to INDENTURE Dated as of October 16, 1995Indenture • January 11th, 1996 • Softkey International Inc • Services-prepackaged software • New York
Contract Type FiledJanuary 11th, 1996 Company Industry Jurisdiction
BETWEEN MATTEL, INC. ANDAgreement and Plan of Merger • December 16th, 1998 • Learning Co Inc • Services-prepackaged software • Delaware
Contract Type FiledDecember 16th, 1998 Company Industry Jurisdiction
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
Contract Type FiledSeptember 3rd, 1997 Company Industry Jurisdiction
DATED AS OF MARCH 5, 1998, BY AND BETWEENStock Purchase Agreement • April 13th, 1998 • Learning Co Inc • Services-prepackaged software • California
Contract Type FiledApril 13th, 1998 Company Industry Jurisdiction
1 EXHIBIT 10.3 AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 18th, 1998 • Learning Co Inc • Services-prepackaged software
Contract Type FiledAugust 18th, 1998 Company Industry
ARTICLE I AMOUNTS AND TERMS OF THE PURCHASESReceivables Purchase Agreement • August 19th, 1997 • Learning Co Inc • Services-prepackaged software • Massachusetts
Contract Type FiledAugust 19th, 1997 Company Industry Jurisdiction
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...Learning Co Inc • November 13th, 1996 • Services-prepackaged software • Massachusetts
Company FiledNovember 13th, 1996 Industry Jurisdiction
1 EXHIBIT 3 SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 3rd, 1997 • Learning Co Inc • Services-prepackaged software • Massachusetts
Contract Type FiledSeptember 3rd, 1997 Company Industry Jurisdiction
FOR IMMEDIATE RELEASE CONTACTS: John Suske SoftKey International, Inc. 617/494-5816 Donald W. Anderson MECC 612/569-1513 Joele Frank/Chuck Burgess Abernathy MacGregor Scanlon 212/371-5999 SOFTKEY INTERNATIONAL AND MINNESOTA EDUCATIONAL COMPUTING CORP....Merger Agreement • October 30th, 1995 • Softkey International Inc • Services-prepackaged software
Contract Type FiledOctober 30th, 1995 Company Industry
ANDLearning Co Inc • May 13th, 1998 • Services-prepackaged software • Ontario
Company FiledMay 13th, 1998 Industry Jurisdiction
Exhibit 10.1 REGISTRATION RIGHTS AGREEMENT Dated as of March 27, 1998Registration Rights Agreement • April 13th, 1998 • Learning Co Inc • Services-prepackaged software • Delaware
Contract Type FiledApril 13th, 1998 Company Industry Jurisdiction
1 EXHIBIT 2.1 ----------- AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 24th, 1998 • Learning Co Inc • Services-prepackaged software • Delaware
Contract Type FiledJune 24th, 1998 Company Industry Jurisdiction
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
Contract Type FiledDecember 16th, 1998 Company Industry Jurisdiction
1 Exhibit 4.10 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 13th, 1998 • Learning Co Inc • Services-prepackaged software • Massachusetts
Contract Type FiledMarch 13th, 1998 Company Industry Jurisdiction
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
Contract Type FiledAugust 19th, 1997 Company Industry Jurisdiction
BETWEENSecurities Purchase Agreement • December 11th, 1995 • Softkey International Inc • Services-prepackaged software • New York
Contract Type FiledDecember 11th, 1995 Company Industry Jurisdiction
ARTICLE I EMPLOYMENTEmployment Agreement • April 2nd, 1999 • Learning Co Inc • Services-prepackaged software • Massachusetts
Contract Type FiledApril 2nd, 1999 Company Industry Jurisdiction
FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 2nd, 1999 • Learning Co Inc • Services-prepackaged software • Massachusetts
Contract Type FiledApril 2nd, 1999 Company Industry Jurisdiction
FIRST AMENDMENTLearning Co Inc • August 18th, 1998 • Services-prepackaged software • Massachusetts
Company FiledAugust 18th, 1998 Industry Jurisdiction
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
Contract Type FiledNovember 9th, 1998 Company Industry Jurisdiction
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 11th, 1995 • Softkey International Inc • Services-prepackaged software • Delaware
Contract Type FiledDecember 11th, 1995 Company Industry Jurisdiction
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...1 • May 13th, 1998 • Learning Co Inc • Services-prepackaged software • Delaware
Contract Type FiledMay 13th, 1998 Company Industry Jurisdiction
ARTICLE I EMPLOYMENTEmployment Agreement • August 19th, 1997 • Learning Co Inc • Services-prepackaged software • Massachusetts
Contract Type FiledAugust 19th, 1997 Company Industry Jurisdiction
ARTICLE I EMPLOYMENTEmployment Agreement • April 2nd, 1999 • Learning Co Inc • Services-prepackaged software • Massachusetts
Contract Type FiledApril 2nd, 1999 Company Industry Jurisdiction
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
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ARTICLE I EMPLOYMENTEmployment Agreement • May 13th, 1998 • Learning Co Inc • Services-prepackaged software • Massachusetts
Contract Type FiledMay 13th, 1998 Company Industry Jurisdiction
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
Contract Type FiledApril 2nd, 1999 Company Industry Jurisdiction
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
Contract Type FiledDecember 3rd, 1997 Company Industry Jurisdiction
FIRST AMENDMENTCredit Agreement • August 18th, 1998 • Learning Co Inc • Services-prepackaged software • Massachusetts
Contract Type FiledAugust 18th, 1998 Company Industry Jurisdiction
CONFORMED COPYAgreement and Plan of Merger • November 14th, 1995 • Softkey International Inc • Services-prepackaged software • Delaware
Contract Type FiledNovember 14th, 1995 Company Industry Jurisdiction
AMONGNonsolicitation Agreement • December 11th, 1995 • Softkey International Inc • Services-prepackaged software • Delaware
Contract Type FiledDecember 11th, 1995 Company Industry Jurisdiction
amongAgreement and Plan of Merger • July 1st, 1998 • Learning Co Inc • Services-prepackaged software • Delaware
Contract Type FiledJuly 1st, 1998 Company Industry Jurisdiction
Exhibit 10.13 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT AMENDMENT NO. 1, dated as of October 5, 1998, to Employment Agreement dated as of February 6, 1997 (the "Original Agreement"), by and between Neal S. Winneg (the "Executive") and The Learning...Employment Agreement • April 2nd, 1999 • Learning Co Inc • Services-prepackaged software
Contract Type FiledApril 2nd, 1999 Company Industry
SECOND AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT THIS SECOND AMENDMENT (this "SECOND AMENDMENT"), made as of August 7, 1998, to Receivables Purchase Agreement, dated as of June 30, 1997, as amended, by and among THE LEARNING COMPANY FUNDING, INC., a...Receivables Purchase Agreement • November 9th, 1998 • Learning Co Inc • Services-prepackaged software • Massachusetts
Contract Type FiledNovember 9th, 1998 Company Industry Jurisdiction
January 30, 1998Learning Co Inc • May 13th, 1998 • Services-prepackaged software • Massachusetts
Company FiledMay 13th, 1998 Industry Jurisdiction