exv10w1






Exhibit 10.1




Execution Version




SSI INVESTMENTS III LIMITED




SKILLSOFT PLC



TRANSACTION AGREEMENT



William Fry

Solicitors

Fitzwilton House

Wilton Place

Dublin 2

www.williamfry.ie



© William Fry 2010



020533.0001.DMF/MAT



 









 





CONTENTS




	 	 	 	 	 
	SECTION 1.0 - INTERPRETATION
	 	 	3	 
	 
	 	 	 	 
	SECTION 2.0 - RULE 2.5 ANNOUNCEMENT, SCHEME AND OPTIONHOLDER PROPOSAL
	 	 	3	 
	 
	 	 	 	 
	SECTION 3.0 - IMPLEMENTATION OF THE SCHEME
	 	 	5	 
	 
	 	 	 	 
	SECTION 4.0 - SKILLSOFT OPTIONS AND SKILLSOFT EMPLOYEE SHARE PURCHASE PLAN
	 	 	13	 
	 
	 	 	 	 
	SECTION 5.0 - SKILLSOFT CONDUCT
	 	 	15	 
	 
	 	 	 	 
	SECTION 6.0 - REPRESENTATIONS AND WARRANTIES
	 	 	24	 
	 
	 	 	 	 
	SECTION 7.0 - DIRECTORS, OFFICERS AND EMPLOYEES
	 	 	26	 
	 
	 	 	 	 
	SECTION 8.0 - COMPLETION
	 	 	29	 
	 
	 	 	 	 
	SECTION 9.0 - TERMINATION
	 	 	30	 
	 
	 	 	 	 
	SECTION 10.0 - GENERAL
	 	 	31	 
	 
	 	 	 	 
	SECTION 11.0 - INTERPRETATION
	 	 	34	 
	 
	 	 	 	 
	SCHEDULE 1
	 	 	41	 
	 
	 	 	 	 
	SCHEDULE 2
	 	 	43	 
	 
	 	 	 	 
	SCHEDULE 3
	 	 	55	 






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THIS AGREEMENT is made on 11 February 2010



BETWEEN:




SSI Investments III Limited

a company incorporated in Ireland

with registered number 480477

having its registered office

at Block 3, Harcourt Centre,

Harcourt Road, Dublin 2

(hereinafter called “SSI”)




-and-




SkillSoft plc

a company incorporated in Ireland

with registered number 148294

having its registered office

at Belfield Office Park,

Clonskeagh, Dublin 4

(hereinafter called “SkillSoft”)



BACKGROUND:





	A.	 	SSI has agreed to make a proposal to acquire SkillSoft on the terms set out in the Rule 2.5
Announcement (as defined below).
	 
	B.	 	This Agreement sets out certain matters relating to the conduct of the Acquisition (as
defined below) that have been agreed by the Parties.




THE PARTIES AGREE AS FOLLOWS:




SECTION 1.0 — INTERPRETATION





	1.1	 	Interpretation
	 
	 	 	Capitalised terms used in this Agreement are defined in Section 11.





SECTION 2.0 — RULE 2.5 ANNOUNCEMENT, SCHEME AND OPTIONHOLDER

PROPOSAL




	2.1	 	Rule 2.5 Announcement






	 	2.1.1	 	SSI confirms that its board of directors (or a duly authorised committee
thereof) has approved the contents and release of the Rule 2.5 Announcement.




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	 	2.1.2	 	SkillSoft confirms that the Board unanimously considers that the terms of
the Scheme are fair and reasonable and that the Board has unanimously resolved to
recommend to SkillSoft Shareholders that they vote in favour of the Resolutions. The
unanimous recommendation of the Board that SkillSoft Shareholders vote in favour of
the Resolutions, and the related opinion of the financial advisers to the Board, are
set out in the Rule 2.5 Announcement and shall be incorporated in the Scheme Document
and any other document sent to SkillSoft Shareholders in connection with the
Acquisition to the extent required by the Takeover Rules. Nothing in this Clause
2.1.2 shall require SkillSoft or the Board to take, or procure the taking of, any
action where the Board determines in good faith, after consultation with its outside
legal counsel and its financial advisers, that their fiduciary duties require them
not to take or procure the taking of such action.
	 
	 	2.1.3	 	Irrevocable undertakings in the Agreed Form, executed in favour of SSI by
each of the members of the Board, in respect of inter alia their entire beneficial
shareholding in SkillSoft, have been delivered to SSI at the date of this Agreement.
	 
	 	2.1.4	 	Concurrently with the execution of this Agreement, SkillSoft and SSI are
executing and delivering the Expenses Reimbursement Agreement to the other Party.
	 
	 	2.1.5	 	Immediately following the release of the Rule 2.5 Announcement, SkillSoft
shall use all reasonable efforts to assist SSI in obtaining irrevocable undertakings
from certain of SkillSoft’s major institutional shareholders as agreed between the
parties to vote in favour of the Acquisition at the Court Meeting and the EGM.
	 
	 	2.1.6	 	Forthwith upon the execution of this Agreement, SkillSoft shall, in
accordance with, and for the purposes of, the Takeover Rules, procure the release of
the Rule 2.5 Announcement to a RIS by no later than 9.30am United States Eastern
Standard Time on 12 February 2010.






	2.2	 	Scheme






	 	2.2.1	 	SkillSoft and SSI agree to cooperate to put the Scheme to the SkillSoft
Shareholders in the manner set out in Section 3.0 and, subject to the passing of the
Resolutions, in each case by the requisite majorities, SkillSoft will, in the manner
set out in Section 3.0, petition the High Court to sanction the Scheme so as to
facilitate the implementation of the Acquisition. Each of the Parties shall use all
of its reasonable efforts to adhere to the indicative timetable set forth in Schedule
1 hereto (the “Timetable”).
	 
	 	2.2.2	 	SSI agrees that it will participate in the Scheme, as proposed by
SkillSoft to the SkillSoft Shareholders, and that it shall, subject to the requisite
SkillSoft Shareholder and High Court approvals, effect the Acquisition through the
Scheme on the terms set out in this Agreement and the Scheme.




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	 	2.2.3	 	Each of SSI and SkillSoft agree that it shall fully and promptly perform
all of the obligations required of it in respect of the Acquisition on the terms set
out in this Agreement and/or the Scheme and each will use all of its reasonable
efforts to take such other steps as are reasonably required of it for the proper
implementation of the Scheme, including, without limitation, those required of it
pursuant to Clause 8.1 in connection with Completion.






	2.3	 	SkillSoft Options
	 
	 	 	Subject to the posting of the Scheme Document in accordance with Clause 3.1, the Parties
agree that the Optionholder Proposal will be made to SkillSoft Optionholders in respect of
their SkillSoft Options and to the holders of purchase rights under the SkillSoft Employee
Share Purchase Plan in accordance with Clause 4.2 and Rule 15 of the Takeover Rules.





SECTION 3.0 — IMPLEMENTATION OF THE SCHEME





	3.1	 	Responsibilities of SkillSoft
	 
	 	 	SkillSoft shall:






	 	3.1.1	 	be responsible for the preparation of (and, subject as hereinafter
provided, entitled to determine the final form of) the Scheme Document and all other
documentation necessary to effect the Scheme and to convene the EGM and Court
Meeting;
	 
	 	3.1.2	 	instruct a barrister (of senior counsel standing) (the identity of whom
will be agreed in advance with SSI) and provide SSI and its advisers with the
opportunity to attend any meetings with such barrister to discuss substantive matters
pertaining to the Scheme and any issues arising in connection with it;
	 
	 	3.1.3	 	as promptly as practicable after the date of this Agreement, and in any
event no later than 19 February 2010, SkillSoft shall prepare and, save as otherwise
agreed or as hereinafter provided, cause to be filed with the SEC and the Panel the
Scheme Document provided that neither SkillSoft nor any of its Representatives shall
have any responsibility or liability for any failure to meet this date where
SkillSoft has used all reasonable efforts to achieve this date or where the failure
to do so was caused or contributed to by persons or circumstances outside of its
control;
	 
	 	3.1.4	 	as promptly as practicable, notify SSI upon the receipt of any comments
from the SEC, its staff or the Panel or any request from the SEC, its staff or the
Panel for amendments or supplements to the Scheme Document and the related forms of
proxy, shall cause all filings required on the part of SkillSoft to be delivered,
insofar as lies within its powers of procurement, promptly to the SEC and provide SSI
with copies of all written correspondence with the SEC, its staff or the Panel, and
shall keep SSI reasonably informed (but not requiring either Party to communicate
with the other or its Representatives more than once in any day) of all discussions
between SkillSoft and its Representatives, on the one hand, and the SEC, its




5









 






	 	 	 	staff, or the Panel, on the other hand to the extent such written correspondence
and/or discussions relate to the Scheme, the Scheme Document, this Agreement, the
Expenses Reimbursement Agreement or any issue, matter, consent or approval sought
from the SEC and/or the Panel in connection with the Scheme (but not, for the
avoidance of doubt, relating to any Third Party Transaction Proposal or proposed
change in the Scheme Recommendation in relation thereto) provided always that any
correspondence or other information required to be provided under this Clause
3.1.4 may be redacted:






	 	(a)	 	to remove references concerning the valuation of the
businesses of SkillSoft;
	 
	 	(b)	 	as necessary to comply with contractual obligations; and
	 
	 	(c)	 	as necessary to address reasonable privilege or
confidentiality concerns;






	 	3.1.5	 	prior to filing or despatch of the Scheme Document, or any amendment or
supplement thereto (other than any of the foregoing relating to any Third Party
Transaction Proposal or proposed change in the Scheme Recommendation in relation
thereto), with the SEC or the Panel, or responding to any comments of the SEC, its
staff or the Panel with respect thereto, SkillSoft shall:






	 	(a)	 	promptly provide SSI with a reasonable opportunity to
review and comment on such document or response; and
	 
	 	(b)	 	promptly discuss with SSI and include in such document or
response all comments reasonably and promptly proposed by SSI to the extent
that it, acting reasonably, considers these to be appropriate; and
	 
	 	(c)	 	not file such document with the Panel or the SEC prior to
receiving the approval of SSI, which approval shall not be unreasonably
withheld, conditioned or delayed.






	 	3.1.6	 	afford SSI reasonable opportunities to review and make comments on all
documents prepared by SkillSoft for filing with the High Court in connection with the
Scheme and will accommodate such comments to the extent it, acting reasonably,
considers these to be appropriate and shall not file any such document with the High
Court prior to receiving the approval of SSI, which approval shall not be
unreasonably withheld, conditioned or delayed;
	 
	 	3.1.7	 	promptly and using all reasonable efforts to make all necessary
applications to the High Court in connection with the implementation of the Scheme
(including issuing appropriate proceedings requesting the High Court to order that
the Court Meeting be convened as soon as possible following the publication of the
Rule 2.5 Announcement), and using all reasonable efforts so as to ensure (insofar as
possible) that these are made in accordance with




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	 	 	 	the Timetable and in any event so as to ensure that the hearing of such
proceedings occurs as soon as practicable in order to facilitate the despatch of
the Scheme Document and seek such directions of the High Court as it considers
necessary or desirable in connection with such Court Meeting;
	 
	 	3.1.8	 	procure the publication of the requisite advertisements and despatch of
the Scheme Document (in a form acceptable to the Panel) and the forms of proxy for
the use at the Court Meeting and the EGM (the form of which shall be agreed between
the Parties) to SkillSoft Shareholders on the register of members of SkillSoft on the
record date agreed with the High Court, as soon as possible and in any event within
three (3) Business Days after the approval of the High Court to despatch the
documents being obtained, and to the SkillSoft Optionholders and the holders of
purchase rights under the SkillSoft Employee Share Purchase Plan on such date, for
information only, as soon as is reasonably practicable after the approval of the High
Court to despatch the documents being obtained, and thereafter shall publish and/or
post such other documents and information (the form of which shall be agreed between
the Parties) as the High Court may approve or direct from time to time in connection
with the implementation of the Scheme in accordance with applicable law as soon as
possible and in any event within two (2) Business Days after the approval of the High
Court to publish or post such documents being obtained provided that neither
SkillSoft nor any of its Representatives shall have any responsibility or liability
for any failure to meet any of the timelines provided for in this Clause 3.1.8 where
SkillSoft has used all reasonable efforts to achieve this date or where the failure
to do so was caused or contributed to by persons or circumstances outside of its
control;
	 
	 	3.1.9	 	subject to the obligations of the Board under the Takeover Rules, and
unless the Board determines in good faith after consultation with its outside legal
counsel and its financial advisors that the Board’s fiduciary duties require
otherwise, will procure that the Scheme Document shall include the Scheme
Recommendation;
	 
	 	3.1.10	 	include in the Scheme Document a notice convening the EGM to be held immediately
following the Court Meeting to consider and, if thought fit, approve the EGM
Resolutions;
	 
	 	3.1.11	 	prior to the Court Meeting, keep SSI informed on a daily basis in the two (2) weeks
prior to the Court Meeting, of the number of proxy votes received in respect of
resolutions to be proposed at the Court Meeting and/or the EGM and the identity of
the SkillSoft Shareholders who have cast such votes;
	 
	 	3.1.12	 	subject to Clause 3.5, hold the Court Meeting and the EGM on the date set out in
the Scheme Document or such later date as may be agreed in writing between the
Parties, and in such a manner as shall be approved by the High Court and propose the
Resolutions without any amendments, unless such amendments have been agreed in
writing with SSI;
	 
	 	3.1.13	 	promptly following the Court Meeting and the EGM (assuming approval of the
Resolutions by the requisite majorities), present the Petition to the High




7









 






	 	 	 	Court and issue a notice of motion for directions and file any grounding
affidavits required requesting the High Court to issue directions in relation to
the hearing of the Petition;
	 
	 	3.1.14	 	promptly after the issue of directions by the High Court, take steps to comply with
the same and proceed with the Petition to obtain the Court Order and take any other
action reasonably necessary to make the Scheme effective including reconvening the
Court Meeting and other necessary shareholder meetings if so required by the High
Court;
	 
	 	3.1.15	 	subject to the obligations of the Board under the Takeover Rules, and unless the
Board determines in good faith after consultation with its outside legal counsel and
its financial advisors that the fiduciary duties of the Board require them to do
otherwise, use all reasonable efforts to achieve satisfaction of all of the
Conditions as soon as practicable before 16 July 2010;
	 
	 	3.1.16	 	following the Court Meeting and EGM, assuming the Resolutions are duly passed
(including by the requisite majorities required under Section 201 of the Act in the
case of the Court Meeting), shall take all necessary steps on the part of SkillSoft
and prepare and issue, serve and lodge all such court documents and seek the sanction
of the High Court to the Scheme as soon as possible thereafter;
	 
	 	3.1.17	 	save in respect of any SkillSoft Shares issued for the purpose of satisfying the
exercise of a SkillSoft Option set out in the Options Schedule or purchase rights
granted under the SkillSoft Employee Share Purchase Plan, not allot any SkillSoft
Shares between the Court Meeting Record Time and the Effective Time; and
	 
	 	3.1.18	 	take such other steps as are reasonably required of it for the proper
implementation of the Scheme, including, without limitation, those required of it
pursuant to Clause 8.1 in connection with Completion.






	3.2	 	Responsibilities of SSI
	 
	 	 	SSI shall:






	 	3.2.1	 	if required, undertake to the High Court to be bound by the terms of the
Scheme insofar as it relates to SSI;
	 
	 	3.2.2	 	use all reasonable endeavours to procure that any Relevant Entity,
identified as having any interest in any SkillSoft Shares or ADSs shall exercise all
rights in respect of its Shares and/or ADSs (as applicable) so as to implement the
Scheme including to vote or, if required by law, the High Court, the Takeover Rules
or other rules, to refrain from voting, at any Court Meeting and/or EGM as the case
may be;
	 
	 	3.2.3	 	procure that the other members of its Group and, insofar as lies within
its power or procurement, its Representatives, take all such steps as are necessary
or desirable in order to implement the Scheme;




8









 






	 	3.2.4	 	keep SkillSoft informed and consult with SkillSoft as to the performance
of the obligations and responsibilities required of it and as to any developments
relevant to the proper implementation of the Scheme;
	 
	 	3.2.5	 	afford all such co-operation and assistance as may reasonably be requested
of it by SkillSoft in respect of the preparation and verification of any document or
in connection with any application, Clearance, confirmation or consent required for
the implementation of the Scheme including (without limitation) the provision to
SkillSoft of such information and confirmation relating to it, its subsidiaries and
any of its or their respective directors or employees as SkillSoft may reasonably
request and to do so in a timely manner and assume responsibility for the information
relating to it contained in the Scheme Document or any other document sent to the
SkillSoft Shareholders or filed with the High Court or in any announcement;
	 
	 	3.2.6	 	review and provide comments (if any) in a timely manner on all
documentation submitted to it;
	 
	 	3.2.7	 	use all reasonable efforts to achieve satisfaction of all of the
Conditions as soon as practicable before 16 July 2010; and
	 
	 	3.2.8	 	take such other steps as are reasonably required of it for the proper
implementation of the Scheme, including, without limitation, those required of it
pursuant to Clause 8.1.3 in connection with Completion.






	3.3	 	Mutual Responsibilities of the Parties






	 	3.3.1	 	If SkillSoft or SSI becomes aware of any information that, pursuant to the
Takeover Rules, the Act or the Exchange Act, should be disclosed in an amendment or
supplement to the Scheme Document, then the Party becoming so aware shall promptly
inform the other Party thereof and the Parties shall cooperate with each other in
filing such amendment or supplement with the Panel, and, if required, the SEC and the
High Court and, if appropriate, in mailing such amendment or supplement to the
SkillSoft Shareholders and, for information only, to the SkillSoft Optionholders.
	 
	 	3.3.2	 	Each of SkillSoft and SSI shall use all of its reasonable efforts to:






	 	(a)	 	take, or cause to be taken, all actions, and do, or cause
to be done, and to assist and cooperate with the other Party in doing, all
things necessary, proper or advisable to consummate and make effective the
transactions contemplated hereby (including, without limitation, the
Acquisition) as promptly as practicable including, without limitation, those
required of them respectively pursuant to Clause 8.1.3 in connection with
Completion
	 
	 	(b)	 	as promptly as practicable, obtain from any Relevant
Authority any Clearances required to be obtained or made by it or any of
their respective Subsidiaries in connection with the authorisation,
execution and delivery of this Agreement and the consummation of




9









 






	 	 	 	the transactions contemplated hereby (including, without limitation,
the Acquisition) as soon as practicable before 16 July 2010;
	 
	 	(c)	 	as promptly as practicable, and in any event, with
respect to those filings and submissions required under the HSR Act, within
10 Business Days after the date of the Rule 2.5 Announcement, make all
necessary filings, and thereafter make any other required submissions, with
respect to this Agreement and the Acquisition required of it, under the HSR
Act and the equivalent laws in Brazil, Germany and Austria;
	 
	 	(d)	 	as promptly as practicable, make all necessary filings,
and thereafter make any other required submissions, with respect to this
Agreement and the Acquisition required of them under (A) the Exchange Act
and any other applicable federal or state securities laws, (B) the Takeover
Rules and the Act, (C) the High Court, and (D) any applicable legal or
regulatory requirement (including any legal or regulatory requirement of any
Regulatory Authority); and
	 
	 	(e)	 	execute or deliver any additional instruments as are
reasonably required of it and are necessary to consummate the transactions
contemplated by, and to fully carry out the purposes of, this Agreement
(including, without limitation, the Acquisition).






	 	3.3.3	 	Each of SkillSoft and SSI shall promptly give (or shall cause their
respective Subsidiaries to give) any notices to third parties and use, and cause each
of their respective Subsidiaries to use, all reasonable efforts to obtain any third
party Clearances required on behalf of such Party or any of its Subsidiaries in
connection with the Acquisition that are necessary to consummate the transactions
contemplated hereby, it being understood that neither SkillSoft nor SSI nor any of
their respective Subsidiaries shall be required to make any material payments, other
than filing or other fees payable to a Relevant Authority for seeking the relevant
Clearance, in connection with the fulfilment of its obligations under this Clause
3.3.3.
	 
	 	3.3.4	 	Each of SSI and SkillSoft shall save where prohibited by applicable law:






	 	(a)	 	promptly advise each other of any material written
communication received by it, or by any Subsidiary of it, from any Relevant
Authority or third party whose consent or approval is required for
consummation of the transactions contemplated by this Agreement;
	 
	 	(b)	 	to the extent practicable, not participate in any
substantive meeting or discussion with any Relevant Authority in respect of
any filing, investigation, or inquiry concerning this Agreement or the
transactions contemplated by this Agreement unless it consults with the
other Party in advance, and, to the extent permitted by such Relevant
Authority, gives the other Party the opportunity to attend; and




10









 






	 	(c)	 	except in connection with any Third Party Transaction
Proposal or proposed change in the Scheme Recommendation in relation
thereto, promptly furnish the other Party with copies of all material
correspondence, filings and written communications between them and their
Subsidiaries and advisers, on the one hand, and any Relevant Authority or
its respective staff, on the other hand, with respect to this Agreement, the
Scheme and the Acquisition, except that materials may be redacted: (i) to
remove references concerning the valuation of the businesses of SkillSoft or
SSI; (ii) as necessary to comply with contractual obligations; and (iii) as
necessary to address reasonable privilege or confidentiality concerns.






	 	 	 	Neither SSI nor SkillSoft shall consent to any voluntary extension of any
statutory deadline or waiting period or to any voluntary delay of the
consummation of the transactions contemplated by this Agreement at the behest of
any Relevant Authority without the consent of the other Party, which consent
shall not be unreasonably withheld or delayed.
	 
	 	3.3.5	 	Each Party shall promptly provide such information as may reasonably be
requested by any competition or anti-trust regulatory body or authority under the HSR
Act or the equivalent laws in Brazil, Germany and Austria or any other competition or
anti-trust regulatory body or authority (“Anti-Trust Regulatory Body”) following any
filing or notification with/to any such Anti-Trust Regulatory Body and shall
negotiate with any such Anti-Trust Regulatory Body in relation to any undertakings,
orders, agreements or commitments which any such Anti-Trust Regulatory Body requires
to facilitate the Acquisition, and shall use all of its respective reasonable efforts
to ensure that such negotiations shall be concluded at least five (5) Business Days
prior to the date specified in Clause 9.1.1 or such other date as is agreed between
the Parties and (if required) consented to by the High Court and (if required) the
Panel.
	 
	 	3.3.6	 	Nothing in Clause 3.3 or in any other provision of this Agreement shall
require SkillSoft or any Subsidiary of SkillSoft to enter into any agreement,
undertaking or other obligation that would become effective or binding on them or any
of them prior to the Effective Time.






	3.4	 	Dealings with the Panel






	 	3.4.1	 	Each of the Parties will promptly provide such assistance and information
as may reasonably be required by the other Party for the purposes of, or in
connection with, any correspondence or discussions with the Panel in connection with
the Acquisition and/or the Scheme.
	 
	 	3.4.2	 	Each of the Parties will give the other prior notice of any proposed
discussion, correspondence or other exchanges by it or its Representatives with the
Panel (otherwise than, for the avoidance of doubt, in connection with any Third Party
Transaction Proposal or proposed change in the Scheme Recommendation in relation
thereto), or proposed change in consideration to be offered under the Scheme or
amendment to be proposed to the Scheme in connection therewith) and afford the other
reasonable




11









 






	 	 	 	opportunities to review and make comments and suggestions with respect to the
same and accommodate such comments and suggestions to the extent that such Party,
acting reasonably, considers these to be appropriate and keep the other
reasonably informed of all such discussions, correspondence or other exchanges
that it or its Representative(s) have with the Panel and shall provide copies of
all written submissions it makes to the Panel and copies (or, where verbal,
details) of the Panel responses thereto provided always that any correspondence
or other information required to be provided under this Clause 3.4.2 may be
redacted:






	 	(a)	 	to remove references concerning the valuation of the
businesses of SkillSoft;
	 
	 	(b)	 	as necessary to comply with contractual obligations; and
	 
	 	(c)	 	as necessary to address reasonable privilege or
confidentiality concerns;






	 	3.4.3	 	SkillSoft undertakes, if so requested by SSI, to promptly issue its
written consent to SSI and to the Panel in respect of any application made by SSI to
the Panel:






	 	(a)	 	to redact any commercially sensitive or confidential
information specific to SSI’s financing arrangements for the Acquisition
(“SSI Financing Information”) from any documents that SSI is required to
display pursuant to Rule 26(b)(xi) of the Takeover Rules;
	 
	 	(b)	 	for a derogation from the requirement under the Takeover
Rules to disclose SSI Financing Information in the Scheme Document, any
supplemental document or other document sent to SkillSoft Shareholders or
SkillSoft Optionholders pursuant to the Takeover Rules.






	 	3.4.4	 	Nothing in this Agreement shall in any way limit the Parties’ obligations
under the Takeover Rules.






	3.5	 	No Scheme Amendment by Company; Cancellation Scheme
	 
	 	 	Save as required by law, the High Court, the Panel or the SEC and except in connection
with a Third Party Transaction Proposal or proposed change in the Scheme Recommendation in
relation thereto, SkillSoft shall not seek to:






	 	3.5.1	 	amend the Scheme;
	 
	 	3.5.2	 	adjourn the Court Meeting or the EGM; or
	 
	 	3.5.3	 	amend the Resolutions (in each case, in the form set out in the Scheme
Document);






	 	 	after despatch of the Scheme Document without the consent of SSI (such consent not to be
unreasonably withheld, conditioned or delayed).




12









 











SECTION 4.0 — SKILLSOFT OPTIONS AND SKILLSOFT EMPLOYEE SHARE
PURCHASE PLAN





	4.1	 	SkillSoft Options and SkillSoft Employee Share Purchase Plan






	 	4.1.1	 	SkillSoft represents and warrants that all options over SkillSoft Shares
outstanding at the date of this Agreement are listed in the Options Schedule, which
Options Schedule sets out, with respect to each SkillSoft Option, the number of
SkillSoft Shares subject to such SkillSoft Option, the date of grant, the expiration
date and the exercise price per SkillSoft Share. SkillSoft shall notify SSI on
Friday of each second week in the period from the date of this Agreement up to and
including the Business Day preceding the Effective Date of any changes to the Options
Schedule that occur for any reason after the date of this Agreement. Other than the
SkillSoft Share Options set out in the Options Schedule and purchase rights under the
SkillSoft Employee Share Purchase Plan, there are no options, awards, entitlements or
other rights outstanding and no person has the right (whether actual or contingent)
to call for the issue of any share or loan capital or other security of SkillSoft
under any option or other agreement, arrangement or commitment (including without
limitation conversion rights and rights on realisation of security) and no person has
claimed to be entitled to any of the foregoing.
	 
	 	4.1.2	 	SkillSoft shall, prior to the Effective Time, take all actions necessary
to terminate the SkillSoft Employee Share Purchase Plan, with such termination
effective as of the Effective Time, and all outstanding rights thereunder, at or
prior to the Effective Time, and ensure that no new offering periods thereunder
commence during the period from the date of this Agreement through the Effective
Time. The offering periods currently in effect as of the date of this Agreement
shall end in accordance with the terms of the SkillSoft Employee Share Purchase Plan
such that, on the last day of the current offering periods, each participant in the
SkillSoft Employee Share Purchase Plan will be credited with the number of SkillSoft
Shares purchased for his or her account under the SkillSoft Employee Share Purchase
Plan in respect of the applicable offering period in accordance with the terms of the
SkillSoft Employee Share Purchase Plan but provided that SkillSoft shall procure that
the aggregate number of SkillSoft Shares purchased by participants under the
SkillSoft Employee Share Purchase Plan after the date of this Agreement shall not
exceed 210,000.






	4.2	 	Optionholder Proposal
	 
	 	 	The Optionholder Proposal will provide that (i) all SkillSoft Share Options shall become
fully vested and exercisable in accordance with the applicable provisions of the SkillSoft
Share Option Plans immediately upon the Scheme being approved by the High Court and
conditional upon it becoming effective, (ii) SkillSoft Optionholders may elect to exercise
their SkillSoft Share Options using a cashless exercise facility under which they may
direct that the exercise price of their SkillSoft Share Options be paid to SkillSoft out
of the proceeds of the sale to SSI under the Scheme of the SkillSoft Shares issued to them
upon exercise of their SkillSoft Share Options, (iii) all outstanding SkillSoft Share
Options that remain unexercised on the




13









 






	 	 	Effective Date that have an exercise price per SkillSoft Share that is less than the
Scheme Consideration per SkillSoft Share, shall be cancelled with effect from the
Effective Time in consideration for the payment to the SkillSoft Optionholder of a cash
payment equal to the excess of the aggregate Scheme Consideration per SkillSoft Share
subject to such SkillSoft Share Option over the exercise price applicable to such
SkillSoft Share Option (subject to applicable withholdings), and (iv) all outstanding
SkillSoft Share Options on the Effective Date having an exercise price per SkillSoft Share
that is equal to or greater than the Scheme Consideration per SkillSoft Share shall
terminate in accordance with the applicable provisions of the SkillSoft Share Option Plans
without payment of consideration to the applicable SkillSoft Optionholder. The parties
agree that none of the SkillSoft Share Options shall remain outstanding following the
Effective Date or shall be assumed by or on behalf of SSI. SkillSoft shall use all
reasonable efforts to inform SkillSoft Optionholders who are resident in the United States
of the advantages, subject to their individual circumstances, of electing to avail
themselves of the proposal described at (iii) above and in this regard the Optionholder
Proposal will include an explanation to SkillSoft Optionholders that they will not be
required to make a cash payment to SkillSoft in the amount of the exercise price
applicable to their SkillSoft Options cancelled pursuant to such proposal and shall be
entitled to receive their net cash proceeds following completion of the Acquisition, but
provided (i) that SkillSoft shall be satisfied that all such efforts shall be consistent
with any obligation or requirement to which SkillSoft is subject under applicable law or
regulation and (ii) that nothing in this Clause 4.2 shall require SkillSoft or the Board
to take, or procure the taking of, any action where the Board determines in good faith,
after consultation with its outside legal counsel and its financial advisers, that their
fiduciary duties require them not to take or procure the taking of such action. In
addition, the Optionholder Proposal will notify the holders of outstanding purchase rights
under the SkillSoft Employee Share Purchase Plan that upon the issuance to them of
SkillSoft Shares upon the exercise of their purchase rights upon completion of the current
offering periods under such plan, the SkillSoft Shares so issued shall be subject to the
Scheme.
	 
	4.3	 	Amendment of Articles
	 
	 	 	SkillSoft shall procure that a special resolution be put before the SkillSoft Shareholders
at the EGM proposing that the Articles of Association of SkillSoft be amended so that any
SkillSoft Shares allotted following the EGM will either be subject to the terms of the
Scheme or will be acquired by SSI for the same consideration per SkillSoft Share as shall
be payable to SkillSoft Shareholders under the Scheme (depending upon the timing of the
allotment of such SkillSoft Shares) provided however that nothing in such amendment to the
Articles of Association shall prohibit the sale (whether on a stock exchange or otherwise)
of any SkillSoft Shares as applicable issued on the exercise of SkillSoft Options
following the EGM but prior to the sanction of the Scheme by the High Court, it being
always acknowledged that each and every SkillSoft Share will be bound by the terms of the
Scheme.






14











 





SECTION 5.0 — SKILLSOFT CONDUCT





	5.1	 	Conduct of Business
	 
	 	 	At all times from the execution of this Agreement until the Effective Time or the date, if
any, on which this Agreement is terminated pursuant to Section 9, except as may be
required by law, or as expressly required elsewhere in this Agreement, SkillSoft shall,
and shall use all reasonable efforts to cause each member of the SkillSoft Group to (x)
conduct its business in the ordinary course consistent with past practice in all material
respects and in compliance in all material respects with all applicable laws and
regulations and to use all reasonable efforts to preserve substantially intact its
business and goodwill and keep available the services of its executive officers and key
employees and preserve the relationships with those persons having business dealings with
SkillSoft and (y) maintain the SkillSoft Group’s cash management policies in existence on
the date of this Agreement and not engage in any intercompany transactions outside the
Ordinary Course of Business, except to the extent SSI has given its prior written consent.
Furthermore, SkillSoft agrees not to take any of the following actions (and to cause
every member of the SkillSoft Group not to take such actions) except as required by law or
regulation or by agreements in effect on the date of this Agreement, as expressly required
by this Agreement or by the Scheme, or to the extent SSI has given its prior written
consent, such consent not to be unreasonably withheld, conditioned or delayed in the cases
of all the sub-clauses below except for sub-clauses 5.1.1, 5.1.2, 5.1.4, 5.1.8, 5.1.14 and
5.1.15:






	 	5.1.1	 	amend the memorandum and articles of association or equivalent
organisational documents of SkillSoft or any member of the SkillSoft Group;
	 
	 	5.1.2	 	 






	 	(a)	 	except (x) pursuant to the exercise of SkillSoft Share
Options granted prior to the date of this Agreement and listed in the
Options Schedule and then only in accordance with the existing terms of the
SkillSoft Share Option Plans and (y) pursuant to the purchase of up to
210,000 SkillSoft Shares by participants in the SkillSoft Employee Share
Purchase Plan as part of the offering period ending on or around 31 March
2010, issue, or agree to issue, any shares, or any rights or securities
convertible or exchangeable into, or grant the right to call for the issue
of, any shares, effect any share split, share combination, reverse share
split, share dividend, recapitalisation, alter the rights attaching to any
            shares, or effect any reduction, repayment or cancellation of share capital
or share premium or capitalise any reserves or redeem or buy-back any shares
or other similar transaction; and
	 
	 	(b)	 	grant, confer or award any option, right, warrant,
deferred stock unit, conversion right or other right not existing on the
date hereof to acquire any of its shares whether or not pursuant to the
SkillSoft Share Option Plans or the SkillSoft Employee Share Purchase Plan;




15









 












	 	5.1.3	 	Except as required to comply with written employment agreements, plans or
other arrangements existing at the date of this Agreement:






	 	(a)	 	increase any compensation or enter into or amend any
employment or severance agreement, except for annual increases in salaries
as permitted by Clause 5.1.3(d) or Clause 5.1.3(e) of this Agreement or
severance agreements that do not exceed, individually, $50,000, it being
understood (for the avoidance of doubt) that SkillSoft and its Subsidiaries
may hire new employee(s) in the Ordinary Course of Business;
	 
	 	(b)	 	grant any bonus in excess of US$50,000 to any one
individual, provided that this shall not in any way restrict the payment of
bonuses to newly hired employees or to existing employees in the Ordinary
Course of Business;
	 
	 	(c)	 	save pursuant to any annual review in the Ordinary Course
of Business, adopt any new material employee benefit plan (including any
stock option, stock benefit or stock purchase plan) or pension scheme or
amend in any material respect any existing employee benefit plan or pension
scheme (including, without prejudice to the generality of the foregoing,
changing the entitlements to benefits under a pension scheme, or the
benefits that accrue under a pension scheme, or the amounts payable
thereunder, or the basis of calculation of such amounts, or the basis on
which any pension scheme is funded), except for changes which are less
favourable to participants in such plans or are required to implement the
Scheme;
	 
	 	(d)	 	except for annual increases in salaries or pursuant to
disciplinary action, in each case in the Ordinary Course of Business,
commence, terminate or vary in any material respect, or agree to vary in any
material respect the terms of employment, including, without limitation,
compensation, of any employee or proposed employee whose annual remuneration
exceeds US$300,000 (excluding members of SkillSoft’s sales force), it being
understood (for the avoidance of doubt) that SkillSoft and its Subsidiaries
may hire new employee(s) and promote employee(s) in the Ordinary Course of
Business;
	 
	 	(e)	 	increase the base salary of any member of the SkillSoft
senior management team or increase the base salary of any employee unless
the aggregate of all such increases is equal to or less than 5% of the
aggregate base salaries of all SkillSoft Group employees;
	 
	 	(f)	 	enter into any new agreement with persons that are
Affiliates or amend or otherwise modify in any material respect any
agreement or arrangement with persons that are Affiliates, provided that the
foregoing will not apply to any new or existing agreements between members
of the SkillSoft Group;




16









 






	 	(g)	 	enter into any material new agreement with another member
or members of the SkillSoft Group or amend or otherwise modify in any
material respect any material agreement or arrangement between any members
of the SkillSoft Group;
	 
	 	(h)	 	save for the entry into new executive compensation plans
in substantially the form (as to terms and conditions) disclosed to SSI at
any time up to the date of this Agreement, enter into or amend or otherwise
modify any agreement or arrangement with officers or directors of SkillSoft.






	 	5.1.4	 	 






	 	(a)	 	recommend, announce, declare, set aside, pay or make or
propose the recommendation, announcement, declaration, setting aside of any
payment or making of any dividend, make any bonus issue or make any other
distribution or payment (whether in cash, securities or other property) with
respect to any SkillSoft shares or allow any member of the SkillSoft Group
to pay or make any such dividend, distribution or payment (other than
dividends from a wholly-owned subsidiary of SkillSoft to another
wholly-owned subsidiary of SkillSoft or to SkillSoft); or
	 
	 	(b)	 	directly or indirectly redeem, purchase or otherwise
acquire any of SkillSoft’s shares or any equity interest of any member of
the SkillSoft Group, other than in connection with: (A) the acquisition of
SkillSoft Ordinary Shares from holders of SkillSoft Share Options in full or
partial payment of the exercise price payable by such holders upon exercise
of SkillSoft Share Options outstanding as of the date of this Agreement: and
(B) tax withholdings upon the exercise of SkillSoft Share Options;






	 	5.1.5	 	except in connection with a Third Party Transaction Proposal after a
change in Scheme Recommendation or any other transaction having an aggregate value of
not more than US$5,000,000, merge with, enter into a consolidation with, enter into a
scheme of arrangement with or acquire an interest in any person or acquire the whole
or a substantial portion of the assets or business of any person or any division or
line of business thereof, acquire any assets or enter into any agreement or
arrangement for any of the above;
	 
	 	5.1.6	 	sell, lease, licence, pledge, transfer, or otherwise dispose of or
encumber any properties or assets of SkillSoft or of any member of the SkillSoft
Group (including any accounts, leases, contracts or intellectual property or any
assets or the shares in any Subsidiary) for consideration in an aggregate amount of
US$1,000,000 or more (or its equivalent in any currency);




17









 












	 	5.1.7	 	 






	 	(a)	 	enter into any joint venture or profit sharing agreement
(which, for the avoidance of doubt, shall not include sales commission plans
in the Ordinary Course of Business);
	 
	 	(b)	 	licence any intellectual property rights from any third
party which obliges the SkillSoft Group to make payments in excess of
US$1,000,000 during its fiscal year or that cannot be terminated at will by
the SkillSoft Group within three years after the date of this Agreement
without payment or penalty; or
	 
	 	(c)	 	enter into any agreement the effect of which would be to
impose any material non-compete, exclusivity or similar restrictive
covenants on SkillSoft or any material member of the SkillSoft Group or
which would, following the Effective Date, bind any member of the Investor
Group (other than SkillSoft and members of the SkillSoft Group);






	 	5.1.8	 	 






	 	(a)	 	create, incur or suffer to exist any indebtedness for
borrowed money other than (i) such indebtedness which existed as of October
31, 2009 as reflected on the balance sheet included in SkillSoft’s interim
results published in its Quarterly Report on Form 10-Q for the quarterly
period ended October 31, 2009 filed with the SEC, or (ii) any indebtedness
owed to SkillSoft by any of its direct or indirect wholly owned
Subsidiaries;
	 
	 	(b)	 	guarantee indebtedness of another person (other than
another member of the SkillSoft Group);
	 
	 	(c)	 	issue, sell or amend any debt securities or warrants or
other rights to acquire any debt securities of SkillSoft or any member of
the SkillSoft Group, or guarantee any debt securities of another person
(other than another member of the SkillSoft Group);
	 
	 	(d)	 	be a creditor in respect of any financial indebtedness;
or
	 
	 	(e)	 	enter into, modify, amend or terminate any commodity
hedging agreement, and any other agreement, involving credit exposure for
SkillSoft or any member of the SkillSoft Group;






	 	5.1.9	 	make any material change to its methods, principles or practices of
accounting currently in effect, except:






	 	(a)	 	as required by generally accepted accounting principles;
	 
	 	(b)	 	as required by a Relevant Authority or quasi-Relevant
Authority (including the Financial Accounting Standards Board or any similar
organisation); or




18









 






	 	(c)	 	as required by a change in applicable law;






	 	5.1.10	 	make or materially change any material tax election, settle or compromise any
material tax claim or amend any tax return in excess of US$500,000;
	 
	 	5.1.11	 	open or expand any facility or office where the annual cost thereof is in excess of
US$1,000,000 in the aggregate;
	 
	 	5.1.12	 	settle or compromise any litigation or other dispute (whether or not commenced
prior to the date of this Agreement) for an amount of US$250,000 or more;
	 
	 	5.1.13	 	make any material changes to the insurance policies of the SkillSoft Group, or
settle or compromise any claim under such policies (whether or not commenced prior to
the date of this Agreement) for an amount of US$500,000 or more;
	 
	 	5.1.14	 	authorise, recommend, propose or announce an intention to adopt a plan of complete
or partial liquidation or dissolution of SkillSoft or any member of the SkillSoft
Group provided that this does not apply to the liquidation or dissolution of Fidalco
Limited, Stargazer Productions, SmartForce Business Skills Limited or Knowledge Well
Group Limited that commenced prior to the date of this Agreement;
	 
	 	5.1.15	 	incur, or agree to incur, any capital expenditure in excess of US$1,000,000
individually or US$5,000,000 in the aggregate;
	 
	 	5.1.16	 	take any action after the date of this Agreement that would result in the early
repayment, acceleration or otherwise amends the terms of any indebtedness outstanding
between members of the SkillSoft Group otherwise than in the Ordinary Course of
Business or cancel any facilities available to SkillSoft; or
	 
	 	5.1.17	 	authorise any of, or commit or agree to take any of, the foregoing actions.






	 	 	This Clause 5.1 is in addition to, and shall not override the requirements of the
provisions of, the Takeover Rules, in particular Rule 21 of the Takeover Rules.
	 
	 	 	For the purposes of this Clause 5.1, the term “Ordinary Course of Business” shall mean in
the case of each of SkillSoft and any of its Subsidiaries, such reasonable actions taken
in the ordinary course of its normal operations and consistent in all material respects
with its past practices.
	 
	5.2	 	Access; Coordination of Financing






	 	5.2.1	 	During the period from the release of Rule 2.5 Announcement to the
Effective Date and subject to the provisions of the Confidentiality Agreement,
SkillSoft will provide SSI, its advisers and its Representatives with reasonable
access to SkillSoft’s Representatives and, upon reasonable request during normal
business hours and in a manner so as not to interfere with the conduct of its
business, to such documents, records and information with respect to the business of
SkillSoft as is reasonably requested.




19









 












	 	5.2.2	 	During the period from the date of the Rule 2.5 Announcement until the
Effective Date, upon the request of SSI, SkillSoft shall, and shall instruct its
Representatives to, cooperate reasonably with SSI in connection with syndication or
preparation for consummation of SSI’s financing of the Acquisition, including by
using all reasonable efforts to: (i) make senior management of SkillSoft available to
participate in meetings, presentations (including management presentations), drafting
sessions, due diligence sessions and road shows, if any, (ii) provide historical
information reasonably requested by SSI relating to such financing; (iii) prepare
historic financial statements and other pertinent historic financial data and
information in respect of SkillSoft of the type required by Regulation S-X and
Regulation S-K under the Securities Act of the type and form customarily included in
offering memoranda, private placement memoranda, prospectuses and similar documents,
all as may be reasonably requested by SSI; (iv) meet with representatives from
Standard & Poor’s Rating Services and Moody’s Investor Services, Inc.; (v) obtain the
consent of, and the customary comfort letters from, Ernst & Young LLP (including by
providing customary management letters and requesting legal letters to obtain such
consent) if necessary for SSI’s use of SkillSoft’s financial statements; (vii) take
actions reasonably necessary to permit the prospective members of the financing
syndicate for the Acquisition to evaluate the properties and assets of SkillSoft and
its subsidiaries for the purpose of facilitating collateral arrangements; and (vii)
provide such other documents as may be reasonably requested by SSI for such
financing, including (x) customary confirmation of public or non-public nature of
information provided, and (y) providing such documentation and other information to
SSI’s lenders that is required by regulatory authorities under applicable “know your
customer” and anti-money laundering rules and regulations, including without
limitation, the Patriot Act; provided, however, to the extent that a third party
(including the person brokering, arranging or providing the financing) is proposing
to receive confidential information in connection with any of the foregoing
activities, SkillSoft’s related obligations shall be subject to such party first
entering into a confidentiality agreement in form and substance reasonably acceptable
to SkillSoft. SkillSoft hereby consents to the use of its and its subsidiaries’ logos
in connection with the financing for the Acquisition. During the period from the
date of the Rule 2.5 Announcement until the Effective Date, SkillSoft shall timely
file with the SEC all documents that SkillSoft is required to file with the SEC under
the Exchange Act. Notwithstanding the foregoing (A) such requested cooperation shall
not require SkillSoft to provide any non-public or forward looking (except for
forward looking information required for the purposes of paragraph (iv) above in this
Clause 5.2.2) information for inclusion in any investor presentations, marketing
materials or other documents (it being understood that to the extent that non-public
information is so required under applicable securities laws, SkillSoft will make such
presentations, materials or other documents publicly available in a manner consistent
with SkillSoft’s prior practice); (B) such requested cooperation shall not
unreasonably interfere with the ongoing operations of SkillSoft and its subsidiaries;
(C) SkillSoft and its subsidiaries shall not be required to guarantee or pledge any
collateral relating to the financing of the




20









 






	 	 	 	Acquisition in violation of any laws pertaining to financial assistance,
including section 60 of the Act; and (D) neither SkillSoft nor any of its
Subsidiaries nor any of their respective directors, officers or employees (the
“Relevant Persons”) shall have any responsibility or liability for any act or
omission under this Clause 5.2 including (without limitation) any information
provided to SSI or its Representatives or finance providers or other investors
prior to the Effective Time (it being understood that no Relevant Person shall be
subject to any personal liability under this Section 5.2).






	5.3	 	Exception
	 
	 	 	Nothing in Clauses 5.1 or 5.2 shall require SkillSoft and/or its Representatives to reveal
any information to SSI and/or its Representatives or finance providers which the Board
determines, in good faith, after consultation with its outside legal counsel and its
financial advisors, would be inappropriate to disclose to a third party under Rule 20.2 of
the Takeover Rules and any correspondence or other information required to be provided
under Clauses 5.1 or 5.2 may be redacted:






	 	5.3.1	 	to remove references concerning the valuation of the businesses of
SkillSoft;
	 
	 	5.3.2	 	as necessary to comply with contractual obligations; and
	 
	 	5.3.3	 	as necessary to address reasonable privilege or confidentiality concerns;






	 	 	provided that where any provision of this Clause 5.3 is availed of, SkillSoft shall
(subject to SkillSoft being given a reasonable opportunity to review such offering
memorandum and full access to all relevant source materials and full opportunity to
discuss and engage with such of SSI’s Representatives as are actively involved in
preparing such offering memorandum) assist SSI in working to ensure that this shall not
result in its offering memorandum containing any untrue statement of a material fact or
omitting to state any material fact necessary in order to make the statements and
information contained therein not misleading.
	 
	5.4	 	Scheme Recommendation
	 
	 	 	Subject to the obligations of the Board under the Takeover Rules, and unless the Board
determines in good faith after consultation with its outside legal counsel and its
financial advisors that the Board’s fiduciary duties require them to do otherwise, the
Scheme Recommendation will not be withdrawn, adversely modified or qualified.
	 
	5.5	 	Solicitation






	 	5.5.1	 	Notwithstanding any other provision of this Agreement, during the period
beginning on the date of this Agreement and continuing until 11.59 pm New York, New
York time on 6 March 2010, SkillSoft and its Subsidiaries and their respective
Representatives shall have the right to: (i) initiate, solicit and encourage,
including by way of providing access to non-public information, any discussions with,
or enquiries or proposals from, any person other than SSI in respect of or in
connection with a Third Party




21









 






	 	 	 	Transaction Proposal and (ii) enter into and maintain discussions or negotiations
with respect to a Third Party Transaction Proposal or otherwise cooperate with or
assist or participate in, or facilitate any such inquiries, proposals,
discussions or negotiations. Prior to the Non-Solicitation Period Start Date,
SkillSoft shall give SSI not less than four days’ advance notice of any meeting
of the Board or other forum or the occurring of any other means at which any
withdrawal of the Scheme Recommendation is to be considered; provided that
nothing in this Agreement shall require SkillSoft to disclose the identity of the
person making or submitting such Third Party Transaction Proposal.
	 
	 	5.5.2	 	Subject to any actions which SkillSoft is required to take so as to comply
with the requirements of the Takeover Rules, during the period commencing on the
Non-Solicitation Period Start Date and ending on the earlier of (i) the date set
forth in Section 9.1.1, (ii) the date on which this Agreement is terminated in
accordance with its terms and (iii) the date on which the Scheme is withdrawn by
SkillSoft in accordance with its terms or lapses or becomes effective (such period,
the “Non-Solicitation Period”); SkillSoft agrees that neither it nor any of its
Subsidiaries shall and SkillSoft shall not authorise or permit its Representatives
to:






	 	(a)	 	directly or indirectly, solicit or initiate any
discussions with, or enquiries or proposals from, any person other than SSI,
any Associate of SSI or any person Acting in Concert with SSI in respect of
or in connection with a Third Party Transaction Proposal; or
	 
	 	(b)	 	make available any non-public information relating to
SkillSoft and/or its assets and/or its business and/or any Subsidiary of
SkillSoft in respect of or in connection with a Third Party Transaction
Proposal other than to SSI, any Associate of SSI or any person Acting in
Concert with SSI provided that nothing in this Agreement shall prevent
SkillSoft from complying with its obligations under Rule 20.2 of the
Takeover Rules; or
	 
	 	(c)	 	enter into any expenses reimbursement or similar
agreement or any inducement fee agreement of any nature with any person
other than SSI or an Excluded Party save on terms that, if SSI’s acquisition
of the entire issued and to be issued share capital of SkillSoft proceeds to
completion, either pursuant to the Acquisition in its original or any
amended form or otherwise, SkillSoft shall not be obliged to discharge any
costs or expenses of any party connected with any Third Party Transaction
Proposal.






	 	5.5.3	 	SkillSoft further agrees that, subject to any provision to the contrary in
the Takeover Rules applicable to the Scheme, SkillSoft shall during the
Non-Solicitation Period:






	 	(a)	 	promptly advise SSI orally, with written confirmation to
follow within one Business Day, of (i) receipt following the
Non-Solicitation Period Start Date of any Third Party Transaction




22









 






	 	 	 	Proposal or any request for non-public information in connection with
any Third Party Transaction Proposal from any person other than a
person that communicated a Third Party Transaction Proposal to
SkillSoft in writing prior to the Non-Solicitation Period Start Date
(an “Excluded Party”) and (ii) the material terms and conditions of any
such Third Party Transaction Proposal (but not, for the avoidance of
doubt, the identity of the person making any such Third Party
Transaction Proposal);
	 
	 	(b)	 	keep SSI reasonably informed, on a reasonably current
basis, of the status and material terms and conditions (including updating
SSI of any material change to such terms within one Business Day of
SkillSoft receiving or becoming aware of such change) of any such Third
Party Transaction Proposal from any person other than an Excluded Party;
	 
	 	(c)	 	provide to SSI as soon as practicable after receipt or
delivery thereof copies of any proposals received by SkillSoft with respect
to such Third Party Transaction Proposal from any person other than an
Excluded Party and any draft or final version of any acquisition agreement
relating to such Third Party Transaction Proposal; and
	 
	 	(d)	 	SkillSoft shall give SSI not less than four days’ advance
notice of any meeting of the Board, or other forum or the occurring of any
other means by which any withdrawal of the Scheme Recommendation is to be
considered; provided that nothing in this Agreement shall require SkillSoft
to disclose the identity of the person making or submitting such Third Party
Transaction Proposal.






	 	5.5.4	 	For the avoidance of doubt and notwithstanding any other term of this
Agreement, nothing in this Agreement shall preclude, restrict or hinder SkillSoft or
any of its Subsidiaries or any of their respective Representatives from:






	 	(a)	 	continuing discussions with respect to a Third Party
Transaction Proposal communicated in writing by an Excluded Party to
SkillSoft prior to the Non-Solicitation Period Start Date; or
	 
	 	(b)	 	considering and engaging with any unsolicited
offers/proposals of a Third Party Transaction Proposal but only if and only
to the extent that the Board has determined, in good faith after
consultation with its outside legal counsel and its financial advisors, that
it is required to do so to satisfy the fiduciary duties of the Board or to
comply with the Takeover Rules.




23









 











SECTION 6.0 — REPRESENTATIONS AND WARRANTIES





	6.1	 	SSI Representations and Warranties
	 
	 	 	SSI hereby represents and warrants to SkillSoft as follows:






	 	6.1.1	 	As of the date of this Agreement, SSI has available lines of credit or
other sources of funds sufficient to ensure that as at the Effective Time it will
have the cash to enable it to pay the aggregate Scheme Consideration in full in
accordance with the terms of the Scheme as well as to make all payments required
under the Optionholder Proposal.
	 
	 	6.1.2	 	The information relating to SSI and its Subsidiaries and their respective
directors, officers and employees provided by SSI to be contained in the Scheme
Document (including any amendments or supplements thereto) and any other documents
filed or furnished with or to the High Court, the SEC or pursuant to the Act and the
Takeover Rules in connection with this Acquisition, will not, on the date the Scheme
Document is first posted to SkillSoft Shareholders or at the time of the Court
Meeting, contain any untrue statement of any material fact, or omit to state any
material fact required to be stated therein or necessary in order to make the
statements therein not false or misleading at the time and in light of the
circumstances under which such statement is made. The parts of the Scheme Document
(including any amendments or supplements thereto) and any related filings for which
the directors of SSI are responsible under the Takeover Rules and any related filings
that SSI is required to make with the SEC will comply in all material respects as to
form with the requirements of the Takeover Rules and the Act and the Exchange Act and
the rules and regulations thereunder.
	 
	 	6.1.3	 	Except for the representations and warranties contained in this Clause
6.1, SkillSoft acknowledges that neither SSI nor any Representative of SSI makes any
other express or implied representation or warranty with respect to SSI or with
respect to any other information provided or made available to SkillSoft in
connection with the transactions contemplated hereby. Neither SSI nor any
Representative of SSI will be subject to any liability or indemnification obligation
to SkillSoft or any other person resulting from the distribution to SkillSoft, or
SkillSoft’s use of, any such information, including any information, documents,
projections, forecasts or other material made available to SkillSoft and/or to
SkillSoft’s Representatives in certain “data rooms” or management presentations in
expectation of the transaction contemplated by this Agreement, unless any such
information is expressly included in a representation or warranty contained in this
Clause 6.1.






	6.2	 	SkillSoft Representations and Warranties
	 
	 	 	SkillSoft hereby represents and warrants to SSI as follows:






	 	6.2.1	 	The information relating to SkillSoft and its Subsidiaries and their
respective directors, officers and employees provided by SkillSoft to be contained in
the Scheme Document (including any amendments or




24









 






	 	 	 	supplements thereto) and any other documents filed or furnished with or to the
High Court, the SEC or pursuant to the Act and the Takeover Rules in connection
with the Acquisition, will not, on the date the Scheme Document is first posted
to SkillSoft Shareholders or at the time of the Court Meeting, contain any untrue
statement of any material fact, or omit to state any material fact required to be
stated therein or necessary in order to make the statements therein not false or
misleading at the time and in light of the circumstances under which such
statement is made. The parts of the Scheme Document (including any amendments or
supplements thereto) and any related filings for which the directors of SkillSoft
are responsible under the Takeover Rules and any related filings that SkillSoft
is required to make with the SEC will comply in all material respects as to form
with the requirements of the Takeover Rules and the Act and the Exchange Act and
the rules and regulations thereunder. The Scheme Document shall also comply in
all material respects as to form with the applicable requirements of the Exchange
Act and the rules and regulations thereunder for a proxy statement.
	 
	 	6.2.2	 	Except for the representations and warranties contained in Clause 4.1.1
and this Clause 6.2, SSI acknowledges that neither SkillSoft nor any Representative
of SkillSoft makes any other express or implied representation or warranty with
respect to SkillSoft or any of its Subsidiaries or with respect to any other
information provided or made available to SSI in connection with the transactions
contemplated by this Agreement. Neither SkillSoft nor any Representative of SkillSoft
will have or be subject to any liability or indemnification obligation to SSI or any
other person resulting from the distribution to SSI and/or to SSI’s Representatives,
or SSI’s use of, any such information, including any information, documents,
projections, forecasts or other material made available to SSI and/or to SSI’s
Representatives in certain “data rooms” or management presentations in expectation of
the transactions contemplated by this Agreement, unless and then only to the extent
that any such information is expressly included in a representation or warranty
contained in Clause 4.1.1 and this Clause 6.2.
	 
	 	6.2.3	 	Except as disclosed (as defined in the Rule 2.5 Announcement), to the
knowledge and belief of Chuck Moran or Tom McDonald, all representations that relate
to SkillSoft and its Subsidiaries as are set out in Schedule 3 are, as of the date of
this Agreement, true and correct.
	 
	 	6.2.4	 	The authorised share capital of SkillSoft consists of 250,000,000
SkillSoft Shares. At the close of business on 11 February 2010, (i) 94,656,179
SkillSoft Shares were issued and outstanding, (ii) 12,197,958 SkillSoft Shares were
reserved and available for issuance pursuant to the SkillSoft Share Option Plans and
the SkillSoft Employee Share Purchase Plan, of which (A) 11,987,958 SkillSoft Shares
were subject to outstanding options (other than rights under the SkillSoft Employee
Share Purchase Plan) to subscribe for SkillSoft Shares and (B) up to 210,000
SkillSoft Shares were available for issuance pursuant to outstanding purchase rights
under the SkillSoft Employee Share Purchase Plan. Except as set forth above, at the
close of business on 11 February 2010, no shares in the share capital of or




25









 






	 	 	 	other voting securities of SkillSoft were issued, reserved for issuance or
outstanding.






	6.3	 	Representations and Warranties of Both Parties
	 
	 	 	Each Party represents and warrants to the other on the date of this Agreement that:






	 	6.3.1	 	it has the requisite power and authority to enter into this Agreement and
to publish the Rule 2.5 Announcement;
	 
	 	6.3.2	 	this Agreement is binding on it in accordance with its terms;
	 
	 	6.3.3	 	the execution and delivery of, and performance of its obligations under,
this Agreement will not result in:






	 	(a)	 	a breach of any provision of its constitutional
documents;
	 
	 	(b)	 	a breach of, or default under, any material instrument to
which it is a party or by which it is bound; or
	 
	 	(c)	 	a breach of any order, judgment or decree of any court or
Relevant Authority to whose jurisdiction it is subject.






	6.4	 	Notification of Breach
	 
	 	 	Each Party shall notify the other Party promptly if such Party becomes aware of any fact
or circumstance which constitutes a breach of this Clause 6.





SECTION 7.0 — DIRECTORS, OFFICERS AND EMPLOYEES





	7.1	 	Directors’ and Officers’ Indemnification and Insurance






	 	7.1.1	 	SSI agrees that, and agrees to use all reasonable efforts to ensure that,
all rights to indemnification or exculpation now existing in favour of, and all
limitations on the personal liability of each present and former director or officer
of SkillSoft and/or its Subsidiaries provided for in their respective constitutional
or organisational documents and in indemnification agreements to which SkillSoft
and/or its Subsidiaries (or any one of them) is a party, in effect as of the date of
this Agreement, shall continue in full force and effect for a period of 6 years after
the Effective Time. During such period, SSI shall not amend, repeal or otherwise
modify such provisions for indemnification in any manner that would adversely affect
the rights thereunder of individuals who at any time prior to the Effective Time was
a director or officer of SkillSoft and/or any of its Subsidiaries in respect of
actions or omissions occurring at or prior to the Effective Time (including, without
limitation, the transactions contemplated by this Agreement), unless such
modification is required by law; PROVIDED HOWEVER that in the event any claim or
claims are asserted or made either prior to the Effective Time or within such 6-year
period, all rights to indemnification in respect of any such claim or claims shall
continue until disposition of any and all such claims.




26









 






	 	7.1.2	 	Prior to the Effective Time, SkillSoft shall, to the fullest extent
permitted under applicable law, indemnify and hold harmless, and, after the Effective
Time, SSI shall cause SkillSoft, to the fullest extent permitted under applicable
law, to indemnify and hold harmless, each present and former director or officer, of
SkillSoft and/or its Subsidiaries and their respective heirs and representatives and
each such person who served at the request of SkillSoft or any Subsidiary of
SkillSoft as a director or officer of another corporation, partnership, joint
venture, trust, pension or other employee benefit plan or enterprise (each an
“Indemnified Party” and, collectively, the “Indemnified Parties”) against all costs
and expenses (including legal fees), judgments, fines, losses, claims, damages,
liabilities and settlement amounts paid in connection with any claim, action, suit,
proceeding or investigation (whether arising before or after the Effective Time),
whether civil, administrative or investigative, arising out of or pertaining to any
action or omission in their capacities as directors, officers, employees, fiduciaries
or agents, in each case occurring at or before the Effective Time (including the
transactions contemplated by this Agreement); PROVIDED HOWEVER, that if it is finally
judicially determined that an Indemnified Party was not entitled to be indemnified
under this Clause 7.1, then such Indemnified Party shall be responsible for and repay
all losses, claims, damages, liabilities and settlement amounts (or expenses related
thereto) previously paid or reimbursed by SkillSoft which are the subject of such
determination. Without limiting the foregoing, in the event of any such claim,
action, suit, proceeding or investigation, (i) SkillSoft or SSI, as the case may be,
shall be entitled to control the defence of such claim, action, suit, proceeding or
investigation, (ii) if SkillSoft or SSI (or counsel selected by the applicable
insurer of SkillSoft) does not elect to control the defence of such claim, action,
suit, proceeding or investigation, the Indemnified Party shall be entitled to select
counsel for the Indemnified Party, which counsel shall be reasonably satisfactory to
SkillSoft or to SSI, as the case may be, and SkillSoft shall pay the fees and
expenses of such counsel promptly after statements therefor are received, and (iii)
SkillSoft shall cooperate in the defence of any such matter, PROVIDED HOWEVER, that
neither SkillSoft nor SSI shall be liable for any settlement effected without its
written consent (which consent shall not be unreasonably withheld, conditioned or
delayed).
	 
	 	7.1.3	 	At or prior to the Effective Time, SkillSoft shall purchase a “tail”
directors’ and officers’ liability insurance policy (which by its terms shall survive
the Acquisition) for its directors and officers, which shall provide such directors
and officers with coverage for 6 years following the Effective Time of not less than
the existing coverage under, and have other terms not materially less favourable on
the whole to, the insured persons than the directors’ and officers’ liability
insurance coverage presently maintained by SkillSoft. SSI shall, and shall cause
SkillSoft after the Effective Time to, maintain such policy in full force and effect,
and continue to honour the obligations thereunder.
	 
	 	7.1.4	 	The obligations under this Clause 7.1 shall not be terminated or modified
in such a manner as to adversely affect any indemnitee to whom this Clause 7.1
applies without the consent of such affected indemnitee (it being expressly agreed
that the indemnitees to whom this Clause 7.1 applies and




27









 






	 	 	 	any such indemnitees’ heirs or representatives, shall be third party
beneficiaries of this Clause 7.1 and shall be entitled to enforce the covenants
contained herein).
	 
	 	7.1.5	 	In the event SkillSoft or any of its successors or assigns
(i) consolidates with or merges into any other person and shall not be the continuing
or surviving corporation or entity of such consolidation or merger, or (ii) transfers
or conveys all or substantially all of its properties and assets to any person, then,
and in each such case, to the extent necessary, proper provision shall be made so
that the successors and assigns of SSI or SkillSoft, as the case may be, assume the
obligations set out in this Clause 7.1.






	7.2	 	Employment and Benefit Matters






	 	7.2.1	 	For the 12 month period commencing on the Completion Date, SSI shall, and
shall cause SkillSoft after the Effective Time to, maintain compensation levels,
including cash-based incentives, retirement, health and welfare benefits (but not
including equity compensation or defined benefit plans), for the employees of
SkillSoft or of any Subsidiary of SkillSoft who remain employed after the Effective
Time (collectively, the “SkillSoft Employees”) at levels that are, in the aggregate,
comparable to those in effect for the SkillSoft Employees on the date hereof. SSI
shall, and shall cause SkillSoft to, use all reasonable efforts to treat, and cause
the applicable benefit plans to treat, the service of the SkillSoft Employees with
SkillSoft or any Subsidiary of SkillSoft attributable to any period before the
Effective Time as service rendered to SSI or SkillSoft for purposes of eligibility to
participate, vesting and for other appropriate benefits including, but not limited
to, applicability of minimum waiting periods for participation but excluding benefit
accrual. Without limiting the foregoing, SSI shall use all reasonable efforts to
cause any pre-existing conditions or limitations or eligibility waiting periods under
any health or similar plan of SSI to be waived with respect to the SkillSoft
Employees and their eligible dependents, to the extent the SkillSoft Employees have
satisfied any similar limitations or requirements under the corresponding plan in
which the SkillSoft Employees participated immediately prior to the Effective Time,
and shall use all reasonable efforts to cause any deductibles paid by the SkillSoft
Employees under any of SkillSoft’s or its Subsidiaries’ health plans in the plan year
in which Completion occurs to be credited towards equivalent deductibles under the
health plans of SSI or any Subsidiary of SSI. SSI shall, and shall cause SkillSoft
to, use all reasonable efforts to make appropriate arrangements with its insurance
carrier(s) to ensure such result. Except with respect to employees who have entered
into employment agreements with SkillSoft or its Subsidiaries, the SkillSoft
Employees who remain employed after the Effective Time shall be considered to be
employed by SSI on the same terms and conditions as they are employed as at the date
of this Agreement and nothing shall be construed to limit the ability of SSI or
SkillSoft to terminate the employment of any such SkillSoft Employee at any time
pursuant to the terms and conditions of their employment with SkillSoft. SSI will
cooperate with SkillSoft, and assume all costs, in respect of consultation
obligations and similar notice and bargaining obligations owed to any employees or




28









 






	 	 	 	consultants of SkillSoft or any Subsidiary of SkillSoft in accordance with all
applicable laws and bargaining agreements, if any.
	 
	 	7.2.2	 	Subject to Clause 7.2.1, SSI shall have sole discretion with respect to
the determination as to whether or when to terminate, merge or continue any employee
benefit plans and programs of SkillSoft.
	 
	 	7.2.3	 	SSI shall honour, in accordance with their terms, all compensation,
employment, severance, change-of-control and similar agreements to which SkillSoft is
a party to the extent such agreements have been disclosed (as defined in the Rule 2.5
Announcement).
	 
	 	7.2.4	 	Notwithstanding anything in this Agreement to the contrary, no provision
of this Agreement is intended to, or does, constitute the establishment or adoption
of, or amendment to, any employee benefit plan (within the meaning of Section 3.3.
of, or subject to, ERISA), and no person participating in any such employee benefit
plan maintained by either SkillSoft or SSI shall have any claim or cause of action,
under ERISA or otherwise, in respect of any provision of this Agreement as it relates
to any such employee benefit plan or otherwise.





SECTION 8.0 — COMPLETION





	8.1	 	Completion






	 	8.1.1	 	Completion Date






	 	(a)	 	Completion shall take place on such date, to be mutually
determined by SkillSoft and SSI, being not more than 5 Business Days after
the date of issue of the Court Order to SkillSoft (“Completion Date”).
SkillSoft shall promptly after receipt of the Court Order notify SSI of this
fact.
	 
	 	(b)	 	Completion shall take place at the offices of William Fry
at 11.00 am (or at such other time as may be agreed between the parties in
writing) on the Completion Date.






	 	8.1.2	 	On or prior to Completion:






	 	(a)	 	SkillSoft shall procure that a meeting of its board of
directors is held at which resolutions are passed (conditional on
registration of the Court Order with the Registrar of Companies occurring
and effective as of the Effective Time) approving:






	 	(i)	 	the allotment and issue to SSI
(and/or its nominees) in accordance with the Scheme of the number
of new shares in the capital of SkillSoft provided for in the
Scheme;
	 
	 	(ii)	 	the resignation of all of the
non-executive directors of SkillSoft; and




29









 






	 	(iii)	 	the appointment of such persons as
SSI may nominate as the directors of SkillSoft.






	 	8.1.3	 	On Completion:






	 	(a)	 	SSI shall pay the Scheme Consideration to the SkillSoft
Shareholders pursuant to and in accordance with the terms and conditions of
the Scheme;
	 
	 	(b)	 	SkillSoft shall deliver to SSI:






	 	(i)	 	a certified copy of the resolutions
referred to in Clause 8.1.2;
	 
	 	(ii)	 	share certificates in respect of the
aggregate number of new shares in the capital of SkillSoft to be
issued to SSI (and/or its nominees) in accordance with the Scheme;
and
	 
	 	(iii)	 	letters of resignation from the
non-executive directors of SkillSoft (each such letter containing
an acknowledgement that such resignation is without any claim for
loss of office or other claim arising from such resignation); and






	 	(c)	 	SkillSoft shall cause an office copy of the Court Order
and a copy of the minute required by Section 75 of the Act to be filed with
the Companies Registration Office and obtain from the Registrar of Companies
a Certificate of Registration in relation to the reduction of share capital
involved in the Scheme;
	 
	 	(d)	 	Each of the Parties shall, on or prior to the Effective
Date, deliver to the other Party such other deeds, documents, consents,
waivers, resolutions, and/or other things and/or take such further action(s)
as may reasonably be required of it and is necessary to implement the Scheme
and/or the Acquisition.





SECTION 9.0 — TERMINATION





	9.1	 	Termination






	 	9.1.1	 	If (i) the Resolutions are not duly passed, or (ii) the Conditions are not
satisfied or waived by 11.59 pm New York, New York time on 16 July 2010 or such later
date as the Parties may agree to in writing subject to the consent of the Panel
and/or the High Court (in each case, if required); or (iii) the High Court declines
or refuses to sanction the Scheme, unless both Parties agree that the decision of the
High Court shall be appealed; or (iv) any of the circumstances set out in Clause 2.2
of the Expenses Reimbursement Agreement occurs, either Party shall be entitled by
notice in writing to the other Party to forthwith terminate this Agreement.
	 
	 	9.1.2	 	Termination of this Agreement in accordance with Clause 9.1.1 shall not,
save as provided in the Expenses Reimbursement Agreement, give rise to any liability
of the Parties; provided however, that neither such termination




30









 






	 	 	 	nor any of the provisions of this Section 9 shall relieve either Party of any
liability to the other Party for any intentional breach of this Agreement prior
to or giving rise to such termination. Section 10 of this Agreement shall
survive, and continue in full force and effect, notwithstanding its termination.
	 
	 	9.1.3	 	For the avoidance of doubt, termination of this Agreement shall be without
prejudice to the provisions of the Confidentiality Agreement or the Expenses
Reimbursement Agreement.
	 
	 	9.1.4	 	If this Agreement is terminated pursuant to Clause 9.1.1(iv), each of the
Parties shall, unless otherwise agreed in writing, apply to the Panel to lapse the
Scheme.





