Exhibit 99 (e)
The New D&B Corporation
One Diamond Hill Road
Murray Hill, New Jersey 07974
September 30, 2000
Stephen J. Boatti, Esq.
Nielsen Media Research, Inc.
299 Park Avenue
New York, NY 10171
Earl Doppelt, Esq.
ACNielsen Corporation
177 Broad Street
Stamford, CT 06901
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 R.H. Donnelley Corporation ("Historical D&B"),
Cognizant Corporation, now known as Nielsen 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/David J. Lewinter
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Name: David J. Lewinter
Title: President and Secretary
