-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PV/TyJLdBGR2/bgL5jZMIrEW1Kb9BWffT6AHaRXU+bEO2CoXVNj1F69i1JxtYotd aYCmv4P89ML/RVavlNcQlg== 0000950172-97-001128.txt : 19971216 0000950172-97-001128.hdr.sgml : 19971216 ACCESSION NUMBER: 0000950172-97-001128 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 19971212 SROS: NONE GROUP MEMBERS: ANDREW D. FLASTER GROUP MEMBERS: ANDREW T. MULDERRY GROUP MEMBERS: ANJAN MUKHERJEE GROUP MEMBERS: ANTHONY J. DINOVI GROUP MEMBERS: BAIN CAPITAL FUND V, L.P. GROUP MEMBERS: BAIN CAPITAL FUND V-B, L.P. GROUP MEMBERS: BAIN CAPITAL INVESTORS V, INC. GROUP MEMBERS: BAIN CAPITAL PARTNERS V, L.P. GROUP MEMBERS: BCIP ASSOCIATES, L.P. GROUP MEMBERS: BCIP TRUST ASSOCIATES, L.P. GROUP MEMBERS: BROOKSIDE CAPITAL INVESTORS, INC. GROUP MEMBERS: BROOKSIDE CAPITAL PARTNERS FUND, L.P. GROUP MEMBERS: BROOKSIDE CAPITAL PARTNERS, L.P. GROUP MEMBERS: C. HUNTER BOLL GROUP MEMBERS: CENTRE CAPITAL INVESTORS II, L.P. GROUP MEMBERS: CENTRE CAPITAL OFFSHORE INVESTORS II, L.P. GROUP MEMBERS: CENTRE CAPITAL TAX-EXEMPT INVESTORS II, L.P. GROUP MEMBERS: CENTRE PARALLEL MANAGEMENT PARTNERS, L.P. GROUP MEMBERS: CENTRE PARTNERS COINVESTMENT, L.P. GROUP MEMBERS: CENTRE PARTNERS II LLC GROUP MEMBERS: CENTRE PARTNERS II, L.P. GROUP MEMBERS: CENTRE PARTNERS MANAGEMENT LLC GROUP MEMBERS: CHARLES A. BRIZIUS GROUP MEMBERS: CHARLES S. WOO GROUP MEMBERS: CHARLES W. ROBINS GROUP MEMBERS: DAVID V. HARKINS GROUP MEMBERS: FIRST TRUST CO. FBO KRISTINA A. WATTS GROUP MEMBERS: GEORGE R. TAYLOR GROUP MEMBERS: JAMES WESTRA GROUP MEMBERS: JEFFREY B. KOVACH GROUP MEMBERS: JOSEPH J. INCANDELA GROUP MEMBERS: JOSHUA BEKENSTEIN GROUP MEMBERS: KENT R. WELDON GROUP MEMBERS: LEE THOMAS H EQUITY FUND III L P GROUP MEMBERS: MEETINGHOUSE FOUNDATION, INC. GROUP MEMBERS: RESOURCES TRUST CO. FBO. ANDREW D. FLASTER GROUP MEMBERS: SCOTT A. SCHOEN GROUP MEMBERS: SCOTT M. SPERLING GROUP MEMBERS: SETH W. LAWRY GROUP MEMBERS: STATE BOARD OF ADMINISTRATION OF FLORIDA GROUP MEMBERS: TERRENCE M. MULLEN GROUP MEMBERS: THE 1995 HARKINS GIFT TRUST GROUP MEMBERS: THL EQUITY ADVISORS III LIMITED PARTNERSHIP GROUP MEMBERS: THL EQUITY TRUST III GROUP MEMBERS: THL INVESTMENT MANAGEMENT CORP. GROUP MEMBERS: THL-CCI INVESTORS LIMITED PARTNERSHIP GROUP MEMBERS: THOMAS H. LEE FOREIGN FUND III, L.P. GROUP MEMBERS: THOMAS M. HAGERTY GROUP MEMBERS: TODD M. ABBRECHT GROUP MEMBERS: W. MITT ROMNEY GROUP MEMBERS: WARREN C. SMITH, JR. GROUP MEMBERS: WENDY L. MASLER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LEARNING CO INC CENTRAL INDEX KEY: 0000719612 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 942562108 STATE OF INCORPORATION: DE FISCAL YEAR END: 0104 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-35677 FILM NUMBER: 97737766 BUSINESS ADDRESS: STREET 1: ONE ATHENAEUM ST CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 6174941200 MAIL ADDRESS: STREET 1: ONE ATHENAEUM ST CITY: CAMBRIDGE STATE: MA ZIP: 02142 FORMER COMPANY: FORMER CONFORMED NAME: SOFTKEY INTERNATIONAL INC DATE OF NAME CHANGE: 19940210 FORMER COMPANY: FORMER CONFORMED NAME: WORDSTAR INTERNATIONAL INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: MICROPRO INTERNATIONAL CORP DATE OF NAME CHANGE: 19890618 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEE THOMAS H EQUITY FUND III L P CENTRAL INDEX KEY: 0000941012 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O THOMAS H LEE CO STREET 2: 75 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6172271050 MAIL ADDRESS: STREET 1: C/O THOMAS H LEE CO STREET 2: 75 STATE ST CITY: BOSTON STATE: MA ZIP: 02109 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 The Learning Company, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 522008 10 1 (CUSIP Number) ANTHONY J. DINOVI MARK E. NUNNELLY PAUL J. ZEPF THOMAS H. LEE COMPANY BAIN CAPITAL, INC. CENTRE PARTNERS MANAGEMENT LLC 75 STATE STREET TWO COPLEY PLACE 30 ROCKEFELLER PLAZA, STE. 5050 BOSTON, MASSACHUSETTS 02109 BOSTON, MASSACHUSETTS 02116 NEW YORK, NEW YORK 10020 (617) 227-1050 (617) 572-3000 (212) 332-5800 - -----------------------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 5, 1997 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the follow ing box [ ]. SCHEDULE 13D CUSIP No. 522008 10 1 ----------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Thomas H. Lee Equity Fund III, L.P. ----------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (x) ----------------------------------------------------------------- (3) SEC USE ONLY ----------------------------------------------------------------- (4) SOURCE OF FUNDS OO ----------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) ------------------------------------------------------------------ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ----------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF SHARES ___________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 7,846,840 (See Item 5) EACH ___________________________________ REPORTING (9) SOLE DISPOSITIVE POWER PERSON WITH ___________________________________ (10) SHARED DISPOSITIVE POWER 7,846,840 (See Item 5) ----------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,846,840 (See Item 5) ----------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) ----------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 14.0% ----------------------------------------------------------------- (14) TYPE OF REPORTING PERSON PN ----------------------------------------------------------------- SCHEDULE 13D CUSIP No. 522008 10 1 ----------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Thomas H. Lee Foreign Fund III, L.P. ----------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (x) ----------------------------------------------------------------- (3) SEC USE ONLY ----------------------------------------------------------------- (4) SOURCE OF FUNDS OO ----------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) ------------------------------------------------------------------ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ----------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF SHARES ___________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 485,540 (See Item 5) EACH ___________________________________ REPORTING (9) SOLE DISPOSITIVE POWER PERSON WITH ___________________________________ (10) SHARED DISPOSITIVE POWER 485,540 (See Item 5) ----------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 485,540 (See Item 5) ----------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) ----------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 1.0% ----------------------------------------------------------------- (14) TYPE OF REPORTING PERSON PN ----------------------------------------------------------------- SCHEDULE 13D CUSIP No. 522008 10 1 ----------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON THL Equity Advisors III Limited Partnership ----------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (x) ----------------------------------------------------------------- (3) SEC USE ONLY ----------------------------------------------------------------- (4) SOURCE OF FUNDS N/A ----------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) ------------------------------------------------------------------ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts ----------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF SHARES ___________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 8,332,380 (See Item 5) EACH ___________________________________ REPORTING (9) SOLE DISPOSITIVE POWER PERSON WITH ___________________________________ (10) SHARED DISPOSITIVE POWER 8,332,380 (See Item 5) ----------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,332,380 (See Item 5) ----------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) ----------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 14.8% ----------------------------------------------------------------- (14) TYPE OF REPORTING PERSON PN ----------------------------------------------------------------- SCHEDULE 13D CUSIP No. 522008 10 1 ----------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON THL Equity Trust III ----------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (x) ----------------------------------------------------------------- (3) SEC USE ONLY ----------------------------------------------------------------- (4) SOURCE OF FUNDS N/A ----------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) ------------------------------------------------------------------ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts ----------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF SHARES ___________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 8,332,380 (See Item 5) EACH ___________________________________ REPORTING (9) SOLE DISPOSITIVE POWER PERSON WITH ___________________________________ (10) SHARED DISPOSITIVE POWER 8,332,380 (See Item 5) ----------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,332,380 (See Item 5) ----------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) ----------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 14.8% ----------------------------------------------------------------- (14) TYPE OF REPORTING PERSON OO ----------------------------------------------------------------- SCHEDULE 13D CUSIP No. 522008 10 1 ----------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON THL-CCI Investors Limited Partnership ----------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (x) ----------------------------------------------------------------- (3) SEC USE ONLY ----------------------------------------------------------------- (4) SOURCE OF FUNDS 00 ----------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) ------------------------------------------------------------------ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts ----------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF SHARES ___________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 471,700 (See Item 5) EACH ___________________________________ REPORTING (9) SOLE DISPOSITIVE POWER PERSON WITH ___________________________________ (10) SHARED DISPOSITIVE POWER 471,700 (See Item 5) ----------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 471,700 (See Item 5) ----------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) ----------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 1.0% ----------------------------------------------------------------- (14) TYPE OF REPORTING PERSON PN ----------------------------------------------------------------- SCHEDULE 13D CUSIP No. 522008 10 1 ----------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON THL Investment Management Corp. ----------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (x) ----------------------------------------------------------------- (3) SEC USE ONLY ----------------------------------------------------------------- (4) SOURCE OF FUNDS N/A ----------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) ------------------------------------------------------------------ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts ----------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF SHARES ___________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 471,700 (See Item 5) EACH ___________________________________ REPORTING (9) SOLE DISPOSITIVE POWER PERSON WITH ___________________________________ (10) SHARED DISPOSITIVE POWER 471,700 (See Item 5) ----------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 471,700 (See Item 5) ----------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) ----------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 1.0% ----------------------------------------------------------------- (14) TYPE OF REPORTING PERSON CO ----------------------------------------------------------------- SCHEDULE 13D CUSIP No. 522008 10 1 ----------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON David V. Harkins ----------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (x) ----------------------------------------------------------------- (3) SEC USE ONLY ----------------------------------------------------------------- (4) SOURCE OF FUNDS OO ----------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) ------------------------------------------------------------------ (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States ----------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF 58,600 (See Item 5) SHARES ___________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 6,520 (See Item 5) EACH __________________________________ REPORTING (9) SOLE DISPOSITIVE POWER PERSON WITH 58,600 (See Item 5) ___________________________________ (10) SHARED DISPOSITIVE POWER 6,520 (See Item 5) ----------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 65,120 (See Item 5) ----------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) ----------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.1% ----------------------------------------------------------------- (14) TYPE OF REPORTING PERSON IN ----------------------------------------------------------------- SCHEDULE 13D CUSIP No. 522008 10 1 ----------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The 1995 Harkins Gift Trust ----------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (x) ----------------------------------------------------------------- (3) SEC USE ONLY ----------------------------------------------------------------- (4) SOURCE OF FUNDS OO ----------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) ------------------------------------------------------------------ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts ----------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF 6,520 (See Item 5) SHARES ___________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY EACH ___________________________________ REPORTING (9) SOLE DISPOSITIVE POWER PERSON 6,520 (See Item 5) WITH ___________________________________ (10) SHARED DISPOSITIVE POWER ----------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,520 (See Item 5) ----------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) ----------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.01% ----------------------------------------------------------------- (14) TYPE OF REPORTING PERSON OO ----------------------------------------------------------------- SCHEDULE 13D CUSIP No. 522008 10 1 ----------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Meetinghouse Foundation, Inc. ----------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (x) ----------------------------------------------------------------- (3) SEC USE ONLY ----------------------------------------------------------------- (4) SOURCE OF FUNDS OO ----------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) ------------------------------------------------------------------ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts ----------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF 20,340 (See Item 5) SHARES ___________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY EACH ___________________________________ REPORTING (9) SOLE DISPOSITIVE POWER PERSON 20,340 (See Item 5) WITH ___________________________________ (10) SHARED DISPOSITIVE POWER ----------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,340 (See Item 5) ----------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) ----------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.04% ----------------------------------------------------------------- (14) TYPE OF REPORTING PERSON 00 ----------------------------------------------------------------- SCHEDULE 13D CUSIP No. 522008 10 1 ----------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Scott A. Schoen ----------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (x) ----------------------------------------------------------------- (3) SEC USE ONLY ----------------------------------------------------------------- (4) SOURCE OF FUNDS OO ----------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) ------------------------------------------------------------------ (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States ----------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF 39,080 (See Item 5) SHARES ___________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY EACH ___________________________________ REPORTING (9) SOLE DISPOSITIVE POWER PERSON 39,080 (See Item 5) WITH ___________________________________ (10) SHARED DISPOSITIVE POWER ----------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 39,080 (See Item 5) ----------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) ----------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.08% ----------------------------------------------------------------- (14) TYPE OF REPORTING PERSON IN ----------------------------------------------------------------- SCHEDULE 13D CUSIP No. 522008 10 1 ----------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON C. Hunter Boll ----------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (x) ----------------------------------------------------------------- (3) SEC USE ONLY ----------------------------------------------------------------- (4) SOURCE OF FUNDS OO ----------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) ------------------------------------------------------------------ (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States ----------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF 39,080 (See Item 5) SHARES ___________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY EACH ___________________________________ REPORTING (9) SOLE DISPOSITIVE POWER PERSON 39,080 (See Item 5) WITH ___________________________________ (10) SHARED DISPOSITIVE POWER ----------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 39,080 (See Item 5) ----------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) ----------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.08% ----------------------------------------------------------------- (14) TYPE OF REPORTING PERSON IN ----------------------------------------------------------------- SCHEDULE 13D CUSIP No. 522008 10 1 ----------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Scott M. Sperling ----------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (x) ----------------------------------------------------------------- (3) SEC USE ONLY ----------------------------------------------------------------- (4) SOURCE OF FUNDS OO ----------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) ------------------------------------------------------------------ (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States ----------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF 32,560 (See Item 5) SHARES ___________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY EACH ___________________________________ REPORTING (9) SOLE DISPOSITIVE POWER PERSON 32,560 (See Item 5) WITH ___________________________________ (10) SHARED DISPOSITIVE POWER ----------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,560 (See Item 5) ----------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) ----------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.07% ----------------------------------------------------------------- (14) TYPE OF REPORTING PERSON IN ----------------------------------------------------------------- SCHEDULE 13D CUSIP No. 522008 10 1 ----------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Anthony J. DiNovi ----------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (x) ----------------------------------------------------------------- (3) SEC USE ONLY ----------------------------------------------------------------- (4) SOURCE OF FUNDS OO ----------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) ------------------------------------------------------------------ (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States ----------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF 32,560 (See Item 5) SHARES ___________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY EACH ___________________________________ REPORTING (9) SOLE DISPOSITIVE POWER PERSON 32,560 (See Item 5) WITH ___________________________________ (10) SHARED DISPOSITIVE POWER ----------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,560 (See Item 5) ----------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) ----------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.07% ----------------------------------------------------------------- (14) TYPE OF REPORTING PERSON IN ----------------------------------------------------------------- SCHEDULE 13D CUSIP No. 522008 10 1 ----------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Thomas M. Hagerty ----------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (x) ----------------------------------------------------------------- (3) SEC USE ONLY ----------------------------------------------------------------- (4) SOURCE OF FUNDS OO ----------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) ------------------------------------------------------------------ (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States ----------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF 32,560 (See Item 5) SHARES ___________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY EACH ___________________________________ REPORTING (9) SOLE DISPOSITIVE POWER PERSON 32,560 (See Item 5) WITH ___________________________________ (10) SHARED DISPOSITIVE POWER ----------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,560 (See Item 5) ----------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) ----------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.07% ----------------------------------------------------------------- (14) TYPE OF REPORTING PERSON IN ----------------------------------------------------------------- SCHEDULE 13D CUSIP No. 522008 10 1 ----------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Warren C. Smith, Jr. ----------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (x) ----------------------------------------------------------------- (3) SEC USE ONLY ----------------------------------------------------------------- (4) SOURCE OF FUNDS OO ----------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) ------------------------------------------------------------------ (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States ----------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF 32,560 (See Item 5) SHARES ___________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY EACH ___________________________________ REPORTING (9) SOLE DISPOSITIVE POWER PERSON 32,560 (See Item 5) WITH ___________________________________ (10) SHARED DISPOSITIVE POWER ----------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,560 (See Item 5) ----------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) ----------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.07% ----------------------------------------------------------------- (14) TYPE OF REPORTING PERSON IN ----------------------------------------------------------------- SCHEDULE 13D CUSIP No. 522008 10 1 ----------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Seth W. Lawry ----------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (x) ----------------------------------------------------------------- (3) SEC USE ONLY ----------------------------------------------------------------- (4) SOURCE OF FUNDS OO ----------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) ------------------------------------------------------------------ (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States ----------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF 9,760 (See Item 5) SHARES ___________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY EACH ___________________________________ REPORTING (9) SOLE DISPOSITIVE POWER PERSON 9,760 (See Item 5) WITH ___________________________________ (10) SHARED DISPOSITIVE POWER ----------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,760 (See Item 5) ----------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) ----------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.02% ----------------------------------------------------------------- (14) TYPE OF REPORTING PERSON IN ----------------------------------------------------------------- SCHEDULE 13D CUSIP No. 522008 10 1 ----------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Joseph J. Incandela ----------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (x) ----------------------------------------------------------------- (3) SEC USE ONLY ----------------------------------------------------------------- (4) SOURCE OF FUNDS OO ----------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) ------------------------------------------------------------------ (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States ----------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF 8,140 (See Item 5) SHARES ___________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY EACH ___________________________________ REPORTING (9) SOLE DISPOSITIVE POWER PERSON 8,140 (See Item 5) WITH ___________________________________ (10) SHARED DISPOSITIVE POWER ----------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,140 (See Item 5) ----------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) ----------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.02% ----------------------------------------------------------------- (14) TYPE OF REPORTING PERSON IN ----------------------------------------------------------------- SCHEDULE 13D CUSIP No. 522008 10 1 ----------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Kent R. Weldon ----------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (x) ----------------------------------------------------------------- (3) SEC USE ONLY ----------------------------------------------------------------- (4) SOURCE OF FUNDS OO ----------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) ------------------------------------------------------------------ (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States ----------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF 4,880 (See Item 5) SHARES ___________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY EACH ___________________________________ REPORTING (9) SOLE DISPOSITIVE POWER PERSON 4,880 (See Item 5) WITH ___________________________________ (10) SHARED DISPOSITIVE POWER ----------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,880 (See Item 5) ----------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) ----------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.01% ----------------------------------------------------------------- (14) TYPE OF REPORTING PERSON IN ----------------------------------------------------------------- SCHEDULE 13D CUSIP No. 522008 10 1 ----------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Terrence M. Mullen ----------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (x) ----------------------------------------------------------------- (3) SEC USE ONLY ----------------------------------------------------------------- (4) SOURCE OF FUNDS OO ----------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) ------------------------------------------------------------------ (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States ----------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF 2,440 (See Item 5) SHARES ___________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY EACH ___________________________________ REPORTING (9) SOLE DISPOSITIVE POWER PERSON 2,440 (See Item 5) WITH ___________________________________ (10) SHARED DISPOSITIVE POWER ----------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,440 (See Item 5) ----------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) ----------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.01% ----------------------------------------------------------------- (14) TYPE OF REPORTING PERSON IN ----------------------------------------------------------------- SCHEDULE 13D CUSIP No. 522008 10 1 ----------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Todd M. Abbrecht ----------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (x) ----------------------------------------------------------------- (3) SEC USE ONLY ----------------------------------------------------------------- (4) SOURCE OF FUNDS OO ----------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) ------------------------------------------------------------------ (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States ----------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF 2,440 (See Item 5) SHARES ___________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY EACH ___________________________________ REPORTING (9) SOLE DISPOSITIVE POWER PERSON 2,440 (See Item 5) WITH ___________________________________ (10) SHARED DISPOSITIVE POWER ----------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,440 (See Item 5) ----------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) ----------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.01% ----------------------------------------------------------------- (14) TYPE OF REPORTING PERSON IN ----------------------------------------------------------------- SCHEDULE 13D CUSIP No. 522008 10 1 ----------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wendy L. Masler ----------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (x) ----------------------------------------------------------------- (3) SEC USE ONLY ----------------------------------------------------------------- (4) SOURCE OF FUNDS OO ----------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) ------------------------------------------------------------------ (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States ----------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF 2,440 (See Item 5) SHARES ___________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY EACH ___________________________________ REPORTING (9) SOLE DISPOSITIVE POWER PERSON 2,440 (See Item 5) WITH ___________________________________ (10) SHARED DISPOSITIVE POWER ----------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,440 (See Item 5) ----------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) ----------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.01% ----------------------------------------------------------------- (14) TYPE OF REPORTING PERSON IN ----------------------------------------------------------------- SCHEDULE 13D CUSIP No. 522008 10 1 ----------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Andrew D. Flaster ----------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (x) ----------------------------------------------------------------- (3) SEC USE ONLY ----------------------------------------------------------------- (4) SOURCE OF FUNDS OO ----------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) ------------------------------------------------------------------ (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States ----------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF 1,220 (See Item 5) SHARES ___________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 1,220 (See Item 5) EACH ___________________________________ REPORTING (9) SOLE DISPOSITIVE POWER PERSON WITH 1,220 (See Item 5) ___________________________________ (10) SHARED DISPOSITIVE POWER 1,220 (See Item 5) ----------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,440 (See Item 5) ----------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) ----------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.01% ----------------------------------------------------------------- (14) TYPE OF REPORTING PERSON IN ----------------------------------------------------------------- SCHEDULE 13D CUSIP No. 522008 10 1 ----------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Resources Trust Co. FBO. Andrew D. Flaster ----------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (x) ----------------------------------------------------------------- (3) SEC USE ONLY ----------------------------------------------------------------- (4) SOURCE OF FUNDS OO ----------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) ------------------------------------------------------------------ (6) CITIZENSHIP OR PLACE OF ORGANIZATION N/A ----------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF SHARES ___________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 1,220 (See Item 5) EACH ___________________________________ REPORTING (9) SOLE DISPOSITIVE POWER PERSON WITH ___________________________________ (10) SHARED DISPOSITIVE POWER 1,220 (See Item 5) ----------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,220 (See Item 5) ----------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) ----------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.003% ----------------------------------------------------------------- (14) TYPE OF REPORTING PERSON 00 ----------------------------------------------------------------- SCHEDULE 13D CUSIP No. 522008 10 1 ----------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON First Trust Co. FBO Kristina A. Watts ----------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (x) ----------------------------------------------------------------- (3) SEC USE ONLY ----------------------------------------------------------------- (4) SOURCE OF FUNDS OO ----------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) ------------------------------------------------------------------ (6) CITIZENSHIP OR PLACE OF ORGANIZATION N/A ----------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF 2,440 (See Item 5) SHARES ___________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY EACH ___________________________________ REPORTING (9) SOLE DISPOSITIVE POWER PERSON 2,440 (See Item 5) WITH ___________________________________ (10) SHARED DISPOSITIVE POWER ----------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,440 (See Item 5) ----------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) ----------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.01% ----------------------------------------------------------------- (14) TYPE OF REPORTING PERSON 00 ----------------------------------------------------------------- SCHEDULE 13D CUSIP No. 522008 10 1 ----------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Andrew T. Mulderry ----------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (x) ----------------------------------------------------------------- (3) SEC USE ONLY ----------------------------------------------------------------- (4) SOURCE OF FUNDS OO ----------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) ------------------------------------------------------------------ (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States ----------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF 1,220 (See Item 5) SHARES ___________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY EACH ___________________________________ REPORTING (9) SOLE DISPOSITIVE POWER PERSON 1,220 (See Item 5) WITH ___________________________________ (10) SHARED DISPOSITIVE POWER ----------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,220 (See Item 5) ----------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) ----------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.003% ----------------------------------------------------------------- (14) TYPE OF REPORTING PERSON IN ----------------------------------------------------------------- SCHEDULE 13D CUSIP No. 522008 10 1 ----------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON George R. Taylor ----------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (x) ----------------------------------------------------------------- (3) SEC USE ONLY ----------------------------------------------------------------- (4) SOURCE OF FUNDS OO ----------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) ------------------------------------------------------------------ (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States ----------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF 1,220 (See Item 5) SHARES ___________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY EACH ___________________________________ REPORTING (9) SOLE DISPOSITIVE POWER PERSON 1,220 (See Item 5) WITH ___________________________________ (10) SHARED DISPOSITIVE POWER ----------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,220 (See Item 5) ----------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) ----------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.003% ----------------------------------------------------------------- (14) TYPE OF REPORTING PERSON IN ----------------------------------------------------------------- SCHEDULE 13D CUSIP No. 522008 10 1 ----------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Charles W. Robins ----------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (x) ----------------------------------------------------------------- (3) SEC USE ONLY ----------------------------------------------------------------- (4) SOURCE OF FUNDS OO ----------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) ------------------------------------------------------------------ (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States ----------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF 2,440 (See Item 5) SHARES ___________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY EACH ___________________________________ REPORTING (9) SOLE DISPOSITIVE POWER PERSON 2,440 (See Item 5) WITH ___________________________________ (10) SHARED DISPOSITIVE POWER ----------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,440 (See Item 5) ----------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) ----------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.01% ----------------------------------------------------------------- (14) TYPE OF REPORTING PERSON IN ----------------------------------------------------------------- SCHEDULE 13D CUSIP No. 522008 10 1 ----------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON James Westra ----------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (x) ----------------------------------------------------------------- (3) SEC USE ONLY ----------------------------------------------------------------- (4) SOURCE OF FUNDS OO ----------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) ------------------------------------------------------------------ (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States ----------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF 2,440 (See Item 5) SHARES ___________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY EACH ___________________________________ REPORTING (9) SOLE DISPOSITIVE POWER PERSON 2,440 (See Item 5) WITH ___________________________________ (10) SHARED DISPOSITIVE POWER ----------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,440 (See Item 5) ----------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) ----------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.01% ----------------------------------------------------------------- (14) TYPE OF REPORTING PERSON IN ----------------------------------------------------------------- SCHEDULE 13D CUSIP No. 522008 10 1 ----------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Charles A. Brizius ----------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (x) ----------------------------------------------------------------- (3) SEC USE ONLY ----------------------------------------------------------------- (4) SOURCE OF FUNDS OO ----------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) ------------------------------------------------------------------ (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States ----------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF 2,440 (See Item 5) SHARES ___________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY EACH ___________________________________ REPORTING (9) SOLE DISPOSITIVE POWER PERSON 2,440 (See Item 5) WITH ___________________________________ (10) SHARED DISPOSITIVE POWER ----------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,440 (See Item 5) ----------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) ----------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.01% ----------------------------------------------------------------- (14) TYPE OF REPORTING PERSON IN ----------------------------------------------------------------- SCHEDULE 13D CUSIP No. 522008 10 1 ----------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jeffrey B. Kovach ----------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (x) ----------------------------------------------------------------- (3) SEC USE ONLY ----------------------------------------------------------------- (4) SOURCE OF FUNDS OO ----------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) ------------------------------------------------------------------ (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States ----------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF 1,220 (See Item 5) SHARES ___________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY EACH ___________________________________ REPORTING (9) SOLE DISPOSITIVE POWER PERSON 1,220 (See Item 5) WITH ___________________________________ (10) SHARED DISPOSITIVE POWER ----------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,220 (See Item 5) ----------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) ----------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.003% ----------------------------------------------------------------- (14) TYPE OF REPORTING PERSON IN ----------------------------------------------------------------- SCHEDULE 13D CUSIP No. 522008 10 1 ----------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Anjan Mukherjee ----------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (x) ----------------------------------------------------------------- (3) SEC USE ONLY ----------------------------------------------------------------- (4) SOURCE OF FUNDS OO ----------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) ------------------------------------------------------------------ (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States ----------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF 1,220 (See Item 5) SHARES ___________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY EACH ___________________________________ REPORTING (9) SOLE DISPOSITIVE POWER PERSON 1,220 (See Item 5) WITH ___________________________________ (10) SHARED DISPOSITIVE POWER ----------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,220 (See Item 5) ----------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) ----------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.003% ----------------------------------------------------------------- (14) TYPE OF REPORTING PERSON IN ----------------------------------------------------------------- SCHEDULE 13D CUSIP No. 522008 10 1 ----------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Charles S. Woo ----------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (x) ----------------------------------------------------------------- (3) SEC USE ONLY ----------------------------------------------------------------- (4) SOURCE OF FUNDS OO ----------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) ------------------------------------------------------------------ (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States ----------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF 1,220 (See Item 5) SHARES ___________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY EACH ___________________________________ REPORTING (9) SOLE DISPOSITIVE POWER PERSON 1,220 (See Item 5) WITH ___________________________________ (10) SHARED DISPOSITIVE POWER ----------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,220 (See Item 5) ----------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) ----------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.003% ----------------------------------------------------------------- (14) TYPE OF REPORTING PERSON IN ----------------------------------------------------------------- SCHEDULE 13D CUSIP No. 522008 10 1 ----------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bain Capital Fund V, L.P. ----------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (x) ----------------------------------------------------------------- (3) SEC USE ONLY ----------------------------------------------------------------- (4) SOURCE OF FUNDS OO ----------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) ------------------------------------------------------------------ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ----------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF SHARES ___________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 596,940 (See Item 5) EACH ___________________________________ REPORTING (9) SOLE DISPOSITIVE POWER PERSON WITH ___________________________________ (10) SHARED DISPOSITIVE POWER 596,940 (See Item 5) ----------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 596,940 (See Item 5) ----------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) ----------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 1.2% ----------------------------------------------------------------- (14) TYPE OF REPORTING PERSON PN ----------------------------------------------------------------- SCHEDULE 13D CUSIP No. 522008 10 1 ----------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bain Capital Fund V-B, L.P. ----------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (x) ----------------------------------------------------------------- (3) SEC USE ONLY ----------------------------------------------------------------- (4) SOURCE OF FUNDS OO ----------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) ------------------------------------------------------------------ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ----------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF SHARES ___________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 1,554,440 (See Item 5) EACH ___________________________________ REPORTING (9) SOLE DISPOSITIVE POWER PERSON WITH ___________________________________ (10) SHARED DISPOSITIVE POWER 1,554,440 (See Item 5) ----------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,554,440 (See Item 5) ----------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) ----------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 3.1% ----------------------------------------------------------------- (14) TYPE OF REPORTING PERSON PN ----------------------------------------------------------------- SCHEDULE 13D CUSIP No. 522008 10 1 ----------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bain Capital Partners V, L.P. ----------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (x) ----------------------------------------------------------------- (3) SEC USE ONLY ----------------------------------------------------------------- (4) SOURCE OF FUNDS N/A ----------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) ------------------------------------------------------------------ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ----------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF SHARES ___________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 2,151,380 (See Item 5) EACH ___________________________________ REPORTING (9) SOLE DISPOSITIVE POWER PERSON WITH ___________________________________ (10) SHARED DISPOSITIVE POWER 2,151,380 (See Item 5) ----------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,151,380 (See Item 5) ----------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) ----------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 4.3% ----------------------------------------------------------------- (14) TYPE OF REPORTING PERSON PN ----------------------------------------------------------------- SCHEDULE 13D CUSIP No. 522008 10 1 ----------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bain Capital Investors V, Inc. ----------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (x) ----------------------------------------------------------------- (3) SEC USE ONLY ----------------------------------------------------------------- (4) SOURCE OF FUNDS N/A ----------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) ------------------------------------------------------------------ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ----------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF SHARES ___________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 2,151,380 (See Item 5) EACH ___________________________________ REPORTING (9) SOLE DISPOSITIVE POWER PERSON WITH ___________________________________ (10) SHARED DISPOSITIVE POWER 2,151,380 (See Item 5) ----------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,151,380 (See Item 5) ----------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) ----------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 4.3% ----------------------------------------------------------------- (14) TYPE OF REPORTING PERSON CO ----------------------------------------------------------------- SCHEDULE 13D CUSIP No. 522008 10 1 ----------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BCIP Associates, L.P. ----------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (x) ----------------------------------------------------------------- (3) SEC USE ONLY ----------------------------------------------------------------- (4) SOURCE OF FUNDS OO ----------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) ------------------------------------------------------------------ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ----------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF SHARES ___________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 759,720 (See Item 5) EACH ___________________________________ REPORTING (9) SOLE DISPOSITIVE POWER PERSON WITH ___________________________________ (10) SHARED DISPOSITIVE POWER 759,720 (See Item 5) ----------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 759,720 (See Item 5) ----------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) ----------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 1.6% ----------------------------------------------------------------- (14) TYPE OF REPORTING PERSON PN ----------------------------------------------------------------- SCHEDULE 13D CUSIP No. 522008 10 1 ----------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BCIP Trust Associates, L.P. ----------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (x) ----------------------------------------------------------------- (3) SEC USE ONLY ----------------------------------------------------------------- (4) SOURCE OF FUNDS OO ----------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) ------------------------------------------------------------------ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ----------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF SHARES ___________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 137,700 (See Item 5) EACH ___________________________________ REPORTING (9) SOLE DISPOSITIVE POWER PERSON WITH ___________________________________ (10) SHARED DISPOSITIVE POWER 137,700 (See Item 5) ----------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 137,700 (See Item 5) ----------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) ----------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.3% ----------------------------------------------------------------- (14) TYPE OF REPORTING PERSON PN ----------------------------------------------------------------- SCHEDULE 13D CUSIP No. 522008 10 1 ----------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON W. Mitt Romney ----------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (x) ----------------------------------------------------------------- (3) SEC USE ONLY ----------------------------------------------------------------- (4) SOURCE OF FUNDS N/A ----------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) ------------------------------------------------------------------ (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States ----------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF SHARES ___________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 3,414,640 (See Item 5) EACH ___________________________________ REPORTING (9) SOLE DISPOSITIVE POWER PERSON WITH ___________________________________ (10) SHARED DISPOSITIVE POWER 3,414,640 (See Item 5) ----------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,414,640 (See Item 5) ----------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) ----------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 6.6% ----------------------------------------------------------------- (14) TYPE OF REPORTING PERSON IN ----------------------------------------------------------------- SCHEDULE 13D CUSIP No. 522008 10 1 ----------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Joshua Bekenstein ----------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (x) ----------------------------------------------------------------- (3) SEC USE ONLY ----------------------------------------------------------------- (4) SOURCE OF FUNDS N/A ----------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) ------------------------------------------------------------------ (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States ----------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF SHARES ___________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 897,420 (See Item 5) EACH ___________________________________ REPORTING (9) SOLE DISPOSITIVE POWER PERSON WITH ___________________________________ (10) SHARED DISPOSITIVE POWER 897,420 (See Item 5) ----------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 897,420 (See Item 5) ----------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) ----------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 1.8% ----------------------------------------------------------------- (14) TYPE OF REPORTING PERSON IN ----------------------------------------------------------------- SCHEDULE 13D CUSIP No. 522008 10 1 ----------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Brookside Capital Partners Fund, L.P. ----------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (x) ----------------------------------------------------------------- (3) SEC USE ONLY ----------------------------------------------------------------- (4) SOURCE OF FUNDS 00 ----------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) ------------------------------------------------------------------ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ----------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF SHARES ___________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 365,840 (See Item 5) EACH ___________________________________ REPORTING (9) SOLE DISPOSITIVE POWER PERSON WITH ___________________________________ (10) SHARED DISPOSITIVE POWER 365,840 (See Item 5) ----------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 365,840 (See Item 5) ----------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) ----------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.8% ----------------------------------------------------------------- (14) TYPE OF REPORTING PERSON PN ----------------------------------------------------------------- SCHEDULE 13D CUSIP No. 522008 10 1 ----------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Brookside Capital Partners, L.P. ----------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (x) ----------------------------------------------------------------- (3) SEC USE ONLY ----------------------------------------------------------------- (4) SOURCE OF FUNDS N/A ----------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) ------------------------------------------------------------------ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ----------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF SHARES ___________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 365,840 (See Item 5) EACH ___________________________________ REPORTING (9) SOLE DISPOSITIVE POWER PERSON WITH ___________________________________ (10) SHARED DISPOSITIVE POWER 365,840 (See Item 5) ----------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 365,840 (See Item 5) ----------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) ----------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.8% ----------------------------------------------------------------- (14) TYPE OF REPORTING PERSON PN ----------------------------------------------------------------- SCHEDULE 13D CUSIP No. 522008 10 1 ----------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Brookside Capital Investors, Inc. ----------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (x) ----------------------------------------------------------------- (3) SEC USE ONLY ----------------------------------------------------------------- (4) SOURCE OF FUNDS N/A ----------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) ------------------------------------------------------------------ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ----------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF SHARES ___________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 365,840 (See Item 5) EACH ___________________________________ REPORTING (9) SOLE DISPOSITIVE POWER PERSON WITH ___________________________________ (10) SHARED DISPOSITIVE POWER 365,840 (See Item 5) ----------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 365,840 (See Item 5) ----------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) ----------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.8% ----------------------------------------------------------------- (14) TYPE OF REPORTING PERSON CO ----------------------------------------------------------------- SCHEDULE 13D CUSIP No. 522008 10 1 ----------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Centre Capital Investors II, L.P. ----------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (x) ----------------------------------------------------------------- (3) SEC USE ONLY ----------------------------------------------------------------- (4) SOURCE OF FUNDS OO ----------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) ------------------------------------------------------------------ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ----------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF SHARES ___________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 746,880 (See Item 5) EACH ___________________________________ REPORTING (9) SOLE DISPOSITIVE POWER PERSON WITH ___________________________________ (10) SHARED DISPOSITIVE POWER 746,880 (See Item 5) ----------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 746,880 (See Item 5) ----------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) ----------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 1.5% ----------------------------------------------------------------- (14) TYPE OF REPORTING PERSON PN ----------------------------------------------------------------- SCHEDULE 13D CUSIP No. 522008 10 1 ----------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Centre Capital Tax-Exempt Investors II, L.P. ----------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (x) ----------------------------------------------------------------- (3) SEC USE ONLY ----------------------------------------------------------------- (4) SOURCE OF FUNDS OO ----------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) ------------------------------------------------------------------ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ----------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF SHARES ___________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 243,040 (See Item 5) EACH ___________________________________ REPORTING (9) SOLE DISPOSITIVE POWER PERSON WITH ___________________________________ (10) SHARED DISPOSITIVE POWER 243,040 (See Item 5) ----------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 243,040 (See Item 5) ----------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) ----------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.5% ----------------------------------------------------------------- (14) TYPE OF REPORTING PERSON PN ----------------------------------------------------------------- SCHEDULE 13D CUSIP No. 522008 10 1 ----------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Centre Capital Offshore Investors II, L.P. ----------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (x) ----------------------------------------------------------------- (3) SEC USE ONLY ----------------------------------------------------------------- (4) SOURCE OF FUNDS OO ----------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) ------------------------------------------------------------------ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda ----------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF SHARES ___________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 149,840 (See Items) EACH ___________________________________ REPORTING (9) SOLE DISPOSITIVE POWER PERSON WITH ___________________________________ (10) SHARED DISPOSITIVE POWER 149,840 (See Items) ----------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 149,840 (See Item 5) ----------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) ----------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.3% ----------------------------------------------------------------- (14) TYPE OF REPORTING PERSON PN ----------------------------------------------------------------- SCHEDULE 13D CUSIP No. 522008 10 1 ----------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Centre Partners II, L.P. ----------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (x) ----------------------------------------------------------------- (3) SEC USE ONLY ----------------------------------------------------------------- (4) SOURCE OF FUNDS N/A ----------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) ------------------------------------------------------------------ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ----------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF SHARES ___________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 1,139,760 (See Item 5) EACH ___________________________________ REPORTING (9) SOLE DISPOSITIVE POWER PERSON WITH ___________________________________ (10) SHARED DISPOSITIVE POWER 1,139,760 (See Item 5) ----------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,139,760 (See Item 5) ----------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) ----------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 2.3% ----------------------------------------------------------------- (14) TYPE OF REPORTING PERSON PN ----------------------------------------------------------------- SCHEDULE 13D CUSIP No. 522008 10 1 ----------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Centre Partners Management LLC ----------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (x) ----------------------------------------------------------------- (3) SEC USE ONLY ----------------------------------------------------------------- (4) SOURCE OF FUNDS N/A ----------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) ------------------------------------------------------------------ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ----------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF SHARES ___________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 2,273,960 (See Item 5) EACH ___________________________________ REPORTING (9) SOLE DISPOSITIVE POWER PERSON WITH ___________________________________ (10) SHARED DISPOSITIVE POWER 2,273,960 (See Item 5) ----------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,273,960 (See Item 5) ----------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) ----------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 4.5% ----------------------------------------------------------------- (14) TYPE OF REPORTING PERSON 00 ----------------------------------------------------------------- SCHEDULE 13D CUSIP No. 522008 10 1 ----------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON State Board of Administration of Florida ----------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (x) ----------------------------------------------------------------- (3) SEC USE ONLY ----------------------------------------------------------------- (4) SOURCE OF FUNDS OO ----------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) ------------------------------------------------------------------ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Florida ----------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF SHARES ___________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 1,134,200 (See Item 5) EACH ___________________________________ REPORTING (9) SOLE DISPOSITIVE POWER PERSON WITH ___________________________________ (10) SHARED DISPOSITIVE POWER 1,134,200 (See Item 5) ----------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,134,200 (See Item 5) ----------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) ----------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 2.3% ----------------------------------------------------------------- (14) TYPE OF REPORTING PERSON 00 ----------------------------------------------------------------- SCHEDULE 13D CUSIP No. 522008 10 1 ----------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Centre Parallel Management Partners, L.P. ----------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (x) ----------------------------------------------------------------- (3) SEC USE ONLY ----------------------------------------------------------------- (4) SOURCE OF FUNDS 00 ----------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) ------------------------------------------------------------------ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ----------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF SHARES ___________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 1,145,660 (See Item 5) EACH ___________________________________ REPORTING (9) SOLE DISPOSITIVE POWER PERSON WITH ___________________________________ (10) SHARED DISPOSITIVE POWER 1,145,660 (See Item 5) ----------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,145,660 (See Item 5) ----------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) ----------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 2.3% ----------------------------------------------------------------- (14) TYPE OF REPORTING PERSON PN ----------------------------------------------------------------- SCHEDULE 13D CUSIP No. 522008 10 1 ----------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Centre Partners Coinvestment, L.P. ----------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (x) ----------------------------------------------------------------- (3) SEC USE ONLY ----------------------------------------------------------------- (4) SOURCE OF FUNDS OO ----------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) ------------------------------------------------------------------ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ----------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF SHARES ___________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 153,600 (See Item 5) EACH ___________________________________ REPORTING (9) SOLE DISPOSITIVE POWER PERSON WITH ___________________________________ (10) SHARED DISPOSITIVE POWER 153,600 (See Item 5) ----------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 153,600 (See Item 5) ----------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) ----------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.3% ----------------------------------------------------------------- (14) TYPE OF REPORTING PERSON PN ----------------------------------------------------------------- SCHEDULE 13D CUSIP No. 522008 10 1 ----------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Centre Partners II LLC ----------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (x) ----------------------------------------------------------------- (3) SEC USE ONLY ----------------------------------------------------------------- (4) SOURCE OF FUNDS N/A ----------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) ------------------------------------------------------------------ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ----------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF SHARES ___________________________________ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY 2,439,020 (See Item 5) EACH ___________________________________ REPORTING (9) SOLE DISPOSITIVE POWER PERSON WITH ___________________________________ (10) SHARED DISPOSITIVE POWER 2,439,020 (See Item 5) ----------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,439,020 (See Item 5) ----------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) ----------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 4.8% ----------------------------------------------------------------- (14) TYPE OF REPORTING PERSON 00 ----------------------------------------------------------------- ITEM 1. SECURITY AND ISSUER. The class of equity securities to which this statement relates is the common stock, $0.01 par value per share (the "Common Stock"), of The Learning Company, Inc. ("TLC" or the "Company"). The principal executive offices of TLC are located at One Athenaeum Street, Cambridge, Massachusetts 02142. ITEM 2. IDENTITY AND BACKGROUND. (a) - (c) and (f) This statement is being jointly filed by the following persons (collectively, the "Reporting Persons") pursuant to Rule 13d-(1)(f) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"): (1) Thomas H. Lee Equity Fund III, L.P., a Delaware limited partnership ("Equity Fund III"), by virtue of its direct benefi- cial ownership of 392,342 shares of Series A Convertible Parti- cipating Preferred Stock, par value $.01 per share, of the Company ("Preferred Stock"). (2) Thomas H. Lee Foreign Fund III, L.P., a Delaware limited partnership ("Foreign Fund III"), by virtue of its direct benefi- cial ownership of 24,277 shares of Preferred Stock; (3) THL Equity Advisors III Limited Partnership, a Massachusetts limited partnership ("Advisors III"), as sole general partner of Equity Fund III and Foreign Fund III; (4) THL Equity Trust III, a Massachusetts business trust ("Trust III"), as sole general partner of Advisors III; (5) THL-CCI Limited Partnership, a Massachusetts Limited Part- nership ("THL-CCI"), by virtue of its direct beneficial ownership of 23,585 shares of Preferred Stock; (6) THL Investment Management Corp., a Massachusetts corporation ("THL Investment"), as sole general partner of THL-CCI; (7) The persons or entities listed on Schedule I to this Schedule 13D (the "Additional Lee Investors" and, together with Equity Fund III, Foreign Fund III, Advisors III, Trust III, THL-CCI and THL Investment, the "Lee Reporting Persons"), by virtue of their direct beneficial ownership of an aggregate of 17,113 shares of Preferred Stock; (8) Bain Capital Fund V, L.P., a Delaware limited partnership ("BCF-V"), by virtue of its direct beneficial ownership of 29,847 shares of Preferred Stock; (9) Bain Capital Fund V-B, L.P., a Delaware limited partnership ("BCF-V-B"), by virtue of its direct beneficial ownership of 77,722 shares of Preferred Stock; (10) Bain Capital Partners V, L.P., a Delaware limited partnership ("BCP"), as sole general partner of BCF-V and BCF-V-B; (11) Bain Capital Investors V, Inc., a Delaware corporation ("BCI"), as sole general partner of BCP; (12) BCIP Associates, L.P., a Delaware limited partnership ("BCIP"), by virtue of its direct beneficial ownership of 37,986 shares of Preferred Stock; (13) BCIP Trust Associates, L.P., a Delaware limited partnership ("BCIPT"), by virtue of its direct beneficial ownership of 6,885 shares of Preferred Stock; (14) W. Mitt Romney, an individual ("Mr. Romney"), as sole shareholder of BCI and Brookside Investors (as defined below) and as a member of the Management Committee of BCIP and BCIPT; (15) Joshua Bekenstein, an individual ("Mr. Bekenstein"), as a member of the Management Committee of BCIP and BCIPT; (16) Brookside Capital Partners Fund, L.P., a Delaware limited partnership ("Brookside Fund"), by virtue of its direct beneficial ownership of 18,292 shares of Preferred Stock; (17) Brookside Capital Partners, L.P., a Delaware limited partnership ("Brookside Partners"), as sole general partner of Brookside Fund; (18) Brookside Capital Investors, Inc., a Delaware corporation ("Brookside Investors" and, together with BCF-V, BCF-V-B, BCP, BCI, BCIP, BCIPT, Mr. Romney, Mr. Bekenstein, Brookside Fund and Brookside Partners, the "Bain Reporting Persons"), as sole general partner of Brookside Partners; (19) Centre Capital Investors, II, L.P., a Delaware limited partnership ("CCI"), by virtue of its direct beneficial ownership of 37,344 shares of Preferred Stock; (20) Centre Capital Tax-Exempt Investors II, L.P., a Delaware limited partnership ("CCTI"), by virtue of its direct beneficial ownership of 12,152 shares of Preferred Stock; (21) Centre Capital Offshore Investors II, L.P., a Bermuda limited partnership ("CCOI"), by virtue of its direct beneficial ownership of 7,492 shares of Preferred Stock; (22) Centre Partners II, L.P., a Delaware limited partnership ("CPLP"), as sole general partner of each of CCI, CCTI and CCOI; (23) Centre Partners Management LLC, a Delaware limited liability company ("CPM"), as manager of CPLP and CPMP (in its capacity as manager for certain funds of Florida Board); (24) State Board of Administration of Florida, a body corporate organized under the constitution of the State of Florida ("Florida Board"), by virtue of its direct beneficial ownership of 56,710 shares of Preferred Stock; (25) Centre Parallel Management Partners, L.P., a Delaware limited partnership ("CPMP"), by virtue of its direct beneficial ownership of 573 shares of Preferred Stock and as the manager for certain funds of Florida Board; (26) Centre Partners Coinvestment, L.P., a Delaware limited partnership ("CPC"), by virtue of its direct beneficial ownership of 7,680 shares of Preferred Stock; and (27) Centre Partners II LLC, a Delaware limited liability company ("CPLLC" and, together with CCI, CCTI, CCOI, CPLP, CPM, Florida Board, CPMP and CPC, the "Centre Reporting Persons"), as sole general partner of CPMP, CPC and CPLP. The Reporting Persons have entered into a Joint Filing Agreement dated December 12, 1997, a copy of which is attached hereto as Exhibit A and incorporated herein by reference, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(f)(1) under the Exchange Act. The address of each of the Lee Reporting Persons, other than certain Additional Lee Investors as indicated on Schedule 1 hereto, is c/o Thomas H. Lee Company ("THL Co."), 75 State Street, Boston, Massachusetts 02109. The address of each of the Bain Reporting Persons is c/o Bain Capital, Inc., Two Copley Place, Boston, Massachusetts 02116. The address of each of the Centre Reporting Persons is c/o Centre Partners Management LLC, 30 Rockefeller Plaza, Suite 5050, New York, New York 10020. Each of Equity Fund III, Foreign Fund III and THL-CCI are principally engaged in the business of investing in securities. Advisors III is principally engaged in the business of serving as general partner of Equity Fund III and Foreign Fund III. Trust III is principally engaged in the business of serving as general partner of Advisors III. THL Investment is principally engaged in the business of serving as general partner of THL-CCI. The Additional THL Investors, other than certain Additional Lee Investors as indicated on Schedule 1 hereto, are employed by THL Co. Attached as Schedule II-A to this Schedule 13D is information concerning the Lee Reporting Persons and other persons as to which such information is required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D. Each of BCF-V, BCF-V-B, BCIP, BCIPT and Brookside Fund are principally engaged in the business of investing in securities. BCP is principally engaged in the business of serving as general partner of each of BCF-V and BCF-V-B. BCI is principally engaged in the business of serving as general partner of BCP. Mr. Romney is principally engaged in the business of serving as sole shareholder of BCI and Brookside Investors and as a member of the Management Committee of BCIP and BCIPT. Mr. Bekenstein is principally engaged in the business of serving as a member of the Management Committee of BCIP and BCIPT. Brookside Partners is principally engaged in the business of serving as general partner of Brookside Fund. Brookside Investors is principally engaged in the business of serving as general partner of Brookside Partners. Attached as Schedule II-B to this Schedule 13D is information concerning the Bain Reporting Persons and other persons as to which such information is required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D. Each of CCI, CCTI, CCOI, CPMP and CPC are principally engaged in the business of investing in securities. CPMP is also engaged in the business of serving as a manager for certain funds of Florida Board. Florida Board is engaged principally in investing certain funds on behalf of the State of Florida. CPLP is principally engaged in the business of serving as general partner of each of CCI, CCTI and CCOI. CPLLC is principally engaged in the business of serving as general partner of CPMP, CPC and CPLP. CPM is principally engaged in the business of serving as manager of CPLP and CPMP (in its capacity as manager for certain funds of Florida Board). Attached as Schedule II-C to this Schedule 13D is information concerning the Centre Reporting Persons and other persons as to which such information is required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D. (d) None of the Reporting Persons or any of their executive officers, directors or trustees have been convicted in a criminal proceeding (exclud ing traffic violations or similar misdemeanors) during the last five years. (e) None of the Reporting Persons or any of their executive officers, directors or trustees have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction during the last five years as a result of which any such persons was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Pursuant to a Securities Purchase Agreement dated as of August 26, 1997, as amended as of September 16, 1997 (the "Lee Purchase Agreement"), a copy of which is attached hereto as Exhibit B-1 and is incorpo rated herein by reference, by and among TLC, Equity Fund III, Foreign Fund III and THL Co. (Equity Fund III, Foreign Fund III and THL Co. are collectively referred to as the "Lee Purchasers"), TLC agreed to sell to the Lee Purchasers an aggregate of 457,317 shares of Preferred Stock in exchange for (i) the surrender of TLC's 5 1/2% Senior Convertible/Exchangeable Notes due 2000 (the "Notes") in an aggregate principal amount of $91,463,400 and (ii) a cash payment by TLC to the Lee Purchasers in an aggregate amount equal to approximately $489,075. As of December 4, 1997, THL Co. assigned its rights and obligations under the Lee Purchase Agreement to THL-CCI and the Additional Lee Investors (such persons and entities shall hereinafter, unless the context otherwise requires, also be referred to as the Lee Purchasers and THL Co. shall hereinafter, unless the context otherwise requires, not be referred to as a Lee Purchaser). The Preferred Stock held by the Lee Purchasers is currently convertible into 9,146,340 shares of Common Stock. Pursuant to a Securities Purchase Agreement dated as of August 26, 1997, as amended as of September 16, 1997 (the "Bain Purchase Agreement"), a copy of which is attached hereto as Exhibit B-2 and is incorpo rated herein by reference, by and among TLC, BCF-V, BCF-V-B, BCIP and BCIPT (BCF-V, BCF-V-B, BCIP and BCIPT are collectively referred to as the "Bain Purchasers"), TLC agreed to sell to the Bain Purchasers an aggregate of 170,732 shares of Preferred Stock in exchange for (i) the surrender of Notes in an aggregate principal amount of $34,146,400 and (ii) a cash payment by TLC to the Bain Purchasers in an aggregate amount equal to approximately $182,588. As of December 4, 1997, BCF-V assigned certain of its rights and obligations under the Bain Purchase Agreement to Brookside Fund (Brookside Fund shall hereinafter, unless the context otherwise requires, also be referred to as a Bain Purchaser). The Preferred Stock held by the Bain Purchasers is currently convertible into 3,414,640 shares of Common Stock. Pursuant to a Securities Purchase Agreement dated as of August 26, 1997, as amended as of September 16, 1997 (the "Centre Purchase Agreement" and, together with the Lee Purchase Agreement and the Bain Purchase Agreement, the "Purchase Agreements"), a copy of which is attached hereto as Exhibit B-3 and is incorporated herein by reference, by and among TLC, CCI, CCTI, CCOI, Florida Board, CPMP and CPC (CCI, CCTI, CCOI, Florida Board, CPMP and CPC are collectively referred to as the "Centre Purchasers" and, together with the Lee Purchasers and the Bain Purchasers, the "Purchasers"), TLC agreed to sell to the Centre Purchasers an aggregate of 121,951 shares of Preferred Stock in exchange for (i) the surrender of Notes in an aggregate principal amount of $24,390,200 and (ii) a cash payment by TLC to the Centre Purchasers in an aggregate amount equal to approximately $130,420. The Preferred Stock held by the Centre Purchasers is currently convertible into 2,439,020 shares of Common Stock. The Purchasers acquired the Notes pursuant to a Securities Purchase Agreement dated as of August 26, 1997 (the "Tribune Purchase Agreement"), a copy of which is attached hereto as Exhibit C and is incorporated herein by reference, by and among Tribune Company, the Lee Purchasers (including THL Co. but excluding THL-CCI and the Additional Lee Investors), the Bain Purchasers (excluding Brookside Fund) and the Centre Purchasers. Pursuant to the Tribune Purchase Agreement, the Lee Purchas ers, Bain Purchasers and Centre Purchasers agreed to pay an aggregate of $123 million ($75 million, $28 million and $20 million, respectively) to Tribune Company in exchange for Notes in an aggregate principal amount of $150 million. Of the $75 million paid by the Lee Purchasers to purchase the Notes, the following amounts were paid by each of the Lee Purchasers: (i) approximately $64.34 million by Equity Fund III; (ii) approximately $3.98 million by Foreign Fund III; (iii) approximately $3.87 million by THL-CCI; and (iv) approximately $2.81 million by the Additional Lee Investors. The Lee Purchasers (other than the Additional Lee Investors) obtained funds to purchase the Notes through capital contributions from their investors. The Additional Lee Investors obtained funds to purchase the Notes from their personal accounts. Of the $28 million paid by the Bain Purchasers to purchase the Notes, the following amounts were paid by each of the Bain Purchasers: (i) approximately $4.89 million by BCF-V; (ii) approximately $12.75 million by BCF-V-B; (iii) approximately $6.23 million by BCIP; (iv) approximately $1.13 million by BCIPT; and (v) approximately $3.0 million by Brookside Fund. The Bain Purchasers obtained funds to purchase the Notes through capital contributions from their investors. Of the $20 million paid by the Centre Purchasers to purchase the Notes, the following amounts were paid by each of the Centre Purchasers: (i) approximately $6.12 million by CCI; (ii) approximately $1.99 million by CCTI; (iii) approximately $1.23 million by CCOI; (iv) approximately $9.30 million by Florida Board; (v) approximately $0.09 million by CPMP; and (vi) approximately $1.26 million by CPC. The Centre Purchasers obtained funds to purchase the Notes through capital contributions from their investors. ITEM 4. PURPOSE OF TRANSACTION. Each of the Purchasers acquired the securities of TLC for investment purposes, but retains the right to change its investment intent. Subject to their obligations set forth in the Purchase Agreements, the Purchasers may, depending on market conditions and other factors, purchase additional securities of TLC or dispose of all or a portion of their investment in TLC. Pursuant to each of the Purchase Agreements, TLC agreed to (a) take all actions necessary to ensure that one representative of each of the following groups is appointed to the Board of Directors of TLC (the "TLC Board"): (i) the Lee Purchasers and affiliates; (ii) the Bain Purchasers and affiliates; and (iii) the Centre Purchasers and affiliates; (b) use best efforts to cause each of the directors appointed in accordance with subsection (a) and the representative of THL Co. then currently serving on the TLC Board (or any successor nominees thereof) (collectively, the "Purchasers' Representatives") to be renominated and reelected when their initial and any subsequent term expires; and (c) use best efforts to cause the election of two nominees from the four Purchasers' Representatives to each of the executive, compensation and audit committees of the TLC Board, in each case except to the extent that the TLC Board determines in good faith, after consultation with outside counsel, that contrary action is required by their fiduciary duties under applicable law. The number of Purchasers' Representatives that TLC is obligated to use best efforts to be renominated and/or reelected shall be permanently decreased should any group hold less than the percentage of Preferred Stock (or if any such Preferred Stock have been converted and after making appropriate adjustment for any Restructuring (as defined in the Purchase Agreements), shares of Common Stock and shares of Common Stock issuable upon conversion of the Preferred Stock) specified in Section 6.8 of the Purchase Agreements. Each of the Purchasers will designate the representatives who will sit on the executive, compensation and audit committees of the TLC Board based on a vote of a majority in interest of the Purchasers. Effective as of December 5, 1997, Anthony J. DiNovi was appointed to the TLC Board as the representative for the Lee Purchasers and their affiliates; Mark E. Nunnelly was appointed to the TLC Board as the representative for the Bain Purchasers and their affiliates; and Paul J. Zepf was appointed to the TLC Board as the representative for the Centre Purchasers and their affiliates. In the Purchase Agreements, each of the Purchasers covenanted with the Company that, without the consent of the Company, for a period continuing through August 26, 2002, such Purchaser will not, among other things, purchase or acquire, or offer, propose or agree to purchase or acquire, directly or indirectly, any of the Common Stock (other than by conversion of the Shares (as defined in the Purchase Agreements)), any option, warrant or other right to acquire, directly or indirectly, any Common Stock or any securities which are convertible into or are exchange able or exercisable for Common Stock, provided, however, that if at any time the percentage of the outstanding Common Stock owned by such Purchaser on a fully-diluted basis is less than the percentage of the outstanding Common Stock owned by such Purchaser on a fully-diluted basis on December 5, 1997 (the "Maximum Amount"), such Purchaser may purchase additional shares of Common Stock up to the Maximum Amount. In addition, no Purchaser shall, without the Company's consent, sell, transfer, effect a short sale of, grant any option for the purchase of, or loan any Shares or Common Stock for a period of 18 months from the date of issuance of the Shares, except to an affiliate or another Purchaser or an affiliate thereof; provided this restriction will cease to apply upon a mandatory conversion of the Shares into Common Stock pursuant to the Restated Certificate of Incorporation of the Company, and provided further that each Purchaser may sell its Shares or Common Stock in any tender offer or exchange offer made for any securities of the Company. Further, the Purchasers covenanted that they will not solicit, or encourage any other person to solicit, proxies or become a participant or otherwise engage in any solicitation in opposition to a recommendation of a majority of the directors of the Company with respect to any matter; initiate, propose or otherwise solicit stockholders for the approval of one or more stockholder proposals with respect to the Company; except as results from the Purchase Agreements or arrangements among the Purchasers, directly or indirectly participate in or encourage the formation of any group owning or seeking to acquire beneficial ownership of securities of the Company or affect control of the Company; or, except as results from the Purchase Agreements or arrangements among the Purchasers, otherwise act, directly or indirectly, to seek to control or influence in any manner the management, business, operations, board of directors, policies or affairs of the Company, or propose or seek to effect any form of business combination transaction with the Company or any affiliate thereof or any restructuring, recapitalization or similar transaction with respect to the Company. Except as discussed above, the Reporting Persons have no current plans or proposals which relate to or would result in any of the following: (a) the acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation involving the issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the issuer or of any of its subsidiaries; (d) any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or divi dend policy of the issuer; (f) any other material change in the issuer's business or corporate structure, including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940; (g) changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisi tion of control of the issuer by any person; (h) causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) - (b) As of the date hereof, each share of Preferred Stock issued and outstanding is convertible into twenty shares of Common Stock. LEE REPORTING PERSONS As of the date hereof, by virtue of its beneficial ownership of 392,342 shares of Preferred Stock, Equity Fund III beneficially owns 7,846,840 shares of Common Stock. Such 392,342 shares of Preferred Stock (assuming the conversion of all such 392,342 shares of Preferred Stock into Common Stock) represent approximately 14.0% of the total number of shares of Common Stock issued and outstanding as of November 11, 1997 (the "Outstanding Shares") (plus the 7,846,840 shares of Common Stock held by Equity Fund III upon such conversion and assuming that no other shares of Preferred Stock held by others have been previously, or are simultaneously, converted to Common Stock), as reported in TLC's Quarterly Report on Form 10-Q for the quarter ended October 4, 1997 (the "Quarterly Report"). Equity Fund III has shared voting and shared dispositive power with respect to such shares. As of the date hereof, by virtue of its beneficial ownership of 24,277 shares of Preferred Stock, Foreign Fund III beneficially owns 485,540 shares of Common Stock. Such 24,277 shares of Preferred Stock (assuming the conversion of all such 24,277 shares of Preferred Stock into Common Stock) represent approximately 1.0% of the Outstanding Shares (plus the 485,540 shares of Common Stock held by Foreign Fund III upon such conversion and assuming that no other shares of Preferred Stock held by others have been previously, or are simultaneously, converted to Common Stock), as reported in the Quarterly Report. Foreign Fund III has shared voting and shared dispositive power with respect to such shares. Advisors III, as sole general partner of Equity Fund III and Foreign Fund III, and Trust III, as sole general partner of Advisors III, may be deemed to share voting and dispositive power with respect to 8,332,380 shares of Common Stock currently held by Equity Fund III and Foreign Fund III (assuming the conversion of all shares of Preferred Stock held by Equity Fund III and Foreign Fund III into Common Stock), which represents approximately 14.8% of the Outstanding Shares (plus the 8,332,380 shares of Common Stock held by Equity Fund III and Foreign Fund III upon such conversion and assuming that no other shares of Preferred Stock held by others have been previously, or are simultaneously, converted to Common Stock), as reported in the Quarterly Report. The filing of this Schedule 13D by Advisors III and Trust III shall not be construed as an admission that Advisors III or Trust III is, for the purpose of Section 13(d) of the Exchange Act, the beneficial owner of such shares held by Equity Fund III or Foreign Fund III. As of the date hereof, by virtue of its beneficial ownership of 23,585 shares of Preferred Stock, THL-CCI beneficially owns 471,700 shares of Common Stock. Such 23,585 shares of Preferred Stock (assuming the conversion of all such 23,585 shares of Preferred Stock into Common Stock) represent approximately 1.0% of the total number of Outstanding Shares (plus the 471,700 shares of Common Stock held by THL-CCI upon such conversion and assuming that no other shares of Preferred Stock held by others have been previously, or are simultaneously, converted to Common Stock), as reported in the Quarterly Report. THL-CCI has shared voting and shared dispositive power with respect to such shares. THL Investment, as sole general partner of THL-CCI, may be deemed to share voting and dispositive power with respect to 471,700 shares of Common Stock currently held by THL-CCI (assuming the conversion of all shares of Preferred Stock held by THL-CCI into Common Stock), which represents approximately 1.0% of the Outstanding Shares (plus the 471,700 shares of Common Stock held by THL-CCI upon such conversion and assuming that no other shares of Preferred Stock held by others have been previ ously, or are simultaneously, converted to Common Stock), as reported in the Quarterly Report. The filing of this Schedule 13D by THL Investment shall not be construed as an admission that THL Investment is, for the purpose of Section 13(d) of the Exchange Act, the beneficial owner of such shares held by THL-CCI. See Schedule I for information regarding beneficial ownership of the Additional Lee Investors. BAIN REPORTING PERSONS As of the date hereof, by virtue of its beneficial ownership of 29,847 shares of Preferred Stock, BCF-V beneficially owns 596,940 shares of Common Stock. Such 29,847 shares of Preferred Stock (assuming the conver sion of all such 29,847 shares of Preferred Stock into Common Stock) represent approximately 1.2% of the total number of Outstanding Shares (plus the 596,940 shares of Common Stock held by BCF-V upon such conversion and assuming that no other shares of Preferred Stock held by others have been previously, or are simultaneously, converted to Common Stock), as reported in the Quarterly Report. BCF-V has shared voting and shared dispositive power with respect to such shares. As of the date hereof, by virtue of its beneficial ownership of 77,722 shares of Preferred Stock, BCF-V-B beneficially owns 1,554,440 shares of Common Stock. Such 77,722 shares of Preferred Stock (assuming the conversion of all such 77,722 shares of Preferred Stock) represent approximately 3.1% of the total number of Outstanding Shares (plus the 1,554,440 shares of Common Stock held by BCF-V-B upon such conversion and assuming that no other shares of Preferred Stock held by others have been previously, or are simultaneously, converted to Common Stock), as reported in the Quarterly Report. BCF-V-B has shared voting and shared dispositive power with respect to such shares. BCP, as the sole general partner of BCF-V and BCF-V-B and BCI, as the sole general partner of BCP, may be deemed to share voting and dispositive power with respect to 2,151,380 shares of Common Stock cur rently held by BCF-V and BCF-V-B (assuming the conversion of all shares of Preferred Stock held by BCF-V and BCF-V-B into Common Stock), which represents approximately 4.3% of the total number of Outstanding Shares (plus the 2,151,380 shares of Common Stock held by BCF-V and BCF-V-B upon such conversion and assuming that no other shares of Preferred Stock held by others have been previously, or are simultaneously, converted to Common Stock), as reported in the Quarterly Report. The filing of this Schedule 13D by BCP and BCI shall not be construed as an admission that BCP or BCI is, for the purpose of Section 13(d) of the Exchange Act, the beneficial owner of such shares held by BCF-V or BCF-V-B. As of the date hereof, by virtue of its beneficial ownership of 37,986 shares of Preferred Stock, BCIP beneficially owns 759,720 shares of Common Stock. Such 37,986 shares of Preferred Stock (assuming the conversion of all such 37,986 shares of Preferred Stock into Common Stock) represent approximately 1.6% of the total number of Outstanding Shares (plus the 759,720 shares of Common Stock held by BCIP upon such conversion and assuming that no other shares of Preferred Stock held by others have been previously, or are simultaneously, converted to Common Stock), as reported in the Quarterly Report. BCIP has shared voting and shared dispositive power with respect to such shares. As of the date hereof, by virtue of its beneficial ownership of 6,885 shares of Preferred Stock, BCIPT beneficially owns 137,700 shares of Common Stock. Such 6,885 shares of Preferred Stock (assuming the conversion of all such 6,885 shares of Preferred Stock into Common Stock) represent approximately 0.3% of the total number of Outstanding Shares (plus the 137,700 shares of Common Stock held by BCIPT upon such conversion and assuming that no other shares of Preferred Stock held by others have been previously, or are simultaneously, converted to Common Stock), as reported in the Quarterly Report. BCIPT has shared voting and shared dispositive power with respect to such shares. Mr. Romney may be deemed to share voting and dispositive power with respect to (i) 2,151,380 shares of Common Stock currently held by BCF- V and BCF-V-B (assuming the conversion of all shares of Preferred Stock held by BCF-V and BCF-V-B into Common Stock) in his capacity as sole stockholder of BCI, (ii) 897,420 shares of Common Stock currently held by BCIP and BCIPT (assuming the conversion of all shares of Preferred Stock held by BCIP and BCIPT into Common Stock), in his capacity as a member of the Management Committee of BCIP and BCIPT, and (iii) 365,840 shares of Common Stock currently held by Brookside Fund (assuming the conversion of all shares of Preferred Stock held by Brookside Fund into Common Stock) in his capacity as sole stockholder of Brookside Investors, which in the aggregate represent approximately 6.6% of the total number of Outstanding Shares (plus the 3,414,640 shares of Common Stock held by BCF-V, BCF-V-B, BCIP, BCIPT and Brookside Fund upon such conversion and assuming that no other shares of Preferred Stock held by others have been previously, or are simultaneously, converted to Common Stock), as reported in the Quarterly Report. The filing of this Schedule 13D by Mr. Romney shall not be construed as an admission that Mr. Romney is, for the purpose of Section 13(d) of the Exchange Act, the beneficial owner of such shares held by BCF- V, BCF-V-B, BCIP, BCIPT or Brookside Fund. Mr. Bekenstein, as a member of the Management Committee of BCIP and BCIPT, may be deemed to share voting and dispositive power with respect to 897,420 shares of Common Stock currently held by BCIP and BCIPT (assum ing the conversion of all shares of Preferred Stock held by BCIP and BCIPT into Common Stock), which represents approximately 1.8% of the total number of Outstanding Shares (plus the 897,420 shares of Common Stock held by BCIP and BCIPT upon such conversion and assuming that no other shares of Preferred Stock held by others have been previously, or are simultaneously, converted to Common Stock), as reported in the Quarterly Report. The filing of this Schedule 13D by Mr. Bekenstein shall not be construed as an admission that Mr. Bekenstein is, for the purpose of Section 13(d) of the Exchange Act, the beneficial owner of such shares held by BCIP or BCIPT. As of the date hereof, by virtue of its beneficial ownership of 18,292 shares of Preferred Stock, Brookside Fund beneficially owns 365,840 shares of Common Stock. Such 18,292 shares of Preferred Stock (assuming the conversion of all such 18,292 shares of Preferred Stock into Common Stock) represent approximately 0.8% of the total number of Outstanding Shares (plus the 365,840 shares of Common Stock held by Brookside Fund upon such conversion and assuming that no other shares of Preferred Stock held by others have been previously, or are simultaneously, converted to Common Stock), as reported in the Quarterly Report. Brookside Fund has shared voting and shared dispositive power with respect to such shares. Brookside Partners, as the sole general partner of Brookside Fund, and Brookside Investors, as the sole general partner of Brookside Partners, may be deemed to share voting and dispositive power with respect to 365,840 shares of Common Stock currently held by Brookside Fund (assuming the conversion of all shares of Preferred Stock currently held by Brookside Fund into Common Stock), which represents approximately 0.8% of the total number of Outstanding Shares (plus the 365,840 shares of Common Stock held by Brookside Fund upon such conversion and assuming that no other shares of Preferred Stock held by others have been previously, or are simultaneously, converted to Common Stock), as reported in the Quarterly Report. The filing of this Schedule 13D by Brookside Partners and Brookside Investors shall not be construed as an admission that Brookside Partners or Brookside Investors is, for the purpose of Section 13D of the Exchange Act, the beneficial owner of such shares held by Brookside Fund. CENTRE REPORTING PERSONS As of the date hereof, by virtue of its beneficial ownership of 37,344 shares of Preferred Stock, CCI beneficially owns 746,880 shares of Common Stock. Such 37,344 shares of Preferred Stock (assuming the conversion of all such 37,344 shares of Preferred Stock into Common Stock) represent approximately 1.5% of the total number of Outstanding Shares (plus the 746,880 shares of Common Stock held by CCI upon such conversion and assuming that no other shares of Preferred Stock held by others have been previously, or are simultaneously, converted to Common Stock), as reported in the Quarterly Report. CCI has shared voting and shared dispositive power with respect to such shares. As of the date hereof, by virtue of its beneficial ownership of 12,152 shares of Preferred Stock, CCTI beneficially owns 243,040 shares of Common Stock. Such 12,152 shares of Preferred Stock (assuming the conversion of all such 12,152 shares of Preferred Stock into Common Stock) represent approximately 0.5% of the total number of Outstanding Shares (plus the 243,040 shares of Common Stock held by CCTI upon such conversion and assuming that no other shares of Preferred Stock held by others have been previously, or are simultaneously, converted to Common Stock), as reported in the Quarterly Report. CCTI has shared voting and shared dispositive power with respect to such shares. As of the date hereof, by virtue of its beneficial ownership of 7,492 shares of Preferred Stock, CCOI beneficially owns 149,840 shares of Common Stock. Such 7,492 shares of Preferred Stock (assuming the conver sion of all such 7,492 shares of Preferred Stock into Common Stock) represent approximately 0.3% of the total number of Outstanding Shares (plus the 149,840 shares of Common Stock held by CCOI upon such conversion and assuming that no other shares of Preferred Stock held by others have been previously, or are simultaneously, converted to Common Stock), as reported in the Quarterly Report. CCOI has shared voting and shared dispositive power with respect to such shares. CPLP, as sole general partner of CCI, CCTI and CCOI, may be deemed to share voting and dispositive power with respect to 1,139,760 shares of Common Stock currently held by CCI, CCTI and CCOI (assuming the conversion of all shares of Preferred Stock held by CCI, CCTI and CCOI into Common Stock), which represents approximately 2.3% of the Outstanding Shares (plus the 1,139,760 shares of Common Stock held by CCI, CCTI and CCOI upon such conversion and assuming that no other shares of Preferred Stock held by others have been previously, or are simultaneously, converted to Common Stock), as reported in the Quarterly Report. The filing of this Schedule 13D by CPLP shall not be construed as an admission that CPLP is, for the purpose of Section 13(d) of the Exchange Act, the beneficial owner of such shares held by CCI, CCTI or CCOI. Pursuant to a management agreement with CPLP, CPM may be deemed to share voting and dispositive power with respect to 1,139,760 shares of Common Stock currently held by CCI, CCTI and CCOI (assuming the conversion of all shares of Preferred Stock held by CCI, CCTI and CCOI into Common Stock), and pursuant to a management agreement with CPMP, CPM may be deemed to share voting and dispositive power with respect to 1,134,200 shares of Common Stock currently held by Florida Board (assuming the conversion of all shares of Preferred Stock held by Florida Board into Common Stock), which in the aggregate, represents approximately 4.5% of the Outstanding Shares (plus the 2,273,960 shares of Common Stock held by CCI, CCTI, CCOI and Florida Board upon such conversion and assuming that no other shares of Preferred Stock held by others have been previously, or are simultaneously, converted to Common Stock), as reported in the Quarterly Report. The filing of this Schedule 13D by CPM shall not be construed as an admission that CPM is, for the purpose of Section 13D of the Exchange Act, the beneficial owner of such shares held by CCI, CCTI, CCOI and Florida Board. As of the date hereof, by virtue of its beneficial ownership of 56,710 shares of Preferred Stock, Florida Board beneficially owns 1,134,200 shares of Common Stock. Such 56,710 shares of Preferred Stock (assuming the conversion of all such 56,710 shares of Preferred Stock into Common Stock) represent approximately 2.3% of the total number of Outstanding Shares (plus the 1,134,200 shares of Common Stock held by Florida Board upon such conversion and assuming that no other shares of Preferred Stock held by others have been previously, or are simultaneously, converted to Common Stock), as reported in the Quarterly Report. Florida Board has shared voting and shared dispositive power with respect to such shares. As of the date hereof, by virtue of its beneficial ownership of 573 shares of Preferred Stock, CPMP beneficially owns 11,460 shares of Common Stock. In addition, as manager for certain funds of Florida Board, CPMP may be deemed to share voting and dispositive power with respect to 1,134,200 shares of Common Stock currently held by Florida Board (assuming the conversion of all shares of Preferred Stock held by Florida Board into Common Stock). Such 1,145,660 shares of Common Stock in the aggregate represent approximately 2.3% of the Outstanding Shares (plus the 1,145,660 shares of Common Stock held by CPMP and Florida Board upon such conversion and assuming that no other shares of Preferred Stock held by others have been previously, or are simultaneously, converted to Common Stock), as reported in the Quarterly Report. The filing of this Schedule 13D by CPMP shall not be construed as an admission that CPMP is, for the purpose of Section 13D of the Exchange Act, the beneficial owner of such shares held by Florida Board. As of the date hereof, by virtue of its beneficial ownership of 7,680 shares of Preferred Stock, CPC beneficially owns 153,600 shares of Common Stock. Such 7,680 shares of Preferred Stock (assuming the conversion of all such 7,680 shares of Preferred Stock into Common Stock) represent approximately 0.3% of the total number of Outstanding Shares (plus the 153,600 shares of Common Stock held by CPC upon such conversion and assuming that no other shares of Preferred Stock held by others have been previously, or are simultaneously, converted to Common Stock), as reported in the Quarterly Report. CPC has shared voting and shared dispositive power with respect to such shares. CPLLC, as sole general partner of CPMP, CPC and CPLP, may be deemed to share voting and dispositive power with respect to 2,439,020 shares of Common Stock currently held by CPMP, Florida Board, CPC, CCI, CCTI and CCOI (assuming the conversion of all shares of Preferred Stock held by CPMP, Florida Board, CPC, CCI, CCTI and CCOI into Common Stock), which represents approximately 4.8% of the Outstanding Shares (plus the 2,439,020 shares of Common Stock held by CPMP, Florida Board, CPC, CCI, CCTI and CCOI upon such conversion and assuming that no other shares of Preferred Stock held by others have been previously, or are simultaneously, converted to Common Stock), as reported in the Quarterly Report. The filing of this Schedule 13D by CPLLC shall not be construed as an admission that CPLLC is, for the purpose of Section 13(d) of the Exchange Act, the beneficial owner of such shares held by CPMP, Florida Board, CPC, CCI, CCTI or CCOI. Since the Purchasers acted together to the extent described herein for the purpose of acquiring the Notes and the Preferred Stock, they may be deemed to constitute a "group" within the meaning of Rule 13d-5 under the Exchange Act, and as such, the group would be deemed to beneficially own all shares of Common Stock beneficially held, in the aggregate, by all group members. Consequently, the group may be deemed to benefi cially own an aggregate of 15,000,000 shares of Common Stock (assuming the conversion of all shares of Preferred Stock held by the Purchasers into Common Stock) representing approximately 23.8% of the Outstanding Shares (plus the 15,000,000 shares of Common Stock held by the Purchasers upon such conversion and assuming that no other shares of Preferred Stock held by others have been previously, or are simultaneously, converted to Common Stock), as reported in the Quarterly Report. The Reporting Persons expressly disclaim membership in a group, and each of the Lee Reporting Persons, Bain Reporting Persons and Centre Reporting Persons expressly disclaims, except to the extent otherwise specified herein, the shares of Common Stock held by the other Reporting Persons. The statements in this Schedule 13D shall not be construed as an admission that a Reporting Person is the beneficial owner of any of the shares of Common Stock other than those which such Reporting Person has disclosed herein as beneficially owned. (c) None of the Reporting Persons, nor, to the best knowledge of the Reporting Persons, any of their officers, directors or trustees, has effected any transactions in the Common Stock during the past 60 days except as described herein. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATION SHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The responses to Items 3, 4 and 5 of this Schedule 13D and the Exhibits to this Schedule 13D are incorporated herein by reference. Pursuant to a Registration Rights Agreement dated as of August 26, 1997 (the "Registration Rights Agreement"), a copy of which is attached hereto as Exhibit D and is incorporated herein by reference, by and among TLC and the Purchasers, upon the written request of one or more holders of certain Registrable Securities (as defined in the Registration Rights Agreement) of TLC, TLC will, subject to the terms of the Registration Rights Agreement, use its best efforts to effect the registration of such securities under the Securities Act. Except for the agreements described in this Schedule 13D, to the best knowledge of the Reporting Persons, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of TLC, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit A: Joint Filing Agreement dated as of December 12, 1997 among the Reporting Persons. Exhibit B-1: Securities Purchase Agreement dated as of August 26, 1997 among the THL Purchasers and TLC, as amended as of September 16, 1997. Exhibit B-2: Securities Purchase Agreement dated as of August 26, 1997 among the Bain Purchasers and TLC, as amended as of September 16, 1997. Exhibit B-3: Securities Purchase Agreement dated as of August 26, 1997 among the Centre Purchasers and TLC, as amended as of September 16, 1997. Exhibit C: Securities Purchase Agreement dated as of August 26, 1997 among Tribune Company and the Purchasers. Exhibit D: Registration Rights Agreement dated as of August 26, 1997 among THL and the Purchasers. Exhibit E: Power of Attorney dated December 12, 1997 granted by the Lee Reporting Persons in favor of Scott M. Sperling and Anthony J. DiNovi. SIGNATURES FOR LEE REPORTING PERSONS After reasonable inquiry and to the best knowledge and belief of each of the undersigned, each such person certifies that the information set forth in this statement is true, complete and correct. THOMAS H. LEE EQUITY FUND III, L.P. By: THL Equity Advisors III Limited Partnership, its General Partner By: THL Equity Trust III, its General Partner Date: December 12, 1997 By:/s/ Anthony J. DiNovi --------------------------- Name: Anthony J. DiNovi Title: Vice President THOMAS H. LEE FOREIGN FUND III, L.P. By: THL Equity Advisors III Limited Partnership, its General Partner By: THL Equity Trust III, its General Partner Date: December 12, 1997 By:/s/ Anthony J. DiNovi --------------------------- Name: Anthony J. DiNovi Title: Vice President THL EQUITY ADVISORS III LIMITED PARTNERSHIP By: THL Equity Trust III, its General Partner Date: December 12, 1997 By:/s/ Anthony J. DiNovi --------------------------- Name: Anthony J. DiNovi Title: Vice President THL EQUITY TRUST III Date: December 12, 1997 By:/s/ Anthony J. DiNovi ---------------------------- Name: Anthony J. DiNovi Title: Vice President THL-CCI LIMITED PARTNERSHIP By: THL Investment Management Corp., its General Partner Date: December 12, 1997 By:/s/ Wendy Masler ---------------------------- Name: Wendy Masler Title: Vice President THL INVESTMENT MANAGEMENT CORP. Date: December 12, 1997 By:/s/ Wendy Masler --------------------------- Name: Wendy Masler Title: Vice President Date: December 12, 1997 /s/ David V. Harkins ----------------------------- David V. Harkins THE 1995 HARKINS GIFT TRUST Date: December 12, 1997 By:/s/ Sheryll Harkins ---------------------------- Name: Sheryll Harkins Title: Trustee MEETINGHOUSE FOUNDATION, INC. By: PNC Bank, New England, as Trustee Date: December 12, 1997 By: /s/ Peter K. Van Winkle _________________________________ Name: /s/ Peter K. Van Winkle Title: Chief Inv. Officer and SVP Date: December 12, 1997 /s/ Scott A. Schoen ------------------------------------- Scott A. Schoen Date: December 12, 1997 /s/ C. Hunter Boll ------------------------------------ C. Hunter Boll Date: December 12, 1997 /s/ Scott M. Sperling ------------------------------------- Scott M. Sperling Date: December 12, 1997 /s/ Anthony J. DiNovi ------------------------------------- Anthony J. DiNovi Date: December 12, 1997 /s/ Thomas M. Hagerty ------------------------------------- Thomas M. Hagerty Date: December 12, 1997 /s/ Warren C. Smith, Jr. ------------------------------------- Warren C. Smith, Jr. Date: December 12, 1997 /s/ Seth W. Lawry ------------------------------------- Seth W. Lawry Date: December 12, 1997 /s/ Joseph J. Incandela ------------------------------------ Joseph J. Incandela Date: December 12, 1997 /s/ Kent R. Weldon ------------------------------------ Kent R. Weldon Date: December 12, 1997 /s/ Terrence M. Mullen ------------------------------------ Terrence M. Mullen Date: December 12, 1997 /s/ Todd M. Abbrecht ----------------------------------- Todd M. Abbrecht Date: December 12, 1997 /s/ Wendy L. Masler ----------------------------------- Wendy L. Masler Date: December 12, 1997 /s/ Andrew D. Flaster ----------------------------------- Andrew D. Flaster RESOURCES TRUST CO. FBO ANDREW D. FLASTER Date: December 12, 1997 By: /s/ Andrew D. Flaster _________________________________ Name: Andrew D. Flaster Title: FIRST TRUST CO. FBO KRISTINA A. WATTS Date: December 12, 1997 By: /s/ Patricia Kenny _______________________________ Name: Patricia Kenny Title: SR. Investment Admin. Analyst Date: December 12, 1997 /s/ Andrew T. Mulderry ----------------------------------- Andrew T. Mulderry Date: December 12, 1997 /s/ George R. Taylor ----------------------------------- George R. Taylor Date: December 12, 1997 /s/ Charles W. Robins ----------------------------------- Charles W. Robins Date: December 12, 1997 /s/ James Westra ----------------------------------- James Westra Date: December 12, 1997 /s/ Charles A. Brizius ---------------------------------- Charles A. Brizius Date: December 12, 1997 /s/ Jeffrey B. Kovach ---------------------------------- Jeffrey B. Kovach Date: December 12, 1997 /s/ Anjan Mukherjee ---------------------------------- Anjan Mukherjee Date: December 12, 1997 /s/ Charles S. Woo ---------------------------------- Charles S. Woo SIGNATURES FOR BAIN REPORTING PERSONS After reasonable inquiry and to the best knowledge and belief of each of the undersigned, each such person certifies that the information set forth in this statement is true, complete and correct. BAIN CAPITAL FUND V, L.P. By: Bain Capital Partners V, L.P., as General Partner By: Bain Capital Investors V, Inc., as General Partner Date: December 12, 1997 By:/s/ Mark E. Nunnelly -------------------- Name: Mark E. Nunnelly Title: Managing Director BAIN CAPITAL FUND V-B, L.P. By: Bain Capital Partners V, L.P., as General Partner By: Bain Capital Investors V, Inc., as General Partner Date: December 12, 1997 By:/s/ Mark E. Nunnelly -------------------- Name: Mark E. Nunnelly Title: Managing Director BAIN CAPITAL PARTNERS V, L.P. By: Bain Capital Investors V, Inc., as General Partner Date: December 12, 1997 By:/s/ Mark E. Nunnelly -------------------- Name: Mark E. Nunnelly Title: Managing Director BAIN CAPITAL INVESTORS V, INC. Date: December 12, 1997 By:/s/ Mark E. Nunnelly -------------------- Name: Mark E. Nunnelly Title: Managing Director BCIP ASSOCIATES, L.P. Date: December 12, 1997 By:/s/ Mark E. Nunnelly -------------------- Name: Mark E. Nunnelly Title: Managing Director BCIP TRUST ASSOCIATES, L.P. Date: December 12, 1997 By:/s/ Mark E. Nunnelly -------------------- Name: Mark E. Nunnelly Title: Managing Director Date: December 12, 1997 /s/ W. Mitt Romney ------------------ W. Mitt Romney Date: December 12, 1997 /s/ Joshua Bekenstein --------------------- Joshua Bekenstein BROOKSIDE CAPITAL PARTNERS FUND, L.P. By: Brookside Capital Partners, L.P., as General Partner By: Brookside Capital Investors, Inc., as General Partner Date: December 12, 1997 By:/s/ Mark E. Nunnelly -------------------- Name: Mark E. Nunnelly Title: Managing Director BROOKSIDE CAPITAL PARTNERS, L.P. By: Brookside Capital Investors, Inc., as General Partner Date: December 12, 1997 By:/s/ Mark E. Nunnelly -------------------- Name: Mark E. Nunnelly Title: Managing Director BROOKSIDE CAPITAL INVESTORS, INC. Date: December 12, 1997 By:/s/ Mark E. Nunnelly -------------------- Name: Mark E. Nunnelly Title: Managing Director SIGNATURES FOR CENTRE REPORTING PERSONS After reasonable inquiry and to the best knowledge and belief of each of the undersigned, each such person certifies that the information set forth in this statement is true, complete and correct. CENTRE CAPITAL INVESTORS II, L.P. CENTRE CAPITAL TAX-EXEMPT INVESTORS II, L.P. CENTRE CAPITAL OFFSHORE INVESTORS II, L.P. By: Centre Partners II, L.P., as General Partner By: Centre Partners Management LLC, as Attorney-in-fact Date: December 12, 1997 By:/s/ Jonathan H. Kagan --------------------- Name: Jonathan H. Kagan Title: Managing Director STATE BOARD OF ADMINISTRATION OF FLORIDA By: Centre Parallel Management Partners, L.P., as Manager By: Centre Partners Management LLC, as Attorney-in-fact Date: December 12, 1997 By:/s/ Jonathan H. Kagan --------------------- Name: Jonathan H. Kagan Title: Managing Director CENTRE PARALLEL MANAGEMENT PARTNERS, L.P. CENTRE PARTNERS COINVESTMENT, L.P. By: Centre Partners II LLC, as General Partner Date: December 12, 1997 By:/s/ Jonathan H. Kagan --------------------- Name: Jonathan H. Kagan Title: Managing Director CENTRE PARTNERS II, L.P. By: Centre Partners Management LLC, as Attorney-in-fact Date: December 12, 1997 By:/s/ Jonathan H. Kagan --------------------- Name: Jonathan H. Kagan Title: Managing Director CENTRE PARTNERS II LLC Date: December 12, 1997 By:/s/ Jonathan H. Kagan --------------------- Name: Jonathan H. Kagan Title: Managing Director CENTRE PARTNERS MANAGEMENT LLC Date: December 12, 1997 By:/s/ Jonathan H. Kagan --------------------- Name: Jonathan H. Kagan Title: Managing Director SCHEDULE I
Number of Number of Shares of Shares of % of Preferred Stock Common Stock Common Beneficially Beneficially Stock Name of Additional Lee Investor Owned (1) Owned (1)(2) (3) - ------------------------------- --------------- ------------ --- David V. Harkins 3,256 (4) 65,120 (5) 0.1% The 1995 Harkins Gift Trust 326 6,520 0.01 Meetinghouse Foundation, Inc. (6) 1,017 20,340 0.04 Scott A. Schoen 1,954 39,080 0.08 C. Hunter Boll 1,954 39,080 0.08 Scott M. Sperling 1,628 32,560 0.07 Anthony J. DiNovi 1,628 32,560 0.07 Thomas H. Hagerty 1,628 32,560 0.07 Warren C. Smith, Jr. 1,628 32,560 0.07 Seth W. Lawry 488 9,760 0.02 Joseph J. Incandela 407 8,140 0.02 Kent R. Weldon 244 4,880 0.01 Terrence M. Mullen 122 2,440 0.01 Todd M. Abbrecht 122 2,440 0.01 Wendy L. Masler 122 2,440 0.01 Andrew D. Flaster 122 (7) 2,440 (8) 0.01 Resources Trust Co. FBO Andrew 61 1,220 0.003 D. Flaster (9) First Trust Co. FBO Kristina A. 122 2,440 0.01 Watts (9) Andrew T. Mulderry 61 1,220 0.003 George R. Taylor 61 1,220 0.003 Charles W. Robins 122 2,440 0.01 James Westra 122 2,440 0.01 Charles A. Brizius 122 2,440 0.01 Jeffrey B. Kovach 61 1,220 0.003 Anjan Mukherjee 61 1,220 0.003 Charles S. Woo 61 1,220 0.003
- ------------------ 1 Unless otherwise indicated, each Additional Lee Investor has sole voting and sole dispositive power with respect to such shares. 2 Assumes the conversion of each issued and outstanding share of Pre ferred Stock into twenty shares of Common Stock. 3 Based on total number of shares of Common Stock issued and outstanding as of November 11, 1997, as reported in the Quarterly Report, plus the shares of Common Stock held by such Additional Lee Investor upon conversion and assuming that no other shares of Preferred Stock held by others (including the other Additional Lee Investors) have been previously, or are simultaneously, converted to Common Stock. 4 Includes 326 shares of Preferred Stock held by The 1995 Harkins Gift Trust. Mr. Harkins may be deemed to share voting and dispositive power with respect to such shares. The filing of this Schedule 13D by Mr. Harkins shall not be construed as an admission that Mr. Harkins is, for the purpose of Section 13(d) of the Exchange Act, the benefi cial owner of such shares held by The 1995 Harkins Gift Trust. 5 Includes 6,520 shares of Common Stock held by The 1995 Harkins Gift Trust (assuming the conversion of all shares of Preferred Stock held by The 1995 Harkins Gift Trust into Common Stock). Mr. Harkins may be deemed to share voting and dispositive power with respect to such shares. The filing of this Schedule 13D by Mr. Harkins shall not be construed as an admission that Mr. Harkins is, for the purpose of Section 13(d) of the Exchange Act, the beneficial owner of such shares held by The 1995 Harkins Gift Trust. 6 The address for MeetingHouse Foundation, Inc., a non-profit family foundation, is c/o Peter K. Van Winkle, PNC Bank, New England, 125 High Street, Boston, Massachusetts 02110. 7 Includes 61 shares of Preferred Stock held by Resources Trust Co. FBO Andrew D. Flaster. Mr. Flaster shares voting and dispositive power with respect to such shares. 8 Includes 1,220 shares of Common Stock held by Resources Trust Co. FBO Andrew D. Flaster (assuming the conversion of all shares of Preferred Stock held by Resources Trust Co. FBO Andrew D. Flaster into Common Stock). Mr. Flaster shares voting and dispositive power with respect to such shares. 9 An IRA account. SCHEDULE II-A THL Equity Trust III Each of the following officers and trustees of THL Equity Trust III is a United States citizen and is employed by the Thomas H. Lee Company, 75 State Street, Boston, Massachusetts 02109. Officers: Chairman Thomas H. Lee 1 Old Farm Road, Lincoln, MA 01773 President David V. Harkins 8 Corn Point Road, Marblehead, MA 01945 Vice Presidents C. Hunter Boll 45 Fletcher Street, Winchester, MA 01890 Thomas R. Shepherd 172 Harvard Road, Stow, MA 01775 Anthony J. DiNovi 167 Commonwealth Avenue, #9, Boston, MA 02116 Thomas M. Hagerty 256 Beacon Street, Apt. #4, Boston, MA 02116 Joseph J. Incandela 139 Abbott Road, Wellesley Hills, MA 02181 Scott A. Schoen 65 Laurel Road, Weston, MA 02193 Warren C. Smith, Jr. 38 Coolidge Lane, Dedham, MA 02026 Scott M. Sperling 4 Moore Road, Wayland, MA 01778 Seth W. Lawry 330 Dartmouth Street, Apt. #7S, Boston, MA 02116 Treasurer Wendy L. Masler 11 Waverly Street, #3, Brookline, MA 02115 Asst. Treasurer Andrew D. Flaster 69 Wilshire Park, Needham, MA 02192 Clerk Wendy L. Masler 11 Waverly Street, #3, Brookline, MA 02115 Asst. Clerks Charles W. Robins, Esq. 50 Lehigh Road, Wellesley, MA 02181 Jeffrey S. Wieand, Esq. 1695 Lowell Road, Concord, MA 01742 Trustees: Thomas H. Lee 1 Old Farm Road, Lincoln, MA 01773 David V. Harkins 8 Corn Point Road, Marblehead, MA 01945 C. Hunter Boll 45 Fletcher Street, Winchester, MA 01890 Thomas R. Shepherd 172 Harvard Road, Stow, MA 01775 Anthony J. DiNovi 167 Commonwealth Avenue, #9, Boston, MA 02116 Thomas M. Hagerty 256 Beacon Street, Apt. #4, Boston, MA 02116 Warren C. Smith, Jr. 38 Coolidge Lane, Dedham, MA 02026 Scott M. Sperling 4 Moore Road, Wayland, MA 01778 THL Investment Management Corp. Each of the following officers and directors of the THL Invest ment Management Corp. is a United States citizen and is employed by the Thomas H. Lee Company, 75 State Street, Boston, Massachusetts 02109. Officers: Chief Executive Thomas H. Lee Officer and 1 Old Farm Road, Lincoln, MA 01773 Chairman of the Board President David V. Harkins 8 Corn Point Road, Marblehead, MA 01945 Vice Presidents C. Hunter Boll 45 Fletcher Street, Winchester, MA 01890 Anthony J. DiNovi 167 Commonwealth Avenue, #9, Boston, MA 02116 Thomas M. Hagerty 256 Beacon Street, Apt. #4, Boston, MA 02116 Joseph J. Incandela 139 Abbott Road, Wellesley Hills, MA 02181 Wendy L. Masler 11 Waverly Street, #3, Brookline, MA 02115 Scott A. Schoen 65 Laurel Road, Weston, MA 02193 Thomas R. Shepherd 172 Harvard Road, Stow, MA 01755 Warren C. Smith, Jr. 38 Coolidge Lane, Dedham, MA 02026 Scott M. Sperling 4 Moore Road, Wayland, MA 01778 Seth W. Lawry 330 Dartmouth Street, Apt. #7S, Boston, MA 02116 Kent R. Weldon 134 West Newton Street, Boston, MA 02118 Treasurer Wendy L. Masler 11 Waverly Street, #3, Brookline, MA 02115 Asst. Treasurer Andrew D. Flaster 69 Wilshire Park, Needham, MA 02192 Clerk Wendy L. Masler 11 Waverly Street, #3, Brookline, MA 02115 Asst. Clerks Jeffrey S. Wieand 1695 Lowell Road, Concord, MA 01742 Charles W. Robins 50 Lehigh Road, Wellesley, MA 02181 James Westra 5 Stage Hill Road, Wenham, MA 01984 Director: Thomas H. Lee 1 Old Farm Road, Lincoln, MA 01773 SCHEDULE II-B Bain Capital Investors V, Inc. and Brookside Capital Investors, Inc. Each of the following officers and managing directors of Bain Capital Investors V, Inc. and Brookside Capital Investors, Inc., is a United States citizen and is employed by Bain Capital, Inc., Two Copley Place, Boston, Massachusetts 02116. Officers: President and CEO W. Mitt Romney Treasurer Joshua Bekenstein Secretary Stephen D. Pagliuca Managing Directors: W. Mitt Ronney Joshua Bekenstein Stephen D. Pagliuca Edward Conard David Dominik Paul B. Edgerley Robert C. Gay Adam Kirsch Ronald P. Mika Mark E. Nunnelly Geoffrey S. Rehnert Robert F. White Marc C. Wolpow BCIP Associates, L.P. and BCIP Trust Associates, L.P. Each of the following general partners of BCIP Associates, L.P. and BCIP Trust Associates, L.P. is a United States citizen and is employed by Bain Capital, Inc., Two Copley Place, Boston, Massachusetts 02116: Prescott Ashe, Charles A. Ballard, Andrew Balson, Steven Barnes, Joshua Bekenstein, Carson Biederman, Roy Edgar Brakeman, III, Sherwin Chen, Edward Conard, John P. Connaughton, Todd Cook, Christine P. Daly, David Dominik, Paul B. Edgerley, Domenic Ferrante, E. Blair Ford, Jacques Garibaldi, Robert C. Gay, Nathan Gilliland, Jonathan Goodman, Marshall Haines, Igor Ioppe, Yoo Jin Kim, Adam Kirsch, Michael Krupka, Jonathan Lavine, Matthew Levin, Susan Lock, Ian Loring, Phil Loughlin, John W. Maki, Michele D. May, Sarma Melngailis, Ronald P. Mika, Jacob Mizrahi, Thomas W. Morgan, Kristin W. Mugford, Brian Murphy, Mark Nunnelly, Jack O'Malley, Stephen G. Pagliuca, William Pappendick, Dwight Poler, Joseph Pretlow, Geoffrey S. Rehnert, Ian Reynolds, Tchad Clark Robinson, W. Mitt Romney, Douglas J. Rudisch, Ashish Rughwani, Neil Simpkins, Paul Spinale, Ann Marie Viglione, Robert F. White, Marc B. Wolpow, Eric Baker, Ted Berk, Chris Gordon, Jordan Hitch, Benjamin Hochberg, Neil Houghton, Ryan Kim, Todd Miranowski, Andrew Raab, Eric Ragatz, Laura Shen, Daniel Shih, Joahn Touissant and Steven Zide. Schedule II-C Centre Partners Management LLC and Centre Partners II LLC Each of the following officers of Centre Partners Management LLC and Centre Partners II LLC is a United States citizen and is employed by Centre Partners Management LLC, 30 Rockefeller Plaza, Suite 5050, New York, New York 10020. Officers: Managing Directors Lester Pollack Jonathan H. Kagan Bruce G. Pollack David B. Golub EX-99 2 EXHIBIT A - JOINT FILING AGREEMENT EXHIBIT A Joint Filing Agreement In accordance with Rule 13d-1(f) of the Securities Exchange Act of 1934, as amended, each of the parties hereto agrees with the other parties that the statement of Schedule 13D pertaining to certain securities of The Learning Company, Inc. to which this agreement is an exhibit is filed by and on behalf of each such party and that any amendment thereto will be filed on behalf of each such party. SIGNATURES FOR LEE REPORTING PERSONS THOMAS H. LEE EQUITY FUND III, L.P. By: THL Equity Advisors III Limited Partnership, its General Partner By: THL Equity Trust III, its General Partner Date: December 12, 1997 By:/s/ Anthony J. DiNovi ----------------------------- Name: Anthony J. DiNovi Title: Vice President THOMAS H. LEE FOREIGN FUND III, L.P. By: THL Equity Advisors III Limited Partnership, its General Partner By: THL Equity Trust III, its General Partner Date: December 12, 1997 By:/s/ Anthony J. DiNovi ------------------------------ Name: Anthony J. DiNovi Title: Vice President THL EQUITY ADVISORS III LIMITED PARTNERSHIP By: THL Equity Trust III, its General Partner Date: December 12, 1997 By:/s/ Anthony J. DiNovi ------------------------------ Name: Anthony J. DiNovi Title: Vice President THL EQUITY TRUST III Date: December 12, 1997 By:/s/ Anthony J. DiNovi ------------------------------- Name: Anthony J. DiNovi Title: Vice President THL-CCI LIMITED PARTNERSHIP By: THL Investment Management Corp., its General Partner Date: December 12, 1997 By:/s/ Wendy Masler ------------------------------ Name: Wendy Masler Title: Vice President THL INVESTMENT MANAGEMENT CORP. Date: December 12, 1997 By:/s/ Wendy Masler ----------------------------- Name: Wendy Masler Title: Vice President Date: December 12, 1997 /s/ David V. Harkins -------------------------------- David V. Harkins THE 1995 HARKINS GIFT TRUST Date: December 12, 1997 By:/s/ Sheryll Harkins ------------------- Name: Sheryll Harkins Title: Trustee MEETINGHOUSE FOUNDATION, INC. By: PNC Bank, New England, as Trustee Date: December 12, 1997 By: /s/ Peter K. Van Winkle ____________________________________ Name: Peter K. Van Winkle Title: Chief Inv. Officer and SVP Date: December 12, 1997 /s/ Scott A. Schoen ----------------------------------- Scott A. Schoen Date: December 12, 1997 /s/ C. Hunter Boll ----------------------------------- C. Hunter Boll Date: December 12, 1997 /s/ Scott M. Sperling ----------------------------------- Scott M. Sperling Date: December 12, 1997 /s/ Anthony J. DiNovi ---------------------------------- Anthony J. DiNovi Date: December 12, 1997 /s/ Thomas M. Hagerty ---------------------------------- Thomas M. Hagerty Date: December 12, 1997 /s/ Warren C. Smith, Jr. ---------------------------------- Warren C. Smith, Jr. Date: December 12, 1997 /s/ Seth W. Lawry ---------------------------------- Seth W. Lawry Date: December 12, 1997 /s/ Joseph J. Incandela -------------------------------- Joseph J. Incandela Date: December 12, 1997 /s/ Kent R. Weldon --------------------------------- Kent R. Weldon Date: December 12, 1997 /s/ Terrence M. Mullen --------------------------------- Terrence M. Mullen Date: December 12, 1997 /s/ Todd M. Abbrecht -------------------------------- Todd M. Abbrecht Date: December 12, 1997 /s/ Wendy L. Masler -------------------------------- Wendy L. Masler Date: December 12, 1997 /s/ Andrew D. Flaster -------------------------------- Andrew D. Flaster RESOURCES TRUST CO. FBO ANDREW D. FLASTER Date: December 12, 1997 By: /s/ Andrew D. Flaster _____________________________________ Name: Andrew D. Flaster Title: FIRST TRUST CO. FBO KRISTINA A. WATTS Date: December 12, 1997 By: /s/ Patricia Kenny __________________________________ Name: Patricia Kenny Title: SR. Investment Admin. Analyst Date: December 12, 1997 /s/ Andrew T. Mulderry ------------------------------------- Andrew T. Mulderry Date: December 12, 1997 /s/ George R. Taylor ------------------------------------- George R. Taylor Date: December 12, 1997 /s/ Charles W. Robins ------------------------------------- Charles W. Robins Date: December 12, 1997 /s/ James Westra ------------------------------------- James Westra Date: December 12, 1997 /s/ Charles A. Brizius ------------------------------------- Charles A. Brizius Date: December 12, 1997 /s/ Jeffrey B. Kovach ------------------------------------- Jeffrey B. Kovach Date: December 12, 1997 /s/ Anjan Mukherjee ------------------------------------- Anjan Mukherjee Date: December 12, 1997 /s/ Charles S. Woo ------------------------------------- Charles S. Woo SIGNATURES FOR BAIN REPORTING PERSONS BAIN CAPITAL FUND V, L.P. By: Bain Capital Partners V, L.P., as General Partner By: Bain Capital Investors V, Inc., as General Partner Date: December 12, 1997 By:/s/ Mark E. Nunnelly ----------------------------------- Name: Mark E. Nunnelly Title: Managing Director BAIN CAPITAL FUND V-B, L.P. By: Bain Capital Partners V, L.P., as General Partner By: Bain Capital Investors V, Inc., as General Partner Date: December 12, 1997 By:/s/ Mark E. Nunnelly ----------------------------------- Name: Mark E. Nunnelly Title: Managing Director BAIN CAPITAL PARTNERS V, L.P. By: Bain Capital Investors V, Inc., as General Partner Date: December 12, 1997 By:/s/ Mark E. Nunnelly ------------------------------------ Name: Mark E. Nunnelly Title: Managing Director BAIN CAPITAL INVESTORS V, INC. Date: December 12, 1997 By:/s/ Mark E. Nunnelly ------------------------------------ Name: Mark E. Nunnelly Title: Managing Director BCIP ASSOCIATES, L.P. Date: December 12, 1997 By:/s/ Mark E. Nunnelly ------------------------------------ Name: Mark E. Nunnelly Title: Managing Director BCIP TRUST ASSOCIATES, L.P. Date: December 12, 1997 By:/s/ Mark E. Nunnelly ------------------------------------ Name: Mark E. Nunnelly Title: Managing Director Date: December 12, 1997 /s/ W. Mitt Romney --------------------------------------- W. Mitt Romney Date: December 12, 1997 /s/ Joshua Bekenstein --------------------------------------- Joshua Bekenstein BROOKSIDE CAPITAL PARTNERS FUND, L.P. By: Brookside Capital Partners, L.P., as General Partner By: Brookside Capital Investors, Inc., as General Partner Date: December 12, 1997 By:/s/ Mark E. Nunnelly ------------------------------------ Name: Mark E. Nunnelly Title: Managing Director BROOKSIDE CAPITAL PARTNERS, L.P. By: Brookside Capital Investors, Inc., as General Partner Date: December 12, 1997 By:/s/ Mark E. Nunnelly ------------------------------------ Name: Mark E. Nunnelly Title: Managing Director BROOKSIDE CAPITAL INVESTORS, INC. Date: December 12, 1997 By:/s/ Mark E. Nunnelly ------------------------------------ Name: Mark E. Nunnelly Title: Managing Director SIGNATURES FOR CENTRE REPORTING PERSONS CENTRE CAPITAL INVESTORS II, L.P. CENTRE CAPITAL TAX-EXEMPT INVESTORS II, L.P. CENTRE CAPITAL OFFSHORE INVESTORS II, L.P. By: Centre Partners II, L.P., as General Partner By: Centre Partners Management LLC, as Attorney-in-fact Date: December 12, 1997 By:/s/ Jonathan H. Kagan ------------------------------------- Name: Jonathan H. Kagan Title: Managing Director STATE BOARD OF ADMINISTRATION OF FLORIDA By: Centre Parallel Management Partners, L.P., as Manager By: Centre Partners Management LLC, as Attorney-in-fact Date: December 12, 1997 By:/s/ Jonathan H. Kagan ------------------------------------- Name: Jonathan H. Kagan Title: Managing Director CENTRE PARALLEL MANAGEMENT PARTNERS, L.P. CENTRE PARTNERS COINVESTMENT, L.P. By: Centre Partners II LLC, as General Partner Date: December 12, 1997 By:/s/ Jonathan H. Kagan ------------------------------------- Name: Jonathan H. Kagan Title: Managing Director CENTRE PARTNERS II, L.P. By: Centre Partners Management LLC, as Attorney-in-fact Date: December 12, 1997 By:/s/ Jonathan H. Kagan ------------------------------------- Name: Jonathan H. Kagan Title: Managing Director CENTRE PARTNERS II LLC Date: December 12, 1997 By:/s/ Jonathan H. Kagan ------------------------------------- Name: Jonathan H. Kagan Title: Managing Director CENTRE PARTNERS MANAGEMENT LLC Date: December 12, 1997 By:/s/ Jonathan H. Kagan ------------------------------------- Name: Jonathan H. Kagan Title: Managing Director EX-99 3 EXHIBIT B-1 - SECURITIES PURCHASE AGREEMENT Exhibit B-1 SECURITIES PURCHASE AGREEMENT Between THE PURCHASERS NAMED HEREIN and THE LEARNING COMPANY, INC., as Issuer Dated as of August 26, 1997 Series A Convertible Participating Preferred Stock TABLE OF CONTENTS Page ARTICLE I AUTHORIZATION AND SALE OF SHARES.............................. 1 Section 1.1 Authorization. ............................. 1 Section 1.2 Issuance and Sale of Shares. ............... 2 ARTICLE II CLOSING....................................................... 2 Section 2.1 Closing Date. .............................. 2 Section 2.2 Further Assurances. ........................ 3 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY................. 3 Section 3.1 SEC Reports. ............................... 3 Section 3.2 Accountants. ............................... 4 Section 3.3 Financial Statements. ...................... 4 Section 3.4 Absence of Certain Changes. ................ 4 Section 3.5 Authority. ................................. 5 Section 3.6 Non-Contravention. ......................... 5 Section 3.7 Capitalization. ............................ 6 Section 3.8 Subsidiaries. .............................. 6 Section 3.9 Actions. ................................... 7 Section 3.10 Investment Company Act. .................... 7 Section 3.11 Reporting. ................................. 7 Section 3.12 Registration and Qualification. ............ 7 Section 3.13 No Liabilities. ............................ 7 Section 3.14 No Defaults. ............................... 8 Section 3.15 Violations of Law. ......................... 8 Section 3.16 Enforceability of Agreement. ............... 8 Section 3.17 The Capital Stock. ......................... 8 Section 3.18 Properties. ................................ 9 Section 3.19 Intellectual Property. ..................... 10 Section 3.20 Taxes. ..................................... 10 Section 3.21 Insurance. ................................. 10 Section 3.22 Certain Payments. .......................... 10 Section 3.23 Delaware General Corporation Law Section 203. 10 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS.............. 11 Section 4.1 Investment. ................................ 11 Section 4.2 Rule 144. .................................. 11 Section 4.3 Organization of Purchaser. ................. 11 Section 4.4 Authority of Purchaser. .................... 12 Section 4.5 Non-Contravention. ......................... 12 Section 4.6 Title to the Notes. ........................ 12 ARTICLE V CONDITIONS TO THE OBLIGATIONS OF THE PARTIES.................. 13 Section 5.1 General Conditions to Obligations of the Purchasers. ............................ 13 Section 5.2 Registration Rights Agreement. ............. 13 Section 5.3 Officers' Certificates. .................... 13 Section 5.4 Opinions. .................................. 13 Section 5.5 Certificate of Designation. ................ 14 Section 5.6 Material Adverse Effect. ................... 14 Section 5.7 [Intentionally Left Blank]. ................ 14 Section 5.8 General Conditions to the Obligations of the Company. ............................ 14 Section 5.9 No Injunction. ............................. 14 Section 5.10 HSR Waiting Period. ........................ 15 Section 5.11 Shareholder Approval. ...................... 15 Section 5.12 Receipt of Consents. ....................... 15 ARTICLE VI COVENANTS OF THE COMPANY...................................... 15 Section 6.1 Reporting. ................................. 15 Section 6.2 Payment of Expenses. ....................... 15 Section 6.3 Inspection. ................................ 16 Section 6.4 Availability of Common Stock. .............. 16 Section 6.5 Transaction Fee. ........................... 16 Section 6.6 Fleet Bank Consent. ........................ 16 Section 6.7 Proxy Statements; Stockholder Approvals. ................................. 16 Section 6.8 Election to Board of Directors of the Company. ................................... 17 Section 6.9 No General Solicitation. ................... 19 ARTICLE VII COVENANTS OF THE PURCHASERS.................................. 19 Section 7.1 Certain Restrictions. ...................... 19 ARTICLE VIII RESTRICTIONS ON TRANSFERABILITY OF SECURITIES................. 21 Section 8.1 Restrictive Legend. ........................ 21 Section 8.2 Notice of Proposed Transfers. .............. 22 ARTICLE IX TERMINATION................................................... 23 ARTICLE X INDEMNIFICATION................................................23 Section 10.1 Indemnification. ........................... 23 Section 10.2 Terms of Indemnification. .................. 24 ARTICLE XI MISCELLANEOUS................................................. 25 Section 11.1 Governing Law. ............................. 25 Section 11.2 Survival. .................................. 25 Section 11.3 Successors and Assigns. .................... 25 Section 11.4 Entire Agreement; Amendment. ............... 26 Section 11.5 Notices, Etc. .............................. 26 Section 11.6 Delays or Omissions. ....................... 26 Section 11.7 Counterparts. .............................. 27 Section 11.8 Severability. .............................. 27 Section 11.9 Titles and Subtitles. ...................... 27 Section 11.10 No Public Announcement. .................... 27 Section 11.11 Reasonable Efforts. ........................ 27 Section 11.12 Distributions and Adjustments. ............. 27 Exhibits Exhibit A - Certificate of Designation Exhibit B - Registration Rights Agreement Exhibit C - Opinion of Counsel for the Company Exhibit D - Opinion of Hale and Dorr LLP SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this "Agreement") is made as of August 26, 1997 between The Learning Company, Inc., a Delaware corporation (the "Company"), and each of the Purchasers listed on the signature pages hereto (individually, a "Purchaser" and collectively, the "Purchasers"). The Company is simultaneously entering into securities purchase agreements (the "Other Purchase Agreements" and, together with this Agreement, the "Purchase Agreements") with affiliates of Bain Capital, Inc. and Centre Partners Management LLC (together, the "Other Purchasers") dated the date hereof. The Purchase Agreements provide, subject to the terms and conditions thereof, for the purchase by the Purchasers and the Other Purchasers of an aggregate of 750,000 shares of Series A Convertible Participating Preferred Stock, par value $.01 per share, of the Company having the terms set forth in the Certificate of Designation (the "Certificate of Designation") attached hereto as Exhibit A (the "Preferred Stock") in exchange for the surrender of the Company's 5 1/2% Senior Convertible/Exchangeable Notes due 2000 (the "Notes") in an aggregate principal amount of $150,000,000 then to be held by the Purchasers and the Other Purchasers. In consideration of the mutual covenants, agreements, representations and warranties herein set forth, it is hereby agreed between the Company and the Purchasers as follows: ARTICLE I AUTHORIZATION AND SALE OF SHARES SECTION 1.1 AUTHORIZATION. Subject to the obtaining of any requisite stockholder approval referred to in Section 5.11, the Company has heretofore authorized the issuance and sale to the Purchasers pursuant to this Agreement of an aggregate of 457,317 shares of the Preferred Stock (the "Shares") and to the Other Purchasers pursuant to the Other Purchase Agreements of an aggregate of 292,683 shares of Preferred Stock (the "Other Shares"). SECTION 1.2 ISSUANCE AND SALE OF SHARES. Upon the terms and subject to the conditions set forth herein, on the Closing Date (as defined below), (a) the Company will issue and sell to the Purchasers and, in reliance on the representations and warranties of the Company contained herein, the Purchasers will purchase from the Company the Shares in exchange for Notes in an aggregate principal amount of $91,463,400 then to be held by the Purchasers delivered free and clear of all liens, encumbrances, equities or claims and (b) the Company will make a cash payment to the Purchasers by wire transfer of immediately available funds in an amount equal to the interest accrued on the Notes sold to the Company by the Purchasers from the last interest payment date on the Notes up to and including the Closing Date (as defined below). ARTICLE II CLOSING SECTION 2.1 CLOSING DATE. The closing (the "Closing") of the purchase and sale of the Shares contemplated hereby shall take place on such date and at such time as agreed to by the Company and the Purchasers but in no event later than three business days following the date upon which all of the conditions set forth in Article V and all the conditions to closing in the Note Purchase Agreement (as defined below) are satisfied or waived (the date of the Closing is hereinafter referred to as the "Closing Date"). The Closing shall be held at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, One Beacon Street, Boston, Massachusetts, or at such other place as agreed to by the Company and the Purchasers. The Closing shall occur simultaneously with the closing of the transactions contemplated by the Other Purchase Agreements and the Securities Purchase Agreement among Tribune Company, the Purchasers and the Other Purchasers dated the date hereof (the "Note Purchase Agreement") and the closing of each shall be conditioned on the closing of the others. Delivery of the Shares to be purchased by the Purchasers pursuant to this Agreement shall be made at the Closing by the Company delivering to each Purchaser, against payment of the purchase price therefor, one certificate representing the appropriate number of Shares (registered in the name of such Purchaser or such other person which shall be an affiliate of such Purchaser or a nominee of such Purchaser or such affiliate as such Purchaser may have designated in writing to the Company at least one business day prior to the Closing Day), unless at least two business days prior to the Closing Date such Purchaser shall have requested that the Company deliver more than one certificate representing the Shares, in which event the Company will deliver to each Purchaser the number of certificates so requested, registered in such name or names specified in such request (subject to the foregoing limitation). Payment of the purchase price for the Shares to be purchased hereunder shall be made by the Purchaser by delivery of Notes in the aggregate principal amount of $91,463,400 to the Company duly endorsed for transfer to the Company with all signatures guaranteed by stock powers or other evidence of transfer reasonably acceptable to the Company. SECTION 2.2 FURTHER ASSURANCES. From time to time following the Closing, upon the request of any Purchaser, the Company shall execute and deliver, or cause to be executed and delivered, to such Purchaser such other instruments and take such other action as may be reasonably necessary to more effectively vest in such Purchaser and put the Purchaser in possession of the shares of common stock par value $.01 per share, of the Company (the "Common Stock") issuable upon conversion of the Shares. The Company shall cooperate with the Purchasers in obtaining as soon as practicable all necessary governmental consents and approvals, including approvals under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"). ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY As an inducement to the Purchasers to enter into this Agreement and to consummate the transactions contemplated hereby, the Company represents and warrants to each of the Purchasers as follows: SECTION 3.1 SEC REPORTS. The Company has filed all documents required to be filed since January 1, 1995 with the Securities and Exchange Commission (the "Commission") (the "SEC Reports"). As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (including the rules and regulations promulgated thereunder, the "Securities Act"), and the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the "Exchange Act"), as the case may be, and none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein, in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading. SECTION 3.2 ACCOUNTANTS. Coopers & Lybrand L.L.P., Arthur Andersen LLP, KPMG Peat Marwick LLP, Price Waterhouse LLP and Deloitte & Touche LLP, who have expressed their respective opinions with respect to the financial statements and schedules included in the SEC Reports, are independent accountants as required by the Securities Act. SECTION 3.3 FINANCIAL STATEMENTS. (a) The annual audited financial statements of the Company included in the relevant Report on Form 10-K for the period ended January 4, 1997 (the "10-K") present fairly in all material respects the financial position of the Company, as of the respective date of such financial statements, and the results of operations and changes in cash flows of the Company for the respective periods covered thereby. Such statements and related notes have been prepared in accordance with generally accepted accounting principles applied on a consistent basis, in each case, as certified by one or more of the independent accountants named in Section 3.2. (b) The unaudited interim financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the period ended July 5, 1997 (the "Second Quarter 10-Q") present fairly in all material respects the financial position of the Company, as of the respective dates of such financial statements, and the results of operations and changes in cash flows of the Company for the respective periods covered thereby. Such statements and related notes have been prepared in accordance with generally accepted accounting principles applied on a consistent basis except for normal year-end adjustments and the omission of certain footnote disclosure. SECTION 3.4 ABSENCE OF CERTAIN CHANGES. Except as disclosed in Section 3.4 of a letter dated the date hereof from and previously delivered by the Company to the Purchasers (the "Disclosure Letter"), (a) since the date of the latest balance sheet presented in the Second Quarter 10-Q there has been no material adverse change in the business, properties, prospects, operations, condition (financial or other) or results of operations of the Company and its Subsidiaries (as defined herein) taken as a whole, whether or not arising from transactions in the ordinary course of business, provided that a decline in the trading price of the Common Stock shall not be deemed to be such a material adverse change if such decline is not attributable to a material adverse change in the business, properties, operations, prospects, condition (financial or other) or results of operations of the Company and its Subsidiaries taken as a whole, (b) since the date of the latest balance sheet presented in the Second Quarter 10-Q, neither the Company nor any of its Subsidiaries has incurred or undertaken any liabilities or obligations, direct or contingent, except for (i) liabilities or obligations which are reflected in the Second Quarter 10-Q and (ii) the transactions contemplated by this Agreement and the Other Purchase Agreements, (iii) contractual liabilities incurred in the ordinary course of business, (iv) other liabilities that would not have a material adverse effect on the business, properties, prospects, operations, condition (financial or other) or results of operations of the Company and its subsidiaries taken as a whole and (v) liabilities incurred in connection with any acquisition of another business entity made by the Company after the date hereof. SECTION 3.5 AUTHORITY. The Company has all necessary corporate power and corporate authority to enter into this Agreement, the Other Purchase Agreements and the other agreements, documents and instruments to be executed by the Company in furtherance of the transactions contemplated hereby and thereby, including without limitation, the Registration Rights Agreement between the Company and the Purchasers, a form of which is attached hereto as Exhibit B (the "Registration Rights Agreement") (collectively, the "Transaction Documents"), and to consummate the transactions contemplated hereby and thereby. SECTION 3.6 NON-CONTRAVENTION. The execution, delivery, and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated thereby by the Company do not and will not (a) result in a breach of any of the terms and provisions of, or constitute a default (or an event which with notice or lapse of time, or both, would constitute a default) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its Subsidiaries (as defined below) pursuant to any agreement, instrument, franchise, license or permit to which the Company or any of its Subsidiaries is a party or by which any of such corporations or their respective properties or assets may be bound or (b) violate any judgment, decree, order, statute, rule or regulation of any court or any public, governmental or regulatory agency or body applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than such breaches, defaults or violations that are not reasonably expected to impair the ability of the Company to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated thereby do not and will not violate or conflict with any provision of the certificate of incorporation or by-laws of the Company or any of its Subsidiaries, as currently in effect. Except as set forth in Section 3.6 of the Disclosure Letter, no consent, approval, authorization, order, registration, filing, qualification, license or permit of or with any court or any government agency or body applicable to the Company or any of its Subsidiaries or any of their respective properties or assets is required for the execution, delivery and performance of the Transaction Documents or the consummation of the transactions contemplated thereby, including the issuance, sale and delivery of the Shares to be issued, sold and delivered by the Company hereunder. SECTION 3.7 CAPITALIZATION. The Company had, as of July 5, 1997, an authorized and outstanding capitalization as set forth in the Second Quarter 10-Q. SECTION 3.8 SUBSIDIARIES. Except for the subsidiaries listed in Section 3.8 of the Disclosure Letter, the Company does not own or control, directly or indirectly, any "significant subsidiary" within the meaning of Regulation S-X of the Commission. The subsidiaries listed in Section 3.8 of the Disclosure Letter are hereinafter referred to as the "Subsidiaries." Each of the Company and its Subsidiaries has been duly organized and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation. Each of the Company and its Subsidiaries is duly qualified to do business and in good standing as a foreign corporation in each jurisdiction in which the character or location of its properties (owned, lease or licensed) or the nature or conduct of its business makes such qualification necessary, except for those failures to be so qualified or in good standing which will not in the aggregate have a material adverse effect on the Company and its Subsidiaries taken as a whole. The Company owns all of the outstanding capital stock of each of its Subsidiaries, other than the non-voting exchangeable shares of SoftKey Software Products Inc. and qualifying shares of certain Subsidiaries organized outside the United States, free and clear of all claims, liens, charges and encumbrances other than as disclosed in Section 3.8 of the Disclosure Letter. Each of the Company and its Subsidiaries has all requisite power and authority, and all necessary consents, approvals, authorizations, orders, registrations, qualifications, licenses and permits of and from all public, regulatory or governmental agencies and bodies, to own, lease and operate its properties and conduct its business as now being conducted, except where the failure to possess such requisite power and authority would not have a material adverse effect on the business, properties, prospects, operations, condition (financial or other) or results of operations of the Company and its Subsidiaries taken as a whole. SECTION 3.9 ACTIONS. Except as described in Section 3.9 of the Disclosure Letter, there is no litigation or governmental proceeding to which the Company or any of its Subsidiaries is a party or to which any property of the Company or any of its Subsidiaries is subject or which is pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries which could reasonably be expected to have a material adverse effect on the business, properties, prospects, operations, condition (financial or other) or results of operations of the Company and its Subsidiaries taken as a whole. SECTION 3.10 INVESTMENT COMPANY ACT. Neither the Company nor any of its Subsidiaries is (i) an "investment company" or a company "controlled" by an investment company within the meaning of the Investment Company Act of 1940, as amended, (ii) a "holding company" or a "subsidiary company" of a holding company or an "affiliate" thereof within the meaning of the Public Utility Holding Company Act of 1935, as amended, or (iii) subject to regulation under the Federal Power Act, the Interstate Commerce Act or any federal or state statute or regulation limiting its ability to consummate the transactions contemplated hereby. SECTION 3.11 REPORTING. The Company is subject to Section 13 of the Exchange Act and is in compliance in all material respects with the provisions of such section. SECTION 3.12 REGISTRATION AND QUALIFICATION. Assuming the accuracy of the representations and warranties made by each of the Purchasers and set forth in Article IV hereof, it is not necessary in connection with the offer, sale and delivery of the Shares to the Purchasers in the manner contemplated by this Agreement to register the Shares or the shares of Common Stock issuable upon conversion of the Shares, under the Securities Act. SECTION 3.13 NO LIABILITIES. Neither the Company nor its Subsidiaries has any liabilities or obligations (direct or indirect, contingent or absolute, known or unknown, matured or unmatured) of any nature whatsoever, whether arising out of contract, tort, statute or otherwise ("Liabilities"), except (i) as reflected or reserved against in the latest balance sheet of the Company presented in the Second Quarter 10-Q and not heretofore discharged, (ii) as set forth in Section 3.13 of the Disclosure Letter, (iii) liabilities incurred in the ordinary course of business since the date of the latest balance sheet presented in the Second Quarter 10-Q, (iv) contractual liabilities incurred in the ordinary course of business, (v) liabilities incurred in connection with any acquisition of another business entity made by the Company after the date hereof or (vi) other liabilities that would not have a material adverse effect on the business, properties, prospects, operations, condition (financial or other) or results of operations of the Company and its subsidiaries taken as a whole. SECTION 3.14 NO DEFAULTS. Except as disclosed in Section 3.14 of the Disclosure Letter, neither the Company nor any of its Subsidiaries is in violation or default under any provision of its certificate of incorporation, by-laws or other organization documents, or is in breach of or default with respect to any provision of any agreement, judgment, decree, order, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which it is a party or by which it or any of its properties are bound; and there does not exist an event of default on the part of the Company or any such Subsidiary as defined in such documents which, with notice or lapse of time or both, would constitute a default, which such violation or default, in either such case, would not have a material adverse effect on the business, properties, prospects, operations, condition (financial or other) or results of operations of the Company and its subsidiaries taken as a whole. SECTION 3.15 VIOLATIONS OF LAW. The Company and its Subsidiaries are in compliance, and have complied at all times during the past three years, and all transactions pursuant to the Transaction Documents shall comply with all applicable federal, state and local statutes, codes, ordinances, rules and regulations of the United States and all other countries and subdivisions thereof (the "Laws") to the extent applicable, other than violations which would not have a material adverse effect on the business, properties, operations, condition (financial or other) or results of operations of the Company and its Subsidiaries taken as a whole. Neither the Company nor any of its Subsidiaries has received notice within the past three years of any violations of any Laws, which violations would be material to the Company and its subsidiaries taken as a whole. SECTION 3.16 ENFORCEABILITY OF AGREEMENT. This Agreement has been, and the other agreements to be executed and delivered by the Company pursuant hereto have been or will be, duly and validly authorized, executed and delivered by the Company and this Agreement is, and such other agreements when so executed and delivered will be, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms. SECTION 3.17 THE CAPITAL STOCK. (a) All of the outstanding shares of Common Stock are duly and validly authorized and issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and were not issued and are not now in violation of or subject to any preemptive rights. All issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable. Except as disclosed in Section 3.17 of the Disclosure Letter as of the date hereof, neither the Company nor any Subsidiary has outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations. There are currently no shares of the Company's preferred stock outstanding. (b) (i) The Shares have been duly and validly authorized by the Company and the Shares, when issued, sold and delivered in accordance with this Agreement, will be duly and validly issued, fully paid and nonassessable. The shares of Common Stock issuable upon conversion of the Shares have been duly and validly authorized by the Company and, when issued in accordance with the terms of the Shares, will be duly and validly issued, fully paid and nonassessable. The shares of Common Stock issuable on conversion of the Shares at the initial conversion price have been reserved for issuance, and no further approval or authority of the stockholders or the Board of Directors of the Company (the "Board of Directors") under the Delaware General Corporation Law will be required for such issuance of Common Stock following the Closing. No preemptive rights or other rights to subscribe for or purchase securities exist with respect to the issuance and sale of the Shares by the Company pursuant to this Agreement or the issuance of Common Stock on conversion of the Shares. (ii) Except as set forth in Section 3.17 of the Disclosure Letter, no security holder of the Company has any right which has not been satisfied or waived to require the Company to register the sale of any securities owned by such security holder under the Securities Act. SECTION 3.18 PROPERTIES. The Company or the applicable Subsidiary holds its leased properties under valid and binding leases, with such exceptions as are not materially significant in relation to the business of the Company. Except as disclosed in Section 3.18 of the Disclosure Letter, the Company owns or leases all such properties as are necessary to its operations as now conducted. SECTION 3.19 INTELLECTUAL PROPERTY. Except as disclosed in Section 3.19 of the Disclosure Letter, the Company and its Subsidiaries have sufficient trademarks, trade names, patent rights, copyrights, licenses, approvals and governmental authorizations to conduct their businesses substantially as now conducted; and the Company has no knowledge of any infringement by it or its Subsidiaries of any trademark, trade name, patent, copyright, licenses, trade secret or other similar rights of others, and there is no claim being made against the Company or its Subsidiaries regarding trademark, trade name, patent, copyright, license, trade secret or other infringement, in any such case which could reasonably be expected to have a material adverse effect on the business, properties, prospects, operations, condition (financial or otherwise) or results of operations of the Company and it or its Subsidiaries taken as a whole. SECTION 3.20 TAXES. The Company and its Subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns and have paid all taxes shown as due thereon; and the Company has no knowledge of any tax deficiency which has been asserted or threatened against the Company or its Subsidiaries which could have a material adverse effect on the business, properties, prospects, operations, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries taken as a whole. SECTION 3.21 INSURANCE. The Company and its Subsidiaries maintain insurance of the types and in the amounts generally deemed adequate for its business and that of its Subsidiaries against theft, damage, destruction, acts of vandalism and all other risks customarily insured against, all of which insurance is in full force and effect. SECTION 3.22 CERTAIN PAYMENTS. To the knowledge of the Company, neither the Company nor any of its Subsidiaries has at any time (i) made any unlawful contribution to any candidate for foreign office, or failed to disclose fully any contribution in violation of law or (ii) made any payment to any federal or state governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or permitted by the laws of the United States or any jurisdiction thereof. SECTION 3.23 DELAWARE GENERAL CORPORATION LAW SECTION 203. Section 203 of the Delaware General Corporation Law will not, prior to the termination of this Agreement and the Other Purchase Agreements, apply to such Agreements or the transactions contemplated hereby and thereby. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS As an inducement to the Company to enter into this Agreement and to consummate the transactions contemplated hereby, each of the Purchasers hereby represents and warrants to the Company as follows: SECTION 4.1 INVESTMENT. Purchaser is acquiring the Shares and the shares of Common Stock issuable upon conversion of the Shares for investment for its own account, and not with a view to any distribution thereof. Purchaser understands that the Shares and the shares of Common Stock issuable upon conversion of the Shares have not been registered under the Securities Act by reason of specific exemptions therefrom which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of Purchaser's representations as expressed herein. Purchaser's financial condition and investments are such that it is in a position to hold the Shares and the shares of Common Stock issuable upon conversion of the Shares for an indefinite period, bear the economic risks of the investment and to withstand the complete loss of the investment. Purchaser has extensive knowledge and experience in financial and business matters and has the capability to evaluate the merits and risks of any Shares and the shares of Common Stock issuable upon conversion of the Shares. Purchaser qualifies as an "accredited investor" as such term is defined in Section 2(15) of the Securities Act and Regulation D promulgated thereunder. SECTION 4.2 RULE 144. Purchaser acknowledges that the Shares and the shares of Common Stock issuable upon conversion of the Shares must be held indefinitely unless subsequently registered under the Securities Act or any applicable state securities laws or unless exemptions from such registrations are available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of securities purchased in a private placement subject to the satisfaction of certain conditions. SECTION 4.3 ORGANIZATION OF PURCHASER. Purchaser is duly organized and validly existing under the laws of the jurisdiction of its organization. SECTION 4.4 AUTHORITY OF PURCHASER. Purchaser has the power and authority (corporate or similar) to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to comply with the terms, conditions and provisions hereof. The execution, delivery and performance of this Agreement by Purchaser has been duly authorized and approved by Purchaser and does not require any further authorization or consent of Purchaser or its beneficial owners. This Agreement is the legal, valid and binding agreement of Purchaser, enforceable against Purchaser in accordance with its terms. SECTION 4.5 NON-CONTRAVENTION. The execution, delivery and performance of this Agreement by Purchaser and the consummation of any of the transactions contemplated hereby by Purchaser will not (a) conflict with or result in a breach of any of the terms and provisions of, or constitute a default (or an event which with notice or lapse of time, or both, would constitute a default) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of Purchaser pursuant to any agreement, instrument, franchise, license or permit to which Purchaser is a party or by which any of its properties or assets may be bound or (b) violate or conflict with any judgment, decree, order, statute, rule or regulation of any court or any public, governmental or regulatory agency or body applicable to Purchaser or any of its properties or assets, other than such breaches, defaults or violations that are not reasonably expected to impair the ability of Purchaser to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement by Purchaser and the consummation of the transactions contemplated hereby by Purchaser do not and will not violate or conflict with any provision of the organizational documents of Purchaser, as currently in effect. Except for filings under the HSR Act, no consent, approval, authorization, order, registration, filing, qualification, license or permit of or with any court or any government agency or body applicable to Purchaser is required for the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby. SECTION 4.6 TITLE TO THE NOTES. Upon consummation of the transactions contemplated by the Note Purchase Agreement, the Purchasers will have good and valid title to the Notes to be surrendered to the Company hereunder, free and clear of all liens, encumbrances, equities or claims; and, upon delivery of the Notes to the Company, good and valid title to the Notes, free and clear of all liens, encumbrances, equities or claims, will pass to the Company, assuming that the Company is acquiring the Notes in good faith and without notice of any "adverse claims" within the meaning of Article 8 of the Uniform Commercial Code. ARTICLE V CONDITIONS TO THE OBLIGATIONS OF THE PARTIES A. OBLIGATIONS OF THE PURCHASERS SECTION 5.1 GENERAL CONDITIONS TO OBLIGATIONS OF THE PURCHASERS. The obligation of each of the Purchasers to consummate the transactions contemplated herein is subject to the accuracy of the representations and warranties of the Company herein contained, as of the date hereof and as of the Closing Date, and to the performance in all material respects by the Company of its obligations hereunder (including the covenants contained in Article VI of this Agreement). SECTION 5.2 REGISTRATION RIGHTS AGREEMENT. The obligation of each of the Purchasers to consummate the transactions contemplated herein is subject to the Registration Rights Agreement continuing to be in full force and effect. SECTION 5.3 OFFICERS' CERTIFICATES. The obligation of each of the Purchasers to consummate the transactions contemplated herein is subject to each of the Purchasers at the Closing Date receiving a certificate of the Chief Executive Officer and Chief Financial Officer of the Company, dated the Closing Date, to the effect that (i) as of the date hereof and as of the Closing Date, the representations and warranties of the Company set forth in Article III hereof are accurate and (ii) as of the Closing Date, the obligations of the Company to be performed hereunder on or prior to the Closing Date have been duly performed in all material respects. SECTION 5.4 OPINIONS. The obligation of each of the Purchasers to consummate the transactions contemplated herein is subject to each of the Purchasers receiving at the Closing Date the opinion of Neal S. Winneg, General Counsel for the Company, to the effect of the matters set forth in Exhibit C and the opinion of Hale and Dorr LLP, special counsel for the Company, to the effect of the matters set forth in Exhibit D. SECTION 5.5 CERTIFICATE OF DESIGNATION. The obligation of each of the Purchasers to consummate the transactions contemplated herein is subject to the Certificate of Designation attached hereto as Exhibit A being duly adopted by the Company and filed with the Secretary of State of the State of Delaware. SECTION 5.6 MATERIAL ADVERSE EFFECT. The obligation of each of the Purchasers to consummate the transactions contemplated herein is subject to there being since the date of the last balance sheet presented in the Second Quarter 10-Q no fact or condition which would have, or insofar as reasonably can be foreseen could have, a material adverse effect on the business, properties, prospects, operations, condition (financial or other) or results of operations of the Company and its Subsidiaries taken as a whole; provided, that a decline in the trading price of the Common Stock shall not be deemed to be such a material adverse effect if such decline is not attributable to a material adverse change in the business, properties, prospects, operations, condition (financial or other) or results of operations of the Company and its subsidiaries taken as a whole. SECTION 5.7 [Intentionally Left Blank]. B. OBLIGATIONS OF THE COMPANY SECTION 5.8 GENERAL CONDITIONS TO THE OBLIGATIONS OF THE COMPANY. The obligation of the Company to sell the Shares to each of the Purchasers shall be subject to the accuracy of the representations and warranties of each of the Purchasers herein contained except to the extent any inaccuracies do not materially impair the ability of the Purchasers to consummate the transaction contemplated by the Agreement, as of the date hereof and as of the Closing Date, and to the performance in all material respects by each of the Purchasers of its obligations hereunder. C. OBLIGATIONS OF EACH OF THE COMPANY AND THE PURCHASERS SECTION 5.9 NO INJUNCTION. The obligations of each of the Company and the Purchasers to consummate the transactions contemplated herein are subject to the condition that no temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction prohibiting or preventing consummation of the transactions contemplated herein shall be in effect. SECTION 5.10 HSR WAITING PERIOD. The obligations of each of the Company and the Purchasers to consummate the transactions contemplated herein are subject to the condition of the expiration or early termination of the application waiting periods under the HSR. SECTION 5.11 SHAREHOLDER APPROVAL. The obligations of each of the Company and the Purchasers to consummate the transactions contemplated herein are subject to the approval of the issuance of the Shares, the Other Shares and the shares of Common Stock issuable upon conversion of the Shares and the Other Shares by the Company's stockholders in accordance with the requirements of the New York Stock Exchange ("NYSE"). SECTION 5.12 RECEIPT OF CONSENTS. The obligation of each of the Company and the Purchasers to consummate the transactions contemplated by this Agreement are subject to the receipt by the Company of all governmental or third-party consents shown in Section 5.12 of the Disclosure Letter the transactions. ARTICLE VI COVENANTS OF THE COMPANY As an inducement to the Purchasers to enter into this Agreement and to consummate the transactions contemplated hereby, the Company hereby covenants with each of the Purchasers as follows: SECTION 6.1 REPORTING. The Company will, so long as the Shares or the shares of Common Stock issuable upon conversion thereof are outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, file reports and other information with the Commission under Section 13 or 15 (d) of the Exchange Act. SECTION 6.2 PAYMENT OF EXPENSES. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company hereby agrees to pay (i) all costs and expenses incident to the performance of the obligations of the Company hereunder, including those in connection with (a) the issuance, transfer and delivery of the Shares or the shares of Common Stock issuable upon conversion thereof to each of the Purchasers, including any transfer or similar taxes payable therein, (b) the qualification of Shares or the shares of Common Stock issuable upon conversion thereof under state or foreign securities or Blue Sky laws, (c) the cost of printing the Shares or the shares of Common Stock issuable upon conversion thereof and (d) the cost and charges of any transfer agent, registrar, trustee or fiscal paying agent and to promptly pay (ii) all documented out-of-pocket costs and expenses, including attorneys', accountants' and consultants' fees, incurred by each of the Purchasers in connection with the negotiation and consummation of this Agreement, the Note Purchase Agreement, the Registration Rights Agreement and the transactions contemplated thereby up to $800,000 in the aggregate for all Purchasers and Other Purchasers under this Section 6.2 and Section 6.2 of the Other Purchase Agreements. SECTION 6.3 INSPECTION. Prior to and following the Closing, the Company will permit each of the Purchasers and their representatives to visit and inspect any of the Company's properties, to examine its books and records and to make copies and to take extracts therefrom, and to discuss its business affairs and finances with its officers and key employees, all at such reasonable times as the Purchasers may request. SECTION 6.4 AVAILABILITY OF COMMON STOCK. The Company shall at all times reserve and keep available out of its authorized but unissued Common Stock, for the purpose of effecting the conversion of the Shares, the full number of shares of Common Stock then issuable upon the conversion of the Shares. The Company will, from time to time, in accordance with the laws of the State of Delaware, increase the authorized amount of Common Stock if at any time the number of shares of Common Stock remaining unissued and available for issuance shall be insufficient to permit conversion of the Shares. SECTION 6.5 TRANSACTION FEE. Upon the execution of this Agreement, the Company shall pay the Purchasers an aggregate fee equal to $375,000. On the Closing Date, the Company shall pay the Purchasers an additional aggregate fee equal to $750,000. SECTION 6.6 FLEET BANK CONSENT. The Company will use its best efforts to obtain the consent of Fleet Bank of Massachusetts, N.A. referred to in Section 5.12 of the Disclosure Letter, within 10 days after the date hereof. SECTION 6.7 PROXY STATEMENTS; STOCKHOLDER APPROVALS. The Company acting through the Board of Directors, shall, in accordance with applicable law and its Certificate of Incorporation and By-Laws: (a) promptly and duly call, give notice of, convene and hold as soon as practicable following the clearance of the proxy statement to be issued in connection with the transactions contemplated herein (the "Proxy Statement") with the SEC, but in no event later than the Closing Date, a meeting of its stockholders for the purpose of voting to approve the issuance of the Shares and the shares of Common Stock issuable upon conversion thereof and shall use its best efforts, except to the extent the Board of Directors determines in good faith, after consultation with outside counsel, that contrary action is required by the Board of Directors' fiduciary duties under applicable law, to obtain stockholder approval; (b) except to the extent the Board of Directors determines in good faith, after consultation with outside counsel, that contrary action is required by the Board of Directors' fiduciary duties under applicable law, recommend approval of the issuance of the Shares and the shares of Common Stock issuable upon conversion thereof, and include in the Proxy Statement such recommendation, and take all lawful action to solicit such approvals; and (c) as promptly as practicable following the signing of this Agreement, prepare and file with the SEC a preliminary Proxy Statement and respond to any comments of the SEC with respect to the preliminary Proxy Statement and cause the definitive Proxy Statement to be mailed to its stockholders. SECTION 6.8 ELECTION TO BOARD OF DIRECTORS OF THE COMPANY. Simultaneously with the Closing, the Company shall (a) take all actions necessary to ensure that one representative of each of the following Purchaser groups is appointed to the Board of Directors promptly after the consummation of the transactions contemplated herein: (i) Thomas H. Lee Equity Fund III, L.P., Thomas H. Lee Foreign Fund III, L.P., Thomas H. Lee Company and affiliates (collectively, the "Lee Purchaser Group"); (ii) Bain Capital Fund V, L.P., Bain Capital Fund V-B, L.P., BCIP Associates, L.P., BCIP Trust Associates, L.P. and affiliates (collectively, the "Bain Purchaser Group"); and (iii) Centre Capital Investors II, L.P., Centre Capital Tax-Exempt Investors II, L.P., Centre Capital Offshore Investors II, L.P., State Board of Administration of Florida, Centre Parallel Management Partners, L.P., Centre Partners Coinvestment, L.P. and affiliates (collectively, the "Centre Purchaser Group"); (b) use best efforts to cause each of the directors appointed in accordance with subsection (a) hereof and the representative of the Thomas H. Lee Company currently serving on the Board of Directors (and any successor nominees thereof) (collectively, the "Purchasers' Representatives") to be renominated and reelected when their initial and any subsequent term expires, (c) use best efforts to cause the election of two nominees from the four Purchasers' Representatives to each of the executive, compensation and audit committees of the Board of Directors, in each case except to the extent the Board of Directors determines in good faith, after consultation with outside counsel, that contrary action is required by the Board of Directors' fiduciary duties under applicable law; provided, however that if (i) the Lee Purchaser Group, in the aggregate, holds less than 40% or 20% of the Shares initially owned by the Lee Purchaser Group (or if any of such Shares have been converted and after making appropriate adjustment for any stock dividend, split-up, recapitalization, rights, merger or other change in the corporate or capital structure of the Company (a "Restructuring"), shares of Common Stock and shares of Common Stock issuable upon conversion of the Shares representing less than 40% or 20% of the Common Stock originally issuable upon conversion of the Shares), the Lee Purchaser Group shall only be entitled to nominate one or no such nominees to the Board of Directors, respectively; (ii) the Bain Purchaser Group holds less than 40% of the Shares initially owned by the Bain Purchaser Group (or if any of such Shares have been converted and after making appropriate adjustment for any Restructuring, shares of Common Stock and shares of Common Stock issuable upon conversion of the Shares representing less than 40% of the Common Stock originally issuable upon conversion of the Shares), the Bain Purchaser Group shall not be entitled to nominate any nominees to the Board of Directors; and (iii) the Centre Purchaser Group holds less than 40% of the Shares initially owned by the Centre Purchaser Group (or if any of such Shares have been converted and after making appropriate adjustment for any Restructuring, shares of Common Stock and shares of Common Stock issuable upon conversion of the Shares representing less than 40% of the Common Stock originally issuable upon conversion of the Shares), the Centre Purchaser Group shall not be entitled to nominate any nominees to the Board of Directors; and provided, further that (i) if at any time there are only two Purchasers' Representatives serving on the Board of Directors, the Company will use its best efforts to cause the election of only one of such Purchasers' Representatives to each of the executive, compensation and audit committee and (ii) if at any time there is only one Purchasers' Representative serving on the Board of Directors, the Company is not obligated to use its best efforts to cause the election of such Purchasers' Representative to any of the committees. Each of the Purchasers and the Other Purchasers will designate the representatives who will sit on the executive, compensation and audit committees of the Board of Directors based on a vote of a majority in interest of the Purchasers and the Other Purchasers. SECTION 6.9 NO GENERAL SOLICITATION. None of the Company, its affiliates (as defined in Rule 501(b) of the Securities Act) or any person acting on their behalf will solicit any offer to buy or offer or sell the Shares by means of any form or general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act that would require the registration of the Shares under the Securities Act. ARTICLE VII COVENANTS OF THE PURCHASERS SECTION 7.1 CERTAIN RESTRICTIONS. (a) Each of the Purchasers covenants with the Company that, without the consent of the Company, for a period commencing on the date hereof and continuing through the fifth anniversary of the date hereof, none of the Purchasers, singly or as part of a group, directly or indirectly, through one or more intermediaries or otherwise, will: (i) purchase or acquire, or offer, propose or agree to purchase or acquire, directly or indirectly, any of the Common Stock (other than by conversion of any of the Shares), any option, warrant or other right to acquire, directly or indirectly, any Common Stock or any securities which are convertible into or exchangeable or exercisable for Common Stock (other than the exercise of options under the Stock Option Agreement dated the date hereof); provided, however, that notwithstanding anything to the contrary contained herein, the foregoing restriction shall not be deemed to be violated or applicable if a Purchaser is not otherwise in breach of this Agreement and (A) the amount of the outstanding Common Stock beneficially owned, in the aggregate, by such Purchaser is increased as a result of any stock dividend, stock split, split-up, recapitalization, merger or other change in the corporate or capital structure of the Company or any other action taken solely by the Company or (B) the Company breaches its obligations under Section 6.8 hereof; and provided, further, that at any time when the percentage of the outstanding Common Stock owned by a Purchaser on a fully diluted basis is less than the percentage of the outstanding Common Stock owned by such Purchaser on a fully diluted basis on the Closing Date (the "Maximum Amount") such Purchaser may purchase additional shares of Common Stock up to the Maximum Amount; (ii) solicit, or encourage any other person to solicit, "proxies" or become a "participant" or otherwise engage in any "solicitation" (as such terms are defined or used in Regulation 14A under the Exchange Act) in opposition to a recommendation of a majority of the directors of the Company with respect to any matter; seek to advise or influence any person (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the voting of any securities of the Company; or execute any written consent in lieu of a meeting of holders of securities of the Company or any class thereof; (iii) initiate, propose or otherwise solicit stockholders for the approval of one or more stockholder proposals with respect to the Company, as described in Rule 14a-8 under the Exchange Act; (iv) except as results from the Purchase Agreements or from arrangements among the Purchasers and the Other Purchasers, directly or indirectly participate in or encourage the formation of any "group" (within the meaning of Section 13(d)(3) of the Exchange Act) owning or seeking to acquire beneficial ownership of securities of the Company or affect control of the Company; (v) except as results from the Purchase Agreements or from arrangements among the Purchasers and the Other Purchasers, otherwise act, directly or indirectly, alone or in concert with others, to seek to control or influence in any manner the management, business, operations, board of directors, policies or affairs of the Company, or propose or seek to effect any form of business combination transaction with the Company or any affiliate thereof or any restructuring, recapitalization or other similar transaction with respect to the Company; or (vi) (a) encourage any person, firm, corporation, group or other entity to engage in any of the actions covered by clauses (i) through (v) of this Section 7.1 or make any public arrangement (or make other communication with or to the Company or otherwise which, in the opinion of counsel to the Company, would require public announcement) with respect to any matter set forth in clause (i) through (v) of this Section 7.1; provided, however, that actions taken by any representative of the Purchaser on the Board of Directors of the Company, acting in his or her capacity as such a director, shall not violate this Section 7.1. (b) No Purchaser shall, without the Company's consent, sell, transfer, effect a short sale of, grant any option for the purchase of, or loan any Shares or Common Stock for a period of 18 months from the date of issuance of the Shares except to an affiliate or the Other Purchasers or an affiliate thereof; provided that this restriction on each Purchaser's ability to sell or transfer any Shares will cease to apply upon a conversion of the Shares pursuant to Section 8.10.1 of the Certificate of Designation; provided further, that each Purchaser may sell its Shares or Common Stock in any tender offer or exchange offer made for any Company securities. ARTICLE VIII RESTRICTIONS ON TRANSFERABILITY OF SECURITIES SECTION 8.1 RESTRICTIVE LEGEND. Each certificate representing (a) the Shares, (b) shares of the Common Stock issuable upon conversion of any Shares, and (c) any other securities issued in respect of the Shares or Common Stock issued upon conversion of any Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event (each of the foregoing securities in (a) through (c) being referred to herein as "Restricted Securities"), shall (unless otherwise permitted by the provisions of Section 8.2 below) be stamped or otherwise imprinted with a legend substantially in the following form (in addition to the legend required under any applicable state securities laws): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATIONS OR EXEMPTIONS THEREFROM UNDER SAID ACT OR LAWS. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY. The Company will promptly, upon request, remove any such legend when no longer required by the terms of this Agreement or by applicable law. SECTION 8.2 NOTICE OF PROPOSED TRANSFERS. Prior to any proposed transfer of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transfer, the Purchaser proposing such a transfer shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner and circumstances of the proposed transfer in sufficient detail, and shall be accompanied by either (a) a written opinion of legal counsel (who shall be reasonably satisfactory to the Company) addressed to the Company to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act or (b) a "no action" letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon, in each case, such Purchaser shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by such Purchaser to the Company. Unless there is in effect a registration statement under the Securities Act covering the proposed transfer, each certificate evidencing the Restricted Securities transferred as herein provided shall bear the appropriate restrictive legend set forth in Section 8.1 above except that such certificate shall not bear such restrictive legend if, (i) in the opinion of counsel for such Purchaser, such legend is not required in order to establish compliance with any provisions of the Securities Act, (ii) a period of at least one year has elapsed since the later of the date the Restricted Securities were acquired from the Company or from an affiliate of the Company, and such Purchaser represents to the Company that it is not an affiliate of the Company and has not been an affiliate during the preceding three months and shall not become an affiliate of the Company without resubmitting the Restricted Securities for reimposition of the legend, or (iii) the restricted Securities have been sold pursuant to Rule 144(k) and the certificate is accompanied by a representation by such Purchaser that it is not an affiliate of the Company, has not been an affiliate during the three-month period prior to the sale and has held the Restricted Securities for more than two years. ARTICLE IX TERMINATION Notwithstanding anything contained herein to the contrary, this Agreement may be terminated at any time prior to the Closing Date: (a) by the mutual written consent of the Purchasers and the Company; (b) by any Purchaser or the Company if the Closing has not occurred on or before six months from the date hereof and this Agreement has not previously been terminated; provided, however, that the right to terminate the Agreement under this Section 9(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (c) by any Purchaser or the Company if any of the Other Purchase Agreements or the Note Purchase Agreement are terminated; or (d) by any Purchaser 10 days after the Company's shareholders, at a duly held meeting at which such shareholders vote on the issuance of the Preferred Stock to the Purchasers or the Other Purchasers, fail to approve such issuance. In the event that this Agreement shall be terminated pursuant to this Article IX, all further obligations of the parties under this Agreement other than the obligations set forth in Article X and Sections 6.2, 6.5 and 11.10 shall be terminated without further liability of any party to any other party, provided that nothing herein shall relieve any party from liability for its willful breach of this Agreement. ARTICLE X INDEMNIFICATION SECTION 10.1 INDEMNIFICATION. The Company hereby agrees to indemnify, defend and hold harmless each Purchaser from and against all de- mands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses (collectively, "Claims"), including without limitation, interest, penalties and attorneys' fees and expenses, asserted against, resulting to, or imposed upon or incurred by such Purchaser directly or indirectly, in connection with the transactions contemplated hereby. SECTION 10.2 TERMS OF INDEMNIFICATION. The obligations and liabilities of the Company with respect to Claims by third parties will be subject to the following terms and conditions: (a) a Purchaser will give the Company prompt notice of any Claims asserted against, resulting to, imposed upon or incurred by a Purchaser, directly or indirectly, and the Company will undertake the defense thereof by representatives of their own choosing which are reasonably satisfactory to such Purchaser; provided that the failure of any Purchaser to give notice as provided in this Section 10.2 shall not relieve the Company of its obligations under this Article X, except to the extent that such failure has materially and adversely affected the rights of the Company; (b) if within a reasonable time after notice of any Claim, the Company fails to defend, such Purchaser will have the right to undertake the defense, compromise or settlement of such Claims on behalf of and for the account and at the risk of the Company, subject to the right of the Company to assume the defense of such Claim at any time prior to settlement, compromise or final determination thereof; (c) if there is a reasonable probability that a Claim may materially and adversely affect a Purchaser other than as a result of money damages or other money payments, such Purchaser will have the right at its own expense to defend (provided that the indemnifying party shall continue to control the defense and the indemnified party shall have the right to participate in such defense), or co-defend, such Claim; (d) the Company on one hand and the Purchasers on the other will not, without the prior written consent of the other, settle or compromise any Claim or consent to entry of any judgment relating to any such Claim; (e) with respect to any Claims asserted against a Purchaser, such Purchaser will have the right to employ one counsel of its choice in each applicable jurisdiction (if more than one jurisdiction is involved) to represent such Purchaser if, in such Purchaser's reasonable judgment, a conflict of interest between such Purchaser and the indemnifying party exists in respect of such Claims, and in that event the fees and expenses of such separate counsel shall be paid by such indemnifying party; (f) the Company will provide each Purchaser reasonable access to all records and documents of the Company relating to any Claim; and (g) any Claim, in so far as it is related to any of the representations and warranties of the Company contained in this Agreement, must be made within one year of the Closing Date. ARTICLE XI MISCELLANEOUS SECTION 11.1 GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to the conflict of laws rules thereof. SECTION 11.2 SURVIVAL. All representations and warranties, covenants and agreements of the Company and any Purchaser contained in this Agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Purchaser or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and such representations and warranties shall survive for a period of one year from the Closing Date hereof. SECTION 11.3 SUCCESSORS AND ASSIGNS. Except as otherwise provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors and permitted assigns of the parties hereto. No assignment of this Agreement may be made by either party at any time, whether or not by operation of law, without the other party's prior written consent, except that each Purchaser may assign any of its rights hereunder to an affiliate of such Purchaser or to the Other Purchasers or any of their affiliates without the Company's consent provided that such affiliate expressly assumes in writing all of the purchaser's obligations hereunder, and provided that such assignment shall not relieve the assigning Purchaser of its obligations hereunder. SECTION 11.4 ENTIRE AGREEMENT; AMENDMENT. This Agreement and the Transaction Documents constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof provided that the Confidentiality Agreement between the Purchasers and the Company dated April 18, 1997 shall remain in effect. Except as expressly provided herein, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge or termination is sought. SECTION 11.5 NOTICES, ETC. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail (registered or certified, return receipt requested), telex, telecopier or courier guaranteeing overnight delivery, addressed (a) if to the Purchasers to Thomas H. Lee Company at 75 State Street, Boston, Massachusetts 02109, Attention: Anthony J. DiNovi, or at such other addresses as shall have been furnished to the Company with a copy to Louis A. Goodman of Skadden, Arps, Slate, Meagher & Flom LLP at One Beacon Street, Boston, Massachusetts 02108 and (b) if to the Company, at One Athenaeum Street, Cambridge, Massachusetts 02142, Attention: Mr. Neal S. Winneg, or at such other address as the Company shall have furnished to the Purchaser in writing with a copy to Mark G. Borden at Hale and Dorr LLP, 60 State Street, Boston, Massachusetts 02109. All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five business days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt is acknowledged, if telecopied; and on the next business day, if timely delivered to a courier guaranteeing overnight delivery. SECTION 11.6 DELAYS OR OMISSIONS. Except as expressly provided herein, no delay or omission to exercise any right, power or remedy accruing to the Company or any of the Purchasers upon any breach or default of any party under this Agreement, shall impair any such right, power or remedy of the Company or any of the Purchasers nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of the Company or any of the Purchasers of any breach or default under this Agreement, or any waiver on the part of any such party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to the Company or any of the Purchasers, shall be cumulative and not alternative. SECTION 11.7 COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which may be executed by only one of the parties hereto, each of which shall be enforceable against the party actually executing such counterpart, and all of which together shall constitute one instrument. SECTION 11.8 SEVERABILITY. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provisions; provided that no such severability shall be effective if it materially changes the economic benefit of this Agreement to any party. SECTION 11.9 TITLES AND SUBTITLES. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. SECTION 11.10 NO PUBLIC ANNOUNCEMENT. Neither the Company nor any of the Purchasers shall make any press release or other public announcement concerning the transactions contemplated by this Agreement except as and to the extent that any such party shall be obligated to make any such disclosure by law or by the NYSE and then only after consultation with the other regarding the basis of such obligation and the content of such press release or other public announcement or as the parties shall mutually agree. SECTION 11.11 REASONABLE EFFORTS. The Company and the Purchasers shall use all reasonable efforts to consummate the transactions contemplated by this Agreement, the Other Purchase Agreements and the Note Purchase Agreement. SECTION 11.12 DISTRIBUTIONS AND ADJUSTMENTS. If from July 5, 1997 through the Closing Date the Company shall have taken any action which would entitle the holders of Preferred Stock to a distribution or adjustment in accordance with the Certificate of Designation if the Preferred Stock were then outstanding, then the consideration to be received by the Purchasers hereunder shall be appropriately adjusted. IN WITNESS WHEREOF, each of the undersigned has caused the foregoing Agreement to be executed under seal by one of its duly authorized officers as of the date first above written. THE LEARNING COMPANY, INC By /s/ R. Scott Murray ------------------------------- Name: R. Scott Murray Title: Executive Vice President and Chief Financial Officer PURCHASERS: THOMAS H. LEE EQUITY FUND III, L.P. By: THL Equity Advisors III Limited Partnership, as General Partner By: THL Equity Trust III, as General Partner By /s/ Anthony J. DiNovi ------------------------------------- Name: Anthony J. DiNovi Title: Vice President THOMAS H. LEE FOREIGN FUND III, L.P. By: THL Equity Advisors III Limited Partnership, as General Partner By: THL Equity Trust III, as General Partner By /s/ Anthony J. DiNovi ------------------------------------- Name: Anthony J. DiNovi Title: Vice President THOMAS H. LEE COMPANY By /s/ Anthony J. DiNovi ------------------------------------- Name: Anthony J. DiNovi Title: Managing Director Amendment to Securities Purchase Agreement Amendment dated as of September 16, 1997 to Securities Purchase Agreement dated as of August 26, 1997 (the "Agreement") between The Learning Company, Inc., a Delaware corporation (the "Company") and each of the Purchasers listed on the signature page hereto (individually, a "Purchaser" and collectively, the "Purchasers"). For valuable consideration, receipt of which is hereby acknowledged, the parties hereto hereby agree that Section 8.4 of the Certificate of Designation of Series A Convertible Participating Preferred Stock setting forth the powers, preferences, rights, qualifications, limitations and restrictions of such series of Preferred Stock, attached as Exhibit A to the Agreement, is hereby amended to read in its entirety as follows: "Section 8.4 Conversion Price. The initial conversion price shall be the lower of (i) $10.00 or (ii) the weighted average (based on daily trading volumes of the Common Stock on the New York Stock Exchange) of the Closing Prices of the Common Stock for the period of the 30 consecutive Trading Days immediately preceding the Trading Day which is three Trading Days before the date on which the proxy statement is sent to the Company's stockholders with respect to the approval of the Company's stockholders with respect to the approval of the issuance of the Series A Preferred Stock (herein called the "Conversion Price") subject to adjustment as provided in this Section 8." In all other respects, the Agreement shall remain in full force and effect. Executed as of September 16, 1997. THE LEARNING COMPANY, INC. By: /s/ R. Scott Murray ---------------------------------- Name: R. Scott Murray Title: Executive Vice President and Chief Financial Officer PURCHASERS: THOMAS H. LEE EQUITY FUND III, L.P. By: THL Equity Advisors III Limited Partnership, as General Partner By: THL Equity Trust III, as General Partner By: /s/ Anthony J. DiNovi ---------------------------------- Name: Anthony J. DiNovi Title: Vice President THOMAS H. LEE FOREIGN FUND III, L.P. By: THL Equity Advisors III Limited Partnership, as General Partner By: THL Equity Trust III, as General Partner By: /s/ Anthony J. DiNovi ---------------------------------- Name: Anthony J. DiNovi Title: Vice President THOMAS H. LEE COMPANY By: /s/ Anthony J. DiNovi ---------------------------------- Name: Anthony J. DiNovi Title: Managing Director EX-99 4 EXHIBIT B-2 - SECURITIES PURCHASE AGREEMENT EXHIBIT B-2 SECURITIES PURCHASE AGREEMENT Between THE PURCHASERS NAMED HEREIN and THE LEARNING COMPANY, INC., as Issuer Dated as of August 26, 1997 Series A Convertible Participating Preferred Stock TABLE OF CONTENTS Page ---- ARTICLE I AUTHORIZATION AND SALE OF SHARES................................ 1 Section 1.1 Authorization. ............................. 1 Section 1.2 Issuance and Sale of Shares. ............... 2 ARTICLE II CLOSING............................................ 2 Section 2.1 Closing Date. .............................. 2 Section 2.2 Further Assurances. ........................ 3 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY......................... 3 Section 3.1 SEC Reports. ............................... 3 Section 3.2 Accountants. ............................... 4 Section 3.3 Financial Statements. ...................... 4 Section 3.4 Absence of Certain Changes. ................ 4 Section 3.5 Authority. ................................. 5 Section 3.6 Non-Contravention. ......................... 5 Section 3.7 Capitalization. ............................ 6 Section 3.8 Subsidiaries. .............................. 6 Section 3.9 Actions. ................................... 7 Section 3.10 Investment Company Act. .................... 7 Section 3.11 Reporting. ................................. 7 Section 3.12 Registration and Qualification. ............ 7 Section 3.13 No Liabilities. ............................ 7 Section 3.14 No Defaults. ............................... 8 Section 3.15 Violations of Law. ......................... 8 Section 3.16 Enforceability of Agreement. ............... 8 Section 3.17 The Capital Stock. ......................... 8 Section 3.18 Properties. ................................ 9 Section 3.19 Intellectual Property. ..................... 10 Section 3.20 Taxes. ..................................... 10 Section 3.21 Insurance. ................................. 10 Section 3.22 Certain Payments............................. 10 Section 3.23 Delaware General Corporations Law Section 203 10 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS................... 11 Section 4.1 Investment. ................................ 11 Section 4.2 Rule 144. .................................. 11 Section 4.3 Organization of Purchaser. ................. 11 Section 4.4 Authority of Purchaser. .................... 12 Section 4.5 Non-Contravention. ......................... 12 Section 4.6 Title to the Notes. ........................ 12 ARTICLE V CONDITIONS TO THE OBLIGATIONS OF THE PARTIES.......................... 13 Section 5.1 General Conditions to Obligations of the Purchasers. ............................ 13 Section 5.2 Registration Rights Agreement. ............. 13 Section 5.3 Officers' Certificates. .................... 13 Section 5.4 Opinions. .................................. 13 Section 5.5 Certificate of Designation. ................ 14 Section 5.6 Material Adverse Effect. ................... 14 Section 5.7 [Intentionally Left Blank]................... 14 Section 5.8 General Conditions to the Obligations of the Company. ............................ 14 Section 5.9 No Injunction. ............................. 14 Section 5.10 HSR Waiting Period. ........................ 15 Section 5.11 Shareholder Approval. ...................... 15 Section 5.12 Receipt of Consents. ....................... 15 ARTICLE VI COVENANTS OF THE COMPANY.................................... 15 Section 6.1 Reporting. ................................. 15 Section 6.2 Payment of Expenses. ....................... 15 Section 6.3 Inspection. ................................ 16 Section 6.4 Availability of Common Stock. .............. 16 Section 6.5 Transaction Fee. ........................... 16 Section 6.6 Fleet Bank Consent. ........................ 16 Section 6.7 Proxy Statements; Stockholder Ap- provals. ................................... 16 Section 6.8 Election to Board of Directors of the Company. ................................... 17 Section 6.9 No General Solicitation. ................... 19 ARTICLE VII COVENANTS OF THE PURCHASERS.................................. 19 Section 7.1 Certain Restrictions. ...................... 19 ARTICLE VIII RESTRICTIONS ON TRANSFERABILITY OF SECURITIES.................... 21 Section 8.1 Restrictive Legend. ........................ 21 Section 8.2 Notice of Proposed Transfers. .............. 22 ARTICLE IX TERMINATION.......................................... 23 ARTICLE X INDEMNIFICATION........................................ 23 Section 10.1 Indemnification. ........................... 23 Section 10.2 Terms of Indemnification. .................. 24 ARTICLE XI MISCELLANEOUS......................................... 25 Section 11.1 Governing Law. ............................. 25 Section 11.2 Survival. .................................. 25 Section 11.3 Successors and Assigns. .................... 25 Section 11.4 Entire Agreement; Amendment. ............... 26 Section 11.5 Notices, Etc. .............................. 26 Section 11.6 Delays or Omissions. ....................... 26 Section 11.7 Counterparts. .............................. 27 Section 11.8 Severability. .............................. 27 Section 11.9 Titles and Subtitles. ...................... 27 Section 11.10 No Public Announcement. .................... 27 Section 11.11 Reasonable Efforts. ........................ 27 Section 11.12 Distributions and Adjustments................ 27 Exhibits - -------- Exhibit A - Certificate of Designation Exhibit B - Registration Rights Agreement Exhibit C - Opinion of Counsel for the Company Exhibit D - Opinion of Hale and Dorr LLP SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this "Agreement") is made as of August 26, 1997 between The Learning Company, Inc., a Delaware corporation (the "Company"), and each of the Purchasers listed on the signature pages hereto (individually, a "Purchaser" and collectively, the "Purchasers"). The Company is simultaneously entering into securities purchase agreements (the "Other Purchase Agreements" and, together with this Agreement, the "Purchase Agreements") with affiliates of Thomas H. Lee Company and Centre Partners Management LLC (together, the "Other Purchasers") dated the date hereof. The Purchase Agreements provide, subject to the terms and conditions thereof, for the purchase by the Purchasers and the Other Purchasers of an aggregate of 750,000 shares of Series A Convertible Participating Preferred Stock, par value $.01 per share, of the Company having the terms set forth in the Certificate of Designation (the "Certificate of Designation") attached hereto as Exhibit A (the "Preferred Stock") in exchange for the surrender of the Company's 5 1/2% Senior Convertible/Exchangeable Notes due 2000 (the "Notes") in an aggregate principal amount of $150,000,000 then to be held by the Purchasers and the Other Purchasers. In consideration of the mutual covenants, agreements, representations and warranties herein set forth, it is hereby agreed between the Company and the Purchasers as follows: ARTICLE I AUTHORIZATION AND SALE OF SHARES SECTION 1.1 AUTHORIZATION. Subject to the obtaining of any requisite stockholder approval referred to in Section 5.11, the Company has heretofore authorized the issuance and sale to the Purchasers pursuant to this Agreement of an aggregate of 170,732 shares of the Preferred Stock (the "Shares") and to the Other Purchasers pursuant to the Other Purchase Agreements of an aggregate of 579,268 shares of Preferred Stock (the "Other Shares"). SECTION 1.2 ISSUANCE AND SALE OF SHARES. Upon the terms and subject to the conditions set forth herein, on the Closing Date (as defined below), (a) the Company will issue and sell to the Purchasers and, in reliance on the representations and warranties of the Company contained herein, the Purchasers will purchase from the Company the Shares in exchange for Notes in an aggregate principal amount of $34,146,400 then to be held by the Purchasers delivered free and clear of all liens, encumbrances, equities or claims and (b) the Company will make a cash payment to the Purchasers by wire transfer of immediately available funds in an amount equal to the interest accrued on the Notes sold to the Company by the Purchasers from the last interest payment date on the Notes up to and including the Closing Date (as defined below). ARTICLE II CLOSING SECTION 2.1 CLOSING DATE. The closing (the "Closing") of the purchase and sale of the Shares contemplated hereby shall take place on such date and at such time as agreed to by the Company and the Purchasers but in no event later than three business days following the date upon which all of the conditions set forth in Article V and all the conditions to closing in the Note Purchase Agreement (as defined below) are satisfied or waived (the date of the Closing is hereinafter referred to as the "Closing Date"). The Closing shall be held at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, One Beacon Street, Boston, Massachusetts, or at such other place as agreed to by the Company and the Purchasers. The Closing shall occur simultaneously with the closing of the transactions contemplated by the Other Purchase Agreements and the Securities Purchase Agreement among Tribune Company, the Purchasers and the Other Purchasers dated the date hereof (the "Note Purchase Agreement") and the closing of each shall be conditioned on the closing of the others. Delivery of the Shares to be purchased by the Purchasers pursuant to this Agreement shall be made at the Closing by the Company delivering to each Purchaser, against payment of the purchase price therefor, one certificate representing the appropriate number of Shares (registered in the name of such Purchaser or such other person which shall be an affiliate of such Purchaser or a nominee of such Purchaser or such affiliate as such Purchaser may have designated in writing to the Company at least one business day prior to the Closing Day), unless at least two business days prior to the Closing Date such Purchaser shall have requested that the Company deliver more than one certificate representing the Shares, in which event the Company will deliver to each Purchaser the number of certificates so requested, registered in such name or names specified in such request (subject to the foregoing limitation). Payment of the purchase price for the Shares to be purchased hereunder shall be made by the Purchaser by delivery of Notes in the aggregate principal amount of $34,146,400 to the Company duly endorsed for transfer to the Company with all signatures guaranteed by stock powers or other evidence of transfer reasonably acceptable to the Company. SECTION 2.2 FURTHER ASSURANCES. From time to time following the Closing, upon the request of any Purchaser, the Company shall execute and deliver, or cause to be executed and delivered, to such Purchaser such other instruments and take such other action as may be reasonably necessary to more effectively vest in such Purchaser and put the Purchaser in possession of the shares of common stock par value $.01 per share, of the Company (the "Common Stock") issuable upon conversion of the Shares. The Company shall cooperate with the Purchasers in obtaining as soon as practicable all necessary governmental consents and approvals, including approvals under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"). ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY As an inducement to the Purchasers to enter into this Agreement and to consummate the transactions contemplated hereby, the Company represents and warrants to each of the Purchasers as follows: SECTION 3.1 SEC REPORTS. The Company has filed all documents required to be filed since January 1, 1995 with the Securities and Exchange Commission (the "Commission") (the "SEC Reports"). As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (including the rules and regulations promulgated thereunder, the "Securities Act"), and the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the "Exchange Act"), as the case may be, and none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein, in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading. SECTION 3.2 ACCOUNTANTS. Coopers & Lybrand L.L.P., Arthur Andersen LLP, KPMG Peat Marwick LLP, Price Waterhouse LLP and Deloitte & Touche LLP, who have expressed their respective opinions with respect to the financial statements and schedules included in the SEC Reports, are independent accountants as required by the Securities Act. SECTION 3.3 FINANCIAL STATEMENTS. (a) The annual audited financial statements of the Company included in the relevant Report on Form 10- K for the period ended January 4, 1997 (the "10-K") present fairly in all material respects the financial position of the Company, as of the respective date of such financial statements, and the results of operations and changes in cash flows of the Company for the respective periods covered thereby. Such statements and related notes have been prepared in accordance with generally accepted accounting principles applied on a consistent basis, in each case, as certified by one or more of the independent accountants named in Section 3.2. (b) The unaudited interim financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the period ended July 5, 1997 (the "Second Quarter 10-Q") present fairly in all material respects the financial position of the Company, as of the respective dates of such financial statements, and the results of operations and changes in cash flows of the Company for the respective periods covered thereby. Such statements and related notes have been prepared in accordance with generally accepted accounting principles applied on a consistent basis except for normal year-end adjustments and the omission of certain footnote disclosure. SECTION 3.4 ABSENCE OF CERTAIN CHANGES. Except as disclosed in Section 3.4 of a letter dated the date hereof from and previously delivered by the Company to the Purchasers (the "Disclosure Letter"), (a) since the date of the latest balance sheet presented in the Second Quarter 10-Q there has been no material adverse change in the business, properties, prospects, operations, condition (financial or other) or results of operations of the Company and its Subsidiaries (as defined herein) taken as a whole, whether or not arising from transactions in the ordinary course of business, provided that a decline in the trading price of the Common Stock shall not be deemed to be such a material adverse change if such decline is not attributable to a material adverse change in the business, properties, operations, prospects, condition (financial or other) or results of operations of the Company and its Subsidiaries taken as a whole, (b) since the date of the latest balance sheet presented in the Second Quarter 10-Q, neither the Company nor any of its Subsidiaries has incurred or undertaken any liabilities or obligations, direct or contingent, except for (i) liabilities or obligations which are reflected in the Second Quarter 10-Q and (ii) the transactions contemplated by this Agreement and the Other Purchase Agreements, (iii) contractual liabilities incurred in the ordinary course of business, (iv) other liabilities that would not have a material adverse effect on the business, properties, prospects, operations, condition (financial or other) or results of operations of the Company and its subsidiaries taken as a whole and (v) liabilities incurred in connection with any acquisition of another business entity made by the Company after the date hereof. SECTION 3.5 AUTHORITY. The Company has all necessary corporate power and corporate authority to enter into this Agreement, the Other Purchase Agreements and the other agreements, documents and instruments to be executed by the Company in furtherance of the transactions contemplated hereby and thereby, including without limitation, the Registration Rights Agreement between the Company and the Purchasers, a form of which is attached hereto as Exhibit B (the "Registration Rights Agreement") (collectively, the "Transaction Documents"), and to consummate the transactions contemplated hereby and thereby. SECTION 3.6 NON-CONTRAVENTION. The execution, delivery, and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated thereby by the Company do not and will not (a) result in a breach of any of the terms and provisions of, or constitute a default (or an event which with notice or lapse of time, or both, would constitute a default) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its Subsidiaries (as defined below) pursuant to any agreement, instrument, franchise, license or permit to which the Company or any of its Subsidiaries is a party or by which any of such corporations or their respective properties or assets may be bound or (b) violate any judgment, decree, order, statute, rule or regulation of any court or any public, governmental or regulatory agency or body applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than such breaches, defaults or violations that are not reasonably expected to impair the ability of the Company to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated thereby do not and will not violate or conflict with any provision of the certificate of incorporation or by-laws of the Company or any of its Subsidiaries, as currently in effect. Except as set forth in Section 3.6 of the Disclosure Letter, no consent, approval, authorization, order, registration, filing, qualification, license or permit of or with any court or any government agency or body applicable to the Company or any of its Subsidiaries or any of their respective properties or assets is required for the execution, delivery and performance of the Transaction Documents or the consummation of the transactions contemplated thereby, including the issuance, sale and delivery of the Shares to be issued, sold and delivered by the Company hereunder. SECTION 3.7 CAPITALIZATION. The Company had, as of July 5, 1997, an authorized and outstanding capitalization as set forth in the Second Quarter 10-Q. SECTION 3.8 SUBSIDIARIES. Except for the subsidiaries listed in Section 3.8 of the Disclosure Letter, the Company does not own or control, directly or indirectly, any "significant subsidiary" within the meaning of Regulation S-X of the Commission. The subsidiaries listed in Section 3.8 of the Disclosure Letter are hereinafter referred to as the "Subsidiaries." Each of the Company and its Subsidiaries has been duly organized and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation. Each of the Company and its Subsidiaries is duly qualified to do business and in good standing as a foreign corporation in each jurisdiction in which the character or location of its properties (owned, lease or licensed) or the nature or conduct of its business makes such qualification necessary, except for those failures to be so qualified or in good standing which will not in the aggregate have a material adverse effect on the Company and its Subsidiaries taken as a whole. The Company owns all of the outstanding capital stock of each of its Subsidiaries, other than the non-voting exchangeable shares of SoftKey Software Products Inc. and qualifying shares of certain Subsidiaries organized outside the United States, free and clear of all claims, liens, charges and encumbrances other than as disclosed in Section 3.8 of the Disclosure Letter. Each of the Company and its Subsidiaries has all requisite power and authority, and all necessary consents, approvals, authorizations, orders, registrations, qualifications, licenses and permits of and from all public, regulatory or governmental agencies and bodies, to own, lease and operate its properties and conduct its business as now being conducted, except where the failure to possess such requisite power and authority would not have a material adverse effect on the business, properties, prospects, operations, condition (financial or other) or results of operations of the Company and its Subsidiaries taken as a whole. SECTION 3.9 ACTIONS. Except as described in Section 3.9 of the Disclosure Letter, there is no litigation or governmental proceeding to which the Company or any of its Subsidiaries is a party or to which any property of the Company or any of its Subsidiaries is subject or which is pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries which could reasonably be expected to have a material adverse effect on the business, properties, prospects, operations, condition (financial or other) or results of operations of the Company and its Subsidiaries taken as a whole. SECTION 3.10 INVESTMENT COMPANY ACT. Neither the Company nor any of its Subsidiaries is (i) an "investment company" or a company "controlled" by an investment company within the meaning of the Investment Company Act of 1940, as amended, (ii) a "holding company" or a "subsidiary company" of a holding company or an "affiliate" thereof within the meaning of the Public Utility Holding Company Act of 1935, as amended, or (iii) subject to regulation under the Federal Power Act, the Interstate Commerce Act or any federal or state statute or regulation limiting its ability to consummate the transactions contemplated hereby. SECTION 3.11 REPORTING. The Company is subject to Section 13 of the Exchange Act and is in compliance in all material respects with the provisions of such section. SECTION 3.12 REGISTRATION AND QUALIFICATION. Assuming the accuracy of the representations and warranties made by each of the Purchasers and set forth in Article IV hereof, it is not necessary in connection with the offer, sale and delivery of the Shares to the Purchasers in the manner contemplated by this Agreement to register the Shares or the shares of Common Stock issuable upon conversion of the Shares, under the Securities Act. SECTION 3.13 NO LIABILITIES. Neither the Company nor its Subsidiaries has any liabilities or obligations (direct or indirect, contingent or absolute, known or unknown, matured or unmatured) of any nature whatsoever, whether arising out of contract, tort, statute or otherwise ("Liabilities"), except (i) as reflected or reserved against in the latest balance sheet of the Company presented in the Second Quarter 10-Q and not heretofore discharged, (ii) as set forth in Section 3.13 of the Disclosure Letter, (iii) liabilities incurred in the ordinary course of business since the date of the latest balance sheet presented in the Second Quarter 10-Q, (iv) contractual liabilities incurred in the ordinary course of business, (v) liabilities incurred in connection with any acquisition of another business entity made by the Company after the date hereof or (vi) other liabilities that would not have a material adverse effect on the business, properties, prospects, operations, condition (financial or other) or results of operations of the Company and its subsidiaries taken as a whole. SECTION 3.14 NO DEFAULTS. Except as disclosed in Section 3.14 of the Disclosure Letter, neither the Company nor any of its Subsidiaries is in violation or default under any provision of its certificate of incorporation, by-laws or other organization documents, or is in breach of or default with respect to any provision of any agreement, judgment, decree, order, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which it is a party or by which it or any of its properties are bound; and there does not exist an event of default on the part of the Company or any such Subsidiary as defined in such documents which, with notice or lapse of time or both, would constitute a default, which such violation or default, in either such case, would not have a material adverse effect on the business, properties, prospects, operations, condition (financial or other) or results of operations of the Company and its subsidiaries taken as a whole. SECTION 3.15 VIOLATIONS OF LAW. The Company and its Subsidiaries are in compliance, and have complied at all times during the past three years, and all transactions pursuant to the Transaction Documents shall comply with all applicable federal, state and local statutes, codes, ordinances, rules and regulations of the United States and all other countries and subdivisions thereof (the "Laws") to the extent applicable, other than violations which would not have a material adverse effect on the business, properties, operations, condition (financial or other) or results of operations of the Company and its Subsidiaries taken as a whole. Neither the Company nor any of its Subsidiaries has received notice within the past three years of any violations of any Laws, which violations would be material to the Company and its subsidiaries taken as a whole. SECTION 3.16 ENFORCEABILITY OF AGREEMENT. This Agreement has been, and the other agreements to be executed and delivered by the Company pursuant hereto have been or will be, duly and validly authorized, executed and delivered by the Company and this Agreement is, and such other agreements when so executed and delivered will be, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms. SECTION 3.17 THE CAPITAL STOCK. (a) All of the outstanding shares of Common Stock are duly and validly authorized and issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and were not issued and are not now in violation of or subject to any preemptive rights. All issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable. Except as disclosed in Section 3.17 of the Disclosure Letter as of the date hereof, neither the Company nor any Subsidiary has outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations. There are currently no shares of the Company's preferred stock outstanding. (b) (i) The Shares have been duly and validly authorized by the Company and the Shares, when issued, sold and delivered in accordance with this Agreement, will be duly and validly issued, fully paid and nonassessable. The shares of Common Stock issuable upon conversion of the Shares have been duly and validly authorized by the Company and, when issued in accordance with the terms of the Shares, will be duly and validly issued, fully paid and nonassessable. The shares of Common Stock issuable on conversion of the Shares at the initial conversion price have been reserved for issuance, and no further approval or authority of the stockholders or the Board of Directors of the Company (the "Board of Directors") under the Delaware General Corporation Law will be required for such issuance of Common Stock following the Closing. No preemptive rights or other rights to subscribe for or purchase securities exist with respect to the issuance and sale of the Shares by the Company pursuant to this Agreement or the issuance of Common Stock on conversion of the Shares. (ii) Except as set forth in Section 3.17 of the Disclosure Letter, no security holder of the Company has any right which has not been satisfied or waived to require the Company to register the sale of any securities owned by such security holder under the Securities Act. SECTION 3.18 PROPERTIES. The Company or the applicable Subsidiary holds its leased properties under valid and binding leases, with such exceptions as are not materially significant in relation to the business of the Company. Except as disclosed in Section 3.18 of the Disclosure Letter, the Company owns or leases all such properties as are necessary to its operations as now conducted. SECTION 3.19 INTELLECTUAL PROPERTY. Except as disclosed in Section 3.19 of the Disclosure Letter, the Company and its Subsidiaries have sufficient trademarks, trade names, patent rights, copyrights, licenses, approvals and governmental authorizations to conduct their businesses substantially as now conducted; and the Company has no knowledge of any infringement by it or its Subsidiaries of any trademark, trade name, patent, copyright, licenses, trade secret or other similar rights of others, and there is no claim being made against the Company or its Subsidiaries regarding trademark, trade name, patent, copyright, license, trade secret or other infringement, in any such case which could reasonably be expected to have a material adverse effect on the business, properties, prospects, operations, condition (financial or otherwise) or results of operations of the Company and it or its Subsidiaries taken as a whole. SECTION 3.20 TAXES. The Company and its Subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns and have paid all taxes shown as due thereon; and the Company has no knowledge of any tax deficiency which has been asserted or threatened against the Company or its Subsidiaries which could have a material adverse effect on the business, properties, prospects, operations, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries taken as a whole. SECTION 3.21 INSURANCE. The Company and its Subsidiaries maintain insurance of the types and in the amounts generally deemed adequate for its business and that of its Subsidiaries against theft, damage, destruction, acts of vandalism and all other risks customarily insured against, all of which insurance is in full force and effect. SECTION 3.22 CERTAIN PAYMENTS. To the knowledge of the Company, neither the Company nor any of its Subsidiaries has at any time (i) made any unlawful contribution to any candidate for foreign office, or failed to disclose fully any contribution in violation of law or (ii) made any payment to any federal or state governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or permitted by the laws of the United States or any jurisdiction thereof. SECTION 3.23 DELAWARE GENERAL CORPORATION LAW SECTION 203. Section 203 of the Delaware General Corporation Law will not, prior to the termination of this Agreement and the Other Purchase Agreements, apply to such Agreements or the transactions contemplated hereby and thereby. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS As an inducement to the Company to enter into this Agreement and to consummate the transactions contemplated hereby, each of the Purchasers hereby represents and warrants to the Company as follows: SECTION 4.1 INVESTMENT. Purchaser is acquiring the Shares and the shares of Common Stock issuable upon conversion of the Shares for investment for its own account, and not with a view to any distribution thereof. Purchaser understands that the Shares and the shares of Common Stock issuable upon conversion of the Shares have not been registered under the Securities Act by reason of specific exemptions therefrom which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of Purchaser's representations as expressed herein. Purchaser's financial condition and investments are such that it is in a position to hold the Shares and the shares of Common Stock issuable upon conversion of the Shares for an indefinite period, bear the economic risks of the investment and to withstand the complete loss of the investment. Purchaser has extensive knowledge and experience in financial and business matters and has the capability to evaluate the merits and risks of any Shares and the shares of Common Stock issuable upon conversion of the Shares. Purchaser qualifies as an "accredited investor" as such term is defined in Section 2(15) of the Securities Act and Regulation D promulgated thereunder. SECTION 4.2 RULE 144. Purchaser acknowledges that the Shares and the shares of Common Stock issuable upon conversion of the Shares must be held indefinitely unless subsequently registered under the Securities Act or any applicable state securities laws or unless exemptions from such registrations are available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of securities purchased in a private placement subject to the satisfaction of certain conditions. SECTION 4.3 ORGANIZATION OF PURCHASER. Purchaser is duly organized and validly existing under the laws of the jurisdiction of its organization. SECTION 4.4 AUTHORITY OF PURCHASER. Purchaser has the power and authority (corporate or similar) to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to comply with the terms, conditions and provisions hereof. The execution, delivery and performance of this Agreement by Purchaser has been duly authorized and approved by Purchaser and does not require any further authorization or consent of Purchaser or its beneficial owners. This Agreement is the legal, valid and binding agreement of Purchaser, enforceable against Purchaser in accordance with its terms. SECTION 4.5 NON-CONTRAVENTION. The execution, delivery and performance of this Agreement by Purchaser and the consummation of any of the transactions contemplated hereby by Purchaser will not (a) conflict with or result in a breach of any of the terms and provisions of, or constitute a default (or an event which with notice or lapse of time, or both, would constitute a default) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of Purchaser pursuant to any agreement, instrument, franchise, license or permit to which Purchaser is a party or by which any of its properties or assets may be bound or (b) violate or conflict with any judgment, decree, order, statute, rule or regulation of any court or any public, governmental or regulatory agency or body applicable to Purchaser or any of its properties or assets, other than such breaches, defaults or violations that are not reasonably expected to impair the ability of Purchaser to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement by Purchaser and the consummation of the transactions contemplated hereby by Purchaser do not and will not violate or conflict with any provision of the organizational documents of Purchaser, as currently in effect. Except for filings under the HSR Act, no consent, approval, authorization, order, registration, filing, qualification, license or permit of or with any court or any government agency or body applicable to Purchaser is required for the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby. SECTION 4.6 TITLE TO THE NOTES. Upon consummation of the transactions contemplated by the Note Purchase Agreement, the Purchasers will have good and valid title to the Notes to be surrendered to the Company hereunder, free and clear of all liens, encumbrances, equities or claims; and, upon delivery of the Notes to the Company, good and valid title to the Notes, free and clear of all liens, encumbrances, equities or claims, will pass to the Company, assuming that the Company is acquiring the Notes in good faith and without notice of any "adverse claims" within the meaning of Article 8 of the Uniform Commercial Code. ARTICLE V CONDITIONS TO THE OBLIGATIONS OF THE PARTIES A. OBLIGATIONS OF THE PURCHASERS SECTION 5.1 GENERAL CONDITIONS TO OBLIGATIONS OF THE PURCHASERS. The obligation of each of the Purchasers to consummate the transactions contemplated herein is subject to the accuracy of the representations and warranties of the Company herein contained, as of the date hereof and as of the Closing Date, and to the performance in all material respects by the Company of its obligations hereunder (including the covenants contained in Article VI of this Agreement). SECTION 5.2 REGISTRATION RIGHTS AGREEMENT. The obligation of each of the Purchasers to consummate the transactions contemplated herein is subject to the Registration Rights Agreement continuing to be in full force and effect. SECTION 5.3 OFFICERS' CERTIFICATES. The obligation of each of the Purchasers to consummate the transactions contemplated herein is subject to each of the Purchasers at the Closing Date receiving a certificate of the Chief Executive Officer and Chief Financial Officer of the Company, dated the Closing Date, to the effect that (i) as of the date hereof and as of the Closing Date, the representations and warranties of the Company set forth in Article III hereof are accurate and (ii) as of the Closing Date, the obligations of the Company to be performed hereunder on or prior to the Closing Date have been duly performed in all material respects. SECTION 5.4 OPINIONS. The obligation of each of the Purchasers to consummate the transactions contemplated herein is subject to each of the Purchasers receiving at the Closing Date the opinion of Neal S. Winneg, General Counsel for the Company, to the effect of the matters set forth in Exhibit C and the opinion of Hale and Dorr LLP, special counsel for the Company, to the effect of the matters set forth in Exhibit D. SECTION 5.5 CERTIFICATE OF DESIGNATION. The obligation of each of the Purchasers to consummate the transactions contemplated herein is subject to the Certificate of Designation attached hereto as Exhibit A being duly adopted by the Company and filed with the Secretary of State of the State of Delaware. SECTION 5.6 MATERIAL ADVERSE EFFECT. The obligation of each of the Purchasers to consummate the transactions contemplated herein is subject to there being since the date of the last balance sheet presented in the Second Quarter 10-Q no fact or condition which would have, or insofar as reasonably can be foreseen could have, a material adverse effect on the business, properties, prospects, operations, condition (financial or other) or results of operations of the Company and its Subsidiaries taken as a whole; provided, that a decline in the trading price of the Common Stock shall not be deemed to be such a material adverse effect if such decline is not attributable to a material adverse change in the business, properties, prospects, operations, condition (financial or other) or results of operations of the Company and its subsidiaries taken as a whole. SECTION 5.7 [Intentionally Left Blank]. B. OBLIGATIONS OF THE COMPANY SECTION 5.8 GENERAL CONDITIONS TO THE OBLIGATIONS OF THE COMPANY. The obligation of the Company to sell the Shares to each of the Purchasers shall be subject to the accuracy of the representations and warranties of each of the Purchasers herein contained except to the extent any inaccuracies do not materially impair the ability of the Purchasers to consummate the transaction contemplated by the Agreement, as of the date hereof and as of the Closing Date, and to the performance in all material respects by each of the Purchasers of its obligations hereunder. C. OBLIGATIONS OF EACH OF THE COMPANY AND THE PURCHASERS SECTION 5.9 NO INJUNCTION. The obligations of each of the Company and the Purchasers to consummate the transactions contemplated herein are subject to the condition that no temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction prohibiting or preventing consummation of the transactions contemplated herein shall be in effect. SECTION 5.10 HSR WAITING PERIOD. The obligations of each of the Company and the Purchasers to consummate the transactions contemplated herein are subject to the condition of the expiration or early termination of the application waiting periods under the HSR. SECTION 5.11 SHAREHOLDER APPROVAL. The obligations of each of the Company and the Purchasers to consummate the transactions contemplated herein are subject to the approval of the issuance of the Shares, the Other Shares and the shares of Common Stock issuable upon conversion of the Shares and the Other Shares by the Company's stockholders in accordance with the requirements of the New York Stock Exchange ("NYSE"). SECTION 5.12 RECEIPT OF CONSENTS. The obligation of each of the Company and the Purchasers to consummate the transactions contemplated by this Agreement are subject to the receipt by the Company of all governmental or third-party consents shown in Section 5.12 of the Disclosure Letter the transactions. ARTICLE VI COVENANTS OF THE COMPANY As an inducement to the Purchasers to enter into this Agreement and to consummate the transactions contemplated hereby, the Company hereby covenants with each of the Purchasers as follows: SECTION 6.1 REPORTING. The Company will, so long as the Shares or the shares of Common Stock issuable upon conversion thereof are outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, file reports and other information with the Commission under Section 13 or 15 (d) of the Exchange Act. SECTION 6.2 PAYMENT OF EXPENSES. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company hereby agrees to pay (i) all costs and expenses incident to the performance of the obligations of the Company hereunder, including those in connection with (a) the issuance, transfer and delivery of the Shares or the shares of Common Stock issuable upon conversion thereof to each of the Purchasers, including any transfer or similar taxes payable therein, (b) the qualification of Shares or the shares of Common Stock issuable upon conversion thereof under state or foreign securities or Blue Sky laws, (c) the cost of printing the Shares or the shares of Common Stock issuable upon conversion thereof and (d) the cost and charges of any transfer agent, registrar, trustee or fiscal paying agent and to promptly pay (ii) all documented out-of-pocket costs and expenses, including attorneys', accountants' and consultants' fees, incurred by each of the Purchasers in connection with the negotiation and consummation of this Agreement, the Note Purchase Agreement, the Registration Rights Agreement and the transactions contemplated thereby up to $800,000 in the aggregate for all Purchasers and Other Purchasers under this Section 6.2 and Section 6.2 of the Other Purchase Agreements. SECTION 6.3 INSPECTION. Prior to and following the Closing, the Company will permit each of the Purchasers and their representatives to visit and inspect any of the Company's properties, to examine its books and records and to make copies and to take extracts therefrom, and to discuss its business affairs and finances with its officers and key employees, all at such reasonable times as the Purchasers may request. SECTION 6.4 AVAILABILITY OF COMMON STOCK. The Company shall at all times reserve and keep available out of its authorized but unissued Common Stock, for the purpose of effecting the conversion of the Shares, the full number of shares of Common Stock then issuable upon the conversion of the Shares. The Company will, from time to time, in accordance with the laws of the State of Delaware, increase the authorized amount of Common Stock if at any time the number of shares of Common Stock remaining unissued and available for issuance shall be insufficient to permit conversion of the Shares. SECTION 6.5 TRANSACTION FEE. Upon the execution of this Agreement, the Company shall pay the Purchasers an aggregate fee equal to $140,000. On the Closing Date, the Company shall pay the Purchasers an additional aggregate fee equal to $280,000. SECTION 6.6 FLEET BANK CONSENT. The Company will use its best efforts to obtain the consent of Fleet Bank of Massachusetts, N.A. referred to in Section 5.12 of the Disclosure Letter, within 10 days after the date hereof. SECTION 6.7 PROXY STATEMENTS; STOCKHOLDER APPROVALS. The Company acting through the Board of Directors, shall, in accordance with applicable law and its Certificate of Incorporation and By-Laws: (a) promptly and duly call, give notice of, convene and hold as soon as practicable following the clearance of the proxy statement to be issued in connection with the transactions contemplated herein (the "Proxy Statement") with the SEC, but in no event later than the Closing Date, a meeting of its stockholders for the purpose of voting to approve the issuance of the Shares and the shares of Common Stock issuable upon conversion thereof and shall use its best efforts, except to the extent the Board of Directors determines in good faith, after consultation with outside counsel, that contrary action is required by the Board of Directors' fiduciary duties under applicable law, to obtain stockholder approval; (b) except to the extent the Board of Directors determines in good faith, after consultation with outside counsel, that contrary action is required by the Board of Directors' fiduciary duties under applicable law, recommend approval of the issuance of the Shares and the shares of Common Stock issuable upon conversion thereof, and include in the Proxy Statement such recommendation, and take all lawful action to solicit such approvals; and (c) as promptly as practicable following the signing of this Agreement, prepare and file with the SEC a preliminary Proxy Statement and respond to any comments of the SEC with respect to the preliminary Proxy Statement and cause the definitive Proxy Statement to be mailed to its stockholders. SECTION 6.8 ELECTION TO BOARD OF DIRECTORS OF THE COMPANY. Simultaneously with the Closing, the Company shall (a) take all actions necessary to ensure that one representative of each of the following Purchaser groups is appointed to the Board of Directors promptly after the consummation of the transactions contemplated herein: (i) Thomas H. Lee Equity Fund III, L.P., Thomas H. Lee Foreign Fund III, L.P., Thomas H. Lee Company and affiliates (collectively, the "Lee Purchaser Group"); (ii) Bain Capital Fund V, L.P., Bain Capital Fund V-B, L.P., BCIP Associates, L.P., BCIP Trust Associates, L.P. and affiliates (collectively, the "Bain Purchaser Group"); and (iii) Centre Capital Investors II, L.P., Centre Capital Tax-Exempt Investors II, L.P., Centre Capital Offshore Investors II, L.P., State Board of Administration of Florida, Centre Parallel Management Partners, L.P., Centre Partners Coinvestment, L.P. and affiliates (collectively, the "Centre Purchaser Group"); (b) use best efforts to cause each of the directors appointed in accordance with subsection (a) hereof and the representative of the Thomas H. Lee Company currently serving on the Board of Directors (and any successor nominees thereof) (collectively, the "Purchasers' Representatives") to be renominated and reelected when their initial and any subsequent term expires, (c) use best efforts to cause the election of two nominees from the four Purchasers' Representatives to each of the executive, compensation and audit committees of the Board of Directors, in each case except to the extent the Board of Directors determines in good faith, after consultation with outside counsel, that contrary action is required by the Board of Directors' fiduciary duties under applicable law; provided, however that if (i) the Lee Purchaser Group, in the aggregate, holds less than 40% or 20% of the Shares initially owned by the Lee Purchaser Group (or if any of such Shares have been converted and after making appropriate adjustment for any stock dividend, split-up, recapitalization, rights, merger or other change in the corporate or capital structure of the Company (a "Restructuring"), shares of Common Stock and shares of Common Stock issuable upon conversion of the Shares representing less than 40% or 20% of the Common Stock originally issuable upon conversion of the Shares), the Lee Purchaser Group shall only be entitled to nominate one or no such nominees to the Board of Directors, respectively; (ii) the Bain Purchaser Group holds less than 40% of the Shares initially owned by the Bain Purchaser Group (or if any of such Shares have been converted and after making appropriate adjustment for any Restructuring, shares of Common Stock and Shares of Common Stock issuable upon conversion of the Shares representing less than 40% of the Common Stock originally issuable upon conversion of the Shares), the Bain Purchaser Group shall not be entitled to nominate any nominees to the Board of Directors; and (iii) the Centre Purchaser Group holds less than 40% of the Shares initially owned by the Centre Purchaser Group (or if any of such Shares have been converted and after making appropriate adjustment for any Restructuring, shares of Common Stock and shares of Common Stock issuable upon conversion of the Shares representing less than 40% of the Common Stock originally issuable upon conversion of the Shares), the Centre Purchaser Group shall not be entitled to nominate any nominees to the Board of Directors; and provided, further that (i) if at any time there are only two Purchasers' Representatives serving on the Board of Directors, the Company will use its best efforts to cause the election of only one of such Purchasers' Representatives to each of the executive, compensation and audit committee and (ii) if at any time there is only one Purchasers' Representative serving on the Board of Directors, the Company is not obligated to use its best efforts to cause the election of such Purchasers' Representative to any of the committees. Each of the Purchasers and the Other Purchasers will designate the representatives who will sit on the executive, compensation and audit committees of the Board of Directors based on a vote of a majority in interest of the Purchasers and the Other Purchasers. SECTION 6.9 NO GENERAL SOLICITATION. None of the Company, its affiliates (as defined in Rule 501(b) of the Securities Act) or any person acting on their behalf will solicit any offer to buy or offer or sell the Shares by means of any form or general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act that would require the registration of the Shares under the Securities Act. ARTICLE VII COVENANTS OF THE PURCHASERS SECTION 7.1 CERTAIN RESTRICTIONS. (a) Each of the Purchasers covenants with the Company that, without the consent of the Company, for a period commencing on the date hereof and continuing through the fifth anniversary of the date hereof, none of the Purchasers, singly or as part of a group, directly or indirectly, through one or more intermediaries or otherwise, will: (i) purchase or acquire, or offer, propose or agree to purchase or acquire, directly or indirectly, any of the Common Stock (other than by conversion of any of the Shares), any option, warrant or other right to acquire, directly or indirectly, any Common Stock or any securities which are convertible into or exchangeable or exercisable for Common Stock (other than the exercise of options under the Stock Option Agreement dated the date hereof; provided, however, that notwithstanding anything to the contrary contained herein, the foregoing restriction shall not be deemed to be violated or applicable if a Purchaser is not otherwise in breach of this Agreement and (A) the amount of the outstanding Common Stock beneficially owned, in the aggregate, by such Purchaser is increased as a result of any stock dividend, stock split, split-up, recapitalization, merger or other change in the corporate or capital structure of the Company or any other action taken solely by the Company or (B) the Company breaches its obligations under Section 6.8 hereof; and provided, further, that at any time when the percentage of the outstanding Common Stock owned by a Purchaser on a fully diluted basis is less than the percentage of the outstanding Common Stock owned by such Purchaser on a fully diluted basis on the Closing Date (the "Maximum Amount") such Purchaser may purchase additional shares of Common Stock up to the Maximum Amount; (ii) solicit, or encourage any other person to solicit, "proxies" or become a "participant" or otherwise engage in any "solicitation" (as such terms are defined or used in Regulation 14A under the Exchange Act) in opposition to a recommendation of a majority of the directors of the Company with respect to any matter; seek to advise or influence any person (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the voting of any securities of the Company; or execute any written consent in lieu of a meeting of holders of securities of the Company or any class thereof; (iii) initiate, propose or otherwise solicit stockholders for the approval of one or more stockholder proposals with respect to the Company, as described in Rule 14a-8 under the Exchange Act; (iv) except as results from the Purchase Agreements or from arrangements among the Purchasers and the Other Purchasers, directly or indirectly participate in or encourage the formation of any "group" (within the meaning of Section 13(d)(3) of the Exchange Act) owning or seeking to acquire beneficial ownership of securities of the Company or affect control of the Company; (v) except as results from the Purchase Agreements or from arrangements among the Purchasers and the Other Purchasers, otherwise act, directly or indirectly, alone or in concert with others, to seek to control or influence in any manner the management, business, operations, board of directors, policies or affairs of the Company, or propose or seek to effect any form of business combination transaction with the Company or any affiliate thereof or any restructuring, recapitalization or other similar transaction with respect to the Company; or (vi) (a) encourage any person, firm, corporation, group or other entity to engage in any of the actions covered by clauses (i) through (v) of this Section 7.1 or make any public arrangement (or make other communication with or to the Company or otherwise which, in the opinion of counsel to the Company, would require public announcement) with respect to any matter set forth in clause (i) through (v) of this Section 7.1; provided, however, that actions taken by any representative of the Purchaser on the Board of Directors of the Company, acting in his or her capacity as such a director, shall not violate this Section 7.1. (b) No Purchaser shall, without the Company's consent, sell, transfer, effect a short sale of, grant any option for the purchase of, or loan any Shares or Common Stock for a period of 18 months from the date of issuance of the Shares except to an affiliate or the Other Purchasers or an affiliate thereof; provided that this restriction on each Purchaser's ability to sell or transfer any Shares will cease to apply upon a conversion of the Shares pursuant to Section 8.10.1 of the Certificate of Designation; provided further, that each Purchaser may sell its Shares or Common Stock in any tender offer or exchange offer made for any Company securities. ARTICLE VIII RESTRICTIONS ON TRANSFERABILITY OF SECURITIES SECTION 8.1 RESTRICTIVE LEGEND. Each certificate representing (a) the Shares, (b) shares of the Common Stock issuable upon conversion of any Shares, and (c) any other securities issued in respect of the Shares or Common Stock issued upon conversion of any Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event (each of the foregoing securities in (a) through (c) being referred to herein as "Restricted Securities"), shall (unless otherwise permitted by the provisions of Section 8.2 below) be stamped or otherwise imprinted with a legend substantially in the following form (in addition to the legend required under any applicable state securities laws): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATIONS OR EXEMPTIONS THEREFROM UNDER SAID ACT OR LAWS. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY. The Company will promptly, upon request, remove any such legend when no longer required by the terms of this Agreement or by applicable law. SECTION 8.2 NOTICE OF PROPOSED TRANSFERS. Prior to any proposed transfer of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transfer, the Purchaser proposing such a transfer shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner and circumstances of the proposed transfer in sufficient detail, and shall be accompanied by either (a) a written opinion of legal counsel (who shall be reasonably satisfactory to the Company) addressed to the Company to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act or (b) a "no action" letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon, in each case, such Purchaser shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by such Purchaser to the Company. Unless there is in effect a registration statement under the Securities Act covering the proposed transfer, each certificate evidencing the Restricted Securities transferred as herein provided shall bear the appropriate restrictive legend set forth in Section 8.1 above except that such certificate shall not bear such restrictive legend if, (i) in the opinion of counsel for such Purchaser, such legend is not required in order to establish compliance with any provisions of the Securities Act, (ii) a period of at least one year has elapsed since the later of the date the Restricted Securities were acquired from the Company or from an affiliate of the Company, and such Purchaser represents to the Company that it is not an affiliate of the Company and has not been an affiliate during the preceding three months and shall not become an affiliate of the Company without resubmitting the Restricted Securities for reimposition of the legend, or (iii) the restricted Securities have been sold pursuant to Rule 144(k) and the certificate is accompanied by a representation by such Purchaser that it is not an affiliate of the Company, has not been an affiliate during the three-month period prior to the sale and has held the Restricted Securities for more than two years. ARTICLE IX TERMINATION Notwithstanding anything contained herein to the contrary, this Agreement may be terminated at any time prior to the Closing Date: (a) by the mutual written consent of the Purchasers and the Company; (b) by any Purchaser or the Company if the Closing has not occurred on or before six months from the date hereof and this Agreement has not previously been terminated; provided, however, that the right to terminate the Agreement under this Section 9(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (c) by any Purchaser or the Company if any of the Other Purchase Agreements or the Note Purchase Agreement are terminated; or (d) by any Purchaser 10 days after the Company's shareholders, at a duly held meeting at which such shareholders vote on the issuance of the Preferred Stock to the Purchasers or the Other Purchasers, fail to approve such issuance. In the event that this Agreement shall be terminated pursuant to this Article IX, all further obligations of the parties under this Agreement other than the obligations set forth in Article X and Sections 6.2, 6.5 and 11.10 shall be terminated without further liability of any party to any other party, provided that nothing herein shall relieve any party from liability for its willful breach of this Agreement. ARTICLE X INDEMNIFICATION SECTION 10.1 INDEMNIFICATION. The Company hereby agrees to indemnify, defend and hold harmless each Purchaser from and against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses (collectively, "Claims"), including without limitation, interest, penalties and attorneys' fees and expenses, asserted against, resulting to, or imposed upon or incurred by such Purchaser directly or indirectly, in connection with the transactions contemplated hereby. SECTION 10.2 TERMS OF INDEMNIFICATION. The obligations and liabilities of the Company with respect to Claims by third parties will be subject to the following terms and conditions: (a) a Purchaser will give the Company prompt notice of any Claims asserted against, resulting to, imposed upon or incurred by a Purchaser, directly or indirectly, and the Company will undertake the defense thereof by representatives of their own choosing which are reasonably satisfactory to such Purchaser; provided that the failure of any Purchaser to give notice as provided in this Section 10.2 shall not relieve the Company of its obligations under this Article X, except to the extent that such failure has materially and adversely affected the rights of the Company; (b) if within a reasonable time after notice of any Claim, the Company fails to defend, such Purchaser will have the right to undertake the defense, compromise or settlement of such Claims on behalf of and for the account and at the risk of the Company, subject to the right of the Company to assume the defense of such Claim at any time prior to settlement, compromise or final determination thereof; (c) if there is a reasonable probability that a Claim may materially and adversely affect a Purchaser other than as a result of money damages or other money payments, such Purchaser will have the right at its own expense to defend (provided that the indemnifying party shall continue to control the defense and the indemnified party shall have the right to participate in such defense), or co-defend, such Claim; (d) the Company on one hand and the Purchasers on the other will not, without the prior written consent of the other, settle or compromise any Claim or consent to entry of any judgment relating to any such Claim; (e) with respect to any Claims asserted against a Purchaser, such Purchaser will have the right to employ one counsel of its choice in each applicable jurisdiction (if more than one jurisdiction is involved) to represent such Purchaser if, in such Purchaser's reasonable judgment, a conflict of interest between such Purchaser and the indemnifying party exists in respect of such Claims, and in that event the fees and expenses of such separate counsel shall be paid by such indemnifying party; (f) the Company will provide each Purchaser reasonable access to all records and documents of the Company relating to any Claim; and (g) any Claim, in so far as it is related to any of the representations and warranties of the Company contained in this Agreement, must be made within one year of the Closing Date. ARTICLE XI MISCELLANEOUS SECTION 11.1 GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to the conflict of laws rules thereof. SECTION 11.2 SURVIVAL. All representations and warranties, covenants and agreements of the Company and any Purchaser contained in this Agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Purchaser or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and such representations and warranties shall survive for a period of one year from the Closing Date hereof. SECTION 11.3 SUCCESSORS AND ASSIGNS. Except as otherwise provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors and permitted assigns of the parties hereto. No assignment of this Agreement may be made by either party at any time, whether or not by operation of law, without the other party's prior written consent, except that each Purchaser may assign any of its rights hereunder to an affiliate of such Purchaser or to the Other Purchasers or any of their affiliates without the Company's consent provided that such affiliate expressly assumes in writing all of the purchaser's obligations hereunder, and provided that such assignment shall not relieve the assigning Purchaser of its obligations hereunder. SECTION 11.4 ENTIRE AGREEMENT; AMENDMENT. This Agreement and the Transaction Documents constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof provided that the Confidentiality Agreement between the Purchasers and the Company dated April 18, 1997 shall remain in effect. Except as expressly provided herein, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge or termination is sought. SECTION 11.5 NOTICES, ETC. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail (registered or certified, return receipt requested), telex, telecopier or courier guaranteeing overnight delivery, addressed (a) if to the Purchasers to Bain Capital, Inc. at Two Copley Place, Boston, Massachusetts 02116, Attention: Mark Nunnelly, or at such other addresses as shall have been furnished to the Company with a copy to Louis A. Goodman of Skadden, Arps, Slate, Meagher & Flom LLP at One Beacon Street, Boston, Massachusetts 02108 and (b) if to the Company, at One Athenaeum Street, Cambridge, Massachusetts 02142, Attention: Mr. Neal S. Winneg, or at such other address as the Company shall have furnished to the Purchaser in writing with a copy to Mark G. Borden at Hale and Dorr LLP, 60 State Street, Boston, Massachusetts 02109. All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five business days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt is acknowledged, if telecopied; and on the next business day, if timely delivered to a courier guaranteeing overnight delivery. SECTION 11.6 DELAYS OR OMISSIONS. Except as expressly provided herein, no delay or omission to exercise any right, power or remedy accruing to the Company or any of the Purchasers upon any breach or default of any party under this Agreement, shall impair any such right, power or remedy of the Company or any of the Purchasers nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of the Company or any of the Purchasers of any breach or default under this Agreement, or any waiver on the part of any such party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to the Company or any of the Purchasers, shall be cumulative and not alternative. SECTION 11.7 COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which may be executed by only one of the parties hereto, each of which shall be enforceable against the party actually executing such counterpart, and all of which together shall constitute one instrument. SECTION 11.8 SEVERABILITY. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provisions; provided that no such severability shall be effective if it materially changes the economic benefit of this Agreement to any party. SECTION 11.9 TITLES AND SUBTITLES. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. SECTION 11.10 NO PUBLIC ANNOUNCEMENT. Neither the Company nor any of the Purchasers shall make any press release or other public announcement concerning the transactions contemplated by this Agreement except as and to the extent that any such party shall be obligated to make any such disclosure by law or by the NYSE and then only after consultation with the other regarding the basis of such obligation and the content of such press release or other public announcement or as the parties shall mutually agree. SECTION 11.11 REASONABLE EFFORTS. The Company and the Purchasers shall use all reasonable efforts to consummate the transactions contemplated by this Agreement, the Other Purchase Agreements and the Note Purchase Agreement. SECTION 11.12 DISTRIBUTIONS AND ADJUSTMENTS. If from July 5, 1997 through the Closing Date the Company shall have taken any action which would entitle the holders of Preferred Stock to a distribution or adjustment in accordance with the Certificate of Designation if the Preferred Stock were then outstanding, then the consideration to be received by the Purchasers hereunder shall be appropriately adjusted. IN WITNESS WHEREOF, each of the undersigned has caused the foregoing Agreement to be executed under seal by one of its duly authorized officers as of the date first above written. THE LEARNING COMPANY, INC By /s/ R. Scott Murray ----------------------------------- Name: R. Scott Murray Title: Executive Vice President and Chief Financial Officer BAIN CAPITAL FUND V, L.P. By: Bain Capital Partners V, L.P., as General Partner By: Bain Capital Investors V, Inc., as General Partner By: /s/ Mark E. Nunnelly -------------------------------- Name: Mark E. Nunnelly Title: Managing Director BAIN CAPITAL FUND V-B, L.P. By: Bain Capital Partners V, L.P., as General Partner By: Bain Capital Investors V, Inc., as General Partner By: /s/ Mark E. Nunnelly -------------------------------- Name: Mark E. Nunnelly Title: Managing Director BCIP ASSOCIATES, L.P. By: /s/ Mark E. Nunnelly -------------------------------- Name: Mark E. Nunnelly Title: General Partner BCIP TRUST ASSOCIATES, L.P. By: /s/ Mark E. Nunnelly -------------------------------- Name: Mark E. Nunnelly Title: Managing Director Amendment to Securities Purchase Agreement Amendment dated as of September 16, 1997 to Securities Purchase Agreement dated as of August 26, 1997 (the "Agreement") between The Learning Company, Inc., a Delaware corporation (the "Company") and each of the Purchasers listed on the signature page hereto (individually, a "Purchaser" and collectively, the "Purchasers"). For valuable consideration, receipt of which is hereby acknowledged, the parties hereto hereby agree that Section 8.4 of the Certificate of Designation of Series A Convertible Participating Preferred Stock setting forth the powers, preferences, rights, qualifications, limitations and restrictions of such series of Preferred Stock, attached as Exhibit A to the Agreement, is hereby amended to read in its entirety as follows: "Section 8.4 Conversion Price. The initial conversion price shall be the lower of (i) $10.00 or (ii) the weighted average (based on daily trading volumes of the Common Stock on the New York Stock Exchange) of the Closing Prices of the Common Stock for the period of the 30 consecutive Trading Days immediately preceding the Trading Day which is three Trading Days before the date on which the proxy statement is sent to the Company's stockholders with respect to the approval of the Company's stockholders with respect to the approval of the issuance of the Series A Preferred Stock (herein called the "Conversion Price") subject to adjustment as provided in this Section 8." In all other respects, the Agreement shall remain in full force and effect. Executed as of September 16, 1997. THE LEARNING COMPANY, INC. By: /s/ R. Scott Murray ----------------------------------- Name: R. Scott Murray Title: Executive Vice President and Chief Financial Officer PURCHASERS: BAIN CAPITAL FUND V, L.P. By: Bain Capital Partners V, L.P., as General Partner By: Bain Capital Investors V, Inc., as General Partner By: /s/ Mark E. Nunnelly ----------------------------------- Name: Mark E. Nunnelly Title: Managing Director BAIN CAPITAL FUND V-B L.P. By: Bain Capital Partners V, L.P., as General Partner By: Bain Capital Investors V, Inc., as General Partner By: /s/ Mark E. Nunnelly ----------------------------------- Name: Mark E. Nunnelly Title: Managing Director BCIP ASSOCIATES, L.P. By: /s/ Mark E. Nunnelly ----------------------------------- Name: Mark E. Nunnelly Title: General Partner BCIP TRUST ASSOCIATES, L.P. By: /s/ Mark E. Nunnelly ----------------------------------- Name: Mark E. Nunnelly Title: Managing Director EX-99 5 EXHIBIT B-3 - SECURITIES PURCHASE AGREEMENT EXHIBIT B-3 SECURITIES PURCHASE AGREEMENT Between THE PURCHASERS NAMED HEREIN and THE LEARNING COMPANY, INC., as Issuer Dated as of August 26, 1997 Series A Convertible Participating Preferred Stock TABLE OF CONTENTS Page ARTICLE I AUTHORIZATION AND SALE OF SHARES................................ 1 Section 1.1 Authorization................................ 1 Section 1.2 Issuance and Sale of Shares.................. 1 ARTICLE II CLOSING...................................... 2 Section 2.1 Closing Date................................. 2 Section 2.2 Further Assurances........................... 3 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY.................... 3 Section 3.1 SEC Reports.................................. 3 Section 3.2 Accountants.................................. 4 Section 3.3 Financial Statements......................... 4 Section 3.4 Absence of Certain Changes................... 4 Section 3.5 Authority.................................... 5 Section 3.6 Non-Contravention............................ 5 Section 3.7 Capitalization............................... 6 Section 3.8 Subsidiaries................................. 6 Section 3.9 Actions...................................... 7 Section 3.10 Investment Company Act....................... 7 Section 3.11 Reporting.................................... 7 Section 3.12 Registration and Qualification............... 7 Section 3.13 No Liabilities............................... 7 Section 3.14 No Defaults.................................. 8 Section 3.15 Violations of Law............................ 8 Section 3.16 Enforceability of Agreement.................. 8 Section 3.17 The Capital Stock............................ 8 Section 3.18 Properties................................... 9 Section 3.19 Intellectual Property........................ 10 Section 3.20 Taxes........................................ 10 Section 3.21 Insurance.................................... 10 Section 3.22 Certain Payments............................. 10 Section 3.23 Delaware General Corporation Law Section 203. 10 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS.................. 11 Section 4.1 Investment................................... 11 Section 4.2 Rule 144..................................... 11 Section 4.3 Organization of Purchaser.................... 11 Section 4.4 Authority of Purchaser....................... 12 Section 4.5 Non-Contravention............................ 12 Section 4.6 Title of the Notes........................... 12 ARTICLE V CONDITIONS TO THE OBLIGATIONS OF THE PARTIES.................... 13 Section 5.1 General Conditions to Obligations of the Purchasers............................... 13 Section 5.2 Registration Rights Agreement................ 13 Section 5.3 Officers' Certificates....................... 13 Section 5.4 Opinions..................................... 13 Section 5.5 Certificate of Designation................... 14 Section 5.6 Material Adverse Effect...................... 14 Section 5.7 [Intentionally Left Blank]................... 14 Section 5.8 General Conditions to the Obligations of the Company............................... 14 Section 5.9 No Injunction................................ 14 Section 5.10 HSR Waiting Period........................... 15 Section 5.11 Shareholder Approval......................... 15 Section 5.12 Receipt of Consents.......................... 15 ARTICLE VI COVENANTS OF THE COMPANY.................................... 15 Section 6.1 Reporting.................................... 15 Section 6.2 Payment of Expenses.......................... 15 Section 6.3 Inspection................................... 16 Section 6.4 Availability of Common Stock................. 16 Section 6.5 Transaction Fee.............................. 16 Section 6.6 Fleet Bank Consent........................... 16 Section 6.7 Proxy Statements; Stockholder Approvals...... 16 Section 6.8 Election to Board of Directors of the Company...................................... 17 Section 6.9 No General Solicitation...................... 19 ARTICLE VII COVENANTS OF THE PURCHASERS.................................... 19 Section 7.1 Certain Restrictions......................... 19 ARTICLE VIII RESTRICTIONS ON TRANSFERABILITY OF SECURITIES.................... 21 Section 8.1 Restrictive Legend........................... 21 Section 8.2 Notice of Proposed Transfers................. 22 ARTICLE IX TERMINATION.......................................... 23 ARTICLE X INDEMNIFICATION........................................ 23 Section 10.1 Indemnification.............................. 23 Section 10.2 Terms of Indemnification..................... 24 ARTICLE XI MISCELLANEOUS......................................... 25 Section 11.1 Governing Law................................ 25 Section 11.2 Survival..................................... 25 Section 11.3 Successors and Assigns....................... 25 Section 11.4 Entire Agreement; Amendment.................. 26 Section 11.5 Notices, Etc................................. 26 Section 11.6 Delays or Omissions.......................... 26 Section 11.7 Counterparts................................. 27 Section 11.8 Severability................................. 27 Section 11.9 Titles and Subtitles......................... 27 Section 11.10 No Public Announcement....................... 27 Section 11.11 Reasonable Efforts........................... 27 Section 11.12 Distributions and Adjustments................ 27 Exhibits Exhibit A - Certificate of Designation Exhibit B - Registration Rights Agreement Exhibit C - Opinion of Counsel for the Company Exhibit D - Opinion of Hale and Dorr LLP SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this "Agreement") is made as of August 26, 1997 between The Learning Company, Inc., a Delaware corporation (the "Company"), and each of the Purchasers listed on the signature pages hereto (individually, a "Purchaser" and collectively, the "Purchasers"). The Company is simultaneously entering into securities purchase agreements (the "Other Purchase Agreements" and, together with this Agreement, the "Purchase Agreements") with affiliates of Thomas H. Lee Company and Bain Capital, Inc. (together, the "Other Purchasers") dated the date hereof. The Purchase Agreements provide, subject to the terms and conditions thereof, for the purchase by the Purchasers and the Other Purchasers of an aggregate of 750,000 shares of Series A Convertible Participating Preferred Stock, par value $.01 per share, of the Company having the terms set forth in the Certificate of Designation (the "Certificate of Designation") attached hereto as Exhibit A (the "Preferred Stock") in exchange for the surrender of the Company's 5 1/2% Senior Convertible/Exchangeable Notes due 2000 (the "Notes") in an aggregate principal amount of $150,000,000 then to be held by the Purchasers and the Other Purchasers. In consideration of the mutual covenants, agreements, representations and warranties herein set forth, it is hereby agreed between the Company and the Purchasers as follows: ARTICLE I AUTHORIZATION AND SALE OF SHARES SECTION 1.1 AUTHORIZATION. Subject to the obtaining of any requisite stockholder approval referred to in Section 5.11, the Company has heretofore authorized the issuance and sale to the Purchasers pursuant to this Agreement of an aggregate of 121,951 shares of the Preferred Stock (the "Shares") and to the Other Purchasers pursuant to the Other Purchase Agreements of an aggregate of 628,049 shares of Preferred Stock (the "Other Shares"). SECTION 1.2 ISSUANCE AND SALE OF SHARES. Upon the terms and subject to the conditions set forth herein, on the Closing Date (as defined below), (a) the Company will issue and sell to the Purchasers and, in reliance on the representations and warranties of the Company contained herein, the Purchasers will purchase from the Company the Shares in exchange for Notes in an aggregate principal amount of $24,390,200 then to be held by the Purchasers delivered free and clear of all liens, encumbrances, equities or claims and (b) the Company will make a cash payment to the Purchasers by wire transfer of immediately available funds in an amount equal to the interest accrued on the Notes sold to the Company by the Purchasers from the last interest payment date on the Notes up to and including the Closing Date (as defined below). ARTICLE II CLOSING SECTION 2.1 CLOSING DATE. The closing (the "Closing") of the purchase and sale of the Shares contemplated hereby shall take place on such date and at such time as agreed to by the Company and the Purchasers but in no event later than three business days following the date upon which all of the conditions set forth in Article V and all the conditions to closing in the Note Purchase Agreement (as defined below) are satisfied or waived (the date of the Closing is hereinafter referred to as the "Closing Date"). The Closing shall be held at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, One Beacon Street, Boston, Massachusetts, or at such other place as agreed to by the Company and the Purchasers. The Closing shall occur simultaneously with the closing of the transactions contemplated by the Other Purchase Agreements and the Securities Purchase Agreement among Tribune Company, the Purchasers and the Other Purchasers dated the date hereof (the "Note Purchase Agreement") and the closing of each shall be conditioned on the closing of the others. Delivery of the Shares to be purchased by the Purchasers pursuant to this Agreement shall be made at the Closing by the Company delivering to each Purchaser, against payment of the purchase price therefor, one certificate representing the appropriate number of Shares (registered in the name of such Purchaser or such other person which shall be an affiliate of such Purchaser or a nominee of such Purchaser or such affiliate as such Purchaser may have designated in writing to the Company at least one business day prior to the Closing Day), unless at least two business days prior to the Closing Date such Purchaser shall have requested that the Company deliver more than one certificate representing the Shares, in which event the Company will deliver to each Purchaser the number of certifi- cates so requested, registered in such name or names specified in such request (subject to the foregoing limitation). Payment of the purchase price for the Shares to be purchased hereunder shall be made by the Purchaser by delivery of Notes in the aggregate principal amount of $24,390,200 to the Company duly endorsed for transfer to the Company with all signatures guaranteed by stock powers or other evidence of transfer reasonably acceptable to the Company. SECTION 2.2 FURTHER ASSURANCES. From time to time following the Closing, upon the request of any Purchaser, the Company shall execute and deliver, or cause to be executed and delivered, to such Purchaser such other instruments and take such other action as may be reasonably necessary to more effectively vest in such Purchaser and put the Purchaser in possession of the shares of common stock par value $.01 per share, of the Company (the "Common Stock") issuable upon conversion of the Shares. The Company shall cooperate with the Purchasers in obtaining as soon as practicable all necessary governmental consents and approvals, including approvals under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"). ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY As an inducement to the Purchasers to enter into this Agreement and to consummate the transactions contemplated hereby, the Company represents and warrants to each of the Purchasers as follows: SECTION 3.1 SEC REPORTS. The Company has filed all documents required to be filed since January 1, 1995 with the Securities and Exchange Commission (the "Commission") (the "SEC Reports"). As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (including the rules and regulations promulgated thereunder, the "Securities Act"), and the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the "Exchange Act"), as the case may be, and none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein, in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading. SECTION 3.2 ACCOUNTANTS. Coopers & Lybrand L.L.P., Arthur Andersen LLP, KPMG Peat Marwick LLP, Price Waterhouse LLP and Deloitte Touche LLP, who have expressed their respective opinions with respect to the financial statements and schedules included in the SEC Reports, are independent accountants as required by the Securities Act. SECTION 3.3 FINANCIAL STATEMENTS. (a) The annual audited financial statements of the Company included in the relevant Report on Form 10-K for the period ended January 4, 1997 (the "10-K") present fairly in all material respects the financial position of the Company, as of the respective date of such financial statements, and the results of operations and changes in cash flows of the Company for the respective periods covered thereby. Such statements and related notes have been prepared in accordance with generally accepted accounting principles applied on a consistent basis, in each case, as certified by one or more of the independent accountants named in Section 3.2. (b) The unaudited interim financial statements of the Company included in the Company's Quarterly Report on Form 10-Q for the period ended July 5, 1997 (the "Second Quarter 10-Q") present fairly in all material respects the financial position of the Company, as of the respective dates of such financial statements, and the results of operations and changes in cash flows of the Company for the respective periods covered thereby. Such statements and related notes have been prepared in accordance with generally accepted accounting principles applied on a consistent basis except for normal year-end adjustments and the omission of certain footnote disclosure. SECTION 3.4 ABSENCE OF CERTAIN CHANGES. Except as disclosed in Section 3.4 of a letter dated the date hereof from and previously delivered by the Company to the Purchasers (the "Disclosure Letter"), (a) since the date of the latest balance sheet presented in the Second Quarter 10-Q there has been no material adverse change in the business, properties, prospects, operations, condition (financial or other) or results of operations of the Company and its Subsidiaries (as defined herein) taken as a whole, whether or not arising from transactions in the ordinary course of business, provided that a decline in the trading price of the Common Stock shall not be deemed to be such a material adverse change if such decline is not attributable to a material adverse change in the business, properties, operations, prospects, condition (financial or other) or results of operations of the Company and its Subsidiaries taken as a whole, (b) since the date of the latest balance sheet presented in the Second Quarter 10-Q, neither the Company nor any of its Subsidiaries has incurred or undertaken any liabilities or obligations, direct or contingent, except for (i) liabilities or obligations which are reflected in the Second Quarter 10-Q and (ii) the transactions contemplated by this Agreement and the Other Purchase Agreements, (iii) contractual liabilities incurred in the ordinary course of business, (iv) other liabilities that would not have a material adverse effect on the business, properties, prospects, operations, condition (financial or other) or results of operations of the Company and its subsidiaries taken as a whole and (v) liabilities incurred in connection with any acquisition of another business entity made by the Company after the date hereof. SECTION 3.5 AUTHORITY. The Company has all necessary corporate power and corporate authority to enter into this Agreement, the Other Purchase Agreements and the other agreements, documents and instruments to be executed by the Company in furtherance of the transactions contemplated hereby and thereby, including without limitation, the Registration Rights Agreement between the Company and the Purchasers, a form of which is attached hereto as Exhibit B (the "Registration Rights Agreement") (collectively, the "Transaction Documents"), and to consummate the transactions contemplated hereby and thereby. SECTION 3.6 NON-CONTRAVENTION. The execution, delivery, and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated thereby by the Company do not and will not (a) result in a breach of any of the terms and provisions of, or constitute a default (or an event which with notice or lapse of time, or both, would constitute a default) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its Subsidiaries (as defined below) pursuant to any agreement, instrument, franchise, license or permit to which the Company or any of its Subsidiaries is a party or by which any of such corporations or their respective properties or assets may be bound or (b) violate any judgment, decree, order, statute, rule or regulation of any court or any public, governmental or regulatory agency or body applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than such breaches, defaults or violations that are not reasonably expected to impair the ability of the Company to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated thereby do not and will not violate or conflict with any provision of the certificate of incorporation or by-laws of the Company or any of its Subsidiaries, as currently in effect. Except as set forth in Section 3.6 of the Disclosure Letter, no consent, approval, authorization, order, registration, filing, qualification, license or permit of or with any court or any government agency or body applicable to the Company or any of its Subsidiaries or any of their respective properties or assets is required for the execution, delivery and performance of the Transaction Documents or the consummation of the transactions contemplated thereby, including the issuance, sale and delivery of the Shares to be issued, sold and delivered by the Company hereunder. SECTION 3.7 CAPITALIZATION. The Company had, as of July 5, 1997, an authorized and outstanding capitalization as set forth in the Second Quarter 10-Q. SECTION 3.8 SUBSIDIARIES. Except for the subsidiaries listed in Section 3.8 of the Disclosure Letter, the Company does not own or control, directly or indirectly, any "significant subsidiary" within the meaning of Regulation S-X of the Commission. The subsidiaries listed in Section 3.8 of the Disclosure Letter are hereinafter referred to as the "Subsidiaries." Each of the Company and its Subsidiaries has been duly organized and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation. Each of the Company and its Subsidiaries is duly qualified to do business and in good standing as a foreign corporation in each jurisdiction in which the character or location of its properties (owned, lease or licensed) or the nature or conduct of its business makes such qualification necessary, except for those failures to be so qualified or in good standing which will not in the aggregate have a material adverse effect on the Company and its Subsidiaries taken as a whole. The Company owns all of the outstanding capital stock of each of its Subsidiaries, other than the non-voting exchangeable shares of SoftKey Software Products Inc. and qualifying shares of certain Subsidiaries organized outside the United States, free and clear of all claims, liens, charges and encumbrances other than as disclosed in Section 3.8 of the Disclosure Letter. Each of the Company and its Subsidiaries has all requisite power and authority, and all necessary consents, approvals, authorizations, orders, registrations, qualifications, licenses and permits of and from all public, regulatory or governmental agencies and bodies, to own, lease and operate its properties and conduct its business as now being conducted, except where the failure to possess such requisite power and authority would not have a material adverse effect on the business, properties, prospects, operations, condition (financial or other) or results of operations of the Company and its Subsidiaries taken as a whole. SECTION 3.9 ACTIONS. Except as described in Section 3.9 of the Disclosure Letter, there is no litigation or governmental proceeding to which the Company or any of its Subsidiaries is a party or to which any property of the Company or any of its Subsidiaries is subject or which is pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries which could reasonably be expected to have a material adverse effect on the business, properties, prospects, operations, condition (financial or other) or results of operations of the Company and its Subsidiaries taken as a whole. SECTION 3.10 INVESTMENT COMPANY ACT. Neither the Company nor any of its Subsidiaries is (i) an "investment company" or a company "controlled" by an investment company within the meaning of the Investment Company Act of 1940, as amended, (ii) a "holding company" or a "subsidiary company" of a holding company or an "affiliate" thereof within the meaning of the Public Utility Holding Company Act of 1935, as amended, or (iii) subject to regulation under the Federal Power Act, the Interstate Commerce Act or any federal or state statute or regulation limiting its ability to consummate the transactions contemplated hereby. SECTION 3.11 REPORTING. The Company is subject to Section 13 of the Exchange Act and is in compliance in all material respects with the provisions of such section. SECTION 3.12 REGISTRATION AND QUALIFICATION. Assuming the accuracy of the representations and warranties made by each of the Purchasers and set forth in Article IV hereof, it is not necessary in connection with the offer, sale and delivery of the Shares to the Purchasers in the manner contemplated by this Agreement to register the Shares or the shares of Common Stock issuable upon conversion of the Shares, under the Securities Act. SECTION 3.13 NO LIABILITIES. Neither the Company nor its Subsidiaries has any liabilities or obligations (direct or indirect, contingent or absolute, known or unknown, matured or unmatured) of any nature whatsoever, whether arising out of contract, tort, statute or otherwise ("Liabilities"), except (i) as reflected or reserved against in the latest balance sheet of the Company presented in the Second Quarter 10-Q and not heretofore discharged, (ii) as set forth in Section 3.13 of the Disclosure Letter, (iii) liabilities incurred in the ordinary course of business since the date of the latest balance sheet presented in the Second Quarter 10-Q, (iv) contractual liabilities incurred in the ordinary course of business, (v) liabilities incurred in connection with any acquisition of another business entity made by the Company after the date hereof or (vi) other liabilities that would not have a material adverse effect on the business, properties, prospects, operations, condition (financial or other) or results of operations of the Company and its subsidiaries taken as a whole. SECTION 3.14 NO DEFAULTS. Except as disclosed in Section 3.14 of the Disclosure Letter, neither the Company nor any of its Subsidiaries is in violation or default under any provision of its certificate of incorporation, by-laws or other organization documents, or is in breach of or default with respect to any provision of any agreement, judgment, decree, order, mortgage, deed of trust, lease, franchise, license, indenture, permit or other instrument to which it is a party or by which it or any of its properties are bound; and there does not exist an event of default on the part of the Company or any such Subsidiary as defined in such documents which, with notice or lapse of time or both, would constitute a default, which such violation or default, in either such case, would not have a material adverse effect on the business, properties, prospects, operations, condition (financial or other) or results of operations of the Company and its subsidiaries taken as a whole. SECTION 3.15 VIOLATIONS OF LAW. The Company and its Subsidiaries are in compliance, and have complied at all times during the past three years, and all transactions pursuant to the Transaction Documents shall comply with all applicable federal, state and local statutes, codes, ordinances, rules and regulations of the United States and all other countries and subdivisions thereof (the "Laws") to the extent applicable, other than violations which would not have a material adverse effect on the business, properties, operations, condition (financial or other) or results of operations of the Company and its Subsidiaries taken as a whole. Neither the Company nor any of its Subsidiaries has received notice within the past three years of any violations of any Laws, which violations would be material to the Company and its subsidiaries taken as a whole. SECTION 3.16 ENFORCEABILITY OF AGREEMENT. This Agreement has been, and the other agreements to be executed and delivered by the Company pursuant hereto have been or will be, duly and validly authorized, executed and delivered by the Company and this Agreement is, and such other agreements when so executed and delivered will be, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms. SECTION 3.17 THE CAPITAL STOCK. (a) All of the outstanding shares of Common Stock are duly and validly authorized and issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and were not issued and are not now in violation of or subject to any preemptive rights. All issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid and nonassessable. Except as disclosed in Section 3.17 of the Disclosure Letter as of the date hereof, neither the Company nor any Subsidiary has outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations. There are currently no shares of the Company's preferred stock outstanding. (b) (i) The Shares have been duly and validly authorized by the Company and the Shares, when issued, sold and delivered in accordance with this Agreement, will be duly and validly issued, fully paid and nonassessable. The shares of Common Stock issuable upon conversion of the Shares have been duly and validly authorized by the Company and, when issued in accordance with the terms of the Shares, will be duly and validly issued, fully paid and nonassessable. The shares of Common Stock issuable on conversion of the Shares at the initial conversion price have been reserved for issuance, and no further approval or authority of the stockholders or the Board of Directors of the Company (the "Board of Directors") under the Delaware General Corporation Law will be required for such issuance of Common Stock following the Closing. No preemptive rights or other rights to subscribe for or purchase securities exist with respect to the issuance and sale of the Shares by the Company pursuant to this Agreement or the issuance of Common Stock on conversion of the Shares. (ii) Except as set forth in Section 3.17 of the Disclosure Letter, no security holder of the Company has any right which has not been satisfied or waived to require the Company to register the sale of any securities owned by such security holder under the Securities Act. SECTION 3.18 PROPERTIES. The Company or the applicable Subsidiary holds its leased properties under valid and binding leases, with such exceptions as are not materially significant in relation to the business of the Company. Except as disclosed in Section 3.18 of the Disclosure Letter, the Company owns or leases all such properties as are necessary to its operations as now conducted. SECTION 3.19 INTELLECTUAL PROPERTY. Except as disclosed in Section 3.19 of the Disclosure Letter, the Company and its Subsidiaries have sufficient trademarks, trade names, patent rights, copyrights, licenses, approvals and governmental authorizations to conduct their businesses substantially as now conducted; and the Company has no knowledge of any infringement by it or its Subsidiaries of any trademark, trade name, patent, copyright, licenses, trade secret or other similar rights of others, and there is no claim being made against the Company or its Subsidiaries regarding trademark, trade name, patent, copyright, license, trade secret or other infringement, in any such case which could reasonably be expected to have a material adverse effect on the business, properties, prospects, operations, condition (financial or otherwise) or results of operations of the Company and it or its Subsidiaries taken as a whole. SECTION 3.20 TAXES. The Company and its Subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns and have paid all taxes shown as due thereon; and the Company has no knowledge of any tax deficiency which has been asserted or threatened against the Company or its Subsidiaries which could have a material adverse effect on the business, properties, prospects, operations, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries taken as a whole. SECTION 3.21 INSURANCE. The Company and its Subsidiaries maintain insurance of the types and in the amounts generally deemed adequate for its business and that of its Subsidiaries against theft, damage, destruction, acts of vandalism and all other risks customarily insured against, all of which insurance is in full force and effect. SECTION 3.22 CERTAIN PAYMENTS. To the knowledge of the Company, neither the Company nor any of its Subsidiaries has at any time (i) made any unlawful contribution to any candidate for foreign office, or failed to disclose fully any contribution in violation of law or (ii) made any payment to any federal or state governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or permitted by the laws of the United States or any jurisdiction thereof. SECTION 3.23 DELAWARE GENERAL CORPORATION LAW SECTION 203. Section 203 of the Delaware General Corporation Law will not, prior to the termination of this Agreement and the Other Purchase Agreements, apply to such Agreements or the transactions contemplated hereby and thereby. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS As an inducement to the Company to enter into this Agreement and to consummate the transactions contemplated hereby, each of the Purchasers hereby represents and warrants to the Company as follows: SECTION 4.1 INVESTMENT. Purchaser is acquiring the Shares and the shares of Common Stock issuable upon conversion of the Shares for investment for its own account, and not with a view to any distribution thereof. Purchaser understands that the Shares and the shares of Common Stock issuable upon conversion of the Shares have not been registered under the Securities Act by reason of specific exemptions therefrom which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of Purchaser's representations as expressed herein. Purchaser's financial condition and investments are such that it is in a position to hold the Shares and the shares of Common Stock issuable upon conversion of the Shares for an indefinite period, bear the economic risks of the investment and to withstand the complete loss of the investment. Purchaser has extensive knowledge and experience in financial and business matters and has the capability to evaluate the merits and risks of any Shares and the shares of Common Stock issuable upon conversion of the Shares. Purchaser qualifies as an "accredited investor" as such term is defined in Section 2(15) of the Securities Act and Regulation D promulgated thereunder. SECTION 4.2 RULE 144. Purchaser acknowledges that the Shares and the shares of Common Stock issuable upon conversion of the Shares must be held indefinitely unless subsequently registered under the Securities Act or any applicable state securities laws or unless exemptions from such registrations are available. Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of securities purchased in a private placement subject to the satisfaction of certain conditions. SECTION 4.3 ORGANIZATION OF PURCHASER. Purchaser is duly organized and validly existing under the laws of the jurisdiction of its organization. SECTION 4.4 AUTHORITY OF PURCHASER. Purchaser has the power and authority (corporate or similar) to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to comply with the terms, conditions and provisions hereof. The execution, delivery and performance of this Agreement by Purchaser has been duly authorized and approved by Purchaser and does not require any further authorization or consent of Purchaser or its beneficial owners. This Agreement is the legal, valid and binding agreement of Purchaser, enforceable against Purchaser in accordance with its terms. SECTION 4.5 NON-CONTRAVENTION. The execution, delivery and performance of this Agreement by Purchaser and the consummation of any of the transactions contemplated hereby by Purchaser will not (a) conflict with or result in a breach of any of the terms and provisions of, or constitute a default (or an event which with notice or lapse of time, or both, would constitute a default) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of Purchaser pursuant to any agreement, instrument, franchise, license or permit to which Purchaser is a party or by which any of its properties or assets may be bound or (b) violate or conflict with any judgment, decree, order, statute, rule or regulation of any court or any public, governmental or regulatory agency or body applicable to Purchaser or any of its properties or assets, other than such breaches, defaults or violations that are not reasonably expected to impair the ability of Purchaser to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement by Purchaser and the consummation of the transactions contemplated hereby by Purchaser do not and will not violate or conflict with any provision of the organizational documents of Purchaser, as currently in effect. Except for filings under the HSR Act, no consent, approval, authorization, order, registration, filing, qualification, license or permit of or with any court or any government agency or body applicable to Purchaser is required for the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby. SECTION 4.6 TITLE TO THE NOTES. Upon consummation of the transactions contemplated by the Note Purchase Agreement, the Purchasers will have good and valid title to the Notes to be surrendered to the Company hereunder, free and clear of all liens, encumbrances, equities or claims; and, upon delivery of the Notes to the Company, good and valid title to the Notes, free and clear of all liens, encumbrances, equities or claims, will pass to the Company, assuming that the Company is acquiring the Notes in good faith and without notice of any "adverse claims" within the meaning of Article 8 of the Uniform Commercial Code. ARTICLE V CONDITIONS TO THE OBLIGATIONS OF THE PARTIES A. OBLIGATIONS OF THE PURCHASERS SECTION 5.1 GENERAL CONDITIONS TO OBLIGATIONS OF THE PURCHASERS. The obligation of each of the Purchasers to consummate the transactions contemplated herein is subject to the accuracy of the representations and warranties of the Company herein contained, as of the date hereof and as of the Closing Date, and to the performance in all material respects by the Company of its obligations hereunder (including the covenants contained in Article VI of this Agreement). SECTION 5.2 REGISTRATION RIGHTS AGREEMENT. The obligation of each of the Purchasers to consummate the transactions contemplated herein is subject to the Registration Rights Agreement continuing to be in full force and effect. SECTION 5.3 OFFICERS' CERTIFICATES. The obligation of each of the Purchasers to consummate the transactions contemplated herein is subject to each of the Purchasers at the Closing Date receiving a certificate of the Chief Executive Officer and Chief Financial Officer of the Company, dated the Closing Date, to the effect that (i) as of the date hereof and as of the Closing Date, the representations and warranties of the Company set forth in Article III hereof are accurate and (ii) as of the Closing Date, the obligations of the Company to be performed hereunder on or prior to the Closing Date have been duly performed in all material respects. SECTION 5.4 OPINIONS. The obligation of each of the Purchasers to consummate the transactions contemplated herein is subject to each of the Purchasers receiving at the Closing Date the opinion of Neal S. Winneg, General Counsel for the Company, to the effect of the matters set forth in Exhibit C and the opinion of Hale and Dorr LLP, special counsel for the Company, to the effect of the matters set forth in Exhibit D. SECTION 5.5 CERTIFICATE OF DESIGNATION. The obligation of each of the Purchasers to consummate the transactions contemplated herein is subject to the Certificate of Designation attached hereto as Exhibit A being duly adopted by the Company and filed with the Secretary of State of the State of Delaware. SECTION 5.6 MATERIAL ADVERSE EFFECT. The obligation of each of the Purchasers to consummate the transactions contemplated herein is subject to there being since the date of the last balance sheet presented in the Second Quarter 10-Q no fact or condition which would have, or insofar as reasonably can be foreseen could have, a material adverse effect on the business, properties, prospects, operations, condition (financial or other) or results of operations of the Company and its Subsidiaries taken as a whole; provided, that a decline in the trading price of the Common Stock shall not be deemed to be such a material adverse effect if such decline is not attributable to a material adverse change in the business, properties, prospects, operations, condition (financial or other) or results of operations of the Company and its subsidiaries taken as a whole. SECTION 5.7 REGISTRATION RIGHTS AGREEMENT. [Intentionally Left Blank]. B. OBLIGATIONS OF THE COMPANY SECTION 5.8 GENERAL CONDITIONS TO THE OBLIGATIONS OF THE COMPANY. The obligation of the Company to sell the Shares to each of the Purchasers shall be subject to the accuracy of the representations and warranties of each of the Purchasers herein contained except to the extent any inaccuracies do not materially impair the ability of the Purchasers to consummate the transaction contemplated by the Agreement, as of the date hereof and as of the Closing Date, and to the performance in all material respects by each of the Purchasers of its obligations hereunder. C. OBLIGATIONS OF EACH OF THE COMPANY AND THE PURCHASERS SECTION 5.9 NO INJUNCTION. The obligations of each of the Company and the Purchasers to consummate the transactions contemplated herein are subject to the condition that no temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction prohibiting or preventing consummation of the transactions contemplated herein shall be in effect. SECTION 5.10 HSR WAITING PERIOD. The obligations of each of the Company and the Purchasers to consummate the transactions contemplated herein are subject to the condition of the expiration or early termination of the application waiting periods under the HSR. SECTION 5.11 SHAREHOLDER APPROVAL. The obligations of each of the Company and the Purchasers to consummate the transactions contemplated herein are subject to the approval of the issuance of the Shares, the Other Shares and the shares of Common Stock issuable upon conversion of the Shares and the Other Shares by the Company's stockholders in accordance with the requirements of the New York Stock Exchange ("NYSE"). SECTION 5.12 RECEIPT OF CONSENTS. The obligation of each of the Company and the Purchasers to consummate the transactions contemplated by this Agreement are subject to the receipt by the Company of all governmental or third-party consents shown in Section 5.12 of the Disclosure Letter the transactions. ARTICLE VI COVENANTS OF THE COMPANY As an inducement to the Purchasers to enter into this Agreement and to consummate the transactions contemplated hereby, the Company hereby covenants with each of the Purchasers as follows: SECTION 6.1 REPORTING. The Company will, so long as the Shares or the shares of Common Stock issuable upon conversion thereof are outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, file reports and other information with the Commission under Section 13 or 15 (d) of the Exchange Act. SECTION 6.2 PAYMENT OF EXPENSES. Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company hereby agrees to pay (i) all costs and expenses incident to the performance of the obligations of the Company hereunder, including those in connection with (a) the issuance, transfer and delivery of the Shares or the shares of Common Stock issuable upon conversion thereof to each of the Purchasers, including any transfer or similar taxes payable therein, (b) the qualification of Shares or the shares of Common Stock issuable upon conversion thereof under state or foreign securities or Blue Sky laws, (c) the cost of printing the Shares or the shares of Common Stock issuable upon conversion thereof and (d) the cost and charges of any transfer agent, registrar, trustee or fiscal paying agent and to promptly pay (ii) all documented out-of-pocket costs and expenses, including attorneys', accountants' and consultants' fees, incurred by each of the Purchasers in connection with the negotiation and consummation of this Agreement, the Note Purchase Agreement, the Registration Rights Agreement and the transactions contemplated thereby up to $800,000 in the aggregate for all Purchasers and Other Purchasers under this Section 6.2 and Section 6.2 of the Other Purchase Agreements. SECTION 6.3 INSPECTION. Prior to and following the Closing, the Company will permit each of the Purchasers and their representatives to visit and inspect any of the Company's properties, to examine its books and records and to make copies and to take extracts therefrom, and to discuss its business affairs and finances with its officers and key employees, all at such reasonable times as the Purchasers may request. SECTION 6.4 AVAILABILITY OF COMMON STOCK. The Company shall at all times reserve and keep available out of its authorized but unissued Common Stock, for the purpose of effecting the conversion of the Shares, the full number of shares of Common Stock then issuable upon the conversion of the Shares. The Company will, from time to time, in accordance with the laws of the State of Delaware, increase the authorized amount of Common Stock if at any time the number of shares of Common Stock remaining unissued and available for issuance shall be insufficient to permit conversion of the Shares. SECTION 6.5 TRANSACTION FEE. Upon the execution of this Agreement, the Company shall pay the Purchasers an aggregate fee equal to $100,000. On the Closing Date, the Company shall pay the Purchasers an additional aggregate fee equal to $200,000. SECTION 6.6 FLEET BANK CONSENT. The Company will use its best efforts to obtain the consent of Fleet Bank of Massachusetts, N.A. referred to in Section 5.12 of the Disclosure Letter, within 10 days after the date hereof. SECTION 6.7 PROXY STATEMENTS; STOCKHOLDER APPROVALS. The Company acting through the Board of Directors, shall, in accordance with applicable law and its Certificate of Incorporation and By-Laws: (a) promptly and duly call, give notice of, convene and hold as soon as practicable following the clearance of the proxy statement to be issued in connection with the transactions contemplated herein (the "Proxy Statement") with the SEC, but in no event later than the Closing Date, a meeting of its stockholders for the purpose of voting to approve the issuance of the Shares and the shares of Common Stock issuable upon conversion thereof and shall use its best efforts, except to the extent the Board of Directors determines in good faith, after consultation with outside counsel, that contrary action is required by the Board of Directors' fiduciary duties under applicable law, to obtain stockholder approval; (b) except to the extent the Board of Directors determines in good faith, after consultation with outside counsel, that contrary action is required by the Board of Directors' fiduciary duties under applicable law, recommend approval of the issuance of the Shares and the shares of Common Stock issuable upon conversion thereof, and include in the Proxy Statement such recommendation, and take all lawful action to solicit such approvals; and (c) as promptly as practicable following the signing of this Agreement, prepare and file with the SEC a preliminary Proxy Statement and respond to any comments of the SEC with respect to the preliminary Proxy Statement and cause the definitive Proxy Statement to be mailed to its stockholders. SECTION 6.8 ELECTION TO BOARD OF DIRECTORS OF THE COMPANY. Simultaneously with the Closing, the Company shall (a) take all actions necessary to ensure that one representative of each of the following Purchaser groups is appointed to the Board of Directors promptly after the consummation of the transactions contemplated herein: (i) Thomas H. Lee Equity Fund III, L.P., Thomas H. Lee Foreign Fund III, L.P., Thomas H. Lee Company and affiliates (collectively, the "Lee Purchaser Group"); (ii) Bain Capital Fund V, L.P., Bain Capital Fund V-B, L.P., BCIP Associates, L.P., BCIP Trust Associates, L.P. and affiliates (collectively, the "Bain Purchaser Group"); and (iii) Centre Capital Investors II, L.P., Centre Capital Tax-Exempt Investors II, L.P., Centre Capital Offshore Investors II, L.P., State Board of Administration of Florida, Centre Parallel Management Partners, L.P., Centre Partners Coinvestment, L.P. and affiliates (collectively, the "Centre Purchaser Group"); (b) use best efforts to cause each of the directors appointed in accordance with subsection (a) hereof and the representative of the Thomas H. Lee Company currently serving on the Board of Directors (and any successor nominees thereof) (collectively, the "Purchasers' Representatives") to be renominated and reelected when their initial and any subsequent term expires, (c) use best efforts to cause the election of two nominees from the four Purchasers' Representatives to each of the executive, compensation and audit committees of the Board of Directors, in each case except to the extent the Board of Directors determines in good faith, after consultation with outside counsel, that contrary action is required by the Board of Directors' fiduciary duties under applicable law; provided, however that if (i) the Lee Purchaser Group, in the aggregate, holds less than 40% or 20% of the Shares initially owned by the Lee Purchaser Group (or if any of such Shares have been converted and after making appropriate adjustment for any stock dividend, split-up, recapitalization, rights, merger or other change in the corporate or capital structure of the Company (a "Restructuring"), shares of Common Stock and shares of Common Stock issuable upon conversion of the Shares representing less than 40% or 20% of the Common Stock originally issuable upon conversion of the Shares), the Lee Purchaser Group shall only be entitled to nominate one or no such nominees to the Board of Directors, respectively; (ii) the Bain Purchaser Group holds less than 40% of the Shares initially owned by the Bain Purchaser Group (or if any of such Shares have been converted and after making appropriate adjustment for any Restructuring, shares of Common Stock and shares of Common Stock issuable upon conversion of the Shares representing less than 40% of the Common Stock originally issuable upon conversion of the Shares), the Bain Purchaser Group shall not be entitled to nominate any nominees to the Board of Directors; and (iii) the Centre Purchaser Group holds less than 40% of the Shares initially owned by the Centre Purchaser Group (or if any of such Shares have been converted and after making appropriate adjustment for any Restructuring, shares of Common Stock and shares of Common Stock issuable upon conversion of the Shares representing less than 40% of the Common Stock originally issuable upon conversion of the Shares), the Centre Purchaser Group shall not be entitled to nominate any nominees to the Board of Directors; and provided, further that (i) if at any time there are only two Purchasers' Representatives serving on the Board of Directors, the Company will use its best efforts to cause the election of only one of such Purchasers' Representatives to each of the executive, compensation and audit committee and (ii) if at any time there is only one Purchasers' Representative serving on the Board of Directors, the Company is not obligated to use its best efforts to cause the election of such Purchasers' Representative to any of the committees. Each of the Purchasers and the Other Purchasers will designate the representatives who will sit on the executive, compensation and audit committees of the Board of Directors based on a vote of a majority in interest of the Purchasers and the Other Purchasers. SECTION 6.9 NO GENERAL SOLICITATION. None of the Company, its affiliates (as defined in Rule 501(b) of the Securities Act) or any person acting on their behalf will solicit any offer to buy or offer or sell the Shares by means of any form or general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act that would require the registration of the Shares under the Securities Act. ARTICLE VII COVENANTS OF THE PURCHASERS SECTION 7.1 CERTAIN RESTRICTIONS. (a) Each of the Purchasers covenants with the Company that, without the consent of the Company, for a period commencing, on the date hereof and continuing through the fifth anniversary of the date hereof none of the Purchasers, singly or as part of a group, directly or indirectly, through one or more intermediaries or otherwise, will: (i) purchase or acquire, or offer, propose or agree to purchase or acquire, directly or indirectly, any of the Common Stock (other than by conversion of any of the Shares), any option, warrant or other right to acquire, directly or indirectly, any Common Stock or any securities which are convertible into or exchangeable or exercisable for Common Stock (other than the exercise of options under the Stock Option Agreement dated the date hereof); provided, however, that notwithstanding anything to the contrary contained herein, the foregoing restriction shall not be deemed to be violated or applicable if a Purchaser is not otherwise in breach of this Agreement and (A) the amount of the outstanding Common Stock beneficially owned, in the aggregate, by such Purchaser is increased as a result of any stock dividend, stock split, split-up, recapitalization, merger or other change in the corporate or capital structure of the Company or any other action taken solely by the Company or (B) the Company breaches its obligations under Section 6.8 hereof; and provided, further, that at any time when the percentage of the outstanding Common Stock owned by a Purchaser on a fully diluted basis is less than the percentage of the outstanding Common Stock owned by such Purchaser on a fully diluted basis on the Closing Date (the "Maximum Amount") such Purchaser may purchase additional shares of Common Stock up to the Maximum Amount; (ii) solicit, or encourage any other person to solicit, "proxies" or become a "participant" or otherwise engage in any "solicitation" (as such terms are defined or used in Regulation 14A under the Exchange Act) in opposition to a recommendation of a majority of the directors of the Company with respect to any matter; seek to advise or influence any person (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the voting of any securities of the Company; or execute any written consent in lieu of a meeting of holders of securities of the Company or any class thereof; (iii) initiate, propose or otherwise solicit stockholders for the approval of one or more stockholder proposals with respect to the Company, as described in Rule 14a-8 under the Exchange Act; (iv) except as results from the Purchase Agreements or from arrangements among the Purchasers and the Other Purchasers, directly or indirectly participate in or encourage the formation of any "group" (within the meaning of Section 13(d)(3) of the Exchange Act) owning or seeking to acquire beneficial ownership of securities of the Company or affect control of the Company; (v) except as results from the Purchase Agreements or from arrangements among the Purchasers and the Other Purchasers, otherwise act, directly or indirectly, alone or in concert with others, to seek to control or influence in any manner the management, business, operations, board of directors, policies or affairs of the Company, or propose or seek to effect any form of business combination transaction with the Company or any affiliate thereof or any restructuring, recapitalization or other similar transaction with respect to the Company; or (vi) (a) encourage any person, firm, corporation, group or other entity to engage in any of the actions covered by clauses (i) through (v) of this Section 7.1 or make any public arrangement (or make other communication with or to the Company or otherwise which, in the opinion of counsel to the Company, would require public announcement) with respect to any matter set forth in clause (i) through (v) of this Section 7.1; provided, however, that actions taken by any representative of the Purchaser on the Board of Directors of the Company, acting in his or her capacity as such a director, shall not violate this Section 7.1. (b) No Purchaser shall, without the Company's consent, sell, transfer, effect a short sale of, grant any option for the purchase of, or loan any Shares or Common Stock for a period of 18 months from the date of issuance of the Shares except to an affiliate or the Other Purchasers or an affiliate thereof; provided that this restriction on each Purchaser's ability to sell or transfer any Shares will cease to apply upon a conversion of the Shares pursuant to Section 8.10.1 of the Certificate of Designation; provided further, that each Purchaser may sell its Shares or Common Stock in any tender offer or exchange offer made for any Company securities. ARTICLE VIII RESTRICTIONS ON TRANSFERABILITY OF SECURITIES SECTION 8.1 RESTRICTIVE LEGEND. Each certificate representing (a) the Shares, (b) shares of the Common Stock issuable upon conversion of any Shares, and (c) any other securities issued in respect of the Shares or Common Stock issued upon conversion of any Shares upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event (each of the foregoing securities in (a) through (c) being referred to herein as "Restricted Securities"), shall (unless otherwise permitted by the provisions of Section 8.2 below) be stamped or otherwise imprinted with a legend substantially in the following form (in addition to the legend required under any applicable state securities laws): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATIONS OR EXEMPTIONS THEREFROM UNDER SAID ACT OR LAWS. COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY. The Company will promptly, upon request, remove any such legend when no longer required by the terms of this Agreement or by applicable law. SECTION 8.2 NOTICE OF PROPOSED TRANSFERS. Prior to any proposed transfer of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transfer, the Purchaser proposing such a transfer shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner and circumstances of the proposed transfer in sufficient detail, and shall be accompanied by either (a) a written opinion of legal counsel (who shall be reasonably satisfactory to the Company) addressed to the Company to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act or (b) a "no action" letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon, in each case, such Purchaser shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by such Purchaser to the Company. Unless there is in effect a registration statement under the Securities Act covering the proposed transfer, each certificate evidencing the Restricted Securities transferred as herein provided shall bear the appropriate restrictive legend set forth in Section 8.1 above except that such certificate shall not bear such restrictive legend if, (i) in the opinion of counsel for such Purchaser, such legend is not required in order to establish compliance with any provisions of the Securities Act, (ii) a period of at least one year has elapsed since the later of the date the Restricted Securities were acquired from the Company or from an affiliate of the Company, and such Purchaser represents to the Company that it is not an affiliate of the Company and has not been an affiliate during the preceding three months and shall not become an affiliate of the Company without resubmitting the Restricted Securities for reimposition of the legend, or (iii) the restricted Securities have been sold pursuant to Rule 144(k) and the certificate is accompanied by a representation by such Purchaser that it is not an affiliate of the Company, has not been an affiliate during the three-month period prior to the sale and has held the Restricted Securities for more than two years. ARTICLE IX TERMINATION Notwithstanding anything contained herein to the contrary, this Agreement may be terminated at any time prior to the Closing Date: (a) by the mutual written consent of the Purchasers and the Company; (b) by any Purchaser or the Company if the Closing has not occurred on or before six months from the date hereof and this Agreement has not previously been terminated; provided, however, that the right to terminate the Agreement under this Section 9(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; or (c) by any Purchaser or the Company if any of the Other Purchase Agreements or the Note Purchase Agreement are terminated; or (d) by any Purchaser 10 days after the Company's shareholders, at a duly held meeting at which such shareholders vote on the issuance of the Preferred Stock to the Purchasers or the Other Purchasers, fail to approve such issuance. In the event that this Agreement shall be terminated pursuant to this Article IX, all further obligations of the parties under this Agreement other than the obligations set forth in Article X and Sections 6.2, 6.5 and 11.10 shall be terminated without further liability of any party to any other party, provided that nothing herein shall relieve any party from liability for its willful breach of this Agreement. ARTICLE X INDEMNIFICATION SECTION 10.1 INDEMNIFICATION. The Company hereby agrees to indemnify, defend and hold harmless each Purchaser from and against all de- mands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses (collectively, "Claims"), including without limitation, interest, penalties and attorneys' fees and expenses, asserted against, resulting to, or imposed upon or incurred by such Purchaser directly or indirectly, in connection with the transactions contemplated hereby. SECTION 10.2 TERMS OF INDEMNIFICATION. The obligations and liabilities of the Company with respect to Claims by third parties will be subject to the following terms and conditions: (a) a Purchaser will give the Company prompt notice of any Claims asserted against, resulting to, imposed upon or incurred by a Purchaser, directly or indirectly, and the Company will undertake the defense thereof by representatives of their own choosing which are reasonably satisfactory to such Purchaser; provided that the failure of any Purchaser to give notice as provided in this Section 10.2 shall not relieve the Company of its obligations under this Article X, except to the extent that such failure has materially and adversely affected the rights of the Company; (b) if within a reasonable time after notice of any Claim, the Company fails to defend, such Purchaser will have the right to undertake the defense, compromise or settlement of such Claims on behalf of and for the account and at the risk of the Company, subject to the right of the Company to assume the defense of such Claim at any time prior to settlement, compromise or final determination thereof; (c) if there is a reasonable probability that a Claim may materially and adversely affect a Purchaser other than as a result of money damages or other money payments, such Purchaser will have the right at its own expense to defend (provided that the indemnifying party shall continue to control the defense and the indemnified party shall have the right to participate in such defense), or co-defend, such Claim; (d) the Company on one hand and the Purchasers on the other will not, without the prior written consent of the other, settle or compromise any Claim or consent to entry of any judgment relating to any such Claim; (e) with respect to any Claims asserted against a Purchaser, such Purchaser will have the right to employ one counsel of its choice in each applicable jurisdiction (if more than one jurisdiction is involved) to represent such Purchaser if, in such Purchaser's reasonable judgment, a conflict of interest between such Purchaser and the indemnifying party exists in respect of such Claims, and in that event the fees and expenses of such separate counsel shall be paid by such indemnifying party; (f) the Company will provide each Purchaser reasonable access to all records and documents of the Company relating to any Claim; and (g) any Claim, in so far as it is related to any of the representations and warranties of the Company contained in this Agreement, must be made within one year of the Closing Date. ARTICLE XI MISCELLANEOUS SECTION 11.1 GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to the conflict of laws rules thereof. SECTION 11.2 SURVIVAL. All representations and warranties, covenants and agreements of the Company and any Purchaser contained in this Agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Purchaser or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and such representations and warranties shall survive for a period of one year from the Closing Date hereof. SECTION 11.3 SUCCESSORS AND ASSIGNS. Except as otherwise provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors and permitted assigns of the parties hereto. No assignment of this Agreement may be made by either party at any time, whether or not by operation of law, without the other party's prior written consent, except that each Purchaser may assign any of its rights hereunder to an affiliate of such Purchaser or to the Other Purchasers or any of their affiliates without the Company's consent provided that such affiliate expressly assumes in writing all of the purchaser's obligations hereunder, and provided that such assignment shall not relieve the assigning Purchaser of its obligations hereunder. SECTION 11.4 ENTIRE AGREEMENT; AMENDMENT. This Agreement and the Transaction Documents constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof provided that the Confidentiality Agreement between the Purchasers and the Company dated April 18, 1997 shall remain in effect. Except as expressly provided herein, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge or termination is sought. SECTION 11.5 NOTICES, ETC. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail (registered or certified, return receipt requested), telex, telecopier or courier guaranteeing overnight delivery, addressed (a) if to the Purchasers to Centre Partners Management LLC at 30 Rockefeller Plaza, Suite 5050, New York, New York 10020, Attention: Paul J. Zepf, or at such other addresses as shall have been furnished to the Company with a copy to Louis A. Goodman of Skadden, Arps, Slate, Meagher & Flom LLP at One Beacon Street, Boston, Massachusetts 02108 and (b) if to the Company, at One Athenaeum Street, Cambridge, Massachusetts 02142, Attention: Mr. Neal S. Winneg, or at such other address as the Company shall have furnished to the Purchaser in writing with a copy to Mark G. Borden at Hale and Dorr LLP, 60 State Street, Boston, Massachusetts 02109. All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five business days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt is acknowledged, if telecopied; and on the next business day, if timely delivered to a courier guaranteeing overnight delivery. SECTION 11.6 DELAYS OR OMISSIONS. Except as expressly provided herein, no delay or omission to exercise any right, power or remedy accruing to the Company or any of the Purchasers upon any breach or default of any party under this Agreement, shall impair any such right, power or remedy of the Company or any of the Purchasers nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of the Company or any of the Purchasers of any breach or default under this Agreement, or any waiver on the part of any such party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to the Company or any of the Purchasers, shall be cumulative and not alternative. SECTION 11.7 COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which may be executed by only one of the parties hereto, each of which shall be enforceable against the party actually executing such counterpart, and all of which together shall constitute one instrument. SECTION 11.8 SEVERABILITY. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provisions; provided that no such severability shall be effective if it materially changes the economic benefit of this Agreement to any party. SECTION 11.9 TITLES AND SUBTITLES. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. SECTION 11.10 NO PUBLIC ANNOUNCEMENT. Neither the Company nor any of the Purchasers shall make any press release or other public announcement concerning the transactions contemplated by this Agreement except as and to the extent that any such party shall be obligated to make any such disclosure by law or by the NYSE and then only after consultation with the other regarding the basis of such obligation and the content of such press release or other public announcement or as the parties shall mutually agree. SECTION 11.11 REASONABLE EFFORTS. The Company and the Purchasers shall use all reasonable efforts to consummate the transactions contemplated by this Agreement, the Other Purchase Agreements and the Note Purchase Agreement. SECTION 11.12 DISTRIBUTIONS AND ADJUSTMENTS. If from July 5, 1997 through the Closing Date the Company shall have taken any action which would entitle the holders of Preferred Stock to a distribution or adjustment in accordance with the Certificate of Designation if the Preferred Stock were then outstanding, then the consideration to be received by the Purchasers hereunder shall be appropriately adjusted. IN WITNESS WHEREOF, each of the undersigned has caused the foregoing Agreement to be executed under seal by one of its duly authorized officers as of the date first above written. THE LEARNING COMPANY, INC By /s/ R. Scott Murray ----------------------------- Name: R. Scott Murray Title: Executive Vice President and Chief Financial Officer CENTRE CAPITAL INVESTORS II, L.P. CENTRE CAPITAL TAX-EXEMPT INVESTORS II, L.P. CENTRE CAPITAL OFFSHORE INVESTORS II, L.P. By: Centre Partners II, L.P., as General Partner By: Centre Partners Management LLC, as Attorney-in-fact By /s/ Jonathan H. Kagan ----------------------------------------- Name: Jonathan H. Kagan Title: Managing Director STATE BOARD OF ADMINISTRATION OF FLORIDA By: Centre Parallel Management Partners, L.P., as Manager By: Centre Partners Management LLC, as Attorney-in-fact By /s/ Jonathan H. Kagan ----------------------------------------- Name: Jonathan H. Kagan Title: Managing Director CENTRE PARALLEL MANAGEMENT PARTNERS, L.P. CENTRE PARTNERS COINVESTMENT, L.P. By: Centre Partners II LLC, as General Partner By /s/ Jonathan H. Kagan ---------------------------------------- Name: Jonathan H. Kagan Title: Managing Director Amendment to Securities Purchase Agreement Amendment dated as of September 16, 1997 to Securities Purchase Agreement dated as of August 26, 1997 (the "Agreement") between The Learning Company, Inc., a Delaware corporation (the "Company") and each of the Purchasers listed on the signature page hereto (individually, a "Purchaser" and collectively, the "Purchasers"). For valuable consideration, receipt of which is hereby acknowledged, the parties hereto hereby agree that Section 8.4 of the Certificate of Designation of Series A Convertible Participating Preferred Stock setting forth the powers, preferences, rights, qualifications, limitations and restrictions of such series of Preferred Stock, attached as Exhibit A to the Agreement, is hereby amended to read in its entirety as follows: "Section 8.4 Conversion Price. The initial conversion price shall be the lower of (i) $10.00 or (ii) the weighted average (based on daily trading volumes of the Common Stock on the New York Stock Exchange) of the Closing Prices of the Common Stock for the period of the 30 consecutive Trading Days immediately preceding the Trading Day which is three Trading Days before the date on which the proxy statement is sent to the Company's stockholders with respect to the approval of the Company's stockholders with respect to the approval of the issuance of the Series A Preferred Stock (herein called the "Conversion Price") subject to adjustment as provided in this Section 8." In all other respects, the Agreement shall remain in full force and effect. Executed as of September 16, 1997. THE LEARNING COMPANY, INC. By:/s/ R. Scott Murray ------------------------------------ Name: R. Scott Murray Title: Executive Vice President and Chief Financial Officer PURCHASERS: CENTRE CAPITAL INVESTORS II, L.P. CENTRE CAPITAL TAX-EXEMPT INVESTORS II, L.P. CENTRE CAPITAL OFFSHORE INVESTORS II, L.P. By: Centre Partners II, L.P., as General Partner By: Centre Partners Management LLC, as Attorney-in-fact By: /s/ Jonathan H. Kagan ------------------------------------ Managing Director STATE BOARD OF ADMINISTRATION OF FLORIDA By: Centre Parallel Management Partners, L.P., as Manager By: Centre Partners Management LLC, as Attorney-in-fact By: /s/ Jonathan H. Kagan ------------------------------------ Managing Director CENTRE PARALLEL MANAGEMENT PARTNERS, L.P. CENTRE PARTNERS COINVESTMENT, L.P. By: Centre Partners II LLC, as General Partner By: /s/ Jonathan H. Kagan ------------------------------------ Managing Director EX-99 6 EXHIBIT C - SECURITIES PURCHASE AGREEMENT EXHIBIT C --------------------------------------------------------------------- SECURITIES PURCHASE AGREEMENT Between TRIBUNE COMPANY and THE PURCHASERS NAMED HEREIN Dated as of August 26, 1997 5 1/2% Senior Convertible/Exchangeable Notes due 2000 $150,000,000 Principal Amount --------------------------------------------------------------------- TABLE OF CONTENTS Page ARTICLE I SALE OF NOTES......................... 1 ARTICLE II CLOSING............................ 1 Section 2.1 Closing Date........................ 1 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY......... 2 Section 3.1 Due Incorporation................... 2 Section 3.2 Authority........................... 3 Section 3.3 Non-Contravention................... 3 Section 3.4 Enforceability of Agreement......... 3 Section 3.5 Title of the Notes.................. 4 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS........ 4 Section 4.1 Due Organization.................... 4 Section 4.2 Authority........................... 4 Section 4.3 Non-Contravention................... 4 Section 4.4 Enforceability of Agreement......... 5 Section 4.5 Securities Act...................... 5 Section 4.6 Funds............................... 5 ARTICLE V CONDITIONS TO THE OBLIGATIONS OF THE PARTIES.......... 6 Section 5.1 Conditions to Obligations of the Purchasers........................... 6 Section 5.2 Condition to Obligations of Each Party ............................... 6 Section 5.3 Conditions to Obligations of the Company.............................. 6 ARTICLE VI ADDITIONAL COVENANTS...................... 6 Section 6.1 Payment of Expenses................. 6 Section 6.2 Voting Agreement.................... 6 ARTICLE VII TERMINATION.......................... 7 ARTICLE VIII MISCELLANEOUS......................... 8 Section 8.1 Governing Law....................... 8 Section 8.2 Survival............................ 8 Section 8.3 Successors and Assigns.............. 8 Section 8.4 Entire Agreement; Amendment......... 8 Section 8.5 Notices, Etc........................ 9 Section 8.6 Delays or Omissions................. 9 Section 8.7 Counterparts........................ 10 Section 8.8 Severability........................ 10 Section 8.9 Titles and Subtitles................ 10 Section 8.10No Public Announcement.............. 10 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this "Agreement") is made as of August 26, 1997, among Tribune Company, a Delaware corporation (the "Company"), and each of the Purchasers listed on the signature pages hereto (individually, a "Purchaser" and collectively, the "Purchasers"). ARTICLE I SALE OF NOTES Upon the terms and subject to the conditions set forth herein, on the Closing Date (as defined below), the Company will sell to each of the Purchasers and, in reliance on the representations and warranties of the Company contained herein, each of the Purchasers severally will purchase from the Company, the 5 1/2% Senior Convertible/Exchangeable Notes due 2000 of The Learning Company, Inc. (formerly known as Softkey International, Inc.) (the "Notes") in the principal amounts and at the cash price set forth on Schedule A attached hereto, plus interest on the Notes accrued from the last interest payment date on the Notes up to and including the Closing Date (as defined below) payable by each Purchaser in proportion to the amount of the Notes being purchased by such Purchaser. ARTICLE II CLOSING SECTION 2.1 CLOSING DATE. The closing (the "Closing") of the purchase and sale of the Notes contemplated hereby shall take place on such date and at such time as agreed to by the Company and the Purchasers, simultaneously with the closing of the Securities Purchase Agreements dated as of the date hereof (the "Purchase Agreements") between each of the Purchasers and The Learning Company, Inc. ("TLC") (and each such closing shall be conditioned on simulta neously closing the other), but in no event later than three business days following the date upon which all of the conditions to closing set forth in Article V hereof and in the Purchase Agreements are satisfied or waived (the date of the Closing is hereinafter referred to as the "Closing Date"). The Closing shall be held at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, One Beacon Street, Boston, Massachusetts 02108-3194, or at such other place as agreed to by the Company and the Purchasers. Delivery of the Notes to be purchased by the Purchasers pursuant to this Agreement shall be made at the Closing by the Company delivering to each of the Purchasers, against payment of the purchase price therefor as listed in Schedule A hereto (plus the accrued interest described in Article I) one certificate representing the principal amount of Notes to be purchased by each of the Purchasers as listed in Schedule A hereto registered in the name of such Purchaser or such other person which shall be an affiliate of such Purchaser or a nominee of such Pur chaser or such affiliate as such Purchaser may have designated in writing to the Company at least one business day prior to the Closing Date or duly endorsed for transfer with all signatures thereon guaranteed (the "Transferee"), unless at least two business days prior to the Closing Date such Purchaser shall have requested that the Company deliver more than one certificate representing the Notes in which event the Company will deliver to such Purchaser certificates representing the number of Notes so requested, registered in such name or names specified in such request (subject to the foregoing limitation) or duly endorsed for transfer with all signatures thereon guaranteed and in such principal amounts as shall have been specified in the request. Payment of the purchase price for the Notes to be purchased hereunder shall be made by each Purchaser by wire transfer of immediately available funds. ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY As an inducement to the Purchasers to enter into this Agreement and to consummate the transactions contemplated hereby, the Company represents and warrants to each of the Purchasers as follows: SECTION 3.1 DUE INCORPORATION. The Company has been duly incorporated and is validly existing and in good standing as a corporation under the laws of Delaware, with corporate power and corporate authority to own its properties and conduct its business as presently conducted. SECTION 3.2 AUTHORITY. The Company has all necessary corporate power and corporate authority to enter into this Agreement and to consummate the transactions contemplated hereby. SECTION 3.3 NON-CONTRAVENTION. The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby do not and will not, (a) conflict with or result in a breach of any of the terms and provisions of, or constitute a default (or an event which with notice or lapse of time, or both, would constitute a default) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to any agreement, instrument, franchise, license or permit to which the Company or any of its subsidiaries is a party or by which any of such corporations or their respec tive properties or assets may be bound other than such conflicts, breaches or defaults that are not, individually or in the aggregate, reasonably expected to materially impair the ability of the Company to consummate the transactions contemplated by this Agreement or (b) violate or conflict with any judgment, decree, order, statute, rule or regulation of any court or any public, governmental or regulatory agency or body applicable to the Company or any of its subsidiaries or any of their respective properties or assets, other than such violations that are not, individually or in the aggregate, reasonably expected to impair the ability of the Company to consummate the transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement by the Company and the consummation of the transactions contemplated hereby do not and will not violate or conflict with any provision of the certificate of incorporation or by-laws of the Company or any of its subsidiaries, as currently in effect. No consent, approval, authorization, order, registration, filing, qualification, license or permit of or with any court or any governmental agency or body is required to be made or obtained by the Company or any of its subsidiaries for the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, including the sale and delivery of the Notes to be sold and delivered by the Company hereunder. SECTION 3.4 ENFORCEABILITY OF AGREEMENT. This Agreement has been duly and validly authorized, executed and delivered by the Company and does not require any further authorization or consent of the Company, and is a valid and binding obligation of the Company, enforceable against the Company in accor dance with its terms. SECTION 3.5 TITLE OF THE NOTES. The Company has, and at the Closing Date the Company will have, good and valid title to the Notes to be sold by the Company hereunder, free and clear of all liens, encumbrances, equities or claims; and, upon delivery of the Notes and payment therefor pursuant hereto, good and valid title to the Notes, free and clear of all liens, encumbrances, equities or claims, will pass to the Purchasers, assuming that the Purchasers are acquiring the Notes in good faith and without notice of any "adverse claims" within the meaning of Article 8 of the Uniform Commercial Code. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS As an inducement to the Company to enter into this Agreement and to consummate the transactions contemplated hereby, each of the Purchasers severally and not jointly, hereby represents and warrants to the Company as follows: SECTION 4.1 DUE ORGANIZATION. Purchaser has been duly organized and is validly existing under the laws of its jurisdiction of organization, with power and authority (corporate or similar) to own its properties and conduct its business and has been duly qualified for the transaction of business under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, or is subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction. SECTION 4.2 AUTHORITY. Purchaser has all necessary power and authority (corporate or similar) to enter into this Agreement, and to consummate the transactions contemplated hereby. SECTION 4.3 NON-CONTRAVENTION. The execution, delivery and performance of this Agreement by Purchaser and the consummation of the transac tions contemplated hereby do not and will not, (a) conflict with or result in a breach of any of the terms and provisions of, or constitute a default (or an event which with notice or lapse of time, or both, would constitute a default) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of Purchaser or any of its subsidiaries pursuant to any agreement, instrument, franchise, license or permit to which Purchaser or any of its subsidiaries is a party or by which any of such entities or their respective proper ties or assets may be bound or (b) violate or conflict with any judgment, decree, order, statute, rule or regulation of any court or any public, governmental or regulatory agency or body applicable to Purchaser or any of its subsidiaries or any of their respective properties or assets. The execution, delivery and performance of this Agreement by Purchaser and the consummation of the transactions contemplated hereby do not and will not violate or conflict with any provision of the organizational documents of Purchaser or any of its subsidiaries, as currently in effect. No consent, approval, authorization, order, registration, filing, qualifica tion, license or permit of or with any court or any governmental agency or body applicable to Purchaser or any of its subsidiaries or any of their respective proper ties or assets is required for the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby, including the sale and delivery of the Notes to be sold and delivered by Purchaser hereunder. SECTION 4.4 ENFORCEABILITY OF AGREEMENT. This Agreement has been duly and validly authorized, executed and delivered by Purchaser and does not require any further authorization or consent of Purchaser, and is a valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms. SECTION 4.5 SECURITIES ACT. Purchaser understands that the Notes have not been registered pursuant to the provisions of the Securities Act of 1933, as amended (the "Securities Act") and that the Notes may only be resold if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available. Purchaser is a sophisticated investor that understands the risks inherent in its purchase of the Notes and can afford a complete loss of its investment in the Notes. SECTION 4.6 FUNDS. Purchaser has or will at Closing have sufficient funds to pay, pursuant to Article I hereof, the purchase price set forth opposite its name on Schedule A hereto (plus the accrued interest described in Article I). ARTICLE V CONDITIONS TO THE OBLIGATIONS OF THE PARTIES SECTION 5.1 CONDITIONS TO OBLIGATIONS OF THE PURCHASERS. The obligations of each of the Purchasers to purchase and pay for the Notes as provided herein shall be subject to the condition that (a) all the representations and warran ties of the Company herein are, on the date hereof and as of the Closing Date, true and correct and (b) that the Company shall have performed all of its obligations hereunder. No Purchaser shall be obligated to purchase and pay for the Notes unless each of the other Purchasers elects to purchase and pay for the Notes. SECTION 5.2 CONDITION TO OBLIGATIONS OF EACH PARTY. The obligations of each of the Company and the Purchasers to consummate the transac tions contemplated by this Agreement are subject to the condition that no tempo rary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction prohibiting or preventing consummation of the transactions contemplated by this Agreement shall be in effect. SECTION 5.3 CONDITIONS TO OBLIGATIONS OF THE COMPANY. The obligations of the Company to sell the Notes to each of the Purchasers shall be subject to the condition that (a) all the representations and warranties of each of the Purchasers herein are, on the date hereof and as of the Closing Date, true and correct and (b) that each of the Purchasers shall have performed all of their obliga tions hereunder. ARTICLE VI ADDITIONAL COVENANTS SECTION 6.1 PAYMENT OF EXPENSES. Each party hereto shall pay its own expenses incurred in connection with this Agreement. SECTION 6.2 VOTING AGREEMENT. (a) At any meeting of share holders of TLC, and at any adjournment thereof, at which such shareholders are to vote on the issuance of TLC Series A Convertible Participating Preferred Stock to the Purchasers on terms that are substantially identical to those contained in the Purchase Agreements (the "Preferred Stock Issuance"), the Company will, in person or by proxy, vote or cause to be voted in favor of the Preferred Stock Issuance all shares of TLC Common Stock then owned of record or beneficially by the Company (the "Company Common Stock"). (b) Until the earlier of the date on which the shareholders of TLC vote upon the Preferred Stock Issuance and the date on which this Agreement is terminated in accordance with Article VII hereof, the Company will not (i) grant to any person (other than the proxies named on the proxy card distributed by TLC in connection with the Preferred Stock Issuance) a proxy to vote the Company Common Stock or (ii) enter into a voting trust or similar agreement or arrangement with respect to the Company Common Stock. Nothing in this Section 6.2 shall restrict the ability of the Company to sell, transfer, or otherwise dispose of any shares of Company Common Stock at any time prior to or following the Closing Date. ARTICLE VII TERMINATION Notwithstanding anything contained herein to the contrary, this Agreement may be terminated at any time prior to the Closing Date: (a) By the mutual written consent of the Purchasers and the Company; (b) By any Purchaser or the Company if the Closing has not occurred six months from the date hereof and this Agreement has not previously been terminated; provided, however, that the right to terminate the Agreement under this Section 8(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date; (c) By any Purchaser or the Company if any of the Purchase Agreements are terminated; (d) By any Purchaser or the Company if the shareholders of TLC fail to approve the Preferred Stock Issuance; and (e) By the Company within 10 days after notice that the Purchase Agreements have been amended in a manner materially adverse to the Company. In the event that this Agreement shall be terminated pursuant to this Article VIII, all further obligations of the parties under this Agreement shall be terminated without further liability of any party to any other party, provided that nothing herein shall relieve any party from liability for its willful breach of this Agreement. ARTICLE VIII MISCELLANEOUS SECTION 8.1 GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to the conflict of rules thereof. SECTION 8.2 SURVIVAL. All representations and warranties, covenants and agreements contained in this Agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Purchaser or any controlling person thereof or by or on behalf of the Company, any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Notes to and by the Purchasers. SECTION 8.3 SUCCESSORS AND ASSIGNS. Except as otherwise provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors and permitted assigns of the parties hereto. No assignment of this Agreement may be made by either party at any time, whether or not by operation of law, without the other party's prior written consent, except that each Purchaser may assign any of its rights hereunder to an affiliate of such Purchaser, or to another Purchaser or any of such other Purchaser's affiliates, without the Company's consent provided that such affiliate expressly assumes in writing all of such Purchaser's obligations hereunder and provided that no such assignment shall relieve the assigning Purchaser of its obligations hereunder. SECTION 8.4 ENTIRE AGREEMENT; AMENDMENT. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subjects hereof. The parties agree that the representations and warranties contained herein are only representations and warranties among the parties. Except as expressly provided herein, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge or termination is sought. SECTION 8.5 NOTICES, ETC. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail (registered or certified, return receipt requested), telex, telecopier or courier guaranteeing overnight delivery, addressed (a) if to the Company, at 435 North Michigan Avenue, Chicago, Illinois 60611, Attention: Senior Vice President-Development and Attention: General Counsel, (b) if to affiliates of Thomas H. Lee Company, at 75 State Street, Boston, Massachusetts 02109, Attention: Anthony J. DiNovi, or at such other address as shall have been furnished to the Company, (c) if to affiliates of Bain Capital Inc., at Two Copley Place, Boston, Massachusetts 02116, Attention: Mark Nunnelly, or at such other address as shall have been furnished to the Company and (d) if to affiliates of Centre Partners Management LLC, at 30 Rockefeller Plaza, Suite 5050, New York, New York 10020, Attention: Paul J. Zepf or at such other addresses as shall have been furnished to the Company with a copy to Louis A. Goodman of Skadden, Arps, Slate, Meagher & Flom LLP at One Beacon Street, Boston, Massachusetts 02108. All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five business days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt is acknowledged, if telecopied; and on the next business day, if timely delivered to a courier guaranteeing overnight delivery. SECTION 8.6 DELAYS OR OMISSIONS. Except as expressly provided herein, no delay or omission to exercise any right, power or remedy accruing to the Company or any Purchaser upon any breach or default of any party under this Agreement, shall impair any such right, power or remedy of the Company or any Purchaser nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of the Company or any Purchaser of any breach or default under this Agreement, or any waiver on the part of any such party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to the Company or the Purchaser, shall be cumulative and not alternative. SECTION 8.7 COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which may be executed by only one of the parties hereto, each of which shall be enforceable against the party actually executing such counterpart, and all of which together shall constitute one instrument. SECTION 8.8 SEVERABILITY. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provisions; provided that no such severability shall be effective if it materially changes the economic benefit of this Agreement to any party. SECTION 8.9 TITLES AND SUBTITLES. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. SECTION 8.10 NO PUBLIC ANNOUNCEMENT. Neither the Company nor any Purchaser shall make any press release or other public announcement concerning the purchase and sale of the Notes contemplated by this Agreement except (i) as and to the extent that any such party shall be obligated to make any such disclosure by law or the requirements of any applicable national securities exchange and then only after consultation with the other regarding the basis of such obligation and the content of such press release or other public announcement, or (ii) as the Company and the Purchasers shall mutually agree. IN WITNESS WHEREOF, each of the undersigned has caused the foregoing Agreement to be executed by one of its duly authorized officers as of the date first above written. TRIBUNE COMPANY By: /s/ Donald C. Grenesko ---------------------------- Name: Donald C. Grenesko Title: Senior Vice President PURCHASERS: THOMAS H. LEE EQUITY FUND III, L.P. By: THL Equity Advisors III Limited Partnership, as General Partner By: THL Equity Trust III, as General Partner By: /s/ Anthony J. DiNovi ___________________________ Name: Anthony J. DiNovi Title: Vice President THOMAS H. LEE FOREIGN FUND III, L.P. By: THL Equity Advisors III Limited Partnership, as General Partner By: THL Equity Trust III, as General Partner By: /s/ Anthony J. DiNovi ___________________________ Name: Anthony J. DiNovi Title: Vice President THOMAS H. LEE COMPANY By: /s/ Anthony J. DiNovi ____________________________ Name: Anthony J. DiNovi Title: Managing Director BAIN CAPITAL FUND V, L.P. By: Bain Capital Partners V, L.P., as General Partner By: Bain Capital Investors V, Inc., as General Partner By: /s/ Mark E. Nunnelly ____________________________ Name: Mark E. Nunnelly Title: Managing Director BAIN CAPITAL FUND V-B, L.P. By: Bain Capital Partners V, L.P., as General Partner By: Bain Capital Investors V, Inc., as General Partner By: /s/ Mark E. Nunnelly ______________________________ Name: Mark E. Nunnelly Title: Managing Director BCIP ASSOCIATES, L.P. By: /s/ Mark E. Nunnelly ___________________________ Name: Mark E. Nunnelly Title: General Partner BCIP TRUST ASSOCIATES, L.P. By: /s/ Mark E. Nunnelly __________________________ Name: Mark E. Nunnelly Title: Managing Director CENTRE CAPITAL INVESTORS II, L.P. CENTRE CAPITAL TAX-EXEMPT INVESTORS II, L.P. CENTRE CAPITAL OFFSHORE INVESTORS II, L.P. By: Centre Partners II, L.P., as General Partner By: Centre Partners Management LLC, as Attorney-in-fact By: /s/ Jonathan H. Kagan ___________________________ Managing Director STATE BOARD OF ADMINISTRATION OF FLORIDA By: Centre Parallel Management Partners, L.P., as Manager By: Centre Partners Management LLC, as Attorney-in-fact By: /s/ Jonathan H. Kagan ______________________________ Managing Director CENTRE PARALLEL MANAGEMENT PARTNERS, L.P. CENTRE PARTNERS COINVESTMENT, L.P. By: Centre Partners II LLC, as General Partner By: /s/ Jonathan H. Kagan ___________________________ Managing Director SCHEDULE A
