{"id":43105,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-and-plan-of-merger-plenum-publishing-corp-and-kluwer.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-and-plan-of-merger-plenum-publishing-corp-and-kluwer","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/agreement-and-plan-of-merger-plenum-publishing-corp-and-kluwer.html","title":{"rendered":"Agreement and Plan of Merger &#8211; Plenum Publishing Corp. and Kluwer Boston Inc."},"content":{"rendered":"<pre>\n                               AGREEMENT AND PLAN\n\n                                       OF\n\n                                     MERGER\n\n                                   ----------\n\n                                  By and Among\n\n\n                         PLENUM PUBLISHING CORPORATION,\n\n\n                               KLUWER BOSTON, INC.\n\n\n                                       and\n\n\n                              PPC ACQUISITION CORP.\n\n\n\n                                  June 10, 1998\n\n\n\n                               TABLE OF CONTENTS\n\n                                                                            Page\n                                                                            ----\n\nARTICLE I   THE OFFER........................................................1\n      SECTION 1.1       The Offer............................................1\n      SECTION 1.2       Company Action.......................................3\n      SECTION 1.3       Directors............................................4\n\nARTICLE II  THE MERGER.......................................................5\n      SECTION 2.1       The Merger...........................................5\n      SECTION 2.2       Effective Time; Closing..............................5\n      SECTION 2.3       Effects of the Merger; Subsequent Actions............5\n      SECTION 2.4       Certificate of Incorporation and By-Laws of\n                        the Surviving Corporation............................5\n      SECTION 2.5       Directors............................................6\n      SECTION 2.6       Officers.............................................6\n      SECTION 2.7       Conversion of Shares.................................6\n      SECTION 2.8       Conversion of Purchaser Common Stock.................6\n      SECTION 2.9       Stockholders' Meeting................................6\n      SECTION 2.10      Merger Without Meeting of Stockholders...............7\n\nARTICLE III DISSENTING SHARES; PAYMENT FOR SHARES............................7\n      SECTION 3.1       Dissenting Shares....................................7\n      SECTION 3.2       Exchange of Certificates.............................7\n\nARTICLE IV  REPRESENTATIONS AND WARRANTIES OF THE COMPANY....................9\n      SECTION 4.1       Organization and Qualification; Subsidiaries.........9\n      SECTION 4.2       Charter and By-laws..................................9\n      SECTION 4.3       Capitalization.......................................9\n      SECTION 4.4       Authority Relative to this Agreement................10\n      SECTION 4.5       No Conflict; Required Filings and Consents..........10\n      SECTION 4.6       SEC Reports and Financial Statements................11\n      SECTION 4.7       Information.........................................12\n      SECTION 4.8       Changes.............................................12\n      SECTION 4.9       Opinion of Financial Advisor........................13\n      SECTION 4.10      Takeover Statutes...................................13\n      SECTION 4.11      Litigation..........................................13\n      SECTION 4.12      Employee Plans and Arrangements.....................13\n      SECTION 4.13      Assets..............................................15\n      SECTION 4.14      Intellectual Property...............................15\n      SECTION 4.15      Taxes...............................................16\n      SECTION 4.16      Environmental Laws and Regulations..................16\n      SECTION 4.17      Insurance...........................................17\n      SECTION 4.18      Brokers.............................................17\n\n\nARTICLE V   REPRESENTATIONS AND WARRANTIES OF PARENT\n            AND PURCHASER...................................................18\n      SECTION 5.1       Organization and Qualification......................18\n      SECTION 5.2       Authority Relative to this Agreement and\n                        the Stock Purchase Agreements.......................18\n      SECTION 5.3       No Conflict; Required Filings and Consents..........18\n      SECTION 5.4       Information.........................................19\n      SECTION 5.5       Financing...........................................19\n      SECTION 5.6       Brokers.............................................19\n\nARTICLE VI  COVENANTS.......................................................19\n      SECTION 6.1       Conduct of Business of the Company..................19\n      SECTION 6.2       Access to Information...............................21\n      SECTION 6.3       Reasonable Best Efforts.............................22\n      SECTION 6.4       Consents............................................22\n      SECTION 6.5       Public Announcements................................23\n      SECTION 6.6       Indemnification.....................................23\n      SECTION 6.7       Notification of Certain Matters.....................24\n      SECTION 6.8       No Solicitation.....................................24\n\nARTICLE VII CONDITIONS TO CONSUMMATION OF THE MERGER........................26\n      SECTION 7.1       Conditions to Each Party's Obligation\n                        to Consummate the Merger............................26\n\nARTICLE VIII      TERMINATION; AMENDMENTS; WAIVER...........................26\n      SECTION 8.1       Termination.........................................26\n      SECTION 8.2       Effect of Termination...............................27\n      SECTION 8.3       Fees and Expenses...................................27\n      SECTION 8.4       Amendment...........................................28\n      SECTION 8.5       Extension; Waiver...................................29\n\nARTICLE IX  MISCELLANEOUS...................................................29\n      SECTION 9.1       Non-Survival of Representations and Warranties......29\n      SECTION 9.2       Entire Agreement; Assignment........................29\n      SECTION 9.3       Validity............................................29\n      SECTION 9.4       Notices.............................................29\n      SECTION 9.5       Governing Law.......................................31\n      SECTION 9.6       Consent to Jurisdiction; Waiver of Immunities.......31\n      SECTION 9.7       Descriptive Headings................................31\n      SECTION 9.8       Counterparts........................................31\n      SECTION 9.9       Parties in Interest.................................31\n      SECTION 9.10      Certain Definitions.................................31\n      SECTION 9.11      Specific Performance................................32\n\n\n                                       ii\n\n\n                                LIST OF SCHEDULES\n\n\nSchedule 4.8            --    Material Changes\nSchedule 4.11           --    Litigation\nSchedule 4.12(a)        --    Employee Benefit Plans\nSchedule 4.12(i)        --    Employment\/Termination Agreements\nSchedule 4.12(j)        --    Labor Union\nSchedule 4.14(b)        --    Licenses\nSchedule 4.16           --    Environmental Matters\nSchedule 4.17           --    Insurance\n\n\n                                      iii\n\n\n                              LIST OF DEFINED TERMS\n\n                                                                            Page\n                                                                            ----\n\nAcquisition Proposal........................................................23\nAffiliate...................................................................29\nAgreement....................................................................1\nAntitrust Laws..............................................................21\nBenefit Plans...............................................................12\nBoard........................................................................1\nCertificates.................................................................7\nClosing......................................................................5\nClosing Date.................................................................5\nCode........................................................................12\nCommonly Controlled Entity..................................................12\nCompany......................................................................1\nCompany Process Agent.......................................................28\nCompany Representatives.....................................................20\nConfidentiality Agreement...................................................27\nConsent.....................................................................10\nControl.....................................................................29\nDissenting Shares............................................................7\nEffective Time...............................................................5\nEmployee Pension Benefit Plan...............................................12\nEmployee Welfare Benefit Plan...............................................12\nEnvironmental Claim.........................................................15\nEnvironmental Laws..........................................................16\nEnvironmental Permits.......................................................15\nERISA.......................................................................12\nExchange Act................................................................10\nExecutive Stock Purchase Agreement...........................................1\nGAAP........................................................................11\nGCL..........................................................................4\nGovernmental Entity.........................................................10\nHSR Act.....................................................................10\nHazardous Materials.........................................................16\nIndemnified Parties.........................................................21\nIndemnified Party...........................................................21\nIndependent Directors........................................................4\nIntellectual Property.......................................................14\nLien.........................................................................9\nMaterial Adverse Effect on the Company.......................................8\nMaterial Adverse Effect on Parent...........................................16\nMerger.......................................................................4\nMinimum Condition............................................................1\n\n\n                                       iv\n\n\nOffer........................................................................1\nOffer Documents..............................................................1\nOffer to Purchase............................................................1\nOther Filings...............................................................11\nParent.......................................................................1\nParent Process Agent........................................................28\nParent Representatives......................................................20\nPaying Agent.................................................................7\nPBGC........................................................................13\nPension Plan................................................................12\nPerson......................................................................29\nPreferred Stock..............................................................9\nProhibited Transaction......................................................13\nProxy Statement..............................................................6\nPurchaser....................................................................1\nPurchase Price...............................................................1\nReimbursable Expenses.......................................................26\nReportable Event............................................................13\nSchedule 14D-1...............................................................2\nSchedule 14D-9...............................................................3\nSEC..........................................................................1\nSEC Reports.................................................................10\nShares.......................................................................1\nSignificant Subsidiaries.....................................................8\nSuperior Proposal...........................................................23\nStockholders' Meeting........................................................6\nSubsidiaries................................................................29\nSubsidiary..................................................................29\nSalomon Smith Barney........................................................12\nSurviving Corporation........................................................4\nTax.........................................................................15\nTaxes.......................................................................15\nTax Returns.................................................................15\nTermination Fee.............................................................26\nViolation...................................................................10\nVoting Debt..................................................................9\nWelfare Plan................................................................12\n\n\n                                       v\n\n\n                          AGREEMENT AND PLAN OF MERGER\n\n      AGREEMENT AND PLAN OF MERGER (this \"Agreement\"), dated as of June 10,\n1998, by and among Kluwer Boston, Inc., a Massachusetts corporation (\"Parent\"),\nPPC Acquisition Corp., a Delaware corporation and subsidiary of Parent\n(\"Purchaser\"), and Plenum Publishing Corporation (the \"Company\"), a Delaware\ncorporation.\n\n      WHEREAS, the respective Boards of Directors of Parent, Purchaser and the\nCompany deem it advisable and in the best interests of the stockholders of such\ncorporations to effect the merger of Purchaser and the Company pursuant to this\nAgreement;\n\n      WHEREAS, the respective Boards of Directors of Parent, Purchaser and the\nCompany have approved the acquisition of the Company by Parent and, in\nfurtherance of such acquisition, Parent proposes to make or to cause Purchaser\nto make a cash tender offer (the \"Offer\") for all of the outstanding shares of\ncommon stock of the Company, par value $.10 per share (the \"Shares\"), at a price\nof $73.50 net to the seller per Share (the \"Purchase Price\") on the terms set\nforth in the Offer Documents (as such term is defined below), and the Board of\nDirectors of the Company (the \"Board\") has unanimously approved the Offer and\nresolved to recommend that it be accepted by the stockholders of the Company;\n\n      WHEREAS, certain stockholders of the Company and Parent are entering into\nStock Purchase Agreements, dated as of the date hereof (\"Stock Purchase\nAgreements\"), pursuant to which the Company, and such stockholders will, among\nother things, agree to sell Shares to Parent under certain circumstances; and\n\n      WHEREAS, the Company and Parent are entering into an Option Agreement,\ndated as of the date hereof (\"Option Agreement\"), pursuant to which the Company\nwill grant to Parent an option to acquire an additional 19.9% of its Shares at\nthe Purchase Price.\n\n      NOW, THEREFORE, in consideration of the foregoing and the respective\nrepresentations, warranties, covenants and agreements set forth herein, Parent,\nPurchaser and the Company agree as follows:\n\n                                    ARTICLE I\n\n                                    THE OFFER\n\n      SECTION 1.1 The Offer.\n\n      (a) Provided that nothing shall have occurred that would result in the\nfailure of any of the conditions set forth in Annex I hereto, Parent and\nPurchaser shall, as promptly as practicable following the date hereof and in any\nevent not later than five (5) business days after the public announcement of the\nexecution hereof, commence their Offer to purchase the Shares at a price equal\nto the Purchase Price. The Offer shall be made by means of an offer to purchase\n(the \"Offer to Purchase\" and, together with a letter of transmittal relating\nthereto, the \"Offer Documents\") which shall be subject solely to the condition\nthat there be validly tendered and not withdrawn prior to the expiration of the\nOffer that number of Shares\n\n\n                                       1\n\n\nwhich, when added to any Shares acquired pursuant to the Stock Purchase\nAgreements simultaneously with the acceptance of Shares pursuant to the Offer,\nrepresents at least a majority of the Shares outstanding on a fully diluted\nbasis (the \"Minimum Condition\") and to the other conditions set forth in Annex I\nhereto (including the expiration of applicable waiting periods under the HSR Act\n(as hereinafter defined)). As soon as practicable, Parent and Purchaser shall\nfile with the Securities and Exchange Commission (the \"SEC\") a Schedule 14D-1\n(which schedule, together with all amendments and supplements thereto, is\nhereinafter referred to as the \"Schedule 14D-1\") with respect to the Offer. The\nCompany and its counsel shall be given the opportunity to review the Schedule\n14D-1 (as defined below) before it is filed with the SEC. In addition, Parent\nand Purchaser agree to provide the Company and its counsel with any comments,\nwhether written or oral, that Parent and\/or its counsel may receive from time to\ntime from the SEC or its staff with respect to the Schedule 14D-1 promptly after\nthe receipt of such comments or other communications. Without the prior written\nconsent of the Company, neither Parent nor Purchaser shall decrease the price\nper Share or change the form of consideration payable in the Offer, decrease the\nnumber of Shares sought to be purchased in the Offer, change the conditions set\nforth in Annex I, impose additional conditions to the Offer or amend any other\nterm of the Offer in any manner materially adverse to the holders of the Shares.\nSubject to the terms of the Offer and this Agreement and the satisfaction or\nwaiver of all the conditions of the Offer set forth in Annex I hereto as of any\nexpiration date of the Offer, Parent and\/or Purchaser will accept for payment\nand pay for all Shares validly tendered and not properly withdrawn pursuant to\nthe Offer as soon as practicable after such expiration date of the Offer.\nNotwithstanding the foregoing, Purchaser may, without the consent of the\nCompany, (i) extend the Offer on one or more occasions for up to ten business\ndays for each such extension beyond the then scheduled expiration date (the\ninitial scheduled expiration date being 20 business days following commencement\nof the Offer), if at the then scheduled expiration date of the Offer any of the\nconditions to Purchaser's obligation to accept for payment and pay for the\nShares shall not be satisfied or waived, until such time as such conditions are\nsatisfied or waived, (ii) increase the Purchase Price and extend the Offer for\nany period required by any rule, regulation, interpretation or provision of the\nSEC or the staff thereof applicable to the Offer and (iii) extend the Offer for\nan aggregate period of not more than 10 business days beyond the latest\nexpiration date that would otherwise be permitted under clause (i) or (ii) of\nthis sentence if there shall not have been tendered and not withdrawn pursuant\nto the Offer at least 90% of the outstanding Shares.\n\n      (b) The Offer Documents will comply in all material respects with the\nprovisions of applicable federal securities laws and, on the date filed with the\nSEC and on the date first published, sent or given to the Company's\nstockholders, shall not contain any untrue statement of a material fact or omit\nto state any material fact required to be stated therein or necessary in order\nto make the statements made therein, in light of the circumstances under which\nthey were made, not misleading, except that no representation is made by Parent\nor Purchaser with respect to information supplied by the Company in writing for\ninclusion in the Offer Documents. Each of Parent and Purchaser, on the one hand,\nand the Company, on the other hand, agrees to correct promptly any information\nprovided by it for use in the Offer Documents if and to the extent that it shall\nhave become false or misleading in any material respect and Parent and Purchaser\nfurther agree to take all steps necessary to cause the Offer Documents as so\ncorrected to be filed with the SEC and to be disseminated to stockholders of the\nCompany, in each case as and to the extent required by applicable federal\nsecurities laws.\n\n\n                                       2\n\n\n      SECTION 1.2 Company Action.\n\n      (a) The Company hereby approves of and consents to the Offer and\nrepresents that, at a meeting duly called and held, its Board of Directors has\n(i) unanimously determined that this Agreement and the transactions contemplated\nhereby and thereby, including, without limitation, the Offer and the Merger, are\nfair to and in the best interest of the Company's stockholders, (ii) unanimously\napproved this Agreement and the transactions contemplated hereby and thereby,\nincluding, without limitation, the Offer and the Merger and (iii) unanimously\nresolved to recommend that the stockholders of the Company accept the Offer,\ntender their Shares thereunder to Purchaser and approve and adopt this Agreement\nand the Merger; provided, that such recommendation may be withdrawn, modified or\namended if, in the good faith opinion of the Directors, only after receipt of\nadvice from legal counsel, the failure to withdraw, modify or amend such\nrecommendation would result in the Board violating its fiduciary duties to the\nCompany's stockholders under applicable law. The Company consents to the\ninclusion of such recommendation and approval in the Offer Documents.\n\n      (b) Contemporaneously with the commencement of the Offer as provided for\nin Section 1.1, the Company will file with the SEC a Solicitation\/Recommendation\nStatement on Schedule 14D-9 (which schedule, together with all amendments and\nsupplements thereto, is hereafter referred to as the \"Schedule 14D-9\") which\nshall reflect the recommendations and actions of the Company's Board of\nDirectors referred to above. The Company further agrees to take all steps\nnecessary to cause the Schedule 14D-9 to be filed with the SEC and to be\ndisseminated to holders of the Shares, in each case as and to the extent\nrequired by applicable federal securities laws. Each of the Company, on the one\nhand, and Parent and Purchaser, on the other hand, agrees to promptly correct\nany information provided by it for use in the Schedule 14D-9 if and to the\nextent that it shall have become false or misleading in any material respect and\nthe Company further agrees to take all steps necessary to cause the Schedule\n14D-9 as so corrected to be filed with the SEC and to be disseminated to\nstockholders of the Company, in each case as and to the extent required by\napplicable federal securities laws. Parent and its counsel shall be given the\nopportunity to review the Schedule 14D-9 before it is filed with the SEC. In\naddition, the Company agrees to provide Parent and its counsel with any\ncomments, whether written or oral, that the Company and\/or its counsel may\nreceive from time to time from the SEC or its staff with respect to the Schedule\n14D-9 promptly after the receipt of such comments or other communications.\n\n      (c) In connection with the Offer, the Company will promptly furnish or\ncause to be furnished to Parent and Purchaser mailing labels, security position\nlistings and any available listing, or computer file containing the names and\naddresses of all record holders of the Shares as of a recent date, and shall\nfurnish Parent and Purchaser with such additional information (including, but\nnot limited to, updated lists of holders of the Shares and their addresses,\nmailing labels and lists of security positions) and assistance as Parent,\nPurchaser or their respective agents may reasonably request in communicating the\nOffer to the record and beneficial holders of the Shares. Except for such steps\nas are necessary to disseminate the Offer Documents, Parent and Purchaser shall\nhold in confidence the information contained in any of such labels and lists and\nthe additional information referred to in the preceding sentence, will use such\ninformation in connection with the Offer, and, if this Agreement is terminated,\nwill upon request of the Company deliver or cause to be delivered to the Company\nall copies of such information then in its possession or the possession of its\nagents or representatives.\n\n\n                                       3\n\n\n      SECTION 1.3 Directors.\n\n      (a) Promptly upon the purchase of Shares by Parent or Purchaser or any of\nits Subsidiaries pursuant to the Offer and\/or pursuant to any of the Stock\nPurchase Agreements which represents at least a majority of the outstanding\nShares, Purchaser shall be entitled to designate such number of directors,\nrounded up to the next whole number, on the Board of Directors of the Company as\nis equal to the product of the total number of directors on such Board (giving\neffect to the directors designated by Purchaser pursuant to this sentence)\nmultiplied by the percentage that the number of Shares so accepted for payment\nbears to the total number of Shares then outstanding. In furtherance thereof,\nthe Company shall, upon request of the Purchaser, use its reasonable best\nefforts promptly either to increase the size of its Board of Directors or secure\nthe resignations of such number of its incumbent directors, or both, as is\nnecessary to enable Purchaser's designees to be so elected to the Company's\nBoard of Directors, and shall take all actions available to the Company to cause\nPurchaser's designees to be so elected. At such time, the Company shall, if\nrequested by Purchaser, also cause persons designated by Purchaser to constitute\nat least the same percentage (rounded up to the next whole number) as is on the\nCompany's Board of Directors of (i) each committee of the Company's Board of\nDirectors, (ii) each board of directors (or similar body) of each Subsidiary of\nthe Company and (iii) each committee (or similar body) of each such board.\n\n      (b) The Company shall promptly take all actions required pursuant to\nSection 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order\nto fulfill its obligations under Section 1.3(a), including mailing to\nstockholders the information required by such Section 14(f) and Rule 14f-1 as is\nnecessary to enable Purchaser's designees to be elected to the Company's Board\nof Directors. Purchaser or Parent will supply the Company and be solely\nresponsible for any information with respect to either of them and their\nnominees, officers, directors and affiliates required by such Section 14(f) and\nRule 14f-1. The provisions of this Section 1.3 are in addition to and shall not\nlimit any rights which Purchaser, Parent or any of their affiliates may have as\na holder or beneficial owner of Shares as a matter of law with respect to the\nelection of directors or otherwise.\n\n      (c) In the event Purchaser's designees are elected to the Company's Board\nof Directors, until the Effective Time (as defined below), the Company's Board\nshall have at least two directors who are directors on the date hereof\n(\"Independent Directors\"), provided that, in such event, if the number of\nIndependent Directors shall be reduced below two for any reason whatsoever, any\nremaining Independent Directors (or Independent Director, if there be only one\nremaining) shall be entitled to designate persons to fill such vacancies who\nshall be deemed to be Independent Directors for purposes of this Agreement or,\nif no Independent Director then remains, the other directors shall designate two\npersons to fill such vacancies who shall not be stockholders, affiliates or\nassociates of Purchaser or Parent and such persons shall be deemed to be\nIndependent Directors for purposes of this Agreement. Notwithstanding anything\nin this Agreement to the contrary, in the event that Purchaser's designees are\nelected to the Company's Board, after the acceptance for payment of Shares\npursuant to the Offer and prior to the Effective Time, the affirmative vote of a\nmajority of the Independent Directors shall be required to (i) amend or\nterminate this Agreement by the Company, (ii) exercise or waive any of the\nCompany's rights, benefits or remedies hereunder or (iii) take any other action\nby the Company's Board under or in connection with this Agreement.\n\n\n                                       4\n\n\n                                   ARTICLE II\n\n                                   THE MERGER\n\n      SECTION 2.1 The Merger. Upon the terms and subject to the satisfaction or\nwaiver of the conditions hereof, and in accordance with the applicable\nprovisions of this Agreement and the General Corporation Law of the State of\nDelaware (the \"GCL\"), at the Effective Time Purchaser shall be merged (the\n\"Merger\") with and into the Company. Following the Merger, the separate\ncorporate existence of Purchaser shall cease and the Company shall continue as\nthe surviving corporation (the \"Surviving Corporation\"). At the option of Parent\nand provided that such amendment does not delay the Effective Time, the Merger\nmay be structured so that, and this Agreement shall thereupon be amended to\nprovide that, the Company shall be merged with and into Purchaser or another\ndirect or indirect wholly-owned subsidiary of Parent with Purchaser or such\nother subsidiary of Parent continuing as the Surviving Corporation; provided,\nhowever, that the Company shall be deemed not to have breached any of its\nrepresentations and warranties herein if and to the extent such breach would\nhave been attributable to such election.\n\n      SECTION 2.2 Effective Time; Closing. As soon as practicable after the\nsatisfaction or waiver (to the extent permitted hereunder) of the conditions set\nforth in Article VII, the Company shall execute in the manner required by the\nGCL and deliver to the Secretary of State of the State of Delaware a duly\nexecuted and verified certificate of merger, or, if permitted, a certificate of\nownership and merger, and the parties shall take such other and further actions\nas may be required by law to make the Merger effective. The time the Merger\nbecomes effective in accordance with applicable law is referred to as the\n\"Effective Time.\" Prior to such filing, a closing (the \"Closing\") shall be held\nat the offices of Bressler, Amery &amp; Ross, 17 State Street, 34th Floor, New York,\nNew York 10004, or such other place as the parties hereto shall agree, for the\npurpose of confirming the satisfaction or waiver of the conditions set forth in\nArticle VII. The date on which the Closing occurs is referred to herein as the\n\"Closing Date.\"\n\n      SECTION 2.3 Effects of the Merger; Subsequent Actions. The Merger shall\nhave the effects set forth in Section 259 of the GCL. Without limiting the\ngenerality of the foregoing, and subject thereto and any other applicable laws,\nat the Effective Time, all properties, rights, privileges, powers and franchises\nof the Company and Purchaser shall vest in the Surviving Corporation, and all\ndebts, liabilities, restrictions, disabilities and duties of the Company and\nPurchaser shall become debts, liabilities, restrictions, disabilities and duties\nof the Surviving Corporation.\n\n      SECTION 2.4 Certificate of Incorporation and By-Laws of the Surviving\nCorporation.\n\n      (a) The Certificate of Incorporation of the Company, as in effect\nimmediately prior to the Effective Time, shall be the Certificate of\nIncorporation of the Surviving Corporation, until thereafter amended in\naccordance with the provisions thereof and hereof and applicable law.\n\n      (b) The By-Laws of Purchaser in effect at the Effective Time shall be the\nBy-Laws of the Surviving Corporation, until thereafter amended in accordance\nwith the provisions thereof and hereof and applicable law.\n\n\n                                       5\n\n\n      SECTION 2.5 Directors. Subject to applicable law, the directors of\nPurchaser immediately prior to the Effective Time shall be the initial directors\nof the Surviving Corporation and shall hold office until their respective\nsuccessors are duly elected and qualified, or their earlier death, resignation\nor removal.\n\n      SECTION 2.6 Officers. The officers of the Purchaser immediately prior to\nthe Effective Time shall be the initial officers of the Surviving Corporation\nand shall hold office until their respective successors are duly elected and\nqualified, or their earlier death, resignation or removal.\n\n      SECTION 2.7 Conversion of Shares. Subject to Section 3.1 below, at the\nEffective Time, by virtue of the Merger and without any action on the part of\nParent, Purchaser, the Company or the holders of the following securities, each\nShare issued and outstanding immediately prior to the Effective Time (other than\nany Shares held by Parent, Purchaser, any wholly-owned subsidiary of Parent or\nPurchaser, or in the treasury of the Company, which Shares, by virtue of the\nMerger and without any action on the part of the holder thereof, shall be\ncancelled and retired and shall cease to exist with no payment being made with\nrespect thereto, and other than Dissenting Shares) shall be converted into the\nright to receive the Purchase Price, without interest thereon, upon surrender of\nthe certificate formerly representing such Share.\n\n      SECTION 2.8 Conversion of Purchaser Common Stock. At the Effective Time,\neach share of common stock, par value $.01 per share, of Purchaser issued and\noutstanding immediately prior to the Effective Time shall, by virtue of the\nMerger and without any action on the part of the holder thereof, be converted\ninto and become one validly issued, fully paid and non-assessable share of\ncommon stock, par value $.10 per share, of the Surviving Corporation.\n\n      SECTION 2.9 Stockholders' Meeting.\n\n      (a) If required by the GCL in order to consummate the Merger, the Company,\nacting through the Board, shall, in accordance with the GCL:\n\n            (i) duly call, give notice of, convene and hold a special meeting of\nits stockholders (the \"Stockholders' Meeting\") as soon as practicable following\nthe acceptance for payment of and payment for the Shares by Parent and\/or\nPurchaser pursuant to the Offer for the purpose of considering and taking action\nupon this Agreement;\n\n            (ii) prepare and file with the SEC a preliminary proxy or\ninformation statement relating to the Merger and this Agreement and use its\nreasonable best efforts (x) to obtain and furnish the information required to be\nincluded by the SEC in the Proxy Statement (as hereinafter defined) and, after\nconsultation with Parent, to respond promptly to any comments made by the SEC\nwith respect to the preliminary proxy or information statement and cause a\ndefinitive proxy or information statement (including any amendment or supplement\nthereto, the \"Proxy Statement\") to be mailed to its stockholders, provided that\nno amendment or supplement to the Proxy Statement will be made by the Company\nwithout consultation with Parent and its counsel and (y) to obtain the necessary\napprovals of the Merger and this Agreement by its stockholders; and\n\n            (iii) subject to the fiduciary obligations of the Board under\napplicable law, include in the\n\n\n                                       6\n\n\nProxy Statement the recommendation of the Board that stockholders of the Company\nvote in favor of the approval of the Merger and the adoption of this Agreement.\n\n      (b) At such meeting, each of Parent and Purchaser will vote (and will\ncause each of their respective affiliates to vote), all of the Shares (if any)\nthen owned by them (or their respective affiliates) in favor of the approval of\nthe Merger and the adoption of this Agreement.\n\n      SECTION 2.10 Merger Without Meeting of Stockholders. Notwithstanding\nSection 2.9, in the event that Parent, Purchaser or any other subsidiary of\nParent shall acquire at least 90% of the Shares pursuant to the Offer and the\nStock Tender Agreement, the parties hereto agree to take all necessary and\nappropriate action to cause the Merger to become effective as soon as\npracticable after the acceptance for payment of and payment for Shares by Parent\nand\/or Purchaser pursuant to the Offer without a meeting of stockholders of the\nCompany, in accordance with Section 253 of the GCL.\n\n                                   ARTICLE III\n\n                      DISSENTING SHARES; PAYMENT FOR SHARES\n\n      SECTION 3.1 Dissenting Shares. Notwithstanding anything in this Agreement\nto the contrary, Shares outstanding immediately prior to the Effective Time and\nheld by a holder who has not voted in favor of the Merger or consented thereto\nin writing and who has demanded appraisal for such Shares in accordance with\nSection 262 of the GCL, if such Section 262 provides for appraisal rights for\nsuch Shares in the Merger (\"Dissenting Shares\"), shall not be converted into the\nright to receive the Purchase Price as provided in Section 2.7, unless and until\nsuch holder fails to perfect or withdraws or otherwise loses his right to\nappraisal and payment under the GCL. If, after the Effective Time, any such\nholder fails to perfect or withdraws or loses his right to appraisal, such\nDissenting Shares shall thereupon be treated as if they had been converted as of\nthe Effective Time into the right to receive the Purchase Price, if any, to\nwhich such holder is entitled, without interest or dividends thereon. The\nCompany shall give Parent prompt notice of any demands received by the Company\nfor appraisal of Shares and, prior to the Effective Time, Parent shall have the\nright to participate in all negotiations and proceedings with respect to such\ndemands. Prior to the Effective Time, the Company shall not, except with the\nprior written consent of Parent, make any payment with respect to, or settle or\noffer to settle, any such demands.\n\n      SECTION 3.2 Exchange of Certificates.\n\n      (a) Prior to the Effective Time, Parent shall designate a bank or trust\ncompany reasonably acceptable to the Company to act as paying agent (the \"Paying\nAgent\") in effecting the exchange for the Purchase Price of certificates (the\n\"Certificates\") that, prior to the Effective Time, represented Shares. Upon the\nsurrender of each such Certificate formerly representing Shares, together with a\nproperly completed letter of transmittal, the Paying Agent shall pay the holder\nof such Certificate the Purchase Price multiplied by the number of Shares\nformerly represented by each such Certificate, in exchange therefor, and each\nsuch Certificate shall forthwith be cancelled. Until so surrendered and\nexchanged, each such Certificate (other than Certificates representing\nDissenting Shares or Shares held by Parent, Purchaser or the Company, or any\ndirect or indirect subsidiary thereof, or in the treasury of the Company) shall\nrepresent solely the right to receive the Purchase Price. No interest shall be\npaid or accrue on the Purchase Price. If the Purchase Price (or any portion\nthereof) is to be delivered to any\n\n\n                                       7\n\n\nperson other than the person in whose name the Certificate formerly representing\nShares surrendered in exchange therefor is registered, it shall be a condition\nto such exchange that the Certificate so surrendered shall be properly endorsed\nor otherwise be in proper form for transfer and that the person requesting such\nexchange shall pay to the Paying Agent any transfer or other Taxes required by\nreason of the payment of the Purchase Price to a person other than the\nregistered holder of the Certificate surrendered, or shall establish to the\nsatisfaction of the Paying Agent that such Tax has been paid or is not\napplicable.\n\n      (b) Prior to the Effective Time, Parent or Purchaser shall deposit, or\ncause to be deposited, in trust with the Paying Agent such funds as needed for\ntimely payment hereunder; provided, however, that no such deposit shall relieve\nParent or Purchaser of their obligation to pay the Purchase Price pursuant to\nSection 2.7.\n\n      (c) The Purchase Price shall be invested by the Paying Agent as directed\nby Parent, provided that such investments shall be limited to direct obligations\nof the United States of America, obligations for which the full faith and credit\nof the United States of America is pledged to provide for the payment of\nprincipal and interest, commercial paper rated of the highest quality by Moody's\nInvestors Services, Inc. or Standard &amp; Poor's Corporation, or certificates of\ndeposit issued by a commercial bank having at least $1,000,000,000 in assets;\nprovided further that no loss on investment made pursuant to this Section 3.2(c)\nshall relieve Parent or Purchaser of their obligation to pay the Purchase Price\npursuant to Section 2.7.\n\n      (d) Promptly after the Effective Time, the Paying Agent shall mail to each\nrecord holder of Certificates that immediately prior to the Effective Time\nrepresented Shares a form of letter of transmittal and instructions for use in\nsurrendering such Certificates and receiving the Purchase Price in exchange\ntherefor.\n\n      (e) After the Effective Time, there shall be no transfers on the stock\ntransfer books of the Surviving Corporation of any Shares. If, after the\nEffective Time, Certificates formerly representing Shares are presented to the\nSurviving Corporation or the Paying Agent, they shall be cancelled and exchanged\nfor the Purchase Price as provided in this Article III, subject to applicable\nlaw in the case of Dissenting Shares.\n\n      (f) Promptly following the date which is six months after the Effective\nTime, the Paying Agent shall deliver to Parent all cash and documents in its\npossession relating to the transactions described in this Agreement, and the\nPaying Agent's duties shall terminate. Thereafter, each holder of a Certificate\nformerly representing a Share may surrender such Certificate to the Surviving\nCorporation and (subject to applicable abandoned property, escheat and similar\nlaws) receive in exchange therefor the Purchase Price, without any interest\nthereon.\n\n\n                                       8\n\n\n                                   ARTICLE IV\n\n                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY\n\n      The Company represents and warrants to Parent and Purchaser that:\n\n      SECTION 4.1 Organization and Qualification; Subsidiaries. The Company is a\ncorporation duly organized, validly existing and in good standing under the laws\nof the State of Delaware. Each entity which the Company owns, directly or\nindirectly, a majority of the outstanding voting securities (each a \"Subsidiary\"\nor collectively the \"Subsidiaries\") is a corporation duly organized, validly\nexisting and in good standing under the laws of the jurisdiction of its\nincorporation. Each of the Company and its Subsidiaries has the requisite\ncorporate power and authority to own, operate or lease its properties and to\ncarry on its business as it is now being conducted, and is duly qualified or\nlicensed to do business, and is in good standing, in each jurisdiction in which\nthe nature of its business or the properties owned, operated or leased by it\nmakes such qualification, licensing or good standing necessary, except where the\nfailure to have such power or authority, or the failure to be so qualified,\nlicensed or in good standing, would not have a Material Adverse Effect on the\nCompany. The term \"Material Adverse Effect on the Company,\" as used in this\nAgreement, means any adverse change, circumstance or effect that, individually\nor in the aggregate with all other adverse changes, circumstances and effects,\nhas had or will have a material adverse effect on the business, financial\ncondition, properties or results of operations of the Company and its\nSubsidiaries taken as a whole, other than any adverse change, circumstance or\neffect relating to or arising out of (i) the economy or securities markets in\ngeneral, (ii) the announcement of the Agreement or the transactions contemplated\nhereby (including any impact on employees, vendors or customers resulting\ntherefrom) or (iii) the industry of the Company and its Subsidiaries in general,\nand not specifically relating to the Company or its Subsidiaries.\n\n      SECTION 4.2 Charter and By-laws. The Company has heretofore made available\nto Parent a complete and correct copy of the charter and the By-laws or\ncomparable organizational documents, each as amended as of the date hereof, of\nthe Company and each of its Subsidiaries.\n\n      SECTION 4.3 Capitalization.\n\n      (a) The authorized capital stock of the Company consists of 12,000,000\nshares of Common Stock, $.10 par value per share (\"Common Stock\") and 1,000,000\nshares of preferred stock, par value $1.00 per share (\"Preferred Stock\"). As of\nthe close of business on May 15, 1998, 3,510,251 shares of Common Stock were\nissued and outstanding, excluding 2,336,990 shares of Common Stock in treasury.\nAs of the date hereof there were no shares of Preferred Stock issued and\noutstanding. The Company has no shares of capital stock reserved for future\nissuance. The Company has no outstanding options to purchase any shares of\ncapital stock. Since March 31, 1998 the Company has not issued any shares of\ncapital stock. There are no bonds, debentures, notes or other indebtedness\nhaving general voting rights (or convertible into securities having such rights)\n(\"Voting Debt\") of the Company or any of its Subsidiaries issued and\noutstanding. There are no existing options, warrants, calls, subscriptions or\nother rights, convertible securities, agreements, arrangements or commitments of\nany character, relating to the issued or unissued capital stock of the Company\nor any of its Subsidiaries, obligating the Company or any of its Subsidiaries to\nissue, transfer or sell or cause to be issued, transferred or sold any shares of\ncapital stock or Voting Debt of, or other equity interest in, the Company or any\nof its Subsidiaries or securities \n\n\n                                       9\n\n\nconvertible into or exchangeable for such shares or equity interests, and\nneither the Company nor any of its Subsidiaries is obligated to grant, extend or\nenter into any such option, warrant, call, subscription or other right,\nconvertible security, agreement, arrangement or commitment. There are no\noutstanding contractual obligations of the Company or any of its Subsidiaries to\n(i) repurchase, redeem or otherwise acquire any shares of capital stock of the\nCompany or any of its Subsidiaries or (ii) provide funds to or make any\ninvestment in (in the form of a loan, capital contribution or otherwise) any\nentity other than a wholly-owned Subsidiary.\n\n      (b) Each of the outstanding shares of capital stock of each of the Company\nand its Subsidiaries is duly authorized, validly issued, fully paid and\nnonassessable, and such shares of capital stock of the Subsidiaries as are owned\nby the Company or by a Subsidiary of the Company are owned in each case free and\nclear of any lien, claim, option, charge, security interest, limitation,\nencumbrance and restriction of any kind (any of the foregoing being a \"Lien\").\nAll outstanding shares of capital stock of each of the Subsidiaries are owned by\nthe Company.\n\n      (c) There are no voting trusts or other agreements or understandings to\nwhich the Company or any of its Subsidiaries is a party with respect to the\nvoting of the capital stock of the Company or any of its Subsidiaries.\n\n      SECTION 4.4 Authority Relative to this Agreement.\n\n      The Company has all necessary corporate power and authority to execute and\ndeliver this Agreement, and to consummate the transactions contemplated hereby\nand thereby. The execution and delivery of this Agreement by the Company and the\nconsummation by the Company of the transactions contemplated hereby have been\nduly and validly authorized and approved by the Board and no other corporate\nproceedings on the part of the Company are necessary to authorize or approve\nthis Agreement, or to consummate the transactions contemplated hereby (other\nthan, with respect to the Merger, and subject to Section 2.10, the approval and\nadoption of the Merger and this Agreement by the affirmative vote of the holders\nof a majority of the Shares then outstanding). This Agreement has been duly and\nvalidly executed and delivered by the Company and, assuming the due and valid\nauthorization, execution and delivery of this Agreement by Parent and Purchaser,\nconstitutes a valid and binding obligation of the Company enforceable against\nthe Company in accordance with its terms, except that such enforceability (i)\nmay be limited by bankruptcy, insolvency, moratorium or other similar laws\naffecting or relating to the enforcement of creditors' rights generally and (ii)\nis subject to general principles of equity.\n\n      SECTION 4.5 No Conflict; Required Filings and Consents.\n\n      (a) None of the execution, delivery or performance of this Agreement by\nthe Company, the consummation by the Company of the transactions contemplated\nhereby or the compliance by the Company with any of the provisions hereof will\n(i) conflict with or violate the Certificate of Incorporation or By-Laws of the\nCompany or the comparable organizational documents of any of its Subsidiaries,\n(ii) conflict with or violate any statute, ordinance, rule, regulation, order,\njudgment or decree applicable to the Company or its Subsidiaries, or by which\nany of them or any of their respective properties or assets may be bound or\naffected, or (iii) result in a violation or breach of or constitute a default\n(or an event which with notice or lapse of time or both would become a default)\nunder, or give to others any rights of termination, amendment, acceleration or\ncancellation of, or result in any loss of any material benefit, or \n\n\n                                       10\n\n\nthe creation of any Lien on any of the property or assets of the Company or any\nof its Subsidiaries (any of the foregoing referred to in clause (ii) or this\nclause (iii) being a \"Violation\") pursuant to, any note, bond, mortgage,\nindenture, contract, agreement, lease, license, permit, franchise or other\ninstrument or obligation to which the Company or any of its Subsidiaries is a\nparty or by which the Company or any of its Subsidiaries or any of their\nrespective properties may be bound or affected, except in the case of the\nforegoing clauses (ii) or (iii) for any such Violations which would not in the\naggregate have a Material Adverse Effect on the Company or limit or restrict the\nability of the Company to consummate the transactions contemplated hereby or\nthereby.\n\n      (b) None of the execution, delivery or performance of this Agreement by\nthe Company, the consummation by the Company of the transactions contemplated\nhereby or the compliance by the Company with any of the provisions hereof will\nrequire any consent, waiver, approval, authorization or permit of, or\nregistration or filing with or notification to (any of the foregoing being a\n\"Consent\"), any government or subdivision thereof, domestic, foreign or\nsupranational or any administrative, governmental or regulatory authority,\nagency, commission, tribunal or body, domestic, foreign or supranational (a\n\"Governmental Entity\"), except for (i) compliance with any applicable\nrequirements of the Securities Exchange Act of 1934, as amended (the \"Exchange\nAct\"), (ii) the filing of a certificate of merger, or, if permitted, a\ncertificate of ownership and merger, pursuant to the GCL, (iii) notifications\nrequired by certain state Blue Sky, takeover and environmental statutes, (iv)\ncompliance with the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as\namended (the \"HSR Act\") and any requirements of any foreign or supranational\nAntitrust Laws, and (v) Consents, the failure of which to obtain or make would\nnot in the aggregate have a Material Adverse Effect on the Company or limit or\nrestrict the ability of the Company to consummate the transactions contemplated\nhereby.\n\n      SECTION 4.6 SEC Reports and Financial Statements.\n\n      (a) The Company has filed with the SEC all forms, reports, schedules,\nregistration statements and definitive proxy statements required to be filed by\nthe Company with the SEC since January 1, 1997 (the \"SEC Reports\"). As of their\nrespective dates, the SEC Reports (including, without limitation, any financial\nstatements or schedules included therein) complied in all material respects with\nthe requirements of the Exchange Act or the Securities Act of 1933, as amended,\nand the rules and regulations of the SEC promulgated thereunder applicable, as\nthe case may be, to such SEC Reports, and none of the SEC Reports contained any\nuntrue statement of a material fact or omitted to state a material fact required\nto be stated therein or necessary to make the statements made therein, in light\nof the circumstances under which they were made, not misleading.\n\n      (b) The audited consolidated financial statements and unaudited\nconsolidated interim financial statements of the Company included in the SEC\nReports and the audited financial statements as of and for the year ended\nDecember 31, 1997, which the Company has provided to Parent, present fairly in\nall material respects the consolidated financial position and the consolidated\nresults of operations and cash flows of the Company and its consolidated\nSubsidiaries as of the dates or for the periods presented therein in conformity\nwith United States generally accepted accounting principles (\"GAAP\") applied on\na consistent basis during the periods involved except as otherwise noted\ntherein, including the related notes. The Company has also provided to Parent\nunaudited condensed consolidated financial statements for the period ending\nMarch 31, 1998, filed with the SEC on May 15, 1998. Such statements were\nprepared in accordance with generally accepted accounting principles for interim\nfinancial information and with the\n\n\n                                       11\n\n\ninstructions to SEC Form 10-Q and Article 10 of Regulation S-X promulgated under\nthe Exchange Act and, in the opinion of management, all adjustments consisting\nof normal recurring accruals considered necessary for a fair presentation have\nbeen included.\n\n      SECTION 4.7 Information. None of the information provided or that may be\nprovided by the Company for use in the Offer Documents, the Schedule 14D-1 or\nany other document to be filed with the SEC or any other Governmental Entity in\nconnection with the transactions contemplated by this Agreement (the \"Other\nFilings\"), and neither the Proxy Statement nor the Schedule 14D-9, shall, at the\ntime filed with the SEC or such other Governmental Entity, and, in the case of\nthe Proxy Statement, at the time mailed to the Company's stockholders, at the\ntime of the Stockholders' Meeting or at the Effective Time, contain any untrue\nstatement of a material fact or omit to state any material fact required to be\nstated therein or necessary in order to make the statements therein, in light of\nthe circumstances under which they are made, not misleading. Notwithstanding the\nforegoing, the Company makes no representation or warranty with respect to any\ninformation provided or that may be provided by Parent or Purchaser specifically\nfor use in such documents. The Schedule 14D-9 and the Proxy Statement will\ncomply as to form in all material respects with the provisions of the Exchange\nAct and the rules and regulations thereunder.\n\n      SECTION 4.8 Changes. Since December 31, 1997, except as set forth in the\nSEC Reports filed prior to the date hereof or as otherwise disclosed in Schedule\n4.8 hereto:\n\n      (a) there has been no event, effect or change (including the incurrence of\nany liabilities or obligations of any nature whether or not accrued, contingent\nor otherwise) having a Material Adverse Effect on the Company;\n\n      (b) the Company has not adopted any amendment to its Certificate of\nIncorporation or By-laws;\n\n      (c) the Company has not issued, reissued, pledged or sold, or authorized\nthe issuance, reissuance, pledge or sale of (i) additional shares of capital\nstock of any class, or securities convertible into, exchangeable for or\nevidencing the right to substitute for, capital stock of any class, or any\nrights, warrants, options, calls, commitments or any other agreements of any\ncharacter, to purchase or acquire any capital stock or any securities or rights\nconvertible into, exchangeable for, or evidencing the right to subscribe for,\ncapital stock, or (ii) any other securities in respect of, in lieu of, or in\nsubstitution for, Shares;\n\n      (d) neither the Company nor any of its Subsidiaries declared, set aside or\npaid any dividend or other distribution (whether in cash, securities or property\nor any combination thereof) in respect of any class or series of its capital\nstock other than between the Company and any of its wholly-owned Subsidiaries,\nor its regular quarterly dividend of $.32 per share of Common Stock to\nstockholders of record on March 23, 1998;\n\n      (e) Neither the Company nor any of its Subsidiaries has split, combined,\nsubdivided, reclassified or redeemed, purchased or otherwise acquired or\nproposed to redeem or purchased or otherwise acquired any shares of its capital\nstock or any of its other securities; and\n\n\n                                       12\n\n\n      (f) Neither the Company nor any of its Subsidiaries has taken or omitted\nto take any action, nor has any event occurred, which (if taken, omitted or\noccurring after the date hereof) would constitute a breach of Section 6.1 of\nthis Agreement.\n\n      SECTION 4.9 Opinion of Financial Advisor. The Company has received the\nopinion of Salomon Brothers Inc and Smith Barney Inc. collectively doing\nBusiness as \"Salomon Smith Barney\" (\"Salomon Smith Barney\"), dated the date\nhereof, to the effect that, as of such date, the Purchase Price is fair to the\nholders of Shares, a copy of which opinion has been delivered to Parent. The\nCompany has been authorized by Salomon Smith Barney to permit inclusion of such\nopinion (and reference thereto) in the Offer Documents, the Schedule 14D-9 and\nthe Proxy Statement.\n\n      SECTION 4.10 Takeover Statutes. The Company is subject to Section 203 of\nthe GCL. By reason of action taken by the Company, such section is not\napplicable to the transactions contemplated hereby.\n\n      SECTION 4.11 Litigation. Except as set forth in Schedule 4.11 there are no\nsuits, claims, actions, proceedings, including, without limitation, arbitration\nproceedings or alternative dispute resolution proceedings, or investigations\npending or, to the knowledge of the Company, threatened against the Company or\nany of its Subsidiaries not set forth in the SEC Reports filed prior to the date\nhereof.\n\n      SECTION 4.12 Employee Plans and Arrangements.\n\n      (a) Schedule 4.12(a) lists each \"employee pension benefit plan\" (as\ndefined in Section 3(2) of the Employee Retirement Income Security Act of 1974,\nas amended (\"ERISA\")) (hereinafter a \"Pension Plan\") and \"employee welfare\nbenefit plan\" (as defined in Section 3 (i) of ERISA, (hereinafter a \"Welfare\nPlan\") and each pension, retirement, bonus, incentive compensation, profit\nsharing, stock option, stock purchase, stock bonus, phantom stock, deferred\ncompensation, hospitalization, medical, dental, vision, life insurance,\naccidental death and dismemberment insurance, business travel insurance,\ncafeteria and flexible spending, sick pay, disability, severance, golden\nparachute, or other plans, policy, contract, fund or arrangement maintained or\ncontributed to, or required to be maintained or contributed to, by the Company,\nany of its Subsidiaries or any other person that, together with the Company, is\ntreated as a single employer under Section 4.14(b), (c), (m) or (o) of the\nInternal Revenue Code of 1986, as amended (the \"Code\") (each a \"Commonly\nControlled Entity\") for the benefit of any present or former employees of the\nCompany or any of its Subsidiaries. The Company has never maintained, or\nincurred any liability whatsoever, with respect to a multiemployer plan (as\ndefined in Section 4001(a)(3) of ERISA). The Company has made available to\nPurchaser true, complete and correct copies of (i) each Pension Plan and Welfare\nPlan collectively, the (\"Benefit Plans\") (ii) the most recent annual report on\nForm 5500 as filed with the Internal Revenue Service with respect to, (iii) the\nmost recent summary plan description (or similar document) with respect to each\napplicable Benefit Plan, and (iv) each trust agreement relating to the Pension\nPlan.\n\n      (b) Except where a failure would not have a Material Adverse Effect on the\nCompany, each Benefit Plan has been administered in accordance with its terms.\nExcept where a failure would not have a Material Adverse Effect on the Company,\nthe Company, its Subsidiaries all the Benefit Plans are in compliance with the\napplicable provisions of ERISA, the Code, and all other laws, ordinances or\nregulations of any Governmental Entities. Except where a failure would not have\na Material Adverse \n\n\n                                       13\n\n\nEffect on the Company, there are no investigations by any Governmental Entities,\ntermination proceedings or other claims (except claims for benefits payable in\nthe normal operations of the Pension Plans), suits or proceedings against or\ninvolving any Benefit Plan or asserting any rights to or claims for benefits\nunder any Benefit Plan.\n\n      (c) Except where a failure would not have a Material Adverse Effect on the\nCompany, (i) all contributions to the Benefit Plan required to be made by the\nCompany or any of its Subsidiaries in accordance with the terms of the Benefit\nPlans, and, when applicable, Section 302 of ERISA or Section 412 of the Code,\nhave been timely made, (ii) there has been no application for or waiver of the\nminimum funding standards imposed by Section 412 of the Code with respect to any\nBenefit Plan that is a Pension Plan and (iii) no Pension Plan had an\n\"accumulated funding deficiency\" within the meaning of Section 412(a) of the\nCode as of the end of the most recently completed plan year.\n\n      (d) (i) Each Pension Plan that is intended to be a tax-qualified plan has\nbeen the subject of a post Tax Reform Act of 1986 determination letter from the\nInternal Revenue Service to the effect that such Company Pension Plan and each\nrelated trust is qualified and exempt from Federal income taxes under Sections\n401(a) and 501(a), respectively, of the Code; (ii) No such determination letter\nhas been revoked, and revocation has not been threatened; (iii) No event has\noccurred and no circumstances exist that would adversely affect the\ntax-qualification of such Pension Plan except for any events or circumstances\nthat would not have a Material Adverse Effect on the Company; and (iv) Such\nPension Plan has not been amended since the effective date of its most recent\ndetermination letter in any respect that might adversely affect its\nqualification, increase its cost or require security under Section 307 of ERISA.\nThe Company has made available to Purchaser a copy of the most recent\ndetermination letter received with respect to each Pension Plan for which such a\nletter has been issued, as well as a copy of any pending application for a\ndetermination letter.\n\n      (e) Except where a failure would not have a Material Adverse Effect on the\nCompany: (i) no non-exempt \"prohibited transaction\" (as defined in Section 4975\nof the Code or Section 406 of ERISA) has occurred that involves the assets of\nany Benefit Plan; (ii) no Pension Plan has been terminated or has been the\nsubject of a \"reportable event\" (as defined in Section 4043 of ERISA and the\nregulations thereunder) for which the 30-day notice requirement has not been\nwaived by the Pension Benefit Guaranty Corporation (\"PBGC\"); and (iii) none of\nthe Company, any of its Subsidiaries or any trustee, administrator or other\nfiduciary of the Pension Plan has engaged in any transaction or acted in a\nmanner that could, or has failed to act so as to, subject the Company, any such\nSubsidiary or any trustee, administrator or other fiduciary to any liability for\nbreach of fiduciary duty under ERISA or any other applicable law.\n\n      (f) No Commonly Controlled Entity has incurred any liability to a Pension\nPlan (other than for contributions not yet due) or to the PBGC (other than for\nthe payment of premiums not yet due other than liabilities that would have a\nMaterial Adverse Effect on the Company).\n\n      (g) Except where the failure would not have a Material Adverse Effect on\nthe Company, no Commonly Controlled Entity has (i) engaged in a transaction\ndescribed in Section 4069 of ERISA that could subject the Company to a liability\nat any time after the date hereof or (ii) acted in a manner that could, or\nfailed to act so as to, result in fines, penalties, taxes or related charges\nunder (x) Section 502(c), (i) or (1) of ERISA, (y) Section 4071 of ERISA or (z)\nChapter 43 of the Code.\n\n\n                                       14\n\n\n      (h) The Company and its Subsidiaries comply with the applicable\nrequirements of parts 6 and 7 of subtitle B of Title I of ERISA ((S)(S) 601 et\nseq.) with respect to each Benefit Plan that is a group health plan, as such\nterm is defined in Section 5000(b)(1) of the Code and other than medical\ncontinuation requirements mandated pursuant to (S)(S) 601 et seq. no Benefit\nPlan that is a group health plan provides or is required to provide post\nemployment or post retirement medical or health benefits to any former employees\nor employees of the Company or any Commonly Controlled Entity.\n\n      (i) Schedule 4.12(i) lists (i) all employment agreements between the\nCompany or any of its Subsidiaries and any of their respective directors or\nofficers and between the Company or any of its Subsidiaries and any of its or\ntheir employees which is not terminable by the Company or its Subsidiaries on\nless than 90 days' notice, and (ii) all agreements and plans pursuant to which\nany director, officer or employee of the Company or any of its subsidiaries is\nentitled to benefits upon termination of their employment or a change in control\nof the Company.\n\n      (j) Except as set forth in Schedule 4.12(j), none of the employees of the\nCompany or any of its Subsidiaries is represented by a union or subject to a\ncollective bargaining agreement.\n\n      SECTION 4.13 Assets. The Company or one of its Subsidiaries has (a) good\nand marketable title to or a valid leasehold interest under a capitalized lease\nin all assets recorded on the Company's balance sheet as of December 31, 1997\nincluded in the financial statements referred to in Section 4.6(b), except for\nassets disposed of in the ordinary course of business since such date, and (b) a\nvalid leasehold or other interest in all other assets used by it in its\nbusiness, except in each case for exceptions to the foregoing that would not\nhave a Material Adverse Effect on the Company. The consummation of the\ntransactions contemplated hereby will not affect the ownership or right to use\nany of the Company's assets, except for exceptions to the foregoing that would\nnot have a Material Adverse Effect on the Company.\n\n      SECTION 4.14 Intellectual Property.\n\n      (a) Except for any exceptions to the following that would not have a\nMaterial Adverse Effect on the Company, the Company and its Subsidiaries own or\nhave the right to use the Intellectual Property used by it and reasonably\nnecessary for the Company and its Subsidiaries to conduct their business as it\nis currently conducted or proposed to be conducted and consistent with past\npractice.\n\n      (b) Except for any exceptions to the following that would not have a\nMaterial Adverse Effect on the Company: (i) all of the registered Intellectual\nProperty owned by the Company and its Subsidiaries is subsisting and unexpired\n(except as such has expired by the passing of time without the possibility of\nextension or renewal), free of all Liens, has not been abandoned and, to the\nknowledge of the Company, all Intellectual Property used by the Company whether\nor not registered does not infringe the Intellectual Property rights of any\nthird party; (ii) none of the Intellectual Property owned by the Company and its\nSubsidiaries is the subject of any license, security interest or other agreement\ngranting rights therein to any third party, except as set forth on Schedule\n4.14(b), (iii) to the knowledge of the Company, no judgment, decree, injunction,\nrule or order has been rendered by any Governmental Entity which would limit,\ncancel or question the validity of, or the Company's or its Subsidiaries' rights\nin and to, any Intellectual Property owned by the Company; and (iv) the Company\nhas not received notice of any pending or threatened suit,\n\n\n                                       15\n\n\naction or proceeding that seeks to limit, cancel or question the validity of, or\nthe Company's or its Subsidiaries' rights in and to, any Intellectual Property.\n\n      (c) For purposes of this Agreement \"Intellectual Property\" shall mean all\nrights, privileges and priorities provided under U.S., state and foreign law\nrelating to intellectual property, including without limitation all (i)(A)\ninventions, discoveries, processes, formulae, designs, methods, techniques,\nprocedures, concepts, developments, technology, new and useful improvements\nthereof and know-how relating thereto, whether or not patented or eligible for\npatent protections; (B) copyrights and copyrightable works, including computer\napplications, programs, software, databases and related items; (C) trademarks,\nservice marks, trade names, and trade dress, the goodwill of any business\nsymbolized thereby, and all common-law rights relating thereto; and (D) trade\nsecrets and other confidential information; and (ii) all registrations,\napplications, recordings, and licenses or other similar agreements related to\nthe foregoing.\n\n      SECTION 4.15 Taxes. The Company and each of its Subsidiaries have (i)\nfiled all Tax Returns which they are required to file under applicable laws and\nregulations, (ii) paid all Taxes which have become due and payable, and (iii)\naccrued as a liability on the balance sheet included in the Company's 1997\nfinancial statements described in Section 4.6 all Taxes which were accrued but\nnot yet due and payable as of the date thereof, except for failures to take any\nof such actions which, individually or in the aggregate, would not have a\nMaterial Adverse Effect on the Company. For purposes of this Agreement, \"Tax\" or\n\"Taxes\" shall mean any federal, state, local or foreign income, gross receipts,\nfranchise, estimated, alternative minimum, add-on minimum, sales, use, transfer,\nregistration, value added, excise, natural resources, severance, stamp,\noccupation, premium, windfall profit, environmental, customs, duties, real\nproperty, personal property, capital stock, social security, unemployment,\ndisability, payroll, license, employee or other withholding, or other tax of any\nkind, including any interest or penalties in respect of the foregoing, and \"Tax\nReturns\" means returns, declarations, reports, information returns, or other\ndocuments filed or required to be filed in connection with the determination,\nassessment or collection of Taxes of any person or the administration of any\nlaws, regulations or administrative requirements relating to any Taxes.\n\n      SECTION 4.16 Environmental Laws and Regulations. Except as disclosed in\nSchedule 4.16:\n\n            (i) The Company and its Subsidiaries hold and are in compliance with\nall Environmental Permits (as defined below), and the Company and its\nSubsidiaries are otherwise in compliance with all Environmental Laws (as defined\nbelow) and there are no conditions that might prevent or interfere with such\ncompliance in the future, except where the failure to hold or to be in such\ncompliance would not reasonably be expected to have a Material Adverse Effect on\nthe Company;\n\n            (ii) As of the date hereof, neither the Company nor any of its\nSubsidiaries has received any Environmental Claim (as defined below) and there\nis no threatened Environmental Claim that would reasonably be expected to have a\nMaterial Adverse Effect on the Company;\n\n            (iii) Neither the Company nor any of its Subsidiaries has entered\ninto any consent decree, order or agreement under any Environmental Law;\n\n            (iv) There are no (A) underground storage tanks, (B) polychlorinated\nbiphenyls, \n\n\n                                       16\n\n\n(C) friable asbestos or asbestos-containing materials, (D) sumps, (E) surface\nimpoundments, (F) landfills, or (G) sewers or septic systems present at any\nfacility currently owned by the Company or any of its Subsidiaries the presence\nof which would reasonably be expected to have a Material Adverse Effect on the\nCompany;\n\n            (v) None of the Company or its Subsidiaries has contractually\nassumed any liabilities or obligations under any Environmental Laws that would\nreasonably be expected to have a Material Adverse Effect on the Company;\n\n            (vi) To the knowledge of the Company, there has not been any Release\nof Hazardous Materials at any property currently or formerly owned or operated\nby the Company, any of its Subsidiaries or predecessors in interest nor, to the\nknowledge of the Company, at any disposal facility that may have received\nHazardous Materials generated by the Company, any of its Subsidiaries or a\npredecessor in interest; and\n\n            (vii) For purposes of this Agreement, the following terms shall have\nthe following meanings: (A) \"Environmental Claim\" means any written or oral\nnotice, claim, demand, action, suit, complaint, proceeding or other\ncommunication by any person alleging liability or potential liability (including\nwithout limitation liability or potential liability for investigatory costs,\ncleanup costs, governmental response costs, natural resource damages, property\ndamage, personal injury, reasonable engineering and attorneys fees, fines or\npenalties) arising out of, relating to, based on or resulting from (1) the\npresence, discharge, emission, release or threatened release of any Hazardous\nMaterials at any location, whether or not owned, leased or operated by the\nCompany or any of its Subsidiaries or (2) circumstances forming the basis of any\nviolation or alleged violation of any Environmental Law or Environmental Permit\nor (3) otherwise relating to obligations or liabilities under any Environmental\nLaws; (B) \"Environmental Permits\" means all permits, licenses, registrations and\nother governmental authorizations required under Environmental Laws for the\nCompany and its Subsidiaries to conduct their operations and businesses on the\ndate hereof and consistent with past practices; (C) \"Environmental Laws\" means\nall applicable federal, state and local statutes, rules, regulations,\nordinances, orders, decrees and common law relating in any manner to\ncontamination, pollution or protection of the environment, including without\nlimitation the Comprehensive Environmental Response, Compensation and Liability\nAct, the Solid Waste Disposal Act, the Clean Air Act, the Clean Water Act, the\nToxic Substances Control Act, the Occupational Safety and Health Act, the\nEmergency Planning and Community-Right-to-Know Act, the Safe Drinking Water Act,\nall as amended, and similar state laws; (D) \"Hazardous Materials\" means all\nhazardous or toxic substances, wastes, materials or chemicals, petroleum\n(including crude oil or any fraction thereof) and petroleum products, solid\nwaste, special waste, friable asbestos and asbestos-containing materials,\npollutants, contaminants and all other materials, and substances regulated\npursuant to, or that could reasonably be expected to provide the basis of\nliability under, any Environmental Law and (E) \"Release\" means any spilling,\nleaking, pumping, emitting, emptying, discharging, injecting, escaping,\nleaching, migrating, dumping, or disposing of Hazardous Materials (including the\nabandonment or discarding of barrels, containers or other closed receptacles\ncontaining Hazardous Materials) into the environment.\n\n      SECTION 4.17 Insurance. Schedule 4.17 sets forth insurance policies in\nforce for the benefit of the Company as of April 15, 1998. All such policies\nhave been renewed in the ordinary course of business consistent with past\npractice.\n\n\n                                       17\n\n\n      SECTION 4.18 Brokers. Except for the engagement of Salomon Smith Barney,\nwhose fees will be paid by the Company and a copy of whose engagement letter has\nbeen provided to Parent, none of the Company, any of its Subsidiaries, or any of\ntheir respective officers, directors or employees has employed any broker or\nfinder or incurred any liability for any brokerage fees, commissions or finder's\nfees in connection with the transactions contemplated by this Agreement.\n\n                                    ARTICLE V\n\n                         REPRESENTATIONS AND WARRANTIES\n                             OF PARENT AND PURCHASER\n\n      Parent and Purchaser represent and warrant to the Company that:\n\n      SECTION 5.1 Organization and Qualification. Parent is a corporation duly\norganized, validly existing and in good standing under the laws of Massachusetts\nand each material subsidiary of Parent is a corporation duly organized, validly\nexisting and in good standing under the laws of the jurisdiction of its\norganization. Purchaser is a corporation duly organized, validly existing and in\ngood standing under the laws of the State of Delaware. Each of Parent and its\nmaterial subsidiaries (including Purchaser) has the requisite corporate power\nand authority to own, operate or lease its properties and to carry on its\nbusiness as it is now being conducted, and is duly qualified or licensed to do\nbusiness, and is in good standing, in each jurisdiction in which the nature of\nits business or the properties owned, operated or leased by it makes such\nqualification, licensing or good standing necessary, except where the failure to\nhave such power or authority, or the failure to be so qualified, licensed or in\ngood standing, would not have a Material Adverse Effect on Parent. The term\n\"Material Adverse Effect on Parent,\" as used in this Agreement, means any\nadverse change, circumstance or effect that, individually or in the aggregate\nwith all other adverse changes, circumstances and effects, has had or will have\na materially adverse effect on the business, financial condition, properties or\nresults of operations of Parent and its Subsidiaries taken as a whole.\n\n      SECTION 5.2 Authority Relative to this Agreement and the Stock Purchase\nAgreements. Each of Parent and Purchaser has all necessary corporate power and\nauthority to execute and deliver this Agreement, and to consummate the\ntransactions contemplated hereby. The execution and delivery of this Agreement\nby Parent and Purchaser and the consummation by Parent and Purchaser of the\ntransactions contemplated hereby have been duly and validly authorized and\napproved by the Boards of Directors of Parent and Purchaser and by Parent as\nstockholder of Purchaser, and no other corporate proceedings on the part of\nParent or Purchaser are necessary to authorize or approve this Agreement, or to\nconsummate the transactions contemplated hereby. This Agreement has been duly\nexecuted and delivered by each of Parent and Purchaser and, assuming the due and\nvalid authorization, execution and delivery by the Company, constitutes a valid\nand binding obligation of each of Parent and Purchaser enforceable against each\nof them in accordance with its terms, except that such enforceability (i) may be\nlimited by bankruptcy, insolvency, moratorium or other similar laws affecting or\nrelating to the enforcement of creditors' rights generally and (ii) is subject\nto general principles of equity.\n\n      SECTION 5.3 No Conflict; Required Filings and Consents.\n\n\n                                       18\n\n\n      (a) None of the execution, delivery or performance of this Agreement by\nParent or Purchaser, the consummation by Parent or Purchaser of the transactions\ncontemplated hereby or compliance by Parent or Purchaser with any of the\nprovisions hereof will (i) conflict with or violate the organizational documents\nof Parent or Purchaser, (ii) conflict with or violate any statute, ordinance,\nrule, regulation, order, judgment or decree applicable to Parent or Purchaser,\nor any of their subsidiaries, or by which any of them or any of their respective\nproperties or assets may be bound or affected, or (iii) result in a violation\npursuant to any note, bond, mortgage, indenture, contract, agreement, lease,\nlicense, permit, franchise or other instrument or obligation to which Parent or\nPurchaser, or any of their subsidiaries, is a party or by which any of their\nrespective properties or assets may be bound or affected, except in the case of\nthe foregoing clauses (ii) and (iii) for any such violations which would not\nhave a Material Adverse Effect on Parent or limit or restrict the ability of\nParent or Purchaser to consummate the transactions contemplated hereby.\n\n      (b) None of the execution and delivery of this Agreement by Parent and\nPurchaser, the consummation by Parent and Purchaser of the transactions\ncontemplated hereby or compliance by Parent and Purchaser with any of the\nprovisions hereof will require any Consent of any Governmental Entity, except\nfor (i) compliance with any applicable requirements of the Exchange Act, (ii)\nthe filing of a certificate of merger, or, if permitted, a certificate of\nownership and merger, pursuant to the GCL, (iii) notifications required by\ncertain state Blue Sky, takeover and environmental statutes, (iv) compliance\nwith the HSR Act and any requirements of any foreign or supranational Antitrust\nLaws and (v) Consents the failure of which to obtain or make would not have a\nMaterial Adverse Effect on Parent or limit or restrict the ability of Parent or\nPurchaser to consummate the transactions contemplated hereby.\n\n      SECTION 5.4 Information. None of the information provided or that may be\nprovided by Parent or Purchaser for use in the Proxy Statement, the Schedule\n14D-9 or the Other Filings, and neither the Offer Documents nor the Schedule\n14D-1, shall, at the time filed with the SEC or any other Governmental Entity,\nand, in the case of the Proxy Statement, at the time mailed to the Company's\nstockholders, at the time of the Stockholders' Meeting or at the Effective Time,\ncontain any untrue statement of a material fact or omit to state any material\nfact required to be stated therein or necessary in order to make the statements\ntherein, in light of the circumstances under which they are made, not\nmisleading. Notwithstanding the foregoing, neither Parent nor Purchaser makes\nany representation or warranty with respect to any information provided or that\nmay be provided by the Company specifically for use in such documents. The\nSchedule 14D-1 and the Offer Documents will comply as to form in all material\nrespects with the provisions of the Exchange Act and the rules and regulations\nthereunder.\n\n      SECTION 5.5 Financing. Parent or Purchaser will have available to it at\nthe time required the funds necessary to consummate the Merger and the\ntransactions contemplated hereby.\n\n      SECTION 5.6 Brokers. Except for Credit Suisse First Boston Corporation,\nwhose fees will be paid by Parent, none of Parent, Purchaser, any of their\nSubsidiaries, or any of their respective officers, directors or employees has\nemployed any broker or finder or incurred any liability for any brokerage fees,\ncommissions or finder's fees in connection with the transactions contemplated by\nthis Agreement.\n\n                                   ARTICLE VI\n\n                                    COVENANTS\n\n\n                                       19\n\n\n      SECTION 6.1 Conduct of Business of the Company. Except as expressly\ncontemplated by this Agreement or with the prior written consent of Parent,\nduring the period from the date of this Agreement to the Effective Time, the\nCompany will, and will cause each of its Subsidiaries to, conduct its operations\nonly in the ordinary and usual course of business consistent with past practice\nand will use its reasonable best efforts, and will cause each of its\nSubsidiaries to use its reasonable best efforts, to preserve intact the business\norganization of the Company and each of its Subsidiaries, to keep available the\nservices of its and their present officers and key employees, and to preserve\nthe good will of those having business relationships with it. Without limiting\nthe generality of the foregoing, and except as otherwise expressly contemplated\nby this Agreement, the Company will not, and will not permit any of its\nSubsidiaries to, prior to the Effective Time, without the prior written consent\nof Parent:\n\n      (a) adopt any amendment to its Certificate of Incorporation or By-laws or\ncomparable organizational documents;\n\n      (b) except for issuances of capital stock of the Company's Subsidiaries to\nthe Company or a wholly-owned Subsidiary of the Company, issue, reissue, pledge\nor sell, or authorize the issuance, reissuance, pledge or sale of (i) additional\nshares of capital stock of any class, or securities convertible into,\nexchangeable for or evidencing the right to substitute for, capital stock of any\nclass, or any rights, warrants, options, calls, commitments or any other\nagreements of any character, to purchase or acquire any capital stock or any\nsecurities or rights convertible into, exchangeable for, or evidencing the right\nto subscribe for, capital stock, or (ii) any other securities in respect of, in\nlieu of, or in substitution for, Shares outstanding on the date hereof;\n\n      (c) declare, set aside or pay any dividends or other distribution (whether\nin cash, securities or property or any combination thereof) in excess of the\nregular quarterly dividend in an amount equal to the last paid regular quarterly\ncash dividend paid by the Company which would normally be paid approximately\nthree months after such last paid regular quarterly dividend was paid, if any\nsuch dividends are declared and paid;\n\n      (d) split, combine, subdivide, reclassify or redeem, purchase or otherwise\nacquire, or propose to redeem or purchase or otherwise acquire, any shares of\nits capital stock, or any of its other securities; (e) except for (i) increases\nin salary and wages granted to officers and employees of the Company or its\nSubsidiaries in conjunction with promotions or other changes in job status or\nnormal compensation reviews (within the amounts projected in the Company's 1998\noperating plan previously provided to Parent) in the ordinary course of business\nconsistent with past practice, or (ii) increases in salary, wages and benefits\nto employees of the Company pursuant to collective bargaining agreements in\neffect on the date hereof, increase the compensation or fringe benefits payable\nor to become payable to its directors, officers or employees (whether from the\nCompany or any of its Subsidiaries), or pay or award any benefit not required by\nany existing plan or arrangement (including, without limitation, the granting of\nstock options, stock appreciation rights, shares of restricted stock or\nperformance units) or grant any additional severance or termination pay to\n(other than as required by existing agreements or policies listed on Schedule\n4.12(i) hereto), or enter into any employment or severance agreement with, any\ndirector, officer or other employee of the Company or any of its Subsidiaries\nor, except pursuant to arrangements disclosed in Schedule 4.12(i), establish,\nadopt, enter into, amend, accelerate any rights or benefits or \n\n\n                                       20\n\n\nwaive any performance or vesting criteria under any collective bargaining,\nbonus, profit sharing, thrift, compensation, stock option, restricted stock,\npension, retirement, savings, welfare, deferred compensation, \"golden\nparachute\", employment, termination, severance or other employee benefit plan,\nagreement, trust, fund, policy or arrangement for the benefit or welfare of any\ndirectors, officers or current or former employees (any of the foregoing being\nan \"Employee Benefit Arrangement\"), except in each case to the extent required\nby applicable law or regulation; provided, however, that nothing herein will be\ndeemed to prohibit the payment of benefits as they become payable;\n\n      (f) acquire, sell, lease or dispose of any assets or securities which are\nmaterial to the Company and its Subsidiaries, or enter into any commitment to do\nany of the foregoing or enter into any material commitment or transaction, other\nthan transactions between a wholly owned Subsidiary of the Company and the\nCompany or another wholly owned Subsidiary of the Company;\n\n      (g) (i) incur, assume or pre-pay any long-term debt or incur or assume any\nshort-term debt, (ii) assume except in the ordinary course of business\nconsistent with past practice, guarantee, endorse or otherwise become liable or\nresponsible (whether directly, contingently or otherwise) for the obligations of\nany other person or (iii) make any advances except in the ordinary course of\nbusiness consistent with past practice (other than advances to Salomon Smith\nBarney required under a letter Agreement between Salomon Smith Barney and the\nCompany dated February 24, 1998), loans or capital contributions to, or\ninvestments in, any other person (except for investments in short term interest\nbearing instruments purchased with excess cash of the Company, and for loans,\nadvances, capital contributions or investments between any wholly owned\nSubsidiary of the Company and the Company or another wholly owned Subsidiary of\nthe Company);\n\n      (h) settle or compromise any material suit or claim or material threatened\nsuit or claim;\n\n      (i) other than in the ordinary course of business consistent with past\npractice, (i) modify, amend or voluntarily terminate any contract, (ii) waive,\nrelease, relinquish or assign any contract (or any rights of the Company or any\nof its Subsidiaries thereunder), right or claim, or (iii) cancel or forgive any\nindebtedness owed to the Company or any of its Subsidiaries except for any\nindebtedness relating to goods properly returned to the Company;\n\n      (j) make any tax election not required by law or settle or compromise any\ntax liability, in either case that is material to the Company and its\nSubsidiaries;\n\n      (k) make any material change, other than in the ordinary course of\nbusiness and consistent with past practice or as required by applicable law,\nregulation or change in generally accepted accounting principles, applied by the\nCompany (including tax accounting principles);\n\n      (l) release any person or entity from, or waive any provision of, any\nstandstill agreement to which it is a party or any confidentiality agreement\nbetween it and another person or entity; or\n\n      (m) agree in writing or otherwise to take any of the foregoing actions\nprohibited under Section 6.1 or any action which would cause any representation\nor warranty in this Agreement to be or become untrue or incorrect in any\nmaterial respect.\n\n\n                                       21\n\n\n      SECTION 6.2 Access to Information. From the date of this Agreement until\nthe Effective Time, the Company will, and will cause its Subsidiaries, and each\nof their respective officers, directors, employees, counsel, advisors and\nrepresentatives (collectively, the \"Company Representatives\"), to give Parent\nand Purchaser and their respective officers, employees, counsel, advisors and\nrepresentatives (collectively, the \"Parent Representatives\") reasonable access,\nduring normal business hours, to the offices and other facilities and to the\nbooks and records of the Company and its Subsidiaries and will cause the Company\nRepresentatives and the Company's Subsidiaries to furnish Parent, Purchaser and\nParent Representatives to the extent available with such financial and operating\ndata and such other information with respect to the business and operations of\nthe Company and its Subsidiaries as Parent and Purchaser may from time to time\nreasonably request. Parent will comply with the terms of the Confidentiality\nAgreement (as hereinafter defined).\n\n      SECTION 6.3 Reasonable Best Efforts. Subject to the terms and conditions\nherein provided and to applicable legal requirements, each of the parties hereto\nagrees to use its reasonable best efforts to take, or cause to be taken, all\naction, and to do, or cause to be done, and to assist and cooperate with the\nother parties hereto in doing, as promptly as practicable, all things necessary,\nproper or advisable under applicable laws and regulations to ensure that the\nconditions set forth in Annex I and Article VII are satisfied, to remove any\ninjunctions or other impediments or delays, legal or otherwise and to consummate\nand make effective the transactions contemplated by this Agreement.\n\n      In addition, if at any time prior to the Effective Time any event or\ncircumstance relating to either the Company or Parent and\/or Purchaser or any of\ntheir respective subsidiaries, should be discovered by the Company or Parent, as\nthe case may be, which should be set forth in the Offer Documents, the Proxy\nStatement, the Other Filings, Schedule 14D-1 or Schedule 14D-9, the discovering\nparty will promptly inform the other parties of such event or circumstance. If\nat any time after the Effective Time any further action is necessary or\ndesirable to carry out the purposes of this Agreement, including the execution\nof additional instruments, the proper officers and directors of each party to\nthis Agreement shall take all such necessary or desirable action.\n\n      SECTION 6.4 Consents.\n\n      (a) Each of the parties will, and will cause its Subsidiaries to, use its\nreasonable best efforts to obtain as promptly as practicable all Consents of any\nGovernmental Entity or any other public or private person required in connection\nwith, and waivers of any Violations that may be caused by, the consummation of\nthe transactions contemplated by this Agreement.\n\n      (b) The Company shall obtain as promptly as practicable either a letter of\nNon-Applicability from the New Jersey Department of Environmental Protection\nindicating that the transactions contemplated hereby do not trigger the\nIndustrial Site Recovery Act or a Negative Declaration letter indicating that no\nremedial actions have to be taken at the New Jersey warehouse in connection with\nthe transactions contemplated hereby.\n\n      (c) Each of the Company and Parent shall use its reasonable best efforts\nto file as soon as practicable notifications under the HSR Act and to respond as\npromptly as practicable to any inquiries received from the Federal Trade\nCommission and the Antitrust Division of the Department of Justice for\nadditional information or documentation and to respond as promptly as\npracticable to all inquiries and \n\n\n                                       22\n\n\nrequests received from any State Attorney General or other Governmental Entity\nin connection with antitrust matters. Each of the Company and Parent shall\nfurther take all reasonable actions necessary to file any other forms or\nnotifications which may be required by any foreign Governmental Entity and to\nobtain any approvals which may be required in connection therewith.\n\n      (d) In furtherance and not in limitation of the foregoing, each of Parent\nand the Company shall use its reasonable best efforts to resolve such\nobjections, if any, as may be asserted with respect to the transactions\ncontemplated by this Agreement under any antitrust, competition or trade\nregulatory laws, rules or regulations of any domestic or foreign government or\nGovernmental Entity or any multinational authority (\"Antitrust Laws\"); provided,\nhowever, that nothing in this Agreement shall require, or be construed to\nrequire, Purchaser or any of its affiliates to proffer to, or agree to, sell or\nhold separate and agree to sell, before or after the Effective Time, any\nmaterial assets, businesses, or interest in any assets or businesses of\nPurchaser, the Company or any of their respective affiliates (or to consent to\nany sale, or agreement to sell, by the Company of any of its material assets or\nbusinesses) or to agree to any material changes or restrictions in the\noperations of any such assets or businesses.\n\n      (e) Any party hereto shall promptly inform the others of any material\ncommunication from the United States Federal Trade Commission, the Department of\nJustice or any other domestic or foreign government or governmental or\nmultinational authority regarding any of the transactions contemplated by this\nAgreement. If any party or any affiliate thereof receives a request for\nadditional information or documentary material from any such government or\nauthority with respect to the transactions contemplated by this Agreement, then\nsuch party will endeavor in good faith to make, or cause to be made, as soon as\nreasonably practicable and after consultation with the other party, an\nappropriate response in compliance with such request. Parent will advise the\nCompany promptly in respect of any understandings, undertakings or agreements\n(oral or written) which Parent proposes to make or enter into with the Federal\nTrade Commission, the Department of Justice or any other domestic or foreign\ngovernment or governmental or multinational authority in connection with the\ntransactions contemplated by this Agreement.\n\n      SECTION 6.5 Public Announcements. The mutual press release with respect to\nthe execution of this Agreement shall be a joint press release acceptable to\nParent and the Company. Thereafter, so long as this Agreement is in effect,\nneither Parent and Purchaser, on the one hand, nor the Company, on the other,\nshall issue any press release or otherwise make any public statement with\nrespect to the transactions contemplated by this Agreement without prior\nconsultation with the other party, except as may be required by law or as\ncontemplated by the first clause of Section 6.8(a)(ii) (it being understood and\nagreed that the Company intends to file a Current Report on Form 8-K with\nrespect to the transaction contemplated hereby promptly after the date hereof).\n\n      SECTION 6.6 Indemnification.\n\n      (a) From and after the date hereof, Parent and Purchaser shall indemnify\nand hold harmless each person who is, or has been at any time prior to the date\nhereof or who becomes prior to the Effective Time, an officer, director or\nemployee of the Company or any of its Subsidiaries (collectively, the\n\"Indemnified Parties\" and individually, the \"Indemnified Party\") against all\nlosses, liabilities, expenses, claims or damages in connection with any claim,\nsuit, action, proceeding or investigation based in whole or in part on the fact\nthat such Indemnified Party is or was a director, officer or employee of the\nCompany\n\n\n                                       23\n\n\nor any of its Subsidiaries and arising out of acts or omissions occurring prior\nto and including the Effective Time (including but not limited to the\ntransactions contemplated by this Agreement) to the fullest extent permitted by\nthe GCL, for a period of not less than six years following the Effective Time;\nprovided, however, that in the event any claim or claims are asserted or made\nwithin such six-year period, all rights to indemnification in respect of any\nsuch claim or claims shall continue until final disposition of any and all such\nclaims.\n\n      (b) Parent shall cause the Certificate of Incorporation and By-Laws of the\nSurviving Corporation and its Subsidiaries to include provisions for the\nlimitation of liability of directors and indemnification of the Indemnified\nParties to the fullest extent permitted under applicable law and shall not\npermit the amendment of such provisions in any manner adverse to the Indemnified\nParties, as the case may be, without the prior written consent of such persons,\nfor a period of six years from and after the date hereof.\n\n      (c) Without limitation of the foregoing, in the event any such Indemnified\nParty is or becomes involved in any capacity in any action, proceeding or\ninvestigation in connection with any matter, including, without limitation, the\ntransactions contemplated by this Agreement, occurring prior to, and including,\nthe Effective Time, Parent will pay as incurred such Indemnified Party's legal\nand other expenses (including the cost of any investigation and preparation)\nincurred in connection therewith, subject to the provision by such Indemnified\nParty of an undertaking to reimburse such payments in the event of a final\ndetermination by a court of competent jurisdiction that such Indemnified Party\nis not entitled thereto. Subject to the undertaking to reimburse referred to in\nthe previous sentence, Parent shall pay all expenses, including attorneys' fees,\nthat may be incurred by any Indemnified Party in enforcing the indemnity and\nother obligations provided for in this Section 6.6 or any action involving an\nIndemnified Party resulting from the transactions contemplated by this\nAgreement.\n\n      (d) Any determination to be made as to whether any Indemnified Party has\nmet any standard of conduct imposed by law shall be made by legal counsel\nreasonably acceptable to such Indemnified Party, Parent and the Surviving\nCorporation, retained at Parent's and the Surviving Corporation's expense.\n\n      (e) This Section 6.6 is intended to benefit the Indemnified Parties and\ntheir respective heirs, executors and personal representatives and shall be\nbinding on the successors and assigns of Parent, Purchaser and the Surviving\nCorporation.\n\n      SECTION 6.7 Notification of Certain Matters. Parent and the Company shall\npromptly notify each other of (a) the occurrence or non-occurrence of any fact\nor event which would be reasonably likely (i) to cause any representation or\nwarranty contained in this Agreement to be untrue or inaccurate in any material\nrespect at any time from the date hereof to the Effective Time or (ii) to cause\nany material covenant, condition or agreement under this Agreement not to be\ncomplied with or satisfied in all material respects and (b) any failure of the\nCompany or Parent, as the case may be, to comply with or satisfy any covenant,\ncondition or agreement to be complied with or satisfied by it hereunder in any\nmaterial respect; provided, however, that no such notification shall affect the\nrepresentations or warranties of any party or the conditions to the obligations\nof any party hereunder.\n\n      SECTION 6.8 No Solicitation.\n\n\n                                       24\n\n\n      (a) The Company and its Subsidiaries shall not, and the Company and its\nSubsidiaries shall ensure that their respective officers, directors and\nconsultants (including, but not limited to, investment bankers, attorneys and\naccountants) and will use its best efforts to ensure that its employees,\nrepresentatives and agents do not, directly or indirectly, encourage, solicit,\nparticipate in or initiate discussions or negotiations with, or provide any\ninformation to, any corporation, partnership, person or other entity or group\n(other than Purchaser, any of its affiliates or representatives) concerning any\nproposal or offer to acquire all or a substantial part of the business or\nproperties of the Company or any of its Subsidiaries or any capital stock of the\nCompany or any of its Subsidiaries, whether by merger, tender offer, exchange\noffer, sale of assets or similar transaction involving the Company or any\nSubsidiary, division or operating or principal business unit of the Company (an\n\"Acquisition Proposal\"), except that nothing contained in this Section 6.8 or\nany other provision hereof shall prohibit the Company or the Company's Board\nfrom (i) taking and disclosing to the Company's stockholders a position with\nrespect to a tender or exchange offer by a third party pursuant to Rules 14d-9\nand 14e-2 promulgated under the Exchange Act, or (ii) making such disclosure to\nthe Company's stockholders as, in the good faith judgment of the Board, after\nreceiving advice from Company counsel, is required under applicable law;\nprovided that the Company may not, except as permitted by Section 6.8(b),\nwithdraw or modify its position with respect to the Offer or the Merger or\napprove or recommend, or propose to approve or recommend any Acquisition\nProposal, or enter into any agreement with respect to any Acquisition Proposal.\nExcept as permitted by Section 6.8(b), the Company shall, and shall cause each\nof its Subsidiaries to, immediately cease and cause to be terminated any\nexisting activities, discussions or negotiations by the Company, any of its\nSubsidiaries or any officer, director, employee or affiliate of, or investment\nbanker, attorney, accountant or other advisor or representative of, the Company\nor any of its Subsidiaries with parties conducted heretofore with respect to any\nof the foregoing.\n\n      (b) Notwithstanding the foregoing, the Company may furnish information\nconcerning the Company and its Subsidiaries to any corporation, partnership,\nperson or other entity or group pursuant to appropriate confidentiality\nagreements with terms substantially similar to those contained in the\nConfidentiality Agreement, and may negotiate and participate in discussions and\nnegotiations with such entity or group concerning an Acquisition Proposal if (i)\nsuch entity or group, which has not been solicited by or on behalf of the\nCompany after the date hereof, has submitted a bona fide written proposal to the\nCompany relating to the acquisition of all or substantially all of the business\nor properties of the Company and its subsidiaries or the acquisition of all of\nthe capital stock of the Company with respect to which the Board concludes in\ngood faith, after consulting with a nationally recognized investment banking\nfirm (including but not limited to Salomon Smith Barney), (A) the proposal is\nmore favorable to the Company's stockholders (in their capacities as\nstockholders), from a financial point of view, than the Offer and the Merger and\n(B) the bidder is fully capable of completing the transaction in accordance with\nthe terms of such proposal, and (ii) in the good faith opinion of the Board of\nDirectors of the Company, only after receipt of written advice from legal\ncounsel to the Company, the failure to provide such information or access or to\nengage in such discussions or negotiations would cause the Board of Directors to\nviolate its fiduciary duties to the Company's stockholders under applicable law\n(an Acquisition Proposal which satisfies clauses (i) and (ii) being referred to\nherein as a \"Superior Proposal\"). The Company shall provide reasonable notice to\nPurchaser to the effect that it has received an Acquisition Proposal, including\nits terms and conditions (but excluding the identity of the party or parties\nmaking such Acquisition Proposal, unless the terms and conditions of such\nAcquisition Proposal contains a purchase price that includes stock of such party\nor parties). At any time after 48 hours following notification to Purchaser of\n\n\n                                       25\n\n\nthe Company's intent to do so (which notification shall include the identity of\nthe bidder and the material terms and conditions of the proposal) and if the\nCompany has otherwise complied with the terms of this Section 6.8(b), the Board\nof Directors may withdraw or modify its approval or recommendation of the Offer\nand may cause the Company to enter into an agreement with respect to a Superior\nProposal, provided it shall concurrently with entering into such agreement pay\nor cause to be paid to Purchaser the Termination Fee (as defined below) plus any\namount payable at the time for reimbursement of expenses pursuant to Section\n8.3(b). If the Company shall have notified Purchaser of its intent to enter into\nan agreement with respect to a Superior Proposal in compliance with the\npreceding sentence and has otherwise complied with such sentence, the Company\nmay enter into an agreement with respect to such Superior Proposal (with the\nbidder and on terms no less favorable than those specified in such notification\nto Purchaser) after the expiration of such 48 hour period.\n\n                                   ARTICLE VII\n\n                    CONDITIONS TO CONSUMMATION OF THE MERGER\n\n      SECTION 7.1 Conditions to Each Party's Obligation to Consummate the\nMerger. The respective obligations of Parent, Purchaser and the Company to\nconsummate the Merger and the transactions contemplated hereby are subject to\nthe satisfaction, at or before the Effective Time, of each of the following\nconditions:\n\n      (a) Stockholder Approval. If required by the GCL, the stockholders of the\nCompany shall have duly approved the transactions contemplated by this\nAgreement.\n\n      (b) Injunctions, Illegality. The consummation of the Merger shall not be\nrestrained, enjoined or prohibited by any order, judgment, decree, injunction or\nruling of a court of competent jurisdiction or any Governmental Entity and there\nshall not have been any statute, rule or regulation enacted, promulgated or\ndeemed applicable to the Merger by any Governmental Entity which prevents the\nconsummation of the Merger.\n\n      (c) Purchase of Shares. Parent and\/or Purchaser shall have purchased all\nShares validly tendered and not withdrawn pursuant to the Offer; provided,\nhowever, that this condition shall not be applicable to the obligations of\nParent or Purchaser if Parent and\/or Purchaser fails to purchase Shares tendered\npursuant to the Offer in violation of the terms of this Agreement or the Offer.\n\n                                  ARTICLE VIII\n\n                         TERMINATION; AMENDMENTS; WAIVER\n\n      SECTION 8.1 Termination. This Agreement may be terminated and the Merger\ncontemplated hereby may be abandoned at any time prior to the Effective Time,\nnotwithstanding approval thereof by the stockholders of the Company (with any\ntermination by Parent also being an effective termination by Purchaser):\n\n      (a) by mutual consent of Parent and the Company;\n\n\n                                       26\n\n\n      (b) by Parent or the Company:\n\n      (i) if any court or Governmental Entity shall have issued an order, decree\nor ruling or taken any other action (which order, decree, ruling or other action\nthe parties hereto shall use their reasonable best efforts to lift) restraining,\nenjoining or otherwise prohibiting the Merger and such order, decree, ruling or\nother action shall have become final and nonappealable; or\n\n      (ii) if (x) the Offer shall have expired without any Shares being\npurchased therein or (y) Purchaser shall not have accepted for payment all\nShares tendered pursuant to the Offer by March 31, 1999; provided, however, that\nthe right to terminate this Agreement under this Section 8.1(b)(ii) shall not be\navailable to any party whose failure to fulfill any obligation under this\nAgreement has been the cause of, or resulted in, the failure of Purchaser, to\npurchase the Shares pursuant to the Offer on or prior to such date; or\n\n      (iii) if the Supervisory Board of Wolters Kluwer nv shall not have\napproved the transactions contemplated hereby by June 10, 1998.\n\n      (c) by the Company:\n\n            (i) if Parent and\/or Purchaser fails to commence the Offer as\nprovided in Section 1.1 hereof; provided, that the Company may not terminate\nthis Agreement pursuant to this Section 8.1(c)(i) if the Company is at such time\nin breach of its obligations under this Agreement such as to cause a Material\nAdverse Effect on the Company;\n\n            (ii) in connection with entering into a definitive agreement in\naccordance with Section 6.8(b), provided it has complied with all provisions of\nsuch section, including the notice provisions therein, and that it makes\nsimultaneous payment of the Termination Fee plus any amounts then due as a\nreimbursement of expenses; or\n\n            (iii) if Parent or Purchaser shall have made a material\nmisrepresentation or have breached in any material respect any of their\nrespective representations, covenants or other agreements contained in this\nAgreement, which breach (a) cannot be or has not been cured, in all material\nrespects, within 30 days after the giving of written notice to Parent or\nPurchaser, as applicable, and (b) limits or restricts the ability of Parent or\nPurchaser to consummate the transactions contemplated hereby.\n\n      (d) by Parent:\n\n            (i) if prior to the purchase of Shares pursuant to the Offer, the\nCompany shall have breached any representation, warranty, covenant or other\nagreement contained in this Agreement which (A) would give rise to the failure\nof a condition set forth in paragraph (e) or (f) of Annex I hereto and (B)\ncannot be or has not been cured, in all material respects, within 30 days after\nthe giving of written notice to the Company; or\n\n            (ii) if any event set forth in paragraph (d) of Annex I hereto shall\nhave occurred.\n\n      SECTION 8.2 Effect of Termination. In the event of the termination of this\nAgreement\n\n\n                                       27\n\n\npursuant to Section 8.1, this Agreement shall forthwith become void and have no\neffect, without any liability on the part of any party or its directors,\nofficers or stockholders, other than the provisions of this Section 8.2, Section\n8.3 and the last sentence of Section 6.2, which shall survive any such\ntermination. Nothing contained in this Section 8.2 shall relieve any party from\nliability for any breach of this Agreement or the Confidentiality Agreement.\n\n      SECTION 8.3 Fees and Expenses.\n\n      (a) Except as contemplated by this Agreement, each party hereto shall bear\nits own expenses and costs in connection with this Agreement and the\ntransactions contemplated hereby.\n\n      (b) If\n\n            (w) the Company shall terminate this Agreement pursuant to Section\n8.1(c)(ii) hereof,\n\n            (x) Parent shall terminate this Agreement pursuant to Section\n8.1(d)(ii) hereof,\n\n            (y) either the Company or Parent terminates this Agreement pursuant\nto Section 8.1(b)(ii) and (a) prior thereto there shall have been publicly\nannounced another Acquisition Proposal (provided, however, that solely for\npurposes of this clause (a), the term Acquisition Proposal shall not include (1)\nthe purchase of less than 5% of any class or series of capital stock of the\nCompany if such purchase does not involve an offer to acquire additional shares\nof capital stock of the Company that could cause any person, entity or \"group\"\n(as defined in Section 13(d)(3) of the Exchange Act), other than Purchaser or\nits affiliates or any group of which any of them is a member, to beneficially\nown 5% or more of any such class or series or (2) any purchase of 5% or more of\nany class or series of capital stock of the Company which can properly be\nreported on a Schedule 13G and (b) an Acquisition Proposal pursuant to which any\nPerson acquires all or a substantial part of the business or properties of the\nCompany or any of its Subsidiaries, any of the capital stock (or securities\nexercisable for or convertible into such capital stock) of any of the\nSubsidiaries of the Company or any capital stock (or securities exercisable for\nor convertible into such capital stock) of the Company which represents 20% or\nmore of the equity interest or voting power of the Company shall be consummated\non or prior to March 31, 1999, or\n\n            (z) Parent shall terminate this Agreement pursuant to Section\n8.1(d)(i) hereof and an Acquisition Proposal pursuant to which any Person\nacquires all or a substantial part of the business or properties of the Company\nor any of its Subsidiaries, any of the capital stock (or securities exercisable\nfor or convertible into such capital stock) of any of the Subsidiaries of the\nCompany or any capital stock (or securities exercisable for or convertible into\nsuch capital stock) of the Company which represents 20% or more of the equity\ninterest or voting power of the Company shall be consummated on or prior to\nMarch 31, 1999,\n\nthen, the Company shall pay to Purchaser an amount equal to Seven Million Five\nHundred Thousand Dollars ($7,500,000)(the \"Termination Fee\"), plus an amount\nequal to Purchaser's actual documented reasonable out-of-pocket fees and\nexpenses (including, without limitation, reasonable legal, investment banking,\nfinancing commitment fees and commercial banking fees and expenses) incurred by\nPurchaser and Parent in connection with the due diligence investigation, the\nOffer, the Merger, this Agreement and \n\n\n                                       28\n\n\nthe consummation of the transactions contemplated hereby (the \"Reimbursable\nExpenses\"), which shall be payable by wire transfer of same day funds to an\naccount designated by Purchaser. The Company shall also be obligated to pay to\nPurchaser the Reimbursable Expenses in such manner if Parent shall terminate\nthis Agreement pursuant to Section 8.1(d)(i) hereof (regardless of whether an\nAcquisition Proposal is consummated thereafter). The Termination Fee and\nPurchaser's good faith estimate of its Reimbursable Expenses shall be paid\nconcurrently with any such termination, together with delivery of a written\nacknowledgment by the Company of its obligation to reimburse Purchaser for its\nactual expenses in excess of such estimated expenses payment, except that the\nTermination Fee and such expenses shall be payable in connection with a\ntermination described in clauses (y) or (z) above upon the consummation of an\nAcquisition Proposal referenced in such clauses. All fees and expenses paid\npursuant to this Section shall constitute liquidated damages and the Company\nshall have no further liability to Purchaser or Parent under this Agreement\nafter the payment of such fees and expenses, provided that nothing in this\nsentence shall affect any liability the Company may have to Purchaser or Parent\nunder Stock Purchase Agreements (if any) and the Option Agreement.