Exhibit 4.4
November 22, 1995
Bear, Xxxxxxx & Co. Inc.
Xxxxxxxxxx Securities
c/o Bear, Xxxxxxx & Co. Inc.
000 Xxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
This letter is written in connection with the offering
of $350,000,000 5 1/2% Senior Convertible Notes Due 2000 by
SoftKey International Inc. (the "Company") and the Note Resale
Registration Rights Agreement (the "Note Resale Registration
Rights Agreement"), dated October 23, 1995, among the Company,
Bear, Xxxxxxx & Co. Inc. and Xxxxxxxxxx Securities (collectively,
the "Initial Purchasers"). Capitalized terms used herein and not
otherwise defined shall have the meanings given to them in the
the Note Resale Registration Rights Agreement.
1. The Company and the Initial Purchasers hereby
agree to amend the definition of "Transfer Restricted Securities"
contained in Section 1 of the Note Resale Registration Rights
Agreement by deleting such definition in its entirety and
substituting the following:
"Transfer Restricted Securities: Each Note (other than
any Note represented by the Regulation S Global Note or any
definitive Note not bearing the legend required by Section 2.5(d)
of the Indenture), and any Common Stock issued upon conversion of
any such Note, until the earliest to occur of (a) the date on
which such Note or Common Stock, as the case may be, has been
effectively registered under the Act and disposed of in
accordance with an effective Shelf Registration Statement, (b)
the date on which such Note is exchanged for a New Note in the
Exchange Offer and entitled to be resold to the public by the
Holder thereof without complying with the prospectus delivery
requirements of the Act, (c) the date on which such New Note or
Common Stock, as the case may be, is distributed to the public
pursuant to Rule 144 under the Act or by a Broker-Dealer pursuant
to the "Plan of Distribution" contemplated by the Exchange Offer
Registration Statement (including delivery of the Prospectus
contained therein), and (d) the date on which such Note is
converted into Common Stock in accordance with the terms and
provisions of the Note and the Indenture."
2. Except as expressly modified hereby, all the
provisions of the Note Resale Registration Rights Agreement are
and shall continue to be in full force and effect. Each
reference in the Note Resale Registration Rights Agreement to
"this Agreement", "hereunder", "hereof" and words of like import
referring to the Note Resale Registration Rights Agreement and
each reference in any other transaction documents relating
thereto shall mean the Note Resale Registration Rights Agreement
as amended hereby.
If the above correctly reflects your understanding and
agreement with respect to the foregoing matters, please so
confirm by signing the enclosed copy of this letter agreement.
SOFTKEY INTERNATIONAL INC.
By: /s/ R. Xxxxx Xxxxxx
Name: R. Xxxxx Xxxxxx
Title: Chief Financial Officer
Accepted:
BEAR, XXXXXXX & CO. INC.
By: /s/ Xxxx X. XxxXxxxxx
Name: Xxxx X. XxxXxxxxx XX
Title: Managing Director
XXXXXXXXXX SECURITIES
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Senior Managing Managing Director