SECTION 10.0 — GENERAL





	10.1	 	Announcements
	 
	 	 	Subject to the requirements of applicable law, the Takeover Rules, the Listing Rules, a
court order, the Securities Act, the Exchange Act, the SEC or any Relevant Authority
(including, without limitation, the Panel), the Parties shall consult together as to the
terms of, the timing of and the manner of publication of any formal announcement, document
or publication which either Party may make regarding the Acquisition, the Scheme or this
Agreement. SSI and SkillSoft shall give each other the opportunity to review and comment
upon any such announcement, document or publication and shall not issue any such
announcement, document or publication prior to such consultation, except as may be
required by applicable law, the Takeover Rules, the Listing Rules, a court order, the
Securities Act, the Exchange Act, the SEC or any Relevant Authority (including, without
limitation, the Panel) which has jurisdiction over it. Any other communication which any
Party may make regarding such matters shall, subject to the requirements of applicable
law, the Takeover Rules, the Listing Rules, a court order, the Securities Act, the
Exchange Act, the SEC or any Relevant Authority (including, without limitation, the
Panel), be consistent with any such announcement, document or publication and the terms of
the Rule 2.5 Announcement. The Parties agree that the initial press release to be issued
with respect to the transactions contemplated by this Agreement shall be in the form of
the Rule 2.5 Announcement. For the avoidance of doubt, the provisions of this Clause do
not apply to any announcement, document or publication in connection with a Third Party
Transaction Proposal or a change in the Scheme Recommendation or any proposed amendment to
the terms of the Scheme contemplated by SSI on account of an increase in consideration due
in respect of the Acquisition whether before or after a withdrawal or adverse modification
of the Scheme Recommendation.
	 
	10.2	 	Notices






	 	10.2.1	 	Any notice or other document to be served under this Agreement may be delivered or
sent by post, facsimile or e-mail process to the Party to be served as follows:






	 	(a)	 	if to SSI, if by letter, to its address c/o Michael C.
Ascione and Sharlyn Heslam, Berkshire Partners LLC, 200 Clarendon Street,




31









 






	 	 	 	Boston, MA 02116 with a copy to David Chapin and Jane Goldstein, Ropes
& Gray LLP, One International Place, Boston, MA 02110 and Paul Egan and
Justin McKenna, Mason Hayes+Curran, South Bank House, Barrow Street,
Dublin 4, Ireland, if by fax to fax number 617-227-6105 (for Berkshire
Partners LLC) or 617-951-7050 (for Ropes & Gray LLP) or +353 1 614 5001
(for Mason Hayes+Curran) or, if by email, to the email address
mascione@berkshirepartners.com and sheslam@berkshirepartners.com with a
copy to; david.chapin@ropesgray.com, jane.goldstein@ropesgray.com,
pegan@mhc.ie, and jmckenna@mhc.ie (which shall not constitute notice);
and
	 
	 	(b)	 	if to SkillSoft, if by letter, to its address Mr. Charles
E. Moran, SkillSoft PLC, 107 Northeastern Boulevard, Nashua, NH 03062 with a
copy to Patrick J. Rondeau, Esq, WilmerHale, 60 State Street, Boston, MA
02109 and Myra Garrett, William Fry, Fitzwilton House, Wilton Place, Dublin
2, Ireland, if by fax to fax number 603-324-3210 (for SkillSoft) or
617-526-5000 (for WilmerHale) or 00 353 1 6395 333 (for William Fry), or if
by email, to the email address Chuck_Moran@skillsoft.com with a copy to
Patrick.Rondeau@wilmerhale.com and myra.garrett@williamfry.ie (which shall
not constitute notice),






	 		 	or such other postal address, fax number or email address as it may have notified
to the other Party in writing in accordance with the provisions hereof. Any
notice or other documents sent by post shall have been sent by pre-paid recorded
delivery post (if within Ireland) or by pre-paid airmail (if elsewhere).
	 
	 	10.2.2	 	Any notice or document shall be deemed to have been served:






	 	(a)	 	if delivered by hand, at the time of delivery;
	 
	 	(b)	 	if sent by pre-paid post, 48 hours (7 Business Days if
posted in a different postal jurisdiction to that of the addressee) after
the date of posting;
	 
	 	(c)	 	if sent by fax, at the time of termination of the fax
transmission;
	 
	 	(d)	 	if sent by email, at the time of the sending of the
email.






	 	10.2.3	 	In proving service of a notice or document it shall be sufficient to prove that
delivery was made or that the envelope containing the notice or documents was
properly addressed and posted (either by pre-paid recorded delivery post or by
pre-paid airmail, as the case may be) or that the fax message or email was properly
addressed and despatched, as the case may be.






	10.3	 	Assignment
	 
	 	 	The rights and obligations of the Parties under this Agreement shall be deemed to be
personal rights and shall not be capable of assignment, novation or sub-contraction to




32









 






	 	 	any other person without the prior written consent of the other party, provided that SSI
may assign any or all of its rights and interests hereunder to one or more of its
Affiliates, provided the prior consent in writing has been obtained from the Panel in
respect of such assignment and it shall not result in a material departure from the
Timetable.
	 
	10.4	 	Counterparts
	 
	 	 	This Agreement may be executed in any number of counterparts, all of which, taken
together, shall constitute one and the same agreement, and each Party may enter into this
Agreement by executing a counterpart.
	 
	10.5	 	Amendment
	 
	 	 	No amendment of this Agreement shall be binding unless the same shall be evidenced in
writing duly executed by each of the Parties.
	 
	10.6	 	Costs and Expenses
	 
	 	 	Save for:






	 	10.6.1	 	the Panel’s document review fees; and
	 
	 	10.6.2	 	the costs of, and associated with, the printing, publication and posting of the
Acquisition Documents;






	 	 	which in the case of Clause 10.6.1 will be borne and discharged by SSI and which in the
case of Clause 10.6.2 will be borne and discharged by SkillSoft, each Party shall pay its
own costs and expenses of and incidental to this Agreement, the Acquisition and all other
transactions contemplated hereby.
	 
	10.7	 	Governing Law and Jurisdiction






	 	10.7.1	 	This Agreement shall be governed by, and construed in accordance with, the laws of
Ireland.
	 
	 	10.7.2	 	Each of the Parties irrevocably agrees that the courts of Ireland are to have
exclusive jurisdiction to settle any dispute arising out of or in connection with
this Agreement and, for such purposes, irrevocably submits to the exclusive
jurisdiction of such courts. Any proceeding, suit or action arising out of or in
connection with this Agreement (the “Proceedings”) shall therefore be brought in the
courts of Ireland.






	10.8	 	Rule 16b-3 Actions
	 
	 	 	SkillSoft and SSI agree that, in order to most effectively compensate and retain those
officers and directors of SkillSoft who are subject to the reporting requirements of
Section 16(a) of the Exchange Act in connection with the Acquisition, both prior to and
after the Effective Date, it is desirable that such persons not be subject to a risk of
liability under Section 16(b) of the Exchange Act to the fullest extent permitted by
applicable law in connection with the transactions contemplated by this Agreement, and for
that compensatory and retentive purpose agree to the provisions of this




33









 






	 	 	Clause 10.8. Promptly after the date hereof and prior to the Effective Date, SkillSoft
shall adopt a resolution in advance of the Effective Date providing that any dispositions
of SkillSoft Shares resulting from the transactions contemplated by this Agreement by each
individual who is subject to the reporting requirements of Section 16(a) of the Exchange
Act with respect to SkillSoft to be exempt under Rule 16b-3 promulgated under the Exchange
Act, to the extent permitted by applicable law.
	 
	10.9	 	No Third Party Beneficiaries
	 
	 	 	Except (a) as provided in Clause 7.1 (Directors’ and Officers’ Indemnification and
Insurance) hereof, and (b) the provisions of Section 8.1.3(a) concerning payment of the
Scheme Consideration pursuant to the Scheme, which shall inure to the SkillSoft
Shareholders but, prior to the Effective Date, may only be enforced by SkillSoft acting on
their behalf , and (c) the provisions of Section 4 concerning payments under the
Optionholder Proposal, which shall inure to the SkillSoft Optionholders but, prior to the
Effective Date, may only be enforced by SkillSoft acting on their behalf, this Agreement
(including the documents and instruments referred to herein) is not intended to confer
upon any person other than SSI and SkillSoft any rights or remedies under or by reason of
this Agreement.
	 
	10.10	 	No Amendment of Expenses Reimbursement Agreement
	 
	 	 	Notwithstanding any other provision of this Agreement, nothing in this Agreement shall
supersede, amend or vary the terms of the Expenses Reimbursement Agreement.





SECTION 11.0 — INTERPRETATION





	11.1	 	Definitions
	 
	 	 	In this Agreement the following words and expressions shall have the meanings set opposite
them:
	 
	 	 	“Acquisition”, the proposed acquisition by SSI of SkillSoft by means of the Scheme, as
described in the Rule 2.5 Announcement;
	 
	 	 	“Acquisition Documents”, (i) any documents to be filed with or submitted to the High Court
in connection with the Scheme or the Acquisition, (ii) any filings with or notifications
to Relevant Authorities as are necessary or expedient for the implementation of the
Acquisition, (iii) the Scheme Document and any other documents sent to SkillSoft
Shareholders in connection with the Acquisition or the Scheme, (iv) the Optionholder
Proposal and (v) any other documents required to be sent or submitted to any third party
in connection with the Acquisition or the Scheme;
	 
	 	 	“Act”, the Companies Act 1963, as amended;
	 
	 	 	“Acting in Concert”, shall have the meaning given to that term in the Takeover Panel Act
1997;






34











 






“ADS”, the American Depositary Shares representing SkillSoft Shares admitted to
trading on NASDAQ;




“Affiliate” with respect to any person, any other person controlling, controlled by or
under common control with such person. As used in this definition, “control” (including,
with its correlative meanings, “controlled by” and “under common control with”) means the
possession, directly or indirectly, of power to direct or cause the direction of the
management and policies of a person whether through the ownership of voting securities, by
contract or otherwise;




“Agreed Form”, in relation to any document, the form of that document which has been
initialled for the purpose of identification by or on behalf of each of the Parties;




“Associate”, the meaning given to that term in the Takeover Rules;




“Board”, the board of directors of SkillSoft (or a duly authorised committee thereof);




“Business Day”, any day, other than a Saturday, Sunday or public holiday in Ireland or in
the State of New York;




“Clearances”, all consents, clearances, permissions and waivers that need to be obtained,
all applications and filings that need to be made and all waiting periods that may need to
have expired, from or under the laws, regulations or practices applied by any Relevant
Authority in connection with the implementation of the Scheme and/or the Acquisition and,
in each case, that constitute Conditions; and any reference to Conditions having been
“satisfied” shall be construed as meaning that the foregoing have been obtained, or where
appropriate, made or expired in accordance with the relevant Condition;




“Completion”, completion of the Acquisition pursuant to the Scheme;




“Completion Date”, the meaning given to such term in Clause 8.1.1;




“Conditions”, the conditions to the Scheme and the Acquisition set out in Appendix I to
the Rule 2.5 Announcement, and “Condition” means any one of the Conditions;




“Confidentiality Agreement”, the confidentiality agreement dated 2 November 2009 between
SkillSoft and Berkshire Partners LLC;




“Court Hearing”, the hearing by the High Court of the petition to sanction the Scheme
under Section 201 of the Act;




“Court Meeting", the meeting or meetings of the SkillSoft Shareholders (and any
adjournment thereof) convened by order of the High Court pursuant to Section 201 of the
Act to consider and, if thought fit, approve the Scheme (with or without amendment);




“Court Meeting Record Time”, 5.00 pm (Dublin) on the date which falls two days before the
date of the Court Meeting;



35









 







“Court Order”, the order or orders of the High Court sanctioning the Scheme under Section
201 of the Act and confirming the reduction of capital that forms part of it under
Sections 72 and 74 of the Act;




“Credit Agreements”, (i) that certain Bridge Credit Agreement, dated as of the date
hereof, by and among SSI Luxco II, S.à.r.l., the Lenders (as defined therein) party
thereto and Morgan Stanley Senior Funding, Inc., as administrative agent and collateral
agent and (ii) that certain Credit Agreement dated as of the date hereof, by and among SSI
Luxco II, S.à.r.l., SSI Investments II Limited, the Lenders (as defined therein) party
thereto and Morgan Stanley Senior Funding, Inc., as administrative agent and collateral
agent.




“Effective Date”, the date on which the Scheme becomes effective in accordance with its
terms;




“Effective Time”, the time on the Effective Date at which the Court Order and a copy of
the minute required by Section 75 of the Act are registered by the Registrar of Companies;




“EGM Resolutions”, the resolutions to be proposed at the EGM for the purposes of approving
and implementing the Scheme, the reduction of capital and such other matters as SkillSoft
determines to be necessary or desirable for the purposes of implementing the Acquisition
and the Scheme;




“Exchange Act”, the United States Securities Exchange Act of 1934, as amended;




“Expenses Reimbursement Agreement”, the expenses reimbursement agreement dated as of the
date of this Agreement between SSI and SkillSoft, the terms of which have been approved by
the Panel;




“Extraordinary General Meeting” or “EGM”, the extraordinary general meeting of the
SkillSoft Shareholders (and any adjournment thereof) to be convened in connection with the
Scheme, expected to be held as soon as the preceding Court Meeting shall have been
concluded or adjourned;




“Group”, in relation to any body corporate, means any bodies corporate which are holding
companies or subsidiaries or subsidiary undertakings (as such terms are defined in the Act
and the European Communities (Companies: Group Accounts) Regulations 1992, respectively)
of it or of any such holding company;




“High Court”, the High Court of Ireland;




“Holding Company”, the meaning given to that term by Section 155, Companies Act 1963;




“HSR Act”, the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended;




“Indemnified Parties”, the meaning given to that term in Clause 7.1.2;




“Investor Group”, the meaning given to that term in the Rule 2.5 Announcement;



36









 







“Ireland” or “Republic of Ireland”, Ireland excluding Northern Ireland and the word
“Irish” shall be construed accordingly;




“Listing Rules”, the listing rules of NASDAQ as amended from time to time;




“NASDAQ”, the market known as the Nasdaq Global Market on which SkillSoft’s ADSs are
quoted;




“Non-Solicitation Period Start Date”, 7 March 2010;




“Northern Ireland”, the counties of Antrim, Armagh, Derry, Down, Fermanagh and Tyrone on
the island of Ireland;




“Optionholder Proposal”, the proposal of SSI to the SkillSoft Optionholders and the
holders of purchase rights under the SkillSoft Employee Share Purchase Plan to be made
pursuant to Rule 15 of the Takeover Rules;




“Options Schedule”, the list of SkillSoft Options as at the date of this Agreement as
provided by SkillSoft and set out in Schedule 2 hereto;




“Panel”, the Irish Takeover Panel;




“Parties”, SkillSoft and SSI and “Party” shall mean either of them (as the context
requires);




“Proceedings”, the meaning given to that term in Clause 10.7.2;




“Record Date”, the date which falls two days before the date of the Court Meeting;




“Registrar of Companies”, the Registrar of Companies in Dublin;




“Relevant Authority”, any Irish or United States federal commission, board, body, bureau,
or other regulatory authority or agency, including courts and other judicial bodies, or
any Irish or United States competition, anti-trust or supervisory body or other
governmental, regulatory agency or body or securities exchange including and
instrumentality or entity designed to act for or on behalf of any of the foregoing;




