Common use of Adjustment for Distributions, Reclassifications, etc Clause in Contracts

Adjustment for Distributions, Reclassifications, etc. The Exchange Rate shall be subject to adjustment from time to time as follows: (i) If The Learning Company shall: (A) pay a stock dividend or make a distribution, in each case, with respect to the Learning Common Stock in shares of such stock; (B) subdivide or split the outstanding shares of Learning Common Stock; (C) combine its outstanding shares of Learning Common Stock into a smaller number of shares; or (D) issue by reclassification (other than a reclassification pursuant to clause (ii), (iii), (iv) or (v) of the definition of Adjustment Event in paragraph (b) of this Section) of its shares of Learning Common Stock any shares of common stock of The Learning Company; or then, in any such event, the Exchange Rate shall be adjusted by adjusting each of the Share Components of the Exchange Rate in effect immediately prior to such event so that a holder of any DECS shall be entitled to receive, upon exchange pursuant to Section 2.02 of the principal amount of such DECS at Maturity, the number of shares of Learning Common Stock (or, in the case of a reclassification referred to in clause (D) of this sentence, the number of shares of other common stock of The Learning Company issued pursuant thereto) which such holder of such DECS would have owned or been entitled to receive immediately following such event had such DECS been exchanged immediately prior to such event or any record date with respect thereto. Each such adjustment shall become effective at the opening of business on the Business Day next following the record date for determination of holders of Learning Common Stock entitled to receive such dividend or distribution in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, split, combinations or reclassification. Each such adjustment shall be made successively. (ii) If The Learning Company shall, after the date hereof, issue rights or warrants to all holders of Learning Common Stock entitling them to subscribe for or purchase shares of Learning Common stock (other than rights to purchase Learning Common Stock pursuant to a plan for the reinvestment of dividends) at a price per share less than the Market Price of the Learning Common Stock on the Business Day next following the record date for the determination of holders of shares of Learning Common Stock entitled to receive such rights or warrants, then in each case, the Exchange Rate shall be adjusted by multiplying each of the Share Components of the Exchange Rate in effect on the record date for the determination of holders of Learning Common Stock entitled to receive such right rights or warrants, by a fraction, of which the numerator shall be (A) the number of shares of Learning Common Stock outstanding on such record date plus (B) the number of additional shares of Learning Common Stock offered for subscription or purchase pursuant to such rights or warrants, and of which the denominator shall be (x) the number of shares of Learning Common Stock outstanding on such record date plus (y) the number of additional shares of Learning Common Stock which the aggregate offering price of the total number of shares of Learning Common Stock so offered for subscription or purchase pursuant to such rights or warrants would purchase at the Market Price of the Learning Common Stock on the Business Day next following such record date, which number of additional shares shall be determined by multiplying such total number of shares by the exercise price of such rights or warrants and dividing the product so obtained by such Market Price of Learning Common Stock. Such adjustment shall become effective at the opening of business on the Business Day next following the record date for the determination of holders of Learning Common Stock entitled to receive such rights or warrants. To the extent that such rights or warrants expire prior to the Maturity of the DECS and shares of Learning Common Stock are not delivered pursuant to such rights or warrants prior to such expiration, the Exchange Rate shall be readjusted to the Exchange Rate which would then be in effect had such adjustments for the issuance of such rights or warrants been made upon the basis of delivery of only the number of shares of Learning Common Stock actually delivered pursuant to such rights or warrants. Each such adjustment shall be made successively. (iii) Any shares of Learning Common Stock issuable in payment of a dividend shall be deemed to have been issued immediately prior to the close of business on the record date for such dividend for purposes of calculating the number of outstanding shares of Learning Common Stock under paragraph (a)(ii) of this Section. (iv) All adjustments to the Exchange Rate will be calculated to the nearest 1/10,000th of a share of Learning Common Stock (or if there is not a nearest 1/10,000th of a share of Learning Common Stock to the next lower 1/10,000th of a share of Learning Common Stock). No adjustment in the Exchange Rate shall be required unless such adjustment would require an increase or decrease of at least one percent therein; provided, however, that any adjustments which by reason of the foregoing are not required to be made shall be carried forward and taken into account in any subsequent adjustment. If an adjustment is made to the Exchange Rate pursuant to paragraphs (a)(i) or (a)(ii) of this Section, an adjustment shall also be made to the Maturity Price as such term is used throughout the definition of Exchange Rate set forth in Section 1.01. The required adjustment to the Maturity Price shall be made at Maturity by multiplying the original Maturity Price by the cumulative number or fraction determined under paragraphs (a)(i) and/or (a)(ii) of this Section by which the original Exchange Rate was multiplied to adjust such rate. In the case of a reclassification of any shares of Learning Common Stock into any common stock of The Learning Company other than Learning Common Stock, such common stock shall be deemed to be shares of Learning Common Stock solely to determine the Maturity Price and to apply the Exchange Rate at Maturity. Each such adjustment to the Exchange Rate and the Maturity Price shall be made successively.

Adjustment for Distributions, Reclassifications, etc. The Exchange Rate shall be subject to adjustment from time to time as follows: (i) If The Learning Company an Exchange Issuer shall: (A) pay a stock dividend or make a distribution, in each case, distribution with respect to the Learning Common Stock Exchange Issuer Securities in shares of such stocksecurities; (B) subdivide or split the outstanding shares Exchange Issuer Securities into a greater number of Learning Common Stocksecurities; (C) combine its the outstanding shares of Learning Common Stock Exchange Issuer Securities into a smaller number of sharessecurities; or (D) issue by reclassification (of Exchange Issuer Securities any other than a reclassification pursuant to clause (ii), (iii), (iv) or (v) securities of the definition of Adjustment Event in paragraph (b) of this Section) of its shares of Learning Common Stock any shares of common stock of The Learning CompanyExchange Issuer; or then, in any such event, the Exchange Rate shall be adjusted by adjusting each of the Share Components of the Exchange Rate in effect immediately prior to such event shall each be adjusted so that a the holder of any DECS MEDS of the relevant series shall thereafter be entitled to receive, upon mandatory exchange pursuant to Section 2.02 of the principal amount of such DECS MEDS at Maturity, as set forth in Section 13.1, the number of shares of Learning Common Stock (or, in the case of a reclassification referred to in clause (D) of this sentence, the number of shares of other common stock of The Learning Company issued pursuant thereto) Exchange Issuer Securities which such holder of such DECS would have owned or been entitled to receive immediately following such any event described above had such DECS MEDS been exchanged immediately prior to such event or any record date with respect thereto. Each such adjustment shall become effective at the opening of business on the Business Day next following the record date for determination of holders of Learning Common Stock Exchange Issuer Securities entitled to receive such dividend or distribution in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, split, combinations combination or reclassification. Each such adjustment shall be made successively. (ii) If The Learning Company an Exchange Issuer shall, after the date hereof, issue rights or warrants to all holders of Learning Common Stock Exchange Issuer Securities entitling them to subscribe for or purchase shares of Learning Common stock Exchange Issuer Securities (other than rights to purchase Learning Common Stock Exchange Issuer Securities pursuant to a plan for the reinvestment of dividendsdividends or interest) at a price per share security less than the Market market price of Exchange Issuer Securities (determined for purposes of this clause (ii) as the average Closing Price per share of the Learning Common Stock such Exchange Issuer Securities on the Business Day next following number of Trading Days specified in the record applicable Prospectus Supplement immediately prior to the date such rights or warrants are issued), then in each case the Exchange Rate for the determination relevant series of holders MEDS shall be adjusted by multiplying the Exchange Rate in effect immediately prior to the date of shares issuance of Learning Common Stock entitled to receive such rights or warrants by a fraction, the numerator of which shall be the number of Exchange Issuer Securities outstanding on the date of issuance of such rights or warrants, then in each caseimmediately prior to such issuance, the Exchange Rate shall be adjusted by multiplying each of the Share Components of the Exchange Rate in effect on the record date for the determination of holders of Learning Common Stock entitled to receive such right rights or warrants, by a fraction, of which the numerator shall be (A) the number of shares of Learning Common Stock outstanding on such record date plus (B) the number of additional shares of Learning Common Stock Exchange Issuer Securities offered for subscription or purchase pursuant to such rights or warrants, and the denominator of which the denominator shall be (x) the number of shares of Learning Common Stock Exchange Issuer Securities outstanding on the date of issuance of such record date rights or warrants, immediately prior to such issuance, plus (y) the number of additional shares of Learning Common Stock Exchange Issuer Securities which the aggregate offering price of the total number of shares of Learning Common Stock Exchange Issuer Securities so offered for subscription or purchase pursuant to such rights or warrants would purchase at such market price (calculated as the Market average Closing Price per security of the Learning Common Stock Exchange Issuer Securities on the Business Day next following number of Trading Days specified in the applicable Prospectus Supplement immediately prior to the date such record daterights or warrants are issued), which number of additional shares shall be determined by multiplying such total number of shares securities by the exercise price of such rights or warrants and dividing the product so obtained by such Market Price of Learning Common Stockmarket price. Such adjustment shall become effective at the opening of business on the Business Day next following the record date for the determination of holders of Learning Common Stock stockholders entitled to receive received such rights or warrants. To the extent that Exchange Issuer Securities are not delivered after the expiration of such rights or warrants expire prior to the Maturity of the DECS and shares of Learning Common Stock are not delivered pursuant to such rights or warrants prior to such expirationwarrants, the Exchange Rate for the relevant series of MEDS shall be readjusted to the Exchange Rate which would then be in effect had such adjustments for the issuance of such rights or warrants been made upon the basis of delivery of only the number of shares of Learning Common Stock Exchange Issuer Securities actually delivered pursuant to such rights or warrantsdelivered. Each such adjustment shall be made successively. (iii) If an Exchange Issuer shall pay a dividend or make a distribution to all holders of Exchange Issuer Securities of evidences of its indebtedness or other assets (excluding any dividends or distributions referred to in subparagraph (i) above and any cash dividends that do not constitute Extraordinary Cash Dividends (as defined in clause (vi) below)) or shall issue to all holders of Exchange Issuer Securities rights or warrants to subscribe for or purchase any of its securities (other than those referred to in subparagraph (ii) above), then in each such case, the Exchange Rate for the relevant series of MEDS shall be adjusted by multiplying the Exchange Rate in effect on the record date mentioned below by a fraction, the numerator of which shall be the market price per Exchange Issuer Security on the record date for the determination of securityholders entitled to receive such dividend or distribution (such market price being the average Closing Price per security of the Exchange Issuer Securities on the 20 Trading Days immediately prior to such record date), and the denominator of which shall be such market price per Exchange Issuer Security less the fair market value (as determined by a nationally recognized independent investment banking firm retained for such purpose by the Company) as of such record date of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights or warrants applicable to one Exchange Issuer Security. Each such adjustment shall become effective on the opening of business on the Business Day next following the record date for the determination of securityholders entitled to receive such dividend or distribution. Each such adjustment shall be made successively. (iv) Any shares of Learning Common Stock Exchange Issuer Securities issuable in payment of a dividend shall be deemed to have been issued immediately prior to the close of business on the record date for such dividend for purposes of calculating the number of outstanding shares of Learning Common Stock Exchange Issuer Securities under paragraph subparagraph (a)(iiii) of this Sectionabove. (ivv) All adjustments to the Exchange Rate will shall be calculated to the nearest 1/10,000th of a share of Learning Common Stock an Exchange Issuer Security (or if there is not a nearest 1/10,000th of a share of Learning Common Stock security, to the next lower 1/10,000th of a share of Learning Common Stocksecurity). No adjustment in the Exchange Rate shall be required unless such adjustment would require an increase or decrease of at least one percent therein; provided, however, that any adjustments which by reason of the foregoing this subparagraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment. If an adjustment is made to the Exchange Rate pursuant to paragraphs subparagraph (a)(ii), (ii) or (a)(iiiii) of this SectionSection 13.3(a), an adjustment shall also be made to the Maturity Price as such term is used throughout solely to determine which of paragraphs (a), (b) or (c) of the definition of Exchange Rate set forth in Section 1.0113.1 will apply at Maturity. The required adjustment to the Maturity Price shall be made at Maturity determined by multiplying the original Maturity Price by the cumulative number or fraction determined under paragraphs subparagraph (a)(ii), (ii) and/or or (a)(iiiii) of this Section by which the original then existing Exchange Rate was multiplied to adjust such rate. In the case of a reclassification of any shares of Learning Common Stock into any common stock of The Learning Company other than Learning Common Stock, such common stock This subparagraph (v) shall be deemed so used to be shares adjust the definition of Learning Common Stock solely to determine the Maturity Price only as such term is used for the first time in each of subparagraphs (a), (b) and (c) of the definition of Exchange Rate. (vi) For purposes of the foregoing, the term "Extraordinary Cash Dividend" shall mean, with respect to apply any one-year period, all cash dividends with respect to the Exchange Issuer Securities during such period to the extent such dividends exceed on a per security basis 10% of the average of the Closing Prices per security of the Exchange Issuer Securities over such one-year period, and for purposes of applying the formula set forth in clause (iii) above, the fair market value of such dividends being calculated pursuant to such clause (iii) shall be equal to (x) the aggregate amount of all such cash dividends occurring in such period minus (y) the aggregate amount of such other cash dividends occurring in such period for which a prior adjustment in the Exchange Rate at Maturitywas previously made under this Section 13.3(a). Each such adjustment to In making the Exchange Rate and determinations required by the Maturity Price foregoing sentence, the amount of cash dividends paid on a per security basis shall be made successivelyappropriately adjusted to reflect the occurrence during such period of any event described in Section 13.3(a).

Adjustment for Distributions, Reclassifications, etc. The Exchange Rate shall be subject to adjustment from time to time as follows: (i) If The Learning Company RMI shall: , after the date hereof: (A) pay a stock dividend or make a distribution, in each case, with respect to the Learning RMI Common Stock in shares of such stock; RMI Common Stock; (B) subdivide or split the outstanding shares of Learning RMI Common Stock; Stock into a greater number of shares; (C) combine its the outstanding shares of Learning RMI Common Stock into a smaller number of shares; or or (D) issue by reclassification (other than a reclassification pursuant to clause (ii), (iii), (iv) or (v) of the definition of Adjustment Event in paragraph (b) of this SectionEvent) of its shares of Learning RMI Common Stock any shares of common stock of The Learning CompanyRMI; or (each of the foregoing, together with the event described in paragraph (a)(ii) of this Section, a "Dilution Event") then, in any such event, the Exchange Rate shall be adjusted by adjusting each of the Share Components of the Exchange Rate in effect immediately prior to such event so that a holder of any DECS shall be entitled to receive, upon mandatory exchange pursuant to Section 2.02 of the principal amount of such DECS at Maturity, the number of shares of Learning RMI Common Stock (or, in the case of a reclassification referred to in clause (D) of this sentence, the number of other common shares of other common stock of The Learning Company RMI issued pursuant theretoto such reclassification) which such holder of such DECS would have owned or been entitled to receive immediately following such event had such DECS been exchanged immediately prior to such event or any record date with respect thereto. Each such adjustment shall become effective at the opening of business on the Business Day next following the record date for determination of holders of Learning RMI Common Stock entitled to receive such dividend or distribution in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, split, combinations combination or reclassification. Each such adjustment shall be made successively. (ii) If The Learning Company RMI shall, after the date hereof, issue rights or warrants to all holders of Learning RMI Common Stock entitling them to subscribe for or purchase shares of Learning RMI Common stock Stock (other than rights to purchase Learning RMI Common Stock pursuant to a plan for the reinvestment of dividendsdividends or interest) at a price per share less than the Market Price of the Learning RMI Common Stock on the Business Day next following the record date for the determination of holders of shares of Learning RMI Common Stock entitled to receive such rights or warrants, then in each case, case the Exchange Rate shall be adjusted by multiplying each of the Share Components of the Exchange Rate in effect on the record date for the determination issuance of holders of Learning Common Stock entitled to receive such right rights or warrants, warrants by a fraction, of which the numerator shall be (A) the number of shares of Learning RMI Common Stock outstanding on such the record date for the issuance of such rights or warrants, plus (B) the number of additional shares of Learning RMI Common Stock offered for subscription or purchase -7- 9 pursuant to such rights or warrants, and of which the denominator shall be (x) the number of shares of Learning RMI Common Stock outstanding on such the record date for the issuance of such rights or warrants, plus (y) the number of additional shares of Learning RMI Common Stock which the aggregate offering price of the total number of shares of Learning RMI Common Stock so offered for subscription or purchase pursuant to such rights or warrants would purchase at the Market Price of the Learning RMI Common Stock on the Business Day next following the record date for the determination of holders of RMI Common Stock entitled to receive such record daterights or warrants, which number of additional shares shall be determined by multiplying such total number of shares by the exercise price of such rights or warrants and dividing the product so obtained by such Market Price of Learning Common StockPrice. Such adjustment shall become effective at the opening of business on the Business Day next following the record date for the determination of holders of Learning RMI Common Stock entitled to receive such rights or warrants. To the extent that such rights or warrants expire prior to the Maturity of the DECS and shares of Learning RMI Common Stock are not delivered pursuant to such rights or warrants prior to such expiration, the Exchange Rate shall be readjusted to the Exchange Rate which would then be in effect had such adjustments for the issuance of such rights or warrants been made upon the basis of delivery of only the number of shares of Learning RMI Common Stock actually delivered pursuant to such rights or warrants. Each such adjustment shall be made successively. (iii) Any shares of Learning RMI Common Stock issuable in payment of a dividend shall be deemed to have been issued immediately prior to the close of business on the record date for such dividend for purposes of calculating the number of outstanding shares of Learning RMI Common Stock under paragraph (a)(ii) of this Section. (iv) All adjustments to the Exchange Rate will shall be calculated to the nearest 1/10,000th of a share of Learning RMI Common Stock (or if there is not a nearest 1/10,000th of a share of Learning Common Stock share, to the next lower 1/10,000th of a share of Learning Common Stockshare). No adjustment in the Exchange Rate shall be required unless such adjustment would require an increase or decrease of at least one percent therein; provided, however, that any adjustments which by reason of the foregoing this paragraph (a)(iv) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. If an adjustment is made to the Exchange Rate pursuant to paragraphs (a)(i) or (a)(ii) of this Section, an adjustment shall also be made to the Maturity Price as such term is used throughout to determine which of clauses (a), (b) or (c) of the definition of "Exchange Rate" will apply at Maturity and for purposes of calculating the fraction in sub-clause (b)(i) of the definition of Exchange Rate set forth in Section 1.01Rate. The required adjustment to the Maturity Price shall be made at Maturity by multiplying the original Maturity Price by the cumulative number or fraction determined under paragraphs (a)(i) and/or (a)(ii) of this Section by which pursuant to the original Exchange Rate was multiplied to adjust such rateShare Component adjustment procedure described above. In the case of a the reclassification of any shares of Learning RMI Common Stock into any common stock of The Learning Company RMI other than Learning RMI Common Stock, such common stock shall be deemed to be shares of Learning RMI Common Stock solely to determine the Maturity Price and to apply the Exchange Rate at Maturity. Each such adjustment to the Exchange Rate and the Maturity Price shall be made successively.

Adjustment for Distributions, Reclassifications, etc. The Exchange Rate shall be subject to adjustment from time to time as follows: (i) If The Learning Company EOG shall: (A) pay a stock dividend or make a distribution, in each case, distribution with respect to the Learning EOG Common Stock in shares of such stock; (B) subdivide or split the outstanding shares of Learning EOG Common StockStock into a greater number of shares; (C) combine its the outstanding shares of Learning EOG Common Stock into a smaller number of shares; or (D) issue by reclassification (other than a reclassification pursuant to clause (ii), (iii), (iv) or (v) of the definition of Adjustment Event in paragraph (b) of this Section) of its shares of Learning EOG Common Stock any shares of common stock of The Learning CompanyEOG; or then, in any such event, the Exchange Rate shall be adjusted by adjusting each of the Share Components of the Exchange Rate in effect immediately prior to such event shall be adjusted so that a holder the Holder of any DECS 2002 Exchangeable Note shall thereafter be entitled to receive, upon mandatory exchange pursuant to Section 2.02 of the principal amount of such DECS 2002 Exchangeable Note at Maturity, as set forth in Section 1401, the number of shares of Learning EOG Common Stock (or, in the case of a reclassification referred to in clause (D) of this sentence, the number of shares of other common stock of The Learning Company issued pursuant thereto) which such holder of such DECS Holder would have owned or been entitled to receive immediately following such any event described above had such DECS 2002 Exchangeable Note been exchanged immediately prior to such event or any record date with respect thereto. Each such adjustment shall become effective at the opening of business on the Business Day next following the record date for determination of holders of Learning EOG Common Stock entitled to receive such dividend or distribution in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, split, combinations combination or reclassification. Each such adjustment shall be made successively. (ii) If The Learning Company EOG shall, after the date hereof, issue rights or warrants to all holders of Learning EOG Common Stock entitling them to subscribe for or purchase shares of Learning EOG Common stock Stock (other than rights to purchase Learning EOG Common Stock pursuant to a plan for the reinvestment of dividendsdividends or interest) at a price per share less than the Market Price current market price of the Learning EOG Common Stock on (determined for purposes of this clause (ii) as the Business Day next following the record date average Closing Price per share of EOG Common Stock for the determination of holders of shares of Learning Common Stock entitled 20 Trading Days immediately prior to receive the date such rights or warrantswarrants are issued), then in each case, case the Exchange Rate shall be adjusted by multiplying each of the Share Components of the Exchange Rate in effect on immediately prior to the record date for the determination of holders issuance of Learning Common Stock entitled to receive such right rights or warrants, by a fraction, of which the numerator shall be (A) the number of shares of Learning EOG Common Stock outstanding on the date of issuance of such record date rights or warrants, immediately prior to such issuance, plus (B) the number of additional shares of Learning EOG Common Stock offered for subscription or purchase pursuant to such rights or warrants, and of which the denominator shall be (x) the number of shares of Learning EOG Common Stock outstanding on the date of issuance of such record date rights or warrants, immediately prior to such issuance, plus (y) the number of additional shares of Learning EOG Common Stock which the aggregate offering price of the total number of shares of Learning EOG Common Stock so offered for subscription or purchase pursuant to such rights or warrants would purchase at such current market price (calculated as the Market average Closing Price per share of the Learning EOG Common Stock on for the Business Day next following 20 Trading Days immediately prior to the date such record daterights or warrants are issued), which number of additional shares shall be determined by multiplying such total number of shares by the exercise price of such rights or warrants and dividing the product so obtained by such Market Price of Learning Common Stockcurrent market price. Such adjustment shall become effective at the opening of business on the Business Day next following the record date for the determination of holders of Learning Common Stock stockholders entitled to receive such rights or warrants. To the extent that such rights or warrants expire prior to the Maturity of the DECS and shares of Learning EOG Common Stock are not delivered pursuant to after the expiration of such rights or warrants prior to such expirationwarrants, the Exchange Rate shall be readjusted to the Exchange Rate which would then be in effect had such adjustments for the issuance of such rights or warrants been made upon the basis of delivery of only the number of shares of Learning EOG Common Stock actually delivered pursuant to such rights or warrantsdelivered. Each such adjustment shall be made successively. (iii) If EOG shall pay a dividend or make a distribution to all holders of EOG Common Stock of evidence of its indebtedness or other assets (excluding any dividends or distributions referred to in subparagraph (i) above or any ordinary periodic cash dividends that do not constitute Extraordinary Cash Dividends (as defined in clause (vi) below)) or shall issue to all holders of EOG Common Stock rights or warrants to subscribe for or purchase any of its securities (other than those referred to in subparagraph (ii) above), then in each such case, the Exchange Rate shall be adjusted by multiplying the Exchange Rate in effect on the record date mentioned below, by a fraction of which the numerator shall be the current market price per share of the EOG Common Stock on the record date for the determination of stockholders entitled to receive such dividend or distribution (such current market price being determined for purposes of this clause (iii) as the average Closing Price per share of EOG Common Stock for the 20 Trading Days immediately prior to such record date), and of which the denominator shall be such current market price per share of EOG Common Stock less the fair market value (as determined by the Board of Directors of the Company, whose determination shall be conclusive, and described in a resolution adopted with respect thereto) as of such record date of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights or warrants applicable to one share of EOG Common Stock. Each such adjustment shall become effective on the opening of business on the Business Day next following the record date for the determination of stockholders entitled to receive such dividend or distribution. Each such adjustment shall be made successively. (iv) Any shares of Learning EOG Common Stock issuable in payment of a dividend shall be deemed to have been issued immediately prior to the close of business on the record date for such dividend for purposes of calculating the number of outstanding shares of Learning EOG Common Stock under paragraph subparagraph (a)(iiii) of this Sectionabove. (ivv) All adjustments to the Exchange Rate will shall be calculated to the nearest nearer 1/10,000th of a share of Learning EOG Common Stock (or if there is not a nearest nearer 1/10,000th of a share of Learning Common Stock to the next lower 1/10,000th of a share of Learning Common Stockshare). No adjustment in the Exchange Rate shall be required unless such adjustment would require an increase or decrease of at least one percent therein; provided, however, that any adjustments which by reason of the foregoing this subparagraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment. If an adjustment is made to the Exchange Rate pursuant to paragraphs subparagraph (a)(ii), (ii) or (a)(iiiii) of this SectionSection 1403(a), an adjustment shall also be made to the Maturity Price as such term is used throughout solely to determine which of paragraphs (a), (b) or (c) of the definition of Exchange Rate set forth in Section 1.011401 will apply at Maturity. The required adjustment to the Maturity Price shall be made at Maturity determined by multiplying the original Maturity Price by the cumulative number or fraction determined under paragraphs subparagraph (a)(ii), (ii) and/or or (a)(iiiii) of this Section by which the original then existing Exchange Rate was multiplied to adjust such rate. In This subparagraph (v) shall be so used to adjust the case definition of a reclassification Maturity Price only as such term is used for the first time in each of subparagraphs (a), (b) and (c) of the definition of Exchange Rate. (vi) For purposes of the foregoing, the term "Extraordinary Cash Dividend" shall mean, with respect to any shares of Learning consecutive 365-day period, any cash dividend with respect to EOG Common Stock into any common stock the amount of The Learning Company which, together with the aggregate amount of all other than Learning such cash dividends on the EOG Common StockStock occurring in such 365-day period, exceeds on a per share basis 10% of the average of the Closing Price per share of the EOG Common Stock over such common stock 365-day period, and for purposes of applying the formula set forth in clause (iii) above, the fair market value of such dividends being calculated pursuant to such clause (iii) shall be deemed equal to be shares (x) the aggregate amount of Learning Common Stock solely to determine such cash dividend together with the Maturity Price and to apply amounts of such other cash dividends occurring in such period minus (y) the aggregate amount of such other cash dividends occurring in such period for which a prior adjustment in the Exchange Rate at Maturitywas previously made under this Section 1403(a). Each such adjustment to In making the Exchange Rate and determinations required by the Maturity Price foregoing sentence, the amount of cash dividends paid on a per share basis shall be made successivelyappropriately adjusted to reflect the occurrence during such period of any event described in Section 1403(a).

Adjustment for Distributions, Reclassifications, etc. The Exchange Rate shall be subject to adjustment from time to time as follows: (i) If The Learning Company Devon shall: (A) pay a stock dividend or make a distribution, in each either case, with respect to the Learning Devon Common Stock in shares of such stock; (B) subdivide or split the outstanding shares of Learning Devon Common StockStock into a greater number of shares; (C) combine its the outstanding shares of Learning Devon Common Stock into a smaller number of shares; or (D) issue by reclassification (other than a reclassification pursuant to clause (ii), (iii), (iv) or (v) of the definition of Adjustment Event in paragraph (b) of this Section) of its shares of Learning Devon Common Stock any shares of common stock of The Learning CompanyDevon; or then, in any such event, the Exchange Rate shall be adjusted by adjusting each of the Share Components of the Exchange Rate in effect immediately prior to such event so that a holder of any DECS shall be entitled to receive, upon exchange pursuant to Section 2.02 of the principal amount of such DECS at Maturity, the number of shares of Learning Devon Common Stock (or, in the case of a reclassification referred to in clause (D) of this sentence, the number of shares of other common stock of The Learning Company Devon issued pursuant thereto) which such holder of such DECS would have owned or been entitled to receive immediately following such event had such DECS been exchanged immediately prior to such event or any record date with respect thereto. Each such adjustment shall become effective at the opening of business on the Business Day next following the record date for determination of holders of Learning Devon Common Stock entitled to receive such dividend or distribution in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, split, combinations combination or reclassification. Each such adjustment shall be made successively. (ii) If The Learning Company Devon shall, after the date hereof, issue rights or warrants to all holders of Learning Devon Common Stock entitling them to subscribe for or purchase shares of Learning Devon Common stock Stock (other than rights to purchase Learning Devon Common Stock pursuant to a plan for the reinvestment of dividends) at a price per share less than the Market Price of the Learning Devon Common Stock on the Business Day next following the record date for the determination of holders of shares of Learning Devon Common Stock entitled to receive such rights or warrants, then in each case, the Exchange Rate shall be adjusted by multiplying each of the Share Components of the Exchange Rate in effect on the record date for the determination of holders of Learning Devon Common Stock entitled to receive such right rights or warrants, by a fraction, of which the numerator shall be (A) the number of shares of Learning Devon Common Stock outstanding on such record date plus (B) the number of additional shares of Learning Devon Common Stock offered for subscription or purchase pursuant to such rights or warrants, and of which the denominator shall be (x) the number of shares of Learning Devon Common Stock outstanding on such record date plus (y) the number of additional shares of Learning Devon Common Stock which the aggregate offering price of the total number of shares of Learning Devon Common Stock so offered for subscription or purchase pursuant to such rights or warrants would purchase at the Market Price of the Learning Devon Common Stock on the Business Day next following such record date, which number of additional shares shall be determined by multiplying such total number of shares by the exercise price of such rights or warrants and dividing the product so obtained by such Market Price of Learning Devon Common Stock. Such adjustment shall become effective at the opening of business on the Business Day next following the record date for the determination of holders of Learning Devon Common Stock entitled to receive such rights or warrants. To the extent that such rights or warrants expire prior to the Maturity of the DECS and shares of Learning Common Stock are not delivered pursuant to such rights or warrants prior to such expiration, the Exchange Rate shall be readjusted to the Exchange Rate which would then be in effect had such adjustments for the issuance of such rights or warrants been made upon the basis of delivery of only the number of shares of Learning Common Stock actually delivered pursuant to such rights or warrants. Each such adjustment shall be made successively. (iii) Any shares of Learning Common Stock issuable in payment of a dividend shall be deemed to have been issued immediately prior to the close of business on the record date for such dividend for purposes of calculating the number of outstanding shares of Learning Common Stock under paragraph (a)(ii) of this Section. (iv) All adjustments to the Exchange Rate will be calculated to the nearest 1/10,000th of a share of Learning Common Stock (or if there is not a nearest 1/10,000th of a share of Learning Common Stock to the next lower 1/10,000th of a share of Learning Common Stock). No adjustment in the Exchange Rate shall be required unless such adjustment would require an increase or decrease of at least one percent therein; provided, however, that any adjustments which by reason of the foregoing are not required to be made shall be carried forward and taken into account in any subsequent adjustment. If an adjustment is made to the Exchange Rate pursuant to paragraphs (a)(i) or (a)(ii) of this Section, an adjustment shall also be made to the Maturity Price as such term is used throughout the definition of Exchange Rate set forth in Section 1.01. The required adjustment to the Maturity Price shall be made at Maturity by multiplying the original Maturity Price by the cumulative number or fraction determined under paragraphs (a)(i) and/or (a)(ii) of this Section by which the original Exchange Rate was multiplied to adjust such rate. In the case of a reclassification of any shares of Learning Common Stock into any common stock of The Learning Company other than Learning Common Stock, such common stock shall be deemed to be shares of Learning Common Stock solely to determine the Maturity Price and to apply the Exchange Rate at Maturity. Each such adjustment to the Exchange Rate and the Maturity Price shall be made successively.the

Adjustment for Distributions, Reclassifications, etc. The Exchange Rate shall be subject to adjustment from time to time as follows: (i) If The Learning Company EOG shall: (A) pay a stock dividend or make a distribution, in each case, distribution with respect to the Learning EOG Common Stock in shares of such stock; (B) subdivide or split the outstanding shares of Learning EOG Common StockStock into a greater number of shares; (C) combine its the outstanding shares of Learning EOG Common Stock into a smaller number of shares; or (D) issue by reclassification (other than a reclassification pursuant to clause (ii), (iii), (iv) or (v) of the definition of Adjustment Event in paragraph (b) of this Section) of its shares of Learning EOG Common Stock any shares of common stock of The Learning CompanyEOG; or then, in any such event, the Exchange Rate shall be adjusted by adjusting each of the Share Components of the Exchange Rate in effect immediately prior to such event shall be adjusted so that a holder the Holder of any DECS Exchangeable Note shall thereafter be entitled to receive, upon mandatory exchange pursuant to Section 2.02 of the principal amount of such DECS Exchangeable Note at Maturity, as set forth in Section 1401, the number of shares of Learning EOG Common Stock (or, in the case of a reclassification referred to in clause (D) of this sentence, the number of shares of other common stock of The Learning Company issued pursuant thereto) which such holder of such DECS Holder would have owned or been entitled to receive immediately following such any event described above had such DECS Exchangeable Note been exchanged immediately prior to such event or any record date with respect thereto. Each such adjustment shall become effective at the opening of business on the Business Day next following the record date for determination of holders of Learning EOG Common Stock entitled to receive such dividend or distribution in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, split, combinations combination or reclassification. Each such adjustment shall be made successively. (ii) If The Learning Company EOG shall, after the date hereof, issue rights or warrants to all holders of Learning EOG Common Stock entitling them to subscribe for or purchase shares of Learning EOG Common stock Stock (other than rights to purchase Learning EOG Common Stock pursuant to a plan for the reinvestment of dividendsdividends or interest) at a price per share less than the Market current market price of EOG Common Stock (determined for purposes of this clause (ii) as the average Closing Price per share of the Learning EOG Common Stock on the Business Day next following 20 Trading Days immediately prior to the record date for the determination of holders of shares of Learning Common Stock entitled to receive such rights or warrantswarrants are issued), then in each case, case the Exchange Rate shall be adjusted by multiplying each of the Share Components of the Exchange Rate in effect on immediately prior to the record date for the determination of holders issuance of Learning Common Stock entitled to receive such right rights or warrants, by a fraction, of which the numerator shall be (A) the number of shares of Learning EOG Common Stock outstanding on the date of issuance of such record date rights or warrants, immediately prior to such issuance, plus (B) the number of additional shares of Learning EOG Common Stock offered for subscription or purchase pursuant to such rights or warrants, and of which the denominator shall be (x) the number of shares of Learning EOG Common Stock outstanding on the date of issuance of such record date rights or warrants, immediately prior to such issuance, plus (y) the number of additional shares of Learning EOG Common Stock which the aggregate offering price of the total number of shares of Learning EOG Common Stock so offered for subscription or purchase pursuant to such rights or warrants would purchase at such current market price (calculated as the Market average Closing Price per share of the Learning EOG Common Stock on for the Business Day next following 20 Trading Days immediately prior to the date such record daterights or warrants are issued), which number of additional shares shall be determined by multiplying such total number of shares by the exercise price of such rights or warrants and dividing the product so obtained by such Market Price of Learning Common Stockcurrent market price. Such adjustment shall become effective at the opening of business on the Business Day next following the record date for the determination of holders of Learning Common Stock stockholders entitled to receive such rights or warrants. To the extent that such rights or warrants expire prior to the Maturity of the DECS and shares of Learning EOG Common Stock are not delivered pursuant to after the expiration of such rights or warrants prior to such expirationwarrants, the Exchange Rate shall be readjusted to the Exchange Rate which would then be in effect had such adjustments for the issuance of such rights or warrants been made upon the basis of delivery of only the number of shares of Learning EOG Common Stock actually delivered pursuant to such rights or warrantsdelivered. Each such adjustment shall be made successively. (iii) Any shares If EOG shall pay a dividend or make a distribution to all holders of Learning EOG Common Stock issuable of evidence of its indebtedness or other assets (excluding any dividends or distributions referred to in payment subparagraph (i) above or any ordinary periodic cash dividends that do no constitute Extraordinary Cash Dividends (as defined in clause (vi) below)) or shall issue to all holders of a dividend EOG Common Stock rights or warrants to subscribe for or purchase any of its securities (other than those referred to in subparagraph (ii) above), then in each such case, the Exchange Rate shall be deemed to have been issued immediately prior to adjusted by multiplying the close Exchange Rate in effect on the record date mentioned below, by a fraction of business which the numerator shall be the current market price per share of the EOG Common Stock on the record date for the determination of stockholders entitled to receive such dividend or distribution (such current market price being determined for purposes of calculating this clause (iii) as the number average Closing Price per share of outstanding shares of Learning EOG Common Stock under paragraph (a)(ii) on the 20 Trading Days immediately prior to such record date), and of this Section. (iv) All adjustments to which the Exchange Rate will denominator shall be calculated to the nearest 1/10,000th of a such current market price per share of Learning EOG Common Stock less the fair market value (as determined by the Board of Directors of the Company, whose determination shall be conclusive, and described in a resolution adopted with respect thereto) as of such record date of the portion of the assets or if there is not a nearest 1/10,000th evidences of a indebtedness so distributed or of such subscription rights or warrants applicable to one share of Learning Common Stock to the next lower 1/10,000th of a share of Learning Common Stock). No adjustment in the Exchange Rate shall be required unless such adjustment would require an increase or decrease of at least one percent therein; provided, however, that any adjustments which by reason of the foregoing are not required to be made shall be carried forward and taken into account in any subsequent adjustment. If an adjustment is made to the Exchange Rate pursuant to paragraphs (a)(i) or (a)(ii) of this Section, an adjustment shall also be made to the Maturity Price as such term is used throughout the definition of Exchange Rate set forth in Section 1.01. The required adjustment to the Maturity Price shall be made at Maturity by multiplying the original Maturity Price by the cumulative number or fraction determined under paragraphs (a)(i) and/or (a)(ii) of this Section by which the original Exchange Rate was multiplied to adjust such rate. In the case of a reclassification of any shares of Learning Common Stock into any common stock of The Learning Company other than Learning Common Stock, such common stock shall be deemed to be shares of Learning Common Stock solely to determine the Maturity Price and to apply the Exchange Rate at Maturity. Each such adjustment to the Exchange Rate and the Maturity Price shall be made successively.EOG Common

Adjustment for Distributions, Reclassifications, etc. The Exchange Rate shall be subject to adjustment from time to time as follows: (i) If The Learning Company Cincinnati Bell shall: (A) pay a stock dividend (xxxxr than an Ordinary Share Dividend) or make a distribution, in each either case, with respect to the Learning Cincinnati Bell Common Stock Shares in shares of such stockshares; (B) subdivide or split the outstanding shares of Learning Cincinnati Bell Common StockShares into a greater numbxx xf shares; (C) combine its the outstanding shares of Learning Cincinnati Bell Common Stock Shares into a smaller number of numbxx xf shares; or (D) issue by reclassification (other than a reclassification pursuant to clause (ii), (iii), (iv) or (v) of the definition of Adjustment Event in paragraph (b) of this Section) of its Cincinnati Bell Common Shares any common shares of Learning Common Stock any shares of common stock of The Learning Companyox Xxncinnati Bell; or then, in any such event, the Exchange Rate Exchangx Xxte shall be adjusted by adjusting each of the Share Components of the Exchange Rate in effect immediately prior to such event so that a holder Holder of any DECS shall be entitled to receive, upon mandatory exchange pursuant to Section 2.02 of the principal amount of such DECS at Maturity, the number of shares of Learning Cincinnati Bell Common Stock Shares (or, in the case of a reclassification rexxxxsification referred to in clause (D) of this sentence, the number of other common shares of other common stock of The Learning Company Cincinnati Bell issued pursuant thereto) which such holder Hoxxxx of such DECS would have owned or been entitled to receive immediately following such event had such DECS been exchanged immediately prior to such event or any record date with respect thereto. Each such adjustment shall become effective at the opening of business on the Business Day next following the record date for determination of holders of Learning Cincinnati Bell Common Stock Shares entitled to receive such dividend xxxidend or distribution in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, split, combinations combination or reclassification. Each such adjustment shall be made successively. (ii) If The Learning Company Cincinnati Bell shall, after the date hereof, issue rights rixxxx or warrants to all holders of Learning Cincinnati Bell Common Stock Shares entitling them to subscribe subscrxxx for or purchase shares of Learning Cincinnati Bell Common stock Shares (other than rights to purchase Learning purchasx Xxncinnati Bell Common Stock Shares pursuant to a plan for the reinvestment txx xeinvestment of dividendsdividends or interest) at a price per share less than the Current Market Price of the Learning Cincinnati Bell Common Stock Shares on the Business Day next following xxxlowing the record date for the determination of holders of shares of Learning Cincinnati Bell Common Stock Shares entitled to receive such rights righxx or warrants, then in each case, case the Exchange Rate shall be adjusted by multiplying each of the Share Components of the Exchange Rate in effect on the record date for the determination issuance of holders of Learning Common Stock entitled to receive such right rights or warrants, warrants by a fraction, of which the numerator shall be (A) the number of shares of Learning Cincinnati Bell Common Stock Shares outstanding on the recorx xxte for the issuance of such record date rights or warrants, plus (B) the number of additional shares of Learning Cincinnati Bell Common Stock Shares offered for subscription or xx purchase pursuant to such rights or warrants, and of which the denominator shall be (x) the number of shares of Learning Cincinnati Bell Common Stock Shares outstanding on the recorx xxte for the issuance of such record date rights or warrants, plus (y) the number of additional shares of Learning Cincinnati Bell Common Stock Shares which the aggregate offering offexxxx price of the total number of shares of Learning Cincinnati Bell Common Stock Shares so offered for subscription or purchase ox xxrchase pursuant to such rights or warrants would purchase at the such Current Market Price of the Learning Common Stock on the Business Day next following such record datePrice, which number of additional shares shall be determined by multiplying such total number of shares by the exercise price of such rights or warrants and dividing the product so obtained by such Current Market Price of Learning Common StockPrice. Such adjustment shall become effective at the opening of business on the Business Day next following the record date for the determination of holders of Learning Cincinnati Bell Common Stock Shares entitled to receive such rights xxxhts or warrants. To the extent that such rights or warrants expire prior to the Maturity of the DECS and shares of Learning Cincinnati Bell Common Stock Shares are not delivered pursuant to xo such rights or warrants prior to such expiration, the Exchange Rate shall be readjusted to the Exchange Rate which would then be in effect had such adjustments for the issuance of such rights or warrants been made upon the basis of delivery of only the number of shares of Learning Cincinnati Bell Common Stock Shares actually delivered pursuant to tx such rights or warrants. Each such adjustment shall be made successively. (iii) Any shares of Learning Cincinnati Bell Common Stock Shares issuable in payment of a dividend xxxidend shall be deemed to have been issued immediately prior to the close of business on the record date for such dividend for purposes of calculating the number of outstanding shares of Learning Cincinnati Bell Common Stock Shares under paragraph (a)(ii) of this xx xhis Section. (iv) All adjustments to the Exchange Rate will shall be calculated to the nearest 1/10,000th of a share of Learning Cincinnati Bell Common Stock Share (or if there is not a nearest neaxxxx 1/10,000th of a share of Learning Common Stock share, to the next lower 1/10,000th of a share of Learning Common Stockshare). No adjustment in the Exchange Rate shall be required unless such adjustment would require an increase or decrease of at least one percent therein; provided, however, that any adjustments which by reason of the foregoing this paragraph (a)(iv) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. If an adjustment is made to the Exchange Rate pursuant to paragraphs paragraph (a)(i) or (a)(ii) of this Section, an adjustment shall also be made to the Maturity Price as such term is used throughout the definition of Exchange Rate set forth in Section 1.01. The required adjustment to the Maturity Price shall be made at Maturity by multiplying the original Maturity Price by the cumulative number or fraction determined under paragraphs (a)(i) and/or (a)(ii) of this Section by which the original Exchange Rate was multiplied to adjust such rate. In the case of a the reclassification of any shares of Learning Cincinnati Bell Common Stock Shares into any common stock of The Learning Company shares ox Xxncinnati Bell other than Learning Cincinnati Bell Common StockSharxx, such common stock shares shall be deemed to be shares of Learning Cincinnati Bell Common Stock Shares solely to determine the Maturity Xxxxrity Price and to apply the Exchange Rate at Maturity. Each such adjustment to the Exchange Rate and the Maturity Price shall be made successively.

Adjustment for Distributions, Reclassifications, etc. The Exchange Rate shall be subject to adjustment from time to time as follows: (i) If The Learning Company Cincinnati Bell shall: (A) pay a stock dividend (other than xx Xrdinary Share Dividend) or make a distribution, in each either case, with respect to the Learning Cincinnati Bell Common Stock Shares in shares of such stockshares; (B) subdivide subdxxxxe or split the outstanding shares Cincinnati Bell Common Shares into a greater number of Learning Common Stocksharex; (C) combine its the outstanding shares of Learning Cincinnati Bell Common Stock Shares into a smaller number of sharessharex; orxr (D) issue by reclassification (other than a reclassification pursuant to clause (ii), (iii), (iv) or (v) of the definition of Adjustment Event in paragraph (b) of this Section) of its Cincinnati Bell Common Shares any common shares of Learning Common Stock any shares of common stock of The Learning CompanyCincinnatx Xxll; or then, in any such event, the Exchange Rate shall be shalx xx adjusted by adjusting each of the Share Components of the Exchange Rate in effect immediately prior to such event so that a holder Holder of any DECS shall be entitled to receive, upon mandatory exchange pursuant to Section 2.02 of the principal amount of such DECS at Maturity, the number of shares of Learning Cincinnati Bell Common Stock Shares (or, in the case of a reclassification reclassificatxxx referred to in clause (D) of this sentence, the number of other common shares of other common stock of The Learning Company Cincinnati Bell issued pursuant thereto) which such holder Holder of such DECS sucx XXCS would have owned or been entitled to receive immediately following such event had such DECS been exchanged immediately prior to such event or any record date with respect thereto. Each such adjustment shall become effective at the opening of business on the Business Day next following the record date for determination of holders of Learning Cincinnati Bell Common Stock Shares entitled to receive such dividend or distribution ox xxstribution in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, split, combinations combination or reclassification. Each such adjustment shall be made successively. (ii) If The Learning Company Cincinnati Bell shall, after the date hereof, issue rights or warrants warxxxxs to all holders of Learning Cincinnati Bell Common Stock Shares entitling them to subscribe for or purchase shares of Learning xxxxhase Cincinnati Bell Common stock Shares (other than rights to purchase Learning Cincinnatx Xxll Common Stock Shares pursuant to a plan for the reinvestment reinvestxxxx of dividendsdividends or interest) at a price per share less than the Current Market Price of the Learning Cincinnati Bell Common Stock Shares on the Business Day next following the xxx record date for the determination of holders of shares of Learning Cincinnati Bell Common Stock Shares entitled to receive such rights or warrantsxxxxants, then in each case, case the Exchange Rate shall be adjusted by multiplying each of the Share Components of the Exchange Rate in effect on the record date for the determination issuance of holders of Learning Common Stock entitled to receive such right rights or warrants, warrants by a fraction, of which the numerator shall be (A) the number of shares of Learning Cincinnati Bell Common Stock Shares outstanding on such the record date for xxx issuance of such rights or warrants, plus (B) the number of additional shares of Learning Cincinnati Bell Common Stock Shares offered for subscription or purchase pursuant purchasx xxrsuant to such rights or warrants, and of which the denominator shall be (x) the number of shares of Learning Cincinnati Bell Common Stock Shares outstanding on such the record date for xxx issuance of such rights or warrants, plus (y) the number of additional shares of Learning Cincinnati Bell Common Stock Shares which the aggregate offering price of the xx xhe total number of shares of Learning Cincinnati Bell Common Stock Shares so offered for subscription or purchase pursuant to such rights or warrants would purchase at the such Current Market Price of the Learning Common Stock on the Business Day next following such record datePrice, which number of additional shares shall be determined by multiplying such total number of shares by the exercise price of such rights or warrants and dividing the product so obtained by such Current Market Price of Learning Common StockPrice. Such adjustment shall become effective at the opening of business on the Business Day next following the record date for the determination of holders of Learning Cincinnati Bell Common Stock Shares entitled to receive such rights or warrantsxxxxants. To the extent that such rights or warrants expire prior to the Maturity of the DECS and shares of Learning Cincinnati Bell Common Stock Shares are not delivered pursuant to such rights xxxxts or warrants prior to such expiration, the Exchange Rate shall be readjusted to the Exchange Rate which would then be in effect had such adjustments for the issuance of such rights or warrants been made upon the basis of delivery of only the number of shares of Learning Cincinnati Bell Common Stock Shares actually delivered pursuant to such rights xxxhts or warrants. Each such adjustment shall be made successively. (iii) Any shares of Learning Cincinnati Bell Common Stock Shares issuable in payment of a dividend shall sxxxx be deemed to have been issued immediately prior to the close of business on the record date for such dividend for purposes of calculating the number of outstanding shares of Learning Cincinnati Bell Common Stock Shares under paragraph (a)(ii) of this SectionSecxxxx. (iv) All adjustments to the Exchange Rate will shall be calculated to the nearest 1/10,000th of a share of Learning Cincinnati Bell Common Stock Share (or if there is not a nearest 1/10,000th 1/10,000xx of a share of Learning Common Stock share, to the next lower 1/10,000th of a share of Learning Common Stockshare). No adjustment in the Exchange Rate shall be required unless such adjustment would require an increase or decrease of at least one percent therein; provided, however, that any adjustments which by reason of the foregoing this paragraph (a)(iv) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. If an adjustment is made to the Exchange Rate pursuant to paragraphs paragraph (a)(i) or (a)(ii) of this Section, an adjustment shall also be made to the Maturity Price as such term is used throughout the definition of Exchange Rate set forth in Section 1.01. The required adjustment to the Maturity Price shall be made at Maturity by multiplying the original Maturity Price by the cumulative number or fraction determined under paragraphs (a)(i) and/or (a)(ii) of this Section by which the original Exchange Rate was multiplied to adjust such rate. In the case of a the reclassification of any shares of Learning Cincinnati Bell Common Stock Shares into any common stock shares of The Learning Company Cincinnatx Xxll other than Learning Cincinnati Bell Common StockShares, such common stock coxxxx shares shall be deemed to be shares of Learning Xxxcinnati Bell Common Stock Shares solely to determine the Maturity Price Prxxx and to apply the Exchange Rate at Maturity. Each such adjustment to the Exchange Rate and the Maturity Price shall be made successively.

Adjustment for Distributions, Reclassifications, etc. The Exchange Rate shall be subject to adjustment from time to time as follows: (i) If The Learning Company IBC shall, after the date hereof: (A) pay a stock dividend or make a distribution, in each case, with respect to the Learning IBC Common Stock in shares of such stockIBC Common Stock; (B) subdivide or split the outstanding shares of Learning IBC Common StockStock into a greater number of shares; (C) combine its the outstanding shares of Learning IBC Common Stock into a smaller number of shares; or (D) issue by reclassification (other than a reclassification pursuant to clause (ii), (iii), (iv) or (v) of the definition of Adjustment Event in paragraph (bEvent) of this Section) of its the outstanding shares of Learning IBC Common Stock any shares of common stock of The Learning CompanyIBC; or (each of the foregoing, together with the event described in paragraph (a)(ii) of this Section, a "Dilution Event") then, in any such event, the Exchange Rate shall be adjusted by adjusting each of the Share Components of the Exchange Rate in effect immediately prior to such event so that a holder of any DECS SAILS shall be entitled to receive, upon mandatory exchange pursuant to Section 2.02 of the principal amount of such DECS SAILS at Maturity, the number of shares of Learning IBC Common Stock (or, in the case of a reclassification referred to in clause (D) of this sentence, such number of shares and/or the number of other common shares of other common stock of The Learning Company IBC issued pursuant theretoto such reclassification, determined by allocating each of the Share Components among the securities held by a holder of IBC Common Stock following such event) which such holder of such DECS SAILS would have owned or been entitled to receive immediately following such event had such DECS SAILS been exchanged immediately prior to such event or any record date with respect thereto. Each such adjustment shall become effective at the opening of business on the Business Day next following the record date for determination of holders of Learning IBC Common Stock entitled to receive such dividend or distribution in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, split, combinations combination or reclassification. Each such adjustment shall be made successively. (ii) If The Learning Company IBC shall, after the date hereof, issue rights or warrants to all holders of Learning IBC Common Stock entitling them to subscribe for or purchase shares of Learning IBC Common stock Stock (other than rights to purchase Learning Common Stock pursuant to a plan for the reinvestment of dividendsor warrants described in clause (iii) below) at a price per share less than the Market Price of the Learning IBC Common Stock on the Business Day next following the record date for the determination of holders of shares of Learning IBC Common Stock entitled to receive such rights or warrants, then in each case, case the Exchange Rate shall be adjusted by multiplying each of the Share Components of the Exchange Rate in effect on the record date for to the determination issuance of holders of Learning Common Stock entitled to receive such right rights or warrants, warrants by a fraction, of which the numerator shall be (A) the number of shares of Learning IBC Common Stock outstanding on such the record date for the issuance of such rights or warrants, plus (B) the number of additional shares of Learning IBC Common Stock offered for subscription or purchase pursuant to such rights or warrants, and of which the denominator shall be (x) the number of shares of Learning IBC Common Stock outstanding on such the 10 record date for the issuance of such rights or warrants, plus (y) the number of additional shares of Learning IBC Common Stock which the aggregate offering price of the total number of shares of Learning IBC Common Stock so offered for subscription or purchase pursuant to such rights or warrants would purchase at the Market Price of the Learning IBC Common Stock on the Business Day next following the record date for the determination of holders of IBC Common Stock entitled to receive such record daterights or warrants, which number of additional shares shall be determined by multiplying such total number of shares by the exercise price of such rights or warrants and dividing the product so obtained by such Market Price of Learning Common StockPrice. Such adjustment shall become effective at the opening of business on the Business Day next following the record date for the determination of holders of Learning IBC Common Stock entitled to receive such rights or warrants. (iii) Notwithstanding the provisions of clause (ii) above, no adjustment of the Exchange Rate shall be required in the event that IBC shall (A) issue rights to purchase shares of IBC Common Stock pursuant to a plan for the reinvestment of dividends or (B) distribute to all holders of IBC Common Stock rights or warrants which, upon the occurrence of a specified event or events ("Trigger Event"), entitle such holders to subscribe for or purchase shares of IBC Common Stock or other capital stock of IBC at a price per share less than the Market Price of the IBC Common Stock or such other capital stock of IBC at the time of distribution, provided, however, that such adjustment of the Exchange Rate shall be made if, upon the occurrence of a Trigger Event, such holders acquire the right to subscribe for or purchase shares of IBC Common Stock or other capital stock of IBC at a price per share less than the Market Price of the IBC Common Stock or such other capital stock of IBC on the Business Day next following the date of the occurrence of the Trigger Event. To Such adjustment shall be made at the extent time that such rights or warrants actually become exercisable at such lesser price. (iv) To the extent that any of the rights or warrants described in clause (ii) or (iii), for which adjustment has been made, above expire prior to the Maturity maturity of the DECS SAILS and shares of Learning IBC Common Stock are not delivered pursuant to such rights or warrants prior to such expiration, the Exchange Rate shall be readjusted to the Exchange Rate which would then be in effect had such adjustments for the issuance of such rights or warrants been made upon the basis of delivery of only the number of shares of Learning IBC Common Stock actually delivered pursuant to such rights or warrants. Each such adjustment shall be made successively. (iiiv) Any shares of Learning IBC Common Stock issuable in payment of a dividend shall be deemed to have been issued immediately prior to the close of business on the record date for such dividend for purposes of calculating the number of outstanding shares of Learning IBC Common Stock under paragraph (a)(ii) of this Section. (ivvi) All adjustments to the Exchange Rate will shall be calculated to the nearest 1/10,000th of a share of Learning IBC Common Stock (or if there is not a nearest 1/10,000th of a share of Learning Common Stock share, to the next lower 1/10,000th of a share of Learning Common Stockshare). No adjustment in the Exchange Rate shall be required unless such adjustment would require an increase or decrease of at least one percent therein; provided, however, that any adjustments which by reason of the foregoing this paragraph (a)(vi) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. If an adjustment is made to the Exchange Rate pursuant to paragraphs (a)(i) or (a)(ii) of this Section, an adjustment shall also be made to the Maturity Price as such term is used throughout to determine which of clauses (a), (b) or (c) of the definition of "Exchange Rate" will apply at maturity and for purposes of calculating the fraction in sub-clause (b)(i) of the definition of Exchange Rate set forth in Section 1.01Rate. The required adjustment to the Maturity Price shall be made at Maturity maturity by multiplying the original Maturity Price by the cumulative number or fraction determined under paragraphs (a)(i) and/or (a)(ii) of this Section by which pursuant to the original Exchange Rate was multiplied to adjust such rateShare Component adjustment procedure described above. In the case of a the reclassification of any shares of Learning IBC Common Stock into any common stock of The Learning Company IBC other than Learning IBC Common Stock, such common stock shall be deemed to be shares of Learning IBC Common Stock solely to determine the Maturity Price and to apply the Exchange Rate at Maturitymaturity. Each such adjustment to the Exchange Rate and the Maturity Price shall be made successively.

Adjustment for Distributions, Reclassifications, etc. The Exchange Rate shall be subject to adjustment from time to time as follows: (i) If The Learning Company General Electric shall, after the date hereof: (A) pay a stock dividend or make a distribution, in each case, with respect to the Learning General Electric Common Stock in shares of such stockGeneral Electric Common Stock; (B) subdivide or split the outstanding shares of Learning General Electric Common StockStock into a greater number of shares; (C) combine its the outstanding shares of Learning General Electric Common Stock into a smaller number of shares; or (D) issue by reclassification (other than a reclassification pursuant to clause (ii), (iii), (iv) or (v) of the definition of Adjustment Event in paragraph (bEvent) of this Section) of its the outstanding shares of Learning General Electric Common Stock any shares of common stock of The Learning CompanyGeneral Electric; or (each of the foregoing, together with the event described in paragraph (a)(ii) of this Section, a "Dilution Event") then, in any such event, the Exchange Rate shall be adjusted by adjusting each of the Share Components of the Exchange Rate in effect immediately prior to such event so that a holder of any DECS Notes shall be entitled to receive, upon exchange pursuant to Section 2.02 of the principal amount of such DECS at Maturity, any Notes the number of shares of Learning General Electric Common Stock (or, in the case of a reclassification referred to in clause (D) of this sentence, such number of shares and/or the number of other common shares of other common stock of The Learning Company General Electric issued pursuant theretoto such reclassification) which such holder of such DECS Notes would have owned or been entitled to receive immediately following such event had such DECS Notes been exchanged immediately prior to such event or any record date with respect thereto. Each such adjustment shall become effective at the opening of business on the Business Day next following the record date for determination of holders of Learning General Electric Common Stock entitled to receive such dividend or distribution in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, split, combinations combination or reclassification. Each such adjustment shall be made successively. (ii) If The Learning Company General Electric shall, after the date hereof, issue rights or warrants to all holders of Learning General Electric Common Stock entitling them to subscribe for or purchase shares of Learning General Electric Common stock Stock (other than rights to purchase Learning Common Stock pursuant to a plan for the reinvestment of dividendsor warrants described in clause (iii) below) at a price per share less than the Market Price of the Learning General Electric Common Stock on the Business Day next following the record date for the determination of holders of shares of Learning General Electric Common Stock entitled to receive such rights or warrants, then in each case, case the Exchange Rate shall be adjusted by multiplying each of the Share Components of the Exchange Rate in effect on the record date for the determination issuance of holders of Learning Common Stock entitled to receive such right rights or warrants, warrants by a fraction, of which the numerator shall be (A) the number of shares of Learning General Electric Common Stock outstanding on such the record date for the issuance of such rights or warrants, plus (B) the number of additional shares of Learning General Electric Common Stock offered for subscription or purchase pursuant to such rights or warrants, and of which the denominator shall be (x) the number of shares of Learning General Electric Common Stock outstanding on such the record date for the issuance of such rights or warrants, plus (y) the number of additional shares of Learning General Electric Common Stock which the aggregate offering price of the total number of shares of Learning General Electric Common Stock so offered for subscription or purchase pursuant to such rights or warrants would purchase at the Market Price of the Learning General Electric Common Stock on the Business Day next following the record date for the determination of holders of General Electric Common Stock entitled to receive such record daterights or warrants, which number of additional shares shall be determined by multiplying such total number of shares by the exercise price of such rights or warrants and dividing the product so obtained by such Market Price of Learning Common StockPrice. Such adjustment shall become effective at the opening of business on the Business Day next following the record date for the determination of holders of Learning General Electric Common Stock entitled to receive such rights or warrants. . (iii) Notwithstanding the provisions of clause (ii) above, no adjustment of the Exchange Rate shall be required in the event that General Electric shall (A) issue rights to purchase shares of General Electric Common Stock pursuant to a plan for the reinvestment of dividends or (B) distribute to all holders of General Electric Common Stock rights or warrants which, upon the occurrence of a specified event or events ("Trigger Event"), entitle such holders to subscribe for or purchase shares of General Electric Common Stock at a price per share less than the Market Price of the General Electric Common Stock at the time of distribution, provided, however, that such adjustment of the Exchange Rate shall be made if, upon the occurrence of a Trigger Event, such holders acquire the right to subscribe for or purchase shares of General Electric Common Stock at a price per share less than the Market Price of the General Electric Common Stock on the Business Day next following the date of the occurrence of the Trigger Event. (iv) To the extent that such any of the rights or warrants described in clause (ii) or (iii) above expire prior to the Maturity maturity of the DECS Notes and shares of Learning General Electric Common Stock are not delivered pursuant to such rights or warrants prior to such expiration, the Exchange Rate shall be readjusted to the Exchange Rate which would then be in effect had such adjustments for the issuance of such rights or warrants been made upon the basis of delivery of only the number of shares of Learning General Electric Common Stock actually delivered pursuant to such rights or warrants. Each such adjustment shall be made successively. (iiiv) Any shares of Learning General Electric Common Stock issuable in payment of a dividend shall be deemed to have been issued immediately prior to the close of business on the record date for such dividend for purposes of calculating the number of outstanding shares of Learning General Electric Common Stock under paragraph (a)(ii) of this Section. (ivvi) All adjustments to the Exchange Rate will shall be calculated to the nearest 1/10,000th of a share of Learning General Electric Common Stock (or if there is not a nearest 1/10,000th of a share of Learning Common Stock share, to the next lower 1/10,000th of a share of Learning Common Stockshare). No adjustment in the Exchange Rate shall be required unless such adjustment would require an increase or decrease of at least one percent therein; provided, however, that any adjustments which by reason of the foregoing this paragraph (a) (vi) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. If an adjustment is made to the Exchange Rate pursuant to paragraphs (a)(i) or (a)(ii) of this Section, an adjustment shall also be made to the Maturity Price as such term is used throughout the definition of Exchange Rate set forth in Section 1.01. The required adjustment to the Maturity Price shall be made at Maturity by multiplying the original Maturity Price by the cumulative number or fraction determined under paragraphs (a)(i) and/or (a)(ii) of this Section by which the original Exchange Rate was multiplied to adjust such rate. In the case of a reclassification of any shares of Learning Common Stock into any common stock of The Learning Company other than Learning Common Stock, such common stock shall be deemed to be shares of Learning Common Stock solely to determine the Maturity Price and to apply the Exchange Rate at Maturity. Each such adjustment to the Exchange Rate and the Maturity Price shall be made successively.

Adjustment for Distributions, Reclassifications, etc. The ----------------------------------------------------- Exchange Rate shall be subject to adjustment from time to time as follows: (i) If The Learning Company Devon shall: (A) pay a stock dividend or make a distribution, in each [*] either case, with respect to the Learning Devon Common Stock in ------ shares of such stock; (B) subdivide or split the outstanding shares of Learning Devon Common Stock;Stock into a greater number of shares; ------------------------------- (C) combine its [*] the outstanding shares of Learning Devon Common Stock --- into a smaller number of shares; or (D) issue by reclassification (other than a reclassification pursuant to clause (ii), (iii), (iv) or (v) of the definition of Adjustment Event in paragraph (b) of this Section) of its [*] shares of Learning Devon Common Stock any shares of common stock of The Learning CompanyDevon; or then, in any such event, the Exchange Rate shall be adjusted by adjusting each of the Share Components of the Exchange Rate in effect immediately prior to such event so that a holder of any DECS shall be entitled to receive, upon exchange pursuant to Section 2.02 of the principal amount of such DECS at Maturity, the number of shares of Learning Devon Common Stock (or, in the case of a reclassification referred to in clause (D) of this sentence, the number of shares of other common stock of The Learning Company Devon issued pursuant thereto) which such holder of such DECS would have owned or been entitled to receive immediately following such event had such DECS been exchanged immediately prior to such event or any record date with respect thereto. Each such adjustment shall become effective at the opening of business on the Business Day next following the record date for determination of holders of Learning Devon Common Stock entitled to receive such dividend or distribution in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, split, combinations [*] combination or reclassification. Each such adjustment ----------- shall be made successively. (ii) If The Learning Company Devon shall, after the date hereof, issue rights or warrants to all holders of Learning Devon Common Stock entitling them to subscribe for or purchase shares of Learning Devon Common stock Stock (other than rights to purchase Learning Devon Common Stock pursuant to a plan for the reinvestment of dividends) at a price per share less than the Market Price of the Learning Devon Common Stock on the Business Day next following the record date for the determination of holders of shares of Learning Devon Common Stock entitled to receive such rights or warrants, then in each case, the Exchange Rate shall be adjusted by multiplying each of the Share Components of the Exchange Rate in effect on the record date for the determination of holders of Learning Devon Common Stock entitled to receive such right rights or warrants, by a fraction, of which the numerator shall be (A) the number of shares of Learning Devon Common Stock outstanding on such record date plus (B) the number of additional shares of Learning Devon Common Stock offered for subscription or purchase pursuant to such rights or warrants, and of which the denominator shall be (x) the number of shares of Learning Devon Common Stock outstanding on such record date plus (y) the number of additional shares of Learning Devon Common Stock which the aggregate offering price of the total number of shares of Learning Devon Common Stock so offered for subscription or purchase pursuant to such rights or warrants would purchase at the Market Price of the Learning Devon Common Stock on the Business Day next following such record date, which number of additional shares shall be determined by multiplying such total number of shares by the exercise price of such rights or warrants and dividing the product so obtained by such Market Price of Learning Devon Common Stock. Such adjustment shall become effective at the opening of business on the Business Day next following the record date for the determination of holders of Learning Devon Common Stock entitled to receive such rights or warrants. To the extent that such rights or warrants expire prior to the Maturity of the DECS and shares of Learning Devon Common Stock are not delivered pursuant to such rights or warrants prior to such expiration, the Exchange Rate shall be readjusted to the Exchange Rate which would then be in effect had such adjustments for the issuance of such rights or warrants been made upon the basis of delivery of only the number of shares of Learning Devon Common Stock actually delivered pursuant to such rights or warrants. Each such adjustment shall be made successively. (iii) Any shares of Learning Devon Common Stock issuable in payment of a dividend shall be deemed to have been issued immediately prior to the close of business on the record date for such dividend for purposes of calculating the number of outstanding shares of Learning Devon Common Stock under paragraph (a)(ii) of this Section. (iv) All adjustments to the Exchange Rate will be calculated to the nearest 1/10,000th of a share of Learning Devon Common Stock (or or, if there is - not a nearest 1/10,000th of a share of Learning Devon Common Stock Stock, to the next - lower 1/10,000th of a share of Learning Devon Common Stock). No adjustment in the Exchange Rate shall be required unless such adjustment would require an increase or decrease of at least one percent therein; provided, however, that any adjustments which by reason of the foregoing [*] this paragraph (a) (iv) are not ----------------------- required to be made shall be carried forward and taken into account in any subsequent adjustment. If an adjustment is made to the Exchange Rate pursuant to paragraphs (a)(i) or (a)(ii) of this Section, an adjustment shall also be made to the Maturity Price as such term is used throughout the definition of Exchange Rate set forth in Section 1.01. The required adjustment to the Maturity Price shall be made at Maturity by multiplying the original Maturity Price by the cumulative [*] number or fraction determined under paragraphs (a)(i) and/or (a)(ii) of this Section by which the original Exchange Rate was multiplied to adjust such rate. In the case of a reclassification of any shares of Learning Devon Common Stock into any common stock of The Learning Company Devon other than Learning Devon Common Stock, such common stock shall be deemed to be shares of Learning Devon Common Stock solely to determine the Maturity Price and to apply the Exchange Rate at Maturity. [*] Each such adjustment to the Exchange Rate and the Maturity Price shall be made successively.

Adjustment for Distributions, Reclassifications, etc. The Exchange Rate shall be subject to adjustment from time to time as follows: (i) If The Learning Company Enhance shall: (A) pay a stock dividend or make a distribution, in each either case, with respect to the Learning Enhance Common Stock in shares of such stock; (B) subdivide or split the outstanding shares of Learning Enhance Common StockStock into a greater number of shares; (C) combine its the outstanding shares of Learning Enhance Common Stock into a smaller number of shares; or (D) issue by reclassification (other than a reclassification pursuant to clause (ii)upon a Reorganization Event, (iii), (iv) or (v) of the definition of Adjustment Event as defined in paragraph (b) of this Section) of its shares of Learning Enhance Common Stock any shares of common stock of The Learning CompanyEnhance; or then, in any such event, the Exchange Rate shall be adjusted by adjusting each of the Share Components of the Exchange Rate in effect immediately prior to such event so that a holder Holder of any DECS shall be entitled to receive, upon mandatory exchange pursuant to Section 2.02 202 of the principal amount of such DECS at MaturityMaturity pursuant to either Share Component of the Exchange Rate, the number of shares of Learning Enhance Common Stock (or, in the case of a reclassification referred to in clause (D) of this sentence, the number of shares of other common stock of The Learning Company Enhance issued pursuant thereto) which such holder Holder of such DECS would have owned or been entitled to receive immediately following such event had such DECS been exchanged pursuant to either Share Component of the Exchange Rate immediately prior to such event or any record date with respect thereto. Each such adjustment shall become effective at the opening of business on the Business Day next following the record date for determination of holders Holders of Learning Enhance Common Stock entitled to receive such dividend or distribution in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, split, combinations combination or reclassification. Each such adjustment shall be made successively. (ii) If The Learning Company Enhance shall, after the date hereof, issue rights or warrants to all holders of Learning Enhance Common Stock entitling them to subscribe for or purchase shares of Learning Enhance Common stock Stock (other than rights to purchase Learning Enhance Common Stock pursuant to a plan for the reinvestment of dividendsdividends or interest) at a price per share less than the Market current market price of Enhance Common Stock (determined for purposes of this paragraph (a)(ii) as the average Closing Price per share of the Learning Enhance Common Stock on the Business Day next following 20 Trading Days immediately prior to the record date for the determination of holders of shares of Learning Common Stock entitled to receive such rights or warrantswarrants are issued; PROVIDED, HOWEVER, that if there are not 20 Trading Days for the Enhance Common Stock occurring later than the 60th calendar day immediately prior to, but not including, such date, such current market price shall be determined as the market value per share of Enhance Common Stock as of such date as determined by a nationally recognized independent investment banking firm retained for this purpose by the Company), then in each case, case the Exchange Rate shall be adjusted by multiplying each of the Share Components of the Exchange Rate in effect on immediately prior to the record date for the determination of holders issuance of Learning Common Stock entitled to receive such right rights or warrants, by a fraction, of which the numerator shall be (A) the number of shares of Learning Enhance Common Stock outstanding on the date of issuance of such record date rights or warrants, immediately prior to such issuance, plus (B) the number of additional shares of Learning Enhance Common Stock offered for subscription or purchase pursuant to such rights or warrants, and of which the denominator shall be (x) the number of shares of Learning Enhance Common Stock outstanding on the date of issuance of such record date rights or warrants, immediately prior to such issuance, plus (y) the number of additional shares of Learning Enhance Common Stock which the aggregate offering price of the total number of shares of Learning Enhance Common Stock so offered for subscription or purchase pursuant to such rights or warrants would purchase at such current market price (calculated as the Market average Closing Price per share of the Learning Enhance Common Stock on the Business Day next following 20 Trading Days immediately prior to the date such record rights or warrants are issued; PROVIDED, HOWEVER, that if there are not 20 Trading Days for the Enhance Common Stock occurring later than the 60th calendar day immediately prior to, but not including, such date, such current market price shall be determined as the market value per share of such Enhance Common Stock as of such date as determined by a nationally recognized independent investment banking firm retained for this purpose by the Company), which number of additional shares shall be determined by multiplying such total number of shares by the exercise price of such rights or warrants and dividing the product so obtained by such Market Price of Learning Common Stockcurrent market price. Such adjustment shall become effective at the opening of business on the Business Day next following the record date for the determination of holders of Learning Common Stock stockholders entitled to receive such rights or warrants. To the extent that such rights or warrants expire prior to the Maturity of the DECS and shares of Learning Enhance Common Stock are not delivered pursuant to after the expiration of such rights or warrants prior to such expirationwarrants, the Exchange Rate shall be readjusted to the Exchange Rate which would then be in effect had such adjustments for the issuance of such rights or warrants been made upon the basis of delivery of only the number of shares of Learning Enhance Common Stock actually delivered pursuant to such rights or warrantsdelivered. Each such adjustment shall be made successively. (iii) If Enhance shall pay a dividend or make a distribution to all holders of Enhance Common Stock of evidences of its indebtedness or other assets (excluding any dividends or distributions referred to in clause (A) of paragraph (a)(i) of this Section, any shares of common stock issued pursuant to a reclassification referred to in clause (D) of paragraph (a)(i) of this Section above or any ordinary periodic cash dividends that do not constitute Extraordinary Cash Dividends) or shall issue to all holders of Enhance Common Stock rights or warrants to subscribe for or purchase any of its securities (other than those referred to in paragraph (a)(ii) of this Section), then in each such case, the Exchange Rate shall be adjusted by multiplying each of the Share Components of the Exchange Rate in effect on the record date mentioned below, by a fraction of which the numerator shall be the current market price per share of the Enhance Common Stock on the record date for the determination of stockholders entitled to receive such dividend or distribution (such current market price being determined for purposes of this paragraph (a)(iii) as the average Closing Price per share of Enhance Common Stock on the 20 Trading Days immediately prior to such record date; PROVIDED, HOWEVER, that if there are not 20 trading Days for the Enhance Common Stock occurring later than the 60th calendar day immediately prior to, but not including, such record date, such current market price shall be determined as the market value per share of such Enhance Common Stock as of such record date as determined by a nationally recognized independent investment banking firm retained for this purpose by the Company), and of which the denominator shall be such current market price per share of Enhance Common Stock less the fair market value (as determined by the Board of Directors of the Company, whose determination shall be conclusive, and described in a resolution adopted with respect thereto) as of such record date of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights or warrants applicable to one share of Enhance Common Stock. Each such adjustment shall become effective on the opening of business on the Business Day next following the record date for the determination of stockholders entitled to receive such dividend or distribution. Each such adjustment shall be made successively. (iv) Any shares of Learning Enhance Common Stock issuable in payment of a dividend shall be deemed to have been issued immediately prior to the close of business on the record date for such dividend for purposes of calculating the number of outstanding shares of Learning Enhance Common Stock under paragraph (a)(ii) of this Section. (ivv) All adjustments to the Exchange Rate will shall be calculated to the nearest 1/10,000th of a share of Learning Enhance Common Stock (or if there is not a nearest 1/10,000th of a share of Learning Common Stock to the next lower 1/10,000th of a share of Learning Common Stockshare). No adjustment in the Exchange Rate shall be required unless such adjustment would require an increase or decrease of at least one percent therein; providedPROVIDED, howeverHOWEVER, that any adjustments which by reason of the foregoing this paragraph (a)(v) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. If an adjustment is made to the Exchange Rate pursuant to paragraphs (a)(i), (a)(ii) or (a)(iia)(iii) of this Section, an adjustment shall also be made to the Maturity Price as such term is used throughout solely to determine which of clauses (a), (b) or (c) of the definition of Exchange Rate set forth in Section 1.01101 will apply upon an exchange at Maturity pursuant to Section 202. The required adjustment to the Maturity Price shall be made at Maturity by multiplying the original Maturity Price by the cumulative number or fraction determined under paragraphs (a)(i) and/or ), (a)(ii) or (a)(iii) of this Section by which the original then existing Exchange Rate was multiplied to adjust such rate. In the case of a the reclassification of any shares of Learning Enhance Common Stock into any shares of common stock of The Learning Company Enhance other than Learning Enhance Common Stock, such shares of common stock shall be deemed to be shares of Learning Enhance Common Stock solely to determine the Maturity Price and to apply the Exchange Rate at Maturity. Each such adjustment to the Exchange Rate and the Maturity Price shall be made successively. This paragraph (a)(v) shall be so used to adjust the definition of Maturity Price only as such term is used for the first time in each of subparagraphs (a), (b) and (c) of the definition of Exchange Rate set forth in Section 101. (vi) For purposes of the foregoing, the term "Extraordinary Cash Dividend" shall mean, with respect to any consecutive 365-day period, any cash dividend with respect to Enhance Common Stock the amount of which, together with the aggregate amount of all other such cash dividends on the Enhance Common Stock occurring in such 365-day period, exceeds on a per share basis 10% of the average of the Closing Prices per share of the Enhance Common Stock over such 365-day period, and for purposes of applying the formula set forth in clause (iii) above, the fair market value of such dividends being calculated pursuant to such clause (iii) shall be equal to (x) the aggregate amount of such cash dividend together with the amounts of such other cash dividends occurring in such period minus (y) the aggregate amount of such other cash dividends occurring in such period for which a prior adjustment in the Exchange Rate was previously made under this paragraph (a). In making the determinations required by the foregoing sentence, the amount of cash dividends paid on a per share basis shall be appropriately adjusted to reflect the occurrence during such period of any event described in this paragraph (a).