\n\n      SECTION 8.4 Amendment. This Agreement may be amended by Parent and the\nCompany at any time before or after any approval of this Agreement by the\nstockholders of the Company but, after any such approval, no amendment shall be\nmade which decreases the Purchase Price or changes the form thereof without the\napproval of such stockholders. This Agreement may not be amended except by an\ninstrument in writing signed on behalf of all the parties.\n\n      SECTION 8.5 Extension; Waiver. At any time prior to the Effective Time,\nany party hereto may (i) extend the time for the performance of any of the\nobligations or other acts of any other party hereto, (ii) waive any inaccuracies\nin the representations and warranties contained herein by any other party or in\nany document, certificate or writing delivered pursuant hereto by any other\nparty or (iii) waive compliance with any of the agreements of any other party or\nwith any conditions to its own obligations. Any agreement on the part of any\nparty to any such extension or waiver shall be valid only if set forth in an\ninstrument in writing signed on behalf of such party.\n\n                                   ARTICLE IX\n\n                                  MISCELLANEOUS\n\n      SECTION 9.1 Non-Survival of Representations and Warranties. The\nrepresentations and warranties made in this Agreement shall not survive beyond\nthe Effective Time. The covenants and other agreements contained herein shall\nsurvive in accordance with their respective terms.\n\n      SECTION 9.2 Entire Agreement; Assignment.\n\n      (a) This Agreement (including the documents and the instruments referred\nto herein) and the letter agreement between Salomon Smith Barney, on behalf of\nthe Company, and Wolters Kluwer U.S. Corporation, on its own behalf and for\nParent and its other affiliates, dated April 6, 1998 (the \"Confidentiality\nAgreement\"), constitute the entire agreement and supersede all prior agreements\nand understandings, both written and oral, among the parties with respect to the\nsubject matter hereof and thereof.\n\n      (b) Neither this Agreement nor any of the rights, interests or obligations\nhereunder will be assigned by any of the parties hereto (whether by operation of\nlaw or otherwise) without the prior written consent of the other party (except\nthat Parent may assign its rights and Purchaser may assign its rights, \n\n\n                                       29\n\n\ninterest and obligations to any affiliate or direct or indirect subsidiary of\nParent without the consent of the Company). Subject to the preceding sentence,\nthis Agreement will be binding upon, inure to the benefit of and be enforceable\nby the parties and their respective successors and assigns.\n\n      SECTION 9.3 Validity. The invalidity or unenforceability of any provision\nof this Agreement shall not affect the validity or enforceability of any other\nprovision of this Agreement, each of which shall remain in full force and\neffect.\n\n      SECTION 9.4 Notices. All notices, requests, claims, demands and other\ncommunications hereunder shall be in writing and shall be deemed to have been\nduly given when delivered in person, by overnight courier or facsimile to the\nrespective parties as follows:\n\n      If to Parent or Purchaser:\n\n            Kluwer Boston, Inc.\n            c\/o Kluwer Academic Publishers bv\n            Spuiboulevard 50, 311GR Dordrecht\n            3300 AZ Dordrecht, The Netherlands\n            Attention: Jeffrey K. Smith\n            Fax #: (011)(31)(78) 639-2268\n\n      with a copy to:\n\n            Wolters Kluwer U.S. Corporation\n            161 North Clark Street, 48th Floor\n            Chicago, Illinois  60601-3221\n            Attention: Bruce C. Lenz\n            Fax #: (312) 425-02[cad 220]33 or 0234\n\n      and to:\n\n            Pryor Cashman Sherman &amp; Flynn LLP\n            410 Park Avenue\n            New York, New York  10022\n            Attention: Arnold J. Schaab, Esq.\n            Fax #: (212) 326-0806\n\n      If to the Company:\n\n            Plenum Publishing Corporation\n            233 Spring Street\n            New York, New York 10013\n            Attention: Martin E. Tash\n            Fax #:  (212) 463-0742\n\n      with copies to:\n\n            Bressler, Amery &amp; Ross, P.C.\n            17 State Street\n\n\n                                       30\n\n\n            New York, New York 10004\n            Attention: Bernard Bressler\n\n            Fax #: (212) 425-9337\n\nor to such other address as the person to whom notice is given may have\npreviously furnished to the other in writing in the manner set forth above\n(provided that notice of any change of address shall be effective only upon\nreceipt thereof).\n\n      SECTION 9.5 Governing Law. This Agreement shall be governed by and\nconstrued in accordance with the laws of the State of Delaware, regardless of\nthe laws that might otherwise govern under applicable principles of conflicts of\nlaws thereof.\n\n      SECTION 9.6 Consent to Jurisdiction; Waiver of Immunities. The Company,\nParent and Purchaser irrevocably submit to the jurisdiction of any Delaware\nstate or federal court thereof in any action or proceeding arising out of or\nrelating to this Agreement, and the Company, Parent and Purchaser hereby\nirrevocably agree that all claims in respect of such action or proceeding may be\nheard and determined in such Delaware court or in such federal court. Parent and\nPurchaser hereby irrevocably appoint The Corporation Trust Company (the \"Parent\nProcess Agent\"), with an office on the date hereof at Corporation Trust Center,\n1209 Orange Street, Wilmington, Delaware, as its agent to receive on behalf of\nParent or Purchaser service of copies of the summons and complaint and any other\nprocess which may be served in any such action or proceeding. Such service may\nbe made by mailing or delivering a copy of such process to Parent or Purchaser\nin care of Parent Process Agent at Parent Process Agent's above address, and\nParent and\/or Purchaser hereby irrevocably authorize and direct Parent Process\nAgent to accept such service on their behalf. The Company hereby irrevocably\nappoints The Corporation Trust Company (the \"Company Process Agent\"), with an\noffice on the date hereof at Corporation Trust Center, 1209 Orange Street,\nWilmington, Delaware, as its agent to receive on behalf of the Company service\nof copies of the summons and complaint and any other process which may be served\nin any such action or proceeding. Such service may be made by mailing or\ndelivering a copy of such process to the Company in care of the Company Process\nAgent at the Company Process Agent's above address, and the Company hereby\nirrevocably authorizes and directs the Company Process Agent to accept such\nservice on its behalf. As an alternative method of service, the Company, Parent\nand Purchaser also irrevocably consent to the service of any and all process in\nany such action or proceeding by the mailing of copies of such process to the\nrespective party at its address specified in Section 9.4. The Company, Parent\nand Purchaser agree that a final judgment in any such action or proceeding shall\nbe conclusive and may be enforced in other jurisdictions by suit on the judgment\nor in any other manner provided by law.\n\n      SECTION 9.7 Descriptive Headings. The descriptive headings and captions\nherein are inserted for convenience of reference only and are not intended to be\npart of or to affect the meaning or interpretation of this Agreement.\n\n      SECTION 9.8 Counterparts. This Agreement may be executed in two or more\ncounterparts, each of which shall be deemed to be an original, but all of which\nshall constitute one and the same agreement.\n\n      SECTION 9.9 Parties in Interest. This Agreement shall be binding upon and\ninure solely to the benefit of each party hereto, and, except with respect to\nSections 2.9 and 6.6, nothing in this Agreement, express or implied, is intended\nto confer upon any other person any rights or remedies of any nature whatsoever\nunder or by reason of this Agreement.\n\n\n                                       31\n\n\n      SECTION 9.10 Certain Definitions. As used in this Agreement:\n\n      (a) the term \"Affiliate,\" as applied to any person, shall mean any other\nperson directly or indirectly controlling, controlled by, or under common\ncontrol with, that person. For the purposes of this definition, \"Control\"\n(including, with correlative meanings, the terms \"controlling,\" \"controlled by\"\nand \"under common control with\"), as applied to any person, means the\npossession, directly or indirectly, of the power to direct or cause the\ndirection of the management and policies of that person, whether through the\nownership of voting securities, by contract or otherwise;\n\n      (b) the term \"Person\" shall include individuals, corporations,\npartnerships, trusts, other entities and groups (which term shall include a\n\"group\" as such term is defined in Section 13(d)(3) of the Exchange Act); and\n\n      (c) the term \"Subsidiary\", \"Subsidiaries\" or \"subsidiaries\" means, with\nrespect to Parent, the Company or any other person, any corporation,\npartnership, joint venture or other legal entity of which Parent, the Company or\nsuch other person, as the case may be (either alone or through or together with\nany other subsidiary), owns, directly or indirectly, stock or other equity\ninterests the holders of which are generally entitled to more than 50% of the\nvote for the election of the board of directors or other governing body of such\ncorporation or other legal entity.\n\n      SECTION 9.11 Specific Performance. The parties hereto agree that\nirreparable damage would occur in the event that any of the provisions of this\nAgreement were not performed in accordance with their specific terms or were\notherwise breached. It is accordingly agreed that the parties shall be entitled\nto an injunction or injunctions to prevent breaches of this Agreement and to\nenforce specifically the terms and provisions hereof in any court of the United\nStates or any state having jurisdiction, this being in addition to any other\nremedy to which they are entitled at law or in equity.\n\n                                    * * * * *\n\n      IN WITNESS WHEREOF, each of the parties has caused this Agreement and Plan\nof Merger to be executed on its behalf by its respective officer thereunto duly\nauthorized, all as of the day and year first above written.\n\n                                KLUWER BOSTON, INC.\n\n\n                                By: \/s\/ Jeffrey K. Smith\n                                   -------------------------------\n                                   Name:  Jeffrey K. Smith\n                                   Title: President\n\n\n                                PPC ACQUISITION CORP.\n\n\n                                By: \/s\/ Jeffrey K. Smith\n                                   -------------------------------\n                                   Name:  Jeffrey K. Smith\n                                   Title: President\n\n\n                                   32\n\n\n                                PLENUM PUBLISHING CORPORATION\n\n                                By: \/s\/ Martin E. Tash\n                                   -------------------------------\n                                   Name:  Martin E. Tash\n                                   Title: President and Chairman of the Board\n\n\n                                       33\n\n\n                                     ANNEX I\n\n      Certain Conditions of the Offer. Notwithstanding any other provisions of\nthe Offer, and in addition to (and not in limitation of) Purchaser's rights to\nextend and amend the Offer at any time in its sole discretion (subject to the\nprovisions of the Merger Agreement), Purchaser shall not be required to accept\nfor payment or, subject to any applicable rules and regulations of the SEC,\nincluding Rule 14e-l(c) under the Exchange Act (relating to Purchaser's\nobligation to pay for or return tendered Shares promptly after termination or\nwithdrawal of the Offer), pay for, and may delay the acceptance for payment of\nor, subject to the restriction referred to above, the payment for, any tendered\nShares, and may terminate or amend the Offer as to any Shares not then paid for,\nif (i) any applicable waiting period under the HSR Act has not expired or\nterminated, (ii) the Minimum Condition has not been satisfied, or (iii) at any\ntime on or after the date of the Merger Agreement and before the time of\nacceptance for payment for any such Shares, any of the following events shall\nhave occurred:\n\n      (a) there shall be threatened or pending any suit, action or proceeding by\nany Governmental Entity against Purchaser, Parent, the Company or any Subsidiary\nof the Company (i) seeking to prohibit or impose any material limitations on\nPurchaser's or Parent's ownership or operation (or that of any of their\nrespective Subsidiaries or affiliates) of all or a material portion of their or\nthe Company's businesses or assets (or that of any of its Subsidiaries), or to\ncompel Purchaser or Parent or their respective Subsidiaries and affiliates to\ndispose of or hold separate any material portion of the business or assets of\nthe Company or Parent and their respective Subsidiaries, in each case taken as a\nwhole, (ii) challenging the acquisition by Purchaser or Parent of any Shares\nunder the Offer, seeking to restrain or prohibit the making or consummation of\nthe Offer or the Merger or the performance of any of the other transactions\ncontemplated by the Agreement or the Stock Purchase Agreements, or seeking to\nobtain from the Company, Purchaser or Parent any damages that are material in\nrelation to the Company and its Subsidiaries taken as a whole, (iii) seeking to\nimpose material limitations on the ability of Purchaser, or render Purchaser\nunable, to accept for payment, pay for or purchase some or all of the Shares\npursuant to the Offer and the Merger or (iv) seeking to impose material\nlimitations on the ability of Purchaser or Parent effectively to exercise full\nrights of ownership of the Shares, including, without limitation, the right to\nvote the Shares purchased by it on all matters properly presented to the\nCompany's stockholders or there shall be pending any suit, action or proceeding\nby any Governmental Entity against Purchaser, Parent, the Company or any\nSubsidiary of the Company which is reasonably likely to have a Material Adverse\nEffect on the Company;\n\n      (b) there shall be any statute, rule, regulation, judgment, order or\ninjunction enacted, entered, enforced, promulgated, or deemed applicable,\npursuant to an authoritative interpretation by or on behalf of a Government\nEntity, to the Offer or the Merger, or any other action shall be taken by any\nGovernmental Entity, other than the application to the Offer or the Merger of\napplicable waiting periods under HSR Act, that is reasonably likely to result,\ndirectly or indirectly, in any of the consequences referred to in clauses (i)\nthrough (iv) of paragraph (a) above;\n\n      (c) there shall have occurred any events after the date of the Agreement\nwhich have or will have a Material Adverse Effect on the Company;\n\n      (d) (i) the Board of Directors of the Company or any committee thereof\nshall have withdrawn or modified in a manner adverse to Parent or Purchaser its\napproval or recommendation of the Offer, the Merger or the Agreement, or\napproved or recommended any Acquisition Proposal or (ii) the Company shall have\nentered into any agreement with respect to any Superior Proposal in accordance\nwith Section 6.8(b) of the Agreement;\n\n\n                                       34\n\n\n      (e) the representations and warranties of the Company set forth in the\nAgreement shall not be true and correct, in each case (i) as of the date\nreferred to in any representation or warranty which addresses matters as of a\nparticular date, or (ii) as to all other representations and warranties, as of\nthe date of the Agreement and as of the scheduled expiration of the Offer unless\nthe inaccuracies without giving effect to any materiality or material adverse\neffect qualifications or materiality exceptions contained therein under such\nrepresentations and warranties, taking all the inaccuracies under all such\nrepresentations and warranties together in their entirety, do not result in\nMaterial Adverse Effect on the Company;\n\n      (f) the Company shall have failed to perform any obligation or to comply\nwith any agreement or covenant to be performed or complied with by it (i) under\nSection 6.1 or 6.8 of the Agreement or (ii) under any other agreement or\ncovenant to be performed or complied with by it under the Agreement, unless the\nfailure to so perform or comply would not have a Material Adverse Effect on the\nCompany;\n\n      (g) the Agreement shall have been terminated in accordance with its terms;\n\n      The foregoing conditions are for the benefit of Parent and Purchaser, may\nbe asserted by Parent or Purchaser regardless of the circumstances giving rise\nto any such conditions and may be waived by Parent or Purchaser in whole or in\npart at any time and from time to time in their reasonable discretion, in each\ncase, subject to the terms of the Merger Agreement. The failure by Parent or\nPurchaser at any time to exercise any of the foregoing rights shall not be\ndeemed a waiver of any such right and each such right shall be deemed an ongoing\nright which may be asserted at any time and from time to time.\n\n      The capitalized terms used in this Annex I shall have the meanings set\nforth in the Agreement to which it is annexed, except that the term \"Merger\nAgreement\" shall be deemed to refer to the Agreement to which this Annex I is\nappended.\n\n\n                                       35\n\n\n                                  SCHEDULE 4.8\n\n                                MATERIAL CHANGES\n\n      After March 31, 1998, the Company realized losses of approximately $3.4\nmillion dollars as a result of liquidating its securities portfolio. The only\nremaining investments are 34,825 shares of Gradco Systems, Inc. and an\ninvestment of $1.1 million dollars at cost in Tutor Time Learning Systems stock\nand a note receivable.\n\n\n                                       36\n\n\n                                  SCHEDULE 4.11\n\n                                   LITIGATION\n\n      None.\n\n\n                                       37\n\n\n                                SCHEDULE 4.12(a)\n\n                             EMPLOYEE BENEFIT PLANS\n\n1.    