“Relevant Entity”, a body corporate in respect of which either (x) SSI or (y) any member
of the Investor Group (a) has a majority of the shareholders’ or members’ voting rights;
or (b) is a shareholder or member and at the same time has the right to appoint or remove
a majority of the members of its board of directors; or (c) is a shareholder or member and
alone controls a majority of the shareholders’ or members’ voting rights pursuant to an
agreement entered into with other shareholders or members;




“Relevant Person”, the meaning given to that term in Clause 5.2.2;




“Representatives”, the directors, officers, employees, agents, investment bankers,
financial advisors, legal advisors, accountants, brokers, finders, consultants or
representatives of SkillSoft, SSI, or of any of their respective Subsidiaries, as the case
may be;



37









 







“Resolutions”, the resolutions to be proposed at the EGM and Court Meeting to effect the
Scheme, which will be set out in the Scheme Document, other than any adjournment
resolution included in the Scheme Document;




“RIS”, a Regulatory Information Service as defined in the Takeover Rules;




“Rule 2.5 Announcement”, the announcement in the Agreed Form to be made by the Parties
pursuant to Rule 2.5 of the Takeover Rules;




“Scheme” or “Scheme of Arrangement”, the proposed scheme of arrangement under Section 201
of the Act and the capital reduction under Sections 72 and 74 of the Act to effect the
Acquisition, in such terms as SkillSoft may determine in accordance with the provisions of
Clause 3.1, including any revision thereof;




“Scheme Consideration”, the consideration payable to SkillSoft Shareholders under the
Scheme;




“Scheme Document”, a document to be distributed to SkillSoft Shareholders and, for
information only, to SkillSoft Optionholders and the holders of purchase rights under the
SkillSoft Employee Share Purchase Plan containing (i) the Scheme, (ii) the notice or
notices of the Court Meeting and EGM, (iii) an explanatory statement as required by
Section 202 of the Act with respect to the Scheme, (iv) such other information as may be
required or necessary pursuant to the Act, the Takeover Rules, the Exchange Act or the
Listing Rules, and (v) such other information as SkillSoft and SSI shall agree;




“Scheme Recommendation”, the unanimous recommendation of the Board that SkillSoft
Shareholders vote in favour of the Resolutions;




“SEC”, the United States Securities and Exchange Commission;




“Securities Act”, the United States Securities Act of 1933, as amended;




“SkillSoft Employee Share Purchase Plan”, the 2004 SkillSoft Employee Share Purchase Plan;




“SkillSoft Employees”, the meaning given to that term in Clause 7.2.1;




“SkillSoft Group”, SkillSoft, any Subsidiary of SkillSoft, any Holding Company of
SkillSoft and any Subsidiary of any such Holding Company;




“SkillSoft Optionholders”, the holders of SkillSoft Options;




“SkillSoft Options”, the outstanding options to subscribe for SkillSoft Shares pursuant to
the SkillSoft Share Option Plans which, as at the date of this Agreement, are as set out
in the Options Schedule;




“SkillSoft Shareholders”, the holders of SkillSoft Shares;




“SkillSoft Share Option Plans”, the Booksx24X7.com 1994 Stock Option Plan, the 1994 Share
Option Plan, the 1996 Supplemental Stock Plan, the SkillSoft Corporation 1998 Stock
Incentive Plan, the SkillSoft Corporation 2001 Stock



38









 







Incentive Plan, the SkillSoft plc 2002 Share Option Plan and the SkillSoft Public Limited
Company 2001 Outside Director Plan;




“SkillSoft Shares”, the Ordinary Shares of €0.11 each in the capital of SkillSoft;




“Subsidiary”, the meaning given to that term by Section 155, Companies Act 1963;




“subsidiary undertaking”, the meaning given to that term in the European Communities
(Companies: Group Accounts) Regulations 1992;




“Takeover Rules”, the Irish Takeover Panel Act 1997, Takeover Rules 2007, as amended;




“Third Party Transaction Proposal”, any proposal or offer for the acquisition of control
(as defined in the Takeover Rules) of SkillSoft, or any other transaction that involves a
change of control of SkillSoft through the acquisition of more than 50% of the voting and
other equity securities of SkillSoft Shares (whether by acquiring any interest in
SkillSoft Shares, SkillSoft ADRs or SkillSoft ADSs), or a disposal or acquisition of more
than 50% of the assets of SkillSoft (taken as a whole) or a share exchange of SkillSoft
Shares for shares in another company or body corporate;




“Timetable”, shall have the meaning given to that term in Clause 2.2.1;




“United States” or “US”, the United States of America, its territories and possessions,
any state of the United States of America and the District of Columbia and any other
territory subject to its jurisdiction; and




“US$”, the lawful currency from time to time of the United States.




	11.2	 	Construction






	 	11.2.1	 	In this Agreement words such as “hereunder”, “hereto”, “hereof” and “herein” and
other words commencing with “here” shall, unless the context clearly indicates to the
contrary, refer to the whole of this Agreement and not to any particular section or
clause thereof.
	 
	 	11.2.2	 	Save as otherwise provided herein, any reference herein to a section, clause,
schedule or paragraph shall be a reference to a section, sub-section, clause,
sub-clause, paragraph or sub-paragraph (as the case may be) of this Agreement.
	 
	 	11.2.3	 	Any reference to any provision of any legislation shall include any modification
re-enactment or extension thereof (provided that, as between the parties, no such
modification or extension made after the date of this Agreement shall apply for the
purpose of this Agreement to the extent that it would impose any new or extended
obligation, liability or restriction on, or otherwise adversely affect the rights of
any party) and shall also include any subordinate legislation made from time to time
under such provision. Any reference to any provision of any legislation, unless the
context clearly indicates to the contrary, shall be a reference to legislation of
Ireland.




39









 












	 	11.2.4	 	In this Agreement, the masculine gender shall include the feminine and neuter and
the singular number shall include the plural and vice versa. References to persons
shall include natural persons, firms, bodies corporate, unincorporated associations
and partnerships, organisations, governments, states, foundations and trusts (in each
case whether or not having separate legal personality).
	 
	 	11.2.5	 	In this Agreement reference to the word “person” is deemed to include references to
natural persons, firms, partnerships, companies, corporations, associations, bodies
corporate, trusts and investment funds (in each case whether or not having a separate
legal personality).
	 
	 	11.2.6	 	Any reference to an Irish legal term for any action, remedy, method of judicial
proceeding, legal document, legal status, court, official or any legal concept or
thing shall, in respect of any jurisdiction other than Ireland, be deemed to include
a reference to what most nearly approximates in that jurisdiction to the Irish legal
term.
	 
	 	11.2.7	 	Any phrase introduced by the terms “including”, “include”, “in particular” or any
similar expression shall be construed as illustrative and shall not limit the sense
of the words preceding those terms.
	 
	 	11.2.8	 	Any undertaking by any party not to do any act or thing shall be deemed to include
an undertaking not to permit or suffer the doing of that act or thing.






	11.3	 	Captions





The headings or captions to the clauses in this Agreement are inserted for convenience of
reference only and shall not be considered a part of or affect the interpretation or
construction thereof.




	11.4	 	Time





References
to times are to Irish times unless otherwise specified.


IN WITNESS whereof the parties have entered into this Agreement on the date specified above.







40









 








SCHEDULE 1




Indicative Timetable



	 	 	 
	Item	 	Date (all 2010)
	Rule 2.5 Announcement issued

	 	Friday 12 February
	Go-Shop Period commences

	 	Friday 12 February
	William Fry circulates first draft of Scheme Document

	 	Monday 15 February
	WilmerHale files draft Scheme Document with SEC

	 	Friday 19 February
	William Fry file Scheme Document with the Irish
Takeover Panel for review and approval

	 	Friday 19 February
	Submit HSR Filing

	 	Friday 26 February
	SEC Comment Period expires

	 	Sunday 28 February
	Latest date by which Panel approves the Scheme Document

	 	Thursday 4 March
	Company files 201(2) application to convene
shareholders’ meeting with Panel-approved draft
Scheme Document tendered in Court

	 	Friday 5 March
	Latest date for submission of anti-trust filings in
Germany, Brazil and Austria

	 	Friday 5 March
	Go-Shop Period expires

	 	Saturday 6 March
	High Court hearing to convene shareholders’ meeting

	 	Monday 8 March
	Latest date by which Scheme Document mailed to
SkillSoft shareholders, convening Court Meeting and
Extraordinary General Meeting

	 	Friday 12 March
	Newspaper Advertisements published

	 	Friday 12 March
	Court Meeting and Extraordinary General Meeting held

	 	Tuesday 6 April
	Petition presented for s 201(4) application to
approve scheme as approved by shareholders

	 	Friday 9 April
	Advertising Motions Hearing with the High Court
(directions as to advertising petition hearing)

	 	Monday 12 April
	Newspaper Advertisements published

	 	Friday 16 April






41









 






	 	 	 
	Item	 	Date (all 2010)
	Petition Hearing with the High Court to sanction the
Scheme

	 	Tuesday 4 May
	High Court order sanctioning the Scheme available

	 	Tuesday 11 May
	Order and Minute of Reduction of Share Capital filed

	 	Tuesday 18 May
	Payment

	 	Tuesday 1 June






42









 






SCHEDULE 2




Options Schedule



	 	 	 	 	 	 	 	 	 
	 	 	Grant	 	Expiration	 	Exercise	 	Shares
	Number	 	Date	 	Date	 	Price	 	Outstanding
	0008349
	 	28-Nov-08
	 	1-Apr-11
	 	$0.14
	 	15,000
	0008364
	 	28-Nov-08
	 	1-Apr-11
	 	$0.14
	 	10,000
	0008363
	 	28-Nov-08
	 	1-Apr-11
	 	$0.14
	 	10,000
	0008370
	 	28-Nov-08
	 	1-Apr-11
	 	$0.14
	 	10,000
	0008368
	 	28-Nov-08
	 	1-Apr-11
	 	$0.14
	 	10,000
	0008360
	 	28-Nov-08
	 	1-Apr-11
	 	$0.14
	 	10,000
	0008359
	 	28-Nov-08
	 	1-Apr-11
	 	$0.14
	 	10,000
	0008369
	 	28-Nov-08
	 	1-Apr-11
	 	$0.14
	 	10,000
	0008347
	 	28-Nov-08
	 	1-Apr-11
	 	$0.14
	 	15,000
	0008350
	 	28-Nov-08
	 	1-Apr-11
	 	$0.14
	 	10,000
	0008353
	 	28-Nov-08
	 	1-Apr-11
	 	$0.14
	 	10,000
	0008352
	 	28-Nov-08
	 	1-Apr-11
	 	$0.14
	 	10,000
	0008356
	 	28-Nov-08
	 	1-Apr-11
	 	$0.14
	 	10,000
	0008355
	 	28-Nov-08
	 	1-Apr-11
	 	$0.14
	 	10,000
	0008354
	 	28-Nov-08
	 	1-Apr-11
	 	$0.14
	 	10,000
	0008371
	 	28-Nov-08
	 	1-Apr-11
	 	$0.14
	 	10,000
	0008357
	 	28-Nov-08
	 	1-Apr-11
	 	$0.14
	 	10,000
	0008365
	 	28-Nov-08
	 	1-Apr-11
	 	$0.14
	 	10,000
	0008358
	 	28-Nov-08
	 	1-Apr-11
	 	$0.14
	 	10,000
	0008367
	 	28-Nov-08
	 	1-Apr-11
	 	$0.14
	 	10,000
	0008361
	 	28-Nov-08
	 	1-Apr-11
	 	$0.14
	 	10,000
	0008348
	 	28-Nov-08
	 	1-Apr-11
	 	$0.14
	 	15,000
	0008378
	 	31-Mar-09
	 	1-Apr-11
	 	$0.15
	 	10,000
	SK000781
	 	16-Jul-01
	 	16-Jul-11
	 	$0.25
	 	475
	SK000818
	 	16-Jul-01
	 	16-Jul-11
	 	$0.25
	 	1,473
	SK000814
	 	16-Jul-01
	 	16-Jul-11
	 	$0.25
	 	890
	SK000785
	 	16-Jul-01
	 	16-Jul-11
	 	$0.25
	 	2,852
	SK000784
	 	16-Jul-01
	 	16-Jul-11
	 	$0.25
	 	1,200
	SK000811
	 	16-Jul-01
	 	16-Jul-11
	 	$0.25
	 	119
	SK000788
	 	16-Jul-01
	 	16-Jul-11
	 	$0.25
	 	231
	SK000792
	 	16-Jul-01
	 	16-Jul-11
	 	$0.25
	 	22
	SK000797
	 	16-Jul-01
	 	16-Jul-11
	 	$0.25
	 	539
	SK000800
	 	16-Jul-01
	 	16-Jul-11
	 	$0.25
	 	12
	SK000860
	 	16-Jul-01
	 	16-Jul-11
	 	$0.25
	 	1,401
	SK000807
	 	16-Jul-01
	 	16-Jul-11
	 	$0.25
	 	41
	SK000833
	 	16-Jul-01
	 	16-Jul-11
	 	$0.25
	 	18
	SK000817
	 	24-Oct-01
	 	24-Oct-11
	 	$1.27
	 	1,604
	SK000819
	 	14-Nov-01
	 	14-Nov-11
	 	$2.55
	 	471
	0007675
	 	4-Mar-03
	 	4-Mar-13
	 	$2.68
	 	7,000
	0007681
	 	4-Mar-03
	 	4-Mar-13
	 	$2.68
	 	4,000
	0007658
	 	4-Mar-03
	 	4-Mar-13
	 	$2.68
	 	28,932
	0007661
	 	4-Mar-03
	 	4-Mar-13
	 	$2.68
	 	5,000
	0007660
	 	4-Mar-03
	 	4-Mar-13
	 	$2.68
	 	2,000
	0007696
	 	7-Mar-03
	 	7-Mar-13
	 	$2.80
	 	3,750
	0007692
	 	7-Mar-03
	 	7-Mar-13
	 	$2.80
	 	3,000
	0007704
	 	14-Apr-03
	 	14-Apr-13
	 	$2.84
	 	10,000
	0007638
	 	12-Dec-02
	 	12-Dec-12
	 	$2.96
	 	5,918






43









 






