Exhibit 10.2 FIRST AMENDMENT TO CREDIT AGREEMENT FIRST AMENDMENT, dated as of June 23, 2003 (this "Amendment"), to the 4-Year Credit Agreement, dated as of June 24, 2002 (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"), THE BANK OF NEW YORK and 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"). W I T N E S S E T H : 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 1.1 of the Credit Agreement. (a) The definition of "Consolidated Interest Expense" in Subsection 1.1 of the Credit Agreement is hereby amended by (i) deleting the period at the end of such definition and substituting in lieu thereof a comma and (ii) inserting the words "and including, whether or not it would be treated as interest expense in accordance with GAAP, the accretion during such period on the "contract guarantee obligations" described in clause (d) of the definition of Consolidated Total Indebtedness." (b) The definition of "Consolidated Total Indebtedness" in Subsection 1.1 of the Credit Agreement is hereby amended by (i) deleting the word "and" at the end of subsection (b) and substituting in lieu thereof a comma, (ii) deleting the period at the end of subsection (c) and inserting in lieu thereof the word "and" and (iii) adding the following new subsection (d): "(d) all amounts reflected on the Company's consolidated balance sheet for "contract guarantee obligations" relating to the litigation described in Section 3.6(b)." 2 3. Amendment to Subsection 3.6 of the Credit Agreement. Subsection 3.6 of the Credit Agreement is hereby amended by deleting, in its entirety, subsection (b) thereof and substituting in lieu thereof the following: "(b) except for the litigation with Cantor Fitzgerald Securities and Market Data Corporation that is described in "Legal Proceedings" and Note 3 to the financial statements included in the Company's Form 10-Q report for the first quarter of 2003, which could reasonably be expected to have a material adverse effect on the business, operations, property or financial or other condition of the Company and its Subsidiaries taken as a whole." 4. Conditions to Effectiveness. This Amendment shall become effective as of the date set forth above upon satisfaction of the following conditions precedent: (a) The Administrative Agent shall have received counterparts of this Amendment executed by the Company and the Required Lenders; and (b) The Administrative Agent shall have received counterparts of each of (i) the Second Amendment to the 5-Year Credit Agreement executed and delivered by the Company and the Required Lenders (as defined therein) and (ii) the 364-Day Credit Agreement executed and delivered by the Company and all other parties thereto. 5. 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. 6. 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. 7. 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. 8. 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/ Christopher W. Vieth ------------------------ Name: Christopher W. Vieth Title: Vice President and Chief Financial Officer JPMORGAN CHASE BANK, As Administrative Agent and as a Lender By: /s/ Peter B. Thauer ------------------- Name: Peter B. Thauer Title: Vice President FLEET NATIONAL BANK By: /s/ Denis D. Hamboyan --------------------- Name: Denis D. Hamboyan Title: Managing Director THE BANK OF NEW YORK By: /s/ John C. Lambert ------------------- Name: John C. Lambert Title: Senior Vice President LLOYDS TSB BANK PLC By: /s/ Richard M. Heath -------------------- Name: Richard M. Heath Title: Vice President, Corporate Banking, USA H009 By: /s/ Catherine Rankin -------------------- Name: Catherine Rankin Title: Assistant Vice President, Corporate Banking, USA R027 MELLON BANK, N.A. By: /s/ J. Wade Bell ---------------- Name: J. Wade Bell Title: Vice President HSBC BANK USA By: /s/ Jeffrey Rothman ------------------- Name: Jeffrey Rothman Title: Senior Banker BANK OF TOKYO-MITSUBISHI TRUST COMPANY By: /s/ Christian Giordano ---------------------- Name: Christian Giordano Title: Vice President THE NORTHERN TRUST COMPANY By: /s/ John A. Konstantos ---------------------- Name: John A. Konstantos Title: Vice President MERRILL LYNCH BANK USA By: /s/ Preston L. Jackson ---------------------- Name: Preston L. Jackson Title: President & CEO