Principal Amount of Purchase Name of Purchaser Notes to be Purchased Price ----------------- --------------------- -------- Thomas H. Lee Company Entities $91,463,400 $75,000,000 THOMAS H. LEE EQUITY FUND III, L.P. THOMAS H. LEE FOREIGN FUND III, L.P. THOMAS H. LEE COMPANY BAIN CAPITAL, INC. ENTITIES $34,146,400 $28,000,000 BAIN CAPITAL FUND V, L.P. BAIN CAPITAL FUND V-B, L.P. BCIP ASSOCIATES, L.P. BCIP TRUST ASSOCIATES, L.P. CENTRE PARTNERS MANAGEMENT LLC ENTITIES $24,390,200 $20,000,000 CENTRE CAPITAL INVESTORS II, L.P. CENTRE CAPITAL TAX-EXEMPT INVESTORS II, L.P. CENTRE CAPITAL OFFSHORE INVESTORS II, L.P. STATE BOARD OF ADMINISTRATION OF FLORIDA CENTRE PARALLEL MANAGEMENT PARTNERS, L.P. CENTRE PARTNERS COINVESTMENT, L.P. -------------------------- ------------ TOTAL $150,000,000 $123,000.000
EX-99 7 EXHIBIT D - REGISTRATION RIGHTS AGREEMENT Exhibit D REGISTRATION RIGHTS AGREEMENT by and among THE LEARNING COMPANY, INC. and THE PURCHASERS NAMED HEREIN Dated as of August 26, 1997 TABLE OF CONTENTS Section Page 1. Introduction................................................... 1 2. Registration under Securities Act, etc......................... 1 2.1 Registration on Request....................................... 1 (a) Request................................................. 1 (b) Registration Statement Form............................. 2 (c) Expenses................................................ 2 (d) Effective Registration Statement........................ 2 (e) Selection of Underwriters............................... 3 (f) Priority in Requested Registrations..................... 3 (g) Limitation on Registration on Request................... 3 2.2 Incidental Registration....................................... 4 (a) Right to Include Registrable Securities................. 4 (b) Priority in Incidental Registrations.................... 5 2.3 Registration Procedures....................................... 5 2.4 Underwritten Offerings........................................ 11 (a) Requested Underwritten Offerings........................ 11 (b) Incidental Underwritten Offerings....................... 12 (c) Holdback Agreements..................................... 12 (d) Participation in Underwritten Offerings................. 13 2.5 Preparation; Reasonable Investigation......................... 13 2.6 Indemnification............................................... 14 (a) Indemnification by the Company.......................... 14 (b) Indemnification by the Sellers.......................... 15 (c) Notices of Claims, etc.................................. 15 (d) Other Indemnification................................... 16 (e) Indemnification Payments................................ 16 (f) Contribution............................................ 16 2.7 Adjustments Affecting Registrable Securities.................. 18 3. Definitions.................................................... 18 4. Rule 144....................................................... 21 5. Amendments and Waivers......................................... 21 6. Nominees for Beneficial Owners................................. 21 7. Notices........................................................ 22 8. Assignment..................................................... 22 9. Descriptive Headings.......................................... 23 10. GOVERNING LAW................................................. 23 11. Counterparts.................................................. 23 12. Entire Agreement.............................................. 23 14. Severability.................................................. 23 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of August 26, 1997, among THE LEARNING COMPANY, a Delaware corporation (the "Company"), and each of the other parties listed on the signature pages hereto (each a "Purchaser" and, collectively, the "Purchasers"). 1. Introduction. The Company is a party to three separate Securities Purchase Agreements (the "Purchase Agreements"), each dated as of August 26, 1997, with the Purchasers pursuant to which the Purchasers have agreed to purchase from the Company an aggregate of 750,000 shares of Series A Convertible Participating Preferred Stock, par value $.01 per share, of the Company (the "Convertible Preferred Stock"). Certain capitalized terms used in this Agreement are defined in Section 3 hereof. 2. Registration under Securities Act, etc. 2.1 Registration on Request. (a) Request. At any time or from time to time after the Applicable Period, upon the written request of one or more holders (the "Initiating Holders") of Registrable Securities holding (a) in the case of the first and second registrations effected pursuant to this Section 2.1 and during the five-year period commencing on the date hereof, a majority of the Registrable Securities then outstanding on an as-converted basis, and (b) in the case of the third and fourth registrations effected pursuant to this Section 2.1, or the first and second registrations if such registrations are not effected within five years hereof, at least 15% of the Registrable Securities then outstanding on an as-converted basis, requesting that the Company effect the registration under the Securities Act of all or part of such Initiating Holders' Registrable Securities and specifying the intended method of disposition thereof, the Company will promptly give written notice of such requested registration to all registered holders of Registrable Securities, and thereupon the Company will, subject to the terms of this Agreement, use its best efforts to effect the registration under the Securities Act of: (i) the Registrable Securities which the Company has been so requested to register by such Initiating Holders for disposition in accordance with the intended method of disposition stated in such request; and (ii) all other Registrable Securities the holders of which shall have made a written request to the Company for registration thereof within 30 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Securities); all to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered. (b) Registration Statement Form. Registrations under this Section 2.1 shall be on such appropriate registration form of the Commission (i) as shall be selected by the Company and (ii) as shall permit the disposition of such Registrable Securities in accordance with the intended method or methods of disposition specified in their request for such registration. If, in connection with any registration under this Section 2.1 which is proposed by the Company to be on Form S-3 or any similar short form registration statement which is a successor to Form S-3, the managing underwriters, if any, shall advise the Company in writing that in their opinion the use of another permitted form is of material importance to the success of the offering, then such registration shall be on such other permitted form. (c) Expenses. The Company will pay all Registration Expenses in connection with any registration requested pursuant to this Section 2.1. (d) Effective Registration Statement. A registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (i) unless a registration statement with respect thereto has become effective, and remained effective in compliance with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement until such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement, provided, that except with respect to any registration statement on Form S-3 filed pursuant to Rule 415 under the Securities Act, such period need not exceed 180 days, and provided, further, that a registration requested pursuant to this Section 2.1 shall be deemed to have been effected if a registration statement with respect thereto is withdrawn at the request of the Initiating Holders for any reason other than a material adverse development involving the Company, (ii) if, after it has become effective, such registration becomes subject to any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason or (iii) the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than by reason of some act or omission by such Initiating Holders. (e) Selection of Underwriters. If a requested registration pursuant to this Section 2.1 involves an underwritten offering, the managing or lead underwriter or underwriters thereof shall be selected by the holders of at least a majority (by number of shares) of the Registrable Securities as to which registration has been requested and shall be acceptable to the Company, which shall not unreasonably withhold its acceptance of any such underwriters. (f) Priority in Requested Registrations. If a requested registration pursuant to this Section 2.1 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering within a price range acceptable to the holders of a majority of the Registrable Securities requested to be included in such registration, the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering, Registrable Securities requested to be included in such registration by the holder or holders of Registrable Securities, pro rata among such holders requesting such registration on the basis of the number of such securities requested to be included by such holders. (g) Limitation on Registration on Request. Subject to Sections 1(d) and 1(f), in no event will the Company be required to effect, in the aggregate, more than four registrations pursuant to this Section 2.1 provided, however, that the Company will be required to effect only one registration of Option Shares and Related Registrable Securities. If, while a registration request is pending pursuant to this Section 2.1, the Board of Directors of the Company makes a good faith determination that the filing of the requested registration would adversely affect either (i) a pending transaction of the Company or (ii) a securities offering which the Company plans to undertake, the Company shall not be required to effect a registration pursuant to this Section 2.1 until the consummation of such transaction or registration; provided, however, that the Company may only assert either of such delays once during any 12-month period, and any such asserted delay with respect to the Company's obligation to effect a registration pursuant to this Section 2.1 shall in no event exceed 90 days. 2.2 Incidental Registration. (a) Right to Include Registrable Securities. If the Company at any time proposes to register, after the Applicable Period, any of its securities under the Securities Act (other than by a registration on Form S-4 or S-8, or any successor or similar forms, and other than pursuant to Section 2.1), whether or not for sale for its own account, it will each such time give prompt written notice to all holders of Registrable Securities of its intention to do so and of such holders' rights under this Section 2.2. Upon the written request of any such holder (a "Requesting Holder") made within 30 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof), the Company will, subject to the terms of this Agreement, use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders thereof, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register, provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 2.1, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 2.1. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2.2. (b) Priority in Incidental Registrations. If (i) a registration pursuant to this Section 2.2 involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction, (ii) the Registrable Securities so requested to be registered for sale for the account of holders of Registrable Securities are not also to be included in such underwritten offering (either because the Company has not been requested so to include such Registrable Securities pursuant to Section 2.4(b) or, if requested to do so, is not obligated to do so under Section 2.4(b), and (iii) the managing underwriter of such underwritten offering shall inform the Company and holders of the Registrable Securities requesting such registration by letter of its belief that the distribution of all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the approximate number of such Registrable Securities which may be distributed without such effect), then the Company may, upon written notice to all holders of such Registrable Securities, reduce pro rata (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities the registration of which shall have been requested by each holder of Registrable Securities so that the resultant aggregate number of such Registrable Securities so included in such registration shall be equal to the number of shares stated in such managing underwriter's letter. 2.3 Registration Procedures. If and whenever the Company is required to use its best efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Sections 2.1 and 2.2 the Company shall, as expeditiously as possible: (i) prepare and as soon as reasonably practicable file with the Commission the requisite registration statement to effect such registration (including such audited financial statements as may be required by the Securities Act or the rules and regulations promulgated thereunder) and thereafter use its reasonable efforts to cause such registration statement to become and remain effective, provided however that the Company may discontinue any registration of its securities which are not Registrable Securities (and, under the circumstances specified in Section 2.2(a), its securities which are Registrable Securities) at any time prior to the effective date of the registration statement relating thereto, provided further that before filing such registration statement or any amendments thereto, the Company will furnish to the counsel selected by the holders of Registrable Securities which are to be included in such registration copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel; (ii) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement until such time as all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement; provided, that except with respect to any such registration statement on Form S-3 filed pursuant to Rule 415 under the Securities Act, such period need not exceed 180 days; (iii) furnish to each seller of Registrable Securities covered by such registration statement and each underwriter, if any, of the securities being sold by such seller such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents, as such seller and underwriter, if any, may reasonably request; (iv) use its best efforts to register or qualify all Registrable Securities and other securities covered by such registration statement under such other securities laws or blue sky laws of such jurisdictions as any seller thereof and any underwriter of the securities being sold by such seller shall reasonably request, to keep such registrations or qualifications in effect for so long as such registration statement remains in effect, and to take any other action which may be reasonably necessary or advisable to enable such seller and underwriter to consummate the disposition in such jurisdictions of the securities owned by such seller, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this subdivision (iv) be obligated to be so qualified or to consent to general service of process in any such jurisdiction; (v) use its best efforts to cause all Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary in the opinion of counsel to the Company and counsel to the seller or sellers of Registrable Securities to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities; (vi) notify each seller of Registrable Securities and the managing underwriter or underwriters, if any, promptly and confirm such advice in writing promptly thereafter: (v) when the registration statement, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement has been filed, and, with respect to the registration statement or any post-effective amendment thereto, when the same has become effective; (w) of any request by the Commission for amendments or supplements to the registration statement or the prospectus or for additional information; (x) of the issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings by any Person for that purpose; (y) if at any time the representations and warranties of the Company made as contemplated by Section 2.4 below cease to be true and correct; and (z) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or blue sky laws of any jurisdiction or the initiation or threat of any proceeding for such purpose. (vii) notify each seller of Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and at the request of any such seller promptly prepare and furnish to such seller and each underwriter, if any, a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (viii) use its best efforts to obtain the withdrawal of any order suspending the effectiveness of the registration statement at the earliest possible moment; (ix) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months, but not more than eighteen months, beginning with the first day of the Company's first full calendar month after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder, and will furnish to each such seller at least five business days prior to the filing thereof a copy of any amendment or supplement to such registration statement or prospectus and shall not file any thereof to which any such seller shall have reasonably objected on the grounds that such amendment or supplement does not comply in all material respects with the requirements of the Securities Act or of the rules or regulations thereunder; (x) make available for inspection by a representative or representatives of the holders of Registrable Securities, any underwriter participating in any disposition pursuant to the registration statement and any attorney or accountant retained by such selling holders or underwriter (each, an "Inspector"), all financial and other records, pertinent corporate documents and properties of the Company (the "Records"), and cause the Company's officers, directors and employees to supply all information reasonably requested by any such Inspector in connection with such registration in order to permit a reasonable investigation within the meaning of Section 11 of the Securities Act; (xi) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by such registration statement from and after a date not later than the effective date of such registration statement; (xii) enter into such agreements and take such other actions as sellers of such Registrable Securities holding a majority of the shares so to be sold shall reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; (xiii) use its best efforts to list all Registrable Secu- rities covered by such registration statement on any securities exchange on which any of the securities of the same class as the Registrable Securities are then listed and, if no such Registrable Securities are so listed, on any national securities exchange on which the Common Stock is then listed; and (xiv) use its best efforts to provide a CUSIP number for the Registrable Securities, not later than the effective date of the registration statement. The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish the Company such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request in writing. The Company will not file any registration statement or amendment thereto or any prospectus or any supplement thereto (including such documents incorporated by reference and proposed to be filed after the initial filing of the registration statement) to which the holders of a majority of the Registrable Securities covered by such registration statement or the underwriter or underwriters, if any, shall reasonably object, provided that the Company may file such document in a form required by law or upon the advice of its counsel. Each holder of Registrable Securities agrees by acquisition of such Registrable Securities that, upon receipt of any notice from the Company of the occurrence of any event of the kind described in Section 2.3(viii), such holder will forthwith discontinue such holder's disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until such holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 2.3(viii) and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such holder's possession of the prospectus relating to such Registrable Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the period mentioned in Section 2.1(d) and Section 2.3(ii) shall be extended by the length of the period from and including the date when each seller of any Registrable Securities covered by such registration statement shall have received such notice to the date on which each such seller has received the copies of the supplemented or amended prospectus contemplated by Section 2.3(viii). If any such registration statement refers to any holder of Registrable Securities by name or otherwise as the holder of any securities of the Company, then such holder shall have the right to require (i) the insertion therein of language, in form and substance satisfactory to such holder, to the effect that the holding by such holder of such securities is not to be construed as a recommendation by such holder of the investment quality of the Company's securities covered thereby and that such holding does not imply that such holder will assist in meeting any future financial requirements of the Company, or (ii) in the event that such reference to such holder by name or otherwise is not required by the Securities Act or any similar federal statute then in force, the deletion of the reference to such holder. 2.4 Underwritten Offerings. (a) Requested Underwritten Offerings. If requested by the underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 2.1, the Company will enter into an underwriting agreement with such underwriters for such offering, such agreement to be satisfactory in substance and form to the Company, each such holder and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of this type, including, without limitation, indemnities to the effect and to the extent provided in Section 2.6. The holders of the Registrable Securities will cooperate with the Company in the negotiation of the underwriting agreement and will give consideration to the reasonable suggestions of the Company regarding the form thereof, provided that nothing herein contained shall diminish the foregoing obligations of the Company. The holders of Registrable Securities to be distributed by such underwriters shall be parties to such underwriting agreement and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. Any such holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law. (b) Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Section 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any Requesting Holder of Registrable Securities as provided in Section 2.2 and subject to the provisions of Section 2.2(b), use its reasonable efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder among the securities to be distributed by such underwriters, provided that if the managing underwriter of such underwritten offering shall inform the holders of the Registrable Securities requesting such registration by letter of its belief that inclusion in such underwritten distribution of all or a specified number of such Registrable Securities would interfere with the successful marketing of the securities (other than such Registrable Securities) by the underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be included in such underwritten offering without such effect), then the Company may, upon written notice to all holders of such Registrable Securities, exclude pro rata from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities so that the resultant aggregate number of such Registrable Securities shall be equal to the approximate number of shares stated in such managing underwriter's letter. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. (c) Holdback Agreements. (i) Each holder of Registrable Securities agrees by acquisition of such Registrable Securities, if so required by the managing underwriter, not to sell, make any short sale of, loan, grant any option for the purchase of, effect any public sale or distribution of or otherwise dispose of any equity securities of the Company, during the 90 days after any underwritten registration pursuant to Section 2.1 or 2.2 has become effective, except as part of such underwritten registration, whether or not such holder participates in such registration. Notwithstanding the foregoing sentence, each holder of Registrable Securities subject to the foregoing sentence shall be entitled to sell during the foregoing period securities in a private sale as long as the purchaser agrees to be bound by the provisions of this Section 2.4(c)(i) for the balance of such 90 day period. (ii) The Company agrees if so requested by the managing underwriter not to sell, make any short sale of, loan, grant any option for the purchase of, effect any public sale or distribution of or otherwise dispose of its equity securities or securities convertible into or exchangeable or exercisable for any of such securities during the seven days prior to and the 90 days after any underwritten registration pursuant to Section 2.1 or 2.2 has become effective, except as part of such underwitten registration and except in connection with a stock option plan, stock purchase plan, managing directors' plan, or savings or similar plan, or an acquisition of a business, merger or exchange of stock for stock or any private placement of stock in which the purchaser agrees to be bound by the provisions of this Section 2.4(c)(ii) for the balance of such 90 day period. (d) Participation in Underwritten Offerings. No Person may participate in any underwritten offering hereunder unless such Person (i) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved, subject to the terms and conditions hereof, by the holders of a majority of Registrable Securities to be included in such underwritten offering and (ii) completes and executes all questionnaires, indemnities, underwriting agreements and other documents (other than powers of attorney) required under the terms of such underwriting arrangements. 2.5 Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders of Registrable Securities registered under such registration statement, their underwriters, if any, each Requesting Holder and their respective counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act. 2.6 Indemnification. (a) Indemnification by the Company. In the event of any registration of any securities of the Company under the Securities Act, the Company will, and hereby does agree to, indemnify and hold harmless in the case of any registration statement filed pursuant to Section 2.1 or 2.2, the holder of any Registrable Securities covered by such registration statement, its directors and officers, each other Person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls such holder or any such underwriter within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which such holder or any such director, officer, underwriter or controlling Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse such holder, director, officer, underwriter and controlling Person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that the Company shall not be liable to any such holder, director, officer, underwriter or controlling Person, as the case may be, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such holder or underwriter, as the case may be, specifically stating that it is for use in the preparation thereof and, provided further that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities or to any other Person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such holder or any such director, officer, underwriter or controlling Person and shall survive the transfer of such securities by such holder. (b) Indemnification by the Sellers. The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.3, that the Company shall have received an undertaking satisfactory to it from the prospective seller of such Registrable Securities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 2.6(a)) the Company, each director of the Company, each officer of the Company and each other person, if any, who controls the Company within the meaning of the Securities Act, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such seller specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, provided, however, that the liability of such indemnifying party under this Section 2.6(b) shall be limited to the amount of proceeds received by such indemnifying party in the offering giving rise to such liability. Any such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such seller. (c) Notices of Claims, etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subdivisions of this Section 2.6, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action, provided that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 2.6, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party shall be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that the indemnifying party may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the consent of the indemnified party, consent to entry of any judgment or enter into any settlement of any such action which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. No indemnified party shall consent to entry of any judgment or enter into any settlement of any such action the defense of which has been assumed by an indemnifying party without the consent of such indemnifying party. (d) Other Indemnification. Indemnification similar to that specified in the preceding subdivisions of this Section 2.6 (with appropriate modifications) shall be given by the Company and each seller of Registrable Securities with respect to any required registration or other qualification of securities under any Federal or state law or regulation of any governmental authority, other than the Securities Act. (e) Indemnification Payments. The indemnification required by this Section 2.6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or expense, loss, damage or liability is incurred. (f) Contribution. If the indemnification provided for in this Section 2.6 is unavailable to an indemnified party in respect of any expense, loss, claim, damage or liability referred to therein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such expense, loss, claim, damage or liability (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the holder or underwriter, as the case may be, on the other from the distribution of the Registrable Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the holder or underwriter, as the case may be, on the other in connection with the statements or omissions which resulted in such expense, loss, damage or liability, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the holder or underwriter, as the case may be, on the other in connection with the distribution of the Registrable Securities shall be deemed to be in the same proportion as the total net proceeds received by the Company from the initial sale of the Registrable Securities by the Company to the purchasers pursuant to the Purchase Agreements bear to the gain, if any, realized by the selling holder or the underwriting discounts and commissions received by the underwriter, as the case may be. The relative fault of the Company on the one hand and of the holder or underwriter, as the case may be, on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission to state a material fact relates to information supplied by the Company, by the holder or by the underwriter and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission, provided that the foregoing contribution agreement shall not inure to the benefit of any indemnified party if indemnification would be unavailable to such indemnified party by reason of the provisions contained in the first sentence of Section 2.6(a), and in no event shall the obligation of any indemnifying party to contribute under this Section 2.6(f) exceed the amount that such indemnifying party would have been obligated to pay by way of indemnification if the indemnification provided for under Section 2.6(a) or (b) had been available under the circumstances. The Company and the holders of Registrable Securities agree that it would not be just and equitable if contribution pursuant to this Section 2.6(f) were determined by pro rata allocation (even if the holders, Requesting Holders and any underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth in the preceding sentence and Section 2.6(c), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 2.6(f), no holder of Registrable Securities or underwriter shall be required to contribute any amount in excess of the amount by which (i) in the case of any such holder, the net proceeds received by such holder from the sale of Registrable Securities or (ii) in the case of an underwriter, the total price at which the Registrable Securities purchased by it and distributed to the public were offered to the public exceeds, in any such case, the amount of any damages that such holder or underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. 2.7 Adjustments Affecting Registrable Securities. The Company will not effect or permit to occur any combination or subdivision of Shares which would adversely affect the ability of the holders of Registrable Securities to include such Registrable Securities in any registration of its securities contemplated by this Section 2 or the marketability of such Registrable Securities under any such registration. 3. Definitions. As used herein, unless the context otherwise requires, the following terms have the following respective meanings: Applicable Period: In the case of a proposed registration by an Initiating Holder or Requesting Holder, as the case may be, of (a) Conversion Shares and any Related Registrable Securities, 18 months from the Closing Date, (b) Convertible Preferred Stock and any Related Registrable Securities, 30 months from the Closing Date and (c) Option Shares and any Related Registrable Securities, the period ending on the date of first issuance of Option Shares; provided, however, that the Applicable Period shall immediately cease upon a mandatory conversion of the Convertible Preferred Stock pursuant to Section 8.10.1 of the Certificate of Designation for the Convertible Preferred Stock. Closing Date: The date on which the Convertible Preferred Stock is first issued. Commission: The Securities and Exchange Commission or any other Federal agency at the time administering the Securities Act. Common Stock: The common stock, par value $.01 per share, of the Company. Company: As defined in the introductory paragraph of this Agreement. Conversion Shares: The shares of Common Stock issued or issuable upon conversion of the Convertible Preferred Stock. Convertible Preferred Stock: As defined in Section 1 of this Agreement. Exchange Act: The Securities Exchange Act of 1934, or any similar Federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. Reference to a particular section of the Securities Exchange Act of 1934 shall include a reference to the comparable section, if any, of any such similar Federal statute. Initiating Holders: As defined in Section 2.1 of the Agreement. Option Shares: Shares of Common Stock issued pursuant to the Stock Option Agreements dated as of the date hereof between the Company and affiliates of the Purchasers. Person: A corporation, an association, a partnership, an organiza- tion, business, an individual, a governmental or political subdivi- sion thereof or a governmental agency. Purchase Agreements: As defined in Section 1. Registrable Securities: (i) any Conversion Shares and any Related Registrable Securities, (ii) any Convertible Preferred Stock and any Related Registrable Securities and (iii) any Option Shares and any Related Registrable Securities. As to any particular Registrable Securities, once issued such securities shall cease to be Registrable Securities when (a) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (b) they shall have been sold as permitted by Rule 144 (or any successor provision) under the Securities Act, (c) they shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of them shall not require registration of them under the Securities Act, or (d) they shall have ceased to be outstanding. In calculating a percentage of Registrable Securities held, each share of Convertible Preferred Stock shall be deemed to be equivalent to the number of shares of Common Stock into which it is then convertible. Registration Expenses: All expenses incident to the Company's performance of or compliance with Section 2, including, without limitation, all registration, filing and NASD fees, all stock exchange listing fees, all fees and expenses of complying with securities or blue sky laws, all word processing, duplicating and printing expenses, messenger and delivery expenses, the fees and disbursements of counsel for the Company and of its independent public accountants, including the expenses of any special audits or "cold comfort" letters required by or incident to such performance and compliance, the reasonable fees and disbursements of one counsel retained by the holder or holders of a majority of the Registrable Securities being registered, but excluding underwriting discounts and commissions and transfer taxes, if any, provided, however, that in the event that the Company shall, in accordance with Section 2.2(a), not register any securities with respect to which it had given written notice of its intention to so register to holders of Registrable Securities, notwithstanding anything to the contrary in the foregoing, all of the costs incurred by Requesting Holders in connection with such registration shall be deemed Registration Expenses. Related Registrable Securities: With respect to Conversion Shares, Convertible Preferred Stock or Option Shares, any securities of the Company issued or issuable with respect to any Conversion Shares, Convertible Preferred Stock or Option Shares by way of a dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidated or other reorganization or otherwise. Requesting Holder: As defined in Section 2.2. Securities Act: The Securities Act of 1933, or any similar Federal statute, and the rules and regulations of the Commission thereunder, all as of the same shall be in effect at the time. References to a particular section of the Securities Act of 1933 shall include a reference to the comparable section, if any, of any such similar Federal statute. 4. Rule 144. The Company shall timely file the reports required to be filed by it under the Securities Act and the Exchange Act (including but not limited to the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c) of Rule 144 adopted by the Commission under the Securities Act) (or, if the Company is not required to file such reports, will, upon the request of any holder of Registrable Securities, make publicly available other information) and will take such further action as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities, the Company will deliver to such holder a written statement as to whether it has complied with the requirements of this Section 4. 5. Amendments and Waivers. This Agreement may be amended and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company shall have obtained the written consent to such amendment, action or omission to act, of the holder or holders of a majority of the shares of Registrable Securities. Each holder of any Registrable Securities at the time or thereafter outstanding shall be bound by any consent authorized by this Section 5, whether or not such Registrable Securities shall have been marked to indicate such consent. 6. Nominees for Beneficial Owners. In the event that any Registrable Securities are held by a nominee for the beneficial owner thereof, the beneficial owner thereof may, at its election, be treated as the holder of such Registrable Securities for purposes of any request or other action by any holder or holders of Registrable Securities pursuant to this Agreement or any determination of any number or percentage of shares of Registrable Securities held by any holder or holders of Registrable Securities contemplated by this Agreement. If the beneficial owner of any Registrable Securities so elects, the Company may require assurances reasonably satisfactory to it of such owner's beneficial ownership of such Registrable Securities. 7. Notices. Except as otherwise provided in this Agreement, all notices, requests and other communications to any Person provided for hereunder shall be in writing and shall be given to such Person (a) in the case of a party hereto other than the Company, addressed to such party in the manner set forth in the applicable Purchase Agreement or at such other address as such party shall have furnished to the Company in writing, or (b) in the case of any other holder of Registrable Securities, at the address that such holder shall have furnished to the Company in writing, or, until any such other holder so furnishes to the Company an address, then to and at the address of the last holder of such Registrable Securities who has furnished an address to the Company, or (c) in the case of the Company, at One Athenaeum Street, Cambridge, Massachusetts 02142 to the attention of its President, or at such other address, or to the attention of such other officer, as the Company shall have furnished to each holder of Registrable Securities at the time outstanding. Each such notice, request or other communication shall be effective (i) if given by mail, 72 hours after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid or (ii) if given by any other means (including, without limitation, by air courier), when delivered at the address specified above, provided that any such notice, request or communication to any holder of Registrable Securities shall not be effective until received. 8. Assignment. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns. In addition, and whether or not any express assignment shall have been made, the provisions of this Agreement which are for the benefit of the parties hereto other than the Company shall also be for the benefit of and enforceable by any subsequent holder of any Registrable Securities, subject to the provisions respecting the minimum numbers or percentages of shares of Registrable Securities required in order to be entitled to certain rights, or take certain actions, contained herein and provided that the rights of the Purchasers hereunder may only be assigned to holders of at least 75,000 shares of Convertible Preferred Stock or underlying Conversion Shares. Any assignee must agree in writing to be bound by the provisions of this Agreement. 9. Descriptive Headings. The descriptive headings of the several sections and paragraphs of this Agreement are inserted for reference only and shall not limit or otherwise affect the meaning hereof. 10. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS WITHOUT REFERENCE TO THE PRINCIPLES OF CONFLICTS OF LAWS. 11. Counterparts. This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute one and the same instrument. 12. Entire Agreement. This Agreement embodies the entire agreement and understanding between the Company and each other party hereto relating to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter. 13. Severability. If any provision of this Agreement, or the application of such provisions to any Person or circumstance, shall be held invalid, the remainder of this Agreement, or the application of such provision to Persons or circumstances other than those to which it is held invalid, shall not be affected thereby. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed under seal and delivered by their respective officers thereunto duly authorized as of the date first above written. THE LEARNING COMPANY, INC. By: /s/ R. Scott Murray _______________________________ Name: R. Scott Murray Title: Executive Vice President and Chief Financial Officer PURCHASERS: THOMAS H. LEE EQUITY FUND III, L.P. By: THL Equity Advisors III Limited Partnership, as General Partner By: THL Equity Trust III, as General Partner By /s/ Anthony J. DiNovi ____________________________________ Name: Anthony J. DiNovi Title: Vice President THOMAS H. LEE FOREIGN FUND III, L.P. By: THL Equity Advisors III Limited Partnership, as General Partner By: THL Equity Trust III, as General Partner By /s/ Anthony J. DiNovi ____________________________________ Name: Anthony J. DiNovi Title: Vice President THOMAS H. LEE COMPANY By /s/ Anthony J. DiNovi _____________________________________ Name: Anthony J. DiNovi Title: Managing Director BAIN CAPITAL FUND V, L.P. By: Bain Capital Partners V, L.P., as General Partner By: Bain Capital Investors V, Inc., as General Partner By /s/ Mark E. Nunnelly _____________________________________ Name: Mark E. Nunnelly Title: Managing Director BAIN CAPITAL FUND V-B, L.P. By: Bain Capital Partners V, L.P., as General Partner By: Bain Capital Investors V, Inc., as General Partner By /s/ Mark E. Nunnelly ____________________________________ Name: Mark E. Nunnelly Title: Managing Director BCIP ASSOCIATES, L.P. By /s/ Mark E. Nunnelly ____________________________________ Name: Mark E. Nunnelly Title: General Partner BCIP TRUST ASSOCIATES, L.P. By /s/ Mark E. Nunnelly ____________________________________ Name: Mark E. Nunnelly Title: Managing Director CENTRE CAPITAL INVESTORS II, L.P. CENTRE CAPITAL TAX-EXEMPT INVESTORS II, L.P. CENTRE CAPITAL OFFSHORE INVESTORS II, L.P. By: Centre Partners II, L.P., as General Partner By: Centre Partners Management LLC, as Attorney-in-fact By /s/ Jonathan H. Kagan ____________________________________ Name: Jonathan H. Kagan Title: Managing Director STATE BOARD OF ADMINISTRATION OF FLORIDA By: Centre Parallel Management Partners, L.P., as Manager By: Centre Partners Management LLC, as Attorney-in-fact By /s/ Jonathan H. Kagan ______________________________________ Name: Jonathan H. Kagan Title: Managing Director CENTRE PARALLEL MANAGEMENT PARTNERS, L.P. CENTRE PARTNERS COINVESTMENT, L.P. By: Centre Partners II LLC, as General Partner By /s/ Jonathan H. Kagan _______________________________________ Name: Jonathan H. Kagan Title: Managing Director EX-99 8 EXHIBIT E - POWER OF ATTORNEY EXHIBIT E Power of Attorney KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below, constitutes and appoints each of Scott M. Sperling and Anthony J. DiNovi, acting individually, as such person's true and lawful attorney in-fact and agent with full power of substitution and revocation for such person and in such person's name, place and stead, in any and all capacities, to execute, acknowledge, deliver and file any and all filings required by Sections 13 and 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, respecting securities of The Learning Company, Inc., a Delaware corporation, that the undersigned beneficially owns, including but not limited to, Schedules 13D, Schedules 13G, Forms 3, Forms 4 and Forms 5. This power of attorney shall be valid with respect to any of the undersigned from the date hereof until revoked by such person. IN WITNESS WHEREOF, each of the undersigned has executed this instru ment as of the 12th day of December, 1997. THOMAS H. LEE EQUITY FUND III, L.P. By: THL Equity Advisors III Limited Partnership, its General Partner By: THL Equity Trust III, its General Partner By:/s/ Anthony J. DiNovi -------------------------------------- Name: Anthony J. DiNovi Title: Vice President THOMAS H. LEE FOREIGN FUND III, L.P. By: THL Equity Advisors III Limited Partnership, its General Partner By: THL Equity Trust III, its General Partner By:/s/ Anthony J. DiNovi ------------------------------------- Name: Anthony J. DiNovi Title: Vice President THL EQUITY ADVISORS III LIMITED PARTNERSHIP By: THL Equity Trust III, its General Partner By:/s/ Anthony J. DiNovi -------------------------------------- Name: Anthony J. DiNovi Title: Vice President THL EQUITY TRUST III By:/s/ Anthony J. DiNovi ------------------------------------- Name: Anthony J. DiNovi Title: Vice President THL-CCI LIMITED PARTNERSHIP By: THL Investment Management Corp., its General Partner By: /s/ Wendy Masler ___________________________ Name: Wendy Masler Title: Vice President THL INVESTMENT MANAGEMENT CORP. By:/s/ Wendy Masler ------------------------------------ Name: Wendy Masler Title: Vice President /s/ David V. Harkins ------------------------------------ David V. Harkins THE 1995 HARKINS GIFT TRUST By:/s/ Sheryll Harkins ------------------------------------- Name: Sheryll Harkins Title: Trustee MEETINGHOUSE FOUNDATION, INC. By: PNC Bank, New England, as Trustee By: /s/ Peter K. Van Winkle _____________________________________ Name: Peter K. Van Winkle Title: Chief Inv. Officer and SVP /s/ Scott A. Schoen ---------------------------------------- Scott A. Schoen /s/ C. Hunter Boll --------------------------------------- C. Hunter Boll /s/ Scott M. Sperling ---------------------------------------- Scott M. Sperling /s/ Anthony J. DiNovi --------------------------------------- Anthony J. DiNovi /s/ Thomas M. Hagerty --------------------------------------- Thomas M. Hagerty /s/ Warren C. Smith, Jr. --------------------------------------- Warren C. Smith, Jr. /s/ Seth W. Lawry -------------------------------------- Seth W. Lawry /s/ Joseph J. Incandela -------------------------------------- Joseph J. Incandela /s/ Kent R. Weldon -------------------------------------- Kent R. Weldon /s/ Terrence M. Mullen -------------------------------------- Terrence M. Mullen /s/ Todd M. Abbrecht -------------------------------------- Todd M. Abbrecht /s/ Wendy L. Masler -------------------------------------- Wendy L. Masler RESOURCES TRUST CO. FBO ANDREW D. FLASTER By: /s/ Andrew D. Flaster ---------------------------------- Name: Andrew D. Flaster Title: /s/ Andrew D. Flaster -------------------------------------- Andrew D. Flaster FIRST TRUST CO. FBO KRISTINA A. WATTS By: /s/ Patricia Kenny ----------------------------------- Name: Patricia Kenny Title: Sr. Investment Admin. Analyst /s/ Andrew T. Mulderry -------------------------------------- Andrew T. Mulderry /s/ George R. Taylor -------------------------------------- George R. Taylor /s/ Charles W. Robins -------------------------------------- Charles W. Robins /s/ James Westra -------------------------------------- James Westra /s/ Charles A. Brizius -------------------------------------- Charles A. Brizius /s/ Jeffrey B. Kovach -------------------------------------- Jeffrey B. Kovach /s/ Anjan Mukherjee -------------------------------------- Anjan Mukherjee /s/ Charles S. Woo -------------------------------------- Charles S. Woo -----END PRIVACY-ENHANCED MESSAGE-----