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Exhibit 10.9
The New Dun & Bradstreet Corporation
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Cognizant Corporation
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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 ("D&B"), Cognizant Corporation ("Cognizant") and ACNielsen
Corporation ("ACNielsen"). D&B has announced its intention to separate into two
separate companies through a distribution (the "New D&B Distribution") to its
stockholders of all of the shares of common stock of its subsidiary The New Dun
& Bradstreet Corporation ("New D&B"). In Section 8.9(b) of the 1996 Distribution
Agreement, D&B agreed not to make a distribution such as the New D&B
Distribution unless it caused the distributed entity to undertake to both
Cognizant and ACNielsen to be jointly and severally liable for all D&B
Liabilities (as defined in the 1996 Distribution Agreement). Therefore, in
accordance with Section 8.9(b) of the 1996 Distribution Agreement and intending
to be legally bound hereby, from and after the effective time of the New D&B
Distribution, New D&B undertakes to each of Cognizant and ACNielsen to be
jointly and severally liable with D&B for all D&B Liabilities under the 1996
Distribution Agreement.
Very truly yours,
THE NEW DUN & BRADSTREET CORPORATION
By: ______________________________
Name:
Title:
