SECOND AMENDMENT TO CREDIT AGREEMENT
SECOND AMENDMENT, dated as of August 29, 2005 (this “Amendment”), to the 5-Year Credit Agreement, dated as of June 21, 2004 (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 MELLON BANK, N.A., as co-documentation agents (in such capacity, the “Documentation Agent”), BANK OF AMERICA, N.A. and BANK OF TOKYO-MITSUBISHI TRUST COMPANY, 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 6.3 of the Credit Agreement. Subsection 6.3 of the Credit Agreement is hereby amended by deleting such subsection in its entirety and substituting in lieu thereof the following:
“6.3 Maintenance of Ratio of Consolidated Total Indebtedness to Annualized Consolidated Cash Flow. Permit the ratio of Consolidated Total Indebtedness to Annualized Consolidated Cash Flow to exceed (a) as at September 30, 2005 or December 31, 2005, 4.0 to 1.0 or (b) as at any other fiscal-quarter-end date of the Company, 3.50 to 1.00.”
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.
509255-0205-00042-NY01.2495826
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
Second Amendment to 2004 Credit Agreement
JPMORGAN CHASE BANK,
As Administrative Agent and as a Lender
By:___/s/ Peter B. Thauer__________
Name: Peter B. Thauer
Title: Vice President
Second Amendment to 2004 Credit Agreement
BANK OF AMERICA, N.A.
By:_/s/ Thomas J. Kane_________________
Name: Thomas J. Kane
Title: Senior Vice President
Second Amendment to 2004 Credit Agreement
BANK OF TOKYO MITSUBISHI TRUST COMPANY
By:__/s/ Karen Ossolinski___________________
Name: Karen Ossolinski
Title: Vice President
Second Amendment to 2004 Credit Agreement
LLOYDS TSB BANK, PLC
By:_/s/ Deborah Carlson___________
Name: Deborah Carlson
Title: VP & Manager –
Business Development C.B.
By:_/s/ Michael J. Gilligan __________
Name: Michael J. Gilligan
Title: Director, Financial Institutions, USA
Second Amendment to 2004 Credit Agreement
MELLON BANK, N.A.
By:_/s/ Thomas J. Tarasovich, Jr.__________
Name: Thomas J. Tarasovich, Jr.
Title: Asst Vice President
Second Amendment to 2004 Credit Agreement
HSBC BANK PLC
By:_/s/ Darren Pinsker ________
Name: Darren Pinsker
Title: Senior Vice President
Second Amendment to 2004 Credit Agreement
SUMITOMO-MITSUI BANKING CORPORATION
By:__/s/ Yoshihiro Hyakutome ___________
Name: Yoshihiro Hyakutome
Title: Joint General Manager
Second Amendment to 2004 Credit Agreement
UFJ BANK LIMITED
By:_____________________________
Name:
Title:
Second Amendment to 2004 Credit Agreement
CREDIT SUISSE, Cayman Islands Branch
(Formerly CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch)
By:__/s/ Doreen Barr_________________
Name: Doreen Barr
Title: Associate
By:__/s/ Thomas R. Cantello___________
Name: Thomas R. Cantello
Title: Vice President
Second Amendment to 2004 Credit Agreement
THE BANK OF NEW YORK
By:__/s/ John C. Lambert ________
Name: John C. Lambert
Title: Managing Director
Second Amendment to 2004 Credit Agreement
MERRILL LYNCH BANK USA
By:___/s/ Derek Befus_____________
Name: Derek Befus
Title: Vice President
Second Amendment to 2004 Credit Agreement
THE NORTHERN TRUST COMPANY
By:_/s/ Melissa A. Whitson_____________
Name: Melissa A. Whitson
Title: Senior Vice President
Second Amendment to 2004 Credit Agreement
