Exhibit 99(c)
Gartner Group, Inc.
X.X. Xxx 00000
56 Top Xxxxxxx Xxxx
Xxxxxxxx, XX 00000
July 16, 1999
X.X. Xxxxxxxxx Corporation
Xxx Xxxxxxxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
ACNielsen Corporation
000 Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
Dear Sirs:
Reference is made to (i) the Distribution Agreement (the "1996
Distribution Agreement"), dated as of October 28, 1996, among Cognizant
Corporation, which has been renamed Xxxxxxx Media Research, Inc. ("NMR"), The
Dun & Bradstreet Corporation, which has been renamed the X.X. Xxxxxxxxx
Corporation ("RHD") and ACNielsen Corporation ("ACNielsen") and (ii) the letter
of undertaking dated June 29, 1998 from IMS Health Incorporated ("IMS HEALTH")
to RHD and ACNielsen. In June 1998, NMR distributed to its stockholders all of
the outstanding shares of common stock of IMS HEALTH (the "IMS HEALTH
Distribution"). IMS HEALTH has announced its intention to distribute (the
"Gartner Distribution") to its stockholders all of the shares of the Class B
Common Stock of Gartner Group, Inc. ("Gartner") that IMS HEALTH will hold
following the recapitalization of Gartner contemplated by the Agreement and Plan
of Merger dated June 17, 1999, among IMS HEALTH, Gartner and GRGI, INC. In
connection with the IMS HEALTH Distribution, IMS HEALTH undertook (the "IMS
HEALTH Undertaking") to both RHD and ACNielsen to be jointly and severally
liable for all Cognizant Liabilities (as defined in the 1996 Distribution
Agreement). Under Section 8.9(c) of the 1996 Distribution Agreement, as
applicable to IMS HEALTH pursuant to the IMS HEALTH Undertaking, IMS HEALTH may
not make a distribution such as the Gartner Distribution unless it causes the
distributed entity to undertake to both RHD and ACNielsen to be jointly and
severally liable for all Cognizant Liabilities under the 1996 Distribution
Agreement. Therefore, in accordance with Section 8.9(c) of the 1996 Distribution
Agreement and intending to be legally bound hereby, from and after the effective
time of the Gartner Distribution, Gartner undertakes to each of RHD and
ACNielsen to be jointly and severally liable for all Cognizant Liabilities under
the 1996 Distribution Agreement.
Very truly yours,
GARTNER GROUP, INC.
By: /s/ Xxxxxxx Xxxxxxxx
--------------------
Name: Xxxxxxx Xxxxxxxx
Title: CFO, Executive Vice President
