Nielsen Finance LLC entered into an Amendment Agreement relating to (i) its Second Amended and Restated Credit Agreement, dated as of February 2, 2012, by and among Nielsen Finance, the other borrowers party thereto, the guarantors party thereto, the lenders and agents party thereto from time to time, and Citibank, N.A., as administrative agent. The existing credit agreement, as amended and restated pursuant to the Amendment Agreement, is referred to herein as the “Third Amended and Restated Credit Agreement”. Among other things, the Third Amended and Restated Credit Agreement provides for a new class of term loans in an aggregate principal amount of $2,532,316,877 and €289,782,452, the proceeds of which were used to repay or replace in full a like amount of Nielsen Finance’s applicable existing Class A Term Loans maturing August 9, 2013, Class B Term Loans maturing May 1, 2016 and Class C Term Loans maturing May 1, 2016. The Class E Term Loans will mature in full on May 1, 2016 and are required to be repaid in equal quarterly installments in aggregate annual amounts equal to 1.00% of the original principal amount of Class E Term Loans, with the balance payable on May 1, 2016. Class E Term Loans denominated in dollars bear interest equal to, at the election of Nielsen Finance, a base rate or euro currency rate, in each case plus an applicable margin, which is equal to 1.75% (in the case of base rate loans) or 2.75% (in the case of euro currency rate loans). Class E Term Loan denominated in euro bear interest equal to the euro currency rate plus an applicable margin of 3.00%.

Nielsen Holdings N.V. announced that its indirect wholly-owned subsidiaries, Nielsen Finance LLC and Nielsen Finance Co., priced $800 million aggregate principal amount of 4.50% senior notes due 2020 in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended. The Notes are anticipated to be issued on October 2, 2012 and will mature on October 1, 2020 unless earlier redeemed or repurchased. Nielsen intends to apply the net proceeds of this private offering for the following purposes: redemption of Nielsen's 11.50% Senior Notes due 2016; prepayment of Nielsen's 8.50% senior secured term loan due 2017; and general corporate purposes (including capital expenditures and working capital). The Notes are being offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act, and outside the United States, only to non-U.S. investors pursuant to Regulation S.

Nielsen Holdings N.V. announced that its indirect wholly-owned subsidiaries, Nielsen Finance LLC and Nielsen Finance Co., are proposing to issue $750 million aggregate principal amount of senior notes due 2020 in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended. Nielsen intends to apply the net proceeds of this private offering for these purposes: redemption of Nielsen's 11.50% Senior Notes due 2016; prepayment of Nielsen's 8.50% senior secured term loan due 2017; and general corporate purposes (including capital expenditures and working capital). The Notes are being offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act, and outside the United States, only to non-U.S. investors pursuant to Regulations. The Notes will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from, or a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.