Profit Sharing Plan (effective 1\/1\/89, as amended on 3\/20\/92, 3\/17\/93,\n      5\/16\/94 and 12\/13\/94).\n\n2.    Incentive Compensation Plan for Executive Officers and Key Employees.\n\n3.    Employee Medical Benefit Plan managed by Corporate Healthcare Financing,\n      Inc.\n\n4.    Group Insurance Program providing term life and accidental death and\n      dismemberment coverage - Fortis Benefits Insurance Company (Policy 65121).\n\n5.    See Schedule 4.12(i) for \"golden parachute\" agreements.\n\n6.    Sick pay policy for hourly personnel - 7 days per year.\n\n7.    Severance pay: seven months to one year - 1 week; one year or more - 2\n      weeks.\n\n8.    Travel Insurance - $500,000 Hartford Insurance Co. Policy No. 12ETB108204,\n      Expires May 1, 2000.\n\n\n                                       38\n\n\n                                SCHEDULE 4.12(i)\n\n                        EMPLOYMENT\/TERMINATION AGREEMENTS\n\n      1.    Second Amended Contingent Compensation Agreements dated 8\/1\/96 with\n            the following persons:\n\n                  a.    Martin E. Tash;\n                  b.    Mark Shaw;\n                  c.    Harry Allcock;\n                  d.    Ken Derham;\n                  e.    Ghanshyam Patel.\n\n      2.    Contingent Compensation Contracts dated 8\/1\/96 with the following\n            persons:\n\n                  a.    John Hwang;\n                  b.    Carol Bischoff;\n                  c.    Tom Mulak.\n\n\n                                       39\n\n\n                                SCHEDULE 4.12(j)\n\n                                   LABOR UNION\n\n      At the Company warehouse in Edison, New Jersey the hourly workers are\nrepresented by Local 29, Retail\/Wholesale &amp; Deparment Store Union, AFL-CIO.\n\n\n                                       40\n\n\n                                SCHEDULE 4.14(b)\n\n                                    LICENSES\n\n1.    Translation Rights Agreement dated March 3, 1998 between Plenum Publishing\n      Corporation (\"Plenum\") and Editoriale Armenia (granting license to publish\n      Tao of Immunology).\n\n2.    Firstsearch Electronic Collections Online Agreement dated September 2,\n      1997 between Plenum and OCLC Online Computer Library Center, Incorporated\n      (granting right to make journals available online).\n\n3.    Agreement dated June 17, 1997 between Plenum and Blackwells (granting\n      access to CatchWord journals).\n\n4.    General Agreement dated April 16, 1997 between Plenum and UMI Company\n      (granting license to reproduce and distribute various works).\n\n5.    Rights Agreement dated January 1, 1997 between Plenum and The British\n      Library Board (granting license to use material in journals and other\n      works).\n\n6.    Agreement dated October 31, 1996 between Plenum and Kenneth Marshall\n      (granting license to publish paperback editions of A Sexual Odyssey).\n\n7.    Comprehensive Publisher Photocopy Agreement dated June 28, 1995 between\n      Plenum and Copyright Clearance Center, Inc. (granting right to reproduce\n      and distribute substantially all print publications of Plenum).\n\n8.    Agreement dated March 30, 1990 between Plenum and University Microfilms,\n      Inc. (granting license to reproduce and distribute various works in\n      microform).\n\n9.    Agreement dated April 10, 1989 between Plenum and MacMillan Book Clubs,\n      Inc. (granting book club rights in Comprehensive Handbook of Cognitive\n      Therapy).\n\n10.   Agreement dated February 6, 1986 between Plenum and the Institute for\n      Scientific Information, Inc. (granting license reproduce and distribute\n      two journals).\n\n11.   License Agreement between Plenum and Information Access Company (granting\n      license reproduce and distribute two journals).\n\n12.   Miscellaneous agreements in which Plenum grants permission to reprint a\n      certain number of copies of material owned by Plenum.\n\n13.   License Agreement dated January 21, 1994 between IFI\/Plenum Data\n      Corporation (\"IFI\") and The American Chemical Society (granting license to\n      utilize computer databases).\n\n14.   Database License Agreement dated November 1, 1991 between Maxwell Online,\n      Inc. and IFI (granting license to utilize computer databases).\n\n\n                                       41\n\n\n                                  SCHEDULE 4.16\n\n                              ENVIRONMENTAL MATTERS\n\n      Set forth below is a summary of the file maintained by the New Jersey\nDepartment of Environmental Protection (\"NJDEP\") with respect to real property\nlocated at 200 and 220 McGaw Drive, Edison Township, New Jersey, which Plenum\npurchased on November 16, 1990. The NJDEP file was generated in connection with\nthe action taken by a prior owner, L. Perrigo Company (\"Perrigo\"), to comply\nwith the requirements of the Environmental Cleanup Responsibility Act (\"ECRA\").\nThis Act was subsequently amended and is now known as the Industrial Site\nRecovery Act (\"ISRA\").\n\n      Prior Owners and Operators\n\n      On December 31, 1983, Albert Frassetto purchased the property from I.C.E.\nAssociates. He owned the property until it was sold to Plenum Publishing\nCorporation (\"Plenum\"). The site consists of a warehousing space and two office\nareas located on the main floor and on a mezzanine. From September 1979 through\nAugust 1994 First National State Bank leased the mezzanine area for office\nspace. Thereafter, from September 1984 through December 1989 the New Jersey\nTeachers Academy leased this space.\n\n      ECRA\n\n      The requirements of ECRA are triggered when an \"industrial establishment\"\nterminates, transfers or closes its business activities. Industrial\nestablishments are defined in the statute as places of business which utilize\nhazardous substances and have an Standard Industrial Classification Code (\"SIC\")\nset out in the statute. The statute covers all manufacturing operations and\ncertain other activities. Perrigo intially took the position that the property\nwas not subject to the requirements of ECRA because of the owner's SIC code.\nHowever, this analysis was incorrect because the SIC code of the property is\nbased upon the business operations undertaken at the facility. In this case,\nNJDEP decided that the SIC code for Perrigo, the tenant was 51, an ECRA subject\nactivity.\n\n      In July 1990, Perrigo submitted a request for an Administrative Consent\nOrder (\"ACO\") allowing the termination of activities before the ECRA\ninvestigation and cleanup was completed. The company agreed to establish a\n$500,000 financial assurance to secure its cleanup obligation.\n\n      In October 1990, Perrigo submitted its General Information Submission\n(\"GIS\") and Site Evaluation Submission (\"SES\") forms to the NJDEP. These forms\ngenerally discussed the business activities conducted at the site. In addition,\nthey showed that the primary environmental concern for the property was the\nexistence of two 4,000 gallon underground storage tanks (\"USTs\"). These USTs\nwere used for storage of No. 2 heating oil. No other environmental concerns\nexisted because the facility was used primarily for storage of finished and\npackaged goods.\n\n      Perrigo hired an environmental consultant to handle the closure of the\nUSTs and post-excavation sampling. In its report, the consultant stated that no\nholes were noted in the tanks after they were removed from the ground. Further,\nall post-excavation soil samples were well below the NJDEP's existing cleanup\nlimits. Based on this information, no further action was approved for these\nareas of concern.\n\n\n                                       42\n\n\n      In a Report of Inspection, the NJDEP case manager also requested further\ninformation concerning a hole observed in the facility's wall and floor drains.\nPerrigo was able to resolve these issues by showing that the hole was related to\nstormwater runoff from the roof, and the floor drains emptied to the sanitary\nsewer line.\n\n      Sale of Property to Plenum\n\n      In October 1990, Frassetto advised the NJDEP that a contract to sell the\nproperty to Plenum had been executed. An amendment to the ACO was executed. This\namendment authorized the transaction to close. However, no substantive cleanup\nrequirements were imposed because of its execution.\n\n      On March 26, 1991, Perrigo submitted a Negative Declaration Affidavit\nstating that the cleanup for the property was complete and performed in\naccordance with NJDEP regulatory requirements. This Negative Declaration was\napproved by NJDEP on April 3, 1991. With the issuance of this letter, the ECRA\nreview was closed.\n\n\n                                       43\n\n\n                                  SCHEDULE 4.17\n\n                                    INSURANCE\n\n\n\n                                                     Policy Number 488-30-26-58\n\n-------------------------------------------------------------------------------\n                          COMMON POLICY DECLARATIONS\n                               PREMIUM STATEMENT\n-------------------------------------------------------------------------------\n\nNAMED INSURED:                              PRODUCER:\nPLENUM PUBLISHING CORP.                        HARVEY DANN CO INC\n(SEE AIL 03 #2)                                 122 EAST 42ND STREET\n233 SPRING STREET                               SUITE 1013\nNEW YORK, NY 10013                              NEW YORK, NY\n\n                                                                          10168\n\nPremium Statement for the period from 05\/15\/97 to 05\/15\/98\n\nThis policy consists of the following coverage parts for which a premium is \nindicated. This premium may be subject to adjustment.\n\n<\/pre>\n<table>\n<caption>\n           COVERAGE SECTION                                        PREMIUM<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;         &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<br \/>\n                                               At Inception    1st Anniversary    2nd Anniversary<br \/>\n                                               &#8212;&#8212;&#8212;&#8212;    &#8212;&#8212;&#8212;&#8212;&#8212;    &#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\n<s>                                            <s>              <c>               <c><br \/>\nCommercial Property Coverage Part                   $22.128<\/p>\n<p>Commercial General Liability Coverage Part          $17.253<\/p>\n<p>Commercial Crime Coverage Part         <\/p>\n<p>Commercial Auto Coverage Part                        $6.272<\/p>\n<p>Commercial Umbrella Coverage Part                    $7.302<\/p>\n<p>Commercial Inland Marine Coverage Part               $1.540<\/p>\n<p>Boiler and Machinery Coverage Part<\/p>\n<p>LIBEL COVERAGE PART                                 $21.000<\/p>\n<p>            Total Advance Premium                   $75.495<br \/>\n                                               &#8212;&#8212;&#8212;&#8212;    &#8212;&#8212;&#8212;&#8212;&#8212;    &#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\nSTATE CHARGES                                       $96.35<br \/>\n  (SEE AIL 03 07 86 $003)        <\/p>\n<p><\/c><\/c><\/s><\/s><\/caption>\n<\/table>\n<p>&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\n                             SCHEDULE OF PAYMENTS<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\nSEE CONTINUATION OF PREMIUM STATEMENT. AIL03. FOR SCHEDULE OF PAYMENTS<\/p>\n<p>C P W<\/p>\n<p>AIL 02 07 95                         INSURED                 PREMIUM STATEMENT<\/p>\n<p>                                       44<\/p>\n<p>                                                     Policy Number 298-50-09-89<\/p>\n<p>&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\n                          COMMON POLICY DECLARATIONS<br \/>\n                               PREMIUM STATEMENT<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>NAMED INSURED:                              PRODUCER:<br \/>\nPLENUM PUBLISHING CORP.                        HARVEY DANN CO INC<br \/>\n(SEE AIL 03 #2)                                 122 EAST 42ND STREET<br \/>\n233 SPRING STREET                               SUITE 1013<br \/>\nNEW YORK, NY 10013                              NEW YORK, NY<\/p>\n<p>                                                                          10168<\/p>\n<p>Premium Statement for the period from 05\/15\/97 to 05\/15\/98<\/p>\n<p>This policy consists of the following coverage parts for which a premium is<br \/>\nindicated. This premium may be subject to adjustment.<\/p>\n<table>\n<caption>\n           COVERAGE SECTION                                        PREMIUM<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;         &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<br \/>\n                                               At Inception    1st Anniversary    2nd Anniversary<br \/>\n                                               &#8212;&#8212;&#8212;&#8212;    &#8212;&#8212;&#8212;&#8212;&#8212;    &#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\n<s>                                            <s>              <c>               <c><br \/>\nCommercial Property Coverage Part<\/p>\n<p>Commercial General Liability Coverage Part<\/p>\n<p>Commercial Crime Coverage Part<\/p>\n<p>Commercial Auto Coverage Part                     $2.874<\/p>\n<p>Commercial Umbrella Coverage Part<\/p>\n<p>Commercial Inland Marine Coverage Part<\/p>\n<p>Boiler and Machinery Coverage Part<\/p>\n<p>                     Total Advance Premium        $2.874<br \/>\n                                               &#8212;&#8212;&#8212;&#8212;    &#8212;&#8212;&#8212;&#8212;&#8212;    &#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\nNY VEHICLE FEE                                    $1.00<\/p>\n<p><\/c><\/c><\/s><\/s><\/caption>\n<\/table>\n<p>&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\n                             SCHEDULE OF PAYMENTS<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<\/p>\n<p>C P W<\/p>\n<p>AIL 02 07 86                         INSURED                 PREMIUM STATEMENT<\/p>\n<p>                                       45<\/p>\n<p>Centennial      WORKERS COMPENSATION AND EMPLOYERS LIABILITY<br \/>\nCommercial                   INSURANCE POLICY<br \/>\nInsurance Company<br \/>\nNCII #12149                  Information Page<\/p>\n<p>Rewrite of No.                                          Policy Number<br \/>\nRenewal of No.  401-51-41-93                             401-70-91-24<\/p>\n<p>                                                     (INTRASTATE G16908)<br \/>\nItem 1. INSURED. The Insured and Malling Address:        ID # 910743759<br \/>\nPLENUM PUBLISHING CORP.                                 FEIN 135648711<br \/>\n233 SPRING STREET<br \/>\nNEW YORK, NY 10013                          Other workplaces not shown at left:<\/p>\n<p>\/ \/ INDIVIDUAL         \/ \/ PARTNERSHIP        \/X\/ CORPORATION         \/ \/ OTHER<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\nItem 2. POLICY PERIOD. From: May 15, 1997    To: May 15, 1998  12:01 A.M.<br \/>\n                                             STANDARD TIME AT THE SCHEDULED<br \/>\n                                             MAILING ADDRESS<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\nItem 3. COVERAGE<\/p>\n<p>A.  Workers Compensation Insurance: Part One of the policy applies to the<br \/>\nWorkers Compensation Law of the states listed here:<\/p>\n<p>       DELAWARE                 NEW JERSEY               NEW YORK<br \/>\n       NORTH CAROLINA<\/p>\n<p>B.  Employers Liability Insurance: Part Two of the policy applies to work in<br \/>\n    each state listed in item 3A.<\/p>\n<p>                The Limits of our liability under Part Two are:<\/p>\n<p>Bodily injury by Accident   Bodily Injury by Disease    Bodily Injury by Disease<br \/>\n $100,000 each accident      $500,000 policy limit       $100,000 each employee<\/p>\n<p>C.  Other States Insurance:  Part Three of the policy applies to the states,<br \/>\n    if any, listed here: All states except Nevada, North Dakota, Ohio,<br \/>\n    Washington, West Virginia and states designated in Item 3.A. of the<br \/>\n    Information Page.<\/p>\n<p>D.  This policy includes these endorsements and schedules: SEE G1690B<br \/>\n    SCHEDULE OF ENDORSEMENTS<\/p>\n<p>&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\nItem 4. PREMIUM.  The premium for this policy will be determined by our<br \/>\n                  Manuals of Rules, Classifications, Rates and Rating Plans.<br \/>\n                  All information required below is subject to verification<br \/>\n                  and change by audit.<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<\/p>\n<table>\n<caption>\n                                                                              Price Per<br \/>\n                                        Code           Total Estimated        %100 of      Estimated ANNUAL<br \/>\n Classifications                         No.             ANNUAL                                 Products<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<br \/>\n<s>                                   <c>              <c>                   <c>            <c><br \/>\nSee Extension of information Page                                                                38,172.0<br \/>\nSurcharges and Assessments                                                                        3,796.0<br \/>\nand\/or Filing Fees (SEE G16908)<br \/>\nExpense Constant Charge                                                                           INCLUDE<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<br \/>\nMinimum            Interim            Deposit                                   Total<br \/>\nPremium $850 (NJ)  Adjustments        Premium                                 Estimated         $41,968.0<br \/>\n                                                                                Cost<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<br \/>\n<\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n<p>Representative         Agent or Broker  HARVEY DANN CO INC<br \/>\n                       Office Address<br \/>\n                                       122 EAST 42ND STREET<br \/>\n                                       SUITE 1013<br \/>\n                City, State, Zip Code  NEW YORK, NY          10168<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-<br \/>\nDATE OF ISSUE: JPS: 05\/27\/97           SERVICING OFFICE: NEW YORK<br \/>\n\/ \/ This is a Three Year Fixed Rate Plicy<\/p>\n<p>RENEWED BY POLICY NUMBER<br \/>\n                         CPW     Corporated by \/s\/ Dennis J. Sellers<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;                       &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;<br \/>\n                                                Authorized Signature     Date<\/p>\n<p>2Q 44191-1 (11\/96)    Copyright 1987 National Council on Compensation Insurance<br \/>\nWC 00 00 01A                               INSURED<\/p>\n<p>                                        46<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8537],"corporate_contracts_industries":[9464],"corporate_contracts_types":[9622,9626],"class_list":["post-43105","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-plenum-publishing-corp","corporate_contracts_industries-media__books","corporate_contracts_types-planning","corporate_contracts_types-planning__merger"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43105","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43105"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43105"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43105"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43105"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}