CONFORMED COPY
AMENDED AND RESTATED CREDIT AGREEMENT
AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 2, 2000 (the
"Amendment and Restatement") amending and restating the Amended and Restated
Credit Agreement dated as of June 9, 1998 and amended and restated as of June 7,
1999 (as in effect on the date hereof, the "Credit Agreement") among THE DUN &
BRADSTREET CORPORATION (the "Company") and the Borrowing Subsidiaries Party
thereto (the "Subsidiary Borrowers" and together with the Company, the
"Borrowers"), the LENDERS party thereto (the "Lenders"), THE CHASE MANHATTAN
BANK, as Administrative Agent (the "Agent"), CITIBANK, N.A., as Syndication
Agent, and THE BANK OF NEW YORK, as Documentation Agent.
W I T N E S S E T H :
WHEREAS, the parties hereto desire to amend the Credit Agreement to (i)
extend the Revolver Termination Date from the date that is 364 days after the
effective date of the Credit Agreement to the date that is the earlier of the
New Spin-off Date (as hereinafter defined) and December 31, 2000, (ii) amend the
definitions and certain representations set forth in the Credit Agreement and
(iii) amend the Commitments of each Lender, all as set forth herein; and
WHEREAS, the parties hereto wish to amend the Credit Agreement as set
forth herein and to restate the Credit Agreement in its entirety to read as set
forth in the Credit Agreement with the amendment specified below;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Defined Terms; References. Unless otherwise specifically
defined herein, each term used herein which is defined in the Credit Agreement
has the meaning assigned to such term in the Credit Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Credit Agreement shall, after this Amendment and Restatement
becomes effective, refer to the Credit Agreement as amended and restated hereby.
SECTION 2. Definitions. (a) The definition of "Revolver Termination
Date" in Section 1.01 of the Credit Agreement is
amended to read in full as follows:
<PAGE>
"Revolver Termination Date" means the earlier of the New Spin-off Date
and December 31, 2000 or, if any such day is not a Business Day, the next
preceding Business Day.
(b) The definitions in Section 1.01 of the Credit Agreement are
further amended by adding the following definitions in the appropriate
alphabetical order:
"Amendment Effective Date" means June 2, 2000.
"New Spin-off Date" means the date on which the Company distributes to
its shareholders all of the capital stock of The New D&B Corporation, a Delaware
corporation, which shall own all of the capital stock of Dun & Bradstreet, Inc.,
a Delaware corporation.
SECTION 3. Amendment to Schedules to the Credit Agreement
(a) Schedule 3.06 to the Credit Agreement is amended in its entirety
to read as set forth in Schedule 3.06 hereto.
(b) Schedule 3.12 to the Credit Agreement is amended in its entirety
to read as set forth in Schedule 3.12 hereto.
SECTION 4. Amendments to Commitments. With effect from and including
the date this Amendment and Restatement becomes effective in accordance with
Section 6, the Commitment of each Lender shall be the amount set forth opposite
the name of such Lender on Schedule I hereto. Any Lender whose Commitment is
changed to zero shall upon such effectiveness cease to be a Lender party to the
Credit Agreement, and all accrued fees and other amounts payable under the
Credit Agreement for the account of such Lender shall be due and payable on such
date; provided that the provisions of Sections 2.14, 2.16, Article 8 and 10.03
of the Credit Agreement shall continue to inure to the benefit of each such
Lender.
SECTION 5. Representations and Warranties. Each Borrower represents
and warrants that on and as of the Amendment Effective Date:
(a) no Default has occurred and is continuing; and
(b) each representation and warranty of each Borrower set forth in the
Credit Agreement after giving effect to this Amendment and Restatement is true
and correct as though made on and as of such date (except the representations
and warranties set forth in Sections 3.04(a), 3.04(b) and 3.14, which
representations relate solely to an earlier date and were true and correct in
all material respects on such earlier date).
SECTION 6. Effectiveness. This Amendment and Restatement shall become
effective as of the date hereof when the following conditions are met
(the "Amendment Effective Date"):
(a) the Agent shall have received from each of the Borrowers and the
Lenders party hereto a counterpart hereof signed by such party or facsimile or
other written confirmation (in form satisfactory to the Agent) that such party
has signed a counterpart hereof;
(b) the Agent shall have received all fees and other amounts due and
payable on or prior to the Amendment Effective Date, including, to the extent
invoiced, reimbursement or payment of all reasonable out-of-pocket expenses
required to be reimbursed or paid by the Company hereunder; and
(c) the Agent shall have received a favorable written opinion
(addressed to the Agent and the Lenders party hereto and dated the Amendment
Effective Date) of David Lewinter, Esq., counsel to the Company, substantially
in the form of Exhibit A hereto and covering such additional matters relating to
the Company and this Amendment and Restatement as the Required Lenders shall
reasonably request. The Company hereby requests such counsel to deliver such
opinion.
SECTION 7. Confirmation of Agreement. Except as amended hereby, all
of the terms of the Credit Agreement shall remain in full force and effect and
are hereby confirmed in all respects.
SECTION 8. Governing Law. This Amendment and Restatement shall be
governed by and construed in accordance with the laws of the State of New York.
SECTION 9. Counterparts. This Amendment and Restatement may be signed
in any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment and
Restatement to be duly executed as of the date first above written.
THE DUN & BRADSTREET CORPORATION
By /s/ Roxanne E. Parker
--------------------------------------------
Title: Vice President
THE CHASE MANHATTAN BANK, individually and as
Administrative Agent
By /s/ Bruce E. Langenkamp
--------------------------------------------
Title: Vice President
CITIBANK, N.A., individually and as Syndication Agent
By /s/ W. Martens
--------------------------------------------
Title: Managing Director
THE BANK OF NEW YORK, individually and as
Documentation Agent
By /s/ Ernest Fung
--------------------------------------------
Title: Vice President
<PAGE>
BANK OF MONTREAL
By /s/ Brian L. Banke
--------------------------------------------
Title: Director
BARCLAYS BANK PLC
By /s/ Marlene Wechselblatt
--------------------------------------------
Title: Vice President
HSBC BANK USA
By /s/ Johan Sorensson
--------------------------------------------
Title: Vice President
THE NORTHERN TRUST COMPANY
By /s/ Kelly M. Schneck
--------------------------------------------
Title: Officer
SUNTRUST BANK
By /s/ W. David Wisdom
------------------------------------------
Title: Vice President
BANK OF TOKYO-MITSUBISHI TRUST COMPANY
By /s/ George Stewart
--------------------------------------------
Title: Senior Vice President and Manager
BANK ONE, N.A.
By /s/ Stephen E. McDonald
--------------------------------------------
Title: Senior Vice President
<PAGE>
<TABLE>
SCHEDULE I
<CAPTION>
Lender Commitment
<S> <C>
The Chase Manhattan Bank $56,500,000
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Citibank, N.A. $38,000,000
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The Bank of New York $38,000,000
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Bank of Montreal $25,000,000
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Barclays Bank PLC $25,000,000
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HSBC Bank USA $25,000,000
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The Northern Trust Company $25,000,000
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SunTrust Bank $25,000,000
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Bank of Tokyo-Mitsubishi Trust Company $25,000,000
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Bank One, N.A. $17,500,000
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Total $300,000,000
</TABLE>
