{"id":43149,"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-wolters-kluwer-nv-and-cch.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-and-plan-of-merger-wolters-kluwer-nv-and-cch","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/agreement-and-plan-of-merger-wolters-kluwer-nv-and-cch.html","title":{"rendered":"Agreement and Plan of Merger &#8211; Wolters Kluwer NV and CCH Incorporated"},"content":{"rendered":"<pre>\n                      -----------------------------------\n\n\n\n                          AGREEMENT AND PLAN OF MERGER\n\n\n                                     AMONG\n\n\n                              WOLTERS KLUWER N.V.,\n\n\n                            WK ACQUISITION SUB, INC.\n\n\n                                      AND\n\n\n                                CCH INCORPORATED\n\n\n\n                      -----------------------------------\n\n \n                               TABLE OF CONTENTS\n                               -----------------\n\n                                                           Page\n\n     Parties and Recitals..................................  1\n\n                                   ARTICLE I\n\n                                   THE OFFER\n                                   ---------\n\n\n     Section 1.1  The Offer................................  3\n     Section 1.2  Company Actions..........................  4\n\n                                   ARTICLE II\n\n                                   THE MERGER\n                                   ----------\n     Section 2.1  The Merger...............................  6\n     Section 2.2  Effective Time...........................  7\n     Section 2.3  Effects of the Merger....................  7\n     Section 2.4  Certificate of Incorporation and Bylaws..  7\n     Section 2.5  Directors and Officers...................  7\n     Section 2.6  Conversion of Securities.................  7\n     Section 2.7  Exchange of Certificates.................  8\n     Section 2.8  Dissenting Company Common Shares.........  10\n     Section 2.9  Merger Without Meeting of Stockholders...  10\n     Section 2.10 No Further Ownership Rights in Common\n                    Stock..................................  10\n     Section 2.11 Closing of Company Transfer Books........  11\n     Section 2.12 Further Assurances.......................  11\n\n                                  ARTICLE III\n\n                    REPRESENTATIONS AND WARRANTIES OF PARENT\n                    ----------------------------------------\n\n     Section 3.1  Organization, Standing and Power.........  11\n     Section 3.2  Authority; Non-Contravention.............  12\n     Section 3.3  Offer Documents and Proxy Statement......  14\n     Section 3.4  Financing................................  14\n     Section 3.5  Brokers..................................  15\n\n                                   ARTICLE IV\n\n                 REPRESENTATIONS AND WARRANTIES OF THE COMPANY\n                 ---------------------------------------------\n\n     Section 4.1  Organization, Standing and Power.........  15\n     Section 4.2  Capital Structure........................  15\n     Section 4.3  Authority; Non-Contravention.............  16\n     Section 4.4  SEC Documents............................  18\n \n\n                                      -i-\n\n \n     Section 4.5  Offer Documents and Proxy Statement......  18\n     Section 4.6  Absence of Certain Events................  19\n     Section 4.7  Section 203 of the DGCL..................  19\n     Section 4.8  Taxes....................................  19\n     Section 4.9  Compliance with Applicable Law...........  20\n     Section 4.10 Litigation...............................  21\n     Section 4.11 No Undisclosed Liabilities...............  21\n     Section 4.12 Benefit Plans............................  22\n     Section 4.13 Trademarks, Patents and Copyrights.......  22\n     Section 4.14 Environmental Matters....................  23\n     Section 4.15 Brokers..................................  24\n\n                                   ARTICLE V\n\n                  REPRESENTATIONS AND WARRANTIES REGARDING SUB\n                  --------------------------------------------\n\n     Section 5.1  Organization and Standing................  24\n     Section 5.2  Capital Structure........................  24\n     Section 5.3  Authority; Non-Contravention.............  25\n\n                                   ARTICLE VI\n\n                   COVENANTS RELATING TO CONDUCT OF BUSINESS\n                   -----------------------------------------\n\n     Section 6.1  Conduct of Business by the Company\n                    Pending the Merger.....................  26\n     Section 6.2  No Solicitation..........................  28\n     Section 6.3  Conduct of Business of Sub Pending the\n                    Merger.................................  29\n\n                                  ARTICLE VII\n\n                             ADDITIONAL AGREEMENTS\n                             ---------------------\n\n     Section 7.1  Company Stockholder Approval; Proxy\n                    Statement..............................  29\n     Section 7.2  Access to Information....................  30\n     Section 7.3  Fees and Expenses........................  31\n     Section 7.4  Company Stock Options....................  31\n     Section 7.5  Reasonable Best Efforts..................  32\n     Section 7.6  Public Announcements.....................  32\n     Section 7.7  Real Estate Transfer and Gains Taxes.....  33\n     Section 7.8  State Takeover Laws......................  33\n     Section 7.9  Indemnification; Directors and Officers\n                    Insurance..............................  33\n     Section 7.10 Employee Benefits........................  34\n     Section 7.11 Merit Bonuses; Severance Policy..........  35\n     Section 7.12 Management Contracts.....................  36\n\n                                     -ii-\n\n \n                                 ARTICLE VIII\n\n                              CONDITIONS PRECEDENT\n                              --------------------\n\n     Section 8.1  Conditions to Each Party's Obligation \n                    to Effect the Merger...................  36\n\n                                   ARTICLE IX\n\n                       TERMINATION, AMENDMENT AND WAIVER\n                       ---------------------------------\n\n     Section 9.1  Termination..............................  37\n     Section 9.2  Effect of Termination....................  39\n     Section 9.3  Amendment................................  39\n     Section 9.4  Waiver...................................  40\n\n                                   ARTICLE X\n\n                               GENERAL PROVISIONS\n                               ------------------\n\n     Section 10.1  Non-Survival of Representations and\n                     Warranties............................  40\n     Section 10.2  Notices.................................  40\n     Section 10.3  Interpretation..........................  41\n     Section 10.4  Counterparts............................  41\n     Section 10.5  Entire Agreement; No Third-Party\n                     Beneficiaries.........................  42\n     Section 10.6  Governing Law...........................  42\n     Section 10.7  Assignment..............................  42\n     Section 10.8  Severability............................  42\n     Section 10.9  Enforcement of this Agreement...........  43\n \n     EXHIBIT  A   Conditions of the Offer\n\n                                     -iii-\n\n \n                          AGREEMENT AND PLAN OF MERGER\n                          ----------------------------\n\n\n\n          AGREEMENT AND PLAN OF MERGER, dated as of November 27, 1995 (this\n\"Agreement\"), among Wolters Kluwer N.V., a corporation organized under the laws\nof The Netherlands (\"Parent\"), WK Acquisition Sub, Inc., a Delaware corporation\n(\"Sub\") and a wholly owned subsidiary of Parent, and CCH Incorporated, a\nDelaware corporation (the \"Company\") (Sub and the Company being hereinafter\ncollectively referred to as the \"Constituent Corporations\").\n\n\n                              W I T N E S S E T H:\n                              --------------------\n\n\n          WHEREAS, the respective Boards of Directors of Parent, Sub and the\nCompany have unanimously approved the acquisition of the Company by Parent\npursuant to a tender offer (the \"Offer\") by Sub for all of the outstanding\nshares of Class A Common Stock, par value $1.00 per share (the \"Class A Common\nStock\"), of the Company and all of the outstanding shares of Class B Common\nStock, par value $1.00 per share (the \"Class B Common Stock\" and, together with\nthe Class A Common Stock, the \"Common Stock\") of the Company, at a price of\n$55.50 per share of Common Stock, net to the seller in cash, followed by a\nmerger (the \"Merger\") of Sub with and into the Company upon the terms and\nsubject to the conditions set forth herein;\n\n          WHEREAS, the Board of Directors of the Company has (i) determined that\nthe consideration to be paid for each share of Common Stock in the Offer is fair\nto and in the best interests of the stockholders of the Company, (ii) approved\nand adopted this Agreement and the transactions contemplated hereby, and (iii)\nadopted resolutions unanimously approving the Offer and the Merger and\nrecommending that the Company's stockholders accept the Offer and approve and\nadopt the Merger Agreement;\n\n          WHEREAS, Parent has informed the Company that Parent has required as a\ncondition to entering into this Agreement that certain stockholders of the\nCompany (collectively, \"Stockholders\") enter into a Stock Option and Tender\nAgreement (the \"Option Agreement\") pursuant to which Stockholders have agreed,\namong other things, (i) to tender all of the shares of Common Stock that\nStockholders now own or hereafter acquire (the \"Stockholder Shares\") into the\nOffer, (ii) to grant Parent the\n\n \noption to purchase all of the Stockholder Shares, (iii) to appoint Parent under\ncertain circumstances as Stockholders' proxy to vote the Stockholder Shares that\nare Class A Shares, and (iv) with respect to certain questions put to\nstockholders of the Company for a vote, to vote such Stockholder Shares that are\nClass A Shares, in each case, in accordance with the terms and conditions of the\nOption Agreement; and\n\n          WHEREAS, pursuant to the Merger, each issued and outstanding share of\nCommon Stock not owned directly or indirectly by Parent or the Company will be\nconverted into the right to receive the per share consideration paid pursuant to\nthe Offer.\n\n          NOW, THEREFORE, in consideration of the premises and the\nrepresentations, warranties and agreements herein contained, the parties agree\nas follows:\n\n                                      -2-\n\n \n                                   ARTICLE I\n\n                                   THE OFFER\n                                   ---------\n\n          Section 1.1  The Offer.   (a)  Subject to the provisions of this\n                       ---------                                          \nAgreement, as promptly as practicable but in no event later than five business\ndays after the date hereof, Sub shall, and Parent shall cause Sub to, commence\nthe Offer.  The obligation of Sub to, and of Parent to cause Sub to, commence\nthe Offer and accept for payment, and pay for, any shares of Common Stock\ntendered pursuant to the Offer shall be subject only to the conditions set forth\nin Exhibit A.  Without the prior written consent of the Company, Sub shall not\n(i) waive the Minimum Condition (as defined in Exhibit A), (ii) reduce the\nnumber of shares of Common Stock subject to the Offer, (iii) reduce the price\nper share of Common Stock to be paid pursuant to the Offer, (iv) modify or add\nto the conditions set forth in Exhibit A (other than to waive any conditions to\nthe extent permitted by this Agreement), (v) extend the Offer if all of the\nOffer conditions are satisfied or waived or, in the case of any single\nextension, extend the offer for more than 3 business days, (vi) change the form\nof consideration payable in the Offer, or (vii) otherwise amend, add or waive\nany term or condition of the Offer in any manner that would adversely affect the\nCompany or its stockholders.  The Offer shall not expire prior to January 4,\n1996.  So long as this Agreement is in effect and the Offer conditions have not\nbeen satisfied or waived, Sub shall, and Parent shall cause Sub to, cause the\nOffer not to expire.  Subject to the terms and conditions of the Offer, Sub\nshall, and Parent shall cause Sub to, pay for all shares of Common Stock validly\ntendered and not withdrawn pursuant to the Offer as soon as practicable after\nthe expiration of the Offer.\n\n          (b)  On the date of commencement of the Offer, Parent and Sub shall\nfile with the Securities and Exchange Commission (the \"SEC\") a Tender Offer\nStatement on Schedule 14D-1 with respect to the Offer, which shall contain an\noffer to purchase and a related letter of transmittal and summary advertisement\n(such Schedule 14D-1 and the documents therein pursuant to which the Offer will\nbe made, together with any supplements or amendments thereto, the \"Offer\nDocuments\").  The Company and its counsel shall be given an opportunity to\nreview and comment upon the Offer Documents prior to the filing thereof with the\nSEC.\n\n                                      -3-\n\n \nThe Offer Documents shall comply as to form in all material respects with the\nrequirements of the Securities Exchange Act of 1934, as amended (including the\nrules and regulations promulgated thereunder, the \"Exchange Act\"), and on the\ndate filed with the SEC and on the date first published, sent or given to the\nCompany's stockholders, the Offer Documents shall not 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 were made, not misleading, except that no\nrepresentation is made by Parent or Sub with respect to information supplied by\nthe Company for inclusion in the Offer Documents.  Each of Parent, Sub and the\nCompany agrees promptly to correct any information provided by it for use in the\nOffer Documents if and to the extent that such information shall have become\nfalse or misleading in any material respect, and each of Parent and Sub further\nagrees to take all steps necessary to cause the Offer Documents as so corrected\nto be filed with the SEC and to be disseminated to the Company's stockholders,\nin each case as and to the extent required by applicable Federal securities\nlaws.  Parent and Sub agree to provide the Company and its counsel in writing\nwith any comments Parent, Sub or their counsel may receive from the SEC or its\nstaff with respect to the Offer Documents.\n\n          (c)  Prior to the expiration of the Offer, Parent shall provide or\ncause to be provided to Sub all of the funds necessary to purchase any shares of\nCommon Stock that Sub becomes obligated to purchase pursuant to the Offer.\n\n          Section 1.2  Company Actions.  (a)  The Company hereby approves of and\n                       ---------------                                          \nconsents to the Offer and represents that the Board of Directors of the Company\nhas duly adopted resolutions unanimously approving this Agreement, the Offer and\nthe Merger, determining that the Merger is advisable and that the terms of the\nOffer and Merger are fair to, and in the best interests of, the Company's\nstockholders and recommending that the Company's stockholders accept the Offer\nand that the holders of Class A Common Stock approve the Merger.  The Company\nrepresents that its Board of Directors has received the opinion of Goldman,\nSachs &amp; Co. (the \"Financial Advisor\") that the proposed consideration to be\nreceived by the holders of shares of Common Stock pursuant to the Offer and the\nMerger is fair to such holders.  The Company\n\n                                      -4-\n\n \nhas been authorized by the Financial Advisor to permit, subject to prior review\nand consent by such Financial Advisor (unless such consent is innappropriate\nunder the circumstances), the inclusion of such fairness opinion and a reference\nthereto in the Schedule 14D-9 referred to below, and the Proxy Statement\nreferred to in Section 7.1 and the Information Statement referred to in Section\n3.3.  The Company hereby consents to the inclusion in the Offer Documents of the\nrecommendations of the Company's Board of Directors described in this Section\n1.2(a).\n\n          (b)  On the date the Offer Documents are filed with the SEC, the\nCompany shall file with the SEC a Solicitation\/Recommendation Statement on\nSchedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from\ntime to time, the \"Schedule 14D-9\") and shall mail the Schedule 14D-9 to the\nstockholders of the Company.  Subject to the fiduciary duties of the Board of\nDirectors of the Company under applicable law as determined by the Board of\nDirectors in good faith after consultation with the Company's outside counsel,\nand subject to the terms of this Agreement, the Schedule 14D-9 shall contain the\nrecommendations described in paragraph (a) above.  Parent and its counsel shall\nbe given an opportunity to review and comment upon the Schedule 14D-9 prior to\nthe filing thereof with the SEC.  The Schedule 14D-9 shall comply as to form in\nall material respects with the requirements of the Exchange Act and, on the date\nfiled with the SEC and on the date first published, sent or given to the\nCompany's stockholders, shall not contain any untrue statement of a material\nfact or omit to state any material fact required to be stated therein or\nnecessary in order to make the statements therein, in light of the circumstances\nunder which they were made, not misleading, except that no representation is\nmade by the Company with respect to information supplied by Parent or Sub for\ninclusion in the Schedule 14D-9.  Each of the Company, Parent and Sub agrees\npromptly to correct any information provided by it for use in the Schedule 14D-9\nif and to the extent that such information shall have become false or misleading\nin any material respect, and the Company further agrees to take all steps\nnecessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC\nand disseminated to the holders of shares of Common Stock, in each case as and\nto the extent required by applicable Federal securities laws.  The Company\nagrees to provide Parent and Sub and their counsel in writing with any comments\nthe Company or its counsel may receive\n\n                                      -5-\n\n \nfrom the SEC or its staff with respect to the Schedule 14D-9 promptly after the\nreceipt of such comments.\n\n          (c)  In connection with the Offer, the Company shall cause its\ntransfer agent to furnish Sub with mailing labels containing the names and\naddresses of the record holders of Common Stock as of a recent date and of those\npersons becoming record holders subsequent to such date, together with copies of\nall lists of stockholders, security position listings and computer files and all\nother information in the Company's possession or control regarding the\nbeneficial owners of Common Stock, and shall furnish to Sub such information and\nassistance (including updated lists of stockholders, security position listings\nand computer files) as Sub may reasonably request in communicating the Offer to\nthe Company's stockholders.  Subject to the requirements of law, and except for\nsuch steps as are necessary to disseminate the documents constituting the Offer\nand any other documents necessary to consummate the Merger, Parent and Sub and\neach of their affiliates and associates shall hold in confidence the information\ncontained in any of such labels, lists and files, will use such information only\nin connection with the Offer and the Merger, and, if this Agreement is\nterminated, will promptly deliver to the Company all copies of such information\nthen in their possession.\n\n\n                                   ARTICLE II\n\n                                   THE MERGER\n                                   ----------\n\n          Section 2.1  The Merger.  Upon the terms and subject to the conditions\n                       ----------                                               \nhereof, and in accordance with the General Corporation Law of the State of\nDelaware, as amended (the \"DGCL\"), Sub shall be merged with and into the Company\nat the Effective Time (as hereinafter defined), and Purchaser hereby agrees to\nuse its best efforts to effect such Merger and to take all actions necessary or\ndesirable to effect such Merger.  Following the Merger, the separate corporate\nexistence of Sub shall cease and the Company shall continue as the surviving\ncorporation (the \"Surviving Corporation\") and shall succeed to and assume all\nthe rights and obligations of Sub in accordance with the DGCL.\n\n                                      -6-\n\n \n          Section 2.2  Effective Time.  The Merger shall become effective when\n                       --------------                                         \nthe Certificate of Merger or, if applicable, the Certificate of Ownership and\nMerger (each, the \"Certificate of Merger\"), executed in accordance with the\nrelevant provisions of the DGCL, are accepted for record by the Secretary of\nState of the State of Delaware.  When used in this Agreement, the term\n\"Effective Time\" shall mean the later of the date and time at which the\nCertificate of Merger is accepted for record or such later time established by\nthe Certificate of Merger.  The filing of the Certificate of Merger shall be\nmade as soon as practicable after the satisfaction or waiver of the conditions\nto the Merger set forth herein.\n\n          Section 2.3  Effects of the Merger.  The Merger shall have the effects\n                       ---------------------                                    \nset forth in Section 259 of the DGCL.\n\n          Section 2.4  Certificate of Incorporation and Bylaws.  The Certificate\n                       ---------------------------------------                  \nof Incorporation and Bylaws of Sub, as in effect immediately prior to the\nEffective Time, shall be the Certificate of Incorporation and Bylaws of the\nSurviving Corporation until thereafter changed or amended as provided therein or\nby Certificate of Incorporation and applicable law.\n\n          Section 2.5  Directors and Officers.  The directors of Sub immediately\n                       ----------------------                                   \nprior to the Effective Time shall be the initial directors of the Surviving\nCorporation, each to hold office in accordance with the Certificate of\nIncorporation and Bylaws of the Surviving Corporation, and the officers of the\nCompany immediately prior to the Effective Time shall be the initial officers of\nthe Surviving Corporation, in each case until their resignation or removal or\nuntil their respective successors are duly elected and qualified.\n\n          Section 2.6  Conversion of Securities.  As of the Effective Time, by\n                       ------------------------                               \nvirtue of the Merger and without any action on the part of any stockholder of\nthe Company:\n\n          (a) All shares of Common Stock that are held in the treasury of the\n     Company or by any Subsidiary (as hereinafter defined) of the Company and\n     any shares of Common Stock owned by Parent, Sub or any other Subsidiary of\n     Parent shall be cancelled and retired and\n\n                                      -7-\n\n \n     no consideration shall be delivered in exchange therefor.\n\n          (b)  Each share of Common Stock issued and outstanding immediately\n     prior to the Effective Time (other than shares to be cancelled in\n     accordance with Section 2.6(a) and other than Dissenting Company Common\n     Shares (as defined in Section 2.8)) shall be converted into the right to\n     receive from the Surviving Corporation in cash, without interest, the per\n     share consideration paid in the Offer (the \"Merger Consideration\").  All\n     such shares of Common Stock, when so converted, shall no longer be\n     outstanding and shall automatically be cancelled and retired and each\n     holder of a certificate or certificates (the \"Certificates\") representing\n     any such shares shall cease to have any rights with respect thereto, except\n     the right to receive the Merger Consideration.\n\n          (c)  Each issued and outstanding share of the capital stock of Sub\n     shall be converted into and become one fully paid and nonassessable share\n     of common stock, par value $.01 per share, of the Surviving Corporation.\n\n          Section 2.7  Exchange of Certificates.  (a) Paying Agent.  Parent and\n                       ------------------------       ------------             \nthe Company shall authorize a commercial bank (or such other person or persons\nas shall be acceptable to Parent and the Company) to act as paying agent\nhereunder (the \"Paying Agent\") for the payment of the Merger Consideration upon\nsurrender of Certificates.  All of the fees and expenses of the Paying Agent\nshall be borne by Parent.\n\n          (b)  Surviving Corporation to Provide Funds.  Parent shall take all\n               --------------------------------------                        \nsteps necessary to enable and cause the Surviving Corporation to deposit in\ntrust with the Paying Agent prior to the Effective Time cash in an amount\nnecessary to pay the Merger Consideration for all of the shares of Common Stock\npursuant to Section 2.6.  Such amount shall hereinafter be referred to as the\n\"Exchange Fund.\"  If the amount of cash in the Exchange Fund is insufficient to\npay all of the amounts required to be paid pursuant to Section 2.6 Parent from\ntime to time after the Effective Time shall take all steps necessary to enable\nand cause\n\n                                      -8-\n\n \nthe Surviving Corporation to deposit in trust additional cash with the Paying\nAgent sufficient to make all such payments.\n\n          (c)  Exchange Procedures.  As soon as practicable after the Effective\n               -------------------                                             \nTime, the Paying Agent shall mail to each holder of record of a Certificate,\nother than Parent, the Company and any Subsidiary of Parent or the Company, (i)\na letter of transmittal (which shall specify that delivery shall be effected,\nand risk of loss and title to the Certificates shall pass, only upon actual\ndelivery of the Certificates to the Paying Agent and shall be in a form and have\nsuch other provisions as Parent may reasonably specify) and (ii) instructions\nfor use in effecting the surrender of the Certificates in exchange for the\nMerger Consideration.  Upon surrender of a Certificate for cancellation to the\nPaying Agent or to such other agent or agents as may be appointed by the\nSurviving Corporation, together with such letter of transmittal, duly executed,\nand such other documents as may reasonably be required by the Paying Agent, the\nholder of such Certificate shall be entitled to receive in exchange therefor the\nMerger Consideration and the Certificates so surrendered shall forthwith be\ncancelled.  No interest will be paid or will accrue on the cash payable upon the\nsurrender of any Certificate.  If payment is to be made to a person other than\nthe person in whose name the Certificate so surrendered is registered, it shall\nbe a condition of payment that such Certificate shall be properly endorsed or\notherwise in proper form for transfer and that the person requesting such\npayment shall pay any transfer or other taxes required by reason of such\nCertificate or establish to the satisfaction of the Surviving Corporation that\nsuch tax has been paid or is not applicable.  Until surrendered as contemplated\nby this Section 2.7, each Certificate (other than Certificates representing\nDissenting Company Common Shares and Certificates representing any shares of\nCommon Stock owned by Parent or any Subsidiary of Parent) shall be deemed at any\ntime after the Effective Time to represent only the right to receive upon such\nsurrender the Merger Consideration, without interest, into which the shares of\nCommon Stock theretofore represented by such Certificate shall have been\nconverted pursuant to Section 2.6.  Notwithstanding the foregoing, neither the\nPaying Agent nor any party hereto shall be liable to a former stockholder of the\nCompany for any cash or interest delivered to a public official pursuant to\napplicable abandoned property, escheat or similar laws.  Any portion of the\nExchange Fund that remains unclaimed by\n\n                                      -9-\n\n \nthe stockholders of the Company for one year after the Effective Time shall be\nrepaid to the Surviving Corporation.  Any stockholders of the Company who have\nnot theretofore complied with Article II hereof shall thereafter look only to\nthe Surviving Corporation and Parent for payment of their claim for the Merger\nConsideration, without any interest thereon.\n\n          Section 2.8  Dissenting Company Common Shares.  Notwithstanding any\n                       --------------------------------                      \nprovision of this Agreement to the contrary, if required by the DGCL but only to\nthe extent required thereby, shares of Common Stock which are issued and\noutstanding immediately prior to the Effective Time and which are held by\nholders of such shares of Common Stock who have properly exercised appraisal\nrights with respect thereto in accordance with Section 262 of the DGCL (the\n\"Dissenting Company Common Shares\") will not be exchangeable for the right to\nreceive the Merger Consideration, and holders of such shares of Common Stock\nwill be entitled to receive payment of the appraised value of such shares of\nCommon Stock in accordance with the provisions of such Section 262 unless and\nuntil such holders fail to perfect or effectively withdraw or lose their rights\nto appraisal and payment under the DGCL.  If, after the Effective Time, any such\nholder fails to perfect or effectively withdraws or loses such right, such\nshares of Common Stock will thereupon be treated as if they had been converted\ninto and to have become exchangeable for, at the Effective Time, the right to\nreceive the Merger Consideration, without any interest thereon.  The Company\nwill give Parent prompt notice of any demands received by the Company for\nappraisals of shares of Common Stock.\n\n          Section 2.9  Merger Without Meeting of Stockholders.  Notwithstanding\n                       --------------------------------------                  \nthe foregoing, in the event that Sub, or any other direct or indirect subsidiary\nof Parent, shall acquire at least 90 percent of the outstanding shares of each\nclass of the stock of the Company, the parties hereto agree to take all\nnecessary and appropriate action to cause the Merger to become effective as soon\nas practicable after the expiration of the Offer, but in no event later than six\nbusiness days thereafter, without a meeting of stockholders of the Company, in\naccordance with Section 253 of the DGCL.\n\n          Section 2.10  No Further Ownership Rights in Common Stock.  All cash\n                        -------------------------------------------           \npaid upon the surrender of Certificates in\n\n                                      -10-\n\n \naccordance with the terms hereof shall be deemed to have been issued in full\nsatisfaction of all rights pertaining to the shares of Common Stock.\n\n          Section 2.11  Closing of Company Transfer Books.  At the Effective\n                        ---------------------------------                   \nTime, the stock transfer books of the Company shall be closed and no transfer of\nshares of Common Stock shall thereafter be made.  If, after the Effective Time,\nCertificates are presented to the Surviving Corporation, they shall be cancelled\nand exchanged as provided in this Article II.\n\n          Section 2.12  Further Assurances.  If at any time after the Effective\n                        ------------------                                     \nTime the Surviving Corporation shall consider or be advised that any deeds,\nbills of sale, assignments or assurances or any other acts or things are\nnecessary, desirable or proper (a) to vest, perfect or confirm, of record or\notherwise, in the Surviving Corporation, its right, title or interest in, to or\nunder any of the rights, privileges, powers, franchises, properties or assets of\neither of the Constituent Corporations, or (b) otherwise to carry out the\npurposes of this Agreement, the Surviving Corporation and its proper officers\nand directors or their designees shall be authorized to execute and deliver, in\nthe name and on behalf of either of the Constituent Corporations in the Merger,\nall such deeds, bills of sale, assignments and assurances and do, in the name\nand on behalf of such Constituent Corporations, all such other acts and things\nnecessary, desirable or proper to vest, perfect or confirm its right, title or\ninterest in, to or under any of the rights, privileges, powers, franchises,\nproperties or assets of such Constituent Corporation and otherwise to carry out\nthe purposes of this Agreement.\n\n\n                                  ARTICLE III\n\n                    REPRESENTATIONS AND WARRANTIES OF PARENT\n                    ----------------------------------------\n\n          Parent represents and warrants to the Company as follows:\n\n          Section 3.1  Organization, Standing and Power.  Parent is a\n                       --------------------------------              \ncorporation duly organized, validly existing and in good standing under the laws\nof The Netherlands and has the requisite\n\n                                      -11-\n\n \ncorporate power and authority to carry on its business as now being conducted.\n\n          Section 3.2  Authority; Non-Contravention.  Parent has all requisite\n                       ----------------------------                           \npower and authority to enter into this Agreement and to consummate the\ntransactions contemplated hereby.  The execution and delivery of this Agreement\nby Parent and the consummation by Parent of the transactions contemplated hereby\nhave been duly authorized by all necessary corporate action on the part of\nParent.  This Agreement has been duly executed and delivered by Parent and\n(assuming the valid authorization, execution and delivery of this Agreement by\nthe Company) constitutes a valid and binding obligation of Parent enforceable\nagainst Parent in accordance with its terms, except as enforcement may be\nlimited by bankruptcy, insolvency or similar laws affecting the enforcement of\ncreditors' rights generally and except that the availability of equitable\nremedies, including specific performance, injunction and any other form of\nequitable relief, is subject to the discretion of the court before which\nproceeding therefor may be brought.  The execution and delivery of this\nAgreement do not, and the consummation of the transactions contemplated hereby\nand compliance with the provisions hereof will not, conflict with, or result in\nany violation of, or default (with or without notice or lapse of time, or both)\nunder, or give rise to a right of termination, cancellation or acceleration of\nany obligation or to the loss of a material benefit under, or result in the\ncreation of any lien, security interest, charge or encumbrance upon any of the\nproperties or assets of Parent or any of its Significant Subsidiaries under, any\nprovision of (i) the Charter or Bylaws of Parent (true and complete copies of\nwhich as of the date hereof have been delivered to the Company) or any provision\nof the comparable charter or organizational documents of any of its Significant\nSubsidiaries, (ii) any loan or credit agreement, note, bond, mortgage,\nindenture, lease or other agreement, instrument, permit, concession, franchise\nor license applicable to Parent or any of its Significant Subsidiaries or (iii)\nany judgment, order, decree, statute, law, ordinance, rule or regulation\napplicable to Parent or any of its Significant Subsidiaries or any of their\nrespective properties or assets, other than, in the case of clauses (ii) or\n(iii), any such conflicts, violations, defaults, rights, liens, security\ninterests, charges or encumbrances that, individually or in the\n\n                                      -12-\n\n \naggregate, would not have a Material Adverse Effect on Parent, materially impair\nthe ability of Parent to perform its obligations hereunder or prevent the\nconsummation of any of the transactions contemplated hereby.  No filing or\nregistration with, or authorization, consent or approval of, any domestic\n(federal and state), foreign or supranational court, commission, governmental\nbody, regulatory agency, authority or tribunal (a \"Governmental Entity\") is\nrequired by or with respect to Parent or any of its Significant Subsidiaries in\nconnection with the execution and delivery of this Agreement by Parent or is\nnecessary for the consummation of the Offer, the Merger and the other\ntransactions contemplated by this Agreement, except for (i) in connection, or in\ncompliance, with the Exchange Act, (ii) the filing of the Certificate of Merger\nwith the Secretary of State of the State of Delaware and appropriate documents\nwith the relevant authorities of other states in which the Company is qualified\nto do business, (iii) such filings and consents as may be required under any\nenvironmental, health or safety law or regulation pertaining to any\nnotification, disclosure or required approval triggered by the Offer, the Merger\nor the transactions contemplated by this Agreement, (iv) such filings as may be\nrequired in connection with the Gains Taxes described in Section 7.7, (v) such\nother consents, approvals, orders, authorizations, registrations, declarations\nand filings as may be required under the corporation, takeover or blue sky laws\nof various states, (vi) such filings and approvals as may be required under the\nHart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the\n\"Improvements Act\"), and (vii) such other consents, orders, authorizations,\nregistrations, declarations and filings which (A) may be required under the laws\nof any foreign country or supra-national organization in which the Company or\nany of its Subsidiaries conducts any business or owns any property or assets or\n(B) the failure of which to be obtained or made would not, individually or in\nthe aggregate, have a Material Adverse Effect on Parent, materially impair the\nability of Parent to perform its obligations hereunder or prevent the\nconsummation of any of the transactions contemplated hereby.  For purposes of\nthis Agreement (a) \"Material Adverse Change\" or \"Material Adverse Effect\" means,\nwhen used with respect to Parent, Sub or the Company, as the case may be, any\nchange or effect that is or may be materially adverse to the business, assets,\nor financial condition, or results of operations of Parent and its Significant\nSubsidiaries taken as a whole, Sub, or the Company and its Significant\nSubsidiaries taken\n\n                                      -13-\n\n \nas a whole, as the case may be, (b) \"Subsidiary\" means any significant\ncorporation, partnership, joint venture or other legal entity of which Parent or\nthe Company, as the case may be (either alone or through or together with any\nother Subsidiary), owns, directly or indirectly, 50% or more of the stock or\nother equity interests the holders of which are generally entitled to vote for\nthe election of the board of directors or other governing body of such\ncorporation or other legal entity and (c) \"Significant Subsidiary\" means any\nSignificant Subsidiary within the meaning of Rule 1-02 of Regulation S-X of the\nSEC.\n\n          Section 3.3  Offer Documents and Proxy Statement.  None of the\n                       -----------------------------------              \ninformation to be supplied by Parent or Sub for inclusion or incorporation by\nreference in the Offer Documents, the Schedule 14D-9 or the proxy statement, if\nany, (together with any amendments or supplements thereto, the \"Proxy\nStatement\") relating to the Stockholder Meeting (as defined in Section 7.1) the\ninformation statement, if any, filed by the Company in connection with the\nMerger pursuant to Rule 14C-2 promulgated under the Exchange Act (the\n\"Information Statement\"), will (i) in the case of the Offer Documents, the\nSchedule 14D-9, the Proxy Statement and the Information Statement, at the\nrespective time such documents are filed with the SEC or first published, sent\nor given to the Company's stockholders, or (ii) in the case of the Proxy\nStatement or the Information Statement, at the time of the mailing of either of\nsuch Statements and at the time of the Stockholder Meeting or action by written\nconsent, as the case may be, contain any untrue statement of a material fact or\nomit to state any material fact required to be stated therein or necessary in\norder to make the statements therein, in light of the circumstances under which\nthey are made, not misleading.  If at any time prior to the purchase of shares\nof Common Stock pursuant to the Offer there shall occur any event with respect\nto Parent, its officers and directors or any of its Subsidiaries which is\nrequired to be described in the Offer Documents, such event shall be so\ndescribed, and an amendment or supplement shall be promptly filed with the SEC\nand, as required by law, disseminated to the stockholders of the Company.\n\n          Section 3.4  Financing.  Parent has, or immediately prior to the\n                       ---------                                          \nexpiration of the Offer will have, all of the funds necessary to consummate the\nOffer and the Merger and the\n\n                                      -14-\n\n \ntransactions contemplated hereby on a timely basis and to pay any and all\nrelated fees and expenses.\n\n          Section 3.5  Brokers.  No broker, investment banker or other person,\n                       -------                                                \nother than CS First Boston Corporation, the fees and expenses of which will be\npaid by Parent, is entitled to any broker's, finder's or other similar fee or\ncommission in connection with the transactions contemplated by this Agreement\nbased upon arrangements made by or on behalf of Parent or Sub.\n\n\n                                   ARTICLE IV\n\n                 REPRESENTATIONS AND WARRANTIES OF THE COMPANY\n                 ---------------------------------------------\n\n          The Company represents and warrants to Parent and Sub as follows:\n\n          Section 4.1  Organization, Standing and Power.  The Company and each\n                       --------------------------------                       \nof its Significant Subsidiaries is a corporation duly organized, validly\nexisting and in good standing under the laws of the jurisdiction in which it is\nincorporated and has the requisite corporate power and authority to carry on its\nbusiness as now being conducted.  The Company and each of its Significant\nSubsidiaries is duly qualified to do business, and is in good standing, in each\njurisdiction where the character of its properties owned or held under lease or\nthe nature of its activities makes such qualification necessary, except where\nthe failure to be so qualified would not, individually or in the aggregate, have\na Material Adverse Effect on the Company.\n\n          Section 4.2  Capital Structure.  The authorized capital stock of the\n                       -----------------                                      \nCompany is 80,000,000 shares of Common Stock, consisting of 40,000,000 shares of\nClass A Common Stock and 40,000,000 shares of Class B Common Stock.  At the\nclose of business on November 24, 1995, (i) 16,638,512 shares of Class A Common\nStock were issued and outstanding, (ii) 16,397,122 shares of Class B Common\nStock were issued and outstanding, (iii) 2,000,000 shares of Common Stock were\nreserved for issuance upon the exercise of outstanding Company Stock Options (as\ndefined in Section 7.4) and (iv) 779,690 shares of Class A Common Stock and\n1,021,080 shares of Class B Common Stock were held by the Company in its\ntreasury.  There are no outstanding stock appreciation\n\n                                      -15-\n\n \nrights (\"SARs\") which were not granted in tandem with a related Company Stock\nOption.  All outstanding shares of capital stock of the Company are validly\nissued, fully paid and nonassessable and not subject to preemptive rights.\nExcept for the 1,217,000 Company Stock Options outstanding as of November 24,\n1995, there are no options, warrants, rights, commitments, agreements,\narrangements or undertakings of any kind to which the Company or any of its\nSignificant Subsidiaries is a party or by which any of them is bound obligating\nthe Company or any of its Significant Subsidiaries to issue, deliver or sell, or\ncause to be issued, delivered or sold, additional shares of capital stock or\nother voting securities of the Company or of any of its Significant\nSubsidiaries.  There are no voting trusts or other agreements or understandings\nto which the Company is a party with respect to the voting of the capital stock\nof the Company.\n\n          Section 4.3  Authority; Non-Contravention.  The Board of Directors of\n                       ----------------------------                            \nthe Company has declared the Merger advisable and the Company has all requisite\npower and authority to enter into this Agreement and, subject to approval of the\nMerger by the stockholders of the Company (if required), to consummate the\ntransactions contemplated hereby.  The execution and delivery of this Agreement\nby the Company and the consummation by the Company of the transactions\ncontemplated hereby have been duly authorized by all necessary corporate action\non the part of the Company, subject to such approval of the Merger by the\nstockholders of the Company (if required).  This Agreement has been duly\nexecuted and delivered by the Company and (assuming the valid authorization,\nexecution and delivery of this Agreement by Parent and Sub) constitutes a valid\nand binding obligation of the Company enforceable against the Company in\naccordance with its terms.  Except as set forth in the Company SEC Documents (as\nhereinafter defined) or the letter from the Company to Parent dated the date\nhereof, which letter relates to this Agreement and is designated therein as the\nCompany Disclosure Letter (the \"Company Disclosure Letter\"), the execution and\ndelivery of this Agreement do not, and the consummation of the transactions\ncontemplated hereby and compliance with the provisions hereof will not, conflict\nwith, or result in any violation of, or default (with or without notice or lapse\nof time, or both) under, or give rise to a right of termination, cancellation or\nacceleration of any obligation or to the loss of a material benefit under, or\nresult in the creation of any lien, security interest, charge or encumbrance\nupon any of\n\n                                      -16-\n\n \nthe properties or assets of the Company or any of its Significant Subsidiaries\nunder, any provision of (i) the Certificate of Incorporation or Bylaws of the\nCompany (true and complete copies of which as of the date hereof have been\ndelivered to Parent) or any provision of the comparable charter or organization\ndocuments of any of its Significant Subsidiaries, (ii) any loan or credit\nagreement, note, bond, mortgage, indenture, lease or other agreement,\ninstrument, permit, concession, franchise or license applicable to the Company\nor any of its Significant Subsidiaries or (iii) any judgment, order, decree,\nstatute, law, ordinance, rule or regulation applicable to the Company or any of\nits Significant Subsidiaries or any of their respective properties or assets,\nother than, in the case of clause (ii) or (iii), any such conflicts, violations,\ndefaults, rights, liens, security interests, charges or encumbrances that,\nindividually or in the aggregate, would not have a Material Adverse Effect on\nthe Company, materially impair the ability of the Company to perform its\nobligations hereunder or prevent the consummation of any of the transactions\ncontemplated hereby.  No filing or registration with, or authorization, consent\nor approval of, any Governmental Entity is required by or with respect to the\nCompany or any of its Significant Subsidiaries in connection with the execution\nand delivery of this Agreement by the Company or the consummation by the Company\nof the transactions contemplated hereby, except for (i) in connection or in\ncompliance with the provisions of he Exchange Act, (ii) the filing of the\nCertificate of Merger with the Secretary of State of the State of Delaware and\nappropriate documents with the relevant authorities of other states in which the\nCompany is qualified to do business, (iii) such filings and consents as may be\nrequired under any environmental, health or safety law or regulation pertaining\nto any notification, disclosure or required approval triggered by the Offer, the\nMerger or the transactions contemplated by this Agreement, (iv) such filings as\nmay be required in connection with the Gains Taxes described in Section 7.7, (v)\nsuch consents, approvals, orders, authorizations, registrations, declarations\nand filings as may be required under the corporation, takeover or blue sky laws\nof various states, (vi) such filings and approvals as may be required under the\nImprovements Act, and (vii) such other consents, orders, authorizations,\nregistrations, declarations and filings which (A) may be required under the laws\nof any foreign country or supranational organization in which the Company or any\nof its Subsidiaries conducts any business or owns any property or\n\n                                      -17-\n\n \nassets or (B) the failure of which to be obtained or made would not,\nindividually or in the aggregate, have a Material Adverse Effect on the Company,\nmaterially impair the ability of Company to perform its obligations hereunder or\nprevent the consummation of any of the transactions contemplated hereby.\n\n          Section 4.4  SEC Documents.  The Company has filed all required\n                       -------------                                     \ndocuments with the SEC since January 1, 1993 (the \"Company SEC Documents\").  As\nof their respective dates, the Company SEC Documents complied in all material\nrespects with the requirements of the Securities Act or the Exchange Act, as the\ncase may be, and none of the Company SEC Documents contained any untrue\nstatement of a material fact or omitted to state a material fact required to be\nstated therein or necessary in order to make the statements therein, in light of\nthe circumstances under which they were made, not misleading.  The financial\nstatements of the Company included in the Company SEC Documents comply as to\nform in all material respects with applicable accounting requirements and the\npublished rules and regulations of the SEC with respect thereto, have been\nprepared in accordance with generally accepted accounting principles (except, in\nthe case of unaudited statements, as permitted by Form 10-Q of the SEC) applied\non a consistent basis during the periods involved (except as may be indicated\ntherein or in the notes thereto) and fairly present the consolidated financial\nposition of the Company and its consolidated Subsidiaries as at the dates\nthereof and the consolidated results of their operations and changes in\nfinancial position for the periods then ended (subject, in the case of unaudited\nstatements, to normal year-end audit adjustments and to any other adjustments\ndescribed therein).\n\n          Section 4.5  Offer Documents and Proxy Statement.  None of the\n                       -----------------------------------              \ninformation supplied or to be supplied by the Company for inclusion or\nincorporation by reference in the Offer Documents or the Schedule 14D-9, the\nInformation Statement, if any, the Proxy Statement, if any, or any amendment or\nsupplement thereto, will (i) in the case of the Offer Documents, the Schedule\n14D-9 and the Information Statement, at the respective times such documents are\nfiled with the SEC or first published, sent or given to the Company's\nstockholders, (ii) in the case of the Proxy Statement, if any, at the time of\nthe mailing of the Proxy Statement and at the time of the Stockholder Meeting,\ncontain any untrue statement of a material fact or omit to state any material\nfact required to\n\n                                      -18-\n\n \nbe stated therein or necessary in order to make the statements therein, in the\nlight of the circumstances under which they are made, not misleading.  If at any\ntime prior to the Effective Time any event with respect to the Company, its\nofficers and directors or any of its Subsidiaries should occur which is required\nto be described in an amendment of, or a supplement to, the Proxy Statement or\nthe Offer Documents, such event shall be so described, and such amendment or\nsupplement shall be promptly filed with the SEC and, as required by law,\ndisseminated to the stockholders of the Company.  The Proxy Statement will\ncomply as to form in all material respects with the requirements of the Exchange\nAct.\n\n          Section 4.6  Absence of Certain Events.  Except as may be disclosed in\n                       -------------------------                                \nthe Company Disclosure Letter or in the Company SEC Documents filed with the SEC\nprior to the date hereof, the Company has, in all material respects, conducted\nits business only in, and has not entered into any material transaction (other\nthan the transactions contemplated by this Agreement) other than in accordance\nwith, the ordinary course, and since September 30, 1995, there has not been any\nMaterial Adverse Change with respect to the Company.\n\n          Section 4.7  Section 203 of the DGCL.  The Board of Directors of the\n                       -----------------------                                \nCompany has approved this Agreement and the Option Agreement for all purposes\nunder Section 203 of the DGCL and the Company has heretofore furnished to Parent\na true and correct copy of resolutions duly adopted by the unanimous vote of\nsuch board on November 26, 1995 and such resolutions are in full force and\neffect on the date hereof.  Such action is the only action necessary so that the\nrestrictions on business combinations contained in Section 203 of the DGCL will\nnot apply with respect to or as a result of the Merger or the Option Agreement\nor any of the transactions contemplated herein or therein.\n\n          Section 4.8  Taxes.  Except as may be disclosed in the Company\n                       -----                                            \nDisclosure Letter, (i) the Company and each Significant Subsidiary has filed all\nTax Returns required to have been filed on or before the date hereof; (ii) all\nTaxes shown to be due on the Tax Returns referred in clause (i) have been timely\npaid; (iii) neither the Company nor any Significant Subsidiary has waived any\nstatute of limitations in respect of Taxes of the\n\n                                      -19-\n\n \nCompany or such Subsidiary; (iv) the Tax Returns referred to in clause (i)\nrelating to federal and state income Taxes have been examined by the Internal\nRevenue Service or the appropriate state or appropriate foreign taxing authority\nor the period for assessment of the Taxes in respect of which such Tax Returns\nwere required to be filed has expired; (v) no issues that have been raised in\nwriting by the relevant taxing authority in connection with the examination of\nthe Tax Returns referred to in clause (i) are currently pending; (vi) to the\nbest of the knowledge of the Company, none of the Internal Revenue Service, the\nappropriate state taxing authority or the appropriate foreign tax authority,\nhave proposed any adjustments to tax against the Company or any Subsidiary; and\n(vii) all deficiencies asserted or assessments made as a result of any\nexamination of the Tax Returns referred to in clause (i) by a taxing authority\nhave been paid in full.  For purposes of this Agreement (a) \"Tax\" (and, with\ncorrelative meaning, \"Taxes\" and \"Taxable\") means, when used with respect to\nParent or the Company, as the case may be, any federal, state, local or foreign\nincome, gross receipts, property, sales, use, license, excise, franchise,\nemployment, payroll, withholding, alternative or added minimum, ad valorem,\ntransfer or excise tax, or any other tax, custom, duty, governmental fee or\nother like assessment or charge of any kind whatsoever, together with any\ninterest or penalty, imposed by any governmental authority, and (b) \"Tax Return\"\nmeans any return, report or similar statement required to be filed with respect\nto any Tax (including any attached schedules), including, without limitation,\nany information return, claim for refund, amended return or declaration of\nestimated Tax.\n\n          Section 4.9  Compliance with Applicable Law.  The Company and its\n                       ------------------------------                      \nSubsidiaries hold all material permits, licenses, variances, exemptions, orders\nand approvals of all United States Governmental Entities necessary for the\nlawful conduct of their respective businesses (the \"Company Permits\"), except\nfor failures to hold such permits, licenses, variances, exemptions, orders and\napprovals that would not, individually or in the aggregate, have a Material\nAdverse Effect on the Company.  The Company and its subsidiaries are in\ncompliance with the terms of the Company Permits, except where the failure so to\ncomply would not have a Material Adverse Effect on the Company.  Except as\ndisclosed in the Company SEC Documents, to the best knowledge of the Company,\nthe businesses of the Company and its subsidiaries\n\n                                      -20-\n\n \nare not being conducted in violation of any law, ordinance or regulation of any\nUnited States Governmental Entity, except for violations that, individually or\nin the aggregate, would not have a Material Adverse Effect on the Company or\nprevent or materially delay the consummation of the Offer or the Merger.  Except\nas set forth in the Company Disclosure Letter, as of the date of this Agreement,\nno investigation or review by any United States Governmental Entity with respect\nto the Company or any of its subsidiaries is pending or, to the best knowledge\nof the Company, threatened in writing, other than, in each case, those the\noutcome of which would not be reasonably expected to have a Material Adverse\nEffect on the Company or prevent or materially delay the consummation of the\nOffer or the Merger.\n\n          Section 4.10 Litigation.  Except as disclosed in the Company SEC\n                       ----------                                         \nDocuments or in the Company Disclosure Schedule and except for suits filed in\nconnection with the Offer, there is no suit, claim, action, proceeding or\ninvestigation pending before any United States Governmental Entity or, to the\nbest knowledge of the Company, threatened against the Company or any of its\nsubsidiaries that could reasonably be expected to have a Material Adverse Effect\non the Company.  Except as disclosed in the Company SEC Documents or in the\nCompany Disclosure Letter, neither the Company nor any of its subsidiaries is\nsubject to any outstanding order, writ, injunction or decree that could\nreasonably be expected to have a Material Adverse Effect on the Company.\n\n          Section 4.11 No Undisclosed Liabilities.  Except as and to the extent\n                       --------------------------                              \nset forth in the Company's Annual Report to Stockholders for the year ended\nDecember 31, 1994, or in any subsequently filed document by the Company with the\nSEC prior to the date of this Agreement, neither the Company nor any of its\nsubsidiaries has any liabilities or obligations of any nature, whether or not\naccrued, contingent or otherwise, that would be required by generally accepted\naccounting principles to be reflected on a consolidated balance sheet of the\nCompany and it subsidiaries (including the notes thereto), except for\nliabilities or obligations incurred in the ordinary course of business since\nDecember 31, 1994, that would not, individually or in the aggregate, have a\nMaterial Adverse Effect on the Company.\n\n                                      -21-\n\n \n          Section 4.12 Benefit Plans.  (a) Each \"employee pension benefit plan\"\n                       -------------                                           \n(as defined in Section 3(2) of the Employee Retirement Income Security Act of\n1974, as amended (\"ERISA\")) (a Pension Plan\"), \"employee welfare benefit plan\"\n(as defined in Section 3(1) of ERISA) (a \"Welfare Plan\"), and each other plan,\narrangement or policy (written or oral) relating to stock options, stock\npurchases, compensation, deferred compensation, bonuses, severance, fringe\nbenefits or other employee benefits, in each case maintained or contributed to,\nor required to be maintained or contributed to, by the Company or its\nsubsidiaries for the benefit of any present or former employee, officer or\ndirector (each of the foregoing, a \"Benefit Plan\") has been substantially\nadministered in accordance with its terms.  The Company and its subsidiaries and\nall the Benefit Plans are in compliance in all material respects with the\napplicable provisions of ERISA, the Internal Revenue Code of 1986, as amended\n(the \"Code\"), all other applicable laws and all applicable collective bargaining\nagreements.\n\n          (b) None of the Company or other person or entity that, together with\nthe Company, is treated as a single employer under Section 414 of the Code\n(each, including the Company, a \"Commonly Controlled Entity\") has incurred any\nliability to a Pension Plan under Title IV of ERISA (other than for\ncontributions not yet due) or to the Pension Benefit Guaranty Corporation (other\nthan for payment of premiums not yet due), which liability has not been fully\npaid.\n\n          (c) No Commonly Controlled Entity is required to contribute to any\n\"multiemployer plan\" (as defined in Section 4001(a)(3) of ERISA) or has\nwithdrawn from any multiemployer plan where such withdrawal has resulted or\nwould result in any \"withdrawal liability\" (within the meaning of Section 4201\nof ERISA) that has not been fully paid.\n\n          Section 4.13 Trademarks, Patents and Copyrights.  Except as set forth\n                       ----------------------------------                      \nin the Disclosure Letter, (i) the Company and its subsidiaries own or possess\nadequate licenses or other valid rights to use all patents, patent rights,\ntrademarks, trademark rights, trade names, trade dress, trade name rights,\ncopyrights, servicemarks, trade secrets, applications for trademarks and for\nservicemarks, mask works, know-how and other proprietary rights and information\nused or held for use in connection with the\n\n                                      -22-\n\n \nbusiness of the Company and the subsidiaries as conducted since December 31,\n1993 or as currently conducted, except to the extent that the failure to so own\nor possess would have a Material Adverse Effect, and (ii) the Company is unaware\nof any assertion or claim challenging the validity of any of the foregoing\nwhich, individually or in the aggregate, could have a Material Adverse Effect.\nThe conduct of the business of the Company and the Subsidiaries as conducted\nsince December 31, 1993 and as currently conducted did not and does not conflict\nin any way with any applicable patent, patent right, license, trademark,\ntrademark right, trade dress, trade name, trade name right, service mark, mask\nwork or copyright of any third party that, individually or in the aggregate,\ncould have a Material Adverse Effect on the Company.  There are no infringements\nof any propriety rights owned by or licensed by or to the Company or any\nsubsidiary which, individually or in the aggregate, could have a Material\nAdverse Effect on the Company.  For purposes of this Section 4.12 only, the term\n                                                     ------------               \n\"Material Adverse Effect\" means Material Adverse Effect on the Company in an\namount equal to or greater than $100,000,000.\n\n          Section 4.14 Environmental Matters. (a) For purposes of this\n                       ---------------------                          \nAgreement, the following terms shall have the following meanings:  (i)\n\"Hazardous Substances\" means (A) any asbestos-containing material, petroleum and\n- ---------------------                                                           \npetroleum products, including crude oil and any fractions thereof,(B) any\nhazardous substance, hazardous waste, hazardous material, toxic substance, air\nor water pollutant or contaminant, as those terms are defined by any federal,\nstate or local Environmental Law; (ii) \"Environmental Law\" means any federal,\nstate or local law relating to (A) releases or threatened releases into the\nenvironment of Hazardous Substances; or (B) the generation, emission, discharge\nor release, transport, treatment, storage or disposal of any Hazardous\nSubstances.\n\n          (b) Except as described in the Company Disclosure Letter:  (i) neither\nthe Company nor any subsidiary is in material violation of any Environmental\nLaw; (ii) the Company and each of its subsidiaries has all material permits,\nlicenses and other authorizations required under any Environmental Law and each\nof them is in compliance in all material respects with their requirements; (iii)\nnone of the Company or any of its subsidiaries has received any notice or claim\nsince December 31,\n\n                                      -23-\n\n \n1993, alleging liability for or arising from the off-site disposal of Hazardous\nSubstance and, to the Company's knowledge, neither the Company nor any\nsubsidiary is liable for any off-site contamination caused by a Hazardous\nSubstance; and (iv) neither the Company nor any subsidiary has received any\nnotice of violation with or liability under any Environmental Law which,\nindividually or in the aggregate, would have a Material Adverse Effect on the\nCompany.\n\n          Section 4.15 Brokers.  No broker, investment banker or other person,\n                       -------                                                \nother than Goldman, Sachs &amp; Co. and Dennis P. Ferrel, the fees and expenses of\nwhich will be paid by the Company, is entitled to any broker's, finder's or\nother similar fee or commission in connection with the transactions contemplated\nby this Agreement based upon arrangements made by or on behalf of the Company.\n\n\n                                   ARTICLE V\n\n                  REPRESENTATIONS AND WARRANTIES REGARDING SUB\n                  --------------------------------------------\n\n          Parent and Sub jointly and severally represent and  warrant to the\nCompany as follows:\n\n          Section 5.1  Organization and Standing.  Sub is a corporation duly\n                       -------------------------                            \norganized, validly existing and in good standing under the laws of the State of\nDelaware.  Sub was organized solely for the purpose of acquiring the Company and\nengaging in the transactions contemplated by this Agreement and has not engaged\nin any business since it was incorporated which is not in connection with the\nacquisition of the Company and this Agreement.\n\n          Section 5.2  Capital Structure.  The authorized capital stock of Sub\n                       -----------------                                      \nconsists of 1,000 shares of common stock, par value $.01 per share, all of which\nare validly issued and outstanding, fully paid and nonassessable and are owned\nby Parent free and clear of all liens, claims and encumbrances.\n\n          Section 5.3  Authority; Non-Contravention.  Sub has the requisite\n                       ----------------------------                        \npower and authority to enter into this Agreement and to consummate the\ntransactions contemplated hereby.  The execution\n\n                                      -24-\n\n \nand delivery of this Agreement, the performance by Sub of its obligations\nhereunder and the consummation of the transactions contemplated hereby have been\nduly authorized by its Board of Directors and Parent as its sole stockholder,\nand, except for the corporate filings required by state law, no other corporate\nproceedings on the part of Sub are necessary to authorize this Agreement and the\ntransactions contemplated hereby.  This Agreement has been duly and validly\nexecuted and delivered by Sub and (assuming the due authorization, execution and\ndelivery hereof by the Company) constitutes a valid and binding obligation of\nSub enforceable against Sub in accordance with its terms.  The execution and\ndelivery of this Agreement do not, and the consummation of the transactions\ncontemplated hereby and compliance with the provisions hereof will not, conflict\nwith, or result in any violation of, or default (with or without notice or lapse\nof time, or both) under, or give rise to a right of termination, cancellation or\nacceleration of any obligation or to the loss of a material benefit under, or\nresult in the creation of any lien, security interest, charge or encumbrance\nupon any of the properties or assets of Sub under, any provision of (i) the\nCertificate of Incorporation or Bylaws (true and complete copies of which as of\nthe date hereof have been delivered to the Company) of Sub, (ii) any loan or\ncredit agreement, note, bond, mortgage, indenture, lease or other agreement,\ninstrument, permit, concession, franchise or license applicable to Sub or (iii)\nany judgment, order, decree, statute, law, ordinance, rule or regulation\napplicable to Sub or any of its properties or assets, other than, in the case of\nclauses (ii) or (iii), any such conflicts, violations, defaults, rights, liens,\nsecurity interests, charges or encumbrances that, individually or in the\naggregate, would not have a Material Adverse Effect on Sub, materially impair\nthe ability of Sub to perform its obligations hereunder or prevent the\nconsummation of any of the transactions contemplated hereby.\n\n\n                                   ARTICLE VI\n\n                   COVENANTS RELATING TO CONDUCT OF BUSINESS\n                   -----------------------------------------\n\n          Section 6.1  Conduct of Business by the Company Pending the Merger.\n                       -----------------------------------------------------  \nExcept as otherwise expressly contemplated by this Agreement or as described in\nthe Company Disclosure\n\n                                      -25-\n\n \nLetter, during the period from the date of this Agreement through the Effective\nTime, the Company shall, and shall cause its Subsidiaries to, in all material\nrespects carry on their respective businesses in, and not enter into any\nmaterial transaction other than in accordance with, the regular and ordinary\ncourse and, to the extent consistent therewith, use its reasonable best efforts\nto preserve intact their current business organizations, keep available the\nservices of their current officers and employees and preserve their\nrelationships with customers, suppliers and others having business dealings with\nthem.  Without limiting the generality of the foregoing, and, except as\notherwise expressly contemplated by this Agreement or as described in the\nCompany Disclosure Letter, the Company shall not, and shall not permit any of\nits Subsidiaries to, without the prior written consent of Parent:\n\n          (a)  (x) declare, set aside or pay any dividends on, or make any other\n     actual, constructive or deemed distributions in respect of, any of its\n     capital stock, or otherwise make any payments to stockholders of the\n     Company in their capacity as such, other than (1) ordinary quarterly\n     dividends by the Company consistent with past practice in an amount not in\n     excess of $0.17 1\/2 per share of Common Stock per quarter, the first such\n     dividend to be with a record date no earlier than January 16, 1996, or (2)\n     dividends declared prior to the date of this Agreement;\n\n          (b)  issue, deliver, sell, pledge, award, dispose of or otherwise\n     encumber, or authorize the issuance, delivery, sale, pledge, disposition or\n     other encumbrance of, any shares of its capital stock, any other voting\n     securities or equity equivalent or any securities convertible into, or any\n     rights, warrants or options to acquire, any such shares, voting securities\n     or convertible securities or equity equivalent (other than, in the case of\n     the Company, the issuance of Common Stock during the period from the date\n     of this Agreement through the Effective Time upon the exercise of Company\n     Stock Options outstanding on the date of this Agreement in accordance with\n     their current terms;\n\n          (c)  amend its Certificate of Incorporation or Bylaws;\n\n                                      -26-\n\n \n          (d)  acquire or agree to acquire by merging or consolidating with, or\n     by purchasing a substantial portion of the assets of or equity in, or by\n     any other manner, any business or any corporation, partnership, association\n     or other business organization or division thereof;\n\n          (e)  other than in the ordinary course of business consistent with\n     past practice, sell, lease or otherwise dispose of or agree to sell, lease\n     or otherwise dispose of, any of its assets;\n\n          (f)  incur, assume or prepay any indebtedness for borrowed money or\n     guarantee any such indebtedness or issue or sell any debt securities or\n     guarantee any debt securities of others, except for borrowings or\n     guarantees incurred in the ordinary course of business consistent with past\n     practice;\n\n          (g)  alter through merger, liquidation, reorganization, restructuring\n     or in any other fashion the corporate structure or ownership of any\n     Subsidiary of the Company; or\n\n          (h)  enter into or adopt any employee benefit plans or programs (which\n     if currently existing would come within the definition of Benefit Plans),\n     or amend any existing, Benefit Plan, agreement or arrangement, make any\n     contribution to any Benefit Plans which is disproportionately large when\n     compared to prior contributions made to such Benefit Plan or enter into or\n     amend any employee benefit plan (including without limitation, the Long-\n     Term Incentive Plan) or employment or consulting agreement, grant bonuses\n     or compensation increases except (x) as permitted by Section 7.11 or (y)\n     bonuses or compensation increases associated with Benefit Plans, promotions\n     and regular reviews in the ordinary course of business; or\n\n          (i) except as may be required as a result of a change in law or in\n     generally accepting accounting principles, change any of the accounting\n     practices or principles used by it;\n\n          (j) make any tax election or settle or compromise any federal, state,\n     local or foreign tax liability;\n\n                                      -27-\n\n \n          (k) settle or compromise any pending or threatened suit, action or\n     claim which is material;\n\n          (l) enter into any material contracts or modify, amend, terminate any\n     material contracts;\n\n          (m) take or offer or propose to take, or agree to take in writing or\n     otherwise any of the actions described in Sections 6.1 or any action which\n     would make any of the representations or warranties of the Company\n     contained in this Agreement untrue or incorrect as of the date when made if\n     such action had been taken, or would result in any of the Offer conditions\n     not being satisfied.