{"id":43640,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/stock-option-and-tender-agreement-wolters-kluwer-nv-and-cch.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-option-and-tender-agreement-wolters-kluwer-nv-and-cch","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/stock-option-and-tender-agreement-wolters-kluwer-nv-and-cch.html","title":{"rendered":"Stock Option and Tender Agreement &#8211; Wolters Kluwer NV and CCH Inc. Stockholders"},"content":{"rendered":"<pre>\n\n                       STOCK OPTION AND TENDER AGREEMENT\n\n\n     Stock Option and Tender Agreement (this 'Agreement'), dated as of November\n                                              ---------                        \n27, 1995, is by and among Wolters Kluwer N.V., a corporation organized under the\nlaws of The Netherlands ('Purchaser'), WK Acquisition Sub, Inc., a Delaware\n                          ---------                                        \ncorporation and a wholly-owned subsidiary of Purchaser ('Sub'), and the\n                                                         ---           \nStockholders set forth in Annex I hereto (each, a 'Stockholder' and\n                          -------                  -----------     \ncollectively, the 'Stockholders') of CCH INCORPORATED, a Delaware corporation\n                   ------------                                              \n(the 'Company').\n      -------   \n\n                              W I T N E S S E T H:\n                              ------------------- \n\n     WHEREAS, Purchaser, Sub, and the Company are entering into an Agreement and\nPlan of Merger (the 'Merger Agreement') pursuant to which Sub has agreed to make\n                     ----------------                                           \na tender offer (the 'Offer') for all outstanding shares of Class A Common Stock,\n                     -----                                                      \npar value $1.00 per share, and Class B Common Stock, par value $1.00 per share\n(collectively, the 'Common Stock'), of the Company at $55.50 per share (the\n                    ------------                                           \n'Offer Price'), net to the seller in cash, to be followed by a merger (the\n- ------------                                                              \n'Merger') of Sub with and into the Company.\n- -------                                    \n\n     WHEREAS,  as a condition to the willingness of Purchaser to enter into the\nMerger Agreement, Purchaser has required that each Stockholder agree, and in\norder to induce Purchaser to enter into the Merger Agreement, each Stockholder\nhas agreed, among other things, (i) to tender in the Offer all of the shares of\nCommon Stock now owned or which may hereafter be acquired by such Stockholder\n(the 'Shares'), (ii) to grant Purchaser the option to purchase the Shares in\n      ------                                                                \ncertain circumstances, (iii) to appoint Purchaser as each Stockholder's proxy to\nvote the Shares in connection with the Merger Agreement, and (iv) with respect\nto certain questions put to stockholders of the Company for a vote, to vote the\nShares, in each case, in accordance with the terms and conditions of this\nAgreement.\n\n     NOW, THEREFORE, in consideration of the mutual covenants and agreements\ncontained herein and other good and valuable consideration, the adequacy of\nwhich is hereby acknowledged, and intending to be legally bound hereby, the\nparties hereto agree as follows:\n\n     1.  Tender of Shares.  Each Stockholder severally (and not jointly) agrees\n         ----------------                                                      \nto tender and sell to Purchaser and\/or Sub pursuant to the Offer all of the\nShares legally and\/or beneficially owned by such Stockholder (as set forth on\nSchedules A and B hereto) (or, with respect to pledged Shares described on\n- -----------     -                                                         \nSchedule A or B, to use reasonable best efforts to cause the pledgees to so\n- -------- -    -                                                            \ntender and sell, and to otherwise comply with the terms of this Agreement).\nEach Stockholder severally (and not jointly) agrees that such Stockholder shall\ndeliver to the depositary for the Offer, no later than the tenth business day\nfollowing the commencement of the Offer, either a letter of\n\n \ntransmittal together with the certificates for the Shares, if available, or a\n'Notice of Guaranteed Delivery', if the Shares are not available; provided that\n                                                                  --------     \neach Stockholder shall use all reasonable efforts to complete the foregoing\nwithin 5 business days following the commencement of the Offer; provided,\n                                                                -------- \nfurther, any tender made after 5 business days following the commencement of the\n- -------                                                                         \nOffer may not be made pursuant to a 'Notice Guaranteed Delivery'.  Each\nStockholder severally (and not jointly) agrees not to withdraw any Shares\ntendered into the Offer.\n\n     2.  Stock Option.\n         ------------ \n\n     2.1  Grant of Stock Option.  Each Stockholder hereby grants to Purchaser an\n          ---------------------                                                 \nirrevocable option (the 'Stock Option') to purchase all of the Shares legally\n                         ------------                                        \nand\/or beneficially owned by such Stockholder (as set forth on Schedules A and B\n                                                               -----------     -\nhereto), at such time as Purchaser may exercise the Stock Option during the\nExercise Period (as defined below), at a purchase price equal to the Offer\nPrice; provided that such Shares subject to the Stock Option shall include all\n       --------                                                               \nClass B shares so owned by such Stockholder and such number of Class A shares as\nshall be equal to the lesser of (x) all Class A shares so owned by such\nStockholder and (y) such number of Class B shares.\n\n     2.2  Exercise of Stock Option.  (a) Subject to Section 2.3 hereof, the\n          ------------------------                                         \nStock Option may be exercised by Purchaser, in whole and for all Stockholders\nbut not in part or for less than all Stockholders, upon termination or\nexpiration of the Offer, and during the period (the 'Exercise Period')\n                                                     ---------------  \ncommencing on the later of January 2, 1996 and the termination or expiration of\nthe Offer and ending on the date 10 business days after the date such period\ncommenced; provided that if the Merger Agreement shall terminate solely by\n           --------                                                       \nreason of the Company's exercise of its termination rights pursuant to Section\n9.1(b)(iii) of the Merger Agreement, the Exercise Period shall commence on such\ndate and end on the date 10 business days thereafter.\n\n     (b) In the event Purchaser wishes to exercise the Stock Option, Purchaser\nshall send a written notice (an 'Exercise Notice') during the Exercise Period to\n                                 ---------------                                \neach Stockholder specifying that Purchaser shall purchase the total number of\nShares held by such Stockholder and a date, which shall be a business day, and a\nplace, which shall be in The City of New York, for the closing of such purchase\n(the 'Stock Option Closing').\n      ------------ -------   \n\n     (c) Upon receipt of the Exercise Notice, each Stockholder shall be\nobligated to deliver to Purchaser a certificate or certificates representing the\nnumber of Shares held by such Stockholder (or to direct the depository for the\nOffer to so deliver such certificate or certificates), in\n\n                                      -2-\n\n \naccordance with the terms of this Agreement, on the later of the date specified\nin such Exercise Notice and the first business day on which the conditions\nspecified in Section 2.3 shall be satisfied.  The date specified in such\nExercise Notice may be as early as one business day after the date of such\nExercise Notice.\n\n     2.3  Conditions to Delivery of the Shares.  The obligation of the\n          ------------------------------------                        \nStockholders to deliver the Shares upon exercise of the Stock Option is subject\nto the following conditions:\n\n     (a) All waiting periods under the Hart-Scott-Rodino Antitrust Improvements\nAct of 1976, as amended, applicable to the exercise of the Stock Option and the\ndelivery of the Shares shall have expired or been terminated;\n\n     (b) There shall be no preliminary or permanent injunction or other order by\nany court of competent jurisdiction restricting, preventing or prohibiting the\nexercise of the Stock Option or the delivery of the Shares in respect of such\nexercise; and\n\n     (c)  The Offer shall have expired or terminated without any shares of\nCommon Stock being purchased thereunder and without any violation of the Offer\nby the Purchaser or Sub.\n\n     2.4  Stock Option Closings.  At the Stock Option Closing, each Stockholder\n          ---------------------                                                \nwill deliver to Purchaser a certificate or certificates evidencing the number of\nShares owned by such Stockholder, each such certificate being duly endorsed in\nblank and accompanied by such stock powers and such other documents as may be\nnecessary in Purchaser's judgment to transfer record ownership of the Shares\ninto Purchaser's name on the stock transfer books of the Company, and Purchaser\nwill purchase the delivered Shares at the Offer Price.  All payments made by\nPurchaser to the Stockholders pursuant to this Section 2.4 shall be made by wire\ntransfer of immediately available funds or by certified bank check payable to\nthe Stockholders, in an amount for each Stockholder equal to the product of (a)\nthe Offer Price and (b) the number of Shares delivered by such Stockholder in\nrespect of the Stock Option Closing.\n\n     2.5  Adjustments Upon Changes in Capitalization.   In the event of any\n          ------------------------------------------                       \nchange in the number of issued and outstanding shares of Common Stock by reason\nof any stock dividend, subdivision, merger, recapitalization, combination,\nconversion or exchange of shares, or any other change in the corporate or\ncapital structure of the Company (including, without limitation, the declaration\nor payment of an extraordinary dividend of cash or securities) which would have\nthe effect of diluting or otherwise adversely affecting Purchaser's rights and\nprivileges under this Agreement, the number and kind of the\n\n                                      -3-\n\n \nShares and the consideration payable in respect of the Shares shall be\nappropriately and equitably adjusted to restore to Purchaser its rights and\nprivileges under this Agreement.  Without limiting the scope of the foregoing,\nin any such event, at the option of Purchaser, the Stock Option shall represent\nthe right to purchase, in addition to the number and kind of Shares which\nPurchaser would be entitled to purchase pursuant to the immediately preceding\nsentence, whatever securities, cash or other property the Shares subject to the\nStock Option shall have been converted into or otherwise exchanged for, together\nwith any securities, cash or other property which shall have been distributed\nwith respect to such Shares.\n\n     3.  Representations and Warranties of Stockholders.\n         ---------------------------------------------- \n\n     Each Stockholder severally (and not jointly), represents and warrants to\nPurchaser and Sub that:\n\n     3.1  Power and Authority.  Except as disclosed in writing to Purchaser\n          -------------------                                              \n(including in Schedules A and B), such Stockholder has all necessary power and\n              --------- -     -                                               \nauthority to enter into this Agreement and to sell, assign, transfer and deliver\nto Sub, pursuant to the terms and conditions of this Agreement and the Merger\nAgreement, the Shares legally and\/or beneficially owned by such Stockholder (as\nset forth on Schedules A and B hereto);\n             -----------     -         \n\n     3.2  No Other Rights.  Except for this Agreement and as shown on Schedule A\n          ---------------                                             -------- -\nor B, there are no outstanding options, warrants or rights to purchase or\n   -                                                                     \nacquire such Shares of such Stockholder;\n\n     3.3  Only Shares.  Except as disclosed on Schedule A or B, such Shares of\n          -----------                          -------- -    -                \nsuch Stockholder subject to this Agreement are the only shares of Common Stock\nowned of record, or owned beneficially with the power to sell, by such\nShareholder;\n\n     3.4  Title.  Except as disclosed on Schedule A or B, such Stockholder has,\n          -----                          -------- -    -                       \nand upon the closing of the Offer Sub shall receive (without regard to the\ndisclosure on Schedule A or B other than the disclosure as to loans extended to\n              ----------    -                                                  \nDaniel K. Thorne by Metropolitan Life), good and marketable title to such Shares\nof such Stockholder, free and clear of all liens, claims, encumbrances and\nsecurity interests of any nature whatsoever; and\n\n     3.5  Validity.  This Agreement is the legal, valid and binding agreement of\n          --------                                                              \nsuch Stockholder enforceable against such Stockholder in accordance with its\nterms, except as enforcement may be limited by bankruptcy, insolvency,\nmoratorium or other similar laws relating to creditors' rights generally and\nexcept that the availability of equitable remedies, including specific\nperformance, is subject to the discretion of the court before which any\nproceeding therefor may be brought.\n\n                                      -4-\n\n \n     3.6  Non-Contravention.  Except for certain pledge agreements as disclosed\n          -----------------                                                    \non Schedule A or B, the execution and delivery of this Agreement do not, and the\n   -------- -    -                                                              \nconsummation of the transactions contemplated hereby and compliance with the\nprovisions hereof will not, conflict with, or result in any violation of, or\ndefault (with or without notice or lapse of time, or both) under, or give rise\nto a right of termination, cancellation or acceleration of any obligation under,\nor result in the creation of any lien, security interest, charge or encumbrance\nupon any of the properties or assets of such Stockholder under, any provision of\n(i) any loan or credit agreement, note, bond, mortgage, indenture, lease or\nother agreement, instrument, permit, concession, franchise or license applicable\nto such Stockholder or (ii) any judgment, order, decree, statute, law,\nordinance, rule or regulation applicable to such Stockholder or any of its\nproperties or assets, other than any such conflicts, violations, defaults,\nrights, liens, security interests, charges or encumbrances that, individually or\nin the aggregate, would not have a material adverse effect on the ability of\nsuch Stockholder to perform its obligations hereunder or prevent the\nconsummation of any of the transactions contemplated hereby.\n\n     4.  Representations and Warranties of Purchaser and Sub.  Purchaser and Sub\n         ---------------------------------------------------                    \nhereby represent and warrant to each  Stockholder as follows:\n\n     4.1  Power and Authority.  Each of Purchaser and Sub has all necessary\n          -------------------                                              \npower and authority to enter into the Agreement, and to purchase the Shares\npursuant to the terms and conditions of this Agreement and the Merger Agreement;\n\n     4.2  Sufficient Funds.  Purchaser has, or prior to the date of the Stock\n          ----------------                                                   \nOption Closing will have, all of the funds necessary to consummate the\ntransactions contemplated hereby on a timely basis and to pay any and all\nrelated fees and expenses;\n\n     4.3  Validity.  This Agreement is the legal, valid and binding agreement of\n          --------                                                              \nPurchaser and Sub enforceable against them in accordance with its terms, except\nas enforcement may be limited by bankruptcy, insolvency, moratorium or other\nsimilar laws relating to creditor's rights generally and except that the\navailability of equitable remedies, including specific performance, is subject\nto the discretion of the court before which any proceeding therefor may be\nbrought;\n\n     4.4  Non-Contravention.   The execution and delivery of this Agreement do\n          -----------------                                                   \nnot, and the consummation of the transactions contemplated hereby and compliance\nwith the provisions hereof will not, conflict with, or result in any violation\nof, or default (with or without notice or lapse of time, or both) under, or give\nrise to a right of termination, cancellation or acceleration of any obligation\nunder, or result in the creation\n\n                                      -5-\n\n \nof any lien, security interest, charge or encumbrance upon any of the properties\nor assets of Purchaser or any of its Significant Subsidiaries (as defined in the\nMerger Agreement) under, any provision of (i) the Charter or Bylaws of Purchaser\n(or any comparable organizational documents) or any provision of the comparable\ncharter or organizational documents of any of its Significant Subsidiaries, (ii)\nany loan or credit agreement, note, bond, mortgage, indenture, lease or other\nagreement, instrument, permit, concession, franchise or license applicable to\nParent or any of its Significant Subsidiaries or (iii) any judgment, order,\ndecree, statute, law, ordinance, rule or regulation applicable to Purchaser or\nany of its Significant Subsidiaries or any of their respective properties or\nassets, other than, in the case of clauses (ii) or (iii), any such conflicts,\nviolations, defaults, rights, liens, security interests, charges or encumbrances\nthat, individually or in the aggregate, would not have a Material Adverse Effect\n(as defined in the Merger Agreement) on Purchaser, materially impair the ability\nof Purchaser to perform its obligations hereunder or prevent the consummation of\nany of the transactions contemplated hereby.