.5 following completion of the transfers of equity interests contemplated by Article 11.3.5 and Article 11.3.7.

11.3.7 The Investors also acknowledge and agree that certain KKR Funds, on the one hand, and certain Thomas H. Lee Partners Funds, on the other hand, have

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transferred, and intend to transfer, Units held by such KKR Funds and such Thomas H. Lee Partners Funds, respectively, among the KKR Funds, in the first case, and among the Thomas H. Lee Partners Funds, in the second case, in connection with the funding of equity commitments from investors in the KKR Funds and the Thomas H. Lee Partners Funds and the incurrence and repayment of certain obligations that the KKR Funds and the Thomas H. Lee Partners Funds used to finance portions of their respective Aggregate Equity Commitments pending completion of such funding and in connection with the equity syndication described in Articles 11.3.1, 11.3.2 and 11.3.3.

12. REPRESENTATIONS AND WARRANTIES

12.1 Representations and Warranties of the Investors

Each Investor, severally and not jointly, represents and warrants to the other Investors, as of the date hereof, as follows:

(h) Organization. Such Investor is an entity duly organized and validly existing under the laws of the jurisdiction of its organization.

(i) Authority. Such Investor has full power and authority to enter into, execute and deliver this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by such Investor and no other proceedings by or on behalf of such Investor will be necessary to authorize this Agreement or the consummation of the transactions contemplated hereby. This Agreement constitutes the valid and binding obligations of such Investor enforceable against it in accordance with its terms, except as the enforceability thereof may be limited by (i) bankruptcy, insolvency, reorganization or other similar laws affecting enforcement of creditors' rights generally and (ii) subject to general principles of equity.

(j) No Legal Bar. The execution, delivery and performance of this Agreement by such Investor and the consummation of the transactions contemplated hereby will not (i) violate (x) the organizational documents of such Investor or (y) any law, treaty, rule or regulation applicable to or binding upon such Investor or any of its properties or assets or (ii) result in a breach of any contractual obligation to which such Investor is a party or by which it or any of its properties or assets is bound, in the case of each of clauses (i)(y) and (ii) in any respect that would reasonably be expected to have a material adverse effect on the ability of such Investor to perform its obligations hereunder.

(k) Litigation. There is no civil, criminal or administrative action, suit, demand, claim, hearing, notice of violation or investigation, proceeding or demand letter pending, or to the knowledge of such Investor threatened, against such Investor, which if adversely determined would reasonably be expected to have a material adverse effect on the ability of such Investor to perform its obligations hereunder.

(l) Information. Such Investor has been given the opportunity to (i) ask questions and receive satisfactory answers concerning the terms and conditions of the transactions contemplated hereby and (ii) obtain additional information which such Investor and its representatives deem necessary, in each case in order to evaluate the merits and risks of executing and delivering this Agreement. Such Investor has not relied upon any statement, printed material or other information given or made by or on behalf of Luxco that is contrary to information contained in this Agreement.

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(m) Securities Not Registered. Such Investor has acquired securities of Luxco solely for its own account, for investment purposes and not with a view to, or for sale in connection with, the distribution thereof other than as permitted under the Securities Act and the rules and regulations promulgated thereunder. Such Investor is (i) an investor with such knowledge and experience in business and financial matters as will enable it to evaluate the merits and risks of the transactions contemplated hereby, (ii) able to bear the economic risk of an investment in Luxco and its subsidiaries and (iii) able to bear the risk of loss of its entire investment in Luxco and its subsidiaries.

(n) No Other Representations. Except for the representations and warranties contained in this Article 12, neither such Investor, nor any other Person or entity acting on behalf of such Investor, makes any representation or warranty, express or implied.

13. ADDITIONAL COVENANTS AND AGREEMENTS

13.1 Advisory Services Agreement

Bidco and the Investor Fund Managers have entered into an advisory services agreement in the form attached as Part A of Schedule 7 (as amended from time to time, the "Advisory Services Agreement"). Each of ACN Holdings Inc. and VNU, Inc. have entered into an advisory services agreement with Bidco in the forms attached as Part B of Schedule 7 (as amended from time to time, the "Bidco Advisory Services Agreements").

13.2 Directors' Fees and Expenses

Luxco shall pay to each representative of an Investor who serves as Luxco Manager, and shall cause each member of the Group on which any representative of an Investor sits as a director, to pay to such representative, (a) a director's fee in an amount per annum that is deemed appropriate by the Investors' Committee for companies of similar size and standing by the appropriate board of such relevant entity with the affirmative vote of directors appointed or designated by each Investor, provided that if any such board seat is held by more than one such representative in any given 12-month period for which such director's fee is payable, such fee shall be pro rated among such representatives based on the actual number of days served in such board seat during such 12-month period by such representatives, and (b) all out-of-pocket travel expenses incurred by such representative in the performance of his duties as a director, including, without limitation, in connection with attendance at board and committee meetings by such representative.

13.3 Certain Tax Matters

13.3.1 All of the Investors shall use their reasonable best efforts to cause Luxco not to conduct its activities in a manner that will result in Luxco being considered under the United States Internal Revenue Code of 1986, as amended (“IRC”), to have effectively connected income with a U.S. trade or business. Luxco shall use its reasonable efforts to conduct its activities in a manner that minimizes the likelihood of Luxco being considered a “passive foreign investment company” as defined in the IRC.

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13.3.2 Luxco shall provide to each Investor such information as any such Investor may reasonably request at any time or from time to time in order to permit such Investor (i) to determine whether Luxco has been a "passive foreign investment company" or a "controlled foreign corporation" (or a corporation having a similar status) for purposes of the IRC, (ii) to determine the consequences to such Investor, or any direct or indirect investor in such Investor, of such status, and (iii) all such other information that is reasonably necessary for such Investor, or any direct or indirect investor in such Investor, to duly complete and file its income tax returns. In addition, at the request of any such Investor, Luxco shall cooperate with such Investor in making and maintaining, or permitting such Investor (or any direct or indirect investor in such Investor) to make and maintain, any election permitted under the IRC.

13.3.3 Luxco shall use its reasonable efforts to conduct its activities in a manner that makes it possible for it to benefit from the provisions of any tax treaty between Luxembourg and the United States of America, any tax treaty between Luxembourg and The Netherlands, and any other relevant tax treaties. The Investors shall cooperate with the other Investors and Luxco to determine if it is, from time to time, entitled to the benefits of any tax treaty between Luxembourg and the United States of America.

13.3.4 Any Investor that has received any gross distribution from Luxco that should have been paid net of withholding tax will reimburse Luxco to the extent the Luxembourg tax authorities have claimed such withholding taxes from Luxco as a result thereof.

13.3.5 Notwithstanding anything in this Agreement to the contrary, the Parties will use their reasonable efforts to procure that Luxco will, to the maximum extent practicable, make any distributions to the Investors in the form of a redemption of YFCPECs or CPECs or payment of yield on YFCPECs or CPECs and not in the form of dividends on Shares. For avoidance of doubt, the foregoing restriction will not apply at such time as no YFCPECs or CPECs remain outstanding. In addition, if a distribution in the form of dividends on Shares (with or without a contemporaneous distribution in the form of redemption of YFCPECs or CPECs) would not reduce in any material respect the post-tax proceeds receivable by any Investor (taking into consideration the tax consequences resulting from such dividend on Shares compared to the tax consequences that would have resulted from a redemption of YFCPECs or CPECs or payment of yield on YFCPECs or CPECs), as determined by the tax advisers of the Group (following reasonable consultation with the tax advisers of each Investor), then, notwithstanding the foregoing restriction, the Investors' Committee may approve such distribution in the form of repurchases of, or dividends on, Shares (with or without a contemporaneous distribution in the form of redemption of YFCPECs or CPECs).

13.4 Corporate Opportunities

13.4.1 Each Investor shall cause each Investor Representative, Luxco Manager or VNU Director designated by it or its Affiliated Funds to recuse themselves from all deliberations of the Board, and neither Luxco nor any other member of the Group shall have any obligation to provide to any such Investor Representative, Luxco Manager or VNU Director any information, regarding

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any acquisition, disposition, investment or similar transaction that the member of the Group elects to pursue at any time after the date of this Agreement (as determined by the Investors’ Committee, a "Corporate Opportunity") if such Investor or one of its Affiliates is competing with or is otherwise adverse to the Group with respect to such Corporate Opportunity. Each Investor Representative, Luxco Manager or VNU Director who is aware that the Investor which has designated him or an Affiliated Fund of that Investor is or is contemplating pursuing a Corporate Opportunity, shall himself withdraw from the deliberations of the Board in accordance with this Article 13.4.1, without however having to disclose any information regarding that Corporate Opportunity or the plans which the relevant Investor or its Affiliated Fund has with respect to that Corporate Opportunity, if such information is not in the public domain or otherwise known to the Board.

13.4.2 If any Investor or its Affiliates consummates a transaction that at anytime after the date of this Agreement constituted a Corporate Opportunity, such Investor shall cause each Investor Representative, Luxco Manager or VNU Director designated by it or its Affiliated Funds to recuse themselves from all future deliberations of each Board and the Investors' Committee relating to, and no member of the Group shall have any obligation to provide to any such Investor Representative, Luxco Manager or VNU Director any information regarding, that portion of the Group's business as competes or would reasonably be expected to compete with the Corporate Opportunity concerned (a "Competing Action"). The consent of the Investor Representative(s), Luxco Manager(s) or VNU Director(s) designated by such Investor or any of its Affiliate Funds shall not be required for authorising, effecting or validating any transactions in connection with such Corporate Opportunity or Competing Actions. In addition, each Investor shall, and shall cause any Investor Representative, Luxco Manager or VNU Director designated by its or any of its Affiliated Funds to, keep confidential any information regarding any Corporate Opportunity, including the existence of such potential acquisition, disposition, investment or similar transaction, that such Investor or Investor Representative, Luxco Manager or VNU Director learns about as a result of its participation in any Board and in the Investors' Committee in accordance with Article 13.7.2.

13.5 Non-Competition

For so long as an Investor or any of its Affiliates has the right to designate any Investor Representative, Luxco Manager or VNU Director pursuant to this Agreement, such Investor, its Affiliates, all Persons Controlled by that Investor or by any of that Investor's Affiliates and any “group” (as determined under Section 13(d)(3) of the Exchange Act) of which such Investor or any of its Affiliates is a member will be prohibited from owning, managing, operating, controlling or participating in the ownership, management, operation or control of any Person listed in Schedule 9 hereto (as such Schedule may be amended from time to time by a Requisite Majority of the Investors' Committee, a "Named Competitor"), unless consented to by a Requisite Majority of the Investors’ Committee, provided that:

13.5.1 This Article 13.5 shall not prohibit any Person from acquiring or holding a passive investment in any Named Competitor, which (a) does not represent more than 5% of the aggregate amount of equity invested in that Named Competitor, (b) does not entitle the holder to more than 5% of any pro rata distribution of profits or capital made by that Named Competitor, (c) does not

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entitle the holder to exercise more than 5% of the votes exercisable at a general meeting of shareholders of that Named Competitor, (d) does not include and is not otherwise combined with any entitlement to appoint any directors, officers, observers or other representatives to any body or committee of that Named Competitor or any Affiliate of that Named Competitor (and no director, employee or other representative of the Investor concerned or any Affiliate of that Investor holds any position on any such body or committee as a matter of fact), and (e) is not in any way subject to any agreement or arrangement made between the Investor concerned or any Affiliate of that Person and any other shareholder of or investor in that Named Competitor;

13.5.2 This Article 13.5 shall not prohibit any Investor which is a fund of funds to make or hold a non-Controlling investment in a fund which in turn has an investment in a Named Competitor or otherwise engages in an activity that would constitute a breach of this Article 13.5 if that fund was an Investor; and

13.5.3 In the event that an Investor or an Affiliate of an Investor acts in breach of this Article 13.5:

(a) Article 13.4.2 shall apply mutatis mutandis to the Investor concerned and to all other Investors which are Affiliated with that Investor (treating such Named Competitor as a Competing Enterprise thereunder); and

(b) To the extent that the occurrence of such breach is not reasonably within the control of the Investor concerned, any of its Affiliates or any person Controlled by that Investor or by any of that Investor's Affiliates, no other remedies shall be available to the other Parties. In all other circumstances, unless such breach is promptly (and in any event within three (3) Business Days following its occurrence) and completely cured by the Investor or Investors concerned, the Investor or Investors concerned shall be considered in material breach of this Agreement and liable for all damages resulting therefrom, and the other Parties may seek specific enforcement or injunctive relief against such Investor or Investors, in accordance with Article 14.7.

13.6 Non-Solicitation

Each Investor shall not (and shall use its reasonable efforts to procure that its Affiliates do not), initiate or conduct any discussions about future employment with, or employ, any member of Management, without the prior written consent of the Investors’ Committee (such consent not to be unreasonably withheld), and shall not make any offers to this effect to such Persons; provided that the foregoing shall not be construed to prohibit solicitation for employment or employment of any such Person (a) resulting from general advertisements for employment conducted by such Investor or (b) six months following cessation of such Person's employment with the Group without any encouragement by such Investor.

13.7 Access to Information, Financial Statements, Confidentiality and Public Announcements

13.7.1 Each of the Parties hereto agrees to use its commercially reasonable efforts to cause each of Luxco and VNU (and, if reasonably recommended by United States counsel to an Investor, any other member of the Group) to enter into a letter agreement granting any Investor that so requests "management rights" as defined in U.S. Department of Labour Regulation section 2510.3-101(d).

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13.7.2 The following shall apply with respect to confidentiality:

(a) Each Investor agrees to hold in strict confidence all Information furnished to it and the terms of this Agreement (collectively, "Confidential Information"). Subject to applicable law, an Investor may disclose any Confidential Information to (x) any of its Representatives and (y) any member of the Group or its directors, management or advisers (collectively, "Authorized Recipients"). Confidential Information shall not include any information that (i) is or becomes generally available to the public other than as a result of an unauthorized disclosure by an Investor, (ii) is or becomes available to an Investor or any of its Authorized Recipients on a non-confidential basis from a third party source (other than any other Investor or its Representatives or any Person described in clause (y) above), which source, to the best knowledge of such Investor (after reasonable inquiry), is not bound by a duty of confidentiality to any Investor or its Representatives or any Person described in clause (y) above in respect of such Confidential Information or (iii) is independently developed by an Investor. If an Investor or any of its Authorized Recipients is required by law or regulation or any legal or judicial process to disclose any Confidential Information, or disclosure of Confidential Information is requested by any governmental authority having authority over such Investor, such Investor shall promptly notify Luxco and the other Investors of such requirement so that Luxco may at its own expense oppose such requirement or seek a protective order and request confidential treatment thereof. If such Investor or such Authorized Recipient is nonetheless required, or such a request nonetheless remains outstanding, to disclose any such Confidential Information, such Investor or Authorized Recipient may disclose such portion of such Confidential Information without liability hereunder.

(b) An Investor may disclose Confidential Information in connection with any proposed Permitted Transfer by such Investor or any other proposed Transfer of Units by such Investor to a Third Party provided that such Transfer is permitted by this Agreement and provided that such Third Party enters into a confidentiality agreement or for the benefit of Luxco to hold any such information in strict confidence and to not use such information for any purpose other than such Transfer and specifying that Luxco shall be entitled to enforce such confidentiality agreement.

13.7.3 The Parties are aware that, as long as VNU shall have shareholders other than Bidco and/or any other entity which is directly or indirectly a Wholly-Owned Subsidiary of Luxco ("Minority VNU Shareholders"), any material non-public information provided by VNU or any of its subsidiaries to Bidco or any Affiliate or direct or indirect shareholder of Bidco may also need to be provided to those Minority VNU Shareholders. The Parties shall seek to minimise such provision of non-public information to persons other than VNU Directors and shall take appropriate measures and agree appropriate arrangements to ensure that the provision of non-public information to VNU Directors and the use of such information by VNU Directors shall not result in any requirement to provide such information also to any other Person,

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including any Minority VNU Shareholders. The VNU Supervisory Board Rules shall allow, to the maximum extent permitted by applicable law, the VNU Directors to share non-public information received by them with other Representatives of the Investor on whose nomination they have been appointed.

13.7.4 No public announcement or press release concerning the business of the Group or this Agreement or any of its provisions shall be made by any Party (or any Affiliate thereof), without the prior consent of the Investors' Committee, which may also be given in general terms with respect to categories of announcements. This provision shall not prohibit any public announcement or press release required to be made by any applicable laws or regulations, provided that such Party (or such Affiliate) that is making such announcement shall, to the extent practicable, consult with the other Parties concerning the timing and content of such announcement before such announcement is made and shall give a copy thereof to the other Parties at the same time as, or as soon as reasonably practicable after, the making of such announcement.

13.8 Standstill

For so long as any outstanding shares in the share capital of VNU (other than treasury shares) are held by any Persons other than Bidco (or a Wholly-Owned Subsidiary thereof), each Investor agrees that it will not, and shall procure that each of its Affiliates will not, acquire, directly or indirectly, any share in the share capital of VNU (other than the acquisition by Luxco or its wholly-owned subsidiaries of such shares). Notwithstanding the previous sentence, following an IPO, an Investor and its Affiliates may purchase in the public markets, in the aggregate, Listed Shares constituting less than 3% of the outstanding Listed Shares.

14. MISCELLANEOUS

14.1 Waiver; Amendment

This Agreement may be amended, supplemented or otherwise modified only by a written instrument executed by each Investor holding at least 1% of the then outstanding Units so long as any such amendment, supplement or modification does not impose any material additional burden on Luxco, Dutch Holdco or Bidco (as determined by the Investors' Committee in accordance with Article 6.6.4), in which event the written instrument must also be executed by Luxco, Dutch Holdco or Bidco, as applicable, provided that the Parties agree to amend, supplement or otherwise modify this Agreement as may be necessary to comply with the laws, regulations and rules of any Selected Offering Jurisdiction and the rules of the relevant Selected Securities Exchange in connection with an IPO and provided, further, that any amendment that disproportionately affects any Investor shall require the consent of such Investor. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and executed by the Party so waiving. Except as provided in the preceding sentence, no action taken pursuant to this Agreement, including any investigation by or on behalf of any Party, will be deemed to constitute a waiver by the Party taking such action of compliance with any covenants or agreements contained herein. The waiver by any Party hereto of a breach of any provision of this Agreement will not operate or be construed as a waiver of any subsequent breach.

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14.2 Effectiveness; Termination

14.2.1 This Agreement shall become effective on the date hereof and, subject to Article 14.2.2, shall terminate and be of no further force or effect upon the earlier of (a) the written agreement of all Parties hereto and (b) following an IPO, if and when the Investors collectively cease to hold, indirectly through Luxco or any Intermediate Holdco, at last 33  ¹/3% of the Listed Shares, except as otherwise provided in Article 9.4.8. At the time an Investor ceases to hold any Units, or holds Units representing less than 1% of all Units outstanding at that time, such Investor shall cease to be a Party to and be bound by this Agreement.

14.2.2 Notwithstanding any termination of this Agreement in its entirety or in respect of any Investor pursuant to Article 14.2.1, (i) the provisions of Articles 13.4 and 13.7.2 shall survive for a period of one year, (ii) the provisions of Article 7 shall survive until the latter of one year after the liquidation of Luxco and the final resolution of any claims thereunder, and (iv) this Article 14 shall survive indefinitely.

14.2.3 The Parties agree that fees payable to any Investor Fund Manager pursuant to the Advisory Services Agreement shall be in proportion to the Voting Interests controlled by the Affiliated Funds of such Investor Fund Manager.

14.2.4 This Agreement supersedes and replaces the Interim Investors Agreement in its entirety. The Parties are released from any and all obligations and liabilities under the Interim Investors' Agreement and shall have no obligation or liability thereunder, except to the extent of any rights or obligations accrued thereunder up to the date hereof.

14.3 Notices

Any notices or other communications required or permitted hereunder to a Party shall be sufficiently given if in writing and either (i) personally delivered, (ii) sent by registered or certified mail, return receipt requested, postage prepaid, (iii) sent by overnight delivery service such as DHL, (iv) sent by facsimile transmission or electronic mail, with verbal or electronic confirmation of receipt, and addressed (x) for the Investors, Luxco and the Intermediate Holdcos, as set forth in Schedule 8, or (z) for any new Investor, as contained in the Accession Agreement or other written instrument pursuant to which such New Investor becomes a Party to this Agreement, or, in each case, to such other address as the relevant Party shall have given notice of pursuant hereto. All such notices and other communications shall be deemed to have been given and received (i) if by personal delivery, on the day of such delivery; (ii) if by registered or certified mail, on the seventh day after the mailing thereof, (iii) if by overnight delivery service such as DHL, on the next Business Day; and (iv) if by facsimile transmission or electronic mail, on the day that verbal or electronic confirmation of receipt by the recipient is obtained from the recipient.

14.4 Applicable Law

This Agreement shall be governed by and shall be construed in accordance with the laws of the State of New York, except to the extent that the matter in question is mandatorily required to be governed by Luxembourg law or Dutch law, in which case it will be governed by the applicable provisions of such law.

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14.5 Disputes

All actions arising out of or relating to this Agreement shall be heard and determined exclusively in any New York state or federal court sitting in the Borough of Manhattan of The City of New York (other than with respect to an appeal from such courts to a higher court outside of the State of New York). The Parties hereby (a) submit to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan of The City of New York for the purpose of any action arising out of or relating to this Agreement brought by any Party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action is brought in an inconvenient forum, that the venue of the action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any of the above-named courts. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.

14.6 Assignment

Except as permitted in this Agreement, the rights and obligations under this Agreement may not be Transferred by any Investor hereto, in whole or in part, to any Third Party, and any purported Transfer without such consent shall be void and unenforceable. Without the prior approval of the Investors’ Committee, the rights and obligations under this Agreement of any other Party hereto may not be Transferred, and any purported Transfer without such approval shall be void and unenforceable. The rights and obligations hereunder, including without obligation the right to nominate, designate or appoint any member of any of the Boards or any committee thereof, or remove any such nominee, designee or appointee, are personal to each Investor or group of Affiliated Investors entitled to do so hereunder and may not be assigned to any Person except with the prior approval of the Investors' Committee, provided that each Investor shall be permitted to assign any such right to one or more of its Affiliates.

14.7 Specific Performance

Each Party acknowledges and agrees that money damages would not be a sufficient remedy for any breach of the provisions of this Agreement. In the event of a breach of this Agreement by a Party which breach threatens irreparable harm to any other Party, such non-breaching Party may seek specific enforcement or injunctive relief from any court of competent jurisdiction, which remedies shall not limit, but shall be in addition to, all other remedies that the non-breaching Parties may have at law or in equity.

14.8 Fiduciary Duties; Exculpation Clause

To the maximum extent permitted by law, no Investor and no Representative shall have a fiduciary or similar duty to the other Investors, to any members of the Group or to any shareholder, creditor, employee or other stakeholder of any member of the Group, and each Investor (on behalf of itself, its Representatives), Luxco and each Intermediate Holdco hereby waives any claim relating to a breach of fiduciary or similar duty it has or may have in connection with any action or inaction by any Investor or any such Representative. Without limiting the foregoing, to the maximum

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extent permitted by law, none of the Investors and none of the representatives, nominees, designees or other Representatives of any Investor on the Investors' Committee, any Board or any board of any other member of the Group or, in each case, any committee thereof shall have any liability for breach or alleged breach of fiduciary or similar duty to the Investors, to any member of the Group or to any shareholder, creditor, employee or other stakeholder of any member of the Group and is and shall be fully exculpated from all such liability. Each of the Parties hereby waives any and all claims it has or may have relating to any such breach or alleged breach of fiduciary or similar duty. The foregoing shall not be deemed to limit the obligations of the Investors under this Agreement.

14.9 No Recourse

Only the Parties shall have any obligation or liability under this Agreement. Notwithstanding anything that may be expressed or implied in this Agreement, no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current or future Representative of any Investor or any current or future direct or indirect shareholder, member, general or limited partner or other beneficial owner of any Investor or any of their respective Representatives, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any such Person for any obligation of any Investor under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.

14.10 Further Assurances

The Parties will sign such further documents, cause such further meetings to be held, adopt such resolutions and do and perform and cause to be done such further acts and things as may be necessary in order to give full effect to this Agreement, the transactions contemplated by this Agreement and every provision thereof.

14.11 Several Obligations

The obligations of each of the Parties under this Agreement shall be several and not joint.

14.12 Third Parties

This Agreement does not create any rights, claims or benefits inuring to any Person that is not a Party hereto nor create or establish any third party beneficiary hereto.

14.13 Entire Agreement

This Agreement and the schedules hereto represent the entire understanding and agreement of the Parties and supersede all prior agreements, understandings and arrangements (whether written or oral) among the Parties with respect to the subject matter hereof. Each Party acknowledges that it has not made or relied on any representation or warranty other than those specifically set forth herein.

14.14 Titles and Headings

The headings contained in this Agreement are for reference purposes only and will not affect the meaning or interpretation of this Agreement.

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14.15 No Other Agreements

None of the Investors has entered or will enter into any agreement or arrangement of any kind with any Person in respect of such Investor's Units which is inconsistent with this Agreement.

14.16 Binding Effect

This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, successors and permitted assigns.

14.17 Severability

Should any provision of this Agreement be invalid or unenforceable, in whole or in part, or should any provision later become invalid or unenforceable, this shall not affect the validity of the remaining provisions of this Agreement which shall not be affected and shall remain in full force and effect.

14.18 Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Any counterpart or other signature hereupon delivered by facsimile shall be deemed for all purposes as constituting good and valid execution and delivery of this Agreement by such Party.

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IN WITNESS WHEREOF the Parties hereto have duly executed this Agreement as of the date first above written.

[EXECUTION PAGES FOLLOW AT THE END OF THE DOCUMENT]

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SCHEDULE 1

INVESTORS

AlpInvest Funds

AlpInvest Partners CS Investments 2006 C.V

AlpInvest Partners Later Stage Co-Investments II-A CV

Blackstone Funds

Blackstone Capital Partners (Cayman) V LP

Blackstone Family Investment Partnership (Cayman) V LP

Blackstone Family Investment Partnership (Cayman) V-A LP

Blackstone Participation Partnership (Cayman) V LP

Carlyle Funds

Carlyle Partners IV Cayman, L.P.

CP IV Coinvestment Cayman, L.P.

CEP II Participations Sarl SICAR

Hellman & Friedman Funds

Hellman & Friedman Capital Partners V (Cayman), L.P.

Hellman & Friedman Capital Partners V (Cayman Parallel), L.P.

Hellman & Friedman Capital Associates V (Cayman), L.P.

KKR Funds

KKR VNU (Millenium) Limited

KKR MILLENNIUM FUND (OVERSEAS) L.P.

KKR VNU Equity Investors, LP

Thomas H. Lee Funds

THL Fund VI (Alternative) Corp.

THL Parallel Fund VI (Alternative) Corp.

THL DT Fund VI (Alternative) Corp.

THL Coinvestment Partners, L.P.

Putnam Investment Holdings, LLC

Putnam Investments Employees' Securities Company III LLC

THL Fund V (Alternative) Corp.

THL Parallel Fund V (Alternative) Corp.

THL Cayman Fund V (Alternative) Corp.

Thomas H. Lee Investors, Limited Partnership

Putnam Investment Holdings, LLC

Putnam Investments Employees' Securities Company I LLC

Putnam Investments Employees' Securities Company II LLC

THL (Alternative) Fund V, LP

THL Equity Fund VI Investors (VNU), L.P.

THL Equity Fund VI Investors (VNU) II, L.P.

THL Equity Fund VI Investors (VNU) III, L.P.

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EX-10.2

Exhibit 10.2

LIMITED LIABILITY PARTNERSHIP

ALPINVEST PARTNERS

THE BLACKSTONE GROUP

THE CARLYLE GROUP

HELLMAN & FRIEDMAN

KOHLBERG KRAVIS ROBERTS & CO.

THOMAS H. LEE PARTNERS

VALCON ACQUISITION HOLDING (LUXEMBOURG) S.A.R.L.

CENTERVIEW PARTNERS HOLDINGS LLC

INVESTMENT AGREEMENT

REGARDING

VALCON ACQUISITION HOLDING (LUXEMBOURG) S.A.R.L.

(INDIRECT PARENT OF VNU GROUP B.V.)

6 NOVEMBER 2006

Clifford Chance LLP

Droogbak 1A

1013 GE Amsterdam

The Netherlands

CONTENTS

Clause			Page
1.	Definitions and Interpretation		5
	1.1	Definitions	5
	1.2	Interpretation	9
2.	Sale or Issue of Units		10
	2.1	Options; Number of Units to be Acquired by Centerview	10
	2.2	Closing	10
	2.3	Reasonable Efforts; Termination	13
3.	Representations and Warranties		13
	3.1	Representations and Warranties of All Investors	13
	3.2	Additional Representations and Warranties of Centerview	15
	3.3	Representations and Warranties of Luxco	15
4.	Corporate Governance		16
	4.1	Shareholders Agreement	16
	4.2	Voting Rights on Units	16
	4.3	Board Representation	17
5.	Transfers of Units		18
	5.1	Limitation on Transfers	18
	5.2	Permitted Transferees	18
	5.3	Unwinding of Transaction under Certain Circumstances	19
	5.4	Drag-Along, Tag-Along and Piggyback Rights	20
	5.5	Additional Applicable Provisions of the Shareholders Agreement	20
6.	Additional Covenants and Agreements		21
	6.1	Corporate Opportunities	21
	6.2	Non-Competition	21
	6.3	Non-Solicitation	22
	6.4	Confidentiality and Public Announcements	22
7.	Miscellaneous		24
	7.1	Waiver; Amendment	24
	7.2	Effectiveness; Termination	24
	7.3	Fees	24
	7.4	Notices	25
	7.5	Applicable Law	25
	7.6	Disputes	25
	7.7	Assignment	26
	7.8	Specific Performance	26
	7.9	Further Assurances	26
	7.10	Several Obligations	26
	7.11	Third Parties	26
	7.12	Entire Agreement	26
	7.13	Titles and Headings	27
	7.14	No Other Agreements	27
	7.15	Binding Effect	27
	7.16	Severability	27
	7.17	Counterparts	27
SCHEDULE 1		Sponsors	36

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SCHEDULE 2	Numbers of Units if Closing Occurs Before January 31, 2007	37
SCHEDULE 3	Ownership of Units	38
SCHEDULE 4	Shareholders Agreement	39
SCHEDULE 5	Luxco Articles of Association	40
SCHEDULE 6	Option Performance Vesting Targets and Schedule	41
SCHEDULE 7	Terms and Conditions CPECs	42
SCHEDULE 8	Terms and Conditions YFCPECs	43

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INVESTMENT AGREEMENT

This Investment Agreement (this “Agreement”), is made as of November 6, 2006 among:

(1) Each of the AlpInvest Funds (as listed in Schedule 1, together “AlpInvest”);

(2) Each of the Blackstone Funds (as listed in Schedule 1, together “Blackstone”);

(3) Each of the Carlyle Funds (as listed in Schedule 1, together “Carlyle”);

(4) Each of the Hellman & Friedman Funds (as listed in Schedule 1, together “Hellman & Friedman”);

(5) Each of the KKR Funds (as listed in Schedule 1, together “KKR”);

(6) Each of the Thomas H. Lee Partners Funds (as listed in Schedule 1, together “Thomas H. Lee Partners”);

(7) VALCON ACQUISITION HOLDING (LUXEMBOURG) S.A.R.L., a private limited company (société à responsabilité limitée) incorporated under the laws of Luxembourg, having its registered office at 59, rue de Rollingergrund, L-2440 Luxembourg, Luxembourg (“Luxco”); and

(8) CENTERVIEW PARTNERS HOLDINGS L.L.C., a limited liability company incorporated under the laws of the State of Delaware, United States of America, and having its principal place of business at 640 Fifth Avenue, New York, NY 10019, United States of America (“Centerview”).

Each of the AlpInvest Funds, the Blackstone Funds, the Carlyle Funds, the Hellman & Friedman Funds, the KKR Funds and the Thomas H. Lee Partners Funds, and their respective permitted successors and assigns, are collectively referred to herein as the “Sponsors”. The Sponsors and Centerview (and any Permitted Transferee and any Permitted Assignee, as defined in this Agreement) are collectively referred to herein as the “Investors”. The Investors and Luxco, together with any person in the future acceding to this Agreement as set forth below, are collectively referred to herein as the “Parties”.

WHEREAS:

(A) Luxco indirectly controls VNU Group B.V., a private company with limited liability organized under the laws of the Netherlands (“VNU”).

(B) On the terms and subject to the conditions set out in this Agreement, the Sponsors wish to arrange for the issue or sale to Centerview, and Centerview wishes to acquire, new or existing securities issued by Luxco for an aggregate price of USD 50 million (the “Aggregate Purchase Price”).

(C) The per unit price at which Centerview will acquire securities issued by Luxco will be denominated in US dollars and will, if the investment envisaged in this Agreement takes place before January 31, 2007, be equivalent to the per unit price paid for the relevant securities by the Sponsors, using the weighted average of the USD/EUR exchange rates that applied to the Sponsors’ investments in Luxco on the date those investments were made. If the investment envisaged in this Agreement takes place on or after January 31, 2007, that price will be increased to reflect the higher of the fair market value of the securities concerned or an annualised return of 20% on the Sponsors’ investment, as set out in more detail in the body of this Agreement.

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(D) The Investors wish to provide for certain matters relating to their ownership of interests in Luxco and its direct and indirect subsidiaries including VNU and its direct and indirect subsidiaries (collectively, the “Group”) and the governance of the Group.

NOW, THEREFORE, in consideration of the mutual agreements and covenants contained herein, the Parties agree as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

For purposes of this Agreement, the following terms shall have the following meanings:

Aggregate Purchase Price	shall have the meaning specified in the recitals to this Agreement.
Affiliate or Affiliated Fund	shall mean (a) with respect to any Investor, any other Person Controlled directly or indirectly by such Investor, Controlling directly or indirectly such Investor or directly or indirectly under the same Control as such Investor, or, in each case, a successor entity to such Investor, provided, however, that (i) Affiliate or Affiliated Fund shall not include any portfolio companies of the relevant Investor or its Affiliates and (ii) with respect to each of the AlpInvest Funds, Affiliate or Affiliated Fund shall not include Stichting Pensioenfonds ABP, Stichting Pensioenfonds voor de Gezondheid, Geestelijke en Maatschappelijke Belangen or any of their respective Affiliates; and provided further, for the avoidance of doubt, that all of the funds mentioned underneath a single heading as a group of funds in the first column of Schedule 1 shall in any event be considered Affiliates and Affiliated Funds of each other; and (b) with respect to any Person who is not an Investor, another Person Controlled directly or indirectly by such first Person, Controlling directly or indirectly such first Person or directly or indirectly under the same Control as such first Person.
Affiliated	shall have a meaning correlative to the foregoing.
Agreement	shall mean this Agreement, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof.
AlpInvest and AlpInvest Funds	shall have the meaning specified in the preamble to this Agreement.
Authorized Recipients	shall have the meaning specified in Article 6.4.1(a).
Blackstone and Blackstone Funds	shall have the meaning specified in the preamble to this Agreement.
Boards	shall have the meaning specified in Article 4.3.1.
Business Day	shall mean a day on which banks are open for business in Amsterdam, London, New York and Luxembourg (which, for avoidance of doubt, shall not include Saturdays, Sundays and public holidays in any of these cities).

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Carlyle and Carlyle Funds	shall have the meaning specified in the preamble to this Agreement.
Centerview	shall have the meaning specified in the preamble to this Agreement.
Centerview SPV	shall have the meaning specified in Article 5.2.4.
Centerview Private Equity Fund	shall have the meaning specified in Article 5.2.4.
Centerview Units	shall have the meaning specified in Article 2.1.
Closing	shall have the meaning specified in Article 2.2.2.
Closing Notice	shall have the meaning specified in Article 2.2.1.
Competing Action	shall have the meaning specified in Article 6.1.
Competing Enterprise	shall have the meaning specified in Article 6.1.
Confidential Information	shall have the meaning specified in Article 6.4.
Control	shall mean with respect to a Person (other than an individual) (i) direct or indirect ownership of more than 50% of the voting rights of such Person, or (ii) the right to appoint the majority of the members of the board of directors (or similar governing body) or to manage on a discretionary basis the assets of such Person and, for avoidance of doubt, a general partner is deemed to control a limited partnership and, solely for the purposes of this Agreement, a fund advised or managed directly or indirectly by a Person shall also be deemed to be controlled by such Person (and the terms Controlling and Controlled shall have meanings correlative to the foregoing).
Corporate Opportunity	shall have the meaning specified in Article 6.1.
CPECs	shall mean each class or series of convertible preferred equity certificates of Luxco, having the terms set forth in Schedule 7.
Dutch Holdco	shall have the meaning specified in Article 4.3.4.
Existing Confidentiality Agreement	shall have the meaning specified in Article 6.4.2.
Group	shall have the meaning specified in the recitals to this Agreement.
Hellman & Friedman and Hellman & Friedman Funds	shall have the meaning specified in the preamble to this Agreement.

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Information	shall mean the books and records of any member of the Group and information relating to such member of the Group, its properties, operations, financial condition and affairs.
Investor	shall have the meaning specified in the preamble to this Agreement.
KKR and KKR Funds	shall have the meaning specified in the preamble to this Agreement.
Luxco	shall have the meaning specified in the preamble to this Agreement.
Named Competitor	shall have the meaning specified in Article 6.2.
Option	shall have the meaning specified in Article 5.3.
Permitted Assignee	shall have the meaning specified in Article 2.2.1.
Permitted Transferee	shall have the meaning specified in Article 5.2.
Person	shall mean a natural person, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture or other entity or organization.
Primary Option	shall have the meaning specified in Article 2.1.1.
Qualified Majority	shall mean Sponsors together being able to exercise at least two thirds of the votes attached to the Shares held by all Sponsors together at that time.
Secondary Option	shall have the meaning specified in Article 2.1.2.
Shareholders Agreement	means the Shareholders Agreement to be entered into among the Sponsors, Luxco and certain wholly-owned subsidiaries of Luxco, substantially in the form of Schedule 4.
Shares	shall mean the Shares, par value €25 per share (as defined in the Luxco Articles of Association), of Luxco.
Sponsors	shall have the meaning specified in the preamble to this Agreement.
Thomas H. Lee Partners and Thomas H. Lee Partners Funds	shall have the meaning specified in the preamble to this Agreement.
Transfer	shall mean a transfer, sale, assignment, pledge, hypothecation or other disposition by a Person of a legal or beneficial interest in another Person, whether directly or indirectly, including pursuant to the creation of a

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	derivative security (other than phantom stock or similar incentive plans for employees), the grant of an option or other right, the imposition of a restriction on disposition or voting or by operation of law.
Unit Price	shall mean (i) if Closing occurs before 31 January 2007, USD 98.9635 per Share, USD 31.9404 per YFCPEC and USD 31.9404 per CPEC, respectively, which represents the same price per type of Unit as paid by the Sponsors for their initial investment in Luxco, using the weighted average of the USD/EUR exchange rates that applied to the Sponsors' investments in Luxco on the date those investments were made, or (ii) if the Closing occurs on or after 31 January 2007, the greater of (x) the fair market value of each type of Unit as determined in good faith by the board of Luxco after reasonable consultation with Centerview, and (y) a price for each type of unit that would in the aggregate imply a 20% annualized rate of return on the prices set out in part (i) of this definition over the period from 30 June 2006 up to and including the Closing.
Units	shall mean, individually and collectively, the Shares, the YFCPECs and the CPECs.
VNU	Shall have the meaning specified in the recitals to this Agreement.
VNU Supervisory Board	shall mean the supervisory board (raad van commissarissen) of VNU.
VNU Supervisory Board Rules	shall mean the supervisory board rules (commissarissen reglement) adopted by the VNU Supervisory Board in accordance with the VNU Articles from time to time.
Voting Rights	shall have the meaning specified in Article 4.2.
YFCPECs	shall mean each class and series of yield free convertible preferred equity certificates of Luxco having the terms set forth in Schedule 8.

1.2 Interpretation

(a) Whenever the words “include,” “includes” or “including” are used in this Agreement they shall be deemed to be followed by the words “without limitation.”

(b) The words “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and article, section, paragraph, exhibit and schedule references are to the articles, sections, paragraphs, exhibits and schedules of this Agreement unless otherwise specified.

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(c) The meaning assigned to each term defined herein shall be equally applicable to both the singular and the plural forms of such term, and words denoting any gender shall include all genders. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning.

(d) A reference to any Party or any party to any other agreement or document shall include such Party or party's successors and permitted assigns.

(e) A reference to any legislation or to any provision of any legislation shall include any amendment to, and any modification or re-enactment thereof, any legislative provision substituted therefor and all regulations and statutory instruments issued thereunder or pursuant thereto.

2. SALE OR ISSUE OF UNITS

2.1 Options; Number of Units to be Acquired by Centerview

Subject to the terms and conditions of this Agreement, the Parties hereby agree at the option of Luxco either:

2.1.1 to authorise and procure the issue by Luxco (the “Primary Option”); or

2.1.2 to procure the sale and transfer by the Sponsors, pro rata to their existing holdings (the “Secondary Option”)

of the following numbers of Units (collectively the “Centerview Units”):

2.1.3 a number of Shares equal to USD 500,000 divided by the Unit Price per Share, comprised of equal numbers of Class A Shares, Class B Shares, Class C Shares, Class D Shares and Class E Shares;

2.1.4 a number of CPECs equal to USD 8,068,740 divided by the Unit Price per CPEC; and

2.1.5 A number of YFCPECs equal to USD 41,431,260 divided by the Unit Price per YFCPEC;

provided that, (i) if the result of any such calculation with respect to Shares is a number that is not a whole multiple of five (5), then that number shall be rounded up to the next highest whole multiple of five (5), and (ii) if the result of any such calculation with respect to CPECs or YFCPECs is not a whole number, then that number shall be rounded up to the next highest whole number, and in either case the Aggregate Purchase Price shall be increased by an amount equal to the corresponding portion of the Unit Price for the relevant type of Unit. Schedule 2 sets out the number of Shares, CPECs and YFCPECs comprising the Centerview Units if Closing occurs before January 31, 2007.

2.2 Closing

2.2.1 Centerview shall give written notice (the “Closing Notice”) to Luxco as soon as the conditions set forth in Articles 2.2.3 and 2.2.4 shall all be satisfied. If it has not done so prior to that time, Luxco shall then indicate by written notice to Centerview whether it elects the Primary Option or the Secondary Option, provided that if no such notice is received on the third Business Day following the date of the Closing Notice, Luxco shall be deemed to have elected the

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Primary Option, and provided further that if Luxco shall have elected or be deemed to elect the Primary Option, but Luxco or the Sponsors do not comply fully with their obligations under paragraphs (i) and (iii) of Article 2.2.5(a) at Closing, the Parties shall implement the Secondary Option in accordance with this Agreement instead. Centerview shall have the right, up to and including the time at which the relevant Closing Notice is given, to assign to a Permitted Transferee (the “Permitted Assignee”) Centerview’s rights to acquire Centerview Units under this Agreement, provided that no such assignment shall relieve Centerview of any of its obligations under this Agreement and provided further that the Permitted Assignee shall agree to become bound to the terms of this Agreement as well, jointly and severally with Centerview. In the event that Centerview makes use of this right of assignment, the identity, legal form, jurisdiction of incorporation and address of the Permitted Transferee shall be specified in the Closing Notice and evidence reasonably satisfactory to the Sponsors of the Permitted Transferee having accepted to be bound by the terms of hereof (including, without limitation, Article 5.2) shall be enclosed with such notice.

2.2.2 The issue (in the case of the Primary Option) or sale and transfer (in the case of the Secondary Option) of the Centerview Units (“Closing”) shall take place at the offices of Clifford Chance LLP in Luxembourg, on the fifth Business Day following the date of the Closing Notice.

2.2.3 The obligations of Luxco to issue the Centerview Units to Centerview (in the case of the Primary Option) or the obligations of the Sponsors to transfer the Centerview Units to Centerview (in the case of the Secondary Option) shall be subject to the satisfaction or waiver of the following conditions precedent:

(a) no law, statute, rule, order, injunction or other legal impediment shall have been enacted, ordered or issued that would have the effect of making the transactions contemplated hereby unlawful or otherwise restraining such transactions, and all consents, approvals and clearances of all governmental entities necessary or desirable for the transactions contemplated hereby shall have been obtained;

(b) the representations of Centerview contained herein shall be true and correct in all material respects and the covenants of Centerview contained herein shall have been complied with in all material respects; and

(c) Centerview or its Permitted Assignee shall be ready and willing to effect the Closing, including having the necessary funds to pay the Aggregate Purchase Price;

2.2.4 The obligations of Centerview to acquire the Centerview Units from Luxco (in the case of the Primary Option) or the Sponsors (in the case of the Secondary Option) shall be subject to the satisfaction or waiver of the following conditions precedent:

(a) no law, statute, rule, order, injunction or other legal impediment shall have been enacted, ordered or issued that would have the effect of making the transactions contemplated hereby unlawful or otherwise restraining such transactions, and all consents, approvals and clearances of all governmental entities necessary or desirable for the transactions contemplated hereby shall have been obtained;

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(b) the representations of Luxco and the Sponsors contained herein shall be true and correct in all material respects and the covenants of Luxco and the Sponsors contained herein shall have been complied with in all material respects.

2.2.5 At Closing:

(a) in the case of the Primary Option:

(i) the Sponsors shall:

(1) procure that all formalities required to be observed under Luxembourg and other applicable law in order to authorise and permit the issue of the Centerview Units shall have been observed (including any required increase of the authorised capital of Luxco and the authorisation by the general meeting of shareholders of Luxco of the issue of Shares contemplated as part of the Primary Option to Centerview or the Permitted Assignee, as the case may be);

(2) waive any pre-emptive rights they may have under the Shareholders Agreement or applicable law with respect to the Centerview Units; and

(3) do all such other acts and things as may in the reasonable opinion of Centerview be required to fully effect the issue of the Centerview Units to Centerview or its Permitted Assignee;

(ii) Centerview shall cause the transfer of the Aggregate Purchase Price (as it may be adjusted in accordance with Article 2.1) in immediately available funds by wire transfer for same day value into one or more bank accounts to be specified by Luxco in a written notice sent to Centerview at least 2 Business Days before the date of Closing; and

(iii) Luxco and Centerview (and the Permitted Assignee, if applicable) shall execute issue documentation under Luxembourg law and do all such other acts and things as may in the reasonable opinion of any of them be required to fully effect the issue of the Centerview Units to Centerview or its Permitted Assignee, including the convening and holding of meetings of the board and of the shareholders of Luxco; or

(b) in the case of the Secondary Option:

(i) the Sponsors shall procure that all formalities required to be observed under Luxembourg and other applicable law in order to permit the sale and transfer of the Centerview Units shall have been observed and shall vote their Shares to approve the transactions contemplated by this Agreement;

(ii) Centerview shall cause the transfer of the Aggregate Purchase Price in immediately available funds by wire transfer for same day value into one or more bank accounts to be specified by the Sponsors in a written notice sent to Centerview at least 2 Business Days before the date of Closing; and

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(iii) the Sponsors, Luxco and Centerview (and the Permitted Assignee, if applicable) shall execute transfer documentation under Luxembourg law and do all such other acts and things as may in the reasonable opinion of any of them be required to fully effect the transfer of the Centerview Units to Centerview, including the convening and holding of meetings of the board and of the shareholders of Luxco; and

(c) in each case Luxco shall take appropriate action to register the issue or transfer (as the case may be) of the Centerview Units in the relevant registers of Units maintained by Luxco, and will provide Centerview with certified extracts from those registers reflecting such issue or transfer.

2.3 Reasonable Efforts; Termination

The Parties shall use their respective reasonable efforts to ensure that Closing takes place as soon as practicable after the date of this Agreement. Without prejudice to the generality of the previous sentence, Centerview shall use its reasonable efforts to obtain funding to make the investment contemplated by this Agreement as soon as practicable after the date of this Agreement. If the closing conditions set forth in Articles 2.2.3 and 2.2.4 have not been satisfied or waived by the fifth Business Day prior to March 31, 2007, this Agreement will terminate automatically and be of no further force or effect, provided that the provisions of Articles 7.1, 7.5, 7.6, 7.7, 7.8 and 7.10 through 7.16 shall survive such termination and provided further that no party shall be relieved of liability for damages caused by any material and wilful breach of any representation, warranty or covenant contained herein occurring prior to such termination.

3. REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of All Investors

Each Investor, severally and not jointly, represents and warrants to the other Investors, as of the date hereof, as follows:

3.1.1 Organization. Such Investor is an entity duly organized and validly existing under the laws of the jurisdiction of its organization.

3.1.2 Authority. Such Investor has full power and authority to enter into, execute and deliver this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by such Investor and no other proceedings by or on behalf of such Investor will be necessary to authorize this Agreement or the consummation of the transactions contemplated hereby. This Agreement constitutes the valid and binding obligations of such Investor enforceable against it in accordance with its terms, except as the enforceability thereof may be limited by (i) bankruptcy, insolvency, reorganization or other similar laws affecting enforcement of creditors' rights generally and (ii) subject to general principles of equity.

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3.1.3 No Legal Bar. The execution, delivery and performance of this Agreement by such Investor and the consummation of the transactions contemplated hereby will not (i) violate (x) the organizational documents of such Investor, (y) the Shareholders Agreement or (z) any law, treaty, rule or regulation applicable to or binding upon such Investor or any of its properties or assets or (ii) result in a breach of any contractual obligation to which such Investor is a party or by which it or any of its properties or assets is bound, in the case of each of clauses (i)(z) and (ii) in any respect that would reasonably be expected to have a material adverse effect on the ability of such Investor to perform its obligations hereunder.

3.1.4 Litigation. There is no civil, criminal or administrative action, suit, demand, claim, hearing, notice of violation or investigation, proceeding or demand letter pending, or to the knowledge of such Investor threatened, against such Investor, which if adversely determined would reasonably be expected to have a material adverse effect on the ability of such Investor to perform its obligations hereunder.

3.1.5 Ownership of Shares. Schedule 3 sets forth such Investor’s beneficial and legal ownership of and rights to acquire Units and any other interest in the equity of Luxco, as of the date hereof. Other than as set forth on Schedule 3, such Investor has, as of the date hereof, no other equity or voting interests or rights to acquire equity or voting interests in Luxco.

3.1.6 Title to Centerview Units. In the case of the Secondary Option, as of the date hereof, such Investor (other than Centerview) has good and valid title to the Centerview Units to be transferred to Centerview pursuant to this Agreement, free and clear of all liens and encumbrances. If the sale of Centerview Units hereunder is pursuant to the Secondary Option, as of Closing Centerview shall receive good and valid title to each of the Centerview Units to be sold and transferred by such Investor, free and clear of any lien or encumbrance and not subject to any pre-emptive rights and restrictions on transfer other than under applicable laws, the articles of association of Luxco, the terms of this Agreement or the Shareholders Agreement.

3.1.7 No Other Representations. Except for the representations and warranties contained in this Article 3, neither such Investor, nor any other Person or entity acting on behalf of such Investor, makes any representation or warranty, express or implied.

3.2 Additional Representations and Warranties of Centerview

Centerview additionally represents and warrants to the Sponsors, as of the date hereof, as follows:

3.2.1 Information. Centerview has been given the opportunity to (i) ask questions and receive satisfactory answers concerning the terms and conditions of the transactions contemplated hereby and (ii) obtain additional information which such Investor and its representatives deem necessary, in each case in order to evaluate the merits and risks of executing and delivering this Agreement. Centerview has not relied upon any statement, printed material or other information given or made by or on behalf of Luxco that is contrary to information contained in this Agreement.

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3.2.2 Securities Not Registered. Centerview has acquired securities of Luxco solely for its own account, for investment purposes and not with a view to, or for sale in connection with, the distribution thereof other than as permitted under applicable law. Centerview is (i) an investor with such knowledge and experience in business and financial matters as will enable it to evaluate the merits and risks of the transactions contemplated hereby, (ii) able to bear the economic risk of an investment in Luxco and its subsidiaries and (iii) able to bear the risk of loss of its entire investment in Luxco and its subsidiaries.

3.3 Representations and Warranties of Luxco

Luxco represents and warrants to Centerview, as of the date hereof, as follows:

3.3.1 Existence and Authority. Luxco is a private limited company (société à responsabilité limitée) duly incorporated and validly existing under the laws of Luxembourg and has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and this Agreement has been duly authorized, executed and delivered by Luxco and is valid, binding and enforceable against Luxco in accordance with its terms.

3.3.2 Capitalisation and Articles. As of Closing, in case of the Primary Option being elected or deemed to be elected, Luxco will have an authorised capital sufficiently high to allow the issue of the Centerview Units. Schedule 3 sets forth the allocation of the aggregate number of Units issued by Luxco as of the date of this Agreement (and immediately prior to Closing, provided that if the allocation or number of Units changes between the date hereof and Closing as a result of Transfers of Units permitted under the Shareholders Agreement or the Sponsors otherwise exercising their rights under this Agreement and the Shareholders Agreement, Luxco shall provide Centerview and any Permitted Assignee with an updated version of Schedule 3 promptly upon such changes becoming effective, and this updated Schedule 3 will then become the subject of this representation and warranty). The Articles of Association attached as Schedule 5 are the current articles of Luxco and the Shareholders Agreement attached as Schedule 4 is the Shareholders Agreement as it will be entered into among the Sponsors and Luxco.

3.3.3 Centerview Units. As of Closing, each of the Centerview Units will be duly and validly issued, fully paid and nonassessable with no personal liability attached to the ownership thereof, and not subject to any preemptive rights and restrictions on transfer other than restrictions of transfer under applicable laws, the articles of association of Luxco, the terms of this Agreement or the Shareholders Agreement and Centerview shall receive good and valid title thereto free and clear of any lien or encumbrance other than (i) restrictions on transfer under applicable laws or the articles of association of Luxco, or (ii) the terms of this Agreement or the Shareholders Agreement.

3.3.4 No Conflict. The execution, delivery and performance by Luxco of this Agreement does not (a) conflict with applicable law or the articles of association of Luxco or the Shareholders Agreement, (b) result in any breach of any terms or provisions of, or constitute a default under, any material contract, agreement or instrument to which Luxco is a party or by which Luxco is bound or (c) violate any law, rule or regulation applicable to Luxco.

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4. CORPORATE GOVERNANCE

4.1 Shareholders Agreement

The governance structure of Luxco, VNU and the other members of the Group is set out in the Shareholders Agreement.

4.2 Voting Rights on Units

Centerview agrees at all times to exercise all voting rights attached to the Centerview Units and any other securities issued by Luxco or any other member of the Group which it may at any time acquire (the “Voting Rights”) strictly in accordance with the instructions of the Sponsors, provided that a Qualified Majority of the Sponsors exercises its corresponding voting rights in the same manner, to the effect that:

4.2.1 It shall exercise the Voting Rights in the manner indicated in any written notice received from a Qualified Majority of Sponsors that complies with the proviso set forth at the end of the introduction of this Article 4.2 (it being agreed among the Investors that a decision adopted by a Requisite Majority of the Investors’ Committee, as such terms are defined in the Shareholders Agreement, and notified to Centerview in writing (including by email) shall be considered the equivalent of such a written notice); and

4.2.2 In the absence of any notice (or the equivalent of a notice) as referred to in Article 4.2.1, Centerview shall abstain from exercising the Voting Rights altogether.

