Exhibit 1 JOINT FILING AGREEMENT This confirms the agreement by and between the undersigned that the Statement on Schedule 13D (the "Statement") filed on or about this date with respect to the beneficial ownership by the undersigned of the Ordinary...Joint Filing Agreement • November 29th, 2002 • Ocallaghan Barry • American depositary receipts
This confirms the agreement by and between the undersigned that the Statement on Schedule 13D (the "Statement") filed on or about this date with respect to the beneficial ownership by the undersigned of the Ordinary Shares, par value $0.10, of Riverdeep Group PLC, an Irish company, is being filed on behalf of each of the undersigned.
CONTENTSShareholders' Agreement • February 4th, 2003 • Ocallaghan Barry • American depositary receipts
ANDSale and Purchase Agreement • February 4th, 2003 • Ocallaghan Barry • American depositary receipts
ANDAgreement for the Sale and Purchase of Shares • February 4th, 2003 • Ocallaghan Barry • American depositary receipts
CONFORMED COPY Project Apollo $135,000,000 Senior Credit Agreement Barclays Leveraged Finance The Royal Bank of Scotland plc as Joint Mandated Lead Arrangers Barclays Bank PLC as Facility Agent Barclays Bank PLC as Security Agent relating to the...Senior Credit Agreement • February 4th, 2003 • Ocallaghan Barry • American depositary receipts
THE COMPANIES ACTS 1963-2001 COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATIONArticles of Association • February 4th, 2003 • Ocallaghan Barry • American depositary receipts
CONFORMED COPY Project Apollo $45,000,000 Mezzanine Loan Agreement Barclays Leveraged Finance RBS Mezzanine Limited as Mezzanine Joint Mandated Lead Arrangers RBS Mezzanine Limited as Mezzanine Facility Agent Barclays Bank PLC as Security Agent...Mezzanine Loan Agreement • February 4th, 2003 • Ocallaghan Barry • American depositary receipts
ANDSale and Purchase of Shares • February 4th, 2003 • Ocallaghan Barry • American depositary receipts
andRecommended Cash Offer • February 4th, 2003 • Ocallaghan Barry • American depositary receipts
Irish Takeover Panel Miceal Ryan Director General 8 Upper Mount Street Dublin 2 Tel: (353-1) 678 9020 Fax: (353-1)678 9289 17 January, 2003 Mr. Ken Casey William Fry Fitzwilton House Wilton Place Dublin 2 Dear Ken Re: Riverdeep Group plc...Non-Solicitation and Expense Reimbursement Agreement • February 4th, 2003 • Ocallaghan Barry • American depositary receipts
18 January 2003 Dear Sirs BRIDGE FACILITY $135,000,000 senior credit agreement dated on or about the date of this letter between, inter alios, Hertal Acquisitions PLC as Parent and a Borrower, the Guarantors named therein, Barclays Leveraged Finance...Bridge Facility Letter • February 4th, 2003 • Ocallaghan Barry • American depositary receipts
CONTENTSUnderwriting Agreement • February 4th, 2003 • Ocallaghan Barry • American depositary receipts
