to INDENTURE Dated as of October 16, 1995Indenture • January 11th, 1996 • Softkey International Inc • Services-prepackaged software • New York
BETWEEN MATTEL, INC. ANDAgreement and Plan of Merger • 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
ARTICLE I AMOUNTS AND TERMS OF THE PURCHASESReceivables Purchase Agreement • August 19th, 1997 • Learning Co Inc • Services-prepackaged software • Massachusetts
ANDLearning Co Inc • May 13th, 1998 • Services-prepackaged software • Ontario
1 EXHIBIT 3 SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 3rd, 1997 • Learning Co Inc • Services-prepackaged software • Massachusetts
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
ANDLearning Co Inc • March 13th, 1998 • Services-prepackaged software • Ontario
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...Learning Co Inc • March 13th, 1998 • 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...Learning Co Inc • November 13th, 1996 • Services-prepackaged software • Massachusetts
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 2.1 ----------- AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 24th, 1998 • Learning Co Inc • Services-prepackaged software • Delaware
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
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
BETWEENSecurities Purchase Agreement • December 11th, 1995 • Softkey International Inc • Services-prepackaged software • New York
ARTICLE I EMPLOYMENTEmployment Agreement • April 2nd, 1999 • 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
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
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 11th, 1995 • Softkey International Inc • Services-prepackaged software • Delaware
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
ARTICLE I EMPLOYMENTEmployment Agreement • August 19th, 1997 • Learning Co Inc • Services-prepackaged software • Massachusetts
ARTICLE I EMPLOYMENTEmployment Agreement • April 2nd, 1999 • Learning Co Inc • Services-prepackaged software • Massachusetts
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
ARTICLE I EMPLOYMENTEmployment Agreement • May 13th, 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
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
FIRST AMENDMENTCredit Agreement • August 18th, 1998 • Learning Co Inc • Services-prepackaged software • Massachusetts
CONFORMED COPYAgreement and Plan of Merger • November 14th, 1995 • Softkey International Inc • Services-prepackaged software • Delaware
AMONGNonsolicitation Agreement • December 11th, 1995 • Softkey International Inc • Services-prepackaged software • Delaware
amongAgreement and Plan of Merger • July 1st, 1998 • Learning Co Inc • Services-prepackaged software • Delaware
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
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
