Undertaking Agreement by The New D&B Corporation to R.H. Donnelley Corporation Regarding Joint Liability under 1998 Distribution Agreement

Summary

This agreement is between The New D&B Corporation and R.H. Donnelley Corporation. It confirms that, following a corporate separation, The New D&B Corporation agrees to be jointly and severally liable with D&B for all obligations defined as "D&B Liabilities" under a prior 1998 Distribution Agreement. This undertaking is effective from the date of the new distribution and ensures that both companies are responsible for these liabilities to R.H. Donnelley Corporation.

EX-10.10 12 e40976ex10-10.txt UNDERTAKING OF THE REGISTRANT TO R.H. DONNELLEY 1 EXHIBIT 10.10 The New D&B Corporation One Diamond Hill Road Murray Hill, New Jersey 07974 September 30, 2000 Steven B. Witznitzer, Esq. R.H. Donnelley Corporation One Manhattanville Road Purchase, New York 10577 Dear Sir: Reference is made to the Distribution Agreement (the "1998 Distribution Agreement"), dated as of June 30, 1998, between The Dun & Bradstreet Corporation, now known as "R.H. Donnelley Corporation" ("Historical D&B"), and The New Dun & Bradstreet Corporation, now known as "The Dun & Bradstreet Corporation" ("D&B"). 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"). In Section 8.9(b) of the 1998 Distribution Agreement, D&B agreed not to make a distribution such as the 2000 Distribution unless it caused the distributed entity to undertake to Historical D&B to be jointly and severally liable for all D&B Liabilities (as defined in the 1998 Distribution Agreement). Therefore, in accordance with Section 8.9(b) of the 1998 Distribution Agreement and intending to be legally bound hereby, from and after the effective time of the 2000 Distribution, New D&B undertakes to Historical D&B to be jointly and severally liable with D&B for all D&B Liabilities under the 1998 Distribution Agreement. Very truly yours, THE NEW D&B CORPORATION By: /s/ David J. Lewinter --------------------------------- Name: David J. Lewinter Title: President and Secretary