Dun & Bradstreet Corp/Nw Sample Contracts

1 EXHIBIT 4.2 FIVE-YEAR CREDIT AGREEMENT
Credit Agreement • September 14th, 2000 • New D&b Corp • Services-consumer credit reporting, collection agencies • New York
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1 EXHIBIT 10.1 DISTRIBUTION AGREEMENT
Distribution Agreement • October 4th, 2000 • Dun & Bradstreet Corp/Nw • Services-consumer credit reporting, collection agencies • New York
The New D&B Corporation One Diamond Hill Road Murray Hill, New Jersey 07974
Distribution Agreement • October 4th, 2000 • Dun & Bradstreet Corp/Nw • Services-consumer credit reporting, collection agencies
and
Rights Agreement • September 15th, 2000 • New D&b Corp • Services-consumer credit reporting, collection agencies • Delaware
FORM OF RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • March 2nd, 2005 • Dun & Bradstreet Corp/Nw • Services-consumer credit reporting, collection agencies • New York
CONFORMED COPY 364-DAY CREDIT AGREEMENT
364-Day Credit Agreement • October 29th, 2001 • Dun & Bradstreet Corp/Nw • Services-consumer credit reporting, collection agencies • New York
WITNESSETH:
Employment Agreement • August 13th, 2002 • Dun & Bradstreet Corp/Nw • Services-consumer credit reporting, collection agencies • New York
The Dun & Bradstreet Corporation Underwriting Agreement
Underwriting Agreement • June 12th, 2015 • Dun & Bradstreet Corp/Nw • Services-consumer credit reporting, collection agencies • New York

The Dun & Bradstreet Corporation, a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the principal amount of its securities identified in Schedule I hereto (the “Securities”), to be issued under an indenture dated as of March 14, 2006, between the Company and The Bank of New York Mellon, as trustee, as supplemented and amended by a first supplemental indenture thereto, dated as of December 3, 2012, as supplemented and amended by a second supplemental indenture thereto, to be dated as of the Closing Date (as defined below) (as so supplemented and amended, the “Indenture”), between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as U

INDENTURE
Indenture • March 9th, 2006 • Dun & Bradstreet Corp/Nw • Services-consumer credit reporting, collection agencies • New York
INDENTURE
Indenture • May 22nd, 2001 • Dun & Bradstreet Corp/Nw • Services-consumer credit reporting, collection agencies • New York
WITNESSETH:
Employment Agreement • September 14th, 2000 • New D&b Corp • Services-consumer credit reporting, collection agencies • New York
dated as of
Five-Year Credit Agreement • November 14th, 2000 • Dun & Bradstreet Corp/Nw • Services-consumer credit reporting, collection agencies • New York
INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 2nd, 2016 • Dun & Bradstreet Corp/Nw • Services-consumer credit reporting, collection agencies • Delaware

This Indemnification Agreement (the “Agreement”), dated as of _______________, is made by and between THE DUN & BRADSTREET CORPORATION, a Delaware corporation (the “Corporation”) and _____________________ (the “Indemnitee”).

FORM OF NON-EMPLOYEE DIRECTOR STOCK OPTION AWARD AGREEMENT
Stock Option Award Agreement • March 2nd, 2005 • Dun & Bradstreet Corp/Nw • Services-consumer credit reporting, collection agencies • New York
ARTICLE I DEFINITIONS
Employee Benefits Agreement • September 11th, 2000 • New D&b Corp • Services-consumer credit reporting, collection agencies • New York
AGREEMENT AND PLAN OF MERGER by and among THE DUN & BRADSTREET CORPORATION, STAR PARENT, L.P. and STAR MERGER SUB, INC. Dated as of August 8, 2018
Merger Agreement • September 10th, 2018 • Dun & Bradstreet Corp/Nw • Services-consumer credit reporting, collection agencies • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of August 8, 2018 (hereinafter called this "Agreement"), by and among The Dun & Bradstreet Corporation, a Delaware corporation (the "Company"), Star Parent, L.P., a Delaware limited partnership, a ("Parent"), and Star Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub," with the Company and Merger Sub sometimes being hereinafter collectively referred to as the "Constituent Corporations," and the Constituent Corporations, together with Parent, the "Parties").

