Exhibit 10.1
ASSUMPTION AGREEMENT
AGREEMENT dated as of
, 2007 among Moody’s Corporation (the “Company”),
(the “Bank”) and JPMorgan Chase Bank, as Administrative
Agent (the “Administrative Agent”).
WHEREAS, this Assumption Agreement
(the “Agreement”) relates to the Credit Agreement dated
as of September 1, 2004 among the Company, the Borrowing
Subsidiaries party thereto, the Lenders party thereto, the
Administrative Agent, Citibank, N.A. as Syndication Agent, and The
Bank of New York as Documentation Agent (as amended from time to
time, the “Credit Agreement” );
WHEREAS, as permitted by
Section 2.08(d) of the Credit Agreement, the Company proposes
to increase the aggregate amount of the Facility
Commitments;
NOW, THEREFORE, the parties hereto
agree as follows:
SECTION 1. Definitions . All
capitalized terms not otherwise defined herein have the respective
meanings set forth in the Credit Agreement.
SECTION 2. Assumed Commitment
. Effective as of the date hereof, the Bank hereby increases its
existing Facility Commitment from $
to $
.
SECTION 3.
Revolving Loans . The Bank shall make a Revolving Loan to
the Company on the date hereof in accordance with Section 2.06
in an amount equal to such Bank’s pro rata share of
the principal amount of all outstanding Revolving Loans on the date
hereof after giving effect to the Assumed Commitment.
1
SECTION 4. Additional
Documentation . The Bank, upo
