FOURTH AMENDMENT TO CREDIT AGREEMENT
FOURTH AMENDMENT, dated as of December 17, 2004 (this “Amendment”), to the 5-Year Credit Agreement, dated as of June 25, 2001 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among DOW JONES & COMPANY, INC. (the “Company”), the several banks and other financial institutions from time to time parties thereto (the “Lenders”), LLOYDS TSB BANK PLC and WESTDEUTSCHE LANDESBANK GIROZENTRALE, as co-documentation agents (in such capacity, the “Documentation Agent”), THE BANK OF NEW YORK and THE BANK OF AMERICA, N.A., (f/k/a FLEET NATIONAL BANK), as co- syndication agents (in such capacity, the “Syndication Agent”) and JPMORGAN CHASE BANK (f/k/a The Chase Manhattan Bank), as administrative agent (in such capacity, the “Administrative Agent”).
WITNESSETH :
WHEREAS, the parties hereto desire to amend the Credit Agreement on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the premises herein contained and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:
1.
Defined Terms. Unless otherwise defined herein, capitalized terms used herein which are defined in the Credit Agreement are used herein as therein defined.
2.
Amendment to Subsection 6.2 of the Credit Agreement. Subsection 6.2 of the Credit Agreement is hereby amended by deleting, in its entirety, paragraph (a) thereof and substituting in lieu thereof the following:
“(a) Consolidate or merge with or into, or sell, convey, transfer or lease in a single transaction or in a series of related transactions any substantial part of the assets of the Company and its consolidated Subsidiaries taken as a whole to, any other Person, except (i) any such consolidation, merger, sale, conveyance, transfer or lease when the only parties to such transaction or series of transactions are one of its Subsidiaries and one or more of its other Subsidiaries, (ii) any such sale, conveyance, transfer or lease to the Company by one or more of its Subsidiaries and (iii) the merger or consolidation of the Company or any Subsidiary with another corporation, provided that the Company or such Subsidiary, as the case may be, is the surviving corporation (or, in any case where a Subsidiary is a party to such merger or consolidation and such Subsidiary is not the surviving corporation, the surviving corporation is a wholly owned Subsidiary of the Company) and that, after giving effect to such consolidation or merger, no Default or Event of Default has occurred and is continuing.”
3.
Conditions to Effectiveness. This Amendment shall become effective as of the date set forth above upon receipt by the Administrative Agent of counterparts of this Amendment executed by the Company and the Required Lenders.
4.
Limited Effect. Except as expressly amended hereby, all of the provisions, covenants, terms and conditions of the Credit Agreement are and shall continue to be in full force and effect.
5.
Representations and Warranties. The representations and warranties made by the Company contained in the Credit Agreement are true and correct on and as of the date hereof after giving effect to this Amendment.
6.
Counterparts. This Amendment may be executed in counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument.
7.
GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their duly authorized officers as of the date first written above.
DOW JONES & COMPANY, INC.
By:__/s/ Nathan A. Rogers____________
Name: Nathan A. Rogers
Title: Assistant Treasurer
JPMORGAN CHASE BANK,
As Administrative Agent and as a Lender
By:___/s/ Peter B. Thauer__________
Name: Peter B. Thauer
Title: Vice President
BANCA NAZIONALE DEL LAVORO S.P.A.,
NEW YORK BRANCH
By:_____________________________
Name:
Title:
By:_____________________________
Name:
Title:
BANK OF TOKYO MITSUBISHI TRUST COMPANY
By:__/s/ Cynthia Rietscha__
Name: Cynthia Rietscha
Title: Vice President
FLEET NATIONAL BANK
By:_/s/ Thomas J. Kane_________________
Name: Thomas J. Kane
Title: Senior Vice President
HSBC BANK PLC
By:_/s/ Darren Pinsker ________
Name: Darren Pinsker
Title: Senior Vice President
LLOYDS TSB BANK PLC
By:_/s/ Windsor R. Davies____________
Name: Windsor R. Davies
Title: Director, Corporate Banking, USA
By:_/s/ Deborah Carlson___________
Name: Deborah Carlson
Title: VP & Manager –
Business Development C.B.
MELLON BANK, N.A.
By:_/s/ J. Wade Bell__________
Name: J. Wade Bell
Title: Vice President
MERRILL LYNCH BANK USA
By:___/s/ Louis Adler__________
Name: Louis Adler
Title: Director
NATIONAL AUSTRALIA BANK LIMITED, A.C.N. 004044937
By:__/s/ Eduardo Salazar________
Name: Eduardo Salazar
Title: Head of Corporate Banking
THE BANK OF NEW YORK
By:__/s/ Mehrasa Raygani_____
Name: Mehrasa Raygani
Title: Vice President
THE NORTHERN TRUST COMPANY
By:_/s/ Melissa A. Whitson_____________
Name: Melissa A. Whitson
Title: Senior Vice President
UFJ BANK LIMITED
By:_____________________________
Name:
Title:
