WOLTERS KLUWER nv
Box 818
1000 AV Amsterdam THE NETHERLANDS
February 11, 1998
Waverly, Inc.
251 West Camden Street
Baltimore, Maryland
In connection with and pursuant to your entering into the Agreement and
Plan of Merger dated as of February 10, 1998 with MP Acquisition Corp. and
Wolters Kluwer U.S. Corporation, we hereby unconditionally guarantee the
payment obligations of MP Acquisition Corp. and Wolters Kluwer U.S. Corporation
under that Agreement.
Sincerely,
WOLTERS KLUWER nv
By: /s/ Peter W. van Wel
--------------------------
Peter W. van Wel
Member, Executive Board
Agreed and Accepted:
WAVERLY, INC.
By: /s/ Edward B. Hutton, Jr.
---------------------------
Name: Edward B. Hutton, Jr.
Its: Chief Executive Officer
and President