AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 26, 2010 among Holdings, the Borrower, THE LENDERS PARTY HERETO, MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and Collateral Agent MORGAN STANLEY SENIOR FUNDING, INC. AND BARCLAYS...Credit Agreement • October 8th, 2010 • Stargazer Productions • Services-prepackaged software • New York
This AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 26, 2010 (this “Agreement”), is among HOLDINGS (as defined herein), the BORROWER (as defined herein), the LENDERS from time to time party hereto and MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (in such capacity and together with its successors, the “Administrative Agent”) and as collateral agent (in such capacity and together with its successors, the “Collateral Agent”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • October 8th, 2010 • Stargazer Productions • Services-prepackaged software
This Indemnification Agreement (“Agreement”) is made and entered into as of this 26th day of May 2010, by and among SkillSoft Corporation (the “Company”), a Delaware corporation, and (“Indemnitee”).
GUARANTEE AND COLLATERAL AGREEMENT made by SSILUXCO II S.À R.L. SSI INVESTMENTS I LIMITED, SSI INVESTMENTS II LIMITED, SSI INVESTMENTS III LIMITED, and the Subsidiaries of SSI INVESTMENTS III LIMITED party hereto in favor of MORGAN STANLEY SENIOR...Guarantee and Collateral Agreement • October 8th, 2010 • Stargazer Productions • Services-prepackaged software • New York
This GUARANTEE AND COLLATERAL AGREEMENT, dated as of February 11, 2010, is made by each of the parties signatory hereto as a “Guarantor” (together with any other entity that may become a party hereto as Guarantor as provided herein, the “Guarantors”) and each of the parties signatory hereto as a “Grantor” (together with any other entity that may become a party hereto as Grantor as provided herein, the “Grantors”), in favor of MORGAN STANLEY SENIOR FUNDING, INC. (“MS”), as collateral agent (in such capacity and together with its successors, the “Collateral Agent”) for (i) the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Credit Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings (as defined therein), the Borrower (as defined therein), the Lenders, MS, as administrative agent (in such capacity and together with its successors, the “
ContractAssumption Agreement • October 8th, 2010 • Stargazer Productions • Services-prepackaged software • New York
ASSUMPTION AGREEMENT dated as of May 26, 2010, made by Books24x7.com, Inc. a Massachusetts corporation, SkillSoft Corporation, a Delaware corporation, SkillSoft Canada, Ltd., a corporation organized under the laws of the Province of New Brunswick, Canada, SkillSoft Finance Limited, an exempted company incorporated in the Cayman Islands with limited liability, and SkillSoft U.K. Limited, a private limited company organized under the laws of the United Kingdom, each as an additional Grantor and Guarantor (each a “Company” and, collectively, the “Companies”), in favor of Morgan Stanley Senior Funding, Inc. (“Morgan Stanley”), as collateral agent (in such capacity and together with its successors, the “Collateral Agent”) for (i) the Lenders party to the Credit Agreement referred to below, and (ii) the other Secured Parties (as defined in the Guarantee and Collateral Agreement (as hereinafter defined)). All capitalized terms not defined herein shall have the meaning ascribed to them in such
LIMITED LIABILITY COMPANY AGREEMENT OF SSI CO-ISSUER LLCLimited Liability Company Agreement • October 8th, 2010 • Stargazer Productions • Services-prepackaged software • Delaware
This Limited Liability Company Agreement (this “Agreement”) of SSI Co-Issuer LLC is entered into as of the 7th day of May, 2010, by SSI Investments II Limited, an Irish company, as the sole member (the “Member”).
REGISTRATION RIGHTS AGREEMENT Dated: May 26, 2010 among SSI INVESTMENTS II LIMITED SSI CO-ISSUER LLC and THE GUARANTORS NAMED HEREIN and MORGAN STANLEY & CO. INCORPORATED BARCLAYS CAPITAL INC. DEUTSCHE BANK SECURITIES INC.Registration Rights Agreement • October 8th, 2010 • Stargazer Productions • Services-prepackaged software • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into May 26 , 2010, among SSI Investments II Limited, a private limited company organized in Ireland (the “Company”), SSI Co-Issuer LLC, a Delaware limited liability company (the “Co-Issuer” and together with the Company, the “Co-Issuers”), the companies identified as guarantors on the signature pages hereto (collectively, the “Initial Guarantors”), the companies who subsequently become guarantors of the Notes pursuant to the Purchase Agreement (each as defined below) and execute and deliver a Joinder Agreement hereto substantially in the form attached as Exhibit A hereto as a Guarantor hereunder (the “Subsequent Guarantors”, and together with the Initial Guarantors, the “Guarantors”) and Morgan Stanley & Co. Incorporated, Barclays Capital Inc. and Deutsche Bank Securities Inc. (the “Representatives” and together with the other initial purchasers named in Schedule I to the Purchase Agreement (as defined herein), t
Novation and Assumption AgreementNovation and Assumption Agreement • October 8th, 2010 • Stargazer Productions • Services-prepackaged software • New York
This Agreement (the “Agreement”), dated as of June 25, 2010, is among SSI Investments II Limited, an Irish private company limited by shares (“SSI II”), SkillSoft Limited, an Irish private company limited by shares and an indirect wholly owned subsidiary of SSI II, (“Target”), and MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (in such capacity and together with its successors, the “Administrative Agent”) and as collateral agent (in such capacity and together with its successors, the “Collateral Agent”) (collectively, the “Agent”) for itself and the other Lenders under the Credit Agreement referred to below (the “Lenders”).
Novation and Assumption AgreementNovation and Assumption Agreement • October 8th, 2010 • Stargazer Productions • Services-prepackaged software • New York
This Agreement (the “Agreement”), dated as of June 25, 2010, is among SkillSoft Limited, an Irish private company limited by shares (“Target”), SkillSoft Corporation, a Delaware corporation that is a direct or indirect wholly owned subsidiary of Target (“Target (USA)”), and MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (in such capacity and together with its successors, the “Administrative Agent”) and as collateral agent (in such capacity and together with its successors, the “Collateral Agent”) (collectively, the “Agent”) for itself and the other Lenders under the Credit Agreement referred to below (the “Lenders”).
SSI INVESTMENTS II LIMITED SSI CO-ISSUER LLC AND EACH OF THE GUARANTORS PARTY HERETO 11.125% SENIOR NOTES DUE 2018 INDENTURE Dated as of May 26, 2010 Wilmington Trust FSB TrusteeIndenture • October 8th, 2010 • Stargazer Productions • Services-prepackaged software • New York
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • October 8th, 2010 • Stargazer Productions • Services-prepackaged software • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 25, 2010, among SSI Investments II Limited, an Irish private limited company (“Issuer”) and SSI Co-Issuer LLC, a Delaware limited liability company (“Co-Issuer” and, together with Issuer, the “Issuers”), SkillSoft Ireland Limited, an Irish private limited company, CBT (Technology) Limited, an Irish private limited company, Stargazer Productions, an Irish private limited company, and SkillSoft Limited, an Irish private limited company (f/k/a SkillSoft plc) (collectively, the “Guaranteeing Subsidiaries”), and Wilmington Trust FSB, as trustee under the Indenture referred to below (the “Trustee”).
ContractAssumption Agreement • October 8th, 2010 • Stargazer Productions • Services-prepackaged software • New York
ASSUMPTION AGREEMENT dated as of June 25, 2010, made by SkillSoft Limited, SkillSoft Ireland Limited, CBT (Technology) Limited and Stargazer Productions, each a company organized under the laws of the Republic of Ireland, each as an additional Grantor and Guarantor (each a “Company” and, collectively, the “Companies”), in favor of Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent for (i) the Lenders party to the Credit Agreement referred to below, and (ii) the other Secured Parties (as defined in the Guarantee and Collateral Agreement (as hereinafter defined)). All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement.
FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENTGuarantee and Collateral Agreement • October 8th, 2010 • Stargazer Productions • Services-prepackaged software • New York
This First Amendment to the Guarantee and Collateral Agreement (this “Amendment”) is dated as of May 26, 2010 and is entered into by and among SSI Investments I Limited, a private limited company formed under the laws of Ireland (“SSI I”), SSI Investments II Limited, a private limited company formed under the laws of Ireland ( “SSI II”), SSI Investments III Limited, a private limited company formed under the laws of Ireland (“SSI III” and together with SSI I and SSI II, the “Initial Grantors”) and Morgan Stanley Senior Funding, Inc. as Collateral Agent, and is made with reference to that certain Guarantee and Collateral Agreement dated as of February 11, 2010 (the “Guarantee and Collateral Agreement”) by and among SSILuxco II S.à r.l., SSI I, SSI II, SSI III and Morgan Stanley Senior Funding, Inc., as Collateral Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement or the Guarantee and Collateral Agreement
