EXHIBIT 2 AGREEMENT AND PLANMerger Agreement • March 13th, 1998 • Metromail Corp • Services-advertising agencies • Delaware
Agreement ---------Employment Agreement • March 7th, 1997 • Metromail Corp • Services-advertising agencies • Illinois
AGREEMENT --------- THIS AGREEMENT dated as of January 30, 1997, is made by and between Metromail Corporation, a Delaware corporation ("Metromail"; Metromail and its Subsidiaries being hereafter referred to as the "Company"), and Prabhuling Patel (the...Executive Employment Agreement • March 16th, 1998 • Metromail Corp • Services-advertising agencies • Illinois
ANDRights Agreement • February 26th, 1997 • Metromail Corp • Services-advertising agencies • Delaware
Exhibit 10.9 EMPLOYMENT AGREEMENT This Employment Agreement is made as of March 6, 1996 by and among Metromail Corporation, a Delaware corporation (the "Company"), and Thomas J. Quarles (the "Executive"). WHEREAS, the Company desires to employ the...Employment Agreement • March 7th, 1997 • Metromail Corp • Services-advertising agencies • Illinois
STOCK PURCHASE AGREEMENT ------------------------ Stock Purchase Agreement (this "Agreement"), dated as of March 12, 1998, between The Great Universal Stores P.L.C., a corporation incorporated under the laws of England ("Parent"), and Metromail...Stock Purchase Agreement • March 13th, 1998 • Metromail Corp • Services-advertising agencies • Delaware
EXHIBIT 99.2 REGISTRATION RIGHTS AGREEMENT by and between METROMAIL CORPORATIONRegistration Rights Agreement • February 26th, 1997 • Metromail Corp • Services-advertising agencies • Illinois
March 12, 1998 R.R. Donnelley & Sons Company 77 West Wacker Drive Chicago, Illinois 60601 Ladies and Gentlemen: This letter will confirm our understanding that Metromail Corporation (the "Company") and Great Universal Stores P.L.C. ("GUS"), and a...Merger Agreement • March 16th, 1998 • Metromail Corp • Services-advertising agencies
AMENDMENT ---------Sales Agreement • March 16th, 1998 • Metromail Corp • Services-advertising agencies
STOCK PURCHASE AGREEMENT ------------------------ Stock Purchase Agreement (this "Agreement"), dated as of March 12, 1998, between The Great Universal Stores P.L.C., a corporation incorporated under the laws of England ("Parent"), and R.R. Donnelley &...Stock Purchase Agreement • March 16th, 1998 • Metromail Corp • Services-advertising agencies • Delaware
EXHIBIT 99.1 VOTING AGREEMENT VOTING AGREEMENT (the "Agreement"), dated as of May 17, 1997, between Metromail Corporation, a Delaware corporation ("Parent"), and CVM Equity Fund III, Ltd., in its capacity as shareholder ("Shareholder") of Atlantes...Voting Agreement • June 11th, 1997 • Metromail Corp • Services-advertising agencies • Colorado
AMENDMENT TO AGREEMENT This shall serve as an amendment dated as of January 23, 1998 (this "Amendment") to the Agreement dated as of January 30, 1997 (the "Agreement") between Metromail Corporation (the "Company") and Barton L. Faber (the...Amendment to Agreement • March 16th, 1998 • Metromail Corp • Services-advertising agencies
EXHIBIT 99.2 VOTING AGREEMENT VOTING AGREEMENT (the "Agreement"), dated as of May 17, 1997, between Metromail Corporation, a Delaware corporation ("Parent"), and CVM Equity Fund IV, Ltd., in its capacity as shareholder ("Shareholder") of Atlantes...Voting Agreement • June 11th, 1997 • Metromail Corp • Services-advertising agencies • Colorado
ARTICLE VII GUARANTEE ---------Credit Agreement • March 23rd, 1998 • Metromail Corp • Services-advertising agencies • Illinois
AMENDMENT ---------Data Center Services Agreement • March 16th, 1998 • Metromail Corp • Services-advertising agencies
March 30, 1998 Board of Directors Metromail Corporation 360 East 22nd Street Lombard, Illinois 60148 Members of the Board: We understand that Metromail Corporation (the "Company"), The Great Universal Stores P.L.C. ("GUS") and GUS Acquisition Corp., a...Merger Agreement • March 31st, 1998 • Metromail Corp • Services-advertising agencies
STOCK PURCHASE AGREEMENT ------------------------ Stock Purchase Agreement (this "Agreement"), dated as of March 12, 1998, between The Great Universal Stores P.L.C., a corporation incorporated under the laws of England ("Parent"), and...Stock Purchase Agreement • March 16th, 1998 • Metromail Corp • Services-advertising agencies • Delaware
FIRST AMENDMENT TO RIGHTS AGREEMENT THIS FIRST AMENDMENT to the Rights Agreement (the "Rights Agreement") dated as of February 24, 1997, between Metromail Corporation, a Delaware corporation (the "Company") and American Stock Transfer & Trust Company,...Rights Agreement • March 16th, 1998 • Metromail Corp • Services-advertising agencies • Delaware
AMENDMENT TO AGREEMENT This shall serve as an amendment dated as of January 23, 1998 (this "Amendment") to the Agreement dated as of January 30, 1997 (the "Agreement") between Metromail Corporation (the "Company") and Kenneth A. Glowacki (the...Amendment to Agreement • March 16th, 1998 • Metromail Corp • Services-advertising agencies
EXHIBIT 99.3 February 24, 1997 R. R. Donnelley & Sons Company 77 West Wacker Drive Chicago, IL 60601 Ladies and Gentlemen: This letter will confirm our understanding that, in consideration for our grant to you of registration rights pursuant to that...Registration Rights Agreement • February 26th, 1997 • Metromail Corp • Services-advertising agencies
June 18, 1997Merger Agreement • June 19th, 1997 • Metromail Corp • Services-advertising agencies
March 29, 1998 Board of Directors Metromail Corporation 360 East 22nd Street Lombard, Illinois 60148 Members of the Board: We understand that Metromail Corporation (the "Company"), The Great Universal Stores P.L.C. ("GUS") and GUS Acquisition Corp., a...Merger Agreement • March 30th, 1998 • Metromail Corp • Services-advertising agencies
We understand that Metromail Corporation (the "Company"), The Great Universal Stores P.L.C. ("GUS") and GUS Acquisition Corp., a subsidiary of GUS ("Newco," and, together with GUS, the "Bidder") have entered into an Agreement and Plan of Merger (the "Merger Agreement") and related Stock Purchase Agreements (the "Stock Purchase Agreements"), each dated as of March 12, 1998, which provide, among other things, for (i) the tender offer by Newco for all outstanding shares of common stock, together with certain associated rights, of the Company for consideration of $34.50 net per share in cash (the "Tender Offer"), and (ii) the subsequent merger (the "Merger," and together with the Tender Offer, the "Proposed Transaction") of Newco with and into the Company, pursuant to which each outstanding share of the common stock of the Company (other than shares held in treasury or held by the Bidder or any of its affiliates or as to which dissenters' rights are exercised) will be converted into the ri
