On February 28, 2013, Nielsen Finance LLC ("Nielsen Finance"), a wholly owned subsidiary of Nielsen Holdings N.V., entered into an Amendment Agreement (the "Amendment Agreement") relating to (i) its Second Amended and Restated Credit Agreement, dated as of February 2, 2012 (as amended prior to February 28, 2013, the "Existing Credit Agreement"), 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 (the "Class E 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 eurocurrency 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 eurocurrency rate loans). Class E Term Loan denominated in euro bear interest equal to the eurocurrency rate plus an applicable margin of 3.00%.

The Third Amended and Restated Credit Agreement contains substantially the same affirmative and negative covenants as those of the Existing Credit Agreement, other than certain amendments to the limitation on the ability of Nielsen Finance and certain of its subsidiaries and affiliates to incur indebtedness and make investments.

A copy of the Amendment Agreement is attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the form of Third Amended and Restated Credit Agreement is attached as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated herein by reference.

The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.

(d) Exhibits

Exhibit No.    Description

Exhibit 4.1    Amendment Agreement, dated February 28, 2013, by and among Nielsen
               Finance LLC, the other borrowers party thereto, the guarantors party
               thereto, Citibank, N.A., as administrative agent and collateral
               agent, and certain of the lenders.

Exhibit 4.2    Form of Third Amended and Restated Credit Agreement.