Exhibit 10.33
AMENDMENT AND RESTATEMENT dated as of June
14, 1999 (the "1999 Amendment and Restatement"), to
the 364-Day Credit Agreement dated as of June 15,
1998 (the "Credit Agreement"), among NIELSEN MEDIA
RESEARCH, INC., a Delaware corporation (the
"Borrower"), the Lenders referred to therein (each
individually a "Lender" and collectively the
"Lenders"), and THE CHASE MANHATTAN BANK, a New York
banking corporation, as agent for the Lenders (in
such capacity, the "Agent").
WHEREAS the Borrower, the Agent and the Lenders are
parties to the Credit Agreement; and
WHEREAS the parties hereto desire to amend and restate the
Credit Agreement on the terms and subject to the conditions set forth herein;
NOW, THEREFORE, the Borrower, the Agent and the undersigned
Lenders hereby agree as follows:
SECTION 1. Construction. Capitalized terms used and not
otherwise defined herein or in the recitals hereto shall have the meanings
assigned to them in the Credit Agreement. All references to Section numbers in
this 1999 Amendment and Restatement shall, except as the context requires, be
references to the corresponding Sections of the Credit Agreement. On and after
the Restatement Effective Date (as hereinafter defined), each reference in the
Credit Agreement to "this Agreement", "hereunder", "herein", or words of like
import shall mean and be a reference to the Credit Agreement as amended and
restated hereby.
SECTION 2. Amendment and Restatement of Credit Agreement. The
Credit Agreement is hereby amended and restated in the form in which it is
currently in effect but with the following changes to the text thereof:
(a) The heading of the Credit Agreement is deleted and
replaced with the following:
"AMENDED AND RESTATED 200-DAY CREDIT AGREEMENT dated
as of June 14, 1999, among NIELSEN MEDIA RESEARCH, INC., the
Lenders party hereto and THE CHASE MANHATTAN BANK, as
Administrative Agent."
(b) The definition of "Applicable Rate" in Article I of the
Credit Agreement is deleted and replaced with the following:
"'Applicable Rate' means, for any day, with respect
to any Eurocurrency Revolving Loan, or with respect to the
facility fees payable hereunder, as the case may be, the
applicable rate per annum set forth below under the caption
"Eurocurrency Spread" or
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"Facility Fee Rate", as the case may be, based upon the
ratings by S&P and Moody's, respectively, applicable on such
date to the Index Debt:
Ratings Eurocurrency Facility
Category S&P/Moody's Spread Fee Rate
-------- ----------- ------ --------
1 >= A/A2 .300% .070%
2 A-/A3 .420% .080%
3 BBB+/Baa1 .550% .100%
4 BBB/Baa2 .625% .125%
5 BBB-/Baa3 .650% .150%
6 <= BB+/Ba1 or .780% .220%
unrated
For purposes of the foregoing, (i) if either S&P or Moody's
shall not have in effect a rating for index debt (other than
by reason of the circumstances referred to in the last
sentence of this definition) but the other rating agency shall
have such a rating in effect, then the Applicable Rate shall
be based upon the rating of such other rating agency; (ii) if
the ratings established or deemed to have been established by
S&P and Moody's for the Index Debt shall fall within different
Categories, the Applicable Rate shall be based on the higher
of the two ratings unless one of the two ratings is two or
more Categories lower than the other, in which case the
Applicable Rate shall be based upon the Category next above
that of the lower of the two ratings; and (iii) if the ratings
established or deemed to have been established by S&P and
Moody's shall be changed (other than as a result of a change
in the rating system of S&P or Moody's), such change shall be
effective as of the date on which it is first announced by the
applicable rating agency. Each change in the Applicable Rate
shall apply (other than as described in the immediately
succeeding sentence) during the period commencing on the
effective date of such change and ending on the date
immediately preceding the effective date of the next such
change. If the rating system of S&P or Moody's shall change,
or if either such rating agency shall cease to be in the
business of rating corporate debt obligations, the Borrower
and the Lenders shall negotiate in good faith to amend this
definition to reflect such changed rating system or the
unavailability of ratings from such rating agency and, pending
the effectiveness of any such amendment, the Applicable Rate
shall be determined by reference to the rating most recently
in effect prior to such change or cessation.
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(c) The reference to "June 14, 1999" in the definition of
"Maturity Date" in Article I of the Credit Agreement is replaced with a
reference to "December 31, 1999".
(d) The reference to "$15,000,000" in Section 2.05(a)(i) of
the Credit Agreement is replaced with a reference to "$10,000,000".
(e) Section 2.20 of the Credit Agreement is deleted, as are
all references to Section 2.20 in other Sections of the Credit
Agreement.
(f) The references to "1997" and "1998" in Section 3.04 of the
Credit Agreement are replaced with references to "1998" and "1999",
respectively.
(g) Each reference in the Credit Agreement to "Coopers &
Lybrand L.L.P." is replaced with a reference to "PricewaterhouseCoopers
L.L.P."
