CERTAIN TRANSACTIONS The Company and Mr. David J. Callard have an agreement pursuant to which Mr. Callard provides financial advisory services in his capacity as Chair of the Executive Committee and advisory services in the area of acquisition and...Financial Advisory Agreement • February 18th, 1998 • Waverly Inc • Books: publishing or publishing & printing
LOGO] February 18, 1998 To the Stockholders of Waverly, Inc.: We are pleased to inform you that on February 10, 1998, Waverly, Inc. ("Waverly" or the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Wolters Kluwer...Merger Agreement • February 18th, 1998 • Waverly Inc • Books: publishing or publishing & printing
February 10, 1998 Board of Directors Waverly, Inc. 351 West Camden Street Baltimore, MD 21117 Members of the Board: We understand that Waverly, Inc. ("Waverly" or the "Company"), Wolters Kluwer U.S. Corporation ("Wolters Kluwer") and MP Acquisition...Merger Agreement • February 18th, 1998 • Waverly Inc • Books: publishing or publishing & printing
We will not, without your prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any action, claims, suit or proceeding in respect of which indemnification may be sought hereunder (whether or...Consulting Agreement • March 26th, 1998 • Waverly Inc • Books: publishing or publishing & printing
Waverly, Inc. ("Waverly") and David J. Callard (DJC") have discussed ways in which DJC will assist Waverly in 1998. Such assistance shall include working with senior management in the following areas: monthly review of 1998 results and plans as well as longer range strategic plan for 1998-2000; merger, acquisition, joint venture, financing, recapitalization and investment opportunities involving Waverly ("Waverly acquisition and development opportunities" or "Waverly A&D"); and active involvement in oversight of the Waverly business through continued service as Chairman of the Executive Committee. Waverly and DJC wish to continue the retainer relationship which has been renewed annually since 1990.
Waverly, Inc. 1996 Annual Form 10-K Exhibit 10(B)Consulting Agreement • March 31st, 1997 • Waverly Inc • Books: publishing or publishing & printing
BY AND AMONGMerger Agreement • February 18th, 1998 • Waverly Inc • Books: publishing or publishing & printing • Maryland
WAVERLY, INC. LETTERHEAD] PERSONAL AND CONFIDENTIAL December 5, 1997 Wolters Kluwer U.S. Corporation CONFIDENTIALITY AGREEMENT Dear Sirs: In connection with your consideration of a possible transaction (the "Transaction") with Waverly, Inc....Confidentiality Agreement • February 18th, 1998 • Waverly Inc • Books: publishing or publishing & printing
In connection with your consideration of a possible transaction (the "Transaction") with Waverly, Inc. ("Waverly"), you have requested certain information concerning Waverly. Waverly is prepared, in its sole discretion, to make available to you certain information which is non-public, confidential or proprietary in nature concerning the business, financial condition, operation and assets of Waverly for your use in connection with your consideration of the Transaction.
Waverly, Inc. 1997 Annual Form 10-K Exhibit 10(K)Loan Agreement • March 26th, 1998 • Waverly Inc • Books: publishing or publishing & printing
