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Exhibit
4.4(e)
FOURTH SUPPLEMENTAL
INDENTURE
Fourth Supplemental Indenture
(this “ Fourth Supplemental Indenture ”), dated
as of November 28, 2007, among Nielsen Business Media Holding
Company, a Delaware corporation (the “ Guaranteeing
Subsidiary ”) and affiliate of Nielsen Finance LLC, a
Delaware limited liability company, and Nielsen Finance Co., a
Delaware corporation (the “ Issuers ”), and Law
Debenture Trust Company of New York, as trustee (the “
Trustee ”).
WITNESSETH
WHEREAS, the Issuers and the
Guarantors (as defined in the Indenture referred to below) have
heretofore executed and delivered to the Trustee an indenture,
dated as of August 9, 2006, as amended and supplemented from
time to time (the “ Indenture ”), providing for
the issuance of an unlimited aggregate principal amount of Senior
Dollar Notes due 2014 and Senior Euro Notes due 2014 (together, the
“ Notes ”);
WHEREAS, the Indenture
provides that under certain circumstances the Guaranteeing
Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall
unconditionally guarantee all of the Issuers’ Obligations
under the Notes and the Indenture on the terms and conditions set
forth herein and under the Indenture (the “ Guarantee
”); and
WHEREAS, pursuant to
Section 9.01 of the Indenture, the Trustee is authorized to
execute and deliver this Fourth Supplemental Indenture.
NOW THEREFORE, in
consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the
parties mutually covenant and agree for the equal and ratable
benefit of the Holders of the Notes as follows:
(1) Capitalized Terms
. Capitalized terms used herein without definition shall have the
meanings assigned to them in the Indenture.
(2) Agreement to
Guarantee . The Guaranteeing Subsidiary hereby agrees as
follows:
(a) Along with all Guarantors
named in the Indenture, to jointly and severally unconditionally
guarantee to each Holder of a Note authenticated and delivered by
the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of the Indenture,
the Notes or the obligations of the Issuers hereunder or
thereunder, that:
(i) the principal of and
interest, premium and Additional Interest, if any, on the Notes
will be promptly paid in full when due, whether at maturity, by
acceleration, redemption or otherwise, and interest on the overdue
principal of and interest on the Notes, if any, if lawful, and all
other obligations of the Issuers to the Holders or the Trustee
hereunder or thereunder will be promptly paid in full or performed,
all in accordance with the terms hereof and thereof; and
(ii) in case of any extension
of time of payment or renewal of any Notes or any of such other
obligations, that same will be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal,
whether at stated maturity, by acceleration or otherwise. Failing
payment when due of any amount so guaranteed or any performance so
guaranteed for whatever reason, the Guarantors and the Guaranteeing
Subsidiary shall be jointly and severally obligated to pay the same
immediately. This is a guarantee of payment and not a guarantee of
collection.
(b) The obligations hereunder
shall be unconditional, irrespective of the validity, regularity or
enforceability of the Notes or the Indenture, the absence of any
action to enforce the same, any waiver or consent by any Holder of
the Notes with respect to any provisions hereof or thereof, the
recovery of any judgment against the Issuers, any action to enforce
the same or any other circumstance which might otherwise constitute
a legal or equitable discharge or defense of a
Guarantor.
(c) The following is hereby
waived: diligence, presentment, demand of payment, filing of claims
with a court in the event of insolvency or bankruptcy of the
Issuers, any right to require a proceeding first against the
Issuers, protest, notice and all demands whatsoever.
(d) The Guarantee shall not
be discharged except by complete performance of the obligations
contained in the Notes, the Indenture and this Fourth Supplemental
Indenture, and the Guaranteeing Subsidiary accept all obligations
of a Guarantor under the Indenture.
(e) If any Holder or the
Trustee is required by any court or otherwise to return to the
Issuers, the Guarantors (including the Guaranteeing Subsidiary), or
any custodian, trustee, liquidator or other similar official acting
in relation to either the Issuers or the Guarantors, any amount
paid either to the Trustee or such Holder, the Guarantee, to the
extent theretofore discharged, shall be reinstated in full force
and effect.
(f) The Guaranteeing
Subsidiary shall not be entitled to any right of subrogation in
relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed
hereby.
(g) As between the
Guaranteeing Subsidiary, on the one hand, and the Holders and the
Trustee, on the other hand, (x) the maturity of the
obligations guaranteed hereby may be accelerated as provided in
Article 6 of the Indenture for the purposes of the Guarantee,
notwithstanding any stay, injunction or other prohibition
preventing such acceleration in respect of the obligations
guaranteed hereby, and (y) in the event of any declaration of
acceleration of such obligations as provided in Article 6 of the
Indenture, such obligations (whether or not due and payable) shall
forthwith become due and payable by the Guaranteeing Subsidiary for
the purpose of the Guarantee.
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(h) The Guaranteeing
Subsidiary shall have the right to seek contribution from any
non-paying Guarantor so long as the exercise of such right does not
impair the rights of the Holders under the Guarantee.
(i) Pursuant to
Section 10.02 of the Indenture, after giving effect to all
other contingent and fixed liabilities that are relevant under any
applicable Bankruptcy or fraudulent conveyance laws, and after
giving effect to any collections from, rights to receive
contribution from or payments made by or on behalf of
any
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