Undertaking Agreement by The New D&B Corporation Regarding 1996 Distribution Agreement Liabilities

Summary

The New D&B Corporation agrees to be jointly and severally liable, along with The Dun & Bradstreet Corporation and R.H. Donnelley Corporation, for all obligations under a 1996 Distribution Agreement with Nielsen Media Research, Inc. and ACNielsen Corporation. This commitment takes effect after the planned separation of D&B into two companies and the distribution of New D&B shares to stockholders. The agreement ensures that New D&B will honor all liabilities related to the original 1996 agreement.

EX-10.9 11 e40976ex10-9.txt UNDERTAKING OF THE REGISTRANT 1 EXHIBIT 10.9 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 -------------------------------- Name: David J. Lewinter Title: President and Secretary