to INDENTURE Dated as of October 16, 1995First Supplemental Indenture • January 11th, 1996 • Softkey International Inc • Services-prepackaged software • New York
BETWEEN MATTEL, INC. ANDMerger Agreement • December 16th, 1998 • Learning Co Inc • Services-prepackaged software • Delaware
1 EXHIBIT 5 STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT, dated as of August 26, 1997 (the "Agreement"), between Bain Capital, Inc. ("Purchaser") and The Learning Company, Inc., a Delaware corporation (the "Company"). WHEREAS, simultaneously with the...Stock Option Agreement • September 3rd, 1997 • Learning Co Inc • Services-prepackaged software • Massachusetts
DATED AS OF MARCH 5, 1998, BY AND BETWEENStock Purchase Agreement • April 13th, 1998 • Learning Co Inc • Services-prepackaged software • California
1 EXHIBIT 10.3 AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 18th, 1998 • Learning Co Inc • Services-prepackaged software
Exhibit 10.5 THE LEARNING COMPANY, INC. Restricted Stock Agreement Granted Under Long Term Equity Incentive Plan --------------------------------------------- AGREEMENT made this 30th day of January, 1998, between The Learning Company, Inc., a...Restricted Stock Agreement • May 13th, 1998 • Learning Co Inc • Services-prepackaged software • Delaware
FIRST AMENDMENTReceivables Purchase Agreement • August 18th, 1998 • Learning Co Inc • Services-prepackaged software • Massachusetts
Exhibit 10.23 THE LEARNING COMPANY, INC. 1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN STOCK OPTION AGREEMENT The Learning Company, Inc. (the "Company") has granted to you an option (the "Option") to purchase the number of shares (the "Shares") of...Stock Option Agreement • March 13th, 1998 • Learning Co Inc • Services-prepackaged software • Delaware
1 EXHIBIT 3 SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 3rd, 1997 • Learning Co Inc • Services-prepackaged software • Massachusetts
FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 2nd, 1999 • Learning Co Inc • Services-prepackaged software • Massachusetts
1 Exhibit 10.1 ------------ FIFTH AMENDMENT TO LOAN DOCUMENTS --------------------------------- AMENDMENT dated as of October 4, 1996 (the "AMENDMENT") by and among SOFTKEY INC., a Minnesota corporation ("SOFTKEY"), MINNESOTA EDUCATIONAL COMPUTING...Loan Agreement • November 13th, 1996 • Learning Co Inc • Services-prepackaged software • Massachusetts
1 EXHIBIT 2.1 ----------- AGREEMENT AND PLAN OF MERGERMerger Agreement • June 24th, 1998 • Learning Co Inc • Services-prepackaged software • Delaware
1 EXHIBIT 1 Tribune Company 4,600,000 DECS(SM) (Debt Exchangeable for Common Stock(SM)*1 6 1/4% Exchangeable Notes Due August 15, 2001 (Subject to Exchange into Shares of Common Stock, par value $.01 per share, of The Learning Company, Inc.)...Underwriting Agreement • August 4th, 1998 • Learning Co Inc • Services-prepackaged software • New York
Exhibit 10.1 REGISTRATION RIGHTS AGREEMENT Dated as of March 27, 1998Registration Rights Agreement • April 13th, 1998 • Learning Co Inc • Services-prepackaged software • Delaware
1 Exhibit 4.10 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 13th, 1998 • Learning Co Inc • Services-prepackaged software • Massachusetts
1 Exhibit 10.2 RECEIVABLES SALE AGREEMENT Dated as of June 30, 1997 by and between TLC MULTIMEDIA INC.Receivables Sale Agreement • August 19th, 1997 • Learning Co Inc • Services-prepackaged software • Massachusetts
3 4 c) A Triggering Event has occurred. A "Triggering Event" shall have occurred at such time at which Grantee becomes entitled to receive the Additional Termination Fee from Grantor pursuant to Section 8.2(b) of the Merger Agreement.Stock Option Agreement • December 16th, 1998 • Learning Co Inc • Services-prepackaged software • Delaware
ARTICLE I EMPLOYMENTEmployment Agreement • April 2nd, 1999 • Learning Co Inc • Services-prepackaged software • Massachusetts
Each Borrower agrees, jointly and severally, to pay on demand all costs and expenses of the Bank in connection with the preparation, reproduction, execution and delivery of this Amendment and any other instruments and documents to be delivered...Loan Agreement • March 13th, 1998 • Learning Co Inc • Services-prepackaged software • Massachusetts
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIRD AMENDMENT, dated as of August 7, 1998 (this "THIRD AMENDMENT"), to Amended and Restated Credit Agreement, dated as of May 6, 1998, as amended (the "AGREEMENT"; capitalized terms used...Credit Agreement • November 9th, 1998 • Learning Co Inc • Services-prepackaged software • Massachusetts
ARTICLE I EMPLOYMENTEmployment Agreement • August 19th, 1997 • Learning Co Inc • Services-prepackaged software • Massachusetts
AMONGMerger Agreement • December 11th, 1995 • Softkey International Inc • Services-prepackaged software • Delaware
SoftKey Software Products Inc. 2700 Matheson Blvd. East 8th Floor, West Tower Mississauga, Ontario L4W 4V9Employment Agreement • April 2nd, 1999 • Learning Co Inc • Services-prepackaged software
ARTICLE I EMPLOYMENTEmployment Agreement • May 13th, 1998 • Learning Co Inc • Services-prepackaged software • Massachusetts
1 EXHIBIT 4.3 VOTING AND EXCHANGE TRUST AGREEMENT MEMORANDUM OF AGREEMENT made as of the 4th day of February, 1994. B E T W E E N: SOFTKEY INTERNATIONAL INC., a corporation subsisting under the laws of the State of Delaware, (hereinafter referred to...Voting and Exchange Trust Agreement • December 3rd, 1997 • Learning Co Inc • Services-prepackaged software • Ontario
CONFORMED COPYMerger Agreement • November 14th, 1995 • Softkey International Inc • Services-prepackaged software • Delaware
Exhibit 10.6 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of December 13, 1998, (this "Agreement"), is between The Learning Company, Inc., a Delaware corporation ("The Learning Company"), and Kevin...Employment Agreement • April 2nd, 1999 • Learning Co Inc • Services-prepackaged software • Massachusetts
FIRST AMENDMENTCredit Agreement • August 18th, 1998 • Learning Co Inc • Services-prepackaged software • Massachusetts
Exhibit 10.3 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of December 13, 1998, (this "Agreement"), is between The Learning Company, Inc., a Delaware corporation ("The Learning Company"), and...Employment Agreement • April 2nd, 1999 • Learning Co Inc • Services-prepackaged software • Massachusetts
BETWEENSecurities Purchase Agreement • December 11th, 1995 • Softkey International Inc • Services-prepackaged software • New York
November 4, 1998 Mr. Kevin O'Leary President The Learning Company, Inc. One Athenaeum Street Cambridge, MA 02142 Dear Kevin: Reference is made to the Employment Agreement dated April 9, 1997 between The Learning Company, Inc. and you (the...Employment Agreement • April 2nd, 1999 • Learning Co Inc • Services-prepackaged software
This letter is to confirm the action of the Corporation's Compensation Committee on October 22 with respect to the Agreement. Effective as of October 1, 1998, the Annual Base Salary in Section 2.1 has been changed to $750,000, and the Bonus in Section 2.4 has been changed to $1,000,000.
ANDSpecial Warrant Indenture • May 13th, 1998 • Learning Co Inc • Services-prepackaged software • Ontario
amongMerger Agreement • July 1st, 1998 • Learning Co Inc • Services-prepackaged software • Delaware
November 4, 1998 Mr. Michael J. Perik Chairman and Chief Executive Officer The Learning Company, Inc. One Athenaeum Street Cambridge, MA 02142 Dear Michael: Reference is made to the Employment Agreement dated April 9, 1997 between The Learning...Employment Agreement • April 2nd, 1999 • Learning Co Inc • Services-prepackaged software
This letter is to confirm the action of the Corporation's Compensation Committee on October 22 with respect to the Agreement. Effective as of October 1, 1998, the Annual Base Salary in Section 2.1 has been changed to $750,000, and the Bonus in Section 2.4 has been changed to $1,000,000.
January 30, 1998Restricted Stock Agreement • May 13th, 1998 • Learning Co Inc • Services-prepackaged software • Massachusetts