FORM OF NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • March 2nd, 2005 • Dun & Bradstreet Corp/Nw • Services-consumer credit reporting, collection agencies • New York
The Dun & Bradstreet Corporation Underwriting Agreement
Underwriting Agreement • November 23rd, 2010 • Dun & Bradstreet Corp/Nw • Services-consumer credit reporting, collection agencies • New York

The Dun & Bradstreet Corporation, a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the principal amount of its securities identified in Schedule I hereto (the “Securities”), to be issued under an indenture (the “Indenture”) dated as of March 14, 2006, between the Company and The Bank of New York , as trustee (the “Trustee”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. Any reference herein to the Registration Statement, the Basic Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pur

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D&B GUARANTY
Guaranty Agreement • November 14th, 2000 • Dun & Bradstreet Corp/Nw • Services-consumer credit reporting, collection agencies • New York
SHARED TRANSACTION SERVICES AGREEMENT BETWEEN THE DUN & BRADSTREET CORPORATION AND THE NEW D&B CORPORATION
Shared Transaction Services Agreement • October 4th, 2000 • Dun & Bradstreet Corp/Nw • Services-consumer credit reporting, collection agencies • New York
DATA SERVICES AGREEMENT between THE DUN & BRADSTREET CORPORATION and THE NEW D&B CORPORATION
Data Services Agreement • October 4th, 2000 • Dun & Bradstreet Corp/Nw • Services-consumer credit reporting, collection agencies • New York
WITNESSETH:
Employment Agreement • May 15th, 2001 • Dun & Bradstreet Corp/Nw • Services-consumer credit reporting, collection agencies • New York
AMENDED AND RESTATED INDEMNITY AND JOINT DEFENSE AGREEMENT
Indemnity and Joint Defense Agreement • August 4th, 2004 • Dun & Bradstreet Corp/Nw • Services-consumer credit reporting, collection agencies • New York

This Amended and Restated Indemnity and Joint Defense Agreement (this “Agreement”), is entered into as of July 30, 2004, by and among VNU, N.V., a corporation organized under the laws of the Netherlands (“VNU”), VNU, Inc., a New York corporation and a wholly owned subsidiary of VNU (“VNU Inc.”), ACNielsen Corporation, a Delaware corporation and a wholly owned subsidiary of VNU (“ACNielsen”), AC Nielsen (US), Inc., a Delaware corporation and a wholly owned subsidiary of VNU Inc. (“New ACN”), Nielsen Media Research, Inc. (formerly, Cognizant Corporation (“Cognizant”)), a Delaware corporation and a wholly owned subsidiary of VNU Inc. (“NMR”), R.H. Donnelley Corporation (formerly, The Dun & Bradstreet Corporation (“Old D&B”)), a Delaware corporation (“Donnelley”), The Dun & Bradstreet Corporation, a Delaware corporation (“D&B”), Moody’s Corporation, a Delaware corporation (“Moody’s”), and IMS Health Incorporated, a Delaware corporation (“IMS”) (each individually, a “Party,” and collectivel

The New D&B Corporation One Diamond Hill Road Murray Hill, New Jersey 07974
Distribution Agreement • September 11th, 2000 • New D&b Corp • Services-consumer credit reporting, collection agencies
FIVE-YEAR CREDIT AGREEMENT dated as of June 19, 2018 among THE DUN & BRADSTREET CORPORATION The Borrowing Subsidiaries Party Hereto The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent, BANK OF AMERICA, N.A. and CITIZENS BANK...
Five-Year Credit Agreement • June 21st, 2018 • Dun & Bradstreet Corp/Nw • Services-consumer credit reporting, collection agencies • New York

CREDIT AGREEMENT dated as of June 19, 2018, (the “Agreement”) among THE DUN & BRADSTREET CORPORATION, the BORROWING SUBSIDIARIES party hereto, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A. as Administrative Agent, BANK OF AMERICA, N.A. and CITIZENS BANK N.A., as Syndication Agents, and HSBC BANK USA, N.A., MUFG UNION BANK, N.A., PNC BANK, NATIONAL ASSOCIATION and SUNTRUST BANK, N.A. as Co-Documentation Agents.

