Exhibit 99.2
GUARANTEE
As an inducement to Nielsen Media Research, Inc., a Delaware
corporation ("Nielsen"), to enter into, and consummate the transactions
contemplated by, the Agreement and Plan of Merger, dated as of August 15,
1999 (the "Merger Agreement"), by and among Nielsen, VNU USA, Inc., a New
York corporation ("Parent"), and Niner Acquisition, Inc., a Delaware
corporation ("Purchaser"), VNU N.V., a corporation organized under the laws
of the Netherlands ("VNU"), hereby unconditionally, absolutely and
irrevocably guarantees to Nielsen and any third party beneficiaries under the
Merger Agreement (to the extent of their third party beneficiary rights
thereunder) the full payment and performance of all covenants, agreements,
obligations and liabilities of Parent, Purchaser and the Surviving
Corporation (as defined in the Merger Agreement) contained in the Merger
Agreement (including, without limitation, Section 3.2 thereof). This is a
guarantee of payment and performance and not collectibility. VNU is the
primary obligor under this Guarantee. VNU hereby waives diligence,
presentment, demand of performance, filing of any claim, any right to require
any proceeding for and against Parent, Purchaser or the Surviving
Corporation, protest, notice and all demands whatsoever in connection with
the performance of its obligations herein.
VNU hereby represents and warrants that:
(a) VNU is a corporation duly incorporated, validly existing and
in good standing under the laws of the Netherlands and has all corporate
power and authority to carry on its business as now being conducted and is
duly qualified to do business and is in good standing in each jurisdiction in
which the nature of its business or the ownership or leasing of its
properties makes such qualification necessary other than in such
jurisdictions where the failure to be so qualified would not, individually or
in the aggregate, reasonably be expected to have a Material Adverse Effect
(as defined in the Merger Agreement) on VNU or a material adverse effect on
the ability of VNU to perform its obligations hereunder or consummate the
transactions contemplated hereby.
(b) VNU has the requisite corporate power and authority to enter
into this Guarantee. The execution and delivery of this Guarantee by VNU has
been duly authorized by the Board of Executive Directors of VNU and no other
corporate proceedings on the part of VNU is necessary to authorize this
Guarantee or the performance by VNU of its obligations hereunder.
(c) This Guarantee has been duly executed and delivered by VNU and
constitutes a valid and binding obligation of VNU, enforceable against VNU in
accordance with its terms.
(d) The execution and delivery of the Guarantee by VNU do not and
the performance of its obligations hereunder and compliance with the
provisions hereof will not (x) violate any of the provisions of the
certificate of incorporation or by-laws (or similar documents) of VNU or any
of its Subsidiaries (as defined in the Merger Agreement), in each case as
amended to the date of this Agreement, (y) subject to the governmental
filings and other matters referred to in Section 4.2(c)(ii) of the Merger
Agreement, violate, result in a breach of or default (with or without notice
or lapse of time, or both) under, or give rise to a material obligation, a
right of termination, cancellation or acceleration of any obligation or loss
of a material benefit under, or require the consent of any person under, any
indenture, or other agreement, permit, concession, franchise, license or
other instrument or undertaking to which VNU or any of its Subsidiaries is a
party or by which VNU or any of its Subsidiaries or any of their respective
assets is bound or affected, or (z) subject to the governmental filings and
other matters referred to in Section 4.2(c)(ii), violate any law, rule or
regulation applicable to VNU, or any order, writ, judgment, injunction,
decree, determination or award applicable to VNU currently in effect, which,
in the case of clauses (y) and (z) above, would reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect on VNU or
its ability to perform under the Guarantee.
(e) No consent, approval, order or authorization of, or
declaration, registration or filing with, or notice to, any Governmental
Entity (as defined in the Merger Agreement) which has not been received or
made is required by or with respect to VNU or any of its Subsidiaries in
connection with the execution and delivery of this Guarantee by VNU or the
performance by VNU of its obligations hereunder, except for the governmental
filings and other matters referred to in Section 4.2(c)(ii) of the Merger
Agreement.
This Guarantee shall be governed by, and construed in accordance
with, the laws of the State of Delaware, without reference to its conflict of
laws provisions, and the VNU hereby (i) submits to the exclusive jurisdiction
of the Court of Chancery in and for New Castle County in the State of
Delaware (or, if such court lacks subject matter jurisdiction, any
appropriate state or federal court in New Castle County in the State of
Delaware), for purposes of any action arising from, relating to, or growing
out of this Guarantee, (ii) agrees that it shall not attempt to deny or
defeat such jurisdiction by motion or other request for leave from any such
court, and (iii) agrees that it shall not bring any such action other than in
the Court of Chancery in and for New Castle County in the State of Delaware
(or if such court lacks subject matter jurisdiction, any appropriate state or
federal court in New Castle County of the State of Delaware). VNU
acknowledges that service or delivery to Corporation Trust Company at
1209 Orange Street, Wilmington, Delaware 19801, whom VNU hereby appoints as
its agent for service of process, shall constitute good and sufficient
service. Such appointment by VNU shall be solely for the purposes set forth
in this Guarantee and shall not be deemed an appointment for any other
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purpose. VNU's agreement to be subject to service of process as provided
above shall be effective only for the purpose of Nielsen's enforcement of
this agreement and no third party beneficiary rights shall arise to any third
party beneficiary for it to seek to use this agreement as VNU's admission for
any other matter that VNU is doing business in Delaware or that VNU is
subject to service of process in Delaware for any other purpose. Nothing
herein shall be construed to require VNU to maintain any assets in the United
States.
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IN WITNESS WHEREOF, VNU has executed and delivered this Guarantee
as of the 15th day of August, 1999.
VNU NV
By: /s/ R.F. Van der Bergh
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Name: R.F. Van der Bergh
Title: Vice Chairman, Board of Executive
Directors
In the presence of:
By: /s/ Michael de Lara
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Name: Michael de Lara
Title: Company Secretary
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