\n\n          Section 6.2  No Solicitation.  The Company, its affiliates and their\n                       ---------------                                        \nrespective officers, directors, employees, representatives and agents shall\nimmediately cease any existing discussions or negotiations, if any, with any\nparties conducted heretofore with respect to any acquisition or exchange of all\nor any material portion of the assets of, or any equity interest in, the Company\nor any of its subsidiaries or any business combination with the Company or any\nof its subsidiaries.  From and after the date hereof, the Company will not,\ndirectly or indirectly, solicit or initiate any Takeover Proposal (as\nhereinafter defined) from any person, or engage in discussions or negotiations\nrelating thereto (including by way of furnishing information); provided,\n                                                               -------- \nhowever, that (i) the Company may engage in discussions or negotiations with a\n- -------                                                                       \nthird party who seeks to initiate such discussions or negotiations or may\nfurnish such third party information concerning the Company and its business,\nproperties, assets, operating results and prospects, in each case only in\nresponse to a request for such information or access to any person made after\nthe date hereof which was not encouraged, solicited or initiated by the Company\nor any of its affiliates or any of its or their respective officers, directors,\nemployees, representatives or agents after the date hereof, pursuant to\nappropriate confidentiality agreements, (ii) the Company's Board of Directors\nmay take and disclose to the Company's stockholders a position contemplated by\nRule 14e-2(a) promulgated under the Exchange Act and (iii) following receipt of\na Takeover Proposal or offer the Board of Directors of the Company may withdraw\nor modify its recommendation referred to in Section 7.1, but in each case\nreferred to in the foregoing clauses (i) through (iii) only\n\n                                      -28-\n\n \nto the extent that the Board of Directors of the Company shall conclude in good\nfaith after consultation with the Company's outside counsel that such action is\nappropriate in order for the Board of Directors of the Company to act in a\nmanner which is consistent with its fiduciary obligations under applicable law.\nThe Company will promptly notify Parent of its receipt of any proposal or offer.\nAs used in this Agreement, \"Takeover Proposal\" shall mean any proposal or offer,\nother than a proposal or offer by Parent or any of its affiliates, for a tender\nor exchange offer, a merger, consolidation or other business combination\ninvolving the Company or any Subsidiary of the Company or any proposal to\nacquire in any manner a substantial equity interest in, or a substantial portion\nof the assets of, the Company or any of its Subsidiaries or any other\ntransaction the consummation of which could reasonably be expected to impede,\ninterfere with, prevent or materially delay the Offer or the Merger or which\nwould reasonably be expected to dilute materially the benefits to Parent of the\ntransactions contemplated hereby.\n\n          Section 6.3  Conduct of Business of Sub Pending the Merger.  During\n                       ---------------------------------------------         \nthe period from the date of this Agreement through the Effective Time, Sub shall\nnot engage in any activities of any nature except as provided in or contemplated\nby this Agreement.\n\n\n                                  ARTICLE VII\n\n                             ADDITIONAL AGREEMENTS\n                             ---------------------\n\n          Section 7.1  Company Stockholder Approval; Proxy Statement.  (a) If\n                       ---------------------------------------------         \napproval of the Merger by the holders of Class A Common Stock (\"Class A\nHolders\") is required by applicable law, the Company shall either (i) call a\nmeeting of its Class A Holders (the \"Stockholder Meeting\") for the purpose of\nvoting upon the Merger and shall use its reasonable best efforts to obtain Class\nA Holder approval of the Merger or (ii) if the holders of a majority of the\noutstanding shares of Class A Common Stock intend to act by written consent,\ncomply with the requirements of Rule 14c-2 promulgated under the Exchange Act.\nThe Stockholder Meeting, if necessary, shall be held as soon as practicable\nfollowing the purchase of shares of Common Stock pursuant to the Offer and the\nCompany will, through its Board of\n\n                                      -29-\n\n \nDirectors but subject to the fiduciary duties of its Board of Directors under\napplicable law as determined by the Board of Directors in good faith after\nconsultation with the Company's outside counsel, recommend to its Class A\nHolders the approval of the Merger and not rescind its declaration that the\nMerger is advisable.  The record date for the Stockholder Meeting shall be a\ndate subsequent to the date Parent or Sub becomes a record holder of Common\nStock purchased pursuant to the Offer.\n\n          (b)  If required by applicable law, the Company will, as soon as\npracticable following the expiration of the Offer, prepare and file a\npreliminary Proxy Statement or Information Statement, as the case may be, with\nthe SEC and will use its reasonable best efforts to respond to any comments of\nthe SEC or its staff and to cause the Proxy Statement to be mailed to the Class\nA Holders.  The Company will notify Parent of the receipt of any comments from\nthe SEC or its staff and of any request by the SEC or its staff for amendments\nor supplements to the Proxy Statement or for additional information and will\nsupply Parent with copies of all correspondence between the Company or any of\nits representatives, on the one hand, and the SEC or its staff, on the other\nhand, with respect to the Proxy Statement or the Merger.  If at any time prior\nto the approval of this Agreement by the Class A Holders at the Stockholder\nMeeting, if necessary, there shall occur any event that should be set forth in\nan amendment or supplement to the Proxy Statement, the Company will prepare and\nmail to its stockholders such an amendment or supplement.\n\n          (c)  Parent agrees to cause all shares of Class A Common Stock\npurchased pursuant to the Offer and all other shares of Class A Common Stock\nowned by Sub or any other Subsidiary of Parent to be voted in favor of the\napproval of the Merger.\n\n          Section 7.2  Access to Information.  The Company shall, and shall\n                       ---------------------                               \ncause each of its Subsidiaries to, afford to Parent, and to Parent's\naccountants, counsel, financial advisors and other representatives, reasonable\naccess and permit them to make such inspections as they may reasonably require\nduring normal business hours during the period from the date of this Agreement\nthrough the Effective Time to all their respective properties, books, contracts,\ncommitments and records (including the availability of an office at the\nCompany's corporate headquarters\n\n                                      -30-\n\n \nwhere Parent's representatives may work on a day-to-day basis) and, during such\nperiod, the Company shall, and shall cause each of its Subsidiaries to, furnish\npromptly to Parent (i) a copy of each report, schedule, registration statement\nand other document filed by it during such period pursuant to the requirements\nof federal or state laws and (ii) all other information concerning its business,\nproperties and personnel as Parent may reasonably request; provided that no\ninvestigation pursuant to this Section 7.2 or otherwise will affect or be deemed\nto modify any of the representations and warranties made by the Company in this\nAgreement.   In no event shall the Company be requested to supply to Parent, or\nto Parent's accountants, counsel, financial advisors or other representatives,\nany information relating to indications of interest from, or discussions with,\nany other potential acquirors of the Company which were received or conducted\nprior to the date hereof, except to the extent necessary for use in the Offer\nDocuments, the Schedule 14D-9 and the Proxy Statement and\/or the Information\nStatement.  Except as required by law, Parent will hold, and will cause its\naffiliates, associates and representatives to hold, any nonpublic information in\nconfidence until such time as such information otherwise becomes publicly\navailable and shall use its reasonable best efforts to ensure that such\naffiliates, associates and representatives do not disclose such information to\nothers without the prior written consent of the Company.  In the event of\ntermination of this Agreement for any reason, Parent shall promptly return or\ndestroy all nonpublic documents so obtained from the Company or any of its\nSubsidiaries and any copies made of such documents for Parent.\n\n          Section 7.3  Fees and Expenses.  Whether or not the Merger is\n                       -----------------                               \nconsummated, all costs and expenses incurred in connection with this Agreement\nand the transactions contemplated hereby shall be paid by the party incurring\nsuch costs and expenses.\n\n          Section 7.4  Company Stock Options; Tax Gross-Up.  Immediately upon\n                       -----------------------------------                   \nthe consummation of the Offer, all outstanding employee stock options, whether\nor not then fully exercisable or vested, to purchase shares of Common Stock (a\n\"Company Stock Option\") heretofore granted under the Long-Term Incentive Plan\nshall become fully exercisable and vested, and, pursuant to the terms of the\nLong Term Incentive Plan, the Company Stock Options,\n\n                                      -31-\n\n \nshall, upon their surrender to the Company by the holders thereof, be cancelled\nby the Company, and the holders thereof shall receive a cash payment from the\nCompany in an amount equal to the number of shares of Common Stock subject to\neach surrendered option multiplied by the difference between the exercise price\nper share of Common Stock covered by the option and the Merger Consideration.\nNo additional awards shall be granted under the Long Term Incentive Plan.\nParent acknowledges that the Company has resolved to \"gross-up\" certain\nexecutives for excise taxes due on any \"excess parachute payment\" as a result of\nthe acceleration of the vesting of the Company Stock Options (subject to a\nmaximum \"gross-up\" amount of $6,000,000 and undertakes to make such payments to\nthe extent due after the Effective Time.\n\n          Section 7.5  Reasonable Best Efforts.  Upon the terms and subject to\n                       -----------------------                                \nthe conditions set forth in this Agreement, each of the parties agrees to use\nits reasonable best efforts to take, or cause to be taken, all actions, and to\ndo, or cause to be done, and to assist and cooperate with the other parties in\ndoing, all things necessary, proper or advisable to consummate and make\neffective, in the most expeditious manner practicable, the Merger, and the other\ntransactions contemplated by this Agreement, including (a) the obtaining of all\nnecessary actions or non-actions, waivers, consents and approvals from\nGovernmental Entities and the making of all necessary registrations and filings\n(including filings with Governmental Entities) and the taking of all reasonable\nsteps as may be necessary to obtain an approval or waiver from, or to avoid an\naction or proceeding by any Governmental Entity, (b) the obtaining of all\nnecessary consents, approvals or waivers from third parties, (c) the defending\nof any lawsuits or other legal proceedings, whether judicial or administrative,\nchallenging this Agreement or the consummation of the transactions contemplated\nhereby, including seeking to have any stay or temporary restraining order\nentered by any court or other Governmental Entity vacated or reversed, and (d)\nthe execution and delivery of any additional instruments necessary to consummate\nthe transactions contemplated by this Agreement; provided, however, that the\n                                                 --------  -------          \nCompany shall be under no obligation to take any action to the extent that the\nBoard of Directors shall conclude in good faith, after consultation with the\nCompany's outside counsel, that such action could be\n\n                                      -32-\n\n \ninconsistent with the Board of Directors' fiduciary obligations under applicable\nlaw.\n\n          Section 7.6  Public Announcements.  Parent and Sub, on the one hand,\n                       --------------------                                   \nand the Company, on the other hand, will consult with each other before issuing\nany press release or otherwise making any public statements with respect to the\ntransactions contemplated by this Agreement, and shall not issue any such press\nrelease or make any such public statement prior to such consultation, except as\nmay be required by applicable law or by obligations pursuant to any listing\nagreement with any national securities exchange.\n\n          Section 7.7  Real Estate Transfer and Gains Taxes.  Parent and the\n                       ------------------------------------                 \nCompany agree that either the Company or the Surviving Corporation will pay any\nstamp tax, recording tax, sales tax, use tax, real property transfer or gains\ntax, stock transfer tax or similar tax, or any other state or local tax which is\nattributable to the transfer of the beneficial ownership of the Company's or its\nSubsidiaries real property, if any (collectively, the \"Gains Taxes\"), and any\npenalties or interest with respect to the Gains Taxes, payable in connection\nwith the consummation of the Offer or the Merger.  The Company agrees to\ncooperate with Sub in the filing of any returns with respect to the Gains Taxes,\nincluding supplying in a timely manner a complete list of all real property\ninterests held by the Company or its Subsidiaries and any information with\nrespect to such property that is reasonably necessary to complete such returns.\nThe portion of the consideration allocable to the real property of the Company\nand its Subsidiaries shall be determined by Sub or Parent in its reasonable\ndiscretion.  The stockholders of the Company shall be deemed to have agreed to\nbe bound by the allocation established pursuant to this Section 7.7 in the\npreparation of any return with respect to the Gains Taxes.\n\n          Section 7.8  State Takeover Laws.  