AMENDMENT
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Amendment to a Data Center Services Agreement dated as of June 19, 1996 (the
"DCSA") by and between X. X. Xxxxxxxxx & Sons Company, a Delaware corporation
("Donnelley") and Metromail Corporation, a Delaware corporation ("Metromail").
WITNESSETH
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WHEREAS, in conjunction with its initial public offering of shares, Donnelley
entered into the DCSA pursuant to which Metromail agreed to provide certain
services to Donnelley for the period ending December 31, 1998; and
WHEREAS, as a condition to a tender offer for the shares of Metromail, Great
Universal Stores P.L.C. ("XXX") has required an extension of the term of the
DCSA; and
WHEREAS, Donnelley is agreeable to extending the term of the DCSA, provided
certain other amendments to the DCSA are made;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties hereto agree as follows:
Section 1. Definitions. All terms used herein shall have the meanings set
forth in the DCSA.
Section 2. Effectiveness. This Amendment shall be effective upon the closing
by XXX of its offer to purchase the issued and outstanding shares
of Metromail (the "Amendment Effective Date"), but should such
closing not occur prior to May 31, 1998, this Amendment shall be
null and void and of no further force and effect.
Section 3. Term. Upon the Amendment Effective Date, the provisions of
Paragraph 3 of the DCSA shall be deemed amended to change each
reference therein to "December 31, 1998" to "December 31, 1999."
Section 4. Annual Fee. Upon the Amendment Effective Date, the provisions of
Paragraph 9.2 of the DCSA shall be deemed amended to read as
follows:
From the beginning of the Term until December 31, 1996, the
Annual Fee shall be $4,300,000 ($358,333 per month, prorated
for any portion of a month). For each subsequent year of the
Term
through December 31, 1999, the Annual Fee shall be adjusted
according to the terms set forth in Schedule D.
Section 5. Additional Provisions. Upon the Amendment Effective Date, the
following shall be added as Section 4.11 of the DCSA:
Operating Procedures. By December 31, 1998, MM, at no
additional cost to RRD, shall provide to RRD, documentation
of all operating procedures, including but not limited to,
production control, schedule and job control procedures,
according to standards established by RRD. In the event
that MM fails to provide such documentation by December 31,
1998, RRD shall engage contractor resources to perform this
work and charge MM all direct costs associated with the
documentation engagement. MM shall make available the staff
requested by RRD to assist the contractor in the
documentation work. All documentation prepared pursuant to
this Section 4.11 shall be and become the sole property of
RRD.
Section 6. Schedule B. Upon the Amendment Effective Date, the provisions
contained in Attachment B1, Service Level Memorandum, to Schedule B
shall be deemed amended as follows:
a. Paragraph I shall be amended to read as follows:
SYSTEM AVAILABILITY - The mainframe will be available 24
hours a day, 6 days a week; on Saturday, it will be
available 20 hours from midnight until 8 p.m. It will be
attended 24 hours per day, 7 days per week, other than on
Thanksgiving Day and Christmas Day. A service level goal of
99% of available time (excluding holidays and scheduled
downtime), each month is established.
b. Paragraph II shall be amended to read as follows:
VAX AVAILABILITY - The SOS System and the electronic mail
system will be available and attended during the same hours
as established in paragraph 1 above. Similarly, a service
level goal of 99% of available time is established.
c. Paragraph III shall be amended to substitute "one second or
less" for "one second."
Section 7. Schedule C. Upon the Amendment Effective Date, the following
paragraph shall be added to Schedule C:
MM shall use all efforts to replace immediately all
personnel who terminate their employment with MM whether
through new hiring or redeployment of existing personnel. In
any event, MM shall allow RRD an opportunity to review the
qualifications of, or to participate in the interviewing of,
candidates for such replacements.
Section 8. Execution in Counterparts. This Amendment may be executed in one or
more counterparts, each of which shall be considered an original
instrument, but all of which shall be considered one and the same
amendment, and shall become binding when one or more counterparts
have been signed by each of the parties hereto and delivered to
each of Donnelley and Metromail.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed
as of March 12, 1998.
X.X. XXXXXXXXX & SONS COMPANY
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
Executive Vice President and
Chief Financial Officer
METROMAIL CORPORATION
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Chairman, President & Chief Executive
Officer