(h) paragraphs (a), (b) and (c) of Section 9.01 of the Credit
Agreement are deleted and replaced with the following:
"(a) if to the Borrower, to it at 299 Park Avenue,
New York, NY 10171, Attention of Assistant Treasurer (Telecopy
No. (212) 708-7500), with a copy to the attention of the
General Counsel (Telecopy No. (212) 708-7500);
(b) if to the Administrative Agent, to The Chase
Manhattan Bank, Agent Bank Services Group, One Chase Manhattan
Plaza, 8th Floor, New York, New York 10081, Attention of Janet
Belden (Telecopy No. (212) 552-5658), with a copy to The Chase
Manhattan Bank, 270 Park Avenue, New York, New York 10017,
Attention of Bruce Langenkamp (Telecopy No. (212) 270-1204);
(c) if to the Swingline Lender, to The Chase
Manhattan Bank, Agent Bank Services Group, One Chase Manhattan
Plaza, 8th Floor, New York, New York 10081, Attention of Janet
Belden (Telecopy No. (212) 552-5658), with a copy to The Chase
Manhattan Bank, 270 Park Avenue, New York, New York 10017,
Attention of Bruce Langenkamp (Telecopy No. (212) 270-1204);
and"
(i) Schedule 2.01 to the Credit Agreement is replaced with
Schedule 2.01 hereto.
SECTION 3. By its execution and delivery hereof, the Borrower
represents and warrants:
(a) before and after giving effect to the amendments provided
for herein, (i) the representations and warranties contained in Article
III of the Credit Agreement, as amended by this 1999 Amendment and
Restatement, are true and correct on and as of the date hereof as
though made on and as of each such date, and (ii) no Default or Event
of Default has
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occurred and is continuing or would result from the execution
and delivery of this 1999 Amendment and Restatement; and
(b) the Borrower has all requisite corporate power and
authority to execute, deliver and perform this 1999 Amendment and
Restatement and the Credit Agreement as amended hereby, and such
execution, delivery and performance have been authorized by all
necessary corporate proceedings. This 1999 Amendment and Restatement
and the Credit Agreement as amended hereby constitute the legal, valid
and binding obligations of the Borrower enforceable in accordance with
their terms.
SECTION 4. This 1999 Amendment and Restatement shall become
effective as of the date hereof (the "Restatement Effective Date"); provided
that the Agent shall have received:
(i) counterparts of this 1999 Amendment and Restatement duly
and validly executed by the Borrower and each Lender;
(ii) evidence satisfactory to the Agent and its counsel of the
corporate power and authority of the Borrower to execute, deliver and
perform this 1999 Amendment and Restatement and the Credit Agreement as
amended hereby;
(iii) an opinion of Stephen J. Boatti, Associate General
Counsel of the Borrower, in form and substance satisfactory to the
Agent and its counsel; and
(v) all fees and other amounts due and payable under the
Credit Agreement or in connection with this 1999 Amendment and
Restatement on or prior to the Restatement Effective Date.
Immediately prior to or concurrently with such effectiveness, the Borrower shall
repay all Loans outstanding under the Credit Agreement, subject to the
Borrower's right to reborrow all or a portion of such amounts upon or at any
time after such effectiveness (pursuant to a Borrowing Request delivered before,
on or after the date of such effectiveness) in accordance with the provisions of
the Credit Agreement as amended hereby (and if such prepayment and reborrowing
occur on the same date, the Borrower will pay to each Lender, or such Lender
will pay to the Borrower, as the case may be, only the net amount by which such
Lender's outstanding Loans shall have been decreased or increased,
respectively).
SECTION 5. The Borrower agrees to pay on demand all reasonable
costs and expenses of the Agent in connection with the preparation, execution
and delivery of this 1999 Amendment and Restatement (including, without
limitation, the reasonable fees, charges and disbursements of counsel for the
Agent).
SECTION 6. THIS 1999 AMENDMENT AND RESTATEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
AND SHALL BE BINDING UPON THE BORROWER, THE AGENT AND THE LENDERS AND THEIR
RESPECTIVE SUCCESSORS AND ASSIGNS.
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SECTION 7. This 1999 Amendment and Restatement may be executed
in any number of counterparts and by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute but one and the
same instrument. Delivery of an executed counterpart of a signature page of this
1999 Amendment and Restatement by telecopy shall be as effective as delivery of
a manually executed counterpart of this 1999 Amendment and Restatement.
IN WITNESS WHEREOF, the parties hereto, by their officers
thereunto duly authorized, have executed this 1999 Amendment and Restatement as
of the day and year first above written.
NIELSEN MEDIA RESEARCH, INC.,
by___________________________________
Name:
Title:
THE CHASE MANHATTAN BANK,
individually and as
Administrative Agent,
by___________________________________
Name:
Title:
BANKBOSTON, N.A.,
by___________________________________
Name:
Title:
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A.,
"RABOBANK NEDERLAND", NEW YORK
BRANCH
by___________________________________
Name:
Title:
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HARRIS TRUST AND SAVINGS BANK,
by___________________________________
Name:
Title:
NORTHERN TRUST BANK,
by___________________________________
Name:
Title:
SUNTRUST BANK, ATLANTA,
by___________________________________
Name:
Title:
EXHIBIT A
SCHEDULE 2.01
Commitments
Lenders Commitment
------- ----------
The Chase Manhattan Bank $ 50,000,000
BankBoston, N.A. $ 40,000,000
Rabobank $ 30,000,000
Harris Trust and Savings Bank $ 10,000,000
Northern Trust Bank $ 10,000,000
Sun Trust Bank, Atlanta $ 10,000,000
------------
Total $150,000,000