\n\n     5.  Covenants of Stockholders.\n         ------------------------- \n\n     5.1  No Disposition or Encumbrance of Shares; No Acquisition of Shares.\n          -----------------------------------------------------------------  \n(a) Each Stockholder severally (and not jointly) covenants and agrees that,\nexcept as contemplated by this Agreement, no Stockholder shall, and no\nStockholder shall offer or agree to, sell, transfer, tender, assign, hypothecate\nor otherwise dispose of, or create any security interest, lien, claim, pledge,\noption, right of first refusal, agreement, limitation on such Stockholder's\nvoting rights, charge or other encumbrance of any nature whatsoever with respect\nto the Shares now legally and\/or beneficially owned by, or that may hereafter be\nacquired by, such Stockholder.\n\n     (b) Each Stockholder hereby severally (and not jointly) covenants and\nagrees that it shall not, and shall not offer to agree to, acquire any\nadditional shares of Common Stock, or options, warrants or other rights to\nacquire shares of Common Stock, without the prior written consent of Purchaser.\n\n     5.2  No Solicitation of Transactions.  Each Stockholder shall immediately\n          -------------------------------                                     \ncease any existing discussions or negotiations, if any, with any parties\nconducted heretofore with respect to any acquisition or exchange of all or any\nmaterial portion of the assets of, or any equity interest in, the Company or any\nof its subsidiaries or any business combination with the Company or any of its\nsubsidiaries.  From and after the date hereof, no Stockholder shall, directly or\nindirectly, solicit or initiate any takeover proposal or offer from any person,\nor engage in discussions or negotiations relating thereto (including by way of\nfurnishing information).  Each Stockholder shall\n\n                                      -6-\n\n \npromptly advise Purchaser of the receipt of any Takeover Proposal.  As used in\nthis Agreement, 'Takeover Proposal' shall mean any proposal or offer, other than\na proposal or offer by Purchaser or any of its affiliates, for a tender or\nexchange offer, a merger, consolidation or other business combination involving\nthe Company or any subsidiary of the Company or any proposal to acquire in any\nmanner a substantial equity interest in, or a substantial portion of the assets\nof, the Company or any of its subsidiaries or any other transaction the\nconsummation of which could reasonably be expected to impede, interfere with,\nprevent or materially delay the Offer or the Merger or which would reasonably be\nexpected to dilute materially the benefits to Parent of the transactions\ncontemplated hereby or by the Merger Agreement.\n\n     5.3  Stockholders' Representative.  Each Stockholder hereby appoints\n          ----------------------------                                   \nOakleigh Thorne as Stockholders' Representative to act as Stockholders'\nRepresentative for purposes of giving and receiving notices under this\nAgreement.\n\n     6.  Covenants of Purchaser and Sub.\n         -------------------------------\n\n     6.1  No Sale.  Neither Purchaser nor Sub will sell, offer to sell or\n          -------                                                        \notherwise dispose of the Shares in violation of the Securities Act of 1993, as\namended.\n\n     6.2  Performance.  Purchaser and Sub shall perform in all material respects\n          -----------                                                           \nall of their respective obligations under the Merger Agreement.  If Purchaser\nand Sub exercise the Stock Option or any of their other rights hereunder at a\ntime when the Merger Agreement shall have terminated, Purchaser and Sub\nnevertheless agree to effect a merger pursuant to which each outstanding share\nof common stock of the Company (other than held by Purchaser, Sub, the Company\nor any subsidiary of the Company) shall be converted into the right to receive\nnot less than $55.50 per share, net to the seller, in cash at the earliest\npracticable date after the Stock Option Closing.\n\n     7.  Voting Agreement; Proxy of Stockholder.\n         -------------------------------------- \n\n     7.1  Voting Agreement.  (a)  Each Stockholder hereby severally (and not\n          ----------------                                                  \njointly) agrees that, during the time this Agreement is in effect, at any\nmeeting of the stockholders of the Company, however called, and in any action by\nwritten consent of the stockholders of the Company, such Stockholder shall (i)\nvote all of the Shares legally and\/or beneficially owned by such Stockholder in\nfavor of the Merger, the Merger Agreement (as amended from time to time) and any\nof the transactions contemplated by the Merger Agreement; (ii) vote such Shares\nagainst any action or agreement that would result in a breach in any material\nrespect of any covenant, representation or warranty or any other obligation of\nthe Company under the Merger Agreement; and (iii) vote the Shares against any\naction or\n\n                                      -7-\n\n \nagreement that would materially impede, interfere with or attempt to discourage\nthe Offer or the Merger.\n\n     (b) Each Stockholder hereby severally (and not jointly) further agrees\nthat, if the Merger Agreement shall terminate solely by reason of the Company's\nexercise of its termination rights pursuant to Section 9.1(b)(iii) of the Merger\nAgreement, and for as long as the Exercise Period has not ended, such\nStockholder (i) shall attend or otherwise participate in all duly called\nstockholder meetings and in all actions by written consent of stockholders, (ii)\nshall vote the Shares legally and\/or beneficially owned by such Stockholder to\nenlarge the Board of Directors of the Company to provide the Purchaser with a\nmajority of members of the Board elected by the Purchaser, (iii) shall not,\nwithout the prior written consent of Purchaser, vote any of such Shares in favor\nof any of the actions described in Section 6.1(a), (b), (e) or (f) of the Merger\nAgreement and (iv) shall otherwise vote such Shares, and use its reasonable\nefforts in its capacity as stockholder of the Company, to prevent the actions\ndescribed in Section 6.1(a), (b), (e) or (f) of the Merger Agreement.\n\n     (c) Each Purchaser and Sub agree that the covenants of each Stockholder\nunder this Section 7.1 relate only to each Stockholder in its capacity as\nstockholder and not to any other capacity in which such person may be acting.\n\n     7.2  Irrevocable Proxy.  In the event that any Stockholder shall breach its\n          -----------------                                                     \ncovenant set forth in Section 7.1, such Stockholder (without any further action\non such Stockholder's part) shall be deemed to have hereby irrevocably appointed\nPurchaser as the attorney and proxy of such Stockholder pursuant to the\nprovisions of section 212 of the DGCL, with full power of substitution, to vote,\nand otherwise act (by written consent or otherwise) with respect to all shares\nof Common Stock, including the Shares, that such Stockholder is entitled to vote\nat any meeting of stockholders of the Company (whether annual or special and\nwhether or not an adjourned or postponed meeting) or consent in lieu of any such\nmeeting or otherwise, to vote such shares as set forth in Section 7.1 above;\nprovided that in any such vote or other action pursuant to such proxy, Purchaser\n- --------                                                                        \nshall not have the right (and such proxy shall not confer the right) to vote to\nreduce the Offer Price or the Merger Consideration (as defined in the Merger\nAgreement) or to otherwise modify or amend the Merger Agreement to reduce the\nrights or benefits of the Company or any stockholders of the Company (including\nthe Stockholders) under the Offer or the Merger Agreement or to reduce the\nobligations of Purchaser and\/or Sub thereunder; and provided further, that this\n                                                    -------- -------           \nproxy shall irrevocably cease to be in effect at any time that (x) the Offer\nshall have expired or terminated without any share of Common Stock being\npurchased thereunder in violation of the terms of the Offer or (y) Purchaser or\nSub shall be in violation of the terms of this\n\n                                      -8-\n\n \nAgreement.  THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN\nINTEREST.  Each Stockholder hereby revokes, effective upon the execution and\ndelivery of the Merger Agreement by the parties thereto, all other proxies and\npowers of attorney with respect to the Shares that Stockholder may have\nheretofore appointed or granted, and no subsequent proxy or power of attorney\n(except in furtherance of Stockholder's obligations under 7.1 hereof) shall be\ngiven or written consent executed (and if given or executed, shall not be\neffective) by Stockholder with respect thereto so long as this Agreement remains\nin effect.  Each Stockholder shall forward to Purchaser any proxy cards that\nsuch Stockholder receives with respect to the Offer or the Merger Agreement.\n\n     8.  Effectiveness; Termination; No Survival.  This Agreement shall become\n         ---------------------------------------                              \neffective upon its execution by each of the parties hereto and upon the\nexecution of the Merger Agreement.  This Agreement may be terminated at any time\nby mutual written consent of the parties hereto.  Other than the Stock Option,\nwhich shall be governed by Section 2.2(a), this Agreement shall terminate,\nwithout any action by the parties hereto, on the date on which the Merger\nAgreement terminates in accordance with its terms.  No such termination shall\nrelieve any party from liability for any breach of this Agreement.  The\nrepresentations and warranties of the parties set forth in Sections 3 and 4\nhereof (other than Sections 3.1, 3.2, 3.4 and 3.5 which shall survive regardless\n                                              ---                               \nof any investigation made by the Purchaser) shall not survive the termination of\nthis Agreement (or, in the event the Stock Option is exercised, the purchase of\nthe Shares pursuant thereto).\n\n     9.  Miscellaneous.\n         ------------- \n\n     9.1  Notices.  All notices and other communications hereunder shall be in\n          -------                                                             \nwriting and shall be deemed to have been duly given if delivered personally or\nsent by registered or certified mail, postage prepaid, with return receipt\nrequested, as follows:\n\n     If to Purchaser or Sub, to:\n\n     Wolters Kluwer N.V.\n     Stadhouderskade 1\n     P.O. Box 818\n     1000 AV Amsterdam\n     The Netherlands\n\n     Attention: Hans E.M. van Dinter\n\n                                      -9-\n\n \n     with a copy to:\n\n     Pryor, Cashman, Sherman &amp; Flynn\n     410 Park Avenue\n     New York, New York 10022\n     Attention: Arnold J. Schaab, Esq.\n\n     If to the Stockholders, to the Stockholders'\n     Representative at:\n\n     Oakleigh Thorne\n     CCH Incorporated\n     2700 Lake Cook Road\n     Riverwoods, Illinois\n     60015-3888\n\n     with a copy to:\n\n     Mayer, Brown &amp; Platt\n     190 South LaSalle Street\n     Chicago, Illinois 60603\n     Attention: Douglas A. Doetsch\n\n     and a copy to:\n\n     Sidley &amp; Austin\n     One First National Plaza\n     Chicago, Illinois 60603\n     Attention:  Deirdre M. von Moltke\n\n     and a copy to:\n\n     Stroock &amp; Stroock &amp; Lavan\n     Seven Hanover Square\n     New York, New York 10004-2594\n     Attention:  Theodore S. Lynn\n\n     9.2  Waiver and Amendment.  Any provision of this Agreement may be waived\n          --------------------                                                \nat any time by the party which is entitled to the benefits thereof and this\nAgreement may be amended or supplemented at any time.  