March 12, 1998
X.X. Xxxxxxxxx & Sons Company
00 Xxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
This letter will confirm our understanding that Metromail Corporation (the
"Company") and Great Universal Stores P.L.C. ("XXX"), and a wholly-owned
subsidiary of XXX ("Sub"), concurrently herewith are entering into an agreement
and plan of merger dated as of March 12, 1998 (the "Merger Agreement") by which
XXX and Sub will make a cash tender offer (the "Offer") for all outstanding
shares of common stock of the Company at a $31.50 price per share, and as a
condition to entering into the Merger Agreement XXX and Sub require that the
letter agreement dated February 24, 1997 (the "Letter Agreement") between the
Company and you be terminated effective as of the Closing (as defined in the
Stock Purchase Agreement dated March 12, 1998 between XXX and you). By your
execution below, you therefore agree with us that the Letter Agreement will be
terminated effective as of the Closing. Should the Closing not occur on or
before September 30, 1998 then the Letter Agreement shall remain in full force
and effect.
Very truly yours,
METROMAIL CORPORATION
By: /s/ Xxxxxx Xxxxx
-------------------------
Name: Xxxxxx Xxxxx
-----------------------
Title: Chairman, President and Chief Executive Officer
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Agreed to and accepted this 12th day of
March 1998:
X.X. XXXXXXXXX & SONS COMPANY
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President & Chief
Financial Officer