If any \"fair price\" or \"control\n                       -------------------                                  \nshare acquisition\" statute or other similar statute or regulation shall become\napplicable to the transactions contemplated hereby, the Company and the members\nof the Board of Directors of the Company shall use their reasonable best efforts\nto grant such approvals and take such actions as are necessary so that the\ntransactions contemplated hereby may be consummated as promptly as practicable\non the terms contemplated hereby and\n\n                                      -33-\n\n \notherwise act to minimize the effects of such statute or regulation on the\ntransactions contemplated hereby.\n\n          Section 7.9  Indemnification; Directors and Officers Insurance.  From\n                       -------------------------------------------------       \nand after the Effective Time, Parent agrees to, and to cause the Surviving\nCorporation to, indemnify and hold harmless all past and present officers,\ndirectors, employees and agents of the Company and of its Subsidiaries to the\nfull extent such persons may be indemnified by the Company pursuant to the\nCompany's Certificate of Incorporation and Bylaws as in effect as of the date\nhereof for acts and omissions occurring at or prior to the Effective Time and\nshall advance reasonable litigation expenses incurred by such persons in\nconnection with defending any action arising out of such acts or omissions in\naccordance with the terms and provisions of the Certificate of Incorporation and\nBylaws.  In addition, Parent shall maintain in effect for a period of six years\nthe Company's current directors' and officers' liability insurance covering\nthose persons who are currently covered by such policy (a true and correct copy\nof which has been made available to Parent); provided, however, that in no event\n                                             --------  -------                  \nshall Parent be required to expend in any one year an amount in excess of 150%\nof the annual premiums currently paid by the Company for such insurance which\nthe Company represents is $167,000 for the primary policy; and provided,\n                                                               -------- \nfurther, that if the annual premiums of such insurance coverage exceed such\n- -------                                                                    \namount, Parent shall be obligated to obtain a policy with the greatest coverage\navailable for a cost not exceeding such amount.\n\n          Section 7.10  Employee Benefits.  (a) Until at least December 31,\n                        -----------------                                  \n1996, Parent shall maintain or cause to be maintained employee benefits and\nprograms for retirees, directors, officers and employees of the Company and its\nSubsidiaries that are no less favorable in the aggregate than those being\nprovided to such retirees, directors, officers and employees on the date hereof\ntaking into account that the Company will be a private company without stock\noptions and the like.  On or after January 1, 1997, the retirees, directors,\nofficers and employees of the Company and its Subsidiaries shall be eligible for\nemployee benefits, plans and programs (including but not limited to incentive\ncompensation, deferred compensation, pension, life insurance, medical, profit\nsharing (including 401(k)), severance, salary continuation and fringe benefits)\nwhich are no less favorable in the aggregate than those generally\n\n                                      -34-\n\n \navailable to similarly situated retirees, directors, officers and employees of\nParent and its Significant Subsidiaries in the relevant geographic regions.  For\npurposes of eligibility to participate in and vesting in all benefits provided\nto retirees, directors, officers and employees, retirees, directors, officers\nand employees of the Company and its Subsidiaries will be credited with their\nyears of service with the Company and its Subsidiaries and years of service with\nprior employers to the extent service with prior employers is taken into account\nunder plans of the Company.  Upon termination of any medical plan of the\nCompany, individuals who were directors, officers or employees of the Company or\nits Subsidiaries at the Effective Time shall become eligible to participate in\nthe medical plan of Parent, provided that no condition that was eligible for\n                            --------                                        \ncoverage under any medical plan of the Company at the time of such termination\nshall be excluded from coverage under the medical plan of Parent as a pre-\nexisting condition.  Amounts paid before the Effective Time by retirees,\ndirectors, officers and employees of the Company under any medical plans of the\nCompany shall after the Effective Time be taken into account in applying\ndeductibles and maximum out-of-pocket limits applicable under the medical plan\nof Parent provided as of the Effective Time to the same extent as if such\namounts had been paid under such medical plan of Parent.\n\n          (b)  Parent agrees that the following principles shall apply for\npurposes of determining bonuses for 1995 under the Company's Short Term\nIncentive Plan for 1995: (1) the Compensation Committee's determination to pay\ncertain persons who are employees of the Company or any of its Subsidiaries and\nwho are covered by such plan (other than employees whose employment is\nterminated for any reason for cause on or prior to December 31, 1995) the\nmaximum amount of such bonuses is hereby ratified by Parent; (2) whether any\nbonuses are payable under such plan to other employees and, if so, the amounts\nthereof shall be determined as if the transactions contemplated hereby had not\noccurred and the Company had remained an independent, publicly-owned company\nthrough December 31, 1995, taking into account to the extent reasonably\napplicable the limitations imposed by Section 6.1(a); and (3) any bonuses\npayable pursuant to clause (2) above shall be paid by February 28, 1996.  The\nCompany reasonably estimates that the total amount of such bonuses will not\nexceed $3,000,000.\n\n                                      -35-\n\n \n          (c) Notwithstanding anything herein to the contrary, Parent agrees to\nfulfill any obligations that may arise under any Welfare Plan to provide health\nbenefits to retirees or other arrangements to provide health benefits to\nretirees, in either case, entered into prior to the date hereof.\n\n          Section 7.11  Merit Bonuses; Severance Policy.  (a) From the date\n                        -------------------------------                    \nhereof up to the Effective Time, the Company shall be permitted to offer and pay\nbonuses, in addition to any bonuses or payments pursuant to any existing bonus\nor incentive plans of the Company, payable to officers and employees whose\nperformance and dedication to the Company or its Subsidiaries merits, in the\ndiscretion of the Chief Executive Officer, special compensation (\"Merit\nBonuses\"); provided, however, that the aggregate amount paid by the Company\n           --------  -------                                               \npursuant to such Merit Bonuses shall be no greater than $1,000,000.\n\n          (b) With respect to officers and employees who are or will be\nterminated, Parent shall maintain the Company's severance policy as in effect on\nthe date hereof, or shall replace such policy with a policy providing equal or\nmore favorable compensation, for a period of at least one year from the\nEffective Time.\n\n          (c) Parent shall honor or cause to be honored all existing severance\nwith the Company's officers and employees.\n\n          (d)  Parent and its Subsidiaries shall provide reasonable and\ncustomary outplacement services (\"Outplacement Services\") to officers of the\nCompany and its Subsidiaries who are terminated as a result of, or within\neighteen months following, the Merger, which Outplacement Services provided to\nsuch officer and employees shall include one-on-one counseling and assistance.\n\n          Section 7.12  Management Contracts.  The Company agrees to use its\n                        --------------------                                \nreasonably best efforts to cause the key members of its senior management to\nenter into employment arrangements with the Surviving Corporation on terms and\nconditions satisfactory to Parent and pursuant to which they shall remain as\nemployees of the Surviving Corporation following the Effective Time.\n\n                                      -36-\n\n \n                                 ARTICLE VIII\n\n                              CONDITIONS PRECEDENT\n                              --------------------\n\n          Section 8.1  Conditions to Each Party's Obligation to Effect the\n                       ---------------------------------------------------\nMerger.  The respective obligations of each party to effect the Merger shall be\n- ------                                                                         \nsubject to the fulfillment at or prior to the Effective Time of the following\nconditions:\n\n          (a)  Stockholder Approval.  If approval of the Merger by the Class A\n               --------------------                                           \n     Holders is required by applicable law, the Merger shall have been approved\n     by the requisite vote of such holders.\n\n          (b)  Purchase of Shares of Common Stock.  Sub shall have accepted for\n               ----------------------------------                              \n     payment and paid for the shares of Common Stock properly tendered pursuant\n     to the Offer; provided, however, that this condition will be deemed\n                   --------  -------                                    \n     satisfied with respect to the obligations of Parent and Sub if Sub fails to\n     accept for payment and pay for any shares of Common Stock pursuant to the\n     Offer in violation of the terms of this Agreement or the Offer.\n\n          (c)  No Order.  No Governmental Entity or court of competent\n               --------                                               \n     jurisdiction shall have enacted, issued, promulgated, enforced or entered\n     any law, rule, regulation, executive order, decree or injunction prohibits\n     the consummation of the Merger; provided, however, that the Company, Parent\n                                     --------  -------                          \n     and Sub shall use their reasonable best efforts to have any such order,\n     decree or injunction vacated.\n\n          (d)  Improvements Act Waiting Period.  The applicable waiting period\n               -------------------------------                                \n     under the Improvements Act shall have expired or been terminated.\n\n                                      -37-\n\n \n                                 ARTICLE IX\n\n                       TERMINATION, AMENDMENT AND WAIVER\n                       ---------------------------------\n\n          Section 9.1  Termination.  This Agreement may be terminated at any\n                       -----------                                          \ntime prior to the Effective Time, whether before or after any approval by the\nstockholders of the Company:\n\n          (a)  by mutual written consent of Parent and the Company;\n\n          (b)  by the Company if:\n\n          (i)  the Offer has not been timely commenced in accordance with\n     Section 1.1(a); or\n\n          (ii) the Offer shall expire or is terminated without any shares of\n     Common Stock being purchased thereunder due to the conditions set forth in\n     Exhibit A (other than the Minimum Condition) failing to be met; or\n\n          (iii) there is an offer to acquire all of the outstanding shares of\n     Common Stock or substantially all of the assets of the Company for\n     consideration that provides stockholders of the Company a value per share\n     of Common Stock which, in the good faith judgment of the Board of Directors\n     of the Company, provides a higher value per share than the consideration\n     per share pursuant to the Offer or the Merger and as a result of which, the\n     Board of Directors of the Company is obligated in accordance with its\n     fiduciary duty under applicable law, as advised by its counsel, to\n     terminate this Agreement; or\n\n          (iv) there has been (y) a material breach by Parent or Sub of any\n     representation or warranty that is not qualified as to materiality or (z) a\n     breach by Parent or Sub of any representation or warranty that is qualified\n     as to materiality, in each case which breach has not been cured within five\n     business days following receipt by Parent or Sub of notice of the breach;\n     or\n\n          (v) Parent or Sub fails to comply in any material respect with any of\n     its material obligations or covenants\n\n                                      -38-\n\n \n     contained herein which failure to perform is incapable of being cured or\n     has not been cured within five (5) business days following receipt by\n     Parent or Sub of written notice of the failure to perform.\n\n          (c)  by either Parent or the Company if:\n\n          (i) the Merger has not been effected on or prior to the close of\n     business on May 31, 1996; provided, however, that the right to terminate\n                               --------  -------                             \n     this Agreement pursuant to this clause shall not be available (y) to Parent\n     if Sub or any affiliate of Sub acquires shares of Common Stock pursuant to\n     the Offer, or (z) to any party whose failure to fulfill any obligation of\n     this Agreement has been the cause of, or resulted in, the failure of the\n     Merger to have occurred on or prior to the aforesaid date; or\n\n          (ii) any court of competent jurisdiction or any governmental,\n     administrative or regulatory authority, agency or body shall have issued an\n     order, decree or ruling or taken any other action permanently enjoining,\n     restraining or otherwise prohibiting the transactions contemplated by this\n     Agreement and such order, decree, ruling or other action shall have become\n     final and nonappealable; or\n\n          (iii) if the stockholders of the Company fail to give any approval\n     required by applicable law; or\n\n          (iv) if as the result of the failure of any of the conditions set\n     forth in Exhibit A hereto (except for the Minimum Condition), the Offer\n     shall have terminated or expired in accordance with its terms without Sub\n     having purchased any shares of Common Stock pursuant to the Offer or\n     pursuant to the Option Agreement in accordance with its terms; provided,\n                                                                    -------- \n     however, that the right to terminate this Agreement pursuant to this\n     -------                                                             \n     Section 9.1(c)(v) shall not be available to any party whose failure to\n     fulfill any of its obligations under this Agreement results in the failure\n     of any such condition.