4.3 Board Representation

4.3.1 Luxco and the Sponsors shall procure that Mr. James M. Kilts shall be appointed as a member of the VNU Supervisory Board and as a member of the board of directors of each of Nielsen Finance Co. and Nielsen Finance LLC, both members of the Group incorporated under the laws of the State of Delaware (collectively, the “Boards”), as soon as practicable after the date of this Agreement. Centerview shall use all reasonable efforts to procure that Mr. Kilts is available for and commits his time to the Boards in a manner to be mutually agreed among the Sponsors, Centerview, the Chief Executive Officer of VNU and Mr. Kilts. It is currently envisaged and currently expected that Mr. Kilts will hold these Board seats for at least five years after Closing. This Section 4.3.1 shall apply only to Mr. Kilts and Luxco shall have no obligation to procure membership of any board or committee of any other Person, whether or not Mr. Kilts is able to serve as provided above. The Sponsors shall ensure that the Shareholders Agreement allows the appointment of Mr. Kilts as an Independent VNU Director (as such term is defined in that agreement), in addition to the two Independent VNU Directors already in office as at the date hereof.

4.3.2 The position of Mr. Kilts as a member of the Boards shall be governed by the provisions of the articles of incorporation and other constitutional documents of the relevant company (including the VNU Supervisory Board Rules in the case of VNU), applicable law and the Shareholders Agreement. Mr. Kilts shall agree to be bound by those provisions.

4.3.3 Mr. Kilts will receive an annual fee as determined by Luxco for his service on the VNU Supervisory Board, plus reasonable out-of-pocket travel expenses. No fees shall be paid for service on the board of any other member of the

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Group. Mr. Kilts may also receive an option grant as determined by Luxco. Any fees or options earned by Mr. Kilts under this provision or otherwise as a member of the VNU Supervisory Board or other board of Luxco or Affiliate of Luxco shall be paid to Centerview Management Partners LLC, an Affliliate of Centerview.

4.3.4 At Closing, Luxco shall procure that Centerview or its designated Affiliate will be granted performance based options to acquire shares in Valcon Acquisition Holding BV, a wholly owned direct subsidiary of Luxco (“Dutch Holdco”) with an aggregate exercise price of USD5 million to recognize the expected contribution of Mr. Kilts. These options shall:

(a) contain the EBITDA performance vesting targets and schedule set forth in Schedule 6, which are the same as those used in the management equity plan to be established by Dutch Holdco;

(b) have an exercise price based on the valuation of the shares in Dutch Holdco implied by the relevant Unit Price paid by Centerview or its Permitted Assignee at Closing; and

(c) be eligible to vest (provided the performance targets referred to in Article 4.3.4(a) are met) as to 5% on the later of the date of Closing and December 31, 2006 and as to 19% on December 31 of each of the years 2007 up to and including 2011.

4.3.5 If Mr. Kilts leaves the VNU Supervisory Board for any reason prior to the fifth anniversary of Closing, both he and Centerview will forfeit all unvested options.

4.3.6 Whilst holding the board seats referred to in Article 4.3.1, Mr. Kilts shall be entitled to receive such information as is provided to other members of the relevant boards. Mr. Kilts shall be entitled to share this information with the principals at Centerview, subject to the confidentiality provisions in this Agreement and the Shareholders Agreement, the VNU Supervisory Board Rules and applicable law. Whilst it holds Units, Centerview and its Permitted Transferee shall be entitled to receive such information as is provided to other Investors, in accordance with and subject to the terms of the Shareholders Agreement.

5. TRANSFERS OF UNITS

5.1 Limitation on Transfers

Except as expressly permitted by this Agreement, Centerview may not Transfer any Centerview Unit without the prior written permission of a Qualified Majority of Sponsors (it being agreed among the Investors that a decision adopted by a Requisite Majority of the Investors’ Committee, as such terms are defined in the Shareholders Agreement, and notified to Centerview in writing (including by email) shall be considered the equivalent of such written permission). The preceding sentence shall apply mutatis mutandis to options granted pursuant to Article 4.3.4 and any securities received as a result of the exercise of such options.

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5.2 Permitted Transferees

Centerview shall be entitled without the prior consent referred to in Article 5.1 to Transfer Centerview Units to any Person that satisfies each of the following criteria: (a “Permitted Transferee”):

5.2.1 such Person is an Affiliate of Centerview;

5.2.2 such Person agrees in writing to be bound by the terms of this Agreement, on the basis that it shall have the rights and obligations of Centerview hereunder as if such Permitted Transfer were "Centerview" under this Agreement;

5.2.3 Centerview and such Person shall agree in a written instrument to which Luxco is a party that, without limiting any liability for any breach of this Agreement, such Person shall re-Transfer to Centerview (or to another Permitted Transferee of Centerview) all of the Units Transferred to such Person immediately upon such Person ceasing to be a Permitted Transferee of Centerview; and

5.2.4 such Person is:

(a) a general private equity fund which is Controlled directly or indirectly by Centerview and is not a special purpose entity set up solely or principally to invest in Luxco (a “Centerview Private Equity Fund”); or

(b) a special purpose entity which is Controlled directly or indirectly by Centerview set up solely or principally to invest in Luxco (a “Centerview SPV”), provided that a Centerview SPV can only be a Permitted Assignee to which rights are assigned pursuant to Article 2.2.1, and no Transfer of Units to such a Person shall be permitted after Closing.

Centerview may also Transfer Centerview Units pursuant to and in accordance with the drag-along and tag-along provisions of the Shareholders Agreement, referred to in Article 5.3. Each Investor agrees to vote its Shares so as to approve any Transfer of Units permitted under this Agreement or the Shareholders Agreement.

5.3 Unwinding of Transaction under Certain Circumstances

In the event Centerview Units were acquired at Closing by Centerview or a Centerview SPV, and Centerview has not, within six months after Closing caused all Centerview Units to be owned, beneficially and legally, by:

5.3.1 a Centerview Private Equity Fund;

5.3.2 a Centerview SPV operated in conjunction with a Centerview Private Equity Fund; or

5.3.3 a Centerview SPV which only has long term investors with no guaranteed return on their investment into that Centerview SPV and no other rights with respect to the Centerview Units, except for their rights as investors in that Centerview SPV;

Luxco shall have the right (but not the obligation), exercisable within fifteen (15) Business Days after the end of that six month period by notice in writing to

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Centerview, at the option of Luxco either (a) to require Centerview or the Centerview SPV (as the case may be) to sell and transfer all Centerview Units to Luxco, the Sponsors from which they were respectively acquired (in the case of the Secondary Option having been implemented at Closing), or such other Person or Persons as Luxco may designate, or (b) to cause Luxco to redeem all Centerview Units, in each of the cases referred to in (a) and (b) against simultaneous repayment to Centerview or the Centerview SPV (as the case may be) in immediately available funds of the Aggregate Purchase Price paid at Closing (the “Option”). In the event that Luxco exercises the Option, closing of the sale and transfer or redemption (as the case may be) of the Centerview Units pursuant to the previous sentence shall take place within fifteen (15) Business Days after the date of the notice by which Luxco exercises the Option and this Agreement shall terminate immediately after such closing has been consummated, subject to and in accordance with Article 7.2.

5.4 Drag-Along, Tag-Along and Piggyback Rights

Each of the Sponsors agrees to apply Articles 7 (Indemnification), 8.1 (Equal Treatment of Investors), 9.3 (Drag-Along), 9.4 (Tag-Along), 10.2 (Piggyback Offerings) and 10.3 (Requested Offerings) of the Shareholders Agreement as if Centerview was also an Investor as defined in that agreement, provided that with respect to Article 10.2 of the Shareholders Agreement this shall be limited to Centerview having a Piggyback Right (as defined in that provision) and provided that with respect to Article 10.3 of the Shareholders Agreement this should be limited to Centerview having the rights of a Participating Investor (as defined in that provision). Centerview shall have the rights and comply with the obligations imposed on Investors under those provisions and will be treated as an “Investor” for those purposes, where applicable pro rata to the number of Units it holds as a proportion of the total number of relevant Units in issue at the relevant time.

5.5 Additional Applicable Provisions of the Shareholders Agreement

In addition to the provisions referred to in Article 5.3, Centerview shall have the rights and agrees to be bound by and comply with the obligations imposed on Investors under Articles 10.3.2 (Right to Participate in Requested Offerings), 10.5 (Holdback), 10.6 (Post-IPO Sales), 10.7 (Sales in a Tender Offer), 13.3 (Certain Tax Matters), 13.8 (Standstill) and Article 14 (Miscellaneous) of the Shareholders Agreement (provided for the avoidance of doubt that (i) Centerview shall only have rights under Article 14.1 (Waiver; Amendment) of the Shareholders Agreement with respect to the provisions of the Shareholders Agreement referred to in Article 5.3 and in this Article 5.5, and (ii) in the event of any conflict between those provisions of the Shareholders Agreement and the provisions of this Agreement, the latter provisions shall prevail among the Parties). Luxco agrees to provide Centerview and any Permitted Transferee with a copy of any amendment to the Shareholders Agreement promptly upon such amendment becoming effective.

6. ADDITIONAL COVENANTS AND AGREEMENTS

6.1 Corporate Opportunities

6.1.1 Centerview shall use reasonable efforts to cause Mr. Kilts to recuse himself from all deliberations of the VNU Supervisory Board, and neither Luxco nor any other member of the Group shall have any obligation to provide to Mr. Kilts any information, regarding any acquisition, disposition, investment or similar transaction that a member of the Group elects to pursue (as determined by Luxco, a “Corporate Opportunity”) if Centerview is competing with or is otherwise adverse to the Group with respect to such Corporate Opportunity.

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6.1.2 If Centerview or any of its Affiliates consummates a transaction that at anytime after the date of this Agreement constituted a Corporate Opportunity, Centerview shall use reasonable efforts to cause Mr. Kilts to recuse himself from all future deliberations of the Boards relating to, and no member of the Group shall have any obligation to provide to Mr. Kilts any information regarding, that portion of the Group's business as competes or would reasonably be expected to compete with the Corporate Opportunity concerned (a “Competing Action”). The consent of Mr. Kilts shall not be required for authorising, effecting or validating any transactions in connection with such Corporate Opportunity or Competing Actions. In addition, Centerview shall, and shall cause its Affiliates and Mr. Kilts to, keep confidential any information regarding any Corporate Opportunity, including the existence of such potential acquisition, disposition, investment or similar transaction, that Centerview, its Affiliates or Mr Kilts learns about as a result of Mr. Kilts' membership of the VNU Supervisory Board.

6.2 Non-Competition

For so long as Mr. Kilts is a member of the VNU Supervisory Board, Centerview, its Affiliates, all Persons Controlled by Centerview or by any its Affiliates and any “group” (as determined under Section 13(d)(3) of the US Securities Exchange Act) of which Centerview or any of its Affiliates is a member will be prohibited from owning, managing, operating, controlling or participating in the ownership, management, operation or control of any Person listed in Schedule 11 to the Shareholders Agreement (as such Schedule may be amended from time to time in accordance with Article 13.5 of the Shareholders Agreement, a “Named Competitor”), unless consented to by a Qualified Majority of Sponsors, provided that:

6.2.1 This Article 6.2 shall not prohibit any Person from acquiring or holding a passive investment in any Named Competitor, which (a) does not represent more than 5% of the aggregate amount of equity invested in that Named Competitor, (b) does not entitle the holder to more than 5% of any pro rata distribution of profits or capital made by that Named Competitor, (c) does not entitle the holder to exercise more than 5% of the votes exercisable at a general meeting of shareholders of that Named Competitor, (d) does not include and is not otherwise combined with any entitlement to appoint any directors, officers, observers or other representatives to any body or committee of that Named Competitor or any Affiliate of that Named Competitor (and no director, employee or other representative of the Investor concerned or any Affiliate of that Investor holds any position on any such body or committee as a matter of fact), and (e) is not in any way subject to any agreement or arrangement made between the Investor concerned or any Affiliate of that Person and any other shareholder of or investor in that Named Competitor; and

6.2.2 In the event that any Person referred to in this Article 6.2 acts in breach of this Article 6.2:

(a) Article 6.1.2 shall apply mutatis mutandis to Centerview; and

(b) To the extent that the occurrence of such breach is not reasonably within the control of Centerview, any of its Affiliates or any Person Controlled

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by Centerview or by any of its Affiliates, no other remedies shall be available to the other Investors or Luxco In all other circumstances, unless such breach is promptly (and in any event within three (3) Business Days following its occurrence) and completely cured by Person or Persons concerned, Centerview shall be considered in material breach of this Agreement and liable for all damages resulting therefrom, and the other Investors may seek specific enforcement or injunctive relief against such Investor or Investors, in accordance with Article 7.8.

6.3 Non-Solicitation

Centerview shall not (and shall use its reasonable efforts to procure that its Affiliates do not), initiate or conduct any discussions about future employment with, or employ, any member of Management, without the prior written consent of Luxco (such consent not to be unreasonably withheld), and shall not make any offers to this effect to such Persons; provided that the foregoing shall not be construed to prohibit solicitation for employment or employment of any such Person (a) resulting from general advertisements for employment conducted by Centerview or (b) six months following cessation of such Person's employment with the Group without any encouragement by Centerview.

6.4 Confidentiality and Public Announcements

6.4.1 The following shall apply with respect to confidentiality:

(a) Each Investor agrees to hold in strict confidence all Information furnished to it and the terms of this Agreement and the Shareholders Agreement (collectively, “Confidential Information”). Subject to applicable law, an Investor may disclose any Confidential Information to (x) any of its representatives on any board of any Group member (including any Representatives as such term is defined in the Shareholders Agreement), (y) any member of the Group or its directors, management or advisers (collectively, “Authorized Recipients”). Confidential Information shall not include any information that (i) is or becomes generally available to the public other than as a result of an unauthorized disclosure by an Investor, (ii) is or becomes available to an Investor or any of its Authorized Recipients on a non-confidential basis from a third party source (other than any other Investor or its representatives or any Person described in clause (y) above), which source, to the best knowledge of such Investor (after reasonable inquiry), is not bound by a duty of confidentiality to any Investor or its representatives or any Person described in clause (y) above in respect of such Confidential Information or (iii) is independently developed by an Investor. If an Investor or any of its Authorized Recipients is required by law or regulation or any legal or judicial process to disclose any Confidential Information, or disclosure of Confidential Information is requested by any governmental authority having authority over such Investor, such Investor shall promptly notify Luxco and the other Investors of such requirement so that Luxco may at its own expense oppose such requirement or seek a protective order and request confidential treatment thereof. If such Investor or such Authorized Recipient is nonetheless required, or such a request nonetheless remains outstanding, to disclose any such Confidential Information, such Investor or Authorized Recipient may disclose such portion of such Confidential Information without liability hereunder.

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(b) Centerview may (i) disclose the identity of Luxco and VNU, the amount of its investment hereunder, the number and type of Centerview Units, a brief summary of the principal terms of this Agreement and the internal rate of return realised on its investment hereunder in the offering materials sent to its investors and potential investors, and (ii) disclose Confidential Information to the managing members, officers and directors of Centerview and to its legal advisors and other advisors who in their capacity as advisors would need to receive or know such Confidential Information, provided in all cases referred to in (i) and (ii) above that Centerview shall be responsible for any disclosure in violation of this Article 6.4 by any of its managing members, officers, directors, employees, agents and advisors to the same extent as if such disclosure had been by Centerview.

6.4.2 No public announcement or press release concerning the business of the Group or this Agreement or any of its provisions shall be made by Luxco or any Investor (or any Affiliate thereof), without the prior consent of Luxco, which may also be given in general terms with respect to categories of announcements. This provision shall not prohibit any public announcement or press release (a) permitted to be made on or after Closing in accordance with the terms of the Confidentiality Agreement between Centerview and Luxco dated October 4, 2006 (the “Existing Confidentiality Agreement”), or (b) required to be made by any applicable laws or regulations, provided that such Person that is making an announcement as referred to in (b) shall, to the extent practicable, consult with the other parties to this Agreement concerning the timing and content of such announcement before such announcement is made and shall give a copy thereof to the other parties at the same time as, or as soon as reasonably practicable after, the making of such announcement.

7. MISCELLANEOUS

7.1 Waiver; Amendment

This Agreement may be amended, supplemented or otherwise modified only by a written instrument executed by each Investor holding at least 1% of the then outstanding Units so long as any such amendment, supplement or modification does not impose any material additional burden on Luxco, in which event the written instrument must also be executed by Luxco, provided that any amendment that disproportionately affects any Investor shall require the consent of such Investor. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and executed by the Party so waiving. Except as provided in the preceding sentence, no action taken pursuant to this Agreement, including any investigation by or on behalf of any Party, will be deemed to constitute a waiver by the Party taking such action of compliance with any covenants or agreements contained herein. The waiver by any Party hereto of a breach of any provision of this Agreement will not operate or be construed as a waiver of any subsequent breach.

7.2 Effectiveness; Termination

This Agreement shall become effective on the date hereof and shall terminate and be of no further force or effect upon the earlier of (a) the written agreement of all Parties hereto, (b) termination in accordance with Article 2.3, (c) Centerview ceasing to own

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any Units (as a result of the exercise by Luxco of the Option or otherwise), and (d) following an IPO (as defined in the Shareholders Agreement), if and when that results in the termination of the Shareholders Agreement in accordance with its terms. Notwithstanding any termination of this Agreement, the provisions of Articles 6.4 shall survive for a period of one year following such termination solely in the case of a termination pursuant to clause (d) above, and Articles 7.1, 7.5, 7.6, 7.7, 7.8 and 7.10 through 7.16 shall survive any termination. No party shall be relieved of any breach of any representation, warranty or covenant contained herein occurring prior to such termination.

7.3 Fees

The Parties agree that, after Closing, fees payable to the Sponsors and their Affiliates pursuant to the Shareholders Agreement or the Advisory Services Agreements entered into thereunder for periods and activities occurring after the Closing shall be shared with Centerview Partners Management LLC, a Delaware limited liability company and an Affiliate of Centerview, in proportion to the voting rights attached to the Shares held by each of the Investors respectively. The Parties shall procure that the amount of fees due to Centerview pursuant to this Article 7.3 shall be paid by Valcon Acquisition BV to Centerview Partners Management LLC.

7.4 Notices

Any notices or other communications required or permitted hereunder to a Party shall be sufficiently given if in writing and either (i) personally delivered, (ii) sent by registered or certified mail, return receipt requested, postage prepaid, (iii) sent by overnight delivery service such as DHL, or (iv) sent by facsimile transmission or electronic mail, with verbal or electronic confirmation of receipt. All such notices and other communications shall be deemed to have been given and received (i) if by personal delivery, on the day of such delivery; (ii) if by registered or certified mail, on the seventh day after the mailing thereof, (iii) if by overnight delivery service such as DHL, on the next Business Day; and (iv) if by facsimile transmission or electronic mail, on the day that verbal or electronic confirmation of receipt by the recipient is obtained from the recipient.

7.5 Applicable Law

This Agreement shall be governed by and shall be construed in accordance with the laws of the State of New York, except to the extent that the matter in question is mandatorily required to be governed by Luxembourg law or Dutch law, in which case it will be governed by the applicable provisions of such law.

7.6 Disputes

All actions arising out of or relating to this Agreement shall be heard and determined exclusively in any New York state or federal court sitting in the Borough of Manhattan of The City of New York (other than with respect to an appeal from such courts to a higher court outside of the State of New York). The Parties hereby (a) submit to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan of The City of New York for the purpose of any action arising out of or relating to this Agreement brought by any Party hereto and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action is brought in an inconvenient forum, that the venue of the action is improper, or that this Agreement or

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the transactions contemplated hereby may not be enforced in or by any of the above-named courts. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.

7.7 Assignment

Except as permitted in this Agreement, the rights and obligations under this Agreement may not be Transferred by any Investor hereto, in whole or in part, to any Third Party, and any purported Transfer without such consent shall be void and unenforceable. Without the prior approval of a Qualified Majority of the Sponsors, the rights and obligations under this Agreement of any other Party hereto may not be Transferred, and any purported Transfer without such approval shall be void and unenforceable. The rights and obligations hereunder, including without obligation the right to nominate, designate or appoint any member of any of the Boards or any committee thereof, or remove any such nominee, designee or appointee, are personal to each Investor or group of Affiliated Investors entitled to do so hereunder and may not be assigned to any Person except with the prior approval of the Investors' Committee, provided that each Investor shall be permitted to assign any such right to one or more of its Affiliates.

7.8 Specific Performance

Each Party acknowledges and agrees that money damages would not be a sufficient remedy for any breach of the provisions of this Agreement. In the event of a breach of this Agreement by a Party which breach threatens irreparable harm to any other Party, such non-breaching Party may seek specific enforcement or injunctive relief from any court of competent jurisdiction, which remedies shall not limit, but shall be in addition to, all other remedies that the non-breaching Parties may have at law or in equity.

7.9 Further Assurances

The Parties will sign such further documents, cause such further meetings to be held, adopt such resolutions and do and perform and cause to be done such further acts and things as may be necessary in order to give full effect to this Agreement, the transactions contemplated by this Agreement and every provision thereof.

7.10 Several Obligations

The obligations of each of the Parties under this Agreement shall be several and not joint.

7.11 Third Parties

This Agreement does not create any rights, claims or benefits inuring to any Person that is not a Party hereto nor create or establish any third party beneficiary hereto.

7.12 Entire Agreement

This Agreement and the schedules hereto represent the entire understanding and agreement of the Parties and supersede all prior agreements, understandings and arrangements (whether written or oral) among the Parties with respect to the subject matter hereof. Each Party acknowledges that it has not made or relied on any representation or warranty other than those specifically set forth herein.

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7.13 Titles and Headings

The headings contained in this Agreement are for reference purposes only and will not affect the meaning or interpretation of this Agreement.

7.14 No Other Agreements

None of the Investors has entered or will enter into any agreement or arrangement of any kind with any Person in respect of such Investor’s Units which is inconsistent with this Agreement.

7.15 Binding Effect

This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, successors and permitted assigns.

7.16 Severability

Should any provision of this Agreement be invalid or unenforceable, in whole or in part, or should any provision later become invalid or unenforceable, this shall not affect the validity of the remaining provisions of this Agreement which shall not be affected and shall remain in full force and effect.

7.17 Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Any counterpart or other signature hereupon delivered by facsimile shall be deemed for all purposes as constituting good and valid execution and delivery of this Agreement by such Party.

IN WITNESS WHEREOF the Parties hereto have duly executed this Agreement as of the date first above written.

[EXECUTION PAGES FOLLOW]

- 24 -

ALPINVEST PARTNERS CS Investments 2006 C.V.

/s/ Authorized Signatory

Name:

ALPINVEST PARTNERS LATER STAGE CO-INVESTMENTS II-A CV

/s/ Authorized Signatory

Name:

BLACKSTONE CAPITAL PARTNERS (CAYMAN) V LP

/s/ Authorized Signatory

Name:

BLACKSTONE FAMILY INVESTMENT PARTNERSHIP (CAYMAN) V LP

/s/ Authorized Signatory

Name:

- 25 -

BLACKSTONE FAMILY INVESTMENT PARTNERSHIP (CAYMAN) V-A LP

/s/ Authorized Signatory

Name:

BLACKSTONE PARTICIPATION PARTNERSHIP (CAYMAN) V LP

/s/ Authorized Signatory

Name:

CARLYLE PARTNERS IV CAYMAN, L.P.

/s/ Authorized Signatory

Name:

CP IV COINVESTMENT CAYMAN, L.P.

/s/ Authorized Signatory

Name:

CEP II PARTICIPATIONS SARL SICAR

/s/ Authorized Signatory

Name:

- 26 -

HELLMAN & FRIEDMAN CAPITAL PARTNERS V (CAYMAN), LP

/s/ Authorized Signatory

Name:

HELLMAN & FRIEDMAN CAPITAL PARTNERS V (CAYMAN PARALLEL), LP

/s/ Authorized Signatory

Name:

HELLMAN & FRIEDMAN CAPITAL ASSOCIATES V (CAYMAN), L.P.

/s/ Authorized Signatory

Name:

KKR VNU (MILLENNIUM) LIMITED:

/s/ Authorized Signatory

Name:

KKR MILLENNIUM FUND (OVERSEAS) L.P.:

/s/ Authorized Signatory

Name:

Date:                                  2006

KKR VNU EQUITY INVESTORS, L.P.:

/s/ Authorized Signatory

Name:

THL (ALTERNATIVE) FUND V, L.P.

/s/ Authorized Signatory

Name:

- 27 -

THL FUND VI (ALTERNATIVE) CORP.

/s/ Authorized Signatory

Name:

THL PARALLEL FUND VI (ALTERNATIVE) CORP.

/s/ Authorized Signatory

Name:

THL DT FUND VI (ALTERNATIVE) CORP.

/s/ Authorized Signatory

Name:

THL COINVESTMENT PARTNERS, L.P.

/s/ Authorized Signatory

Name:

THL FUND V (ALTERNATIVE) CORP.

/s/ Authorized Signatory

Name:

THL PARALLEL FUND V (ALTERNATIVE) CORP.

/s/ Authorized Signatory

Name:

- 28 -

THL CAYMAN FUND V (ALTERNATIVE) CORP.

/s/ Authorized Signatory

Name:

THOMAS H. LEE INVESTORS, LIMITED PARTNERSHIP

/s/ Authorized Signatory

Name:

PUTNAM INVESTMENT HOLDINGS, LLC

/s/ Authorized Signatory

Name:

PUTNAM INVESTMENTS EMPLOYEES’ SECURITIES COMPANY I LLC

/s/ Authorized Signatory

Name:

PUTNAM INVESTMENTS EMPLOYEES’ SECURITIES COMPANY II LLC

/s/ Authorized Signatory

Name:

PUTNAM INVESTMENTS EMPLOYEES’ SECURITIES COMPANY III LLC

/s/ Authorized Signatory

Name:

- 29 -

THL EQUITY FUND VI INVESTORS (VNU), L.P.

/s/ Authorized Signatory

Name:

THL EQUITY FUND VI INVESTORS (VNU) II L.P

/s/ Authorized Signatory

Name:

THL EQUITY FUND VI INVESTORS (VNU) III, L.P.

/s/ Authorized Signatory

Name:

VALCON ACQUISITION HOLDING (LUXEMBOURG) S.A.R.L.

/s/ Authorized Signatory

Name:

Manager A

/s/ Authorized Signatory

Name:

Manager B

- 30 -

CENTERVIEW PARTNERS HOLDINGS L.L.C.

/s/ Authorized Signatory

Name:

I confirm that I have read and understood this Agreement and I agree to the provisions relating to my personal position as set out in Articles 4 and 6 above.

/s/ James M. Kilts

James M. Kilts

- 31 -

SCHEDULE 1

SPONSORS

AlpInvest Funds

AlpInvest Partners CS Investments 2006 C.V

AlpInvest Partners Later Stage Co-Investments II-A CV

Blackstone Funds

Blackstone Capital Partners (Cayman) V LP

Blackstone Family Investment Partnership (Cayman) V LP

Blackstone Family Investment Partnership (Cayman) V-A LP

Blackstone Participation Partnership (Cayman) V LP

Carlyle Funds

Carlyle Partners IV Cayman, L.P.

CP IV Coinvestment Cayman, L.P.

CEP II Participations Sarl SICAR

Hellman & Friedman Funds

Hellman & Friedman Capital Partners V (Cayman), L.P.

Hellman & Friedman Capital Partners V (Cayman Parallel), L.P.

