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EXHIBIT 10.9
The New D&B Corporation
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▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
September 30, 2000
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
▇▇▇▇▇▇▇ Media Research, Inc.
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▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇, Esq.
ACNielsen Corporation
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▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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 ▇.▇. ▇▇▇▇▇▇▇▇▇ Corporation ("Historical
D&B"), Cognizant Corporation, now known as ▇▇▇▇▇▇▇ 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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President and Secretary
