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Exhibit 10.9
The New Dun & Bradstreet Corporation
Xxx Xxxxxxx Xxxx Xxxx
Xxxxxx Xxxx, Xxx Xxxxxx 00000
June 29, 0000
Xxxxxxx Xxxxxx, Xxx.
Cognizant Corporation
000 Xxxxx Xxxxx
Xxxxxxxx, XX 00000
Xxxx Xxxxxxx, Esq.
ACNielsen Corporation
000 Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
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: /s/ Xxxxx X. Xxxxx
---------------------------------
Name: Xxxxx X. Xxxxx
Title: Senior Vice President
& Chief Legal Counsel
