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EXHIBIT 10.9
The New D&B Corporation
One Diamond Hill Road
Murray Hill, New Jersey 07974
September , 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: _________________________________
Name:
Title:
