Exhibit 99 (e)
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
