Assignment of Limited Partner Interest - Dun & Bradstreet Inc. and The New Dun & Bradstreet Corp.
ASSIGNMENT OF LIMITED PARTNER INTEREST
ASSIGNMENT OF LIMITED PARTNER INTEREST, dated as of June 15, 1998 (the
"Assignment"), between DUN & BRADSTREET, INC., a Delaware corporation
("Assignor") and THE NEW DUN & BRADSTREET CORPORATION, a Delaware corporation
("Assignee").
INTRODUCTION
Duns Investing VII Corporation ("Duns VII"), Assignor, Duns Holding,
Inc. ("DHI"), Utrecht-America Finance Co. and Leiden, Inc. are partners in D&B
Investors, L.P., a Delaware limited partnership (the "Partnership"), pursuant to
the Amended and Restated Agreement of Limited Partnership of the Partnership,
dated as of April 1, 1997 (as amended or otherwise modified from time to time,
the "Partnership Agreement"). Capitalized terms not otherwise defined herein
shall have the meanings set forth in the Partnership Agreement. Each of Duns
VII, Assignor and DHI is a Wholly Owned Affiliate of The Dun & Bradstreet
Corporation ("D&B").
On June 30, 1998, D&B will undergo a reorganization (the "D&B
Restructuring") and separate its principal operating businesses into two
publicly traded corporations. In connection with the D&B Restructuring, Assignor
is required to assign, transfer and convey its Interest to Assignee and withdraw
from the Partnership as a Limited Partner, and Assignee is required to acquire
and accept Assignor's Interest and be acknowledged by the Partnership as a
substituted Class B Limited Partner.
NOW, THEREFORE, in consideration of the premises and agreements
contained herein, the parties hereto agree as follows:
1. ASSIGNMENT; WITHDRAWAL FROM PARTNERSHIP. Assignor hereby assigns,
transfers and conveys its Interest to Assignee and withdraws as a Limited
Partner from the Partnership.
2. AGREEMENT TO BE BOUND. Upon acquisition of Assignor's Interest,
Assignee hereby agrees to be bound by the terms and conditions of the
Partnership Agreement as a substituted Limited Partner.
3. FUTURE COOPERATION. Each of the parties hereto agrees to cooperate
at all reasonable times from and after the date hereof with respect to all of
the matters described herein, and to execute such further assignments, releases,
assumptions, amendments, notifications and
<PAGE> 2
2
other documents as may be reasonably requested for the purpose of giving effect
to, or evidencing or giving notice of, the transactions contemplated by this
Assignment.
4. BINDING EFFECT. This Assignment shall be binding upon, and shall
inure to the benefit of, the parties hereto and their respective successors and
assigns.
5. EXECUTION IN COUNTERPARTS. This Assignment may be executed in
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.
6. GOVERNING LAW. This Assignment shall be governed by, and construed
in accordance with, the laws of the State of Delaware without regard to
conflicts of law principles.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment to
be duly executed as of the date first above written.
ASSIGNOR:
DUN & BRADSTREET, INC.
By /s/ Nancy L. Henry
--------------------------------
Name: Nancy L. Henry
Title: Senior Vice President &
Chief Legal Officer
ASSIGNEE:
THE NEW DUN & BRADSTREET CORPORATION
By /s/ Nancy L. Henry
--------------------------------
Name: Nancy L. Henry
Title: Senior Vice President &
Chief Legal Officer
<PAGE> 3
CONFORMED COPY
SECOND ASSIGNMENT OF LIMITED PARTNER INTEREST
SECOND ASSIGNMENT OF LIMITED PARTNER INTEREST, dated as of June 15,
1998 (the "Assignment"), between THE NEW DUN & BRADSTREET CORPORATION, a
Delaware corporation ("Assignor") and NEW DUN & BRADSTREET, INC., a Delaware
corporation ("Assignee").
INTRODUCTION
Duns Investing VII Corporation ("Duns VII"), Dun & Bradstreet, Inc.
("DBI"), Duns Holding, Inc. ("DHI"), Utrecht-America Finance Co. and Leiden,
Inc. were partners in D&B Investors, L.P., a Delaware limited partnership (the
"Partnership"), pursuant to the Amended and Restated Agreement of Limited
Partnership of the Partnership, dated as of April 1, 1997 (as amended or
otherwise modified from time to time, the "Partnership Agreement"). Prior to the
execution and delivery of this Assignment, DBI assigned its Interest in the
Partnership to Assignor pursuant to that certain Assignment of Limited Partner
Interest, dated as of June 15, 1998. Capitalized terms not otherwise defined
herein shall have the meanings set forth in the Partnership Agreement. Each of
Duns VII, Assignor and DHI is a Wholly Owned Affiliate of The Dun & Bradstreet
Corporation ("D&B").
On June 30, 1998, D&B will undergo a reorganization (the "D&B
Restructuring") and separate its principal operating businesses into two
publicly traded corporations. In connection with the D&B Restructuring, Assignor
is required to assign, transfer and convey its Interest to Assignee and withdraw
from the Partnership as a Limited Partner, and Assignee is required to acquire
and accept Assignor's Interest and be acknowledged by the Partnership as a
substituted Class B Limited Partner.
NOW, THEREFORE, in consideration of the premises and agreements
contained herein, the parties hereto agree as follows:
1. ASSIGNMENT; WITHDRAWAL FROM PARTNERSHIP. Assignor hereby assigns,
transfers and conveys its Interest to Assignee and withdraws as a Limited
Partner from the Partnership.
2. AGREEMENT TO BE BOUND. Upon acquisition of Assignor's Interest,
Assignee hereby agrees to be bound by the terms and conditions of the
Partnership Agreement as a substituted Limited Partner.
<PAGE> 4
2
3. FUTURE COOPERATION. Each of the parties hereto agrees to cooperate
at all reasonable times from and after the date hereof with respect to all of
the matters described herein, and to execute such further assignments, releases,
assumptions, amendments, notifications and other documents as may be reasonably
requested for the purpose of giving effect to, or evidencing or giving notice
of, the transactions contemplated by this Assignment.
4. BINDING EFFECT. This Assignment shall be binding upon, and shall
inure to the benefit of, the parties hereto and their respective successors and
assigns.
5. EXECUTION IN COUNTERPARTS. This Assignment may be executed in
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.
6. GOVERNING LAW. This Assignment shall be governed by, and construed
in accordance with, the laws of the State of Delaware without regard to
conflicts of law principles.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment to
be duly executed as of the date first above written.
ASSIGNOR:
THE NEW DUN & BRADSTREET CORPORATION
By /s/ Nancy L. Henry
------------------------------
Name: Nancy L. Henry
Title: Senior Vice President &
Chief Legal Officer
ASSIGNEE:
NEW DUN & BRADSTREET, INC.
By /s/ Nancy L. Henry
------------------------------
Name: Nancy L. Henry
Title: Senior Vice President &
Chief Legal Officer
<PAGE> 5
CONFORMED COPY
ASSIGNMENT OF LESSEE INTEREST
ASSIGNMENT OF LESSEE INTEREST, dated as of June 15, 1998 (the
"Assignment"), between DUN & BRADSTREET, INC., a Delaware corporation
("Assignor") and THE NEW DUN & BRADSTREET CORPORATION, a Delaware corporation
("Assignee").
INTRODUCTION
Assignor, a wholly owned Affiliate of The Dun & Bradstreet Corporation
("D&B"), is the lessee of certain software and database assets pursuant to that
certain Software and Database Lease Agreement with D&B Investors, L.P., dated as
of April 1, 1997 (the "DBI Lease"). Capitalized terms not otherwise defined
herein shall have the meanings ascribed to them in the DBI Lease.
On June 30, 1998, D&B will undergo a reorganization (the "D&B
Restructuring") and separate its principal operating businesses into two
publicly traded corporations. In connection with the D&B Restructuring, Assignor
is required to assign to Assignee all of Assignor's rights and obligations under
the DBI Lease, and Assignee is required to accept such rights and assume all
related obligations.
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements contained herein, the parties hereto agree as follows:
1. ASSIGNMENT AND ASSUMPTION. Assignor hereby assigns and transfers to
Assignee all of Assignor's rights and obligations under the DBI Lease, and
Assignee hereby accepts and assumes all such rights and obligations and agrees
to be bound by the terms and conditions of the DBI Lease as lessee.
2. BINDING EFFECT. This Assignment shall be binding upon, and shall
inure to the benefit of, the parties hereto and their respective successors and
assigns.
3. EXECUTION AS COUNTERPARTS. This Assignment may be executed in
counterparts, each of which shall be deemed an original, and all of which shall
constitute one and the same instrument.
4. GOVERNING LAW. This Assignment shall be governed by and construed in
accordance with the laws of the State of Delaware without regard to conflicts of
law principles.
<PAGE> 6
2
IN WITNESS WHEREOF, the parties hereto have caused this Assignment to
be duly executed as of the date first above written.
ASSIGNOR:
DUN & BRADSTREET, INC.
By /s/ Nancy L. Henry
------------------------------
Name: Nancy L. Henry
Title: Senior Vice President &
Chief Legal Officer
ASSIGNEE:
THE NEW DUN & BRADSTREET CORPORATION
By /s/ Nancy L. Henry
------------------------------
Name: Nancy L. Henry
Title: Senior Vice President &
Chief Legal Officer
<PAGE> 7
CONFORMED COPY
SECOND ASSIGNMENT OF LESSEE INTEREST
SECOND ASSIGNMENT OF LESSEE INTEREST, dated as of June 15, 1998 (the
"Assignment"), between THE NEW DUN & BRADSTREET CORPORATION, a Delaware
corporation ("Assignor") and NEW DUN & BRADSTREET, INC., a Delaware corporation
("Assignee").
INTRODUCTION
Dun & Bradstreet, Inc. ("DBI") was the lessee of certain software and
database assets pursuant to that certain Software and Database Lease Agreement
with D&B Investors, L.P., dated as of April 1, 1997 (the "DBI Lease"). Prior to
the execution and delivery of this Assignment, DBI assigned its rights and
obligations under the DBI Lease to Assignor pursuant to that certain Assignment
of Lessee Interest, dated as of June 15, 1998. Capitalized terms not otherwise
defined herein shall have the meanings ascribed to them in the DBI Lease.
On June 30, 1998, The Dun & Bradstreet Corporation will undergo a
reorganization (the "D&B Restructuring") and separate its principal operating
businesses into two publicly traded corporations. In connection with the D&B
Restructuring, Assignor is required to assign to Assignee all of Assignor's
rights and obligations under the DBI Lease, and Assignee is required to accept
such rights and assume all related obligations.
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements contained herein, the parties hereto agree as follows:
1. ASSIGNMENT AND ASSUMPTION. Assignor hereby assigns and transfers to
Assignee all of Assignor's rights and obligations under the DBI Lease, and
Assignee hereby accepts and assumes all such rights and obligations and agrees
to be bound by the terms and conditions of the DBI Lease as lessee.
2. BINDING EFFECT. This Assignment shall be binding upon, and shall
inure to the benefit of, the parties hereto and their respective successors and
assigns.
3. EXECUTION AS COUNTERPARTS. This Assignment may be executed in
counterparts, each of which shall be deemed an original, and all of which shall
constitute one and the same instrument.
4. GOVERNING LAW. This Assignment shall be governed by and construed in
accordance with the laws of the State of Delaware without regard to conflicts of
law principles.
<PAGE> 8
2
IN WITNESS WHEREOF, the parties hereto have caused this Assignment to
be duly executed as of the date first above written.
ASSIGNOR:
THE DUN & BRADSTREET CORPORATION
By /s/ Nancy L. Henry
------------------------------
Name: Nancy L. Henry
Title: Senior Vice President &
Chief Legal Officer
ASSIGNEE:
NEW DUN & BRADSTREET, INC.
By /s/ Nancy L. Henry
------------------------------
Name: Nancy L. Henry
Title: Senior Vice President &
Chief Legal Officer
<PAGE> 9
CONFORMED COPY
ASSIGNMENT OF DEMAND NOTE OBLIGATIONS
ASSIGNMENT OF DEMAND NOTE OBLIGATIONS, dated as of June 15, 1998 (the
"Assignment"), between THE DUN & BRADSTREET CORPORATION, a Delaware corporation
("Assignor" or "D&B") and THE NEW DUN & BRADSTREET CORPORATION, a Delaware
corporation ("Assignee").
INTRODUCTION
Assignor is the maker under that certain Demand Promissory Note made on
April 2, 1997 to the order of Duns Investing Corporation ("DIC") with a current
principal balance of $434,212,330 (the "Demand Note").
On June 30, 1998, D&B will undergo a reorganization (the "D&B
Restructuring") and separate its principal operating businesses into two
publicly traded corporations. In connection with the D&B Restructuring, Assignor
is required to assign to Assignee all of Assignor's rights and obligations under
the Demand Note, and Assignee is required to accept such rights and assume all
related obligations.
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements contained herein, the parties hereto agree as follows:
1. ASSIGNMENT AND ASSUMPTION. Assignor hereby assigns and transfers to
Assignee all of Assignor's rights and obligations under the Demand Note, and
Assignee hereby accepts and assumes all such rights and obligations and agrees
to be bound by the terms and conditions thereof with the same force and effect
as if it had executed the Demand Note itself.
2. BINDING EFFECT. This Assignment shall be binding upon, and shall
inure to the benefit of, the parties hereto and their respective successors and
assigns.
3. EXECUTION IN COUNTERPARTS. This Assignment may be executed in
counterparts, each of which shall be deemed an original, and all of which shall
constitute one and the same instrument.
4. GOVERNING LAW. This Assignment shall be governed by and construed in
accordance with the laws of the State of New York.
<PAGE> 10
2
IN WITNESS WHEREOF, the parties hereto have caused this Assignment to
be duly executed as of the date first above written.
ASSIGNOR:
THE DUN & BRADSTREET CORPORATION
By /s/ Nancy L. Henry
-------------------------------
Name: Nancy L. Henry
Title: Senior Vice President &
Chief Legal Officer
ASSIGNEE:
THE NEW DUN & BRADSTREET CORPORATION
By /s/ Nancy L. Henry
-------------------------------
Name: Nancy L. Henry
Title: Senior Vice President &
Chief Legal Officer
<PAGE> 11
[TO BE ATTACHED TO ASSIGNMENT OF DEMAND NOTE OBLIGATIONS]
DUNS INVESTING CORPORATION
CONSENT AND RELEASE
Reference is hereby made to (i) that certain Demand Promissory Note,
dated April 2, 1997 (the "Demand Note"), pursuant to which, as of the date
hereof, The Dun & Bradstreet Corporation ("D&B") is obligated to pay to Duns
Investing Corporation (the "Payee") the principal amount of U.S.$434,212,330
plus accrued interest thereon; and (ii) that certain Assignment of Demand Note
Obligations, dated as of June 15, 1998 (the "Demand Note Assignment"), pursuant
to which D&B assigns and transfers, and The New Dun & Bradstreet Corporation
("Assignee") accepts and assumes, D&B's rights and obligations under the Demand
Note.
The undersigned, Payee under the Note, hereby consents to the execution
and performance by D&B and Assignee of the Demand Note Assignment and, upon
execution thereof by the parties thereto, hereby releases and discharges D&B
from any and all of its obligations under the Demand Note.
Dated: June 15, 1998 DUNS INVESTING CORPORATION
By /s/ Kenneth J. Kubacki
-------------------------------
Name: Kenneth J. Kubacki
Title: Executive Vice President
<PAGE> 12
CONFORMED COPY
ASSIGNMENT OF GUARANTOR OBLIGATIONS
ASSIGNMENT OF GUARANTOR OBLIGATIONS, dated as of June 15, 1998 (the
"Assignment"), between THE DUN & BRADSTREET CORPORATION, a Delaware corporation
("Assignor" or "D&B") and THE NEW DUN & BRADSTREET CORPORATION, a Delaware
corporation ("Assignee").
INTRODUCTION
Assignor is the guarantor (the "Guarantor") under that certain D&B
Guaranty (the "D&B Guaranty") made by D&B as of April 1, 1997 in favor of
Utrecht-America Finance Co. and Leiden, Inc.
On June 30, 1998, D&B will undergo a reorganization (the "D&B
Restructuring") and separate its principal operating businesses into two
publicly traded corporations. In connection with the D&B Restructuring, Assignor
is required to assign to Assignee all of Assignor's rights and obligations as
Guarantor under the D&B Guaranty, and Assignee is required to accept such rights
and assume all related obligations.
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements contained herein, the parties hereto agree as follows:
1. ASSIGNMENT AND ASSUMPTION. Assignor hereby assigns and transfers to
Assignee all of Assignor's rights and obligations under the D&B Guaranty, and
Assignee hereby accepts and assumes all such rights and obligations and agrees
to be bound by the terms and conditions of the D&B Guaranty.
2. BINDING EFFECT. This Assignment shall be binding upon, and shall
inure to the benefit of, the parties hereto and their respective successors and
assigns.
3. EXECUTION AS COUNTERPARTS. This Assignment may be executed in
counterparts, each of which shall be deemed an original, and all of which shall
constitute one and the same instrument.
4. GOVERNING LAW. This Assignment shall be governed by and construed in
accordance with the laws of the State of New York.
<PAGE> 13
2
IN WITNESS WHEREOF, the parties hereto have caused this Assignment to
be duly executed as of the date first above written.
ASSIGNOR:
THE DUN & BRADSTREET CORPORATION
By /s/ Nancy L. Henry
------------------------------
Name: Nancy L. Henry
Title: Senior Vice President &
Chief Legal Officer
ASSIGNEE:
THE NEW DUN & BRADSTREET CORPORATION
By /s/ Nancy L. Henry
------------------------------
Name: Nancy L. Henry
Title: Senior Vice President &
Chief Legal Officer
<PAGE> 14
[TO BE ATTACHED TO ASSIGNMENT OF GUARANTOR OBLIGATIONS]
CONSENT AND RELEASE
Reference is hereby made to that (i) certain D&B Guaranty (the "D&B
Guaranty") made by The Dun & Bradstreet Corporation ("D&B") as of April 1, 1997
in favor of Utrecht-America Finance Co. and Leiden, Inc. (collectively, the
"Investors"); and (ii) that certain Assignment of Guarantor Obligations, dated
as of June 15, 1998 (the "Guarantor Assignment"), pursuant to which D&B assigns
and transfers, and The New Dun & Bradstreet Corporation ("Assignee") accepts and
assumes, D&B's rights and obligations under the D&B Guaranty.
The undersigned, the Investors under the D&B Guaranty, hereby consent
to the execution and performance by D&B and Assignee of the Guarantor Assignment
and, upon execution thereof by the parties thereto, hereby release and
discharges D&B from any and all of its obligations under the D&B Guaranty.
Dated: June 15, 1998 UTRECHT-AMERICA FINANCE CO.
By /s/ David I. Dietz
-------------------------------------
Name: David I. Dietz
Title: Assistant Treasurer
By /s/ J.W. den Baas
-------------------------------------
Name: J.W. den Baas
Title: Vice President
LEIDEN, INC.
By /s/ David I. Dietz
-------------------------------------
Name: David I. Dietz
Title:
By /s/ J.W. den Baas
-------------------------------------
Name: J.W. den Baas
Title: Vice President