Hellman & Friedman Capital Associates V (Cayman), L.P.

KKR Funds

KKR VNU (Millenium) Limited

KKR MILLENNIUM FUND (OVERSEAS) L.P.

KKR VNU Equity Investors, LP

Thomas H. Lee Funds

THL Fund VI (Alternative) Corp.

THL Parallel Fund VI (Alternative) Corp.

THL DT Fund VI (Alternative) Corp.

THL Coinvestment Partners, L.P.

Putnam Investment Holdings, LLC

Putnam Investments Employees’ Securities Company III LLC

THL Fund V (Alternative) Corp.

THL Parallel Fund V (Alternative) Corp.

THL Cayman Fund V (Alternative) Corp.

Thomas H. Lee Investors, Limited Partnership

Putnam Investment Holdings, LLC

Putnam Investments Employees’ Securities Company I LLC

Putnam Investments Employees’ Securities Company II LLC

THL (Alternative) Fund V, LP

THL Equity Fund VI Investors (VNU), L.P.

THL Equity Fund VI Investors (VNU) II, L.P.

THL Equity Fund VI Investors (VNU) III, L.P.

- 32 -

EX-10.3

Exhibit 10.3

ADVISORY AGREEMENT

This Advisory Agreement (this “Agreement”), dated as of July 31, 2006, and effective as of May 22, 2006 (the “Effective Date”), is made by and among ACN Holdings Inc., a Delaware corporation (the “Company”), and Valcon Acquisition B.V., a private limited company (besloten vennootschap) incorporated under the laws of the Netherlands (“Valcon”). Certain defined terms are defined in Section 19.

WHEREAS, the Company has determined that, for valid business reasons and to enhance its success and profitability, it desires to retain Valcon with respect to the services described herein; and

WHEREAS, the Company expects that Valcon will provide a substantial amount of services to the Company and its subsidiaries throughout the Term and, accordingly, the Company and Valcon have agreed that the consideration set forth herein for the services to provided by Valcon represents the fair value of such services.

NOW, THEREFORE, the parties to this Agreement agree as follows:

1. Term. This Agreement shall be in effect for an initial term commencing on the Effective Date and ending on the eighth anniversary of the Effective Date (including any extensions thereof, the “Term”), which Term shall automatically be extended for one additional year upon each anniversary of the Effective Date unless the Company and Valcon mutually agree not to extend the Term of this Agreement by an additional year or agree to terminate this Agreement. In addition, in connection with the consummation of a Change in Control or a Qualified Public Offering, Valcon may elect to terminate this Agreement by providing written notice of termination to the Company. In the event of a termination of this Agreement, the Company shall pay in cash to Valcon (a) all unpaid Advisory Fees (as defined in Section 3(a)), all unpaid fees agreed upon pursuant to Section 4 (collectively, “Subsequent Transaction Fees”) and all expenses due under this Agreement with respect to periods prior to the termination date, plus (b) the net present value (using a discount rate equal to the yield as of such termination date on U.S. Treasury securities of like maturity based on the times such payments would have been due) of the Advisory Fees that would have been payable to Valcon with respect to the period from the termination date through the end of the Term. Upon termination of this Agreement, including, without limitation, termination in connection with the consummation of a Change in Control or a Qualified Public Offering, Valcon shall no longer be obligated to provide any services hereunder. The provisions of Sections 1, 3(b), 4, 6, 7, 9, and 15 through 19 shall survive any termination of this Agreement.

2. Services. Valcon shall make available one or more of the Sub-Contractors (or any other sub-contractors retained by Valcon or the Sub-Contractors) to perform the services for the Company and/or its subsidiaries as mutually agreed by Valcon and the Company, which services may include, without limitation, the following:

(a) general advisory services and support for executive and management functions;

(b) identification, support, negotiation and analysis of acquisitions and dispositions by the Company and/or its subsidiaries;

(c) support, negotiation and analysis of financing alternatives, including, without limitation, in connection with acquisitions, capital expenditures and refinancing of existing indebtedness;

(d) finance functions, including assistance in the preparation of financial projections and monitoring of compliance with financing agreements;

(e) human resources functions, including searching and hiring of executives; and

(f) other services for the Company and its subsidiaries upon which the Company and Valcon agree.

3. Advisory Fees and Expenses.

(a) During the Term of this Agreement, the Company shall pay Valcon an advisory fee (each, an “Advisory Fee”) for each fiscal quarter of the Company equal to the Quarterly Fee Amount for such fiscal quarter. The Advisory Fee will be payable in advance to Valcon or its designees by wire transfer of immediately available funds on the first business day of the first month of each fiscal quarter. A pro-rated amount of the Advisory Fee for the period commencing on the Effective Date and ending on the last day of the Company’s fiscal quarter ending on June 30, 2006 will be payable by wire transfer of immediately available funds on or before August 15, 2006.

(b) The Company will reimburse Valcon or its designees for such reasonable travel expenses and other reasonable out-of-pocket fees and expenses (including the reasonable fees and expenses of attorneys, accountants or other advisors retained by Valcon, the Sub-Contractors or any other sub-contractors) as may be incurred by Valcon, the Sub-Contractors and such other sub-contractors and their respective partners, members, shareholders, employees or agents in connection with the rendering of advisory, management or other such services pursuant to this Agreement or the rendering of such other services as may be agreed upon by the Company and Valcon. Such expenses will be reimbursed by wire transfer of immediately available funds promptly upon the request of Valcon (but in any case no later than five business days following such request) and will be in addition to any other fees or amounts payable to Valcon pursuant to this Agreement. Unless requested by the Company, in no event shall Valcon submit its expenses to the Company more often than monthly.

4. Transaction Fees and Expenses. In the event that the Company shall determine that it is advisable for the Company or any of its subsidiaries to hire a financial advisor, consultant, investment bank or any similar agent in connection with any transaction that could result in a Change in Control, acquisition, disposition or divestiture, spin-off, split-off, recapitalization, issuance of securities (including, without limitation, any Qualified Public Offering), financing (whether debt or equity financing) or any similar transaction by or involving the Company or its subsidiaries, the Company shall notify Valcon of such determination in writing. Promptly thereafter, upon the request of Valcon, the Company and Valcon shall

- 2 -

negotiate in good faith to agree upon appropriate services, additional compensation and indemnification from the Company and/or one or more of its subsidiaries, as applicable, to hire Valcon, its Affiliates or the Sub-Contractors for such services on terms and conditions customary for transactions of similar size and scope.

5. Personnel. Valcon will provide or cause to be provided and devote to the performance of this Agreement such partners, employees and agents of Valcon or the Sub-Contractors, as the case may be, as it shall deem appropriate to the furnishing of the services mutually agreed upon by the Company and Valcon; it being understood that no minimum number of hours is required to be devoted by Valcon or any of the Sub-Contractors on a weekly, monthly, annual, or other basis. The fees and other compensation specified in this Agreement will be payable by the Company regardless of the extent of services requested by the Company pursuant to this Agreement, and regardless of whether or not the Company requests Valcon to provide any such services. Notwithstanding the foregoing, the Company expects that Valcon will provide a substantial amount of services to the Company and its subsidiaries throughout the Term. The Company acknowledges that the services of the Sub-Contractors retained by Valcon will not be exclusive, and that one or more of the Sub-Contractors will render similar services to other Persons (including, without limitation, with the same partners, employees, and agents thereof as may render services to the Company).

6. Liability. None of Valcon nor any of the Sub-Contractors nor any of their respective Affiliates, nor any of their respective partners, shareholders, directors, officers, members, employees or agents (collectively, the “Advisor Group”) shall be liable to the Company, its subsidiaries or any of their Affiliates, employees or shareholders for any loss, liability, damage, cost, settlement, judgment or expense (including attorneys’ fees and expenses) (collectively, a “Loss”) arising out of or in connection with the performance of services contemplated by this Agreement or otherwise provided by Valcon or any of the Sub-Contractors to, or otherwise in connection with the operations of, the Company or any of its subsidiaries or Affiliates, other than as a result of the gross negligence or willful misconduct of Valcon or any member of the Advisor Group. No member of the Advisor Group makes any representations or warranties, express or implied, in respect of the services provided by any member of the Advisor Group. Except as Valcon or any other Sub-Contractor may otherwise agree in writing with respect to itself or its Affiliates: (i) each member of the Advisor Group shall have the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly: (A) engage in the same or similar business activities or lines of business as the Company, its subsidiaries or any of their Affiliates and (B) do business with any client or customer of the Company, its subsidiaries or any of their Affiliates; (ii) no member of the Advisor Group shall be liable to the Company, its subsidiaries or any of their Affiliates, employees or shareholders for breach of any duty (contractual or otherwise) by reason of any such activities or of such Person’s participation therein; and (iii) in the event that any member of the Advisor Group acquires knowledge of a potential transaction or matter that may be a corporate opportunity for the Company, its subsidiaries or any of their Affiliates or shareholders, on the one hand, and any member of the Advisor Group, on the other hand, or any other Person, no member of the Advisor Group shall have any duty (contractual or otherwise) to communicate or present such corporate opportunity to the Company, its subsidiaries or any of their Affiliates or shareholders and, notwithstanding any provision of this Agreement to the contrary, no member of the Advisor Group shall be liable to the Company, its subsidiaries or any of their Affiliates or shareholders for breach of any duty

- 3 -

(contractual or otherwise) by reason of the fact that any member of the Advisor Group directly or indirectly pursues or acquires such opportunity for itself, directs such opportunity to another Person, or does not present such opportunity to the Company, its subsidiaries or any of their Affiliates or shareholders. In no event will any of the parties hereto be liable to any other party hereto for (i) any indirect, special, incidental or consequential damages, including lost profits or savings, whether or not such damages are foreseeable, arising out of this Agreement or the performance of services hereunder, or (ii) in respect of any liabilities relating to any third party claims (whether based in contract, tort or otherwise) arising out of this Agreement or the performance of services hereunder, except as set forth in Section 7 below.

7. Indemnity. The Company and its subsidiaries shall defend, indemnify and hold harmless each member of the Advisor Group from and against any and all Losses arising from any claim (collectively, “Claims”) by any Person with respect to, or in any way related to, this Agreement, arising out of or in connection with the performance of services contemplated by this Agreement or otherwise provided by any member of the Advisor Group to, or otherwise in connection with the operation of, the Company or any of its subsidiaries or Affiliates; provided that the foregoing indemnity shall not be available to any member of the Advisor Group if such member’s Loss is a result of the gross negligence or willful misconduct of any member of the Advisor Group. The Company and its subsidiaries shall defend at their own cost and expense any and all suits or actions (just or unjust) which may be brought against the Company, its subsidiaries or any of their Affiliates, or any member of the Advisor Group or in which any member of the Advisor Group may be impleaded with others upon any Claims, or upon any matter, directly or indirectly related to or arising out of this Agreement or the performance hereof by any member of the Advisor Group; provided that the Company and its subsidiaries shall not settle any such Claim without the consent of the members of the Advisor Group party thereto. If the indemnification provided for above is unavailable in respect of any Losses, then the Company and its subsidiaries, in lieu of indemnifying any member of the Advisor Group, shall contribute to the amount paid or payable by such member of the Advisor Group.

8. Independent Contractor. Each of Valcon and the Company agree that Valcon and each of the Sub-Contractors shall perform services hereunder as an independent contractor, retaining control over and responsibility for its own operations and personnel. Neither Valcon, nor any Sub-Contractor, nor any of their respective partners, members, shareholders, directors, officers, employees or agents shall be considered employees or agents of the Company or any of their subsidiaries as a result of this Agreement nor shall any of them have authority under this Agreement to contract in the name of or bind the Company or any of their subsidiaries, except as expressly agreed to in writing by the Company or any of their subsidiaries, respectively.

9. Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given, delivered and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this Section 9 prior to 5:00 p.m. (New York time) on a business day, (ii) the business day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this Agreement later than 5:00 p.m. (New York time) on any business day and earlier than 11:59 p.m. (New York time) on the day preceding the next business day, (iii) one (1) business day after when sent, if sent by nationally recognized overnight courier service (charges

- 4 -

prepaid), or (iv) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as follows:

To the Company:

ACN Holdings Inc.

770 Broadway

New York, NY 10003

Attention: Chief Legal Officer

To Valcon:

Valcon Acquisition B.V.

Jachthavenweg 118

1081 KJ Amsterdam

The Netherlands

Tel.: +31 20 540 75 75

Fax.: +31 20 540 75 00

Attention: Management Board c/o Evert Vink

10. Successors. This Agreement and all the obligations and benefits hereunder shall inure to the successors and assigns of the parties.

11. Assignment. No party may assign any obligations hereunder to any other party without the prior written consent of each of the other parties; provided that Valcon may, without consent of the Company, assign its rights and obligations under this Agreement to any of its Affiliates or to any or all of the Sub-Contractors (each such assignee, a “Permitted Assignee”). The Company shall be promptly notified in writing of any such assignment.

12. Counterparts. This Agreement may be executed and delivered by each party hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original and all of which taken together shall constitute but one and the same agreement.

13. Entire Agreement. The terms and conditions hereof constitute the entire agreement between the parties hereto with respect to the subject matter of this Agreement and supersede all previous communications, either oral or written, representations or warranties of any kind whatsoever, except as expressly set forth herein.

14. Amendments and Waivers. No amendment, modification, extension, termination or waiver of any term, provision or condition of this Agreement (each, an “Amendment”) shall be effective unless in writing and executed by the Company and Valcon.

Each such Amendment shall be binding upon each party hereto. In addition, each party hereto may waive any right hereunder, as to itself, by an instrument in writing signed by such party. No waiver on any one occasion shall extend to or effect or be construed as a waiver of any right or remedy on any other occasion. No course of dealing of any Person nor any delay or omission in exercising any right or remedy shall constitute an amendment of this Agreement or a waiver of any right or remedy of any party hereto.

- 5 -

15. Governing Law. All issues concerning this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of New York.

16. Consent to Jurisdiction. Each party to this Agreement, by its execution hereof, (a) hereby irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and the state courts sitting in the State of New York, County of New York for the purpose of any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof, (b) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its subsidiaries to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above-named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (c) hereby agrees not to commence or maintain any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, to the extent that any party hereto is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this agreement, the court in which such litigation is being heard shall be deemed to be included in clause (a) above. Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above-named courts in any court of competent jurisdiction. Each party hereto hereby consents to service of process in any such proceeding in any manner permitted by New York law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 9 hereof is reasonably calculated to give actual notice.

17. WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH PARTY HERETO ACKNOWLEDGES

- 6 -

THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 17 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 17 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

18. Joint and Several Liability. Each obligation described herein of the Company and/or its subsidiaries, as the case may be, shall be a joint and several obligation of the Company and its subsidiaries. If requested by Valcon, then the Company shall cause any of its subsidiaries to sign a counterpart signature page to this Agreement to evidence such joint and several liability. Upon an underwritten registered public offering of capital stock of any subsidiary of the Company, Valcon may cause such subsidiary (and its subsidiaries) to be released from joint and several liability for obligations hereunder arising after the closing of such offering, but this Agreement shall continue in full force and be binding on the Company and all of its other subsidiaries.

19. Confidentiality. Valcon agrees, and will require each of the Sub-Contractors and each Permitted Assignee to agree, to hold in confidence and not use or disclose to any third party (other than their respective advisors) any confidential information provided to or learned by Valcon, the Sub-Contractors or any Permitted Assignee in connection with the rendering of services pursuant to this Agreement except as may otherwise be required by law or legal, judicial or regulatory process, provided that Valcon takes, and causes each of the Sub-Contractors and each Permitted Assignee to take, reasonable steps to minimize the extent of any such required disclosure.

20. Certain Definitions. For purposes of this Agreement, the following terms shall have the following meanings:

“Affiliate” shall mean, with respect to any Person, (i) any other Person which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such Person (for the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise); provided, however, that neither the Company nor any of its controlled Affiliates shall be deemed an Affiliate of any of Valcon’s direct or indirect shareholders (and vice versa) and none of Valcon’s direct or indirect shareholders shall be deemed Affiliates of each other solely as a result of their relationship with respect to the Company.

“Change in Control” shall mean any transaction (including, without limitation, any merger, consolidation or sale of assets or equity interests) the result of which is that any Person or “group” (as defined within the meaning of Rules 13d-3 and 13d-5 under the U.S. Securities Exchange Act of 1934 as in effect on the Effective Date), other than any of the Investors (as defined in the Shareholders Agreement) or their Affiliated Funds (as defined in the Shareholders Agreement), obtains (i) direct or indirect ownership of more than 50% of the voting rights of the

- 7 -

Company, (ii) the right to appoint the majority of the members of the board of directors (or similar governing body) or to manage on a discretionary basis the assets of the Company, or (iii) all or substantially all of the assets of the Company.

“Person” shall mean any individual, partnership, corporation, company, association, trust, joint venture, limited liability company, unincorporated organization, entity or division, or any government, governmental department or agency or political subdivision thereof.

“Qualified Public Offering” shall mean a public offering of equity securities of the Company, any Person that directly or indirectly owns all of the outstanding equity securities of the Company, or any of their respective subsidiaries, after the date hereof, with an aggregate value (together with any prior public offerings of equity securities after the date hereof of the Company, any Person that directly or indirectly owns all of the outstanding equity securities of the Company, or any of their respective subsidiaries that are not Qualified Public Offerings) in excess of $200,000,000 (including any compensation paid in connection with such public offering and the value of any equity securities held by shareholders participating in such offering) pursuant to an effective registration statement filed with a governmental body regulating the issuance and exchange of equity securities in the United States or The Netherlands.

“Quarterly Fee Amount” shall mean (a) $0.875 million per fiscal quarter for the Company’s fiscal year 2006; and (b) for each fiscal year thereafter during the Term, an amount per fiscal quarter equal to 105% of the applicable Quarterly Fee Amount for the immediately preceding fiscal year.

“Shareholders Agreement” shall mean (i) from the date hereof until the execution of the Definitive Shareholders Agreement in accordance with clause (ii) below, that certain Interim Investors Agreement, dated as of March 15, 2006, by and among Alplnvest Partners 2006 B.V., Alplnvest Partners Later Stage Co-Investments Custodian IIA B.V., Blackstone Fl Communications Partnership (Cayman) L.P., Blackstone Family Communications Partnership (Cayman) L.P., Blackstone Capital Partners (Cayman) V L.P., Blackstone Capital Partners (Cayman) V-A L.P., Blackstone Family Investment Partnership (Cayman) V-A L.P., Blackstone Participation Partnership (Cayman) V L.P., Carlyle Partners IV Cayman, L.P., CP IV Coinvestment Cayman, L.P., CEP II Participations S.à r.l., SICAR, Hellman & Friedman Capital Partners V (Cayman), L.P., Hellman & Friedman Capital Partners V (Cayman Parallel), L.P., Hellman & Friedman Capital Associates V (Cayman), L.P., KKR Millennium Fund (Overseas), Limited Partnership, Thomas H. Lee (Alternative) Fund V, L.P., and THL Partners Equity VI, L.P. (collectively, the “Initial IIA Parties”), as amended pursuant to that certain First Amendment to Interim Investors Agreement, dated as of May 22, 2006, by and among the Initial IIA Parties, THL Fund VI (Alternative) Corp., THL Parallel Fund VI (Alternative) Corp., THL DT Fund VI (Alternative) Corp., THL Coinvestment Partners, L.P., Putnam Investment Holdings, LLC, Putnam Investments Employees’ Securities Company III LLC, Thomas H. Lee (Alternative) Fund VI, L.P., Thomas H. Lee (Alternative) Parallel Fund VI, L.P., Thomas H. Lee (Alternative) Parallel (DT) Fund VI, L.P., THL Fund V (Alternative) Corp., THL Parallel Fund V (Alternative) Corp., THL Cayman Fund V (Alternative) Corp., Thomas H. Lee Investors, Limited Partnership, Putnam Investment Holdings, LLC, Putnam Investments Employees’ Securities Company I LLC, Putnam Investments Employees’ Securities Company II LLC,

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Thomas H. Lee (Alternative) Parallel Fund V, L.P. and Thomas H. Lee (Alternative) Cayman Fund V, L.P., and as amended pursuant to that certain Second Amendment to Interim Investors Agreement, dated as of June 2, 2006, by and among AlpInvest Partners CS Investments 2006 C.V., AlpInvest Partners Later Stage Co-Investments Custodian IIA B.V., Blackstone FI Communications Partnership (Cayman) L.P., Blackstone Family Communications Partnership (Cayman) L.P., Blackstone Capital Partners (Cayman) V L.P., Blackstone Family Investment Partnership (Cayman) V L.P., Blackstone Capital Partners (Cayman) V-A L.P., Blackstone Family Investment Partnership (Cayman) V-A L.P., Blackstone Participation Partnership (Cayman) V L.P., Carlyle Partners IV (Cayman), L.P., CP lV Coinvestment Cayman, L.P., CEP II Participations S.à r.l., SICAR, Hellman & Friedman Capital Partners V (Cayman), L.P., Hellman & Friedman Capital Partners V (Cayman Parallel), L.P., Hellman & Friedman Capital Associates V (Cayman), L.P., KKR Millennium Fund (Overseas), Limited Partnership, KKR VNU Millennium Limited, KKR Partners (International), Limited Partnership, KKR PEI SICAR S.à r.l., Thomas H. Lee (Alternative) Fund V, L.P., THL Partners Equity VI, L.P., THL Fund VI (Alternative) Corp., THL Parallel Fund VI (Alternative) Corp., THL DT Fund VI (Alternative) Corp., THL Coinvestment Partners, L.P., THL Fund V (Alternative) Corp., THL Parallel Fund V (Alternative) Corp., THL Cayman Fund V (Alternative) Corp., Thomas H. Lee Investors, Limited Partnership, Thomas H. Lee (Alternative) Parallel Fund V, L.P., Thomas H. Lee (Alternative) Cayman Fund V, L.P., Putnam Investment Holdings, LLC, Putnam Investments Employees’ Securities Company I LLC, Putnam Investments Employees’ Securities Company II LLC, and Putnam Investments Employees’ Securities Company III LLC, and as further amended from time to time in accordance with its terms (the “Interim Investors Agreement”), and (ii) immediately upon execution of the Shareholders Agreement contemplated by the Interim Investors Agreement (the “Definitive Shareholders Agreement”), such Definitive Shareholders Agreement, as amended from time to time in accordance with its terms.

“Sub-Contractors” shall mean, collectively, Blackstone Management Partners V L.L.C., TC Group, L.L.C., Hellman & Friedman LLC, Kohlberg Kravis Roberts & Co., L.P., AlpInvest Partners CS Investments 2006 C.V. and AlpInvest Partners Later Stage Co-Investments Custodian IIA B.V., in its capacity of custodian of AlpInvest Partners Later Stage Co-Investments IIA C.V., and THL Managers V, LLC and THL Managers VI, LLC.

*    *    *    *    *

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

COMPANY:
ACN HOLDINGS INC.
By:	/s/ James Ross
Name:	James Ross
Its:	Vice President

Signature Page to Advisory Agreement

VALCON:
VALCON ACQUISITION B.V.
By:	/s/ Authorized Signatory
Name:
Its:	Managing Director

Signature Page to Advisory Agreement

EX-10.4

Exhibit 10.4

ADVISORY AGREEMENT

This Advisory Agreement (this “Agreement”), dated as of July 31, 2006, and effective as of May 22, 2006 (the “Effective Date”), is made by and among VNU Inc., a Delaware corporation (the “Company”), and Valcon Acquisition B.V., a private limited company (besloten vennootschap) incorporated under the laws of the Netherlands (“Valcon”). Certain defined terms are defined in Section 19.

WHEREAS, the Company has determined that, for valid business reasons and to enhance its success and profitability, it desires to retain Valcon with respect to the services described herein; and

WHEREAS, the Company expects that Valcon will provide a substantial amount of services to the Company and its subsidiaries throughout the Term and, accordingly, the Company and Valcon have agreed that the consideration set forth herein for the services to provided by Valcon represents the fair value of such services.

NOW, THEREFORE, the parties to this Agreement agree as follows:

1. Term. This Agreement shall be in effect for an initial term commencing on the Effective Date and ending on the eighth anniversary of the Effective Date (including any extensions thereof, the “Term”), which Term shall automatically be extended for one additional year upon each anniversary of the Effective Date unless the Company and Valcon mutually agree not to extend the Term of this Agreement by an additional year or agree to terminate this Agreement. In addition, in connection with the consummation of a Change in Control or a Qualified Public Offering, Valcon may elect to terminate this Agreement by providing written notice of termination to the Company. In the event of a termination of this Agreement, the Company shall pay in cash to Valcon (a) all unpaid Advisory Fees (as defined in Section 3(a)), all unpaid fees agreed upon pursuant to Section 4 (collectively, “Subsequent Transaction Fees”) and all expenses due under this Agreement with respect to periods prior to the termination date, plus (b) the net present value (using a discount rate equal to the yield as of such termination date on U.S. Treasury securities of like maturity based on the times such payments would have been due) of the Advisory Fees that would have been payable to Valcon with respect to the period from the termination date through the end of the Term. Upon termination of this Agreement, including, without limitation, termination in connection with the consummation of a Change in Control or a Qualified Public Offering, Valcon shall no longer be obligated to provide any services hereunder. The provisions of Sections 1, 3(b), 4, 6, 7, 9, and 15 through 19 shall survive any termination of this Agreement.

2. Services. Valcon shall make available one or more of the Sub-Contractors (or any other sub-contractors retained by Valcon or the Sub-Contractors) to perform the services for the Company and/or its subsidiaries as mutually agreed by Valcon and the Company, which services may include, without limitation, the following:

(a) general advisory services and support for executive and management functions;

(b) identification, support, negotiation and analysis of acquisitions and dispositions by the Company and/or its subsidiaries;

(c) support, negotiation and analysis of financing alternatives, including, without limitation, in connection with acquisitions, capital expenditures and refinancing of existing indebtedness;

(d) finance functions, including assistance in the preparation of financial projections and monitoring of compliance with financing agreements;

(e) human resources functions, including searching and hiring of executives; and

(f) other services for the Company and its subsidiaries upon which the Company and Valcon agree.

3. Advisory Fees and Expenses.

(a) During the Term of this Agreement, the Company shall pay Valcon an advisory fee (each, an “Advisory Fee”) for each fiscal quarter of the Company equal to the Quarterly Fee Amount for such fiscal quarter. The Advisory Fee will be payable in advance to Valcon or its designees by wire transfer of immediately available funds on the first business day of the first month of each fiscal quarter. A pro-rated amount of the Advisory Fee for the period commencing on the Effective Date and ending on the last day of the Company’s fiscal quarter ending on June 30, 2006 will be payable by wire transfer of immediately available funds on or before August 15, 2006.

(b) The Company will reimburse Valcon or its designees for such reasonable travel expenses and other reasonable out-of-pocket fees and expenses (including the reasonable fees and expenses of attorneys, accountants or other advisors retained by Valcon, the Sub-Contractors or any other sub-contractors) as may be incurred by Valcon, the Sub-Contractors and such other sub-contractors and their respective partners, members, shareholders, employees or agents in connection with the rendering of advisory, management or other such services pursuant to this Agreement or the rendering of such other services as may be agreed upon by the Company and Valcon. Such expenses will be reimbursed by wire transfer of immediately available funds promptly upon the request of Valcon (but in any case no later than five business days following such request) and will be in addition to any other fees or amounts payable to Valcon pursuant to this Agreement. Unless requested by the Company, in no event shall Valcon submit its expenses to the Company more often than monthly.

