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Exhibit
4.1(a)
EXECUTION VERSION
SIXTH SUPPLEMENTAL
INDENTURE
Sixth Supplemental Indenture
(this “ Supplemental Indenture ”), dated as of
April 16, 2008, among Nielsen Finance LLC, a Delaware limited
liability company, and Nielsen Finance Co., a Delaware corporation
(the “ Issuers ”), the Guarantors (as defined in
the Indenture referred to below) and Law Debenture Trust Company of
New York, as trustee (the “ Trustee
”).
WITNESSETH
WHEREAS, the Issuers and the
Guarantors have heretofore executed and delivered to the Trustee an
indenture dated as of August 9, 2006, as supplemented by the
First Supplemental Indenture, dated October 16, 2006, Second
Supplemental Indenture, dated August 15, 2007, Third
Supplemental Indenture, dated August 15, 2007, Fourth
Supplemental Indenture, dated November 28, 2007 and Fifth
Supplemental Indenture, dated April 9, 2008 (the “
Indenture ”), providing for the issuance of $650.0
million aggregate principal amount of 10.0% Senior Notes due 2014
(the “ Initial Notes ”);
WHEREAS, pursuant to
Section 2.01 of the Indenture, the Issuers may create and
issue, from time to time without notice to or consent of any holder
of the Initial Notes, additional notes that are subject to the
provisions of the Indenture upon written order of the Issuers to
the Trustee in the form of an Authentication Order specifying the
amount and series of such notes to be authenticated and the date on
which the notes are to be authenticated by the Trustee;
provided that the Issuers’ ability to issue such
additional notes shall be subject to the Issuers’ compliance
with Section 4.09 of the Indenture;
WHEREAS, the Issuers are
issuing an additional $220,000,000 aggregate principal amount of
their 10.0% Senior Notes due 2014 (the “ Additional
Notes ”) with the same terms as the Initial
Notes;
WHEREAS, pursuant to
Section 9.01 of the Indenture, the Issuers, the Guarantors and
the Trustee are authorized to execute and deliver this Supplemental
Indenture without the consent of the holders and the conditions set
forth in the Indenture for the execution and delivery of this
Supplemental Indenture have been complied with; and
WHEREAS, all other actions
necessary to make this Supplemental Indenture a legal, valid and
binding agreement of the Issuers, the Guarantors and the Trustee,
in accordance with its terms, and a supplement to, the Indenture,
have been performed;
NOW THEREFORE, in
consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency 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) Definitions .
Capitalized terms used herein without definition shall have the
meanings assigned to them in the Indenture.
(2) Provisions of the
Indenture . The provisions of the Indenture shall apply to the
Additional Notes and any certificated Additional Notes in
definitive form issued in exchange therefore in the exact same
manner as they apply to the Initial Notes and any certificated
Initial Notes in definitive form issued in exchange
therefore.
(3) Effect of Supplemental
Indenture .
(a) This Supplemental
Indenture is a supplemental indenture within the meaning of
Section 9.01 of the Indenture, and the Indenture shall be read
together with this Supplemental Indenture and shall have the same
effect over the Additional Notes, in the same manner as if the
provisions of the Indenture and this Supplemental Indenture were
contained in the same instrument.
(b) In all other respects,
the Indenture is ratified and confirmed by the parties as
supplemented by the terms of this Supplemental
Indenture.
(4) Note Forms . The
Additional Notes issued by the Issuers pursuant to this
Supplemental Indenture shall
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