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EXHIBIT 10.9
The New D&B Corporation
Xxx Xxxxxxx Xxxx Xxxx
Xxxxxx Xxxx, Xxx Xxxxxx 00000
September , 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: _________________________________
Name:
Title:
