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EXHIBIT 10.9
The New D&B Corporation
Xxx Xxxxxxx Xxxx Xxxx
Xxxxxx Xxxx, Xxx Xxxxxx 00000
September 30, 2000
Xxxxxxx X. Xxxxxx, Esq.
Xxxxxxx Media Research, Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Xxxx Xxxxxxx, Esq.
ACNielsen Corporation
000 Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
Dear Sirs:
Reference is made to the Distribution Agreement (the "1996
Distribution Agreement"), dated as of October 28, 1996, among The Dun &
Bradstreet Corporation, now known as X.X. Xxxxxxxxx Corporation ("Historical
D&B"), Cognizant Corporation, now known as Xxxxxxx Media Research, Inc.
("Cognizant"), and ACNielsen Corporation ("ACNielsen"). The Dun & Bradstreet
Corporation ("D&B") has announced its intention to separate into two separate
companies through a distribution (the "2000 Distribution") to its stockholders
of all of the shares of common stock of its subsidiary, The New D&B Corporation
("New D&B"). Intending to be legally bound hereby, from and after the effective
time of the 2000 Distribution, New D&B undertakes to each of Cognizant and
ACNielsen to be jointly and severally liable with D&B and Historical D&B for all
D&B Liabilities under the 1996 Distribution Agreement.
Very truly yours,
THE NEW D&B CORPORATION
By: /s/ Xxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: President and Secretary