No such waiver, amendment\nor supplement shall be effective unless in writing and signed by the party\nsought to be bound thereby.\n\n     9.3  No Prior Agreements.  This Agreement and the Merger Agreement contain\n          -------------------                                                  \nthe entire agreement, and supersede all other prior agreements and\nunderstandings, both written and oral, among the parties hereto with respect to\nthe subject matter hereof.  This Agreement is not intended to confer upon any\nother person any rights or remedies hereunder.\n\n     9.4  Successors and Assigns.  This Agreement shall not be assignable,\n          ----------------------                                          \nexcept that Parent or Sub may assign its rights\n\n                                      -10-\n\n \nunder this Agreement to another direct or indirect wholly-owned subsidiary of\nParent, but such assignment shall not relieve Parent or Sub of their respective\nobligations hereunder.  This Agreement shall be binding upon, inure to the\nbenefit of and be enforceable by and against the parties hereto and their\nsuccessors (including administrators and executors of individuals) and permitted\nassigns.\n\n     9.5  Remedies.  Parent and Sub, on the one hand, and the Stockholders, on\n          --------                                                            \nthe other hand, each acknowledge and agree that the other would be irreparably\ndamaged in the event any of the provisions of this Agreement were not performed\nby the other in accordance with their specific terms or were otherwise breached.\nIt is accordingly agreed that each party shall be entitled to an injunction or\ninjunctions to redress the breaches of this Agreement and to specifically\nenforce the terms and provisions hereof in any action instituted in any court of\nthe United States or any state thereof having jurisdiction, in addition to any\nother remedy to which such party may be entitled at law or in equity.\n\n     9.6  Expenses.  Each of the parties shall pay its own expenses in\n          --------                                                    \nconnection with the negotiation, execution and performance of the Agreement.\n\n     9.7  Counterparts.  This Agreement and any amendments hereto may be\n          ------------                                                  \nexecuted in two or more counterparts, each of which shall be considered to be an\noriginal, but of which together shall constitute the same instrument.\n\n     9.8  Governing Law.  This Agreement shall be governed by and construed in\n          -------------                                                       \naccordance with the laws of the state of Delaware, without regard to the\nprinciples of conflicts of laws.\n\n     9.9  Severability.  If any term, provision, covenant or restriction of this\n          ------------                                                          \nAgreement is held by a court of competent jurisdiction to be invalid, void or\nunenforceable, the remainder of the terms, provisions, covenants and\nrestrictions of this Agreement shall remain in full force and effect and shall\nin no way be affected, impaired or invalidated.\n\n                                      -11-\n\n \n     10.  Effect of Headings.  The section headings herein are for convenience\n          ------------------                                                  \nonly and shall not affect the meaning or interpretation of this Agreement.\n\n     IN WITNESS WHEREOF, the parties have executed this Agreement to take effect\nas of the date set forth above.\n\n     WOLTERS KLUWER N.V.\n\n\n     By: \/s\/ Peter W. van Wel\n        ---------------------\n        Name:\n        Title:\n\n\n\n     WK ACQUISITION SUB, INC.\n\n\n     By: \/s\/ Bruce C. Lenz\n        ---------------------\n        Name:\n        Title:\n\n                                      -12-\n\n \n                                    Annex I\n\n                           Signatures of Stockholders\n\n                                      -13-\n\n \n\/s\/ Oakleigh B. Thorne                         \/s\/ Oakleigh B. Thorne\n- ----------------------                         ---------------------- \nOAKLEIGH B. THORNE,                            OAKLEIGH B. THORNE,\nindividually                                   as beneficiary of CCH Employees' \n                                               Profit Sharing Plan\n\n \n\n \n\/s\/ Daniel K. Thorne\n- --------------------\nDANIEL K. THORNE,\nindividually\n\n\n\n\/s\/ Daniel K. Thorne                            \/s\/ Theodore S. Lynn\n- ---------------------                           --------------------\nDANIEL K. THORNE                                THEORDORE S. LYNN,        \nas Trustee of                                   as Trustee of\nDaniel K. Thorne 1995                           Daniel K. Thorne 1995\nCharitable Remiander Trust                      Charitable Remainder Trust\nU\/A dated 10\/31\/95                              U\/A dated 10\/31\/95\n\n\n\n \n\/s\/ Oakleigh B. Thorne                  \/s\/ Potter Palmer\n- ----------------------------            ---------------------------\nOAKLEIGH B. THORNE,                     POTTER PALMER,\nas Trustee of Trust                     as Trustee of Trust\nf\/b\/o Oakleigh B. Thorne                f\/b\/o Oakleigh B. Thorne\nU\/A dated 12\/23\/70                      U\/A dated 12\/23\/70\n\n\n\/s\/ Oakleigh B. Thorne                  \/s\/ Potter Palmer\n- ----------------------------            ---------------------------\nOAKLEIGH B. THORNE,                     POTTER PALMER,\nas Trustee of Trust                     as Trustee of Trust\nf\/b\/o Honore T. Wamsler                 f\/b\/o Honore T. Wamsler\nU\/A dated 12\/23\/70                      U\/A dated 12\/23\/70\n\n\n\/s\/ Oakleigh B. Thorne                  \/s\/ Potter Palmer\n- ----------------------------            ---------------------------\nOAKLEIGH B. THORNE,                     POTTER PALMER,\nas Trustee of Trust                     as Trustee of Trust\nf\/b\/o Charlotte T. Bordeaux             f\/b\/o Charlotte T. Bordeaux \nU\/A dated 12\/23\/70                      U\/A dated 12\/23\/70\n\n\n \n\/s\/ Oakleigh B. Thorne                  \/s\/ John Akin\n- ----------------------                  --------------        \nOAKLEIGH B. THORNE,                     JOHN AKIN,        \nas Trustee of Trust                     as Trustee of Trust\nU\/W Oakleigh L. Thorne                  U\/W Oakleigh L. Thorne\nf\/b\/o Dorothy Forbes Thorne             f\/b\/o Dorothy Forbes Thorne\n\n \n\/s\/ Oakleigh B. Thorne                  \/s\/ George Whalen, Jr.\n- --------------------------------        ---------------------------------\nOAKLEIGH B. THORNE                      GEORGE WHALEN, JR.\nPresident and Member, Investment        Member, Investment Committee\nCommittee                               Millbrook Tribute Gardens, Inc.\nMillbrook Tribute Gardens, Inc.\n\n\n\n\/s\/ Oakleigh B. Thorne                   \/s\/ George Whalen, Jr.,\n- --------------------------------        ---------------------------------\nOAKLEIGH B. THORNE                      GEORGE WHALEN, JR.,\nas Trustee of Trust                     as Trustee of Trust\nU\/W Margaret Parshall                   U\/W Margaret Parshall\nf\/b\/o Helen C. King                     f\/b\/o Helen C. King\n\n \n\/s\/ Oakleigh B. Thorne                   \/s\/ Mark M. Collins\n- --------------------------------         ------------------------------\nOAKLEIGH B. THORNE                       MARK M. COLLINS\nas Trustee of Trust                      as Trustee of Trust\nU\/A dated 12\/15\/76                       U\/A dated 12\/15\/76\n\n \n\/s\/ Oakleigh Thorne\n- -------------------\nOAKLEIGH THORNE,\nindividually\n\n \n\/s\/  Oakleigh Thorne                         \/s\/  Oakleigh Thorne\n- -----------------------------                ------------------------------\nOAKLEIGH THORNE,                             OAKLEIGH THORNE,\nas Trustee of                                as Trustee of\nThorne GST Trust                             Oakleigh Hewson Thorne 1995 Trust\nU\/A dated 9\/5\/95                             U\/A dated 9\/5\/95 \n    \n\n \n\/s\/ Oakleigh B. Thorne                     \/s\/ Oakleigh B. Thorne\n- -------------------------------            -------------------------------\nOAKLEIGH B. THORNE,                        OAKLEIGH B. THORNE,\nas Trustee of Trust                        as Trustee of Trust\nU\/W Oakleigh L. Thorne                     U\/W Oakleigh L. Thorne\nf\/b\/o Oakleigh B. Thorne                   f\/b\/o Honore T. Wamsler\n\n\n\n\n\n\/s\/  OAKLEIGH B. THORNE\n- ------------------------------\nOAKLEIGH B. THORNE\nas Trustee of Trust\nU\/W Oakleigh L. Thorne\nf\/b\/o Charlotte T. Bordeaux\n\n \n\/s\/ Henry F. Thorne  11\/26\/95               \/s\/ Henry F. Thorne  11\/26\/95\n- ----------------------------------          ----------------------------------\nHENRY FLEMING THORNE,                       HENRY FLEMING THORNE,\nas Trustee of                               as Trustee of\nMaxwell Edward Thorne 1995 Trust            Alexander Lewis Thorne 1995 Trust\nU\/A dated 9\/5\/95                            U\/A dated 9\/5\/95\n\n\n \n\/s\/ Honore T. Wamsler\n- ---------------------\nHONORE T. WAMSLER\nindividually\n\n \n\/s\/ Oakleigh B. Thorne                  \/s\/ Henry S. Gooss\n- ----------------------------            ---------------------------\nOAKLEIGH B. THORNE,                     CHEMICAL BANK,\nas Trustee of Trust                     as Trustee of Trust\nf\/b\/o Oakleigh B. Thorne                f\/b\/o Oakleigh B. Thorne\nU\/A dated 1\/27\/74                       U\/A dated 1\/27\/74\n\n\n\/s\/ Oakleigh B. Thorne                  \/s\/ Henry S. Gooss\n- ----------------------------            ---------------------------\nOAKLEIGH B. THORNE,                     CHEMICAL BANK,\nas Trustee of Trust                     as Trustee of Trust\nf\/b\/o Honore T. Wamsler                 f\/b\/o Honore T. Wamsler\nU\/A dated 1\/27\/74                       U\/A dated 1\/27\/74\n\n\n\/s\/ Oakleigh B. Thorne                  \/s\/ Henry S. Gooss\n- ----------------------------            ---------------------------\nOAKLEIGH B. THORNE,                     CHEMICAL BANK,\nas Trustee of Trust                     as Trustee of Trust\nf\/b\/o Charlotte T. Bordeaux             f\/b\/o Charlotte T. Bordeaux \nU\/A dated 1\/27\/74                       U\/A dated 1\/27\/74\n\n \n                                   SCHEDULE A\n\n                             FIDUCIARY SHAREHOLDERS\n                             ----------------------\n \n \n                                                Shares\n          Trust                Trustee        (and Class)\n          -----                -------        -----------\n \nTrust f\/b\/o                Oakleigh B.         102,000 (A)\nOakleigh B. Thorne         Thorne              102,000 (B)\ndated 12\/23\/70             Potter Palmer\n \n \nTrust f\/b\/o                Oakleigh B.         106,000 (A)\nHonore T. Wamsler          Thorne              106,000 (B)\nU\/A dated 12\/23\/70         Potter Palmer\n \n \nTrust f\/b\/o                Oakleigh B.         100,000 (A)\nCharlotte T. Bordeaux      Thorne              100,000 (A)\nU\/A dated 12\/23\/70         Potter Palmer\n \n \nTrust f\/b\/o                Oakleigh B.         637,616 (A)\nOakleigh B. Thorne         Thorne              637,616 (B)\nU\/A dated 1\/27\/74          Chemical Bank\n \n \nTrust f\/b\/o                Oakleigh B.         637,618 (A)\nHonore T. Wamsler          Thorne              637,618 (B)\nU\/A dated 1\/27\/74          Chemical Bank\n \n \nTrust f\/b\/o                Oakleigh B.         637,618 (A)\nCharlotte T. Bordeaux      Thorne              637,618 (B)\nU\/A dated 1\/27\/74          Chemical Bank\n \n \nTrust U\/W                  Oakleigh B.       1,140,242 (A)\nOakleigh L. Thorne         Thorne            1,140,242 (B)\nf\/b\/o Oakleigh B.          Chemical Bank     \n Thorne                                      \n                                             \nTrust U\/W                  Oakleigh B.       1,057,000 (A)\nOakleigh L. Thorne         Thorne            1,057,000 (B)\nf\/b\/o Honore T. Wamsler    Chemical Bank     \n                                             \n                                             \nTrust U\/W                  Oakleigh B.       1,127,742 (A)\nOakleigh L. Thorne         Thorne            1,127,742 (B)\nf\/b\/o Charlotte T.         