$300,000,000 Revolving Credit and Competitive Advance Facility - 范本

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CREDIT AGREEMENT

dated as of

June 9, 1998

among

THE NEW DUN & BRADSTREET CORPORATION

The Borrowing Subsidiaries Party Hereto

The Lenders Party Hereto

THE CHASE MANHATTAN BANK,

as Administrative Agent,

CITIBANK, N. A.,

as Syndication Agent,

and

MORGAN GUARANTY TRUST COMPANY OF NEW YORK,

as Documentation Agent

$300,000,000 REVOLVING CREDIT AND COMPETITIVE ADVANCE FACILITY

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TABLE OF CONTENTS

PAGE

ARTICLE 1

DEFINITIONS

SECTION 1.1 Defined Terms.

SECTION 1.2 Classification of Loans and Borrowings.

SECTION 1.3 Terms Generally.

SECTION 1.4 Accounting Terms; GAAP.

SECTION 1.5 Exchange Rates.

ARTICLE 2

THE CREDIT

SECTION 2.1 Commitments.

SECTION 2.2 Loans and Borrowings.

SECTION 2.3 Requests for Revolving Borrowings.

SECTION 2.4 Competitive Bid Procedure.

SECTION 2.5 Swingline Loans.

SECTION 2.6 Funding of Borrowings.

SECTION 2.7 Interest Elections.

SECTION 2.8 Termination and Reduction of Commitments.

SECTION 2.9 Repayment of Loans; Evidence of Debt.

SECTION 2.10 Prepayment of Loans.

SECTION 2.11 Fees.

SECTION 2.12 Interest.

SECTION 2.13 Alternate Rate of Interest.

SECTION 2.14 Increased Costs.

SECTION 2.15 Break Funding Payments.

SECTION 2.16 Taxes.

SECTION 2.17 Payments Generally; Pro Rata Treatment; Sharing of Set-offs.

SECTION 2.18 Mitigation Obligations; Replacement of Lenders.

SECTION 2.19 Borrowing Subsidiaries.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

SECTION 3.1 Organization; Powers.

SECTION 3.2 Authorization; Enforceability.

SECTION 3.3 Governmental Approvals; No Conflicts.

SECTION 3.4 Financial Condition; No Material Adverse Change.

SECTION 3.5 Properties.

SECTION 3.6 Litigation and Environmental Matters.

SECTION 3.7 Compliance with Laws and Agreements.

SECTION 3.8 Investment and Holding Company Status.

SECTION 3.9 Taxes.

SECTION 3.10 ERISA.

SECTION 3.11 Disclosure.

SECTION 3.12 Subsidiaries.

SECTION 3.13 Use of Proceeds.

SECTION 3.14 Solvency.

SECTION 3.15 Year 2000.

ARTICLE 4

CONDITIONS

SECTION 4.1 Effective Date.

SECTION 4.2 Each Credit Event.

SECTION 4.3 Each Borrowing Subsidiary Credit Event.

ARTICLE 5

AFFIRMATIVE COVENANTS

SECTION 5.1 Financial Statements and Other Information.

SECTION 5.2 Notices of Material Events.

SECTION 5.3 Existence; Conduct of Business.

SECTION 5.4 Payment of Obligations.

SECTION 5.5 Maintenance of Properties; Insurance.

SECTION 5.6 Books and Records; Inspection Rights.

SECTION 5.7 Compliance with Laws.

SECTION 5.8 Use of Proceeds.

ARTICLE 6

NEGATIVE COVENANTS

SECTION 6.1 Liens.

SECTION 6.2 Fundamental Changes.

SECTION 6.3 Transactions with Affiliates.

SECTION 6.4 Sale and Lease-Back Transactions.

SECTION 6.5 Total Debt to EBITDA Ratio.

SECTION 6.6 Interest Coverage Ratio.

ARTICLE 7

EVENTS OF DEFAULT

 

ARTICLE 8

THE ADMINISTRATIVE AGENT

 

ARTICLE 9

GUARANTEE

 

ARTICLE 10

MISCELLANEOUS

SECTION 10.1 Notices.

SECTION 10.2 Waivers; Amendments.

SECTION 10.3 Expenses; Indemnity; Damage Waiver.

SECTION 10.4 Successors and Assigns.

SECTION 10.5 Survival.

SECTION 10.6 Counterparts; Integration; Effectiveness.

SECTION 10.7 Sever ability.

SECTION 10.8 Right of Set off.

SECTION 10.9 Governing Law; Jurisdiction; Consent to Service of Process.

SECTION 10.10 Waiver of Jury Trial.

SECTION 10.11 Headings.

SECTION 10.12 Confidentiality.

SECTION 10.13 Interest Rate Limitation.

SECTION 10.14 Conversion of Currencies.

SECTION 10.15 European Economic and Monetary Union.

 

SCHEDULES:

Schedule 2.01 (a) Lenders and Facility Commitments

Schedule 2.01 (b) Designated Currency Lenders and Designated Currency Commitments

Schedule 2.01 (c) Yen Lenders and Yen Commitments

Schedule 2.17 Payments on Multi currency Loans

Schedule 3.06 Disclosed Matters

Schedule 3.12 Subsidiaries

Schedule 6.01 Existing Liens

EXHIBITS:

Exhibit A Form of Assignment and Acceptance

Exhibit B-1 Form of Opinion of Company's Counsel

Exhibit B-2 Form of Opinion of Simpson Thacher & Bartlett

Exhibit C Form of Opinion of Borrowing Subsidiary's Counsel

Exhibit D Form of Borrowing Subsidiary Agreement

Exhibit E Form of Borrowing Subsidiary Termination

Exhibit F Form of Statement Relating to Tax Status

 

CREDIT AGREEMENT dated as of June 9, 1998, among THE NEW DUN& BRADSTREET CORPORATION, the BORROWING SUBSIDIARIES party hereto, the LENDERS party hereto, THE CHASE MANHATTAN BANK, as Administrative Agent, CITIBANK, N. A., as Syndication Agent, and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Documentation Agent.

The parties hereto agree as follows:

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