Ex-10.3



 





EXECUTION COPY




Exhibit 10.3




AMENDED AND RESTATED

INDEMNITY AND JOINT DEFENSE AGREEMENT




     This Amended and Restated Indemnity and Joint Defense Agreement (this
“Agreement”), is entered into as of July 30, 2004, by and among VNU, N.V., a
corporation organized under the laws of the Netherlands (“VNU”), VNU, Inc., a
New York corporation and a wholly owned subsidiary of VNU (“VNU Inc.”),
ACNielsen Corporation, a Delaware corporation and a wholly owned subsidiary of
VNU (“ACNielsen”), AC Nielsen (US), Inc., a Delaware corporation and a wholly
owned subsidiary of VNU Inc. (“New ACN”), Nielsen Media Research, Inc.
(formerly, Cognizant Corporation (“Cognizant”)), a Delaware corporation and a
wholly owned subsidiary of VNU Inc. (“NMR”), R.H. Donnelley Corporation
(formerly, The Dun & Bradstreet Corporation (“Old D&B”)), a Delaware
corporation (“Donnelley”), The Dun & Bradstreet Corporation, a Delaware
corporation (“D&B”), Moody’s Corporation, a
Delaware corporation (“Moody’s”),
and IMS Health Incorporated, a Delaware corporation (“IMS”) (each individually,
a “Party,” and collectively, the “Parties”).



     WHEREAS, Old D&B, ACNielsen Company (a subsidiary of ACNielsen) and I.M.S.
International, Inc. (formerly a subsidiary of Cognizant and a predecessor of
IMS) have been named as defendants in an action commenced by Information
Resources, Inc. (“IRI”) by the filing of its complaint dated July 29, 1996 in
the action captioned Information Resources, Inc. v. The Dun & Bradstreet
Corporation, A.C. Nielsen Co. and I.M.S. International, Inc. (S.D.N.Y.) 96 Civ.
5716 (this action and any amended complaint or action arising out of the same
or substantially similar factual allegations by IRI or any successor or
Affiliate thereof are referred to herein as the “Lawsuit”);



     WHEREAS, Old D&B, Cognizant and ACNielsen are parties to an Indemnity and
Joint Defense Agreement, dated as of October 28,1996 (the “Original
Agreement”), which provided for, among other things (i) allocation of financial
responsibility among Old D&B, Cognizant and ACNielsen for the liabilities
arising out of, or in connection with, the Lawsuit, and (ii) terms and
conditions for the joint defense by the parties thereto against the Lawsuit;



     WHEREAS, pursuant to the terms of the Distribution Agreement, dated as of
October 28, 1996, among Old D&B, Cognizant and ACNielsen (the “1996
Distribution Agreement”), the shares of Cognizant and ACNielsen were
distributed by Old D&B to the stockholders of Old D&B (the “1996
Distribution”):



     WHEREAS, the 1996 Distribution Agreement provided for, among other things,
assumptions of liabilities and cross indemnities designed to allocate among Old
D&B, Cognizant and ACNielsen financial responsibility for the liabilities
arising out of, or in connection with, the businesses conducted by Old D&B and
its Subsidiaries before the 1996 Distribution;



 









 





     WHEREAS, pursuant to the terms of the Distribution Agreement, dated as of
June 30, 1998, between Cognizant (subsequently renamed NMR) and IMS (the “1998
Cognizant/IMS Distribution Agreement”), the shares of IMS were distributed by
Cognizant to the stockholders of Cognizant (the “1998 Cognizant/IMS
Distribution”);



     WHEREAS, the 1998 Cognizant/IMS Distribution Agreement provided for, among
other things, assumptions of liabilities and cross indemnities designed to
allocate between Cognizant and IMS financial responsibility for the liabilities
arising out of, or in connection with, the businesses conducted by Cognizant
and its subsidiaries before the 1998 Cognizant/IMS Distribution, including
Cognizant’s liabilities under the 1996 Distribution Agreement and the Original
Agreement;



     WHEREAS, under the terms of the 1996 Distribution Agreement, as a
condition to the 1998 Cognizant/IMS Distribution, EMS was required to
undertake, and did undertake, to each of Old D&B and ACNielsen to be jointly
and severally liable with Cognizant for all of Cognizant’s liabilities under
the 1996 Distribution Agreement;



     WHEREAS, pursuant to the terms of the Distribution Agreement, dated as of
June 30, 1998, between Old D&B (subsequently renamed Donnelley) and The New Dun
& Bradstreet Corporation (subsequently renamed The Dun & Bradstreet
Corporation) (the “1998 Old D&B/Donnelley Distribution Agreement”), the shares
of The New Dun & Bradstreet Corporation were distributed by Old D&B to the
stockholders of Old D&B (the “1998 Old D&B/Donnelley
Distribution”);



     WHEREAS, the 1998 Old D&B/Donnelley Distribution Agreement provided for,
among other things, assumptions of liabilities and cross indemnities designed
to allocate between Old D&B and The New Dun & Bradstreet Corporation financial
responsibility for the liabilities arising out of, or in connection with, the
businesses conducted by Old D&B and its subsidiaries before the 1998 Old
D&B/Donnelley Distribution, including Old D&B’s liabilities under the 1996
Distribution Agreement and the Original Agreement;



     WHEREAS, under the terms of the 1996 Distribution Agreement, as a
condition to the 1998 Old D&B/Donnelley Distribution, The New Dun & Bradstreet
Corporation was required to undertake, and did undertake, to each of Cognizant
and ACNielsen to be jointly and severally liable with Old D&B for all of Old
D&B’s liabilities under the 1996 Distribution Agreement;



     WHEREAS, pursuant to the terms of the Agreement and Plan of Merger, dated
as of August 15, 1999, among VNU USA, Inc. (“VNUUSA”), Niner Acquisition, Inc.,
a wholly owned subsidiary of VNU USA (“Niner”), and NMR, Niner merged with and
into NMR, with NMR continuing as the surviving corporation and a wholly owned
subsidiary of VNU USA;



     WHEREAS, pursuant to the terms of the Distribution Agreement, dated as of
September 30, 2000, between The Dun & Bradstreet Corporation (subsequently
renamed Moody’s) and The New Dun & Bradstreet Corporation (subsequently renamed



2









 




D&B) (the “2000
D&B/Moody’s Distribution Agreement”), the shares of D&B
were distributed by Moody’s to the stockholders of Moody’s (the “2000
D&B/Moody’s Distribution”);




     WHEREAS, the 2000 D&B/Moody’s Distribution Agreement provided for, among
other things, assumptions of liabilities and cross indemnities designed to
allocate between The Dun & Bradstreet Corporation and The New Dun & Bradstreet
Corporation financial responsibility for the liabilities arising out of, or in
connection with, the businesses conducted by The Dun & Bradstreet Corporation
and its subsidiaries before the 2000 Distribution, including The Dun &
Bradstreet Corporation’s liabilities under the 1996 Distribution Agreement, the
Original Agreement and the 1998 Old D&B/Donnelley Distribution Agreement;



     WHEREAS, under the terms of the 1996 Distribution Agreement, as a
condition to the 2000 D&B/Moody’s Distribution, The New Dun & Bradstreet
Corporation was required to undertake, and did undertake, to each of NMR (as
successor to Cognizant) and ACNielsen to be jointly and severally liable with
Donnelley (as successor to Old D&B) for all of Old D&B’s liabilities under the
1996 Distribution Agreement;



     WHEREAS, under the terms of the 1998 Old D&B/Donnelley
Distribution Agreement, as a condition to the 2000 D&B/Moody’s Distribution,
The New Dun & Bradstreet Corporation was required to undertake, and did
undertake, to Donnelley (as successor to Old D&B) to be jointly and severally
liable with The Dun & Bradstreet Corporation for all of The Dun & Bradstreet
Corporation’s liabilities under the 1998 Old D&B/Donnelley Distribution
Agreement;



     WHEREAS, pursuant to the terms of the Agreement and Plan of Merger, dated
as of December 17, 2000, among VNU, Artist Acquisition, Inc., a wholly owned
subsidiary of VNU (“Artist”), and ACNielsen, Artist merged with and into
ACNielsen, with ACNielsen continuing as the surviving corporation and a wholly
owned subsidiary of VNU (the “ACNielsen Acquisition”);



     WHEREAS, under the terms of the Original Agreement, in connection with
the ACNielsen Acquisition, VNU was required to assume, and did assume, all
of ACNielsen’s obligations under the Original Agreement;



     WHEREAS, pursuant to the terms and subject to the limitations hereof, VNU,
VNU Inc., ACNielsen, New ACN and NMR, jointly and severally, have agreed, inter
alia, (i) to assume and duly and punctually perform, be bound by, and otherwise
discharge in accordance with their terms the IRI Liabilities and (ii) indemnify
Donnelley (as successor to Old D&B), D&B, Moody’s and IMS against any IRI
Liabilities which may be incurred, directly or indirectly, by any of them;



     WHEREAS, the Parties believe that they have a mutuality of interest in a
joint defense in connection with the Lawsuit and any additional actions,
investigations or



3









 




proceedings that have arisen or may arise in connection with the subject matter
of the Lawsuit;




     WHEREAS, it is the intention and understanding of the Parties that
communications between and among them as provided herein and any joint
interviews of prospective witnesses for the purpose of a joint defense are
confidential and are protected from disclosure to any third party by the
attorney-client privilege, the work product doctrine and any other applicable
privileges;



     WHEREAS, in order to pursue a joint defense effectively, the Parties have
also concluded that, from time to time, their mutual interests will be best
served by sharing privileged material, mental impressions, memoranda, interview
reports and other work products and information, including the confidences of
each party;



     WHEREAS, it is a purpose of this Agreement to insure that the
exchanges and disclosures of privileged materials contemplated herein do not
diminish or constitute a waiver of any privilege that may otherwise be
available by virtue of any prior agreement, conduct, operation of law or
otherwise;



     WHEREAS, the Parties desire to amend and restate the Original Agreement as
set forth herein and each Party expressly acknowledges that the execution and
delivery of this Agreement does not in any manner constitute an admission that
the Lawsuit has any merit,



     NOW, THEREFORE, in consideration of the mutual promises, covenants and
releases contained in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties hereby agree as follows:



ARTICLE I

DEFINITIONS




     SECTION 1.1. Definitions. The following terms shall have the
following meanings:



     “1996 Distribution” shall have the meaning set forth in the
recitals hereto.



     “1996 Distribution Agreement” shall have the meaning set forth in the
recitals hereto.



     “1998 Cognizant/IMS Distribution” shall have the meaning set forth in the
recitals hereto.



     “1998 Cognizant/IMS Distribution Agreement shall have the meaning set
forth in the recitals hereto.



     “1998
Old D&B/Donnellev Distribution” shall have the meaning set forth in
the recitals hereto.



4









 





     “1998
Old D&B/Donnelley Distribution Agreement” shall have the
meaning set forth in the recitals hereto.


     “2000
D&B/Moody’s Distribution” shall have the meaning set forth in the
recitals hereto.



     “2000 D&B/Moody’s Distribution Agreement” shall have the meaning set forth
in the recitals hereto.



     “ACNielsen” shall have the meaning set forth in the recitals
hereto.



     “ACNielsen Acquisition” shall have the meaning set forth in the recitals
hereto.



     “Affiliate” of any specified Person means any other Person, directly or
indirectly, controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
“control” when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of Voting Stock, by contract or otherwise; and
the terms “controlling” and “controlled” have meanings correlative to the
foregoing.



     “Ancillary Agreements” shall mean all of the written agreements,
instruments, assignments or other written arrangements (other than this
Agreement and the 1996 Distribution Agreement) entered into in connection with
the transactions contemplated by this Agreement and the 1996 Distribution
Agreement, including, without limitation, the Conveyancing and Assumption
Instruments, the Data Services Agreement, the Employee Benefits Agreement, the
Intellectual Property Agreement, the Shared Transaction Services Agreements,
the TAM Master Agreement, the Tax Allocation Agreement and the Transition
Services Agreement.



     “Artist” shall have the meaning set forth in the recitals hereto.



     “Board of Directors” shall mean, when used with respect to a specified
corporation, the board of directors of the corporation so specified, and when
used with respect to VNU, the executive board of VNU.



     “Business Combination” means, with respect to any Person, any
consolidation or merger or any sale, conveyance, assignment, transfer,
lease or other disposition of all or substantially all of the properties
and assets of such Person as an entirety in one transaction or series of
transactions,



     “Business Day” means any day that is not a Saturday, a Sunday or any other
day on which banks are required or authorized by law to be closed in New York,
New York.



     “Capital Lease Obligations” of a Person means any obligation which is
required to be classified and accounted for as a capital lease for
financial reporting



5









 




purposes in accordance with GAAP; the amount of such obligations shall be
the capitalized amount thereof, determined in accordance with GAAP.




     “Capital Stock” means, with respect to any Person, any and all shares,
interests, participations, rights to purchase, warrants, options, or other
equivalents (however designated) of capital stock of a corporation, and any and
all equivalent ownership interests in a Person other than a corporation, in
each case whether now outstanding or hereafter issued.



     “Cash Equivalents” means, at any time, (a) any evidence of Indebtedness
with a maturity of 180 days or less from the date of acquisition issued or
directly and fully guaranteed or insured by the United States of America or any
agency or instrumentality thereof (provided, that the full faith and credit of
the United States of America is pledged in support thereof); (b) certificates
of deposit, money market deposit accounts and acceptances with a maturity of
180 days or less from the date of acquisition of any financial institution that
is a member of the Federal Reserve System having combined capital and surplus
and undivided profits of not less than $500 million; (c) commercial paper with
a maturity of 180 days or less from the date of acquisition issued by a
corporation that is not an Affiliate of a VNU Party whose debt rating, at the
time as of which such investment is made, is at least “A-l” by Standard &
Poor’s Corporation or at least “P-l” by Moody’s Investors Service, Inc., or
rated at least an equivalent rating category of another nationally recognized
securities rating agency; (d) repurchase agreements and reverse repurchase
agreements having a term of not more than 30 days for underlying securities of
the types described in clause (a) above entered into with a financial
institution meeting the qualifications described in clause (b) above; (e) any
security, maturing not more than 180 days after the date of acquisition, backed
by standby or direct pay letters of credit issued by a bank meeting the
qualifications described in clause (b) above; and (f) any security, maturing
not more than 180 days after the date of acquisition, issued or fully
guaranteed by any state, commonwealth, or territory of the United States of
America, or by any political subdivision thereof, and rated at least “A” by
Standard & Poor’s Corporation or at least “A” by Moody’s Investors Service,
Inc., or rated at least an equivalent rating category of another nationally
recognized securities rating agency.



     “Cognizant” shall have the meaning set forth in the recitals
hereto.



     “Consolidated EBITDA” means for any period the sum of Consolidated Net
Income plus, to the extent deducted in computing Consolidated Net Income,
Consolidated Interest Expense, Consolidated Tax Expense, all depreciation and,
without duplication, all amortization, in each case, for such period, of the
Relevant Party and its Subsidiaries on a consolidated basis, all as determined
in accordance with GAAP.



     “Consolidated Interest Expense” means for any period the sum of (a) the
aggregate of the interest expense on Indebtedness of the Relevant Party and its
Subsidiaries for such period, on a consolidated basis as determined in
accordance with GAAP (excluding the amortization of costs relating to original
debt issuances but including the amortization of debt discount) plus (b)
without duplication, that portion of



6









 




Capital Lease Obligations of the Relevant Party and its Subsidiaries
representing the interest factor for such period as determined in accordance
with GAAP plus (c) without duplication, dividends paid in respect of preferred
stock of Subsidiaries or Disqualified Stock of the Relevant Party and its
Subsidiaries to Persons other than the Relevant Party or a wholly owned
Subsidiary of the Relevant Party.




     “Consolidated Net Income” means, for any period, the net income or loss of
the Relevant Party and its Subsidiaries for such period on a consolidated basis
as determined in accordance with GAAP, adjusted by excluding the after-tax
effect of (a) any gains (but not losses) from currency exchange transactions
not in the ordinary course of business; (b) the net income of any Person which
is not a Subsidiary of the Relevant Party or is accounted for by the equity
method of accounting except to the extent of the amount of dividends or
distributions actually paid in cash by such Person to the Relevant Party or a
Subsidiary of the Relevant Party during such period; (c) except to the extent
includible pursuant to clause (b), the net income of any Person accrued prior
to the date it becomes a Subsidiary of the Relevant Party or is merged into or
consolidated with the Relevant Party or any of its Subsidiaries or such
Person’s assets are acquired by the Relevant Party or any of its Subsidiaries;
(d) net gains attributable to write-ups (determined after taking into account
losses attributable to write-downs) of assets or liabilities other than in the
ordinary course of business; (e) the cumulative effect of a change in
accounting principles; and (f) net income from discontinued operations.



     “Consolidated Net Worth” of a Person and its Subsidiaries means as of any
date all amounts that would be included under stockholders’ equity on a
consolidated balance sheet of such Person and its Subsidiaries determined in
accordance with GAAP.



     “Consolidated Tax Expense” means for any period the aggregate of the
federal, state, local and foreign income tax expense of the Relevant Party and
its Subsidiaries for such period, on a consolidated basis as determined in
accordance with GAAP, to the extent deducted in computing Consolidated Net
Income.



     “Covenant Party” shall have the meaning set forth in Section 3.1
hereto.



     “Counsel
of Record” shall have the meaning set forth in Section 4.1
hereto.



     “D&B” shall have the meaning set forth in the recitals
hereto. 

     “D&B Party” shall have the meaning set forth in
Section 2.2 hereto.



     “D&B
Parties Counsel” shall have the meaning set forth in Section 4.1
hereto.



     “Defense Costs” shall have the meaning set forth in Section 4.1
hereto.



     “Defense Costs Statement” shall have the meaning set forth in Section 4.1
hereto.



7









 





     “Defense Materials” shall have the meaning set forth in Section 4.1 hereto.



     “Designated Officers” means, with respect to any VNU Party, the chief
financial officer (or equivalent officer) of such VNU Party.



     “Disqualified Stock” means any Capital Stock which pays a mandatory
dividend (other than in Capital Stock) or which, by its terms (or by the terms
of any security into which it is convertible or exchangeable), or upon the
happening of any event, (i) matures or is mandatorily redeemable, pursuant to a
sinking fund obligation or otherwise, (ii) is redeemable at the option of the
holder thereof, in whole or in part or (iii) is convertible or exchangeable for
Indebtedness or Disqualified Stock of any Relevant Party or its Subsidiaries.



     “Donnelley” shall have the meaning set forth in the recitals
hereto.



     “Federal Funds Rate” means, for any period, a fluctuating interest rate
per annum equal for each day during such period to the weighted average of the
rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as published for such day
(or, if such day is not a Business Day, for the next preceding Business Day) by
the Federal Reserve Bank of New York.



     “Fixed Charge Coverage Ratio” means for any period the ratio of
Consolidated EBITDA to Consolidated Interest Expense for such period; provided,
however, that in making such computation, the interest expense on any
Indebtedness to be incurred and computed on a pro forma basis and bearing a
floating interest rate shall be computed as if the rate in effect on the date
of computation had been the applicable rate for the entire period.



     “GAAP” means the generally accepted accounting principles in the United
States, including those set forth in the opinions and pronouncements of the
Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other entity as may be
approved by a significant segment of the accounting profession in the United
States, in each case applied on a consistent basis.



     “IMS” shall have the meaning set forth in the recitals hereto.



     “IMS Counsel” shall have the meaning set forth in Section 4.1
hereto.



     “Indebtedness” means, with respect to any Person, without duplication, (a)
the principal of and premium (if any) in respect of (i) indebtedness of such
Person for money borrowed and (ii) indebtedness evidenced by notes, indentures,
bonds, other similar instruments for the payment of which such Person is
responsible or liable; (b) all Capital Lease Obligations of such Person; (c)
all obligations of such Person issued or assumed as the deferred purchase price
of property; (d) all obligations of such Person for the reimbursement of any
obligor on any letter of credit or similar credit transaction; (e) all
dividends on Capital Stock issued by third parties for the payment of which
such



8









 




Person is responsible; (f) all obligations of the type referred to in clauses
(a) through (e) above of third parties secured by any Lien on any property or
asset of such Person, the amount of such obligation being deemed to be the
lesser of the value of such property or assets or the amount of the obligation
so secured; (g) indebtedness secured by any Lien existing on property acquired
by such Person subject to such Lien, whether or not the indebtedness secured
thereby shall have been assumed; provided, that if such Person has not assumed
such Indebtedness the amount of Indebtedness of such Person shall be deemed to
be the lesser of the value of such acquired property or the amount of the
indebtedness secured; (h) guarantees, endorsements and other obligations,
whether or not contingent, in respect of, or agreements to purchase or
otherwise acquire, Indebtedness of other Persons; (i) all Disqualified Stock
issued by such Person valued at the greater of its voluntary or involuntary
maximum fixed repurchase price plus accrued and unpaid dividends; (j) preferred
stock issued by any Subsidiary of such Person valued at the greater of its
voluntary or involuntary maximum fixed repurchase price plus accrued and unpaid
dividends; and (k) all obligations under or in respect of Interest Rate
Protection and Other Hedging Agreements.




     For purposes of this definition, “maximum fixed repurchase price” of any
preferred stock issued by any Subsidiary of a Person and of any Disqualified
Stock which does not have a fixed repurchase price shall be calculated in
accordance with the terms of such preferred stock or such Disqualified Stock as
if such preferred stock or such Disqualified Stock were purchased on any date
on which Indebtedness shall be required to be determined pursuant to this
Agreement, and if such price is based upon, or measured by, the fair market
value of such preferred stock or Disqualified Stock, such fair market value
shall be determined in good faith by the Board of Directors of the issuer of
such preferred stock or such Disqualified Stock.



     “Indemnified Parties” shall have the meaning set forth in Section 2.2
hereto.



     “Interest Rate Protection and Other Hedging Agreements” means one or more
of the following agreements entered into by one or more financial institutions:
(a) interest rate protection agreements (including, without limitation,
interest rate, swaps, caps, floors, collars and similar agreements), (b)
foreign exchange contracts, currency swap agreements or other similar
agreements or arrangements designed to protect against fluctuations in currency
values and/or (c) other types of hedging agreements from time to time.



     “IRI” shall have the meaning set forth in the recitals hereto.



     “IRI Investor” shall have the meaning set forth in Section 2.3
hereto.



     “IRI Liabilities” shall have the meaning set forth in
Section 2.1 hereto.



     “Lawsuit” shall have the meaning set forth in
the recitals hereto.



9









 





     “Lien” means any mortgage, lien, pledge, security interest, conditional
sale or other title retention agreement or other security interest or
encumbrance of any kind (including any agreement to give any security
interest).



     “Moody’s” shall have the meaning set forth in the recitals
hereto.

     “Niner” shall have the meaning set forth in the
recitals hereto.

     “NMR” shall have the meaning set forth in
the recitals hereto.



     “Officer” means the Chairman of the Board of Directors, the Vice-Chairman
of the Board of Directors, the Chief Executive Officer or the Chief Financial
Officer of the relevant party.



     “Officer’s Certificate” means a certificate signed by an
Officer.

     “Old D&B” shall have the meaning set forth in the
recitals hereto.



     “Original Agreement” shall have the meaning set forth in the recitals
hereto.



     “Parent” of a Person means any other Person with the power to direct the
management and policies of such Person, directly or indirectly, whether through
ownership of Voting Stock, by contract or otherwise.



     “Party” shall have the meaning set forth in the recitals hereto.



     “Party Counsel” shall have the meaning set forth in Section 4.1
hereto.



     “Permitted Related Person Subordinated Indebtedness” shall have the
meaning set forth in Section 3.6 hereto.



     “Person” means any natural person, corporation, business trust, joint
venture, association, company, partnership or government, or any agency or
political subdivision thereof.



     “Prime Rate” means a fluctuating interest rate per annum in effect from
time to time, which shall at all times be equal to the higher of (i) the rate
of interest announced publicly by Citibank, N.A. in New York, New York, from
time to time, as Citibank, N.A.’s prime rate and (ii) 1⁄2 of 1% per annum above
the Federal Funds Rate.



     “Process Agent” shall have the meaning set forth in Section 5.13
hereto.



     “Related Person” means (a) any Affiliate of a Relevant Party, (b) any
Person who directly or indirectly holds 5% or more of any class of Voting Stock
of a Relevant Party or any Subsidiary of a Relevant Party, (c) any Person who
is an executive officer or director of a Relevant Party and (d) any Affiliate
of or any relative by blood,



10









 




marriage or adoption not more remote than first cousin of any such Person
referred to in clause (b) or (c) above.




     “Relevant Party” shall have the meaning set forth in Section 3.4
hereto.



     “Restricted Payment” means, with respect to a Covenant Party and its
Subsidiaries, (a) any declaration or payment of any dividend on, or any
distribution in respect of, or any purchase, redemption or retirement for value
of, any Capital Stock of such Covenant Party or its Subsidiary or any deposit
with respect to the foregoing (other than dividends or distributions payable
solely to such Covenant Party), (b) any charitable contribution, (c) any
voluntary payments to pension or other benefit plans, (d) any payments in
respect of any Permitted Related Person Subordinated Indebtedness (other than
amounts paid solely to a Covenant Party) or (e) any accelerated payment of any
accounts payable or any cancellation or discounting of, or delay or extension
in the collection of, any accounts receivable, unless such acceleration,
cancellation, discounting, delay or extension, as the case may be, is in the
ordinary course of such Person’s business.



     “Strategic Transaction” shall mean any direct or indirect acquisition or
disposition of any business or of any assets comprising a business, or any
acquisition or disposition of any interest in a joint venture or other equity
investment in any business.



     “Subordination Agreement” shall have the meaning set forth in Section 3.6
hereto.



     “Subsidiary” shall mean any corporation, partnership or other entity of
which another entity (a) owns, directly or indirectly, ownership interests
sufficient to elect a majority of the Board of Directors (or persons performing
similar functions) (irrespective of whether at the time any other class or
classes of ownership interests of such corporation, partnership or other entity
shall or might have such voting power upon the occurrence of any contingency)
or (b) is a general partner or an entity performing similar functions (e.g., a
trustee). For purposes of this Agreement, the term “Subsidiary” as it relates
to IMS shall be deemed to include the following former affiliates of IMS:
Gartner Inc., Synavant, Inc. and Cognizant Technology Solutions Corporation,
and their respective successors and assigns, provided, in the case of any such
assigns, that VNU has granted its prior written consent to such assignment.



     “Trust” shall have the meaning set forth in Section 2.3
hereto.



     “VNU” shall have the meaning set forth in the
recitals hereto.



     “VNU USA” shall have the meaning set forth
in the recitals hereto.



     “VNU Inc.” shall have the meaning set
forth in the recitals hereto.



     “VNU Party” shall have the
meaning set forth in Section 2.1 hereto.



11









 





     “Voting Stock” means all outstanding classes of Capital Stock of any
Person ordinarily entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers, trustees or other
voting members of the governing body of such Person.



     “Withdrawing Party” shall have the meaning set forth in Section 4,1
hereto.



ARTICLE II

ALLOCATION OF LIABILITIES/

INDEMNIFICATION




     SECTION 2.1. Allocation of Liabilities. The Parties agree that in the
event that liabilities are incurred by any Party hereto or any Subsidiary
(including, with respect to IMS, Gartner Inc., Synavant, Inc. and Cognizant
Technology Solutions Corporation, and their respective successors and assigns,
provided, in the case of any such assigns, that VNU has granted its prior
written consent to such assignment) thereof, relating to, arising out of or
resulting from a judgment being entered, or any settlement permitted hereby
being entered into, in connection with the Lawsuit, any and all of such
liabilities (“IRI Liabilities”) shall be jointly and severally assumed and duly
and fully paid and discharged in accordance with their terms exclusively by
VNU, VNU Inc., ACNielsen, New ACN and NMR (each, a “VNU Party” and,
collectively, the “VNU Parties”). IRI Liabilities shall not include Defense
Costs (whether or not paid), which shall be shared by the Parties in accordance
with Section 4.1(h).



     SECTION 2.2. Indemnification. The VNU Parties shall, jointly and
severally, indemnify, defend and hold harmless Donnelley, D&B, Moody’s
(collectively, the “D&B Parties”) and IMS and their respective Subsidiaries
(including, with respect to IMS, Gartner Inc., Synavant, Inc. and Cognizant
Technology Solutions Corporation, and their respective successors and assigns,
provided, in the case of any such assigns, that VNU has granted its prior
written consent to such assignment) (collectively, the “Indemnified Parties”)
from and against, and shall reimburse the same for and in respect of, any and
all IRI Liabilities assessed against any of them, or to which any of them
becomes subject, as a result of the Lawsuit.



     SECTION 2.3. Other Agreements Relating to Allocation of IRI
Liabilities.



          (a) If any of the D&B Parties or IMS acquires beneficial
ownership of 20% or more of the outstanding contingent value rights issued by
the Information Resources Inc. Litigation Contingent Payment Rights Trust (or
any successor thereof) (the “Trust”) (an “IRI Investor”), then such IRI
Investor shall be deemed to be Withdrawing Party for purposes of and with the
consequences set forth in Section 4.1(g).



          (b) The VNU Parties agree that if it shall be necessary to post
any bond pending any appeal of the Lawsuit or otherwise in connection
therewith, the



12









 




VNU Parties shall promptly procure such a bond and shall exclusively pay the
full cost thereof.




          (c) The directors of A.C. Nielsen Company immediately prior to the 1996
Distribution shall be third-party beneficiaries of the agreements set forth in
Article II.



ARTICLE III

COVENANTS/ REPRESENTATION AND WARRANTIES




     SECTION 3.1. Limitation on Restricted Payments.



          (a) Neither ACNielsen nor New ACN (each a “Covenant Party”
and, collectively, the “Covenant Parties”) will, nor will they permit any
of their
Subsidiaries to, directly or indirectly, make any Restricted Payment if,
at the time of such
Restricted Payment, and after giving effect thereto, the aggregate amount
of such
Restricted Payment and all other Restricted Payments declared or made for
the then
current calendar year shall exceed the sum of:




               (i) $30 million; and




               (ii) 20% of the aggregate, without duplication,
Consolidated Net Income (which, for purposes of this Section 3.1, shall
not be less than zero) of the Covenant Parties accrued on a cumulative
basis during the last four completed calendar quarters ending on or prior
to the date of such proposed Restricted Payment;


provided, however, that the foregoing provisions will not prevent the payment
of a dividend within 60 days after the date of its declaration if at the date
of declaration such payment was permitted by the foregoing provisions.




          (b) The amount of all Restricted Payments (other than cash) shall
be the fair market value on the date of such Restricted Payment of the
asset(s) or
securities proposed to be paid, transferred or issued by such Covenant
Party or its
Subsidiary, as the case may be, pursuant to such Restricted Payment. The
fair market
value of any non-cash Restricted Payment shall be determined by the Board
of Directors
of such Covenant Party acting in good faith, whose determination shall be
conclusive and
whose resolution with respect thereto shall be delivered to each of the
D&B Parties and
IMS not later than three (3) days following the date of making such
Restricted Payment,
such determination to be based upon an opinion or appraisal issued by an
internationally
recognized investment banking firm if such fair market value is estimated
to exceed $15
million.



     SECTION 3.2. Limitation on Transactions with Related Persons.



          (a) Neither Covenant Party will, nor will it permit any
of its
Subsidiaries to, directly or indirectly, enter into or suffer to exist any
transaction or series of related transactions (including, without limitation,
the sale, purchase, exchange or



13









 




lease of assets, property or services) with any Related Person unless (i) such
transaction or series of transactions is on terms that are no less favorable to
the relevant Covenant Party or its Subsidiary, as the case may be, than would
be available in a comparable transaction with an unrelated third party and (ii)
where such transaction or series of transactions involves aggregate
consideration (including, without limitation, the assumption of indebtedness)
in excess of 7.5% of the aggregate Consolidated Net Worth of the Covenant
Parties on a combined basis (without duplication) as of the end of the prior
fiscal year, the relevant Covenant Party shall also deliver to each of the D&B
Parties and IMS not later than the date of entering into any such transaction,
an opinion from an internationally recognized investment banking firm chosen by
such Covenant Party as to the fairness of such transaction or series of
transactions to such Covenant Party or such Subsidiary from a financial point
of view.




          (b) For purposes of the foregoing, a series of related transactions
will be deemed to include, without limitation, a series of transactions
if, within six
months of closing one transaction, another transaction is entered into
with the same
Person or with a successor or affiliate thereof.



          (c) Notwithstanding the foregoing, the provisions of this Section
3.2 will not apply to (i) compensation or employee benefit arrangements
with any officer
or director of a Covenant Party or (ii) any Restricted Payment permitted
to be made
pursuant to this Agreement.



     SECTION 3.3. Merger and Consolidation. Neither Covenant Party may engage
in any Business Combination with any Person, unless:



          (a) either:




               (i) the Covenant Party shall be the continuing
corporation and the Persons who were such Covenant Party’s
stockholders immediately prior to such Business Combination continue
to hold more than 50% of the combined voting power of the Voting
Stock of the continuing corporation upon consummation of such
Business Combination; or




               (ii) (A) such Person and such Person’s Parent, if any, (x) shall
be a corporation, partnership or trust organized and validly existing
under the laws of the United States or any State thereof or the District
of Columbia or (y) shall duly execute and deliver to each of the D&B
Parties and IMS a consent to jurisdiction in the form set forth in
Exhibit 3.3(A) hereto and (B) such Person and such Person’s Parent, if
any, shall expressly assume, by an instrument of assumption in the form
set forth in Exhibit 3.3(B) hereto executed and delivered to each of the
D&B Parties and IMS, all of the VNU Parties’ obligations hereunder;



          (b) immediately after the Business Combination, the Covenant
Party and its Subsidiaries or such Person, or such Person’s Parent, if
any, and its
Subsidiaries shall have a Consolidated Net Worth equal to or greater than
the



14









 




Consolidated Net Worth of such Covenant Party and its Subsidiaries immediately
prior to such Business Combination;




          (c) the Covenant Party shall have delivered to each of the D&B
Parties and IMS (i) an Officer’s Certificate stating that such Business
Combination
complies with this Agreement and (ii) an Officer’s Certificate and an
opinion of reputable
outside counsel, each stating that such consent to jurisdiction, in the
event clause
(a)(ii)(A)(y) is applicable, and such instrument of assumption, in the
event clause
(a)(ii)(B) is applicable, constitute legal, valid and binding obligations
of such Person and
such Person’s Parent, if any, enforceable in accordance with their terms;
and



          (d) such Business Combination is permitted under Section 3.4
below.



     SECTION
3.4. Limitation on Certain Transactions.



          (a) Neither Covenant Party will enter into any Strategic
Transaction or engage in any Business Combination unless an Officer’s
Certificate is delivered to each of the D&B Parties and IMS certifying that,
after giving pro forma effect to such Strategic Transaction or Business
Combination, the Fixed Charge Coverage Ratio of the Covenant Parties on a
combined basis, or, in the case of a Business Combination, the Fixed Charge
Coverage Ratio on a combined basis of the continuing corporation (or, in the
case of a Business Combination that is a sale, conveyance, assignment,
transfer, lease or other disposition of all or substantially all of the
properties and assets of the Covenant Party, the purchaser, recipient,
assignee, transferee or lessor of such properties and assets) following such
Business Combination, (the Covenant Party engaging in such Strategic
Transaction or Business Combination, or such continuing corporation, purchaser,
recipient, assignee, transferee or lessor, as the case may be, and the other
Covenant Party referred to individually as the “Relevant Party”) and of the
other Covenant Party, in each case calculated as set forth in Section 3.4(c)
below, is greater than 2 to 1, which Officer’s Certificate shall be accompanied
by a letter from each Relevant Party’s independent accountants confirming that
such Fixed Charge Coverage Ratio has been correctly calculated in accordance
with the requirements hereof and based on financial statements prepared in
accordance with GAAP.



          (b) In addition, neither Covenant Party will enter into any
Strategic Transaction or engage in any Business Combination involving
aggregate
consideration (including, without limitation, the assumption of
indebtedness) in excess of
$50 million, unless the following conditions are met:




               (i) the Board of Directors of such Covenant Party has received an
opinion in writing from an internationally recognized investment bank
chosen by such Covenant Party, to the effect that such transaction is
fair, from a financial point of view, to the Covenant Party, a copy of
which opinion shall have been delivered to the D&B Parties and IMS; and



15









 






               (ii) in the case of a disposition of a business,
an
equity interest in a business or the disposition of assets comprising a
business, which disposition does not involve the simultaneous equity
investment in a joint venture entity which is the acquirer of such
business, equity investment or assets, the consideration therefor is
limited to cash, Cash Equivalents and/or marketable securities which are
freely tradable on a public stock exchange or inter-dealer quotation
system.



          (c) The Fixed Charge Coverage Ratio shall be for the most
recent four consecutive full fiscal quarters ending prior to such
certification, taken as one period, and calculated on the assumptions that (i)
any Indebtedness to be incurred in connection with an acquisition or Business
Combination had been incurred on the first day of such four-quarter period,
(ii) any other Indebtedness incurred, repaid or retired by the Relevant Party
and its Subsidiaries since the beginning of such four-quarter period was
incurred, repaid or retired, as the case may be, on the first day of such
four-quarter period (except that, in making such computation, the amount of
Indebtedness under any revolving credit facility outstanding on the date of
such calculation shall be computed based on (A) the average daily balance of
such Indebtedness during such four-quarter period or during such shorter
included period when such facility was outstanding or (B) if such facility was
created after the end of such four-quarter period, the average daily balance of
such Indebtedness during the period from the date of creation of such facility
to the date of the calculation) and (iii) any acquisition or disposition by the
Relevant Party or its Subsidiaries of any assets out of the ordinary course of
business or of any company, division or line of business, in each case since
the first day of its last four completed fiscal quarters, had been consummated
on such first day of such four-quarter period.



          (d) For purposes of the foregoing, any issuance or transfer of any
Capital Stock of a wholly owned Subsidiary which is a holder of
obligations of a
Subsidiary that constitute Indebtedness shall be deemed an incurrence of
Indebtedness if
such issuance or transfer results in such wholly owned Subsidiary no
longer being a
wholly owned Subsidiary.



     SECTION 3.5. Limitation on Reincorporation. Neither Covenant Party will,
without the prior written consent of each D&B Party and IMS, re-incorporate or
reorganize its corporate form under the laws of a jurisdiction other than the
State of Delaware unless such Covenant Party, as re-incorporated or
re-organized under the laws of such other jurisdiction, could take
substantially the same actions without stockholder (or equity holder) consent
or approval under the laws of such jurisdiction and such Covenant Party’s then
applicable certificate of incorporation, charter, by-laws or other
organizational documents as such Covenant Party could take without stockholder
consent or approval under the General Corporation Law of the State of Delaware
and such Covenant Party’s certificate of incorporation and by-laws as of the
date hereof, and counsel reasonably satisfactory to the D&B Parties and IMS
confirms the foregoing in writing to the reasonable satisfaction of the D&B
Parties and IMS.



16









 





     SECTION 3.6. Subordination. No Covenant Party shall (i) directly or
indirectly, create, incur, assume or guaranty, suffer to exist, or otherwise
become or remain directly or indirectly liable with respect to any Indebtedness
to any Related Person except any such Indebtedness which is expressly
subordinated and made junior to the payment and performance in full of all of
the obligations of the Covenant Parties under this Agreement in accordance with
a subordination agreement in the form of Exhibit 3.6 hereto (the “Subordination
Agreement”) or (ii) permit any of its Subsidiaries to directly or indirectly,
create, incur, assume or guaranty, suffer to exist, or otherwise become or
remain directly or indirectly liable with respect to any Indebtedness to any
Related Person except any such Indebtedness which is expressly subordinated and
made junior to the payment and performance in full of all of the obligations of
the Covenant Parties under this Agreement to the same extent as set forth in
the Subordination Agreement (such subordinated Indebtedness under clauses (i)
and (ii), “Permitted Related Person Subordinated Indebtedness”).



     SECTION 3.7. Notices. Each VNU Party shall deliver to each of the D&B
Parties and IMS, promptly upon actual awareness of any Designated Officer
becoming aware of any default by such VNU Party in the performance or
observance of its obligations or covenants under this Agreement, an Officers’
Certificate specifying such default.



     SECTION 3.8. VNU Covenants. VNU covenants and agrees to cause each
Covenant Party and its respective Subsidiaries to fully comply with the
covenants set forth in this Agreement.



     SECTION 3.9. Representations and Warranties of the VNU Parties. To induce
the D&B Parties and IMS to enter into this Agreement, each VNU Party represents
and warrants, as of the date first written above, that the following statements
are true and correct:



          (a) Organization; Requisite Power and Authority. Each VNU
Party (a) is duly organized, validly existing and in good standing under
the laws of its
jurisdiction of organization as identified in the preamble hereto, and (b)
has all requisite
power and authority to own and operate its properties, to carry on its
business as now
conducted and as proposed to be conducted, to enter into this Agreement to
which it is a
party and to fulfill the obligations contemplated hereby.



          (b) Due Authorization; Binding Obligation. The execution,
delivery and performance of this Agreement has been duly authorized by all
necessary action on the part of each VNU Party. This Agreement has been duly
executed and delivered by each VNU Party and is a legally valid and binding
obligation of each VNU Party, enforceable against each VNU Party in accordance
with its terms, except as may be limited by bankruptcy, insolvency,
reorganization or by equitable principles relating to enforceability.



          (c) Properties and Assets. New ACN and its Subsidiaries
collectively own, hold, lease, are licensees of, or otherwise have the
legal right to the use



17









 




of, substantially all of the assets and properties (in each case, tangible and
intangible) utilized in the business and operations of ACNielsen and New ACN
and their respective Subsidiaries as presently conducted.




     SECTION 3.10. Representations and Warranties of Donnelley. To induce the
VNU Parties to enter into this Agreement, Donnelly represents and warrants, as
of the date first written above, that the following statements are true and
correct:



          (a) Organization; Requisite Power and Authority. Donnelley (a)
is duly organized, validly existing and in good standing under the laws of
its jurisdiction
of organization as identified in the preamble hereto, and (b) has all
requisite power and
authority to own and operate its properties, to carry on its business as
now conducted and
as proposed to be conducted, to enter into this Agreement to which it is a
party and to
fulfill the obligations contemplated hereby.



          (b) Due Authorization; Binding Obligation. The execution,
delivery and performance of this Agreement has been duly authorized by all
necessary action on the part of Donnelley. This Agreement has been duly
executed and delivered by Donnelley and is a legally valid and binding
obligation of Donnelley, enforceable against Donnelley in accordance with its
terms, except as may be limited by bankruptcy, insolvency, reorganization or by
equitable principles relating to enforceability.



     SECTION 3.11. Representations and Warranties of D&B. To induce the VNU
Parties to enter into this Agreement, D&B represents and warrants, as of the
date first written above, that the following statements are true and correct:



          (a) Organization; Requisite Power and Authority. D&B (a) is
duly organized, validly existing and in good standing under the laws of its
jurisdiction of organization as identified in the preamble hereto, and (b) has
all requisite power and authority to own and operate its properties, to carry
on its business as now conducted and as proposed to be conducted, to enter into
this Agreement to which it is a party and to fulfill the obligations
contemplated hereby.



          (b) Due Authorization; Binding Obligation. The execution,
delivery and performance of this Agreement has been duly authorized by all
necessary action on the part of D&B. This Agreement has been duly executed and
delivered by D&B and is a legally valid and binding obligation of D&B,
enforceable against D&B in accordance with its terms, except as may be limited
by bankruptcy, insolvency, reorganization or by equitable principles relating
to enforceability.



     SECTION
3.12. Representations and Warranties of Moody’s. To induce the
VNU Parties to enter into this Agreement, Moody’s represents and warrants, as
of the date first written above, that the following statements are true and
correct:



          (a) Organization; Requisite Power and Authority. Moody’s (a) is duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization as identified in the preamble hereto, and (b) has
all requisite power and



18









 




authority to own and operate its properties, to carry on its business as now
conducted and as proposed to be conducted, to enter into this Agreement to
which it is a party and to fulfill the obligations contemplated hereby.




          (b) Due Authorization; Binding Obligation. The
execution,
delivery and performance of this Agreement has been duly authorized by all
necessary action on the part of Moody’s. This Agreement has been duly executed
and delivered by Moody’s and is a legally valid and binding obligation of
Moody’s, enforceable against Moody’s in accordance with its terms, except as
may be limited by bankruptcy, insolvency, reorganization or by equitable
principles relating to enforceability.



     SECTION 3.13. Representations and Warranties of IMS. To induce the VNU
Parties to enter into this Agreement, IMS represents and warrants, as of the
date first written above, that the following statements are true and correct:



          (a) Organization; Requisite Power and Authority. IMS (a) is
duly organized, validly existing and in good standing under the laws of its
jurisdiction of organization as identified in the preamble hereto, and (b) has
all requisite power and authority to own and operate its properties, to carry
on its business as now conducted and as proposed to be conducted, to enter into
this Agreement to which it is a party and to fulfill the obligations
contemplated hereby.



          (b) Due
Authorization; Binding Obligation. The execution,
delivery and performance of this Agreement has been duly authorized by all
necessary action on the part of IMS. This Agreement has been duly executed and
delivered by IMS and is a legally valid and binding obligation of IMS,
enforceable against IMS in accordance with its terms, except as may be limited
by bankruptcy, insolvency, reorganization or by equitable principles relating
to enforceability.



ARTICLE IV

JOINT DEFENSE PROVISIONS




     SECTION 4.1. Counsel.



          (a) ACNielsen shall select counsel of record to represent
ACNielsen Company, Donnelley (as successor to Old D&B), D&B, Moody’s, NMR (as
successor to Cognizant) and IMS (which reference to IMS shall be deemed to
include I.M.S. International, Inc.), in the Lawsuit (“Counsel of Record"').
Counsel of Record shall communicate and consult with all Parties in connection
with the defense of the Lawsuit, but shall be subject to direction only from
ACNielsen.



          (b) Each of the D&B Parties and IMS shall be free to retain at
their own expense counsel to monitor the Lawsuit (“D&B Parties Counsel”
and “IMS
Counsel” respectively, and, collectively, “Party Counsel”). Counsel of
Record shall
communicate and consult with any Party Counsel. Neither Party Counsel nor
any other



19









 




counsel retained by any of the D&B Parties or IMS shall appear in the Lawsuit
unless such Party shall have become a Withdrawing Party under Section 4.1(g)
hereof.




          (c) Counsel of Record and Party Counsel shall make available to
other such counsel and any Party confidential oral information and
memoranda or other
documents related to the defense of the Lawsuit (“Defense Materials”) to
the extent that
they deem it prudent and consistent with the objectives of the joint
defense provided for
herein.



          (d) The Defense Materials obtained by counsel for any Party
shall remain confidential and shall be protected from disclosure to any third
party except as provided herein.



          (e) Counsel of Record and Party Counsel shall not disclose
Defense Materials or the contents thereof to anyone except their respective
clients, expert witnesses and consultants, counsel for other Parties to the
Agreement, or attorneys, paralegals and staff within their firms, without first
obtaining the consent of Counsel of Record and Party Counsel whose clients (or
who themselves) may be entitled to claim any privilege with respect to such
materials. All persons permitted access to Defense Materials shall be
specifically advised that the Defense Materials are privileged and subject to
the terms of this Agreement.



          (f) If any other person or entity requests or demands, by
subpoena or otherwise, any Defense Materials from any of the Parties or their
counsel, the recipient of the request will immediately notify Counsel of Record
and Party Counsel, and each such counsel shall take all steps necessary to
permit the assertion of all applicable rights and privileges with respect to
such Defense Materials and shall cooperate fully with such other counsel in any
proceeding relating to the disclosure of Defense Materials.



          (g) If any of the D&B Parties or IMS decides that it no longer
wishes to engage in a joint defense (a “Withdrawing Party”), the
Withdrawing Party
immediately shall notify the other Parties to this Agreement in writing
and shall
simultaneously return to Counsel of Record the originals and all copies of
Defense
Materials provided to it. In such event, the Withdrawing Party shall no
longer have any
rights to obtain Defense Materials, but shall retain other rights and
obligations set forth in
the Agreement, including the obligations to share Defense Costs pursuant
to and on the
terms of Section 4.1(h) below, unless otherwise specifically provided. The
Withdrawing
Party shall lose its right to indemnification by the VNU Parties under
this Agreement.
ACNielsen shall have the absolute right to continue to be represented in
all matters in and
affecting the Lawsuit by Counsel of Record. All Parties expressly agree
that Counsel of
Record may continue to represent Parties that have not withdrawn, and all
Parties agree
and acknowledge that receipt and use of Defense Materials by Counsel of
Record or any
action taken or knowledge gained by Counsel of Record in connection with
its
representation of a Withdrawing Party shall not be grounds for
disqualification of
Counsel of Record as counsel for any other Party to this Agreement in the
Lawsuit.



20









 





          (h) It is the intention of the Parties that ACNielsen,
the D&B
Parties (collectively, in accordance with their separate agreements) and NMR
and IMS (collectively, in accordance with their separate agreement) shall each
pay one third of the costs of defending the Lawsuit, including attorneys’ fees,
expert witness and consultants’ fees and all other costs and expenses for the
defense of the Lawsuit (or prosecution of any counterclaim to the Lawsuit) duly
incurred by ACNielsen or Counsel of Record (“Defense Costs”). ACNielsen shall
forward to each of the D&B Parties, IMS and NMR, on a monthly basis, a
statement of the Defense Costs incurred in the preceding month (the “Defense
Costs Statement”) and the D&B Parties (collectively, in accordance with their
separate agreements) and NMR and IMS (collectively, in accordance with their
separate agreement) shall each reimburse ACNielsen for one third of such
Defense Costs promptly thereafter. Any such Defense Costs that are not so
reimbursed to ACNielsen within thirty (30) days following receipt of the
Defense Costs Statement by the Party required to reimburse such Defense Costs
to ACNielsen under this Section 4.1(h) shall accrue interest on the amount of
such Defense Costs at the Prime Rate payable by such Party, commencing on the
later of (i) the 31st day following such receipt or (ii) the date of actual
payment of such costs by ACNielsen, and continuing until (but not including)
the date of payment in full of such Defense Costs together with all interest
accrued thereon. In the event that ACNielsen obtains reimbursement for Defense
Costs from IRI or the Trust in accordance with a certain Settlement Agreement
and Release between ACNielsen and IRI, dated as of July 1,1985, or for any
other reason, the VNU Parties shall repay to each of the D&B Parties
(collectively) and NMR and IMS (collectively) one third of such reimbursement
up to the extent of their respective payments of Defense Costs pursuant to the
Original Agreement or this Agreement.



          (i) No Party may enter into any settlement agreement in
the
Lawsuit without express consent in writing of the other Parties, except that
ACNielsen may, if it so chooses, enter into a full and final settlement of the
Lawsuit provided that the VNU Parties pay the full amount of the settlement and
obtain a full and final release of each of the D&B Parties, IMS, I.M.S.
International, Inc. and their respective Subsidiaries with respect to the
Lawsuit. Such a settlement shall impose no obligation on any other Party to
this Agreement without such Party’s express consent in writing. In the event
that any Party receives a settlement proposal with respect to the Lawsuit, it
shall immediately communicate the substance of the offer to the Counsel of
Record.



          (j) All other Parties to this Agreement shall cooperate
with
ACNielsen in the defense of the Lawsuit and the prosecution of any counterclaim
therein, including providing, or causing to be provided, records or witnesses
as soon as practicable after receipt of any request therefor from or on behalf
of ACNielsen.



ARTICLE V

MISCELLANEOUS




     SECTION 5.1. Complete Agreement; Construction. This Agreement,
including the Exhibits hereto, shall constitute the entire agreement
between the Parties with respect to the subject matter hereof and shall
supersede all previous negotiations, commitments and writings with respect
to such subject matter, including the Original



21









 




Agreement. In the event and to the extent that there is a conflict between the
provisions of this Agreement and the provisions of the 1996 Distribution
Agreement, this Agreement shall control.




     SECTION 5.2. Ancillary Agreements. This Agreement is not intended to
address, and should not be interpreted to address, the matters specifically and
expressly covered by the Ancillary Agreements.



     SECTION 5.3. Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement, and
shall become effective when one or more such counterparts have been signed by
each of the Parties and delivered to the other Parties.



     SECTION 5.4. Notices. All notices and other communications hereunder shall
be in writing and hand delivered or mailed by registered or certified mail
(return receipt requested) or sent by any means of electronic message
transmission with delivery confirmed (by voice or otherwise) to the Parties at
the following addresses (or at such other addresses for a Party as shall be
specified by like notice) and will be deemed given on the date on which such
notice is received:



     If to any VNU Party, to:


VNU

770 Broadway, 8th Floor

New York, NY 10003

Facsimile: (646) 654-5060

Attention: Chief Legal Officer


with a copy to:


Shearman & Sterling LLP

599 Lexington Avenue

New York, NY 10022

Facsimile: (212) 848-7179

Attention: Henry Weisburg, Esq.



     If to Donnelley, to:


R.H. Donnelley Corporation

1001 Winstead
Dr.
Cary, NC 27513

Facsimile: (919) 297-1518

Attention: General Counsel



22









 








     If to D&B, to:


The Dun & Bradstreet Corporation

103 John F. Kennedy Parkway

Short Hills, NJ 07078

Facsimile: (866)561-5154

Attention: General Counsel


with a copy to:


Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, NY 10036

Facsimile: (212) 735-2000

Attention: David Fox, Esq.



     If to Moody’s, to:


Moody’s Corporation

99 Church Street

New York, NY 10007

Facsimile: (212) 553-0084

Attention: General Counsel


with a copy to:


Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, NY 10036

Facsimile: (212) 735-2000

Attention: David Fox, Esq.



     If to IMS, to:


IMS Health Incorporated

1499 Post Road

Fairfield, CT 06824

Facsimile: (203)319-4552

Attention: General Counsel


with a copy to:


Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004

Facsimile: (212) 558-3588

Attention: Alan J. Sinsheimer, Esq.



23









 








     SECTION 5.5. Waivers. The failure of any Party to require strict
performance by any other Party of any provision in this Agreement will not
waive or diminish that Party’s right to demand strict performance thereafter of
that or any other provision hereof.



     SECTION 5.6. Amendments. This Agreement may not be modified or amended
except by an agreement in writing signed by each of the Parties hereto.



     SECTION 5.7. Assignment. This Agreement shall not be assignable, in whole
or in part, directly or indirectly, by any Party without the prior written
consent of the other Parties, and any attempt to assign any rights or
obligations arising under this Agreement without such consent shall be void.



     SECTION 5.8. Successors and Assigns. The provisions to this
Agreement shall be binding upon, inure to the benefit of and be enforceable by
the Parties and their respective successors and permitted assigns.



     SECTION 5.9. Termination. This Agreement may not be terminated except
by an agreement in writing signed by all Parties.



     SECTION 5.10. Third Party Beneficiaries. Except as provided in Article
II, this Agreement is solely for the benefit of the Parties hereto and their
respective Subsidiaries (including, with respect to IMS, Gartner Inc.,
Synavant, Inc. and Cognizant Technology Solutions Corporation, and their
respective successors and assigns, provided, in the case of any such assigns,
that VNU has granted its prior written consent to such assignment) and
Affiliates and should not be deemed to confer upon third parties any remedy,
claim, liability, reimbursement, claim of action or other right in excess of
those existing without reference to this Agreement.



     SECTION 5.11. Title and Headings. Titles and headings to sections herein
are inserted for the convenience of reference only and are not intended to be a
part of or to affect the meaning or interpretation of this Agreement.



     SECTION 5.12. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK WITHOUT GIVING
EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISIONS OR RULES THEREOF.



     SECTION 5.13. Consent to Jurisdiction.



          (a) Each of the Parties irrevocably submits to the
exclusive
jurisdiction of (a) the Supreme Court of the State of New York, New York
County, and (b) the United States District Court for the Southern District of
New York, for the purposes of any suit, action or other proceeding arising out
of this Agreement or any transaction contemplated hereby. Each of the Parties
agrees to commence any action, suit or proceeding relating hereto either in the
United States District Court for the Southern District of New York or if such
suit, action or other proceeding may not be



24









 




brought in such court for jurisdictional reasons, in the Supreme Court of the
State of New York, New York County.




          (b) Each of the Parties further agrees that service of any process,
summons, notice or document by U.S. registered mail to such Party’s
respective address
set forth above shall be effective service of process for any action, suit
or proceeding in
New York with respect to any matters to which it has submitted to
jurisdiction in this
Section, except that in the event that at any time VNU ceases to maintain
an office in
New York, New York, VNU hereby agrees to irrevocably appoint CT
Corporation
System (the “Process Agent”), with an office on the date hereof, at 111
Eight Avenue,
13th Floor, New York, New York 10011, United States, as its agent to
receive on behalf
of VNU service of copies of the summons and complaint and any other
process which
may be served in all such actions and proceedings. Such service may be
made by mailing
or delivering a copy of such process to VNU in care of the Process Agent
at the Process
Agent’s above address, and VNU hereby irrevocably authorizes and directs
the Process
Agent to accept such service on behalf of VNU.



          (c) Each of the parties irrevocably and unconditionally waives
any objection to the laying of venue of any action, suit or proceeding
arising out of this
Agreement or the transactions contemplated hereby in (i) the Supreme Court
of the State
of New York, New York County, or (ii) the United States District Court for
the Southern
District of New York, and hereby further irrevocably and unconditionally
waives and
agrees not to plead or claim in any such court that any such action, suit
or proceeding
brought in any such court has been brought in an inconvenient forum.



          (d) Concurrently with the execution and delivery of this
Agreement, each of the D&B Parties and IMS have received opinions from De Brauw
Blackstone Westbroek N.V., outside Dutch counsel for VNU, and Bird & Bird,
outside Dutch counsel for D&B, each dated as of the date hereof, to the effect
that, under Dutch law and VNU’s organizational documents, this Agreement (i)
has been duly authorized, executed and delivered by VNU, (ii) constitutes a
valid and legally binding agreement of VNU and (iii) is enforceable against VNU
in accordance with its terms. Copies of such opinions are attached as Exhibit
5.13 hereto.



     SECTION
5.14. Severability. In the event any one or more of the
provisions contained in this Agreement should be held invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein and therein shall not in any way be
affected or impaired thereby. The Parties shall endeavor in good-faith
negotiations to replace the invalid, illegal or unenforceable provisions with
valid provisions, the economic effect of which comes as close as possible to
that of the invalid, illegal or unenforceable provisions.



     SECTION 5.15. Further Assurances. From time to time, as and when
reasonably requested by any other Party hereto, each Party hereto shall execute
and deliver, or cause to be executed and delivered, all such documents and
instruments and shall take, or cause to be taken, all such further or other
actions as such other Party may



25









 




reasonably deem necessary or desirable to effect the purposes of this Agreement
and the transactions contemplated hereunder.




     SECTION 5.16. Specific Enforcement. The parties agree that
irreparable damage would occur and that the parties would not have any adequate
remedy at law in the event that any of the provisions of this Agreement were
not performed in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that the parties shall be entitled to a
preliminary and/or permanent injunction or injunctions to prevent breaches of
this Agreement and to enforce specifically the terms and provisions of this
Agreement in any court set forth in Section 5.13, this being in addition to any
other remedy to which they are entitled at law or in equity.



26









 





     IN WITNESS WHEREOF the Parties have caused this Agreement to be
executed and delivered as of the date first above written.


	 	 	 	 	 
	 	VNU N.V.

 	 
	 	By:  	/s/ F.J.G.M.Cremers
 	 
	 	Name:  	F.J.G.M.Cremers 	 	 
	 	Title:  	Member of the Executive Board 	 	 
	 



	 	 	 	 	 
	 	VNU, Inc.

 	 
	 	By:  	/s/ Michael E. Elias
 	 
	 	Name:  	Michael E. Elias  	 	 
	 	Title:  	Vice President & Deputy General
Counsel 	 	 
	 



	 	 	 	 	 
	 	ACNielsen Corporation

 	 
	 	By:  	/s/ Michael E. Elias
 	 
	 	Name:  	Michael E. Elias 	 	 
	 	Title:  	Vice President & Assistant Secretary 	 	 
	 



	 	 	 	 	 
	 	Nielsen Media Research, Inc.

 	 
	 	By:  	/s/ James Ross
 	 
	 	Name:  	James Ross 	 	 
	 	Title:  	Assistant Secretary 	 	 
	 



	 	 	 	 	 
	 	AC Nielsen (US), Inc.

 	 
	 	By:  	/s/ Michael E. Elias
 	 
	 	Name:  	Michael E. Elias 	 	 
	 	Title:  	Vice President & Assistant Secretary 	 	 




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	R.H Donnelley Corporation

 	 
	 	By:  	/s/ Robert J. Bush
 	 
	 	Name:  	Robert J. Bush  	 	 
	 	Title:  	Vice President, General Counsel
and Corporate Secretary 	 	 
	 



	 	 	 	 	 
	 	The Dun & Bradstreet Corporation

 	 
	 	By:  	
 	 
	 	Name:  	David Lewinter  	 	 
	 	Title:  	Senior Vice President and
General Counsel 	 	 
	 



	 	 	 	 	 
	 	Moody’s Corporation

 	 
	 	By:  	
 	 
	 	Name:  	John Goggins  	 	 
	 	Title:  	Senior Vice President and
General Counsel 	 	 
	 



	 	 	 	 	 
	 	IMS Health Incorporated

 	 
	 	By:  	
 	 
	 	Name:  	Robert H. Steinfeld  	 	 
	 	Title:  	Senior Vice President, General
Counsel and Corporate Secretary 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	R.H Donnelley Corporation

 	 
	 	By:  	
 	 
	 	Name:  	Robert J. Bush  	 	 
	 	Title:  	Vice President, General Counsel
and Corporate Secretary 	 	 
	 



	 	 	 	 	 
	 	The Dun & Bradstreet Corporation

 	 
	 	By:  	/s/ David Lewinter
 	 
	 	Name:  	David Lewinter  	 	 
	 	Title:  	Senior Vice President and
General Counsel 	 	 
	 



	 	 	 	 	 
	 	Moody’s Corporation

 	 
	 	By:  	
 	 
	 	Name:  	John Goggins  	 	 
	 	Title:  	Senior Vice President and
General Counsel 	 	 
	 



	 	 	 	 	 
	 	IMS Health Incorporated

 	 
	 	By:  	
 	 
	 	Name:  	Robert H. Steinfeld  	 	 
	 	Title:  	Senior Vice President, General
Counsel and Corporate Secretary 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	R. H Donnelley Corporation

 	 
	 	By:  	
 	 
	 	Name:  	Robert J. Bush  	 	 
	 	Title:  	Vice President, General Counsel
and Corporate Secretary 	 	 
	 



	 	 	 	 	 
	 	The Dun & Bradstreet Corporation

 	 
	 	By:  	
 	 
	 	Name:  	David Lewinter  	 	 
	 	Title:  	Senior Vice President and General Counsel 	 	 
	 



	 	 	 	 	 
	 	Moody’s Corporation

 	 
	 	By:  	/s/ John Goggins
 	 
	 	Name:  	John Goggins  	 	 
	 	Title:  	Senior Vice President and
General Counsel 	 	 
	 



	 	 	 	 	 
	 	IMS Health Incorporated

 	 
	 	By:  	
 	 
	 	Name:  	Robert H. Steinfeld  	 	 
	 	Title:  	Senior Vice President, General
Counsel and Corporate Secretary 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	R. H Donnelley Corporation

 	 
	 	By:  	
 	 
	 	Name:  	Robert J. Bush  	 	 
	 	Title: 	Vice President, General Counsel
and Corporate Secretary 	 	 
	 



	 	 	 	 	 
	 	The Dun & Bradstreet Corporation

 	 
	 	By:  	
 	 
	 	Name:  	David Lewinter  	 	 
	 	Title: 	Senior Vice President and General Counsel 	 	 
	 



	 	 	 	 	 
	 	Moody’s Corporation

 	 
	 	By:  	
 	 
	 	Name:  	John Goggins  	 	 
	 	Title:  	Senior Vice President and
General Counsel 	 	 
	 



	 	 	 	 	 
	 	IMS Health Incorporated

 	 
	 	By:  	/s/ Robert H. Steinfeld
 	 
	 	Name:  	Robert H. Steinfeld  	 	 
	 	Title:  	Senior Vice President, General
Counsel and Corporate Secretary