Chemical Bank     \n Bordeaux                                    \n                                             \nTrust U\/W                  Oakleigh B.       1,268,816 (A)\nOakleigh L. Thorne         Thorne            1,268,816 (B)\nf\/b\/o Dorothy Forbes       John Akin\n Thorne\n\n \n                                                Shares\n          Trust                Trustee        (and Class)\n          -----                -------        -----------\n\nTrust U\/A                  Oakleigh B.         489,598 (A)\ndated 12\/15\/76             Thorne              489,598 (B)\n                           Mark M. Collins\n \nThorne GST Trust           Oakleigh Thorne      93,567 (B)\nU\/A dated 9\/5\/95\n \nOakleigh Hewson Thorne     Oakleigh Thorne         935 (B)\n1995 Trust\nU\/A date 9\/5\/95\n \nMaxwell Edward Thorne      Henry F. Thorne         935 (B)\n1995 Trust\nU\/A dated 9\/5\/95\n \nAlexander Lewis Thorne     Henry F. Thorne         935 (B)\n1995 Trust\nU\/A dated 9\/5\/95\n \nTrust U\/W                  Oakleigh B.          94,944 (A)\nMargaret Parshall          Thorne               94,944 (B)\nf\/b\/o Helen C. King        George Whalen, Jr.\n \n \nDaniel K. Thorne 1995      Daniel K. Thorne    177,853 (B)\nCharitable Remainder       Theodore S. Lynn  ------------\nTrust\nU\/A dated 10\/31\/95\n \n                                   Total (A) 7,399,194\n \n                                   Total (B) 7,673,419\n                                            ----------\n\n                               Grand Total  15,072,613\n                                            ==========\n\n \n                                   SCHEDULE B\n\n                            INDIVIDUAL SHAREHOLDINGS\n                            ------------------------\n\n\n                                                         Shares\n     Person                                            (and Class)\n     ------                                            -----------\n\n\nOakleigh B. Thorne\/1\/                                   341,469.6 (A)\n                                                        255,073.7 (B)\n\nHonore T. Wamsler                                          81,242 (A)\n\nDaniel K. Thorne\/2\/                                     1,546,852 (A)\n\n                                                        1,368,999 (B)\n\nMillbrook Tribute Gardens, Inc.                           200,009 (A)\n                                                          200,009 (B)\n\nOakleigh Thorne                                               200 (A)\n                                                              200 (B)\n                                                              -------\n\n                                              Total (A)   2,169,772.6\n\n                                              Total (B)   1,824,281.7\n                                                          -----------\n\n                                            Grand Total   3,994,054.3\n                                                          ===========\n\n\nThe representations and warranties made in the foregoing Agreement are subject\nto the footnotes below.\n\n\n- ---------------\n\n\/1\/  Oakleigh B. Thorne's holdings include 24,157.63 shares of Class A and\n     34,133.73 shares of Class B in the CCH Employees' Savings Plan. Mr. Thorne\n     does not have legal title to said shares. 214,922 of his Class A shares are\n     pledged.\n\n\/2\/  All of Daniel K. Thorne's Class B shares and no more than 57,000 of his\n     Class A shares are pledged against loans made by Metropolitan Life (pledged\n     shares being 41,426 Class A shares and 110,000 Class B shares) and Bankers\n     Trust (pledged shares being all such remaining Class A shares and Class B\n     shares), and the pledgees are being requested to cooperate as contained in\n     a letter of this date denominated an 'Irrevocable Instruction'.\n\n \n                                                               November 27, 1995\n\nWolters Kluwer N.V.\nP.O. Box 818\n1000 AV Amsterdam\n\n                        Re:  CCH Incorporated (the 'Company')\n                             --------------------------------\n\nGentlemen:\n\n        Reference is hereby made to that certain Agreement and Plan of Merger, \ndated as of the date hereof, among Wolters Kluwer N.V., WK Acquisition Sub, Inc.\nand the Company (the 'Merger Agreement'). Capitalized terms not otherwise \ndefined herein shall have the meanings ascribed to them in the Merger Agreement.\n\n        The undersigned hereby agrees that, prior to the expiration of the \nOffer, he shall deliver to the designated depositary for the Offer a letter \nindicating his intention to withdraw from the Offer that number of shares of \nClass A Common Stock of the Company that are necessary to cause the total number\nof shares of Class B Common Stock of the Company tendered by all stockholders in\nthe Offer and accepted by Sub to equal the total number of shares of Class A \nCommon Stock of the Company tendered by all stockholders in the Offer and \naccepted by Sub.  As soon as practicable following the expiration of the Offer, \nyou shall notify the undersigned in writing as to the exact number of shares of \nClass A Common Stock of the Company, if any, that he will need to withdraw from \nthe Offer in accordance with the immediately preceding sentence and the \nundersigned shall promptly thereafter withdraw such shares of Class A Common \nStock of the Company from the Offer.\n\n\n \n        Please confirm your agreement to the foregoing by signing the attached \ncopy of this letter as indicated below.\n\n\n                                        Very truly yours,\n\n\n                                        \/s\/ Oakleigh Thorne\n                                        -------------------------\n                                        Oakleigh Thorne\n\n\n\n\nAgreed to an Accepted:\n\nWOLTERS KLUWER N.V.\n\n    \/s\/ Peter W. van Wel\nBy: ____________________\n    Name:\n    Title:\n\n\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-43640","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\/43640","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=43640"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43640"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43640"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43640"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}