\n\n          (d) By Parent if the Board of Directors of the Company shall have\n     failed to recommend, or withdrawn, modified or amended in any material\n     respect its approval or\n\n                                      -39-\n\n \n     recommendations of the Offer or the Merger or shall have resolved to do any\n     of the foregoing.\n\n          Section 9.2  Effect of Termination.  In the event of termination of\n                       ---------------------                                 \nthis Agreement by either Parent or the Company, as provided in Section 9.1, this\nAgreement shall forthwith become void and there shall be no liability hereunder\non the part of the Company, Parent or Sub or their respective officers or\ndirectors (except as set forth in the last two sentences of Section 7.2 and\nexcept for Section 7.3, which shall survive the termination); provided, however,\n                                                              --------  ------- \nthat nothing contained in this Section 9.2 shall relieve any party hereto from\nany liability for any breach of this Agreement.\n\n          Section 9.3  Amendment.  This Agreement may be amended by the parties\n                       ---------                                               \nhereto, by or pursuant to action taken by their respective Boards of Directors,\nat any time before or after any approval of the Merger by the Class A Holders of\nthe Company but, after the purchase of any shares of Common Stock pursuant to\nthe Offer, no amendment shall be made which decreases the Merger Consideration\nor which in any way materially adversely affects the rights of stockholders of\nthe Company, without the further approval of such stockholders.  This Agreement\nmay not be amended except by an instrument in writing signed on behalf of each\nof the parties hereto.\n\n          Section 9.4  Waiver.  At any time prior to the Effective Time, the\n                       ------                                               \nparties hereto may (i) extend the time for the performance of any of the\nobligations or other acts of the other parties hereto, (ii) waive any\ninaccuracies in the representations and warranties contained herein or in any\ndocument delivered pursuant hereto and (iii) waive compliance with any of the\nagreements or conditions contained herein which may legally be waived.  Any\nagreement on the part of a party hereto to any such extension or waiver shall be\nvalid only if set forth in an instrument in writing signed on behalf of such\nparty.\n\n                                      -40-\n\n \n                                   ARTICLE X\n\n                              GENERAL PROVISIONS\n                              ------------------\n\n          Section 10.1  Non-Survival of Representations and Warranties.  None of\n                        ----------------------------------- ----------          \nthe representations and warranties in this Agreement or in any instrument\ndelivered pursuant to this Agreement shall survive the Effective Time.\n\n          Section 10.2  Notices.  All notices and other communications hereunder\n                        -------                                                 \nshall be in writing and shall be deemed given if delivered personally, sent by\novernight courier or telecopied (with a confirmatory copy sent by overnight\ncourier) to the parties at the following addresses (or at such other address for\na party as shall be specified by like notice):\n\n          (a)  if to Parent or Sub, to:\n          \n          Hans E.M. van Dinter\n          Wolters Kluwer\n          Stadhouderskade 1\n          1000 AV Amsterdam\n          The Netherlands\n          Telefax: 31 20 607 04 16\n          \n          with a copy to:\n          \n          Arnold J. Schaab, Esq.\n          Pryor, Cashman, Sherman &amp; Flynn\n          410 Park Avenue\n          New York, NY  10022\n          \n          (b) if to the Company, to:\n          \n          Oakleigh Thorne\n          CCH Incorporated\n          2700 Lake Cook Road\n          Riverwoods, Illinois 60015\n          \n          with a copy to:\n          \n          Mary Ann Hynes\n          CCH Incorporated\n          2700 Lake Cook Road\n          Riverwoods, Illinois 60015\n          \n          and\n          \n\n                                      -41-\n\n \n          Deirdre von Moltke\n          Sidley &amp; Austin\n          One First National Plaza\n          Chicago, Illinois  60603\n          \n          and a copy to:\n          \n          Douglas A. Doetsch\n          Mayer, Brown &amp; Platt\n          190 S. LaSalle Street\n          Chicago, IL  60603\n\n          Section 10.3  Interpretation.  When a reference is made in this\n                        --------------                                   \nAgreement to a Section, such reference shall be to a Section of this Agreement\nunless otherwise indicated.  The table of contents and headings contained in\nthis Agreement are for reference purposes only and shall not affect in any way\nthe meaning or interpretation of this Agreement.  Whenever the words \"include,\"\n\"includes\" or \"including\" are used in this Agreement, they shall be deemed to be\nfollowed by the words \"without limitation.\"\n\n          Section 10.4  Counterparts.  This Agreement may be executed in\n                        ------------                                    \ncounterparts, all of which shall be considered one and the same agreement and\nshall become effective when one or more counterparts have been signed by each of\nthe parties and delivered to the other parties.\n\n          Section 10.5  Entire Agreement; No Third-Party Beneficiaries.  This\n                        ----------------------------------------------       \nAgreement, including the documents and instruments referred to herein, (a)\nconstitutes the entire agreement and supersedes all prior agreements and\nunderstandings, both written and oral, among the parties with respect to the\nsubject matter hereof and (b) except for the provisions of Sections 7.9, 7.10(b)\nand 7.11(a), (b)(only with respect to officers) and (d), is not intended to\nconfer upon any person other than the parties any rights or remedies hereunder.\n\n          Section 10.6  Governing Law.  This Agreement shall be governed by, and\n                        -------------                                           \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                                      -42-\n\n \n          Section 10.7  Assignment.  Neither this Agreement nor any of the\n                        ----------                                        \nrights, interests or obligations hereunder shall be assigned by any of the\nparties without the prior written consent of the other parties, except that Sub\nmay assign, in its sole discretion, any of or all its rights, interests and\nobligations under this Agreement to Parent or to any direct or indirect wholly\nowned subsidiary of Parent, but no such assignment shall relieve Sub of any of\nits obligations hereunder.  Subject to the preceding sentence, this Agreement\nshall be binding upon, inure to the benefit of, and be enforceable by, the\nparties and their respective successors and assigns.\n\n          Section 10.8  Severability.  If any term or other provision of this\n                        ------------                                         \nAgreement is invalid, illegal or incapable of being enforced by any rule of law,\nor public policy, all other conditions and provisions of this Agreement shall\nnevertheless remain in full force and effect so long as the economic or legal\nsubstance of the transactions contemplated hereby are not affected in any manner\nmaterially adverse to any party.  Upon such determination that any term or other\nprovision is invalid, illegal or incapable of being enforced, the parties shall\nnegotiate in good faith to modify this Agreement so as to effect the original\nintent of the parties as closely as possible in a mutually acceptable manner in\norder that the transactions be consummated as originally contemplated to the\nfullest extent possible.\n\n          Section 10.9  Enforcement of this Agreement.  The parties agree that\n                        -----------------------------                         \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                                      -43-\n\n \n          IN WITNESS WHEREOF, Parent, Sub and the Company have caused this\nAgreement to be signed by their respective officers thereunto duly authorized\nall as of the date first written above.\n\n\n                                 WOLTERS KLUWER N.V.\n\n\n                                 By: \/s\/ Peter W. van Wel\n                                    ---------------------\n                                    Name:\n                                    Title:\n\n\nAttest: \/s\/ C.H. van Kempen\n       --------------------\n       Name:\n       Title:\n\n\n\n                                 WK ACQUISITION SUB, INC.\n\n                                 By: \/s\/ Bruce C. Lenz\n                                    ------------------------\n                                    Name:\n                                    Title:\n\n\nAttest: \/s\/ C.H. van Kempen\n       --------------------\n       Name:\n       Title:\n\n\n\n                                 CCH INCORPORATED\n\n                                 By: \/s\/ Oakleigh Thorne\n                                    --------------------------\n                                    Name: Oakleigh Thorne\n                                    Title: President and Chief \n                                            Executive Officer\n\nAttest: \/s\/ Ralph C. Whitley\n       ----------------------\n       Name: Ralph C. Whitley\n       Title: Executive Vice \n               President\n\n                                      -44-\n\n \n                                   EXHIBIT A\n\n          Notwithstanding any other provisions of the Offer, and provided that\nSub shall not be obligated to accept for payment any shares of Common Stock\nuntil expiration of all applicable waiting periods under the Improvements Act,\nSub shall not be required to accept for payment, purchase or pay for any shares\nof Common Stock tendered, and may terminate or, subject to the terms of the\nAgreement, amend the Offer and may delay the acceptance for payment of and\npayment for shares of Common Stock, if (i) there shall not have been validly\ntendered and not withdrawn immediately prior to the expiration of the Offer such\nnumber of shares of Common Stock which would constitute a majority of the voting\npower of the outstanding shares (determined on a fully diluted basis) of the\nClass A Common Stock (the \"Minimum Condition\") and (ii) if at any time on or\nafter the date hereof and before the time of payment for any such shares of\nCommon Stock (whether or not any shares of Common Stock have theretofore been\naccepted for payment or paid for pursuant to the Offer) any of the following\nconditions exist or shall occur and remain in effect:\n\n          (a) there shall have been any action taken, or any statute, rule,\nregulation, judgment, order or injunction promulgated, entered, enforced,\nenacted, issued, by any United States Governmental Entity which (i) prohibits or\nlimits or seeks to prohibit or materially limit Parent's or Sub's (x) ownership,\nor seeks to impose material limitations on the ability of Parent or Sub to\nacquire or hold, or exercise full rights of ownership of, any shares of Common\nStock accepted for payment pursuant to the Offer, including, without limitation,\nthe right to vote such shares of Common Stock or (y) operation of all or a\nmaterial portion of the Company's business or assets, or compels Parent to\ndispose of or hold separate all or a material portion of the Company's business\nor assets as a result of the Offer or the Merger, or (ii) prohibits, or limits\nor seeks to prohibit or materially limit, or makes illegal, the acceptance for\npayment, purchase or payment for shares of Common Stock or the consummation of\nthe Offer or the Merger and such statute, rule, regulation, judgment, order or\ninjunction shall remain in effect for a period of fifteen business days after\nthe issuance thereof; provided, however, that in order to invoke this condition\n                      --------  -------                                        \nwith\n\n \nrespect to any such statute, rule, regulation, judgment, order or injunction\nParent shall have used its reasonable best efforts to prevent such statute,\nrule, regulation, judgment, order or injunction or ameliorate the effects\nthereof; provided, further, that if any such order or injunction is a temporary\n         --------  -------                                                     \nrestraining order or preliminary injunction, Parent may not, for a period of 30\ndays, by virtue of this condition alone amend or terminate the Offer, but may\nonly extend the Offer and thereby postpone acceptance for payment or purchase of\nshares of Common Stock;\n\n          (b) the Agreement shall have been terminated in accordance with its\n     terms;\n\n          (c) the Company shall have breached any of its representations and\n     warranties set forth in Article IV of the Merger Agreement (other than any\n     matters that, in the aggregate, would not have a Material Adverse Effect on\n     the Company);\n\n          (d)  the Company shall have failed in any material respect to perform\n     any obligation or covenant required by the Agreement to be performed or\n     complied with by it;\n\n          (e)  the Board of Directors of the Company shall have withdrawn or\n     modified in a manner adverse to Parent or Sub its approval or\n     recommendation of the Offer, the Merger or this Agreement, or approved or\n     recommended any Takeover Proposal; or\n\n          (f) there shall have occurred and continued to exist for at least\n     three business days (i) any general suspension of trading in, or limitation\n     on prices for, securities on a national securities exchange in the United\n     States or (ii) a declaration of a banking moratorium or any suspension of\n     payments in respect of banks in the United States or The Netherlands;\n\nwhich, in the reasonable judgment of Sub, makes it inadvisable to proceed with\nthe Offer or with such acceptance for payment or payment.\n\n          The foregoing conditions may be waived by Sub, in whole or part, at\nany time and from time to time, in the sole discretion of Sub.  The failure by\nSub at any time to exercise any of the foregoing rights will not be deemed a\nwaiver of any\n\n \nright and each right will be deemed an ongoing right which may be asserted at\nany time and from time to time.\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7035],"corporate_contracts_industries":[9464],"corporate_contracts_types":[9622,9626],"class_list":["post-43149","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-cch-inc","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\/43149","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=43149"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43149"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43149"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43149"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}