EXECUTION COPY
AMENDED AND RESTATED CREDIT AGREEMENT
AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 6, 2002
amending and restating the Credit Agreement dated as of September 7, 2001 (as in
effect prior to such amendment and restatement, the "Credit Agreement") among
THE DUN & BRADSTREET CORPORATION (the "Company"), the BORROWING SUBSIDIARIES
party thereto (the "Borrowing Subsidiaries" and together with the Company, the
"Borrowers"), the LENDERS party thereto (the "Lenders"), JPMORGAN CHASE BANK (as
successor to The Chase Manhattan Bank), as Administrative Agent (the
"Administrative Agent"), CITIBANK, N.A. and BANK OF TOKYO-MITSUBISHI TRUST
COMPANY, as Co-Syndication Agents, and THE BANK OF NEW YORK and THE NORTHERN
TRUST COMPANY, as Co-Documentation Agents.
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 364 days after the
Amendment Effective Date (as hereinafter defined), (ii) reduce the aggregate
amount of the credit facility, (iii) change the pricing applicable to Eurodollar
Revolving Loans and facility fees, (iv) make any necessary conforming changes
with respect to the amendments set forth in clauses (i) through (iii) above and
(v) amend the Commitments of each Lender, all as set forth herein;
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 amendments 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 the Amendment Effective Date (as
defined below), refer to the Credit Agreement as amended and restated hereby.
SECTION 2. Definitions. (a) The definition of "Administrative Agent" in
Section 1.01 of the Credit Agreement is amended by changing the words "The Chase
Manhattan Bank" to "JPMorgan Chase Bank".
(b) The definition of "Applicable Rate" in Section 1.01 of the Credit
Agreement is amended to read in full as follows:
"Applicable Rate" means, for any day, (x) with respect to any
Eurodollar Revolving Loan, a rate per annum equal to the Applicable Margin
determined in accordance with the Pricing Grid, and (y) with respect to the
facility fees payable pursuant to Section 2.11, a rate per annum equal to the
Facility Fee determined in accordance with the Pricing Grid.
(c) The definition of "Commitment" in Section 1.01 of the Credit
Agreement is amended by changing the last sentence of the definition to read in
full as follows:
"The aggregate amount of the Commitments as of the Amendment Effective
Date is $100,000,000."
(d) The definition of "Disclosed Matters" in Section 1.01 of the Credit
Agreement is amended by replacing the reference therein to "footnote 9" with
"footnote 7" and by replacing the reference therein to "2001" with "2002".
(e) The definition of "Existing Credit Agreement" in Section 1.01 of
the Credit Agreement is amended by replacing the reference therein to "September
11, 2000" with "September 7, 2001" and by replacing the reference therein to
"Effective Date" with "Amendment Effective Date".
(f) The definition of "Information Memorandum" in Section 1.01 of the
Credit Agreement is amended by replacing the reference therein to "2001" with
"2002".
(g) The definition of "LIBO Rate" in Section 1.01 of the Credit
Agreement is amended by replacing the reference therein to "Dow ▇▇▇▇▇ Markets
Service" with "Telerate Service".
(h) The definition of "Prime Rate" in Section 1.01 of the Credit
Agreement is amended by replacing the reference therein to "The Chase Manhattan
Bank" with "JPMorgan Chase Bank".
(i) The definition of "Revolver Termination Date" in Section 1.01 of
the Credit Agreement is amended to read in full as follows:
"Revolver Termination Date" means September 5, 2003 or, if such day is not
a Business Day, the next preceding Business Day.
(j) 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 September 6, 2002.
"Pricing Grid" means the Schedule attached hereto identified as such.
SECTION 3. Provision for Increase of Commitments. Section 2.08(d) of the
Credit Agreement is amended by replacing the reference therein to "$87,500,000"
with "$50,000,000".
SECTION 4. Representation regarding Financial Condition and No Material
Adverse Change. (a) Sections 3.04(a) and (b) of the Credit Agreement are amended
by replacing each reference therein to (i) "2000" with "2001" and (ii) "2001"
with "2002".
SECTION 5. Changes in Commitments. With effect from and including the
Amendment Effective Date (as defined in Section 11 below), (i) each Person
listed on the signature pages hereof which is not a party to the Credit
Agreement (each, a "New Lender") shall become a Lender party to the Credit
Agreement and (ii) the Commitment of each Lender shall be the amount set forth
opposite the name of such Lender on the signature pages hereof. On the Amendment
Effective Date, any Lender whose Commitment is changed to zero (each, an
"Exiting Lender") shall 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 each Exiting Lender shall be due and payable on such date; provided
that the provisions of Sections 2.14, 2.16 and 10.03 of the Credit Agreement
shall continue to inure to the benefit of each Exiting Lender after the
Amendment Effective Date.