4. Transaction Fees and Expenses. In the event that the Company shall determine that it is advisable for the Company or any of its subsidiaries to hire a financial advisor, consultant, investment bank or any similar agent in connection with any transaction that could result in a Change in Control, acquisition, disposition or divestiture, spin-off, split-off, recapitalization, issuance of securities (including, without limitation, any Qualified Public Offering), financing (whether debt or equity financing) or any similar transaction by or involving the Company or its subsidiaries, the Company shall notify Valcon of such determination in writing. Promptly thereafter, upon the request of Valcon, the Company and Valcon shall

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negotiate in good faith to agree upon appropriate services, additional compensation and indemnification from the Company and/or one or more of its subsidiaries, as applicable, to hire Valcon, its Affiliates or the Sub-Contractors for such services on terms and conditions customary for transactions of similar size and scope.

5. Personnel. Valcon will provide or cause to be provided and devote to the performance of this Agreement such partners, employees and agents of Valcon or the Sub-Contractors, as the case may be, as it shall deem appropriate to the furnishing of the services mutually agreed upon by the Company and Valcon; it being understood that no minimum number of hours is required to be devoted by Valcon or any of the Sub-Contractors on a weekly, monthly, annual, or other basis. The fees and other compensation specified in this Agreement will be payable by the Company regardless of the extent of services requested by the Company pursuant to this Agreement, and regardless of whether or not the Company requests Valcon to provide any such services. Notwithstanding the foregoing, the Company expects that Valcon will provide a substantial amount of services to the Company and its subsidiaries throughout the Term. The Company acknowledges that the services of the Sub-Contractors retained by Valcon will not be exclusive, and that one or more of the Sub-Contractors will render similar services to other Persons (including, without limitation, with the same partners, employees, and agents thereof as may render services to the Company).

6. Liability. None of Valcon nor any of the Sub-Contractors nor any of their respective Affiliates, nor any of their respective partners, shareholders, directors, officers, members, employees or agents (collectively, the “Advisor Group”) shall be liable to the Company, its subsidiaries or any of their Affiliates, employees or shareholders for any loss, liability, damage, cost, settlement, judgment or expense (including attorneys’ fees and expenses) (collectively, a “Loss”) arising out of or in connection with the performance of services contemplated by this Agreement or otherwise provided by Valcon or any of the Sub-Contractors to, or otherwise in connection with the operations of, the Company or any of its subsidiaries or Affiliates, other than as a result of the gross negligence or willful misconduct of Valcon or any member of the Advisor Group. No member of the Advisor Group makes any representations or warranties, express or implied, in respect of the services provided by any member of the Advisor Group. Except as Valcon or any other Sub-Contractor may otherwise agree in writing with respect to itself or its Affiliates: (i) each member of the Advisor Group shall have the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly: (A) engage in the same or similar business activities or lines of business as the Company, its subsidiaries or any of their Affiliates and (B) do business with any client or customer of the Company, its subsidiaries or any of their Affiliates; (ii) no member of the Advisor Group shall be liable to the Company, its subsidiaries or any of their Affiliates, employees or shareholders for breach of any duty (contractual or otherwise) by reason of any such activities or of such Person’s participation therein; and (iii) in the event that any member of the Advisor Group acquires knowledge of a potential transaction or matter that may be a corporate opportunity for the Company, its subsidiaries or any of their Affiliates or shareholders, on the one hand, and any member of the Advisor Group, on the other hand, or any other Person, no member of the Advisor Group shall have any duty (contractual or otherwise) to communicate or present such corporate opportunity to the Company, its subsidiaries or any of their Affiliates or shareholders and, notwithstanding any provision of this Agreement to the contrary, no member of the Advisor Group shall be liable to the Company, its subsidiaries or any of their Affiliates or shareholders for breach of any duty

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(contractual or otherwise) by reason of the fact that any member of the Advisor Group directly or indirectly pursues or acquires such opportunity for itself, directs such opportunity to another Person, or does not present such opportunity to the Company, its subsidiaries or any of their Affiliates or shareholders. In no event will any of the parties hereto be liable to any other party hereto for (i) any indirect, special, incidental or consequential damages, including lost profits or savings, whether or not such damages are foreseeable, arising out of this Agreement or the performance of services hereunder, or (ii) in respect of any liabilities relating to any third party claims (whether based in contract, tort or otherwise) arising out of this Agreement or the performance of services hereunder, except as set forth in Section 7 below.

7. Indemnity. The Company and its subsidiaries shall defend, indemnify and hold harmless each member of the Advisor Group from and against any and all Losses arising from any claim (collectively, “Claims”) by any Person with respect to, or in any way related to, this Agreement, arising out of or in connection with the performance of services contemplated by this Agreement or otherwise provided by any member of the Advisor Group to, or otherwise in connection with the operation of, the Company or any of its subsidiaries or Affiliates; provided that the foregoing indemnity shall not be available to any member of the Advisor Group if such member’s Loss is a result of the gross negligence or willful misconduct of any member of the Advisor Group. The Company and its subsidiaries shall defend at their own cost and expense any and all suits or actions (just or unjust) which may be brought against the Company, its subsidiaries or any of their Affiliates, or any member of the Advisor Group or in which any member of the Advisor Group may be impleaded with others upon any Claims, or upon any matter, directly or indirectly related to or arising out of this Agreement or the performance hereof by any member of the Advisor Group; provided that the Company and its subsidiaries shall not settle any such Claim without the consent of the members of the Advisor Group party thereto. If the indemnification provided for above is unavailable in respect of any Losses, then the Company and its subsidiaries, in lieu of indemnifying any member of the Advisor Group, shall contribute to the amount paid or payable by such member of the Advisor Group.

8. Independent Contractor. Each of Valcon and the Company agree that Valcon and each of the Sub-Contractors shall perform services hereunder as an independent contractor, retaining control over and responsibility for its own operations and personnel. Neither Valcon, nor any Sub-Contractor, nor any of their respective partners, members, shareholders, directors, officers, employees or agents shall be considered employees or agents of the Company or any of their subsidiaries as a result of this Agreement nor shall any of them have authority under this Agreement to contract in the name of or bind the Company or any of their subsidiaries, except as expressly agreed to in writing by the Company or any of their subsidiaries, respectively.

9. Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given, delivered and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this Section 9 prior to 5:00 p.m. (New York time) on a business day, (ii) the business day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile telephone number specified in this Agreement later than 5:00 p.m. (New York time) on any business day and earlier than 11:59 p.m. (New York time) on the day preceding the next business day, (iii) one (1) business day after when sent, if sent by nationally recognized overnight courier service (charges

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prepaid), or (iv) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as follows:

To the Company:

VNU Inc.

770 Broadway

New York, NY 10003

Attention: Chief Legal Officer

To Valcon:

Valcon Acquisition B.V.

Jachthavenweg 118

1081 KJ Amsterdam

The Netherlands

Tel.: +31 20 540 75 75

Fax.: +31 20 540 75 00

Attention: Management Board c/o Evert Vink

10. Successors. This Agreement and all the obligations and benefits hereunder shall inure to the successors and assigns of the parties.

11. Assignment. No party may assign any obligations hereunder to any other party without the prior written consent of each of the other parties; provided that Valcon may, without consent of the Company, assign its rights and obligations under this Agreement to any of its Affiliates or to any or all of the Sub-Contractors (each such assignee, a “Permitted Assignee”). The Company shall be promptly notified in writing of any such assignment.

12. Counterparts. This Agreement may be executed and delivered by each party hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original and all of which taken together shall constitute but one and the same agreement.

13. Entire Agreement. The terms and conditions hereof constitute the entire agreement between the parties hereto with respect to the subject matter of this Agreement and supersede all previous communications, either oral or written, representations or warranties of any kind whatsoever, except as expressly set forth herein.

14. Amendments and Waivers. No amendment, modification, extension, termination or waiver of any term, provision or condition of this Agreement (each, an “Amendment”) shall be effective unless in writing and executed by the Company and Valcon.

Each such Amendment shall be binding upon each party hereto. In addition, each party hereto may waive any right hereunder, as to itself, by an instrument in writing signed by such party. No waiver on any one occasion shall extend to or effect or be construed as a waiver of any right or remedy on any other occasion. No course of dealing of any Person nor any delay or omission in exercising any right or remedy shall constitute an amendment of this Agreement or a waiver of any right or remedy of any party hereto.

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15. Governing Law. All issues concerning this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of New York.

16. Consent to Jurisdiction. Each party to this Agreement, by its execution hereof, (a) hereby irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and the state courts sitting in the State of New York, County of New York for the purpose of any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof, (b) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its subsidiaries to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above-named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and (c) hereby agrees not to commence or maintain any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Notwithstanding the foregoing, to the extent that any party hereto is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this agreement, the court in which such litigation is being heard shall be deemed to be included in clause (a) above. Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above-named courts in any court of competent jurisdiction. Each party hereto hereby consents to service of process in any such proceeding in any manner permitted by New York law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 9 hereof is reasonably calculated to give actual notice.

17. WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH PARTY HERETO ACKNOWLEDGES

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THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 17 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 17 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

18. Joint and Several Liability. Each obligation described herein of the Company and/or its subsidiaries, as the case may be, shall be a joint and several obligation of the Company and its subsidiaries. If requested by Valcon, then the Company shall cause any of its subsidiaries to sign a counterpart signature page to this Agreement to evidence such joint and several liability. Upon an underwritten registered public offering of capital stock of any subsidiary of the Company, Valcon may cause such subsidiary (and its subsidiaries) to be released from joint and several liability for obligations hereunder arising after the closing of such offering, but this Agreement shall continue in full force and be binding on the Company and all of its other subsidiaries.

19. Confidentiality. Valcon agrees, and will require each of the Sub-Contractors and each Permitted Assignee to agree, to hold in confidence and not use or disclose to any third party (other than their respective advisors) any confidential information provided to or learned by Valcon, the Sub-Contractors or any Permitted Assignee in connection with the rendering of services pursuant to this Agreement except as may otherwise be required by law or legal, judicial or regulatory process, provided that Valcon takes, and causes each of the Sub-Contractors and each Permitted Assignee to take, reasonable steps to minimize the extent of any such required disclosure.

20. Certain Definitions. For purposes of this Agreement, the following terms shall have the following meanings:

“Affiliate” shall mean, with respect to any Person, (i) any other Person which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such Person (for the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise); provided, however, that neither the Company nor any of its controlled Affiliates shall be deemed an Affiliate of any of Valcon’s direct or indirect shareholders (and vice versa) and none of Valcon’s direct or indirect shareholders shall be deemed Affiliates of each other solely as a result of their relationship with respect to the Company.

“Change in Control” shall mean any transaction (including, without limitation, any merger, consolidation or sale of assets or equity interests) the result of which is that any Person or “group” (as defined within the meaning of Rules 13d-3 and 13d-5 under the U.S. Securities Exchange Act of 1934 as in effect on the Effective Date), other than any of the Investors (as defined in the Shareholders Agreement) or their Affiliated Funds (as defined in the Shareholders Agreement), obtains (i) direct or indirect ownership of more than 50% of the voting rights of the

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Company, (ii) the right to appoint the majority of the members of the board of directors (or similar governing body) or to manage on a discretionary basis the assets of the Company, or (iii) all or substantially all of the assets of the Company.

“Person” shall mean any individual, partnership, corporation, company, association, trust, joint venture, limited liability company, unincorporated organization, entity or division, or any government, governmental department or agency or political subdivision thereof.

“Qualified Public Offering” shall mean a public offering of equity securities of the Company, any Person that directly or indirectly owns all of the outstanding equity securities of the Company, or any of their respective subsidiaries, after the date hereof, with an aggregate value (together with any prior public offerings of equity securities after the date hereof of the Company, any Person that directly or indirectly owns all of the outstanding equity securities of the Company, or any of their respective subsidiaries that are not Qualified Public Offerings) in excess of $200,000,000 (including any compensation paid in connection with such public offering and the value of any equity securities held by shareholders participating in such offering) pursuant to an effective registration statement filed with a governmental body regulating the issuance and exchange of equity securities in the United States or The Netherlands.

“Quarterly Fee Amount” shall mean (a) $0.875 million per fiscal quarter for the Company’s fiscal year 2006; and (b) for each fiscal year thereafter during the Term, an amount per fiscal quarter equal to 105% of the applicable Quarterly Fee Amount for the immediately preceding fiscal year.

“Shareholders Agreement” shall mean (i) from the date hereof until the execution of the Definitive Shareholders Agreement in accordance with clause (ii) below, that certain Interim Investors Agreement, dated as of March 15, 2006, by and among Alplnvest Partners 2006 B.V., Alplnvest Partners Later Stage Co-Investments Custodian IIA B.V., Blackstone Fl Communications Partnership (Cayman) L.P., Blackstone Family Communications Partnership (Cayman) L.P., Blackstone Capital Partners (Cayman) V L.P., Blackstone Capital Partners (Cayman) V-A L.P., Blackstone Family Investment Partnership (Cayman) V-A L.P., Blackstone Participation Partnership (Cayman) V L.P., Carlyle Partners IV Cayman, L.P., CP IV Coinvestment Cayman, L.P., CEP II Participations S.à r.l., SICAR, Hellman & Friedman Capital Partners V (Cayman), L.P., Hellman & Friedman Capital Partners V (Cayman Parallel), L.P., Hellman & Friedman Capital Associates V (Cayman), L.P., KKR Millennium Fund (Overseas), Limited Partnership, Thomas H. Lee (Alternative) Fund V, L.P., and THL Partners Equity VI, L.P. (collectively, the “Initial IIA Parties”), as amended pursuant to that certain First Amendment to Interim Investors Agreement, dated as of May 22, 2006, by and among the Initial IIA Parties, THL Fund VI (Alternative) Corp., THL Parallel Fund VI (Alternative) Corp., THL DT Fund VI (Alternative) Corp., THL Coinvestment Partners, L.P., Putnam Investment Holdings, LLC, Putnam Investments Employees’ Securities Company III LLC, Thomas H. Lee (Alternative) Fund VI, L.P., Thomas H. Lee (Alternative) Parallel Fund VI, L.P., Thomas H. Lee (Alternative) Parallel (DT) Fund VI, L.P., THL Fund V (Alternative) Corp., THL Parallel Fund V (Alternative) Corp., THL Cayman Fund V (Alternative) Corp., Thomas H. Lee Investors, Limited Partnership, Putnam Investment Holdings, LLC, Putnam Investments Employees’ Securities Company I LLC, Putnam Investments Employees’ Securities Company II LLC,

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Thomas H. Lee (Alternative) Parallel Fund V, L.P. and Thomas H. Lee (Alternative) Cayman Fund V, L.P., and as amended pursuant to that certain Second Amendment to Interim Investors Agreement, dated as of June 2, 2006, by and among Alplnvest Partners CS Investments 2006 C.V., Alplnvest Partners Later Stage Co-Investments Custodian IIA B.V., Blackstone FI Communications Partnership (Cayman) L.P., Blackstone Family Communications Partnership (Cayman) L.P., Blackstone Capital Partners (Cayman) V L.P., Blackstone Family Investment Partnership (Cayman) V L.P., Blackstone Capital Partners (Cayman) V-A L.P., Blackstone Family Investment Partnership (Cayman) V-A L.P., Blackstone Participation Partnership (Cayman) V L.P., Carlyle Partners IV (Cayman), L.P., CP lV Coinvestment Cayman, L.P., CEP II Participations S.à r.l., SICAR, Hellman & Friedman Capital Partners V (Cayman), L.P., Hellman & Friedman Capital Partners V (Cayman Parallel), L.P., Hellman & Friedman Capital Associates V (Cayman), L.P., KKR Millennium Fund (Overseas), Limited Partnership, KKR VNU Millennium Limited, KKR Partners (International), Limited Partnership, KKR PEI SICAR S.à r.l., Thomas H. Lee (Alternative) Fund V, L.P., THL Partners Equity VI, L.P., THL Fund VI (Alternative) Corp., THL Parallel Fund VI (Alternative) Corp., THL DT Fund VI (Alternative) Corp., THL Coinvestment Partners, L.P., THL Fund V (Alternative) Corp., THL Parallel Fund V (Alternative) Corp., THL Cayman Fund V (Alternative) Corp., Thomas H. Lee Investors, Limited Partnership, Thomas H. Lee (Alternative) Parallel Fund V, L.P., Thomas H. Lee (Alternative) Cayman Fund V, L.P., Putnam Investment Holdings, LLC, Putnam Investments Employees’ Securities Company II LLC, and Putnam Investments Employees’ Securities Company III LLC, and as further amended from time to time in accordance with its terms (the “Interim Investors Agreement”), and (ii) immediately upon execution of the Shareholders Agreement contemplated by the Interim Investors Agreement (the “Definitive Shareholders Agreement”), such Definitive Shareholders Agreement, as amended from time to time in accordance with its terms.

“Sub-Contractors” shall mean, collectively, Blackstone Management Partners V L.L.C., TC Group, L.L.C., Hellman & Friedman LLC, Kohlberg Kravis Roberts & Co., L.P., Alplnvest Partners CS Investments 2006 C.V. and Alplnvest Partners Later Stage Co-Investments Custodian IIA B.V., in its capacity of custodian of Alplnvest Partners Later Stage Co-Investments IIA C.V., and THL Managers V, LLC and THL Managers VI, LLC.

*    *    *    *    *

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

COMPANY:
VNU INC.
By:	/s/ Michael E. Elias
Name:	Michael E. Elias
Its:	V.P.

Signature Page to Advisory Agreement

VALCON:
VALCON ACQUISITION B.V.
By:	/s/ Authorized Signatory
Name:
Its:	Managing Director

Signature Page to Advisory Agreement

EX-10.5(A)

Execution Version

Exhibit 10.5(A)

Employment Agreement

This Employment Agreement (the “Agreement”), entered into as of August 22, 2006, with employment effective as of September 8, 2006 (the “Effective Date”), is made by and among David L. Calhoun (the “Executive”) and Valcon Acquisition Holding (Luxembourg) S.à r.l., a private limited company incorporated under the laws of Luxembourg (“Lux Holdco”) and Lux Holdco’s indirect subsidiary, VNU, Inc., a Delaware corporation (the “U.S. Entity” and, together with Lux Holdco, the “Company”).

RECITALS

A. It is the desire of the Company to assure itself of the services of the Executive by engaging the Executive to perform services under the terms hereof.

B. The Executive desires to provide services to the Company on the terms herein provided.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements set forth below the parties hereto agree as follows:

1. Certain Definitions

(a) “2006 Prior Bonus” shall mean the annual cash incentive bonus that the Executive is eligible to earn from the Prior Employer in respect of 2006.

(b) “Accountants” shall have the meaning set forth in Section 10(e).

(c) “Additional Make Whole Payment” shall have the meaning set forth in Section 3(e).

(d) “Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person where “control” shall have the meaning given such term under Rule 405 of the Securities Act; provided that, with respect to the Company, Affiliate shall not include any Principal Stockholder or any portfolio companies of the relevant Principal Stockholder.

(e) “Agreement” shall have the meaning set forth in the preamble hereto.

(f) “Annual Base Salary” shall have the meaning set forth in Section 3(a).

(g) “Annual Bonus” shall have the meaning set forth in Section 3(b).

(h) “Base Amount” shall have the meaning set forth in Section 10(b).

(i) “Base Price” shall mean the per share purchase price paid by the Principal Stockholders for their shares of the Common Stock, or the economic equivalent thereof.

(j) “BV” shall mean VNU Group B.V., a private company with limited liability incorporated under the laws of the Netherlands (besloten vennootschap met beperkte aansprakelijkheid).

(k) “Cash Payment” shall have the meaning set forth in Section 10(c).

(l) The Company shall have “Cause” to terminate the Executive’s employment hereunder upon:

(i) The Executive’s willful misconduct with regard to the Company that results in a significant adverse impact on the Company; provided that no act or failure to act on the Executive’s part will be considered “willful” unless done, or omitted to be done, by the Executive not in good faith or without reasonable belief that his action or omission was in the best interests of the Company;

(ii) The Executive being indicted for, convicted of, or pleading nolo contendere to, a felony or intentional crime involving material dishonesty other than, in any case, vicarious liability or traffic violations;

(iii) The Executive’s conduct involving the use of illegal drugs in the workplace;

(iv) The Executive’s failure to attempt in good faith to follow a lawful directive of the Supervisory Board within ten (10) days after written notice of such failure; and/or

(v) The Executive’s breach of Sections 6 or 7(a), gross breach of Section 8, or breach of the Executive’s management stockholders’ agreement or the Executive’s other agreements with the Company, which continues beyond ten (10) days after written demand for substantial performance is delivered to the Executive by the Company (to the extent that, in the reasonable judgment of the Supervisory Board, such breach can be cured by the Executive), so long as the breach (which shall be deemed to refer to all breaches in this paragraph) is (A) material and (B) results in a significant adverse impact on the Company; provided that the foregoing reference to other agreements shall not apply to any agreement, policy or similar standard agreement that is utilized by the Company on a basis beyond an individually negotiated agreement with the Executive. The parties hereto agree that the Executive’s initial equity documents and management stockholders’ agreement to be executed in connection with his hire hereunder shall not, without the consent of the Executive (which consent the Executive shall not be required to give), provide for additional

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restrictive covenants or additional equity or severance forfeiture provisions imposed by the Company beyond those provided herein including the terms set forth in Exhibit B attached hereto.

The Executive shall not be terminated for “Cause” unless reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Supervisory Board, and thereafter whether or not an event giving rise to “Cause” has occurred will be determined by the Supervisory Board reasonably and in good faith; provided that any such determination by the Supervisory Board shall be subject to de novo review by the arbitrator pursuant to Section 22 based on the facts thereof.

(m) “Change in Control” shall mean any transaction (including, without limitation, any merger, consolidation or sale of assets or equity interests, or any acquisition of stock in the open market or otherwise) the result of which is that any Person or “group” (as defined within the meaning of Rules 13d-3 and 13d-5 of the Exchange Act), other than any of the Principal Stockholders or their Affiliates, obtains (i) direct or indirect beneficial ownership of more than fifty (50) percent of the voting rights of Lux Holdco, or any entity which is wholly-owned, directly or indirectly, by Lux Holdco and which has materially the same direct or indirect ownership of all direct and indirect subsidiaries of Lux Holdco as does Lux Holdco, or (ii) all or substantially all of the assets of the Group (excluding, for the avoidance of doubt, a transaction or series of transactions involving the sale of only (A) the assets of the entities comprising the Business Information division of the Group, in combination with (B) the assets of either (x) the entities comprising the Marketing Information division of the Group or (y) the entities comprising the Media Measurement and Information division of the Group, in each case as such applicable division is constituted from time to time).

(n) “Code” shall mean the Internal Revenue Code of 1986, as amended.

(o) “Common Stock” shall mean ordinary shares of [Dutch Bidco],¹ par value [EUR 1,000.00] per share.

(p) “Company” shall have the meaning set forth in the preamble hereto.

(q) “Company SERP” shall have the meaning set forth in Section 3(g).

(r) “Compensation Committee” means the compensation committee of the Supervisory Board, or if no such committee exists, the Supervisory Board or its Executive Committee.

¹ To the extent that optimal tax and investment performance will be attained by structuring the investment of the Executive and of all other members of management in an entity other than Dutch Bidco and/or in other securities in addition to common stock, the Supervisory Board will structure such investment to allow for economic treatment substantially equivalent to an investment in the common stock of the Dutch Bidco.

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(s) “Competitive Entity” shall have the meaning set forth in Section 6(a)(i).

(t) “Date of Termination” shall mean the date on which the Executive’s employment with the Company ceases in accordance with the terms of this Agreement.

(u) “Delay Period” shall have the meaning set forth in Section 11(b).

(v) “Directors and Officers Insurance” shall have the meaning set forth in Section 13.

(w) A “Disability” shall have occurred when the Executive has been unable to perform his material duties because of physical or mental incapacity for a period of at least 180 consecutive days, as determined by a medical doctor mutually agreed upon by the parties hereto.

(x) “Documentation Date” shall have the meaning set forth in Section 3(f)(i).

(y) “Dutch Bidco” shall mean Valcon Acquisition B.V., a private company with limited liability incorporated under the laws of the Netherlands (besloten vennootschap met beperkte aansprakelijkheid).

(z) “Effective Date” shall have the meaning set forth in the preamble hereto.

(aa) “Equity” shall mean the Executive’s Options, the shares of Common Stock issued upon the exercise of such Options, and any other shares of Common Stock acquired by the Executive, which shares shall be subject to a stockholders’ agreement that will provide for certain rights and restrictions, including, without limitation, customary tag-along and piggyback registration rights on behalf of the Executive, customary drag-along and other rights on behalf of the Company and/or the Principal Stockholders, and restrictions concerning voting rights and transferability, which restrictions may lapse based on duration of employment with the Company, Company performance and individual performance, as described in more detail in the summary of terms and conditions attached hereto as Exhibit B.

(bb) “Equity Plan” shall mean the equity incentive plan to be established (as amended from time to time) with respect to the Common Stock. Lux Holdco agrees, or agrees to cause Dutch Bidco or such other applicable member of the Group, to use its reasonable best efforts to establish the Equity Plan, in such form as determined by the Supervisory Board after good faith consultation with the Executive and reasonably consistent with the applicable terms set forth in this Agreement, on or prior to September 30, 2006.

(cc) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

(dd) “Excise Tax” shall have the meaning set forth in Section 10(a).

(ee) “Executive” shall have the meaning set forth in the preamble hereto.

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(ff) “Executive Board” shall mean the Executive Board of Directors of the BV.

(gg) “Extension Date” shall have the meaning set forth in Section 3(f)(i).

(hh) “Extension Term” shall have the meaning set forth in Section 2(b).

(ii) “Forfeited Options” shall mean any Prior Vested Options that, in connection with the Executive’s termination of employment with the Prior Employer, the Prior Employer does not permit the Executive to exercise, or the Executive cannot both exercise and sell the stock underlying, prior to the expiration thereof, because of applicable Prior Employer securities law purchase and sale limitations.

(jj) The Executive shall have “Good Reason” to resign his employment upon the occurrence of any of the following:

(i) Failure of the Company to continue the Executive in the positions of Chief Executive Officer and Chairman of the Executive Board (or, if applicable and consistent with Section 2(c)(ii), of the Supervisory Board) or any other failure to elect or to continue the Executive in any position contemplated by Section 2(c)(iii); provided that failure to elect or appoint the Executive, or to continue the Executive’s election or appointment, as Chairman of the Supervisory Board shall not constitute “Good Reason” if prohibited by, or impracticable under, law or prevailing corporate practice;

(ii) A material diminution in the nature or scope of the Executive’s responsibilities, duties or authority;

(iii) The Company’s material breach of the employment agreement or other agreements with the Executive which results in a significant adverse impact upon the Executive;

(iv) The Executive is not elected or appointed to (or not re-elected to or re-appointed to or removed from) the Executive Board (or, if applicable and consistent with Section 2(c)(ii), the Supervisory Board); provided that failure to elect or appoint the Executive, or to continue the Executive’s election or appointment, as Chairman of the Supervisory Board shall not constitute “Good Reason” if prohibited by, or impracticable under, law or prevailing corporate practice;

(v) The relocation by the Company of the Executive’s primary place of employment with the Company to a location outside of New York City, Westchester, New York or Fairfield County, Connecticut;

(vi) The failure of the Company to obtain the assumption in writing delivered to the Executive of its obligation to perform this Agreement by any successor to all or substantially all of the assets of the Company; or

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(vii) The failure of the Company to timely pay to the Executive any significant amounts due under the terms of this Agreement;

in any case of the foregoing, that remains uncured after ten (10) business days after the Executive has provided the Company written notice that the Executive believes in good faith that such event giving rise to such claim of Good Reason has occurred, so long as such notice is provided within ninety (90) days after such event has first occurred.

Notwithstanding the foregoing, a termination of employment by the Executive for any reason pursuant to a Notice of Termination given during the thirty (30) day period immediately following the first anniversary of the occurrence of a Change in Control shall be deemed to be a termination of employment for Good Reason.

