EXHIBIT 1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 6th, 2000 • Reh Mergersub Inc • Retail-department stores • Delaware
1 Exhibit (d)(1) AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 8th, 2000 • Reh Mergersub Inc • Retail-department stores • Delaware
US$8,500,000,000 CREDIT AGREEMENTReh Mergersub Inc • December 21st, 2000 • Retail-department stores • England
ARTICLE 1 VOTING AGREEMENT; GRANT OF PROXY; AGREEMENT TO TENDERStockholder Agreement • November 8th, 2000 • Reh Mergersub Inc • Retail-department stores
ARTICLE 1 VOTING AGREEMENT; GRANT OF PROXY; AGREEMENT TO TENDERStockholder Agreement • November 13th, 2000 • Reh Mergersub Inc • Retail-department stores
Exhibit (b)(4) To: Reed International P.L.C. 25 Victoria Street London SW1H 0EX Elsevier NV PO Box 470 1000 AL Amsterdam as Original Guarantors Reed Elsevier (UK) Limited 25 Victoria Street London SW1H OPX Attn: Company Secretary as Borrowers' Agent...Reh Mergersub Inc • December 21st, 2000 • Retail-department stores
Exhibit (b)(3)Reh Mergersub Inc • December 21st, 2000 • Retail-department stores
REED ELSEVIER 13 December 2000 To: Deutsche Bank AG London Winchester House 1 Great Winchester Street London EC2N 2DB Dear Sirs US$8,500,000,000 Credit Agreement dated 13 December 2000 (the Credit Agreement) We refer to the Credit Agreement. Expressions given a meaning in the Credit Agreement have the same meaning in this letter. We hereby notify you that: Reed Elsevier has raised $1.8 billion of new equity net of costs and expenses directly incurred in connection therewith; and The Club Facilities have been confirmed at the aggregate existing amount of the commitments of $1 billion. Accordingly, we hereby cancel $2.8 billion of the Total Facility A Commitments pursuant to Clause 9.2(a) and Clause 9.5(a) of the Credit Agreement so reducing the Total Facility A Commitments to $1.2 billion. Yours faithfully /s/ Mark Armour For and on behalf of Reed Elsevier (UK) Limited
