IMS Health Incorporated 200 Nyala Farms Westport, CT 06880Distribution Agreement • August 13th, 1998 • Acnielsen Corp • Services-engineering, accounting, research, management
Reference is made to the Distribution Agreement (the "1996 Distribution Agreement"), dated as of October 28, 1996, among Cognizant Corporation ("Cognizant"), The Dun & Bradstreet Corporation ("D&B") and ACNielsen Corporation ("ACNielsen"). Cognizant has announced its intention to separate into two separate companies through a distribution (the "IMS HEALTH Distribution") to its stockholders of all of the shares of common stock of its subsidiary IMS Health Incorporated ("IMS HEALTH"). In Section 8.9(c) of the 1996 Distribution Agreement, Cognizant agreed not to make a distribution such as the IMS HEALTH Distribution unless it caused the distributed entity to undertake to both D&B and ACNielsen to be jointly and severally liable for all Cognizant Liabilities (as defined in 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 IMS HEALTH Distributio
ACNIELSEN CORPORATION U.S. $250,000,000 Credit Agreement dated as of April 15, 1998 The Chase Manhattan Bank, as Administrative Agent Chase Securities Inc., as Arranger TABLE OF CONTENTSCredit Agreement • August 13th, 1998 • Acnielsen Corp • Services-engineering, accounting, research, management • New York