(kk) “Gross-Up Payment” shall have the meaning set forth in Section 10(a).

(ll) “Group” shall mean Lux Holdco and any of its direct and indirect subsidiaries and Affiliates (including, without limitation, the U.S. Entity), together with any successor thereto.

(mm) “Initial Term” shall have the meaning set forth in Section 2(b).

(nn) “Lux Holdco” shall have the meaning set forth in the preamble.

(oo) “Make Whole Payment” shall have the meaning set forth in Section 3(d).

(pp) “New Business” shall have the meaning set forth in Section 6(a)(i).

(qq) “Notice of Termination” shall have the meaning set forth in Section 4(b).

(rr) “Option” shall mean an option to purchase shares of the Common Stock pursuant to the Equity Plan.

(ss) “Parachute Payment” shall have the meaning set forth in Section 10(a).

(tt) “Person” shall mean an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

(uu) “Prior Employer” shall mean the Executive’s current employer, as of the date hereof.

(vv) “Prior SERP” shall mean the supplemental executive retirement plan provided by the Prior Employer for the benefit of the Executive.

(ww) “Prior Vested Options” shall mean the Executive’s vested in-the-money stock options granted by the Prior Employer, which are outstanding on the date hereof and do not otherwise expire by their terms prior to the date of the Executive’s termination of employment with the Prior Employer (other than by reason of the termination of the Executive’s employment with the Prior Employer).

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(xx) “Principal Stockholders” shall mean each of the “Investors” (as defined in the Shareholders’ Agreement), but in any event shall include each of AlpInvest Partners, The Blackstone Group, The Carlyle Group, Hellman & Friedman, Kohlberg Kravis Roberts & Co, and Thomas H. Lee Partners, or their successors, so long as they remain investors under the Shareholders’ Agreement.

(yy) “Proprietary Information” shall have the meaning set forth in Section 7.

(zz) “Pro-Rate Factor” shall mean a fraction, (i) the numerator of which is equal to the number of days that the Executive is employed by the Prior Employer or the Company, as applicable, during the calendar year in which the Executive’s employment with such employer commences or terminates, as applicable, and (ii) the denominator of which is the number of days in such calendar year.

(aaa) “Reduced Payment” shall have the meaning set forth in Section 10(c).

(bbb) “Related Agreements” shall have the meaning set forth in Section 18.

(ccc) “Restricted Stock” shall mean restricted shares of the Common Stock granted pursuant to the Equity Plan.

(ddd) “Securities Act” shall mean the Securities Act of 1933, as amended from time to time.

(eee) “Severance Period” shall mean the period beginning on the Date of Termination and ending on the earlier to occur of (i) the second anniversary of the Date of Termination, or (ii) the first date of the Executive’s violation of any covenant contained in Sections 6 or 7(a) or gross violation of any covenant contained in Section 8, which violation is (A) material and (B) results in a significant adverse impact on the Company and has not been corrected within ten (10) days of receipt of written notice by the Executive.

(fff) “Shareholders’ Agreement” shall mean that certain Shareholders’ Agreement Regarding VNU Group B.V., to be entered into by and among Lux Holdco, Valcon Acquisition Holding B.V., Dutch Bidco, and the other parties thereto.

(ggg) “Signing Bonus” shall have the meaning set forth in Section 3(c).

(hhh) “Signing Bonus Installment” shall have the meaning set forth in Section 3(c).

(iii) “Stock Purchase Amount” shall have the meaning set forth in Section 3(f)(i).

(jjj) “Supervisory Board” shall mean the Board of Supervisory Directors of the BV.

(kkk) “Term” shall have the meaning set forth in Section 2(b).

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(lll) “Total Payment” shall have the meaning set forth in Section 10(e).

(mmm) “U.S. Entity” shall have the meaning set forth in the preamble hereto.

2. Employment

(a) The Company shall employ the Executive and the Executive shall enter the employ of the Company, for the period set forth in Section 2(b), in the position set forth in Section 2(c), and upon the other terms and conditions herein provided.

(b) The initial term of employment under this Agreement (the “Initial Term”) shall be for the period beginning on the effective date of this Agreement and ending on December 31, 2011, unless earlier terminated as provided in Section 4. The employment term hereunder shall automatically be extended for successive one-year periods (each, an “Extension Term” and, collectively with the Initial Term, the “Term”) unless either party gives notice of non-extension to the other no later than ninety (90) days prior to the expiration of the then-applicable Term.

(c) Position and Duties.

(i) The Executive shall serve as Chief Executive Officer of the Company with the responsibilities, duties and authority customarily associated with such positions in a company the size and nature of the Company and such other responsibilities, duties and authority commensurate with such positions, as may from time to time be assigned to the Executive by the Supervisory Board. Such duties, responsibilities and authority may include services as chairman or chief executive officer for one or more members of the Group. The Executive shall report to the Supervisory Board. The Executive shall devote substantially all of his working time and efforts to the business and affairs of the Company, and the Executive shall not serve on any corporate, industry or civic boards or committees without the prior consent of the Supervisory Board; provided that the Executive shall be permitted to continue to serve in the positions set forth on Exhibit A attached hereto, and on any charitable board, so long as such service on any such corporate, industry, civic or charitable board, does not meaningfully interfere with the Executive’s duties hereunder or violate any covenant contained in Section 6, 7 or 8.

(ii) As of the Effective Date, the Principal Stockholders shall cause the Executive to be appointed or elected as Chairman of the Executive Board. During the Term, the Executive Board shall propose the Executive for re-election to the Executive Board, and cause the Principal Stockholders to cause Dutch Bidco to vote all of its shares of Common Stock in favor of such re-election. The Executive shall serve as a member and Chairman of the Supervisory Board, in the event of a change in current Dutch corporate governance practice or the Company’s relocation to another jurisdiction, such that the Executive’s service in such positions is permissible, and not impracticable, in the applicable corporate governance context.

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(iii) It is the intent of this Agreement (which intent shall be effected by the Company) that if the Company becomes a public entity, the Executive shall become the chairman and chief executive officer of such resulting public entity (other than as otherwise prohibited by law or, with regard to the position of chairman, impracticable under prevailing corporate practice) and that prior to any such public status, the Executive shall be chairman and chief executive officer of each of the senior operating companies of the Group (other than as otherwise prohibited by law or, with regard to the position of chairman, impracticable under prevailing corporate practice).

(iv) The Executive’s principal place of employment shall be the offices of VNU, Inc. in New York, New York.

3. Compensation and Related Matters

(a) Annual Base Salary. During the Term, the Executive shall receive a base salary at a rate of $1,500,000 per annum, which shall be paid in accordance with the customary payroll practices of the Company (as increased from time to time, the “Annual Base Salary”). The rate of the Annual Base Salary shall be reviewed annually by the Compensation Committee and may be increased, but not decreased, upon such review.

(b) Annual Bonus. With respect to each of the Company’s fiscal years that end during the Term, the Executive shall be eligible to receive an annual cash bonus (the “Annual Bonus”) ranging from zero to 200% of the Annual Base Salary, with a target Annual Bonus equal to 100% of the Annual Base Salary (the “Target Bonus”), based on the achievement of annual performance targets to be determined by the Supervisory Board in good faith after consultation with the Executive. The Annual Bonus shall be paid on or before March 15 (or as soon as practicable thereafter within the same calendar year) of the year following the year to which the Annual Bonus relates, in accordance with the percentages set forth below:

Percentage Achievement of Annual Performance Target	Annual Bonus (expressed as a percentage of Annual Base Salary)
< 95%	To be determined in the sole discretion of the Supervisory Board
95%	50%
100%	100%
110%	200%

* The percentages of Annual Base Salary set forth above will be interpolated on a straight line basis if achievement of the applicable annual performance target is between 95% and 110%.

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Notwithstanding the foregoing, the Annual Bonus for the calendar year 2006 shall be guaranteed at no less than the applicable Target Bonus, and the amount of such Annual Bonus shall be multiplied by the Pro-Rate Factor (as applicable to the Executive’s employment with the Company).

(c) Signing Bonus. The Executive shall receive a signing bonus of $10,613,699 (the “Signing Bonus”), paid in installments (each, a “Signing Bonus Installment”) on the last day of each of the calendar years 2006 through 2011, subject, except as set forth below, to the Executive’s continuous employment with the Company through the applicable payment date.

(i) Each Signing Bonus Installment shall be an amount equal to $10,613,699, multiplied by a fraction, (A) the numerator of which is equal to the number of days during the applicable calendar year that the Executive is employed by the Company, and (B) the denominator of which is equal to the total number of days from the Effective Date through December 31, 2011; provided that the amount of the Signing Bonus Installment paid on December 31, 2006, shall be offset by any amount in excess of $1,513,562 that is received by the Executive from the Prior Employer in respect of his 2006 Prior Bonus.

(ii) Upon a termination of the Executive’s employment hereunder prior to an applicable payment date, (A) the Executive shall receive an amount equal to the Signing Bonus Installment due on the next applicable payment date, multiplied by a fraction, (1) the numerator of which is equal to the number of days that the Executive is employed by the Company during the year in which such termination occurs, and (2) the denominator of which is 365, and (B) any remaining unpaid portion of the Signing Bonus shall thereupon be forfeited.

(d) Make Whole Payment. In respect of the Executive’s outstanding long-term incentive, restricted stock unit and stock option awards granted by the Prior Employer, the Executive shall receive a cash lump sum payment of $20,000,000 (the “Make Whole Payment”), paid on the date of, and just prior to, the Executive’s investment of the Stock Purchase Amount (as described in Section 3(f)(i)); provided that the amount of the Make Whole Payment shall be offset by the amount of any payments made by the Prior Employer in connection with the Executive’s termination of employment with the Prior Employer (excluding any such payments in respect of the Executive’s deferred incentive compensation, deferred salary, the Prior Vested Options, the 2006 Prior Bonus or the Prior SERP (as defined below)).

(e) Additional Make Whole Payment. In respect of the Executive’s 2006 Prior Bonus and any Prior Vested Options that become Forfeited Options, the Company shall pay to the Executive a cash payment (the “Additional Make Whole Payment”) on the date of, and just prior to, the Executive’s investment of the Stock Purchase Amount (as described in Section 3(f)(i)), having a value equal to the sum of:

(i) the positive excess of (A) $2,175,000, multiplied by the Pro-Rate Factor (as applicable to the Executive’s employment with the Prior Employer), over (B) the amount that is received by the Executive from the Prior Employer in respect of his 2006 Prior Bonus; and

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(ii) the positive excess of (A) the aggregate fair market value on the date of the termination of the Executive’s employment with the Prior Employer of the shares of stock underlying such Forfeited Options, over (B) the aggregate exercise price of such Forfeited Options; provided that, to the extent that the Executive realizes any value from the Forfeited Options, the Executive shall promptly pay such value to the Company;

provided, further, that the value of the Additional Make Whole Payment shall not exceed $5,000,000.

(f) Equity Participation.

(i) The Executive shall invest $20,000,000 in cash (the “Stock Purchase Amount”) (of which $10,000,000 is intended to be obtained from the after-tax proceeds from the Make Whole Payment) in shares of the Common Stock at the Base Price, subject to the terms and conditions attached hereto as Exhibit B. The Executive shall make such investment on or prior to October 31, 2006 (the “Documentation Date”); provided that, if the Equity Plan has not yet been established prior to such date, the Documentation Date shall be automatically extended until the seventh day following the date on which the Equity Plan is established and the Company has given the Executive written notice thereof (the “Extension Date”); provided, further, that, the Extension Date shall in no event be later than the last day of calendar year 2007. For the avoidance of doubt, the Executive’s investment of the Stock Purchase Amount shall be made on or prior to the later of the Documentation Date or the applicable Extension Date (if any).

(ii) As of date of the investment of the Stock Purchase Amount, and as a function of the amount thereof, the Executive shall be granted Options, subject to the terms and conditions attached hereto as Exhibit B. The Options shall be granted pursuant to an option agreement to be entered into by and between the Company and the Executive, substantially in the form attached hereto as Exhibit C. In the event that the Executive is required to make any filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, by reason of the grant of any Equity or exercise of his rights thereunder, the Company shall promptly provide any necessary information and shall pay any filing and reasonable legal fees in connection therewith, and, to the extent that the Company is required to make any filing under such Act, it shall make such filing in a timely manner.

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(g) SERP. In respect of the Executive’s accrued benefits under the Prior SERP, the Executive shall be entitled to receive a supplemental retirement benefit from the Company (the “Company SERP”). The Company SERP shall provide a benefit in an amount equal to $14,500,000, together with interest from December 31, 2006, at the rate of 5.05% per annum, less the actuarial equivalent (determined on the same basis as the foregoing $14,500,000 amount) with regard to any amount that the Executive receives or is entitled to receive in the future pursuant to the Prior SERP. Subject to Section 11, the Executive’s benefit under the Company SERP shall be paid in a cash lump sum on the earlier to occur of January 1, 2012, or the Executive’s termination of employment hereunder. The Executive will be fully vested at all times in his benefits under the Company SERP.

(h) Benefits. During the Term, the Executive (and his eligible dependents) shall be entitled to participate in employee benefit plans, programs, practices and arrangements of the Company (including, without limitation, retirement, health insurance, sick leave and other benefits) consistent with the terms thereof, as in effect from time to time.

(i) Vacation. During the Term, the Executive shall be entitled to paid vacation in accordance with the Company’s vacation policies applicable to senior executives of the Company, but in no event less than five (5) weeks per year. Any vacation shall be taken at the reasonable and mutual convenience of the Company and the Executive.

(j) Expenses. During the Term, the Company shall reimburse the Executive for all reasonable travel and other business expenses incurred by him in the performance of his duties to the Company in accordance with the Company’s expense reimbursement policy, which shall provide for travel and entertainment at a level commensurate with the Executive’s position.

(k) Legal Fees. The Company shall pay all reasonable attorneys’ fees and disbursements incurred by the Executive in connection with the negotiation of (i) this Agreement, up to a maximum of $75,000, and (ii) the negotiation of any other agreements documenting the Executive’s initial equity arrangements with the Company and concomitant revisions of this Agreement. To the extent that the foregoing payments are treated as taxable income to the Executive, the Company shall provide the Executive with a payment in an amount such that the Executive has no after tax cost for such payments.

4. Termination

The Executive’s employment hereunder may be terminated by the Company or the Executive, as applicable, without any breach of this Agreement only under the following circumstances:

(a) Circumstances.

(i) Death. The Executive’s employment hereunder shall terminate upon his death.

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(ii) Disability. If the Executive has incurred a Disability, the Company may give the Executive written notice of its intention to terminate the Executive’s employment, in which case the Executive’s employment with the Company shall terminate effective on the thirtieth (30^th) day after the receipt of such notice by the Executive; provided that prior to the effective date of such termination, the Executive shall not have returned to full-time performance of his duties; provided, further, that until such termination, the Executive shall continue to receive his full compensation and benefits.

(iii) Termination for Cause. The Company may terminate the Executive’s employment for Cause.

(iv) Termination without Cause. The Company may terminate the Executive’s employment without Cause.

(v) Resignation for Good Reason. The Executive may resign his employment for Good Reason.

(vi) Resignation without Good Reason. The Executive may resign his employment without Good Reason upon not less than forty-five (45) days advance written notice to the Supervisory Board.

(vii) Non-extension of Term by the Company. The Company may give notice of non-extension to the Executive pursuant to Section 2(b). Such non-extension by the Company shall constitute termination by the Company without Cause as of the end of the then-applicable Term.

(viii) Non-extension of Term by the Executive. The Executive may give notice of non-extension to the Company pursuant to Section 2(b).

(b) Notice of Termination. Any termination of the Executive’s employment by the Company or by the Executive under this Section 4 (other than termination pursuant to Section 4(a)(i) (Death)) shall be communicated by a written notice to the other party hereto indicating the specific termination provision in this Agreement relied upon, setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, and specifying a Date of Termination which, if submitted by the Executive, shall be at least forty-five (45) days in the case of a termination by the Executive without Good Reason, or fifteen (15) days in the case of a termination by the Executive for Good Reason, following the date of such notice (a “Notice of Termination”); provided, however, that the Company may, in its sole discretion, accelerate the Date of Termination to any date following the Company’s receipt of the Notice of Termination from the Executive by written notice to the Executive. A Notice of Termination

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submitted by the Company may provide for a Date of Termination on the date the Executive receives the Notice of Termination, or any date within thirty (30) days thereafter elected by the Company in its sole discretion. The failure by the Executive or the Company to set forth in the Notice of Termination (which Notice of Termination asserts a bona fide, good faith claim of Cause or Good Reason, as the case may be) any fact or circumstance which contributes to a showing of unrelated Cause or Good Reason shall not waive any right of the Executive or the Company hereunder or preclude the Executive or the Company from asserting in good faith such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder; provided, however, that such fact or circumstance was unknown to the notifying party (which, in the case of the Company, shall mean the Supervisory Board) at the time of the giving of such Notice of Termination.

(c) Company Obligations upon Termination (including due to death or Disability). Subject to Section 11, upon termination of the Executive’s employment (including due to the Executive’s death or Disability), the Executive (or the Executive’s estate) shall be entitled to receive, and the Company shall promptly provide (except as otherwise provided in this Agreement), (i) any amount of the Executive’s Annual Base Salary through the Date of Termination not theretofore paid, (ii) any expenses owed to the Executive under Section 3(j), (iii) any accrued vacation pay owed to the Executive pursuant to Section 3(i), (iv) any accrued and unpaid Annual Bonus for the immediately preceding year (except upon a termination of the Executive’s employment by the Company for Cause or by the Executive without Good Reason), (v) the portion of the Signing Bonus owed to the Executive pursuant to Section 3(c)(ii), (vi) the SERP benefit owed to the Executive pursuant to Section 3(g), (vii) any amount arising from the Executive’s participation in, or benefits under any employee benefit plans, programs or arrangements under Section 3(h), which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, programs or arrangements including, where applicable, any death and disability benefits, and (viii) any other payments, continued benefits or rights specifically provided pursuant to written agreement with the Company to continue following the Executive’s termination of employment, including, but not limited to, Sections 10, 11 and 13.

5. Severance Payments. If the Executive’s employment shall be terminated due to death pursuant to Section 4(a)(i), due to Disability pursuant to Section 4(a)(ii), by the Company without Cause pursuant to Section 4(a)(iv), by the Executive’s resignation for Good Reason pursuant to Section 4(a)(v), or due to the Company’s non-extension of the Term pursuant to Section 4(a)(vii), the Company shall, subject to the Executive’s execution of a general waiver and release of claims agreement substantially in the form attached hereto as Exhibit D, and subject to Section 11, provide the Executive:

(a) a cash severance payment equal to two times the sum of (i) the Executive’s Annual Base Salary, as in effect for the year in which such termination occurs, and (ii) $2,000,000; provided, however, that such severance payment shall be in

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lieu of notice or any other severance benefits to which the Executive might otherwise be entitled. The cash severance payment shall be paid in equal installments, in accordance with the normal payroll practices of the Company, during the Severance Period;

(b) the Annual Bonus for the year in which such termination occurs (based on the Company’s performance in relation to the applicable performance targets, as determined in good faith by the Compensation Committee), multiplied by the Pro-Rate Factor (as applicable to the Executive’s employment with the Company) and paid at such time as the Executive’s Annual Bonus would otherwise have been paid; and

(c) continuation of the Executive’s coverage under the Company’s health and welfare benefit plans and programs in which the Executive was entitled to participate immediately prior to the Date of Termination, to the extent permitted under the terms of such plans and programs, until the earlier to occur of (i) the end of the Severance Period and (ii) the date on which the Executive receives comparable health and welfare benefits from any subsequent employer; provided that, to the extent that the Company is unable to continue such benefits because of underwriting on the applicable plan term, or if such continuation would violate Section 105(h) of the Code, the Company shall provide the Executive with an economically equivalent benefit or payment determined on an after-tax basis (to the extent health and welfare benefit plans and programs in which the Executive was entitled to participate immediately prior to the Date of Termination were non-taxable to the Executive).

6. Non-Competition; Non-Solicitation; No-Hire

(a) The Executive shall not, at any time during the Term or during the two-year period following the Date of Termination (the “Restricted Period”):

(i) Directly or indirectly engage in, have any equity interest in, or manage or operate (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) any of the entities (which term “entity” shall for purposes of this Section 6 include any subsidiaries, parent entities or other Affiliates thereof (measured on the date of the Executive’s commencement of activities for such entities), or any successor thereto with regard to all or substantially all of the entity’s assets) set forth in a letter to be delivered to the Executive within thirty (30) days of the date hereof (each, a “Competitive Entity”), which original Competitive Entity must satisfy the fifteen (15) percent threshold described below (but as applied to the Group); provided, however, that the Executive shall be permitted to acquire a passive stock or equity interest in any such entity provided the stock or other equity interest acquired is not more than five (5) percent of the outstanding interest in such entity; provided, further, that, at any time prior to delivery of Notice of Termination by either party hereto, the Company shall have the discretion,

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acting reasonably and in good faith, to add additional Competitive Entities up to a total of ten (10), including those previously on the list, or to substitute another entity for any of the Competitive Entities; provided, further, that such addition or substitution is made prior to the giving of a Notice of Termination. Notwithstanding the foregoing, if the Company acquires any business in another business line (each, a “New Business”), then the Company shall have the discretion, acting reasonably and in good faith, to add up to five (5) competitors of the New Business to the foregoing list of the Competitive Entities, in excess of the applicable numerical limit, so long as each such added competitor derives at least fifteen (15) percent of its consolidated revenues and profits from business units that are competitive with the New Business based on the consolidated revenues and profits in the fiscal year immediately prior to the year such entity is added as a Competitive Entity; provided, further, that (x) at the time of any such acquisition, the Company shall examine the entire list of Competitive Entities and, in good faith, remove any which it reasonably believes should no longer be considered Competitive Entities, (y) the Company shall promptly remove any Competitive Entities in the event of the subsequent sale of the business of the Company with respect to which such Competitive Entity competes and (z) in no event shall the number of Competitive Entities be more than seventeen (17).

(ii) Directly or indirectly solicit or hire, on his own behalf or on behalf of any other person or entity, the services of any individual who, at the time of the Executive’s termination of employment hereunder, is (or, at any time during the previous twelve (12) months, was) a management-level employee or executive officer of the Company or, other than in the good faith performance of his duties with the Company, solicit or induce any of the Company’s then employees to terminate employment with the Company; provided that the foregoing shall not be violated if an entity with which the Executive is then associated solicits or hires any such prohibited person (other than any such person that is set forth on a list containing no more than fifty (50) individuals, to be provided by the Company to the Executive within thirty (30) days of his termination of employment hereunder), so long as the Executive does not, with knowledge of such person’s relationship with the Company, direct or approve and is not otherwise involved in such solicitation or hire of the specific person (as opposed to filling the position). The restrictions in this Section 6(a)(ii) shall not apply to (A) general solicitations that are not specifically directed to employees of the Company or any affiliate or (B) serving as a reference at the request of an employee. There shall be no violation of this Section 6(a)(ii) that may serve as a basis for Cause or a forfeiture event, unless there is an actual hire and the failure of such person hired to return to the Company’s employ (or other cure, if possible) within ten (10) days of Executive’s receipt of written notice from the Company; or

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(iii) Other than in the good faith performance of his duties with the Company, directly or indirectly, on his own behalf or on behalf of any other person or entity, recruit or otherwise solicit or induce any customer, subscriber or supplier of the Company at the time of the Executive’s termination of employment hereunder (or, at any time during the previous twelve (12) months) to terminate its arrangements with the Company, otherwise adversely change its relationship with the Company, or establish any relationship with the Executive or any of his affiliates for any business purpose competitive with the business of the Company; provided that the foregoing shall not be violated (A) by actions of the Executive taken on behalf of an entity with which the Executive is then associated and which is a customer, subscriber or supplier of the Company, to the extent that such actions are taken in connection with such customer, subscriber or supplier relationship, and (B) if an entity with which the Executive is then associated solicits or induces any such prohibited person, so long as the Executive does not, with knowledge of such person’s relationship with the Company, direct or approve and is not otherwise involved in such solicitation or inducement of the specific transaction (as opposed to transactions in general). The restrictions in this Section 6(a)(iii) shall not apply to general advertisements that are not specifically directed to customers or suppliers of the Company or any affiliate. There shall be no violation of this Section 6(a)(iii) that may serve as a basis for Cause or a forfeiture event, unless there is an actual termination, or an adverse change in the relationship, by a customer, subscriber or supplier of the Company and a failure by the Executive to cure within ten (10) days of receipt of written notice from the Company.

(b) In the event that the terms of this Section 6 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.

(c) As used in this Section 6, the term “Company” shall only include Lux Holdco and its Affiliates.

(d) The provisions contained in Section 6(a) may be altered and/or waived with the prior written consent of the Supervisory Board or the Compensation Committee.

7. Nondisclosure of Proprietary Information

(a) Except as deemed desirable by the Executive in the good faith performance of the Executive’s duties hereunder or pursuant to Section 7(c), the Executive shall, during the Term and in perpetuity after the Date of Termination, maintain in

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confidence and shall not directly or indirectly, use, disseminate, disclose or publish, or use for his benefit or the benefit of any person, firm, corporation or other entity any confidential or proprietary information or trade secrets of the Company, including, without limitation, information with respect to the Company’s operations, processes, protocols, products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships, regulatory status, compensation paid to employees or other terms of employment (“Proprietary Information”), or deliver to any person, firm, corporation or other entity any document, record, notebook, computer program or similar repository of or containing any such Proprietary Information. The Executive’s obligation to maintain and not use, disseminate, disclose or publish, or use for his benefit or the benefit of any person, firm, corporation or other entity any Proprietary Information after the Date of Termination will continue so long as such Proprietary Information is not generally known within the relevant trade or industry or in the public domain (other than by means of the Executive’s improper direct or indirect disclosure of such Proprietary Information) or is available, or becomes available to the Executive on a non-confidential basis, but only if the Executive has a reasonable good faith belief that such information is public, and such information is continued to be maintained as Proprietary Information by the Company. The parties hereby stipulate and agree that as between them, the Proprietary Information identified herein may be important, material and may affect the successful conduct of the businesses of the Company (and any successor or assignee of the Company).

(b) Upon termination of the Executive’s employment with the Company for any reason, the Executive will promptly deliver to the Company all correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any other documents concerning the Company’s customers, business plans, marketing strategies, products or processes. Notwithstanding the foregoing, the Executive may retain documents relating to his personal compensation and entitlements and his personal rolodex.

(c) The Executive may respond to a lawful and valid subpoena or other legal process but shall give the Company the prompt written notice thereof, shall, as much in advance of the return date as reasonably possible, make available to the Company and its counsel the documents and other information sought, and shall reasonably assist, at the Company’s expense, such counsel in resisting or otherwise responding to such process.

(d) As used in this Section 7, the term “Company” shall only include Lux Holdco and its Affiliates.

8. Non-Disparagement

(a) Each of the parties hereto agrees that at no time during the Executive’s employment by the Company or at any time within two (2) years thereafter shall

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such party (and, in the case of the Company, its officers and the members of the Executive Board, and board of directors of Lux Holdco) make, or cause or assist any other person to make, with intent to damage, any public statement or other public communication which impugns or attacks, or is otherwise critical of, the reputation, business or character of the other party (including, in the case of Lux Holdco, any of its directors or officers).

(b) Notwithstanding the foregoing, nothing in this Section 8 shall prevent the Company, the Executive or any other person from (i) responding to incorrect, disparaging or derogatory public statements to the extent necessary to correct or refute such public statements, or (ii) making any truthful statement (A) to the extent necessary in connection with any litigation, arbitration or mediation involving this Agreement, including, but not limited to, the enforcement of this Agreement, (B) to the extent required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with apparent jurisdiction or authority to order or require such person to disclose or make accessible such information, (C) that is a normal comparative statement in the context of advertising, promotion or solicitation of customers, without reference to the Executive’s prior relationship with the Company, or (D) as the Executive deems reasonably desirable in the good faith performance of his duties with the Company.

9. Injunctive Relief

It is recognized and acknowledged by the Company and the Executive that a breach of the covenants contained in Sections 6, 7 and 8 may cause irreparable damage to the Company and its goodwill and, with respect to Section 8, the Executive, the exact amount of which will be difficult or impossible to ascertain, and that the remedies at law for any such breach will be inadequate. Accordingly, the Company and the Executive agree that in the event of a breach of any of the covenants contained in Sections 6, 7 and 8, in addition to any other remedy which may be available at law or in equity, the Company or the Executive, as applicable, will be entitled to specific performance and injunctive relief.

10. Parachute Payments and Excise Taxes

(a) So long as the Company is described in Section 280G(b)(5)(A)(ii)(I) of the Code, if any payment or benefit (within the meaning of Section 280G(b)(2) of the Code), to the Executive or for the Executive’s benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, the Executive’s employment with the Company or a change in ownership or effective control of the Company or of a substantial portion of its assets (any such payment or benefit, a “Parachute Payment”), would be subject to the excise tax imposed by Section 4999 of the Code, or if any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive will be entitled to receive additional payments (a “Gross-Up Payment”) in an amount equal to the

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Excise Taxes imposed upon the Parachute Payment and the Gross-Up Payment. Except as expressly provided in this Section 10(a), the Executive shall not be entitled to any additional payments in connection with any Parachute Payments or Gross-Up Payments, including any reimbursement for the income tax thereon.

(b) If the Company is not described in Section 280G(b)(5)(A)(ii)(I) of the Code, and if the Executive shall become entitled to a Parachute Payment, which Parachute Payment will be subject to the Excise Tax, subject to Section 10(e) below, then the Company shall pay to the Executive at the time specified below (i) a Gross-Up Payment such that the net amount retained by the Executive, after deduction of any Excise Tax on the Parachute Payment and any U.S. federal, state, and local income or payroll tax upon the Gross-up Payment provided for by this paragraph, but before deduction for any U.S. federal, state, and local income or payroll tax on the Parachute Payment, shall be equal to the Parachute Payment, and (ii) an amount equal to the product of any deductions disallowed for federal, state or local income tax purposes because of the inclusion of the Gross-Up Payment in the Executive’s adjusted gross income multiplied by the highest applicable marginal rate of federal, state or local income taxation, respectively, for the calendar year in which the Gross-Up Payment is to be made.

(c) Notwithstanding the foregoing, if it shall be determined that the Executive is entitled to a Gross-Up Payment, but that if the Parachute Payment (other than that portion valued under Treasury Regulation Section 1.280G, Q&A 24(c)) (the “Cash Payment”) is reduced by the amount necessary such that the receipt of the Cash Payment would not give rise to any Excise Tax (the “Reduced Payment”) and the Reduced Payment would not be less than ninety percent (90%) of the Cash Payment, then no Gross-Up Payment shall be made to the Executive and the Cash Payments, in the aggregate, shall be reduced to the Reduced Payments. If the Reduced Payment is to be effective, payments shall be reduced in the following order (i) any cash severance based on a multiple of Annual Base Salary or Annual Bonus, (ii) any other cash amounts payable to the Executive, (iii) any benefits valued as parachute payments, (iv) acceleration of vesting of any stock options for which the exercise price exceeds the then fair market value, and (v) acceleration of vesting of any equity not covered by subsection (iv) above, unless the Executive elects another method of reduction by written notice to the Company prior to the change of ownership or effective control.

(d) In the event that the Internal Revenue Service or court ultimately makes a determination that the excess parachute payments plus the base amount is an amount other than as determined initially, an appropriate adjustment shall be made with regard to the Gross-Up Payment or Reduced Payment, as applicable to reflect the final determination and the resulting impact on whether the preceding Section 10(c) applies.

(e) For purposes of determining whether any of the Parachute Payments and Gross-Up Payments (collectively the “Total Payments”) will be subject to the Excise Tax and the amount of such Excise Tax, (i) the Total Payments shall be treated as

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“parachute payments” within the meaning of Section 280G(b)(2) of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless and except to the extent that, in the opinion of the Company’s independent certified public accountants appointed prior to any change in ownership (as defined under Section 280G(b)(2) of the Code) or tax counsel selected by such accountants or the Company (the “Accountants”), there is a reasonable reporting position that such Total Payments (in whole or in part) either do not constitute “parachute payments,” including giving effect to the recalculation of stock options in accordance with Treasury Regulation Section 1.280G-1, Q&A 33, represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the “base amount” or are otherwise not subject to the Excise Tax, and (ii) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Code. To the extent permitted under Revenue Procedure 2003-68, the value determination shall be recalculated to the extent it would be beneficial to the Executive. All determinations hereunder shall be made by the Accountants which shall provide detailed supporting calculations both to the Company and the Executive at such time as they are requested by the Company or the Executive. If the Accountants determine that payments under this Agreement must be reduced pursuant to this paragraph, they shall furnish the Executive with a written opinion to such effect. The determination of the Accountants shall be final and binding upon the Company and the Executive.

(f) For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay U.S. federal income taxes at the highest marginal rate of U.S. federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive’s residence for the calendar year in which the Parachute Payment is to be made, net of the maximum reduction in U.S. federal income taxes which could be obtained from deduction of such state and local taxes if paid in such year. In the event that the Excise Tax is subsequently determined by the Accountants to be less than the amount taken into account hereunder at the time the Gross-Up Payment is made, the Executive shall repay to the Company, at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the prior Gross-Up Payment attributable to such reduction (plus the portion of the Gross-Up Payment attributable to the Excise Tax and U.S. federal, state and local income tax imposed on the portion of the Gross-up Payment being repaid by the Executive if such repayment results in a reduction in Excise Tax or a U.S. federal, state and local income tax deduction), plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. Notwithstanding the foregoing, in the event any portion of the Gross-Up Payment to be refunded to the Company has been paid to any U.S. federal, state and local tax authority, repayment thereof (and related amounts) shall not be required until actual refund or credit of such portion has

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been made to the Executive, and interest payable to the Company shall not exceed the interest received or credited to the Executive by such tax authority for the period it held such portion. The Executive and the Company shall mutually agree upon the course of action to be pursued (and the method of allocating the expense thereof) if the Executive’s claim for refund or credit from such tax authority is denied.

(g) In the event that the Excise Tax is later determined by the Accountant or the Internal Revenue Service to exceed the amount taken into account hereunder at the time the Gross-Up Payment is made (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest or penalties payable with respect to such excess) at the time that the amount of such excess is finally determined.

(h) The Gross-up Payment or portion thereof provided for above shall be paid not later than the sixtieth (60^th) day following a change in ownership or effective control covered by Section 280G(b)(2) of the Code that subjects the Executive to the Excise Tax; provided, however, that if the amount of such Gross-up Payment or portion thereof cannot be finally determined on or before such day, the Company shall pay to the Executive on such day an estimate, as determined in good faith by the Accountant, of the minimum amount of such payments and shall pay the remainder of such payments, subject to further payments pursuant to Section 10(d), as soon as the amount thereof can reasonably be determined, but in no event later than the ninetieth (90^th) day after the occurrence of the event subjecting the Executive to the Excise Tax. In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, subject to Section 10(l),such excess shall constitute a loan by the Company to the Executive, payable on the fifth (5^th) day after demand by the Company (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code).

(i) In the event of any controversy with the Internal Revenue Service (or other taxing authority) with regard to the Excise Tax, the Executive shall permit the Company to control issues related to the Excise Tax (at its expense), but the Executive shall control any other issues unrelated to the Excise Tax. In the event that the issues are interrelated, the Executive and the Company shall in good faith cooperate. In the event of any conference with any taxing authority as to the Excise Tax or associated income taxes, the Executive shall permit the representative of the Company to accompany the Executive, and the Executive and his representative shall cooperate with the Company and its representative.

(j) The Company shall be responsible for all charges of the Accountant.

(k) The Company and the Executive shall promptly deliver to each other copies of any written communications, and summaries of any verbal communications, with any taxing authority regarding the Excise Tax covered by this provision.

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(l) Nothing in this Section 10 is intended to violate the Sarbanes-Oxley Act and to the extent that any advance or repayment obligation hereunder would do so, such obligation shall be modified so as to make the advance a nonrefundable payment to the Executive and the repayment obligation null and void.

11. Section 409A of the Code

(a) If any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with the Executive, reform such provision to comply with Section 409A of the Code; provided that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to the Executive of the applicable provision without violating the provisions of Section 409A of the Code.

(b) Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on the date of termination of his employment to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code and the Company is a public company, then with regard to any payment or the provision of any benefit that is required to be delayed in compliance with Section 409A(a)(2)(B) of the Code, such payment or benefit shall not be made or provided (subject to the last sentence hereof) prior to the earlier of (i) the expiration of the six (6) month period measured from the date of his “separation from service” (as such term is defined in Treasury Regulations issued under Code Section 409A) or (ii) the date of his death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 11(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to the Executive that would not be required to be delayed if the premiums therefor were paid by the Executive, the Executive shall pay the full cost of premiums for such welfare benefits during the Delay Period and the Company shall pay the Executive an amount equal to the amount of such premiums paid by the Executive during the Delay Period promptly after its conclusion.

(c) Solely with respect to the Equity, but, for the avoidance of doubt, excluding any other compensation or benefits provided by the Company to the Executive, whether under this Agreement or otherwise, the Company shall indemnify and hold harmless, on an after-tax basis, the Executive from and against any accelerated or additional tax (including interest and penalties with respect thereto) that may be imposed on the Executive by reason of Section 409A of the Code.

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(d) Notwithstanding anything to the contrary herein, the Executive’s rights under this Section 11 shall survive the termination of his employment for any reason and the termination or expiration of this Agreement for any reason.

12. Assignment and Successors

The provisions of this Agreement shall be binding on and shall inure to the benefit of any successor in interest to the Company. Neither this Agreement nor any of the rights, duties or obligations of the Executive shall be assignable by the Executive, nor shall any of the payments required or permitted to be made to the Executive by this Agreement be encumbered, transferred or in any way anticipated, except as required by applicable laws. This Agreement shall not be terminated solely by reason of the merger or consolidation of the Company with any corporate or other entity or by the transfer of all or substantially all of the assets of the Company to any other person, corporation, firm or entity; provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee assumes the rights and duties of the Company as contained in this Agreement, either contractually or as a matter of law; provided, further, that no assignment of this Agreement shall be permitted other than in such instance. However, all rights of the Executive under this Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, estates, executors, administrators, heirs and beneficiaries. All amounts payable to the Executive hereunder shall be paid, in the event of the Executive’s death, to the Executive’s estate, heirs or representatives.

13. Indemnification and Insurance; Legal Expenses

During the Term and for so long thereafter as liability exists with regard to the Executive’s activities during the Term on behalf of the Company, its Affiliates, or as a fiduciary of any benefit plan of any of them, the Company shall indemnify the Executive to the fullest extent permitted by applicable law (other than in connection with the Executive’s gross negligence or willful misconduct), and shall advance to the Executive reasonable attorneys’ fees and expenses as such fees and expenses are incurred (subject to an undertaking from the Executive to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that the Executive was not entitled to the reimbursement of such fees and expenses). During the Term and thereafter while liability exists, the Executive shall be entitled to the protection of any insurance policies the Company shall elect to maintain generally for the benefit of its directors and officers (“Directors and Officers Insurance”) against all costs, charges and expenses incurred or sustained by him in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a director, officer or employee of the Company or any of its Affiliates or his serving or having served any other enterprise or benefit plan as a director, officer, fiduciary or employee at the request of the Company (other than any dispute, claim or controversy arising under or relating to this Agreement); provided that the Executive shall, in all cases, be entitled to Directors and Officers Insurance coverage no less favorable than that (if any) provided to any other present or former director or officer of the Company.

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14. Governing Law

This Agreement shall be governed, construed, interpreted and enforced in accordance with the substantive laws of the state of New York, without reference to the principles of conflicts of law of New York or any other jurisdiction, and where applicable, the laws of the United States. Subject to Section 22, any dispute arising out of this Agreement or any matter related hereto may be brought in the courts of New York County, New York or in the United States District Court for the Southern District of New York, and, by execution and delivery of this Agreement, the Company and the Executive accept the jurisdiction of said courts, agree to service of process by registered or certified mail, and irrevocably agree to be bound by any judgment rendered thereby in connection with this Agreement. The foregoing consent to jurisdiction shall not be deemed to confer rights on any person other than the respective parties to this Agreement.

15. Validity

The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

16. Notices

Any notice, request, claim, demand, document and other communication hereunder to any party shall be effective upon receipt (or refusal of receipt) and shall be in writing and delivered personally or sent by telex, telecopy, or certified or registered mail, postage prepaid, as follows (or to any other address as any party shall have specified by notice in writing to the other party):

(a)	If to the Company:
	VNU Group B.V.
	Ceylonpoort 5
	2037 AA Haarlem
	The Netherlands
	Fax.:	+31 23 546 3938
	Attn:	Chairman of the Executive Committee of the Supervisory Board
	and
	VNU Group B.V.
	Ceylonpoort 5
	2037 AA Haarlem
	The Netherlands
	Fax.:	+31 23 546 3938
	Attn:	Chairman of the Compensation Committee

25

	with a copy to:
	Latham & Watkins, LLP
	885 Third Avenue
	New York, New York 10022-4802
	Fax:	(212) 751-4864
	Attn:	Jed Brickner
(b)	If to the Executive, to the address last shown on the records of the Company.

17. Counterparts

This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement.

18. Entire Agreement

The terms of this Agreement and the other agreements and instruments contemplated hereby or referred to herein (collectively, the “Related Agreements”) are intended by the parties to be the final expression of their agreement with respect to the employment of the Executive by the Company and may not be contradicted by evidence of any prior or contemporaneous agreement (including without limitation any term sheet or similar agreement entered into between the Company and the Executive). The parties further intend that this Agreement and the Related Agreements shall constitute the complete and exclusive statement of their terms and that no extrinsic evidence whatsoever may be introduced in any judicial, administrative, or other legal proceeding to vary the terms of this Agreement and the Related Agreements.

19. Amendments; Waivers

This Agreement may not be modified, amended, or terminated except by an instrument in writing, signed by the Executive and a duly authorized officer or director of the Company which expressly identifies the amended provision of this Agreement. By an instrument in writing similarly executed and similarly identifying the waived compliance, the Executive or a duly authorized officer or director of the Company may waive compliance by the other party or parties with any provision of this Agreement that such other party was or is obligated to comply with or perform; provided, however, that such waiver shall not operate as a waiver of, or estoppel with respect to, any other or subsequent failure. No failure to exercise and no delay in exercising any right, remedy, or power hereunder shall preclude any other or further exercise of any other right, remedy, or power provided herein or by law or in equity.

26

20. No Inconsistent Actions

The parties hereto shall not voluntarily undertake or fail to undertake any action or course of action inconsistent with the provisions or essential intent of this Agreement. Furthermore, it is the intent of the parties hereto to act in a fair and reasonable manner with respect to the interpretation and application of the provisions of this Agreement.

21. Construction

This Agreement shall be deemed drafted equally by the parties hereto. Its language shall be construed as a whole and according to its fair meaning. Any presumption or principle that the language is to be construed against any party shall not apply. The headings in this Agreement are only for convenience and are not intended to affect construction or interpretation. Any references to paragraphs, subparagraphs, sections or subsections are to those parts of this Agreement, unless the context clearly indicates to the contrary. Also, unless the context clearly indicates to the contrary, (a) the plural includes the singular and the singular includes the plural; (b) “and” and “or” are each used both conjunctively and disjunctively; (c) “any,” “all,” “each,” or “every” means “any and all,” and “each and every”; (d) “includes” and “including” are each “without limitation”; (e) “herein,” “hereof,” “hereunder” and other similar compounds of the word “here” refer to the entire Agreement and not to any particular paragraph, subparagraph, section or subsection; and (f) all pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the entities or persons referred to may require.

22. Arbitration

Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted before an arbitrator in New York, New York, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitration award in any court having jurisdiction; provided, however, that the Company or the Executive shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any continuation of any violation of the provisions of Sections 6, 7 and 8 of the Agreement, as applicable, and the Company and the Executive hereby consent that such restraining order or injunction may be granted without requiring the Company to post a bond. Only individuals who are (a) lawyers engaged full-time in the practice of law, as in-house counsel or as a professor of law; and (b) on the AAA register of arbitrators shall be selected as an arbitrator. Within twenty (20) days of the conclusion of the arbitration hearing, the arbitrator shall prepare written findings of fact and conclusions of law. It is mutually agreed that the written decision of the arbitrator shall be valid, binding, final and non-appealable; provided however, that the parties hereto agree that the arbitrator shall not be empowered to award punitive damages against any party to such arbitration. In the event that an action is brought to enforce the provisions of this Agreement pursuant to this Section 22, (x) if the arbitrator determines that the Executive is the prevailing party in such action, the Company shall be required to pay the reasonable attorney’s fees and expenses of the Executive in connection with such arbitration, as well as the arbitrator’s full fees and expenses and (y) if the Company prevails in such action or if, in the opinion of the court or arbitrator deciding such action, there is no prevailing party, each party shall pay his or its own attorney’s fees and expenses and the arbitrator’s fees and expenses will be borne equally by the parties thereto.

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23. No Mitigation; No Offset

The Executive shall not be required to seek other employment or otherwise mitigate the amount of any payments to be made by the Company pursuant to this Agreement. The payments provided pursuant to this Agreement shall not be reduced by any compensation earned by the Executive as the result of employment by another employer after the Date of Termination or otherwise. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others.

24. Enforcement

If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term of this Agreement, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a portion of this Agreement; and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of such illegal, invalid or unenforceable provision there shall be added automatically as part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

25. Withholding

The Company shall be entitled to withhold from any amounts payable under this Agreement any federal, state, local or foreign withholding or other taxes or charges which the Company is required to withhold. The Company shall be entitled to rely on an opinion of counsel if any questions as to the amount or requirement of withholding shall arise.

26. Employee Acknowledgement

The Company and the Executive acknowledge that they have read and understand this Agreement, are fully aware of its legal effect, have not acted in reliance upon any representations or promises made by the Company or the Executive other than those contained in writing herein, and have entered into this Agreement freely based on their own judgment.

[signature page follows]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

VALCON ACQUISITION HOLDING (LUXEMBOURG) S.À R.L.
By:	/s/ Authorized Signatory
Name:
Title:
VNU, INC.
By:	/s/ Authorized Signatory
Name:
Title:
EXECUTIVE
By:	/s/ David L. Calhoun
	David L. Calhoun

Exhibit A

Board and Committee Positions

None.

A-1

Exhibit B

Summary of Terms and Conditions of Equity Participation

The following is a summary of: (i) the proposed terms and conditions under which the Executive will acquire shares of the Common Stock and will receive Options to purchase shares of the Common Stock, and (ii) certain agreements that will govern the Options and the shares of Common Stock acquired by the Executive.

This summary is subject, in its entirety, to execution of the definitive documents that will contain the terms set forth herein. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Employment Agreement to which this summary is attached as Exhibit B.

Purchase of Common Stock	The Executive shall invest the Stock Purchase Amount, of which $10,000,000 is intended to be obtained from the after-tax proceeds from the Make Whole Payment in shares of the Common Stock, at the Base Price. The Company represents that the Base Price will be fair market value on the date of grant.
Grant of Stock Options	The Executive shall receive (i) an Option to purchase a number of shares of Common Stock with an aggregate value of $60,000,000, with an exercise price per share equal to the Base Price, and the Company represents that the Base Price will be fair market value on the date of grant and (ii) an Option to purchase a number of shares of Common Stock with an aggregate value of $20,000,000, with an exercise price per share equal to two times the Base Price, in each case pursuant to the terms of the Equity Plan.
Vesting and Exercisability	One-half of the Options will be granted as Time Options and one-half of the Options will be granted as Performance Options (each as described below). So long as the Executive remains employed with the Company:
	(i) The Time Options will become vested and exercisable as to 5% of the shares of Common Stock subject thereto on December 31, 2006, and as to 19% of the shares of Common Stock subject thereto on the last day of each of the next five calendar years.
	(ii) The Performance Options will become vested and exercisable as to 5% of the shares of Common Stock subject thereto on December 31, 2006, and 19% of the shares of Common Stock subject thereto on the last day of each of the next five calendar years, if and only if the Company’s performance equals or exceeds the applicable Annual EBITDA Targets (as described below under “Performance Targets”), or as otherwise set forth below.
	Notwithstanding the foregoing, (i) upon a termination of the Executive’s employment with the Company for any reason (except by the Company for Cause or by reason of the Executive’s resignation without Good Reason), (x) the installments of the Time Option that are otherwise scheduled to vest on December 31 of calendar years 2006 through 2008, shall immediately become vested (to the extent not already vested), and (y) to the extent that such termination occurs following calendar year 2008, the installment of the Time Option scheduled to vest on December 31 of the year in which such

B-1

	termination occurs shall become vested as to a pro-rata portion, based on the number of days worked in such fiscal year; (ii) achievement of the Annual EBITDA Targets on a cumulative basis for any current year and all prior years will cause “catch-up” vesting of any prior year’s installments which were not vested because of failure to achieve the applicable Annual EBITDA Target for any such prior year. The Cumulative EBITDA Targets are as described below under “Performance Targets”; and (iii) upon any termination of employment (except by the Company for Cause or by reason of the Executive’s resignation without Good Reason) in the last six months of any fiscal year, if the performance targets for such fiscal year are in fact achieved, the Executive shall vest in the percentage of the Performance Options in which he would have vested in respect of such fiscal year if he had remained employed through the date of such determination, pro-rated for the number of days worked in such fiscal year. Any portion of the Performance Options that vests pursuant to subsections (ii) or (iii) above, shall be referred to as the “Additional Vested Performance Options.”
	Upon a Change in Control, (i) any then-unvested Time Options will become vested and exercisable in full, and (ii) in addition to the provisions of the prior paragraph, any then-unvested Performance Options will become vested and exercisable in full, if as a result of such Change in Control, the Principal Stockholders realize an aggregate return of at least 2.5 times their equity investment in the Company (including all dividends and other payments).
Expiration of Options	Any vested portion of the Options will expire upon the earliest of:
	(i) the tenth anniversary of the grant date;
	(ii) the first anniversary of the termination of the Executive’s employment by reason of death or Disability; provided that if the Common Stock is not publicly traded on an established securities market (“publicly traded”) or if the Executive is not legally free to sell on such market the securities subject to the applicable portion of the Options, during such entire one-year period, then, as to the applicable portion of the Options,2 six months following the date upon which (x) the last of the securities subject to such portion of the Options becomes publicly traded, and (y) the Executive would be legally free to sell the last of such securities on such market (the “Proviso Period”). Notwithstanding the foregoing, in the case of any Additional Vested Performance Options, the Executive shall have the same period to exercise such Options, as if his employment had been terminated by the Company without Cause on the date on which the achievement of the applicable performance targets is determined (the “AVPO Period”);
	(iii) with respect to a termination of the Executive’s employment by the Company without Cause or by the Executive for Good Reason: six months following such termination, subject to the Proviso Period and/or the AVPO Period, as applicable;

² Reference to “the applicable portion of the Options” reflects that different types of securities may be covered by the Options.

B-2

	(iv) with respect to a termination of the Executive’s employment by reason of his resignation without Good Reason: (A) if such termination occurs prior to January 1, 2010, immediately upon such termination; (B) if such termination occurs after December 31, 2009, and prior to January 1, 2012, 30 days following such termination; and (C) if such termination occurs after December 31, 2011, six months following such termination, subject to the Proviso Period and/or the AVPO Period, as applicable;
	(v) the date of termination of the Executive’s employment by the Company for Cause; or
	(vi) at the discretion of the Company, the effective date of a merger, consolidation or other transaction or capital change of the Company, as provided in the Equity Plan, which is a Change in Control; provided that prior thereto or simultaneously therewith, the Options are bought out for the spread.
	In the event of any termination of the Executive’s employment, any unvested portion of the Options which does not otherwise accelerate and vest upon such termination will terminate without payment therefor.
Stockholders’ Agreement	The Options, and all Common Stock held by the Executive, will be subject to a management stockholders’ agreement which will provide for terms including the following:
	(i) in the event of a sale by the Principal Stockholders in the public market, customary “piggyback” registration rights on behalf of the Executive (other than at the time of an initial public offering, unless other officers or directors are selling in such offering, and if not permitted to have “piggyback” registration rights on such an initial public offering, the Executive shall receive a carry-forward of the percentage sold by the Principal Stockholders in releasing his shares for their sale);
	(ii) in the event of a private sale by the Principal Stockholders, customary “tag-along” rights on behalf of the Executive and “drag-along” rights with respect to the Executive’s Common Stock on behalf of the Principal Stockholders; and
	(iii) in the event of termination of employment with the Company, repurchases of the Equity, under such circumstances and at such prices as set forth below under “Management Equity Call Rights.”
	These provisions shall expire based on a reduction in the Principal Stockholders’ ownership percentage to less than 33  1/3 percent of the amount as of the date hereof.
Miscellaneous Provisions	Method of Exercise: Equity Plan to include cashless exercise feature.
	Adjustment: The number, exercise price and kind of shares of Common Stock subject to the Options shall be appropriately and proportionately adjusted, so as not to enlarge or diminish the rights of the Executive, in the event of an increase, decrease or other change in the outstanding shares of Common Stock (including, without limitation, through a stock split or similar transaction), or in the event of an extraordinary dividend payment, in each case in compliance with Section 409A of the Code.

B-3

Performance

Targets

Calendar Year	Annual EBITDA Targets		Cumulative EBITDA Targets
2006	$	924,000,000		N/A
2007	$	1,125,000,000	$	2,049,000,000
2008	$	1,345,000,000	$	3,394,000,000
2009	$	1,460,000,000	$	4,854,000,000
2010	$	1,550,000,000	$	6,404,000,000
2011	$	1,656,000,000	$	8,060,000,000
*  The Annual EBITDA Targets and Cumulative EBITDA Targets will be adjusted by the Supervisory Board, in its good faith judgment, for any material acquisitions or divestitures or other extraordinary corporate transactions, as well as accounting changes.

B-4

Management Equity Call Rights	The Company shall have 180 days following the termination of the Executive’s employment under the Employment Agreement to exercise its option to repurchase the Equity, as described in the table below.
	Purchased Stock/ Option Stock	Options
Death or Disability	Purchased Stock: At Fair Market Value (as determined by the Supervisory Board reasonably, in good faith and in a manner which complies with Section 409A of the Code (and without any minority discount) or, after a public offering, market price, as applicable (“FMV”)). Option Stock: At FMV.	Vested Options: The Company can call vested Options at FMV of underlying Common Stock minus Option exercise price.
Termination without Cause or Quit for Good Reason	Purchased Stock: No call. Option Stock: No call.	All Options: No call.
Termination for Cause or Prohibited Transfers	Purchased Stock: At lesser of (a) purchase price or exercise price, as applicable (“Cost”) and (b) FMV. Following December 31, 2011: No call. Option Stock: At lesser of (a) Cost and (b) FMV. Following December 31, 2011: No call.	N/A.
Quit without Good Reason	Purchased Stock: On or prior to December 31, 2009: At lesser of (a) Cost and (b) FMV. Following December 31, 2009: At FMV. Following December 31, 2011: No call. Option Stock: On or prior to December 31, 2009: At lesser of (a) Cost and (b) FMV. Following December 31, 2009: At FMV. Following December 31, 2011: No call.	On or prior to December 31, 2009: N/A. Between January 1, 2010 and December 31, 2011: Company can call vested Options at FMV of underlying Common Stock minus Option exercise price. Following December 31, 2011: No call.

