FIRST AMENDMENT TO RIGHTS AGREEMENT
Amendment dated June 26, 1998 ("Amendment") to the Preferred Shares
Rights Agreement ("Agreement"), dated as of May 1, 1996, between Broderbund
Software, Inc., a Delaware corporation (the "Company"), and ▇▇▇▇▇▇ Trust
Company of California, a California corporation (the "Rights Agent"), the
successor to Chemical Mellon Shareholder Services, L.L.C., as Rights Agent.
Pursuant to Section 27 of the Agreement, this Amendment is being
executed by the Company and the Rights Agent for the purpose of amending the
Agreement as set forth below:
The Agreement is hereby amended as follows:
1. Section 1(a) shall be amended by inserting the following at the end
of Section 1(a):
"Notwithstanding the foregoing or any provision to the contrary in
this Agreement, none of The Learning Company, Inc. ("Parent"), its
subsidiaries, Affiliates or Associates, including TLC Merger Corp., is
an Acquiring Person pursuant to this Agreement solely by virtue of
their acquisition, or their right to acquire, beneficial ownership of
shares of the Company as a result of their execution of the Agreement
and Plan of Merger dated June 21, 1998 among Parent, TLC Merger Corp.
and the Company (the "Merger Agreement"), the consummation of the
Merger (as defined in the Merger Agreement), or any other transaction
contemplated by the Merger Agreement.
2. Section 1(i) shall be amended by inserting the following at the end
of Section 1(i):
"Notwithstanding the foregoing or any provision to the contrary in
this Agreement, a Distribution Date shall not occur solely by reason
of the execution of the Merger Agreement, the consummation of the
Merger, or any other transaction contemplated by the Merger Agreement.
3. Section 1(v) shall be amended by inserting the following at the end
of Section 1(v):
"Notwithstanding the foregoing or any provision to the contrary in
this Agreement, a Shares Acquisition Date shall not occur solely by
reason of the execution of the Merger Agreement, the consummation of
the Merger, or any other transaction contemplated by the Merger
Agreement.
4. Section 1(z) shall be amended by inserting the following at the end
of Section 1(z):
"Notwithstanding the foregoing or any provision to the contrary in
this Agreement, a Triggering Event shall not occur solely by reason
of the execution of the Merger Agreement, the consummation of the
Merger, or any other transaction contemplated by the Merger Agreement.
5. This Amendment shall be deemed to be entered into under the laws of
the State of Delaware and for all purposes shall be governed by and
construed in accordance with the laws of such State applicable to
contracts to be made and performed entirely within such State.
6. This Amendment may be executed in any number of counterparts and each
of such counterparts shall for all purposes be deemed to be an
original, and all such counterparts shall together constitute but one
and the same instrument.
7. As amended hereby, the Agreement shall remain in full force and
effect.
Entered into as of the date first written above,
BRODERBUND SOFTWARE, INC.
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇ ▇▇▇▇▇▇▇, President
Attest: /s/ ▇▇▇ ▇▇▇▇▇▇
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▇▇▇ ▇▇▇▇▇▇, General Counsel
▇▇▇▇▇▇ TRUST COMPANY OF CALIFORNIA, a California
corporation
as Rights Agent
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
