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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
SECTION 1.2 Classification of Loans and Borrowings.
SECTION 1.4 Accounting Terms; GAAP.
SECTION 2.2 Loans and Borrowings.
SECTION 2.3 Requests for Revolving Borrowings.
SECTION 2.4 Competitive Bid Procedure.
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 2.13 Alternate Rate of Interest.
SECTION 2.15 Break Funding Payments.
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.
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 3.6 Litigation and Environmental Matters.
SECTION 3.7 Compliance with Laws and Agreements.
SECTION 3.8 Investment and Holding Company Status.
SECTION 4.2 Each Credit Event.
SECTION 4.3 Each Borrowing Subsidiary Credit Event.
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 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.
SECTION 10.2 Waivers; Amendments.
SECTION 10.3 Expenses; Indemnity; Damage Waiver.
SECTION 10.4 Successors and Assigns.
SECTION 10.6 Counterparts; Integration; Effectiveness.
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 10.12 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: