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Agreement of Limited Partnership

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This AGREEMENT OF LIMITED PARTNERSHIP is entered into and shall be effective as of the 14th day of October, 1993, by and among The Reuben H. Donnelley Corporation ('RHDC'), a Delaware corporation, Dun & Bradstreet, Inc. ('DBI'), a Delaware corporation, and IMS America, Ltd. ('IMS'), a New Jersey corporation, as the General Partners (with RHDC as the Managing General Partner), and RBDB, LLC ('RBDB'), a Delaware limited liability company, as the Limited Partner, pursuant to the provisions of the Delaware Revised Uniform Limited Partnership Act, on the following terms and conditions:


THE PARTNERSHIP


1.1 Formation.


The Partners hereby agree to form the Partnership as a limited partnership pursuant to the provisions of the Act and upon the terms and conditions set forth in this Agreement.


1.2 Name.


The name of the Partnership shall be D&B Investors L.P., a Delaware limited partnership, and all business of the Partnership shall be conducted in such name.


1.3 Purpose.


The purpose of the Partnership is to acquire, subject to the terms of this Agreement, certain stocks, bonds, notes, debentures, puts, calls, options, warrants and other financial instruments or securities as further described and limited in this Agreement, and to manage, protect, and conserve the assets of the Partnership, and to engage in any and all activities related or incidental thereto.


1.4 Principal Place of Business.


The principal place of business of the Partnership shall be c/o the Managing General Partner. The General Partners may change the principal place of business of the Partnership upon ten (10) Business Days' notice to the Limited Partner.


1.5 Term.


The term of the Partnership shall commence on the date the certificate of limited partnership described in Section 201 of the Act (the 'Certificate') is filed in the office of the Secretary of State of Delaware in accordance with the Act and shall continue until the winding up and liquidation of the Partnership and its business is completed following a Liquidating Event, as provided in Section 12 hereof.


1.6 Filings; Agent for Service of Process.


(a) The Managing General Partner shall execute and cause to be filed the Certificate in the office of the Secretary of State of Delaware in accordance with the provisions of the Act. The Managing General Partner shall take any and all other actions reasonably necessary to perfect and maintain the status of the Partnership as a limited partnership under the laws of Delaware, including executing and filing amendments to the Certificate to be filed whenever required by the Act.


(b) The Managing General Partner shall execute and cause to be filed original or amended Certificates and shall take any and all other actions as may be reasonably necessary to perfect and maintain the status of the Partnership as a limited partnership or similar type of entity under the laws of any other states or jurisdictions in which the Partnership engages in business.


(c) The registered agent for service of process on the Partnership shall be CT Corporation System or any successor as appointed by the Managing General Partner in accordance with the Act. The registered office of the Partnership in the state of Delaware is located at 1209 Orange Street, City of Wilmington, Delaware 19801.


(d) Upon the dissolution of the Partnership, the Managing General Partner or any other General Partner (or, in the event there is no remaining General Partner, any Person elected pursuant to Section 12.2 hereof) shall promptly execute and cause to be filed certificates of dissolution in accordance with the Act and the laws of any other states or jurisdictions in which the Partnership has filed certificates.


1.7 Independent Activities; Transactions with Affiliates; Title to Property.


(a) The Managing General Partner and any of its Affiliates shall be required to devote only such time to the affairs of the Partnership as the Managing General Partner determines in its sole discretion may be necessary to manage and operate the Partnership, and each such Person, to the extent not otherwise directed by the Managing General Partner, shall be free to serve any other Person or enterprise in any capacity that it may deem appropriate.


(b) To the extent permitted by applicable law and except as otherwise provided in this Agreement, the General Partners (each acting on its own behalf) and the Limited Partner (acting on its own behalf) and each of their Affiliates may engage in whatever activities they choose, whether the same are competitive with the Partnership or otherwise, without having or incurring any obligation to offer any interest in such activities to the Partnership or any Partner, and neither this Agreement nor any activity undertaken pursuant hereto shall prevent any Partner or its Affiliates from engaging in such activities, or require any Partner to permit the Partnership or any Partner or its Affiliates to participate in any such activities, and as a material part of the consideration for the execution of this Agreement by each Partner, each Partner hereby waives, relinquishes, and renounces any such right or claim of participation.


(c) Except as otherwise provided in this Agreement, the Managing General Partner, when acting on behalf of the Partnership, is hereby authorized to purchase property from, sell property to, or otherwise deal with any Partner, acting on its own behalf, or any Affiliate of any Partner, provided that any such purchase, sale or other transaction shall be made on terms and conditions which are no less favorable to the Partnership than if the sale, purchase or other transaction had been entered into with an independent third party.


(d) All property owned by the Partnership shall be held in the name of the Partnership.


1.8 Definitions.


Capitalized words and phrases used in this Agreement have the following meanings:


'Act' means the Delaware Revised Uniform Limited Partnership Act, as set forth in Del. Code Ann. tit. 6, SS SS 17-101 to 17-1109 (1990), as amended from time to time (or any corresponding provisions of succeeding law).


'Adjusted Capital Account Deficit' means, with respect to any Partner, the deficit balance, if any, in such Partner's Capital Account as of the end of the relevant Fiscal Year, after giving effect to the following adjustments:


(i) Credit to such Capital Account any amounts which such Partner is
obligated to restore pursuant to any provision of this Agreement; and


(ii) Debit to such Capital Account the items described in Sections
1.704-l(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) and
1.704-1(b)(2)(ii)(d)(6) of the Regulations.


The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be applied in a manner consistent with such intent.


'Affiliate' means, with respect to any Person, (i) any Person directly or indirectly controlling, controlled by or under common control with such Person, (ii) any Person owning or controlling 10% or more of the outstanding voting interests of such Person, (iii) any officer, director or general partner of such Person, or (iv) any Person who is an officer, director, general partner, trustee, or holder of 10% or more of the voting interests of any Person described in clauses (i) through (iii) of this sentence. For purposes of this definition, the term 'control,' (including, with correlative meanings, the terms 'controlling,' 'controlled by' or 'under common control with') means the possession, direct or


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indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.


'Bankruptcy' means, with respect to any Person, a 'Voluntary Bankruptcy' or an 'Involuntary Bankruptcy.' A 'Voluntary Bankruptcy' means, with respect to any Person, the inability of such Person generally to pay its debts as such debts become due, or an admission in writing by such Person of its inability to pay its debts generally or a general assignment by such Person for the benefit of creditors; the filing of any petition or answer by such Person seeking to adjudicate it a bankrupt or insolvent, or seeking for itself any liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of such Person or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking, consenting to, or acquiescing in the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for such Person or for any substantial part of its property; or partnership or corporate action taken by such Person to authorize any of the actions set forth above. An 'Involuntary Bankruptcy' means, with respect to any Person, without the consent or acquiescence of such Person, the entering of an order for relief or approving a petition for relief or reorganization or any other petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or other similar relief under any present or future bankruptcy, insolvency or similar statute, law or regulation, or the filing of any such petition against such Person which petition shall not be dismissed within thirty (30) days, or, without the consent or acquiescence of such Person, the entering of an order appointing a trustee, custodian, receiver or liquidator of such Person or of all or any substantial part of the property of such Person which order shall not be dismissed within thirty (30) days.


'Business Day' means any day except a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close.


'Capital Account' means, with respect to any Partner, the Capital Account maintained for such Partner in accordance with the rules of Section 1.704-1(b)(2)(iv) of the Regulations. Subject thereto:


(i) To each Partner's Capital Account there shall be credited such Partner's Capital Contributions (net of liabilities which the Partnership is considered to assume or to take subject to under Code Section 752) and such Partner's distributive share of Profits and any items in the nature of income or gain which are specially allocated pursuant to Section 3.3 or Section 3.4 hereof.


(ii) To each Partner's Capital Account there shall be debited the amount of cash and the Gross Asset Value of any Property distributed to such Partner pursuant to any provision of this Agreement (net of liabilities which such Partner is considered to assume or to take subject to under Code Section 752) and such Partner's distributive share of Losses and any items in the nature of expenses or losses which are specially allocated pursuant to Section 3.3 or Section 3.4 hereof.


(iii) In the event all or a portion of an Interest is transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred Interest.


The provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Section 1.704-1(b) of the Regulations, and they shall be interpreted and applied in a manner consistent with such Regulations.


'Capital Contribution' means, with respect to any Partner, the amount of money and the initial Gross Asset Value of any property (other than money) contributed to the Partnership with respect to the Interest held by such Partner.


'Certificate' has the meaning set forth in Section 1.5 hereof.


'Code' means the Internal Revenue Code of 1986, as amended from time to time (or any corresponding provisions of succeeding law).


'Currency Agreement' means, with respect to any Person, any foreign exchange contract, currency swap agreement or other similar agreement or arrangement designed to protect such Person against fluctuations in currency values.


'Debt' means, with respect to any Person, (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations of such Person in respect of letters of credit or other similar instruments (including


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reimbursement obligations with respect thereto), (iv) all obligations of such Person to pay the deferred purchase price of property or services, (v) all obligations of such Person arising from any short sales, the writing of options, forward contracts or similar transactions, (vi) all obligations of such Person as lessee which would be capitalized in accordance with GAAP, (vii) all obligations secured by any mortgage, pledge, security interest, encumbrance, lien or charge of any kind on any asset of such Person, whether or not any such obligation is otherwise an obligation of such Person, (viii) to the extent not otherwise included in the definition, obligations under Currency Agreements and Interest Rate Agreements, and (ix) all obligations of others, of a type described in (i) through (viii) above, that are directly or indirectly guaranteed (whether contingently or otherwise) by such Person; provided that Debt shall not include any indebtedness of such Person to a Parent incurred in the ordinary course of business consistent with past practice resulting from the cash management system maintained by such Parent.


'Fair Market Value' means as to any date (i) if a security is registered under the Securities Exchange Act of 1934, as amended (or any corresponding provisions of succeeding law) and listed on a national securities exchange or included on the NASDAQ National Market Issues List ('NASDAQ'), the closing sales price on such date (or in the event such date is not a Business Day, the Business Day immediately preceding such date), and (ii) if a security is not traded on a national securities exchange or listed on NASDAQ or the value otherwise cannot be determined under clause (i), the average of the firm prices bid for such date quoted by Morgan Stanley & Co. Incorporated, Salomon Brothers Inc. and The First Boston Corporation, in each case for the full amount of the specific security for which the Fair Market Value is being determined.


'Fiscal Quarter' means (i) the period commencing on the effective date of this Agreement and ending on December 31, 1993, (ii) any subsequent three-month period commencing on each of January 1, April 1, July 1, or October 1 and (iii) any portion of a period described in clause (ii) that ends on the date the Partnership is liquidated.


'Fiscal Year' means (i) the period commencing on the effective date of this Agreement and ending on December 31, 1993, (ii) any subsequent twelve-month period commencing on January 1 and ending on December 31 or (iii) any portion of a period described in clause (ii) that is considered a short taxable year of the Partnership under the Code and the Regulations.


'GAAP' means United States generally accepted accounting principles as in effect from time to time, applied on a consistent basis.


'General Partner' means any Person who (i) is referred to as such in the first paragraph of this Agreement or has become a General Partner pursuant to the terms of this Agreement, and (ii) has not, at any given time, ceased to be a General Partner pursuant to the terms of this Agreement. All references in this Agreement to a majority or a specified percentage of the General Partners shall mean General Partners holding more than fifty percent (50%) or holding such specified percentage, respectively, of the then Percentage Interests of all General Partners.


'Gross Asset Value' means, with respect to any asset, the asset's adjusted basis for federal income tax purposes, except as follows:


(i) The initial Gross Asset Value of any asset contributed by a
Partner to the Partnership shall be the gross fair market value of such
asset, as determined by the contributing Partner and the Managing General
Partner, provided that, if the contributing Partner is the Managing General
Partner, the determination of the fair market value of any contributed
asset shall require the consent of the Limited Partner;


(ii) The Gross Asset Values of all Partnership assets shall be
adjusted to equal their respective gross fair market values, as determined
by the Managing General Partner in accordance with Section 10.8(b)(ii)
hereof, as of the following times: (A) the acquisition of an additional
Interest by any new or existing Partner in exchange for more than a de
minimis Capital Contribution; (B) the distribution by the Partnership to a
Partner of more than a de minimis amount of Property as consideration for
an Interest; and (C) the liquidation of the Partnership within the meaning
of Section 1.704-1(b)(2)(ii)(g) of the Regulations;


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(iii) The Gross Asset Value of any Partnership asset distributed to
any Partner shall be adjusted to equal the gross fair market value of such
asset on the date of distribution as determined in accordance with Section
10.8(b)(ii) hereof; and


(iv) The Gross Asset Values of Partnership assets shall be increased
(or decreased) to reflect any adjustments to the adjusted basis of such
assets pursuant to Code Section 732(d), Code Section 734(b) or Code Section
743(b), but only to the extent that (x) such adjustments are taken into
account in determining Capital Accounts pursuant to subparagraph (vi) of
the definition of 'Profits' or 'Losses' or Section 3.3(c) hereof and (y) an
adjustment pursuant to subparagraph (ii) is not required in connection with
the transaction.


'Insolvent' means, with respect to any Person at any time, the fair market value of the assets and properties of such Person at such time being less than the liabilities of such Person at such time.


'Interest' means an ownership interest in the Partnership, including any and all rights that such Partner possesses under this Agreement, together with all obligations of such Partner to comply with the terms of this Agreement. In the event all or any portion of an Interest is transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Interest of the transferor to the extent it relates to the transferred Interest.


'Interest Rate Agreement' means, with respect to any Person, any interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedge agreement or other similar agreement or arrangement designed to protect such Person against fluctuations in interest rates.


'Investment Principal' has the meaning set forth in Section 1 of the Purchase Agreement.


'Investment Return' has the meaning set forth in Section 2.02(a) of the Purchase Agreement.


'Limited Partner' means any Person who (i) is referred to as a Limited Partner in the first paragraph of this Agreement or who has become a Limited Partner pursuant to the terms of this Agreement, and (ii) has not ceased to be a Limited Partner pursuant to the terms of this Agreement.


'Liquidating Event' has the meaning set forth in Section 12.1 hereof.


'Mandatory Retirement Event' has the meaning set forth in Section 6.01(a) of the Purchase Agreement.


'Net Cash Flow' means the gross cash proceeds of the Partnership less the portion thereof used to pay or establish reserves for all Partnership expenses, debt payments, capital investments, replacements, and contingencies, all as determined by the Managing General Partner in its sole discretion. 'Net Cash Flow' shall not be reduced by depreciation, amortization, cost recovery deductions, or similar allowances, but shall be increased by any reductions of reserves previously established pursuant to the first sentence of this definition.


'Parent' means in the case of RHDC, DBI and IMS, The Dun & Bradstreet Corporation, and in the case of RBDB, the entity or entities that own the outstanding equity interests therein.


'Partners' means all General Partners and the Limited Partner, where no distinction is required by the context in which the term is used herein. All references in this Agreement to a majority or a specified percentage of the Partners shall mean Partners holding more than fifty percent (50%) or holding such specified percentage, respectively, of the then Percentage Interests.


'Percentage Interest' means, with respect to any Partner, as of any date, the ratio (expressed as a percentage) of such Partner's cumulative Capital Contributions as of such date to the cumulative Capital Contributions of all Partners on such date, such Capital Contributions to be determined after giving effect to all contributions and all repayments of such contributions for all periods ending on or prior to such date. The initial Percentage Interest of each Partner is set forth in Sections 2.1 and 2.2 hereof. In the event all or any portion of an Interest is transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Percentage Interest of the transferor to the extent it relates to the transferred Interest.


'Permitted Investments' means (i) cash; (ii) direct obligations of the United States of America for the payment of which its full faith and credit is pledged; (iii) Federal Home Loan Mortgage Corporation


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participation certificates; (iv) Federal National Mortgage Association mortgage pass-through certificates; (v) Government National Mortgage Association mortgage pass-through certificates; (vi) short-term commercial paper issued by any corporation organized under the laws of the United States of America or any state thereof, rated at least 'A-1' by S&P, provided that the aggregate Fair Market Value of all commercial paper issued by any Person shall not exceed 10% of the aggregate Fair Market Value of all property (other than cash) owned by the Partnership; (vii) indebtedness of any Person organized under the laws of the United States of America or any state thereof that is not an Affiliate of the Parent of the General Partners, rated at least 'AA' by S&P, provided, that the aggregate Fair Market Value of all such indebtedness issued by any Person shall not exceed 10% of the aggregate Fair Market Value of all property (other than cash) owned by the Partnership; (viii) unsubordinated debt issued by the Parent of the General Partners or unsubordinated debt issued by an Affiliate of such Parent if (and only if) such debt is unconditionally guaranteed by such Parent on an unsubordinated basis, provided that such Parent has agreed to register such debt under the Securities Act of 1933, as amended (or any corresponding provisions of succeeding law) upon the request of the holder of such debt and such agreement inures to the benefit of any subsequent holder of such debt; (ix) common stock or preferred stock issued by the Parent of the General Partners, provided that (A) the ownership of such stock (when taken together with any other securities owned by the Partnership) would not require the Partnership to file a Schedule 13D under the Securities Exchange Act of 1934, as amended (or any corresponding provisions of succeeding law) and (B) such Parent has agreed to register such stock under the Securities Act of 1933, as amended (or any corresponding provisions of succeeding law) upon the request of the holder of such stock and such agreement inures to the benefit of any subsequent holder of such stock; or (x) puts, calls, options or warrants to purchase or sell common stock of the Parent of the General Partners, provided that (A) such puts, calls, options or warrants do not, in the aggregate, at the time of their acquisition, exceed 10% of the Fair Market Value of all property then held by the Partnership and (B) the ownership of such puts, calls, options or warrants (when taken together with any other securities owned by the Partnership) would not require the Partnership to file a Schedule 13D under the Securities Exchange Act of 1934, as amended (or any corresponding provisions of succeeding law).


'Permitted Transfer' has the meaning set forth in Section 10.2 hereof.


'Person' means any individual, partnership, corporation, trust, limited liability company, association or other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.


'Portfolio Certificate' means a written certificate of the Managing General Partner signed by the chief financial officer of the Managing General Partner familiar with the financial affairs of the Partnership delivered in accordance with Section 8.2(d) hereof, following the close of each Fiscal Quarter commencing with the Fiscal Quarter ending December 31, 1993 that (x) certifies the aggregate Fair Market Value of all property held by the Partnership as of the last day of such Fiscal Quarter and (y) notifies whether additional capital contributions are required to be made by the General Partners pursuant to Section 2.3 hereof and, if so, the amount thereof. In the event that a Triggering Event occurs and is continuing, following the close of each calendar month commencing after such Triggering Event, the Managing General Partner shall provide a Portfolio Certificate as of the last day of each calendar month which is consistent with the requirements set forth in the preceding sentence.


'Profits' and 'Losses' means, for each Fiscal Year, an amount equal to the Partnership's taxable income or loss as reported on the Partnership's U.S. Partnership Return of Income (Form 1065) for such Fiscal Year, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments:


(i) Any income of the Partnership that is exempt from federal income
tax and not otherwise taken into account in computing Profits or Losses
pursuant to this definition of 'Profits' and 'Losses' shall be added to
such taxable income or loss;


(ii) Any expenditures of the Partnership described in Code Section
705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant
to Section 1.704-1(b)(2)(iv)(i) of the Regulations,


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and not otherwise taken into account in computing Profits or Losses shall
be subtracted from such taxable income or loss;


(iii) In the event the Gross Asset Value of any Partnership asset is
adjusted pursuant to subparagraphs (ii) or (iii) of the definition of Gross
Asset Value, the amount of such adjustment shall be taken int
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