GLOBAL MASTER SERVICES AGREEMENT by and between DUN & BRADSTREET, INC. and ACXIOM CORPORATION July 27, 2006 Amended and Restated as of June 2, 2008
Global Master Services Agreement • October 8th, 2009 • Dun & Bradstreet Corp/Nw • Services-consumer credit reporting, collection agencies

This GLOBAL MASTER SERVICES AGREEMENT (this “Agreement” or the “Global Master Services Agreement”), is effective as of June 2, 2008 (the “Global Master Services Effective Date” or “Global Effective Date”), between DUN & BRADSTREET, INC. (“D&B”), a Delaware corporation having its principal place of business at 103 JFK Parkway, Short Hills, New Jersey 07078 and ACXIOM CORPORATION (“Acxiom”), a Delaware corporation having its principal place of business at 301 Dave Ward Drive, Conway, Arkansas 72033 and amends and restates in its entirety that certain Information Technology Outsourcing Services Agreement (as amended prior to the Global Master Services Effective Date, the “Original Agreement”) dated as of July 27, 2006 (the “Contract Execution Date”) by and between D&B and Acxiom.

FIVE-YEAR CREDIT AGREEMENT dated as of April 19, 2007 among THE DUN & BRADSTREET CORPORATION The Borrowing Subsidiaries Party Hereto The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent, BANK OF TOKYO- MITSUBISHI UFJ TRUST...
Credit Agreement • April 19th, 2007 • Dun & Bradstreet Corp/Nw • Services-consumer credit reporting, collection agencies • New York

CREDIT AGREEMENT dated as of April 19, 2007, among THE DUN & BRADSTREET CORPORATION, the BORROWING SUBSIDIARIES party hereto, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A. as Administrative Agent, BANK OF TOKYO-MITSUBISHI UFJ TRUST COMPANY and CITIBANK, N.A. as Syndication Agents, and THE BANK OF NEW YORK and SUNTRUST BANK, as Documentation Agents.

ARTICLE I SERVICES PROVIDED
Insurance and Risk Management Services Agreement • October 4th, 2000 • Dun & Bradstreet Corp/Nw • Services-consumer credit reporting, collection agencies • New York
The Dun & Bradstreet Corporation Underwriting Agreement
Underwriting Agreement • December 3rd, 2012 • Dun & Bradstreet Corp/Nw • Services-consumer credit reporting, collection agencies • New York

The Dun & Bradstreet Corporation, a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the principal amount of its securities identified in Schedule I hereto (the “Securities”), to be issued under an indenture dated as of March 14, 2006, between the Company and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented and amended by a first supplemental indenture thereto, to be dated as of the Closing Date (as defined below) (as so supplemented and amended, the “Indenture”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. Any reference herein to the Registration Statement,

TERM LOAN CREDIT AGREEMENT dated as of June 19, 2018 among THE DUN & BRADSTREET CORPORATION The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent BANK OF AMERICA, N.A. and CITIZENS BANK N.A. as Syndication Agents and HSBC BANK...
Term Loan Credit Agreement • June 21st, 2018 • Dun & Bradstreet Corp/Nw • Services-consumer credit reporting, collection agencies • New York

TERM LOAN CREDIT AGREEMENT dated as of June 19, 2018, (the “Agreement”) among THE DUN & BRADSTREET CORPORATION, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A. as Administrative Agent, BANK OF AMERICA, N.A. and CITIZENS BANK N.A., as Syndication Agents, and HSBC BANK USA, N.A., MUFG UNION BANK, N.A., PNC BANK, NATIONAL ASSOCIATION and SUNTRUST BANK, N.A., as Co-Documentation Agents.

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