B-5

Exhibit C

[Form of Option Agreement]

C-1

Exhibit D

Form of Release

David L. Calhoun (the “Executive”) agrees for the Executive, the Executive’s spouse and child or children (if any), the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors and assigns, hereby forever to release, discharge, and covenant not to sue VNU Group B.V., a private company with limited liability incorporated under the laws of the Netherlands (Besloten Vennootschap met Beperkte Aansprakelijkheid) (the “Company”), the Company’s past, present, or future parent, affiliated, related, and/or subsidiary entities, and all of their past and present directors, shareholders, officers, general or limited partners, employees, agents, and attorneys, and agents and representatives of such entities, in such capacities, and employee benefit plans in which the Executive is or has been a participant by virtue of his employment with the Company, and the successors of the Company or any of the foregoing entities, from any and all claims, debts, demands, accounts, judgments, rights, causes of action, equitable relief, damages, costs, charges, complaints, obligations, promises, agreements, controversies, suits, expenses, compensation, responsibility and liability of every kind and character whatsoever (including attorneys’ fees and costs), whether in law or equity, known or unknown, asserted or unasserted, suspected or unsuspected, which the Executive has or may have had against such entities based on any events or circumstances arising or occurring on or prior to                      (or, with respect to claims of disparagement, arising or occurring on or prior to the date this Release is executed), arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever, (a) the Executive’s employment with the Company or the termination thereof or (b) the Executive’s status at any time as a holder of any securities of the Company, and any and all claims arising under the law of the United States, any other country, or any state, or locality relating to employment, or securities, including, without limitation, claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, or liability in tort, claims of any kind that may be brought in any court or administrative agency, any claims arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Family and Medical Leave Act, the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act, and similar statutes, ordinances, and regulations of the United States, any other country, or any state or locality; provided, however, notwithstanding anything to the contrary set forth herein, that this general release shall not extend to (x) amounts owed to or rights available for the Executive under Sections 3, 4 or 5 of that certain Employment Agreement dated [                    ], 2006, by and between the Company and the Executive (the “Employment Agreement”), any obligation assumed under Sections 8, 10, 11 or 13 of the Employment Agreement by any party thereto, and amounts or rights under any other agreement that by their terms imply continuation after termination of employment, and (y) benefit claims under employee pension benefit plans in which the Executive is a participant by virtue of his employment with the Company or to benefit claims under employee welfare benefit plans for occurrences (e.g., medical care, death, or onset of disability) arising after the execution of this Release by the Executive.

The Executive understands that this Release includes a release of claims arising under the Age Discrimination in Employment Act (ADEA). The Executive understands and warrants that he has been given a period of 21 days to review and consider this Release. The

D-1

Executive is hereby advised to consult with an attorney prior to executing the Release. By his signature below, the Executive warrants that he has had the opportunity to do so and to be fully and fairly advised by that legal counsel as to the terms of this Release. The Executive further warrants that he understands that he may use as much or all of his 21-day period as he wishes before signing, and warrants that he has done so.

The Executive further warrants that he understands that he has seven days after signing this Release to revoke the Release by notice in writing to [            ]. This Release shall be binding, effective, and enforceable upon both parties upon the expiration of this seven-day revocation period without [            ] having received such revocation, but not before such time.

D-2

EX-10.5(B)

Exhibit 10.5(B)

Valcon Acquisition Holding (Luxembourg) S.à r.l. 52 rue de Rollingergrund L-2440 Luxembourg Grand Duchy of Luxembourg VNU, Inc. 770 Broadway New York, New York 10003-9595 United States

August 22, 2006

David L. Calhoun

c/o Proskauer Rose LLP

1585 Broadway

New York, NY 10036-8299

Dear David:

Reference is made to that certain employment agreement (the “Employment Agreement”), dated as of August 22, 2006, by and between you, Valcon Acquisition Holding (Luxembourg) S.à r.l., a private limited company incorporated under the laws of Luxembourg, and VNU, Inc., a Delaware corporation. Capitalized terms used but not otherwise defined in this notice shall have the meanings ascribed to them in the Employment Agreement.

In accordance with Section 6(a)(i) of the Employment Agreement, you are hereby notified that each of the following entities shall constitute a Competitive Entity for purposes of the Employment Agreement:

1. Information Resources, Inc.

2. Taylor Nelson Sofres plc

3. GfK AG

4. Ipsos SA

5. IMS Health Incorporated

6. Arbitron Inc.

7. Reed Elsevier Group plc

8. The Thomson Corporation

9. Symphony Technology Group, LLC

Valcon Acquisition Holding (Luxembourg) S.à r.l.
By:	/s/ Authorized Signatory
Name:
Title:
VNU, INC.
By:	/s/ Authorized Signatory
Name:
Title:

Receipt acknowledged by:

/s/ David L. Calhoun

David L. Calhoun

EX-10.10A

Exhibit 10.10(a)

2006 STOCK ACQUISITION AND OPTION PLAN

FOR KEY EMPLOYEES OF

VALCON ACQUISITION HOLDING B.V. AND ITS SUBSIDIARIES

(As Amended and Restated)

1. Purpose of Plan

The 2006 Stock Acquisition and Option Plan for Key Employees of and Valcon Acquisition Holding B.V. and Its Subsidiaries (the “Plan”) is designed:

(a) to promote the long term financial interests and growth of Valcon Acquisition Holding B.V. (the “Company”) and its Subsidiaries by attracting and retaining management and other personnel with the training, experience and ability to enable them to make a substantial contribution to the success of the Company’s business;

(b) to motivate management personnel by means of growth-related incentives to achieve long range goals; and

(c) to further the alignment of interests of participants with those of the stockholders of the Company through opportunities for increased stock, or stock-based ownership in the Company.

2. Definitions

As used in the Plan, the following words shall have the following meanings:

(a) “Affiliate” means with respect to any Person, any entity directly or indirectly controlling, controlled by or under common control with such Person.

(b) “Bidco” means Valcon Acquisition BV, a private company with limited liability incorporated under the laws of The Netherlands and an entity which is wholly-owned by the Company.

(c) “Board” means the Supervisory Board of the VNU Group B.V.

(d) “Change in Control” means any transaction (including, without limitation, any merger, consolidation or sale of assets or equity interests, or any acquisition of stock in the open market or otherwise) the result of which is that any Person or Group, other than any of the Investors or their Affiliates, obtains (i) direct or indirect beneficial ownership of more than fifty (50) percent of the voting rights attached to the entire issued share capital of Valcon Acquisition Holding (Luxembourg) S.à.r.l. (“Luxco”), or any entity which is wholly-owned, directly or indirectly, by Luxco and which has materially the same direct or indirect ownership of all direct and indirect subsidiaries of Luxco as does Luxco, or (ii) all or substantially all of the assets of the VNU Group (excluding, for the avoidance of doubt, a transaction or series of transactions involving the sale of only (A) the assets of the entities comprising the Business Information division of the VNU Group, in combination with (B) the assets of either (x) the entities comprising the Marketing Information division of the VNU Group or (y) the entities comprising the Media Measurement and Information division of the VNU Group, in each case as such applicable division is constituted from time to time).

(e) “Code” means the Internal Revenue Code of 1986, as amended.

(f) “Control” means with respect to a Person (other than an individual) (i) direct or indirect ownership of more than 50% of the voting rights of such Person, or (ii) the right to appoint the majority of the members of the board of directors (or similar governing body) or to manage on a discretionary basis the assets of such Person and, for avoidance of doubt, a general partner is deemed to control a limited partnership and, solely for the purposes of this Agreement, a fund advised or managed directly or indirectly by a Person shall also be deemed to be controlled by such Person (and the terms Controlling and Controlled shall have meanings correlative to the foregoing).

(g) “Committee” means the Compensation Committee of the Board (or, if no such committee exists, the Board or its Executive Committee).

(h) “Common Stock” or “Share” means the ordinary shares of the Company, which may be authorized but unissued, or issued and reacquired.

(i) “Employee” means a person, including an officer, in the regular employment of the Company or one of its Subsidiaries who, in the opinion of the Committee, is, or is expected to have involvement in the management, growth or protection of some part or all of the business of the Company or one of its Subsidiaries.

(j) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(k) “Fair Market Value” means on a given day, the price per share equal to (i) the closing sale price of the Common Stock on such day on the principal stock exchange on which the Common Stock may at the time be listed or, (ii) if there shall have been no sales on such exchange on such day on any given day, the average of the closing bid and asked prices of the Common Stock on such exchange on such day or, (iii) if there is no such bid and asked price on such day, the average of the closing bid and asked prices of the Common Stock on the next preceding date when such bid and asked price occurred or, (iv) if the Common Stock shall not be so listed, as determined by the Board in good faith based on the recommendation of the Committee.

(l) “Grant” means an award made to a Participant pursuant to the Plan and described in Section 5, including, without limitation, an award of a Stock Option, Purchase Stock, Restricted Stock, Stock Appreciation Right or Dividend Equivalent Right (as such terms are defined in Section 5), or any combination of the foregoing.

(m) “Grant Agreement” means an agreement between the Company and a Participant that sets forth the terms, conditions and limitations applicable to a Grant.

(n) “Group” means “group,” as such term is used for purposes of Section 13(d) or 14(d) of the Exchange Act.

2

(o) “Investors” means each of the investment funds associated with AlpInvest Partners, The Blackstone Group, The Carlyle Group, Hellman & Friedman, Kohlberg Kravis Roberts, Co. and Thomas H. Lee Partners, or their successors, so long as they remain investors under that certain Shareholder’s Agreement Regarding VNU Group B.V., to be entered into by and among Luxco, Valcon Acquisition Holding B.V., Bidco, and the other parties thereto.

(p) “Management Stockholder’s Agreement” means that certain management stockholder’s agreement entered into between the Company and each Participant.

(q) “Participant” means an Employee, non-employee member of the Board, consultant or other person having a relationship with the Company or one of its Subsidiaries, to whom one or more Grants have been made and remain outstanding.

(r) “Person” means “person,” as such term is used for purposes of Section 13(d) or 14(d) of the Exchange Act.

(s) “Subsidiary” means with respect to any Person, any entity directly or indirectly controlled by such Person.

(t) “VNU Group” means Luxco and any of its direct and indirect subsidiaries and Affiliates, together with any successor thereto.

3. Administration of Plan

(a) The Plan shall be administered by the Committee. The Committee may adopt its own rules of procedure, and action of a majority of the members of the Committee taken at a meeting, or action taken without a meeting by unanimous written consent, shall constitute action by the Committee. The Committee shall have the power and authority to administer, construe and interpret the Plan, to make rules for carrying it out and to make changes in such rules. Any such interpretations, rules, and administration shall be consistent with the basic purposes of the Plan.

(b) The Committee may delegate to the Chief Executive Officer of the VNU Group and to other senior officers of the Company its duties under the Plan subject to such conditions and limitations as the Committee shall prescribe except that only the Committee may designate and make Grants to Participants.

(c) The Committee may employ counsel, consultants, accountants, appraisers, brokers or other persons. The Committee, the Company, and the officers and directors of the Company shall be entitled to rely upon the advice, opinions or valuations of any such persons. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon all Participants, the Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or the Grants, and all members of the Committee shall be fully protected by the Company with respect to any such action, determination or interpretation.

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4. Eligibility

The Committee may from time to time make Grants under the Plan to such Employees, or other persons having a relationship with Company or any of its Subsidiaries, and in such form and having such terms, conditions and limitations as the Committee may determine. The terms, conditions and limitations of each Grant under the Plan shall be set forth in a Grant Agreement, in a form approved by the Committee, consistent, however, with the terms of the Plan; provided, however, that such Grant Agreement shall contain provisions dealing with the treatment of Grants in the event of the termination of employment, death or disability of a Participant, and may also include provisions concerning the treatment of Grants in the event of a Change in Control of the Company.

5. Grants

From time to time, the Committee will determine the forms and amounts of Grants for Participants. Such Grants may take the following forms in the Committee’s sole discretion:

(a) Stock Options - These are options to subscribe for Common Stock. At the time of Grant the Committee shall determine, and shall include in the Grant Agreement or other Plan rules, the option exercise period, the option exercise price, vesting requirements, and such other terms, conditions or restrictions on the grant or exercise of the option as the Committee deems appropriate. In addition to other restrictions contained in the Plan, an option granted under this Section 5(a) may not be exercised more than 10 years after the date it is granted. Payment of the option exercise price shall be made in cash, or in shares of Common Stock or a combination thereof, in accordance with the terms of the Plan, the Grant Agreement and of any applicable guidelines of the Committee in effect at the time.

(b) Stock Appreciation Rights - The Committee may grant Stock Appreciation Rights in connection with the grant of a Stock Option. Each Stock Appreciation Right shall be subject to such other terms as the Committee may determine. A Stock Appreciation Right means the right to transfer and surrender to the Company all or a portion of a Stock Option in exchange for an amount, payable in cash or shares of Common Stock, equal to the excess of (i) the aggregate Fair Market Value, as of the date such Option or portion thereof is transferred or surrendered, of the Common Stock underlying such Option or portion thereof, over (ii) the aggregate exercise price of such Option or portion thereof, relating to such Common Stock.

(c) Purchase Stock - Purchase Stock are Shares offered to a Participant at such price as determined by the Committee, the acquisition of which may make the Participant eligible to receive Grants under the Plan, including, but not limited to, Stock Options.

(d) Restricted Stock – Restricted Stock are Shares granted by the Committee to a Participant, with or without charge to the Participant (as may be required by applicable law). The Restricted Stock shall be subject to such other terms as the Committee may determine.

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(e) Dividend Equivalent Rights – The Committee may grant Dividend Equivalent Rights either alone or in connection with the grant of a Stock Option. A Dividend Equivalent Right means the right to receive a payment in respect of one share of Common Stock (whether or not subject to a Stock Option) equal to the amount of any dividend paid in respect of one share of Common Stock held by a shareholder in the Company. Each Dividend Equivalent Right shall be subject to such terms as the Committee may determine.

(f) Other Stock-Based Awards - The Committee may grant or sell awards of Shares and awards that are valued in whole or in part by reference to, or are otherwise based on the Fair Market Value of, Shares (including, without limitation, restricted stock units). Such “Other Stock-Based Awards” shall be in such form, and dependent on such conditions, as the Committee may determine, including, without limitation, the right to receive, or vest with respect to, one or more Shares (or the equivalent cash value of such Shares) upon the completion of a specified period of service, the occurrence of an event and/or the attainment of performance objectives. Other Stock-Based Awards may be granted alone or in addition to any other Grants under the Plan. Subject to the provisions of the Plan, the Committee shall determine to whom and when Other Stock-Based Awards will be made, the number of Shares to be awarded under (or otherwise related to) such Other Stock-Based Awards; whether such Other Stock-Based Awards shall be settled in cash, Shares or a combination of cash and Shares; and all other terms and conditions of such awards (including, without limitation, the vesting provisions thereof and provisions ensuring that all Shares so awarded and issued shall be fully paid and non-assessable).

6. Limitations and Conditions

(a) The number of Shares available for Grants under this Plan shall be 26,100,000, of which 4,000,000 share are intended to be Purchase Stock and 22,100,000 are intended to be available for equity grants, unless restricted by applicable law. Shares related to Grants that are forfeited, terminated, cancelled, expire unexercised or purchased by the Company, shall immediately become available for new Grants.

(b) No Grants shall be made under the Plan beyond ten years after the effective date of the Plan, but the terms of Grants made on or before the expiration of the Plan may extend beyond such expiration. At the time a Grant is made or amended or the terms or conditions of a Grant are changed in accordance with the terms of the Plan or the Grant Agreement, the Committee may provide for limitations or conditions on such Grant.

(c) Nothing contained herein shall affect the right of the Company or any of its Subsidiaries to terminate any Participant’s employment at any time or for any reason.

(d) Unless otherwise agreed with a Participant, no benefit under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any attempt to do so shall be void. No such benefit shall, prior to receipt thereof by the Participant, be in any manner liable for or subject to the debts, contracts, liabilities, engagements, or torts of the Participant.

(e) Participants shall not be, and shall not have any of the rights or privileges of, stockholders of the Company in respect of any Shares they may acquire in connection with any

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Grant unless and until any such Shares have been issued by the Company to such Participants (or book entry representing such shares has been made and such Shares have been deposited with the appropriate registered book-entry custodian). For the avoidance of doubt, shares shall be deemed to have been issued when evidenced by entry in the Company’s shareholder register.

(f) No election as to benefits or exercise of any Grant may be made during a Participant’s lifetime by anyone other than the Participant except by a legal representative appointed for or by the Participant.

(g) Absent express provisions to the contrary, any Grant under this Plan shall not be deemed compensation for purposes of computing benefits or contributions under any retirement or severance plan of the Company or its Subsidiaries and shall not affect any benefits under any other benefit plan of any kind now or subsequently in effect under which the availability or amount of benefits is related to level of compensation. This Plan is not a “Retirement Plan” or “Welfare Plan” under the Employee Retirement Income Security Act of 1974, as amended.

(h) Unless the Committee determines otherwise, no benefit or promise under the Plan shall be secured by any specific assets of the Company or any of its Subsidiaries, nor shall any assets of the Company or any of its Subsidiaries be designated as attributable or allocated to the satisfaction of the Company’s obligations under the Plan.

7. Transfers and Leaves of Absence

For purposes of the Plan, unless the Committee determines otherwise: (a) a transfer of a Participant’s employment without an intervening period of separation among the Company and any Subsidiary (or among any Subsidiaries) shall not be deemed a termination of employment, and (b) a Participant who is granted in writing a leave of absence or who is entitled to a statutory leave of absence shall be deemed to have remained in the employ of the Company (and any Subsidiary) during such leave of absence.

8. Adjustments

In the event of any stock split, spin-off, share combination, reclassification, recapitalization, liquidation, dissolution, reorganization, merger, Change in Control, payment of a dividend (other than a cash dividend paid as part of a regular dividend program) or other similar transaction or occurrence which affects the equity securities of the Company or the value thereof , the Committee shall (i) adjust the number and kind of shares subject to the Plan and available for or covered by Grants, (ii) adjust the share prices related to outstanding Grants, and/or (iii) take such other action (including, without limitation providing for the payment of a cash amount to holders of outstanding Grants), in each case as it deems reasonably necessary to address, on an equitable basis, the effect of the applicable corporate event on the Plan and any outstanding Grants. Any such adjustment made or action taken by the Committee in accordance with the preceding sentence shall be final and binding upon holders of Options and upon the Company.

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9. Merger, Consolidation, Exchange, Acquisition, Liquidation or Dissolution

In its absolute discretion, acting in good faith, and on such terms and conditions as it deems appropriate, coincident with or after the grant of any Grant, the Committee may provide that such Grant cannot be exercised after the amalgamation, combination, merger or consolidation of the Company with or into another corporation or other entity, the exchange of all or substantially all of the assets of the Company for the securities of another corporation or other entity, the acquisition by another person of 66  ²/3% or more of the Company’s then outstanding shares of voting stock or the recapitalization, reorganization, reclassification, liquidation, dissolution, or other event affecting the capital stock of the Company, including a Change in Control. The Committee shall, on such terms and conditions as it deems appropriate, acting in good faith, also provide, either by the terms of such Grant or by a resolution adopted prior to the occurrence of such amalgamation, merger, consolidation, exchange, acquisition, recapitalization, reorganization, reclassification, liquidation, dissolution or other event affecting the capital stock of the Company, that, after written notice to all affected Participants and for a reasonable period of time prior to such event, such Grant which is being made unexercisable after any such event shall be exercisable as to any Shares subject thereto, notwithstanding anything to the contrary herein (but subject to the provisions of Section 6(b)) and that, upon the occurrence of such event, such Grant shall terminate and be of no further force or effect. The Committee may also provide, in its absolute discretion, that even if the Grant shall remain exercisable after any such event, from and after such event, any such Grant shall be exercisable only for the kind and amount of securities and/or other property, or the cash equivalent thereof (as determined by the Committee in good faith), receivable as a result of such event by the holder of a number of Shares for which such Grant could have been exercised immediately prior to such event. The Committee may further provide in its absolute discretion, an opportunity for holders of such Grant to enter into new Grants in connection with such event, on such terms and conditions as the Committee deems appropriate or to have their grants cancelled in exchange for a cash payment equal to the consideration paid in such transaction for Shares.

10. Amendment and Termination

(a) The Committee shall have the authority to make such amendments to any terms and conditions applicable to outstanding Grants as are consistent with this Plan provided that no such action shall modify any Grant in a manner adverse to the Participant without the Participant’s consent except as such modification is provided for or contemplated in the terms of the Grant or this Plan (except that any adjustment that is made pursuant to Section 8 or 9 hereof may be made by the Committee in good faith).

(b) The Board of Directors may amend, suspend or terminate the Plan except that no such action, other than an action under Section 8 or 9 hereof, may be taken which would, without stockholder approval, increase the aggregate number of Shares available for Grants under the Plan, decrease the price of outstanding Grants, change the requirements relating to the Committee, extend the term of the Plan or be materially adverse to a majority of Participants with respect to any outstanding Grants.

(c) If any payments of money, delivery of shares of Common Stock or other benefits due to the Participant hereunder could cause the application of an accelerated or additional tax under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), such payments, delivery of shares or other benefits shall be deferred if deferral will make such payment,

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delivery of shares or other benefits compliant under Section 409A of the Code, otherwise such payment, delivery of shares or other benefits shall be restructured, to the extent possible, in a manner, determined by the Company and reasonably acceptable to the Participant, that does not cause such an accelerated or additional tax.

11. Governing Law; International Participants

(a) This Plan shall be governed by the laws of the State of New York, except to the extent that the issue or transfer of Stock shall be subject to mandatory provisions of the laws of The Netherlands.

(b) The Committee may make Grants to Employees who are subject to the laws of nations other than the United States, which Grants may have terms and conditions that differ from the terms thereof as provided elsewhere in the Plan for the purpose of complying with foreign laws.

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12. Withholding Taxes

The Company shall have the right to deduct from any cash payment made under the Plan the minimum amount of any federal, provincial, state or local income or other taxes required by law to be withheld with respect to such payment. It shall be a condition to the obligation of the Company to deliver Shares upon the exercise of a Stock Option that the Participant pay to the Company such amount as may be requested by the Company for the purpose of satisfying any liability for such minimum withholding taxes.

13. Effective Date and Termination Dates

The Plan shall be effective on and as of the date of its approval by the stockholders of the Company and shall terminate ten years later, subject to earlier termination by the Board pursuant to Section 10.

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EX-12.1

Exhibit 12.1

The Nielsen Company bv

Computation of Earnings to Fixed Charges (Unaudited)

	Successor			Predecessor
	May 24– Dec. 31,			Jan. 1– May 23,		December 31,
(IN MILLIONS)	2006			2006		2005			2004			2003
Fixed charges
Interest expense	$	386		$	49	$	133		$	192		$	171
Interest capitalized		—			—		1			4			5
Portion of rental expense representative of interest		27			17		47			51			46
Total fixed charges	$	413		$	66	$	181		$	247		$	222
Earnings
(Loss)/income from continuing operations before income taxes and minority interests	$	(384	)	$	25	$	203		$	318		$	530
Fixed charges per above		413			66		181			247			222
Amortization of capitalized interest		1			1		1			—			—
Equity of net income of affiliates, net of dividends received		(2	)		2		2			3			4
Minority interest in net (income)/loss of consolidated subsidiaries		—			—		—			5			6
Interest capitalized		—			—		(1	)		(4	)		(5	)
Total earnings	$	28		$	94	$	386		$	569		$	757
Ratio of earnings to fixed charges		(a	)		1.4		2.1			2.3			3.4

(a) Earnings for the successor period of May 24–December 31, 2006 were inadequate to cover fixed charges by $385 million.

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated April 4, 2007, in the Registration Statement on Form S-4 and the related Prospectus of The Nielsen Company bv for the registration of €343,000,000 aggregate principal amount of 11 1/8% Senior Discount Notes due 2016, $650,000,000 aggregate principal amount of 10% Senior Notes due 2014, €150,000,000 aggregate principal amount of 9% Senior Notes due 2014, and $1,070,000,000 aggregate principal amount of 12 1/2% Senior Subordinated Discount Notes due 2016.

/s/ ERNST & YOUNG LLP

New York, New York

April 27, 2007

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated April 4, 2007, in the Registration Statement on Form S-4 and the related Prospectus of The Nielsen Company bv for the registration of €343,000,000 aggregate principal amount of 11 1/8% Senior Discount Notes due 2016, $650,000,000 aggregate principal amount of 10% Senior Notes due 2014, €150,000,000 aggregate principal amount of 9% Senior Notes due 2014, and $1,070,000,000 aggregate principal amount of 12 1/2% Senior Subordinated Discount Notes due 2016.

/s/ ERNST & YOUNG ACCOUNTANTS

Amsterdam, The Netherlands

April 27, 2007

CORRESP

May 2, 2007

BY EDGAR

Re: The Nielsen Company B.V., Nielsen Finance LLC and Nielsen Finance Co. Registration Statement on Form S-4

Ladies and Gentlemen:

On behalf of our clients, The Nielsen Company B.V. (“Nielsen”), Nielsen Finance LLC and Nielsen Finance Co. (together the “Nielsen Finance Entities” and, collectively with Nielsen, the “Registrants”), enclosed for filing by electronic submission with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations promulgated thereunder, is a Registration Statement on Form S-4 (the “Registration Statement”), including exhibits. This Registration Statement relates to an exchange offer to be made by the Registrants in which the Registrants will offer for exchange up to (i) €343,000,000 aggregate principal amount of Nielsen’s Senior Discount Notes Due 2016, which have been registered under the Securities Act, for a like principal amount of Nielsen’s outstanding Senior Discount Notes Due 2016, which were issued on August 9, 2006, (ii) $650,000,000 aggregate principal amount of the Nielsen Finance Entities’ 10% Senior Notes Due 2014 and the guarantees thereof, which have been registered under the Securities Act, for a like principal amount of the Nielsen Finance Entities’ outstanding 10% Senior Notes Due 2014 and the guarantees thereof, which were issued on August 9, 2006, (iii) €150,000,000 aggregate principal amount of the Nielsen Finance Entities’ 9% Senior Notes Due 2014 and the guarantees thereof, which have been registered under the Securities Act, for a like principal amount of the Nielsen Finance Entities’ outstanding 9% Senior Notes Due 2014 and the guarantees thereof, which were issued on August 9, 2006 and (iv) $1,070,000,000 aggregate principal amount of the Nielsen Finance Entities’ 12 1/2% Senior Subordinated Discount Notes Due 2016 and the guarantees thereof, which have been registered under the Securities Act, for a like principal amount of the Nielsen Finance Entities’ 12 1/2% Senior Subordinated Discount Notes Due 2016 and the guarantees thereof, which were issued on August 9, 2006.

May 2, 2007 – Page 2

In accordance with Rule 3a of the Informal and Other Procedures of the Commission, Nielsen Finance LLC has, on behalf of all the Registrants, remitted by wire transfer the filing fee of $72,980.61 to the U.S. Treasury designated lockbox depository at the Mellon Bank in Pittsburgh, Pennsylvania.

Please do not hesitate to contact the undersigned at (212) 326-2108 or Claude Vuillieme of this office at (212) 728-5702 with any questions or comments regarding the Registration Statement.

Sincerely,

/s/    Monica Thurmond        

Monica Thurmond

cc: James W. Cuminale (The Nielsen Company B.V., Nielsen Finance LLC and Nielsen Finance Co.)