SECTION 6. Pricing Grid. The Credit Agreement is amended by adding as a new
Schedule the Schedule attached hereto identified as such.
SECTION 7. Amendment to Schedules to the Credit Agreement. Schedule 3.12 of
the Credit Agreement is amended by replacing it with the Schedule attached
hereto identified as such.
SECTION 8. Representations of Borrower. Each Borrower represents and
warrants that (i) the representations and warranties of such Borrower set forth
in Article 3 of the Credit Agreement, after giving effect to this Amendment and
Restatement, are true and correct as though made on and as of the Amendment
Effective Date and (ii) no Default has occurred and is continuing on such date.
SECTION 9. Governing Law. This Amendment and Restatement shall be governed
by and construed in accordance with the laws of the State of New York.
SECTION 10. 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.
SECTION 11. 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 Administrative Agent shall have received from each of
the Borrowers and the Lenders a counterpart hereof signed by such party
or facsimile or other written confirmation (in form satisfactory to the
Administrative Agent) that such party has signed a counterpart hereof;
(b) the Administrative Agent shall have received an opinion of
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Senior Vice President, General Counsel and Secretary
for the Company, dated the Amendment Effective Date substantially in
the form of Exhibit A hereto; and
(c) 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.
SECTION 12. 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.
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/ R.E. ▇▇▇▇▇▇
-------------------------------------------
Title: Vice President - Treasury
and Investor Relations
Commitment
$15,000,000.00 JPMORGAN CHASE BANK,
individually, as Lead Arranger
and as Administrative Agent
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Title: Vice President
$13,000,000.00 CITIBANK, N.A., individually and as
Co-Syndication Agent
By: /s/ ▇▇▇▇ ▇▇▇▇▇
------------------------------------
Title: Vice President
$13,000,000.00 BANK OF TOKYO-MITSUBISHI TRUST COMPANY,
individually and as
Co- Syndication Agent
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------------
Title: Vice President
$13,000,000.00 THE BANK OF NEW YORK, individually
and as Co-Documentation Agent
By: /s/ ▇▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇
--------------------------------
Title: Vice President
$13,000,000.00 THE NORTHERN TRUST COMPANY,
individually and as
Co-Documentation Agent
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
-------------------------------
Title: Vice President
$11,000,000.00 BMO ▇▇▇▇▇▇▇ ▇▇▇▇▇ FINANCING INC.,
individually and as Co-Agent
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
Title: Vice President
$11,000,000.00 SUNTRUST BANK,
individually and as Co-Agent
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
-------------------------------
Title: AVP
$11,000,000.00 BARCLAYS BANK PLC,
individually and as Co-Agent
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------
Title: Director, Loan Transaction
Management
PRICING GRID
The "Applicable Margin" and the "Facility Fee" for the Borrowers at any
date are the respective rates set forth below in the applicable column and row
based upon the Status of the Company that exists on such date, provided, that
for any day on and after the Revolver Termination Date, the Applicable Margin
shall be the sum of 25 basis points plus the rate so determined.
Status Level I Level II Level III
------------------------------------------ ------------------ ----------------- ------------------
Applicable Margin (bps) 15.5 17.0 21.0
------------------------------------------ ------------------ ----------------- ------------------
Facility Fee (bps) 7.0 8.0 9.0
------------------------------------------ ------------------ ----------------- ------------------
For purposes of this Pricing Grid, the following terms have the
following meanings:
"Fitch" means the ratings service of Fitch, Inc.
"Level I Status" exists at any date if, at such date, the Company
has commercial paper ratings, without third party credit enhancement, of
both (i) A-1 or higher by S&P and (ii) F-1 or higher by Fitch.
"Level II Status" exists at any date if, at such date, the Company
has commercial paper ratings, without third party credit enhancement, of
either, but not both (i) A-1 by S&P or (ii) F-1 by Fitch.
"Level III Status" exists at any date if, at such date, no other
Status exists.
"S&P" means Standard & Poor's Ratings Services, a division of The
▇▇▇▇▇▇-▇▇▇▇ Companies, Inc.
"Status" refers to the determination of which of Level I Status,
Level II Status or Level III Status exists at any date.