	 	 	 	 	 	 	 	 	 
	 	 	Grant	 	Expiration	 	Exercise	 	Shares
	Number	 	Date	 	Date	 	Price	 	Outstanding
	0007640
	 	12-Dec-02
	 	12-Dec-12
	 	$2.96
	 	3,500
	0007636
	 	12-Dec-02
	 	12-Dec-12
	 	$2.96
	 	452
	0007626
	 	12-Dec-02
	 	12-Dec-12
	 	$2.96
	 	800
	0007631
	 	12-Dec-02
	 	12-Dec-12
	 	$2.96
	 	4,142
	0007633
	 	12-Dec-02
	 	12-Dec-12
	 	$2.96
	 	6,667
	0008223
	 	4-Apr-05
	 	4-Apr-15
	 	$3.04
	 	1,000
	0008208
	 	4-Apr-05
	 	4-Apr-15
	 	$3.04
	 	15,000
	0008213
	 	4-Apr-05
	 	4-Apr-15
	 	$3.04
	 	1,000
	0008215
	 	4-Apr-05
	 	4-Apr-15
	 	$3.04
	 	2,000
	0008211
	 	4-Apr-05
	 	4-Apr-15
	 	$3.04
	 	3,000
	0007532
	 	12-Jul-02
	 	10-Jul-12
	 	$3.30
	 	3,500
	0007555
	 	12-Jul-02
	 	10-Jul-12
	 	$3.30
	 	3,500
	0007529
	 	12-Jul-02
	 	10-Jul-12
	 	$3.30
	 	2,917
	0007584
	 	15-Aug-02
	 	15-Aug-12
	 	$3.37
	 	52,500
	0008250
	 	2-Jun-05
	 	2-Jun-15
	 	$3.51
	 	2,000
	0008245
	 	2-Jun-05
	 	2-Jun-15
	 	$3.51
	 	1,500
	SK001074
	 	1-Aug-02
	 	1-Aug-12
	 	$3.63
	 	2,700
	0007796
	 	27-May-03
	 	27-May-13
	 	$3.66
	 	16,000
	0007759
	 	27-May-03
	 	27-May-13
	 	$3.66
	 	72,635
	0007760
	 	27-May-03
	 	27-May-13
	 	$3.66
	 	2,365
	0007766
	 	27-May-03
	 	27-May-13
	 	$3.66
	 	20,000
	0007794
	 	27-May-03
	 	27-May-13
	 	$3.66
	 	14,920
	0008267
	 	27-May-03
	 	27-May-13
	 	$3.66
	 	2,802
	0007795
	 	27-May-03
	 	27-May-13
	 	$3.66
	 	32,278
	0007787
	 	27-May-03
	 	27-May-10
	 	$3.66
	 	10,000
	0007773
	 	27-May-03
	 	27-May-13
	 	$3.66
	 	27,175
	0007772
	 	27-May-03
	 	27-May-13
	 	$3.66
	 	14,825
	0007785
	 	27-May-03
	 	27-May-10
	 	$3.66
	 	5,000
	0007808
	 	27-May-03
	 	27-May-13
	 	$3.66
	 	40,000
	0007809
	 	27-May-03
	 	27-May-13
	 	$3.66
	 	10,000
	0007775
	 	27-May-03
	 	27-May-13
	 	$3.66
	 	3,683
	0007813
	 	27-May-03
	 	27-May-13
	 	$3.66
	 	61,747
	0007783
	 	27-May-03
	 	27-May-10
	 	$3.66
	 	35,000
	0007799
	 	27-May-03
	 	27-May-13
	 	$3.66
	 	40,000
	0007768
	 	27-May-03
	 	27-May-13
	 	$3.66
	 	279
	0007767
	 	27-May-03
	 	27-May-13
	 	$3.66
	 	3,000
	0007744
	 	27-May-03
	 	27-May-13
	 	$3.66
	 	2,500
	0007788
	 	27-May-03
	 	27-May-10
	 	$3.66
	 	10,000
	0007776
	 	27-May-03
	 	27-May-13
	 	$3.66
	 	10,000
	0007729
	 	1-May-03
	 	1-May-13
	 	$3.72
	 	800
	0007725
	 	1-May-03
	 	1-May-13
	 	$3.72
	 	1,500
	0008228
	 	11-May-05
	 	11-May-15
	 	$3.83
	 	2,000
	0008232
	 	11-May-05
	 	11-May-15
	 	$3.83
	 	3,500
	SK000949
	 	13-Jun-02
	 	13-Jun-12
	 	$3.92
	 	5,326
	0008203
	 	3-Mar-05
	 	3-Mar-15
	 	$3.99
	 	750
	0008200
	 	3-Mar-05
	 	3-Mar-15
	 	$3.99
	 	3,500
	SK000993
	 	16-Aug-02
	 	16-Aug-12
	 	$4.06
	 	7,151
	SK001055
	 	16-Aug-02
	 	16-Aug-12
	 	$4.06
	 	27,161
	SK000977
	 	16-Aug-02
	 	16-Aug-12
	 	$4.06
	 	98,640
	SK000996
	 	16-Aug-02
	 	16-Aug-12
	 	$4.06
	 	5,721
	SK000997
	 	16-Aug-02
	 	16-Aug-12
	 	$4.06
	 	2,367
	SK000974
	 	16-Aug-02
	 	16-Aug-12
	 	$4.06
	 	14,303






44









 






	 	 	 	 	 	 	 	 	 
	 	 	Grant	 	Expiration	 	Exercise	 	Shares
	Number	 	Date	 	Date	 	Price	 	Outstanding
	SK000979
	 	16-Aug-02
	 	16-Aug-12
	 	$4.06
	 	5,918
	SK000981
	 	16-Aug-02
	 	16-Aug-12
	 	$4.06
	 	11,837
	SK000966
	 	16-Aug-02
	 	16-Aug-12
	 	$4.06
	 	631,959
	SK001033
	 	16-Aug-02
	 	16-Aug-12
	 	$4.06
	 	12,536
	SK000960
	 	16-Aug-02
	 	16-Aug-12
	 	$4.06
	 	244,438
	SK001017
	 	16-Aug-02
	 	16-Aug-12
	 	$4.06
	 	8,416
	SK001016
	 	16-Aug-02
	 	16-Aug-12
	 	$4.06
	 	3,522
	SK001021
	 	16-Aug-02
	 	16-Aug-12
	 	$4.06
	 	3,243
	SK001020
	 	16-Aug-02
	 	16-Aug-12
	 	$4.06
	 	8,828
	SK001057
	 	16-Aug-02
	 	16-Aug-12
	 	$4.06
	 	3,551
	SK001026
	 	16-Aug-02
	 	16-Aug-12
	 	$4.06
	 	4,734
	SK000964
	 	16-Aug-02
	 	16-Aug-12
	 	$4.06
	 	571,377
	SK000963
	 	16-Aug-02
	 	16-Aug-12
	 	$4.06
	 	24,609
	SK000990
	 	16-Aug-02
	 	16-Aug-12
	 	$4.06
	 	11,837
	SK001056
	 	16-Aug-02
	 	16-Aug-12
	 	$4.06
	 	32,023
	SK000356
	 	5-Jun-00
	 	5-Jun-10
	 	$4.07
	 	5,445
	SK000367
	 	20-Jun-00
	 	20-Jun-10
	 	$4.12
	 	740
	SK000338
	 	20-Jun-00
	 	20-Jun-10
	 	$4.12
	 	7,102
	0007521
	 	8-Jul-02
	 	8-Jul-12
	 	$4.12
	 	750
	SK000329
	 	20-Jun-00
	 	20-Jun-10
	 	$4.12
	 	11,837
	SK000343
	 	20-Jun-00
	 	20-Jun-10
	 	$4.12
	 	9,469
	SK000335
	 	20-Jun-00
	 	20-Jun-10
	 	$4.12
	 	11,387
	SK000339
	 	20-Jun-00
	 	20-Jun-10
	 	$4.12
	 	4,663
	0007587
	 	6-Sep-02
	 	6-Sep-12
	 	$4.25
	 	25,000
	0007590
	 	5-Nov-02
	 	5-Nov-12
	 	$4.65
	 	2,000
	SK000303
	 	17-Apr-00
	 	17-Apr-10
	 	$4.96
	 	1,776
	0008377
	 	11-Mar-09
	 	11-Mar-19
	 	$4.97
	 	50,000
	0007740
	 	6-Jun-03
	 	6-Jun-13
	 	$5.00
	 	1,500
	0007738
	 	6-Jun-03
	 	6-Jun-13
	 	$5.00
	 	1,000
	0007731
	 	6-Jun-03
	 	6-Jun-13
	 	$5.00
	 	500
	0007733
	 	6-Jun-03
	 	6-Jun-13
	 	$5.00
	 	25,000
	0008185
	 	4-Feb-05
	 	4-Feb-15
	 	$5.03
	 	4,500
	0008190
	 	4-Feb-05
	 	4-Feb-15
	 	$5.03
	 	2,000
	0008184
	 	4-Feb-05
	 	4-Feb-15
	 	$5.03
	 	1,800
	SK000354
	 	26-Jun-00
	 	26-Jun-10
	 	$5.12
	 	296
	0008178
	 	7-Jan-05
	 	7-Jan-15
	 	$5.32
	 	1,250
	0008171
	 	7-Jan-05
	 	7-Jan-15
	 	$5.32
	 	2,500
	0008177
	 	7-Jan-05
	 	7-Jan-15
	 	$5.32
	 	2,000
	0008127
	 	9-Sep-04
	 	9-Sep-14
	 	$5.46
	 	250
	0008126
	 	9-Sep-04
	 	9-Sep-14
	 	$5.46
	 	2,000
	0008265
	 	1-Jan-06
	 	1-Jan-16
	 	$5.50
	 	10,000
	0008264
	 	1-Jan-06
	 	1-Jan-16
	 	$5.50
	 	10,000
	0008263
	 	1-Jan-06
	 	1-Jan-16
	 	$5.50
	 	10,000
	0006765
	 	8-May-02
	 	8-May-12
	 	$5.55
	 	750
	0006790
	 	8-May-02
	 	8-May-12
	 	$5.55
	 	750
	0006810
	 	8-May-02
	 	8-May-12
	 	$5.55
	 	1,500
	0007001
	 	8-May-02
	 	8-May-12
	 	$5.55
	 	750
	0007026
	 	8-May-02
	 	8-May-12
	 	$5.55
	 	500
	0007034
	 	8-May-02
	 	8-May-12
	 	$5.55
	 	1,000
	0006981
	 	8-May-02
	 	8-May-12
	 	$5.55
	 	750
	0007483
	 	8-May-02
	 	8-May-12
	 	$5.55
	 	6,563
	0006946
	 	8-May-02
	 	8-May-12
	 	$5.55
	 	1,500






45









 






	 	 	 	 	 	 	 	 	 
	 	 	Grant	 	Expiration	 	Exercise	 	Shares
	Number	 	Date	 	Date	 	Price	 	Outstanding
	0006967
	 	8-May-02
	 	8-May-12
	 	$5.55
	 	400
	0006961
	 	8-May-02
	 	8-May-12
	 	$5.55
	 	750
	0007485
	 	8-May-02
	 	8-May-12
	 	$5.55
	 	17,000
	0006925
	 	8-May-02
	 	8-May-12
	 	$5.55
	 	1,500
	0006953
	 	8-May-02
	 	8-May-12
	 	$5.55
	 	1,500
	0007487
	 	8-May-02
	 	8-May-12
	 	$5.55
	 	35,000
	0007170
	 	8-May-02
	 	8-May-12
	 	$5.55
	 	2,000
	0007168
	 	8-May-02
	 	8-May-12
	 	$5.55
	 	575
	0007177
	 	8-May-02
	 	8-May-12
	 	$5.55
	 	505
	0007146
	 	8-May-02
	 	8-May-12
	 	$5.55
	 	7,104
	0007082
	 	8-May-02
	 	8-May-12
	 	$5.55
	 	7,500
	0007097
	 	8-May-02
	 	8-May-12
	 	$5.55
	 	2,000
	0007093
	 	8-May-02
	 	8-May-12
	 	$5.55
	 	500
	0007120
	 	8-May-02
	 	8-May-12
	 	$5.55
	 	1,500
	0007132
	 	8-May-02
	 	8-May-12
	 	$5.55
	 	750
	0007052
	 	8-May-02
	 	8-May-12
	 	$5.55
	 	1,000
	0007049
	 	8-May-02
	 	8-May-12
	 	$5.55
	 	4,000
	0007064
	 	8-May-02
	 	8-May-12
	 	$5.55
	 	500
	0007078
	 	8-May-02
	 	8-May-12
	 	$5.55
	 	1,250
	0007007
	 	8-May-02
	 	8-May-12
	 	$5.55
	 	750
	0007006
	 	8-May-02
	 	8-May-12
	 	$5.55
	 	600
	0006958
	 	8-May-02
	 	8-May-12
	 	$5.55
	 	750
	0006998
	 	8-May-02
	 	8-May-12
	 	$5.55
	 	500
	0007231
	 	8-May-02
	 	8-May-12
	 	$5.55
	 	1,750
	0007408
	 	8-May-02
	 	8-May-12
	 	$5.55
	 	1,000
	0007281
	 	8-May-02
	 	8-May-12
	 	$5.55
	 	4,000
	0007201
	 	8-May-02
	 	8-May-12
	 	$5.55
	 	1,500
	0007219
	 	8-May-02
	 	8-May-12
	 	$5.55
	 	1,500
	0007180
	 	8-May-02
	 	8-May-12
	 	$5.55
	 	2,166
	0007411
	 	8-May-02
	 	8-May-12
	 	$5.55
	 	200
	0007413
	 	8-May-02
	 	8-May-12
	 	$5.55
	 	2,000
	0007153
	 	8-May-02
	 	8-May-12
	 	$5.55
	 	1,000
	0007322
	 	8-May-02
	 	8-May-12
	 	$5.55
	 	2,155
	0007312
	 	8-May-02
	 	8-May-12
	 	$5.55
	 	750
	0007358
	 	8-May-02
	 	8-May-12
	 	$5.55
	 	1,000
	0007372
	 	8-May-02
	 	8-May-12
	 	$5.55
	 	500
	0007378
	 	8-May-02
	 	8-May-12
	 	$5.55
	 	219
	0007376
	 	8-May-02
	 	8-May-12
	 	$5.55
	 	230
	0007374
	 	8-May-02
	 	8-May-12
	 	$5.55
	 	2,000
	0007232
	 	8-May-02
	 	8-May-12
	 	$5.55
	 	3,500
	0007473
	 	8-May-02
	 	8-May-12
	 	$5.55
	 	18,000
	0006840
	 	8-May-02
	 	8-May-12
	 	$5.55
	 	750
	0006770
	 	8-May-02
	 	8-May-12
	 	$5.55
	 	2,000
	0006783
	 	8-May-02
	 	8-May-12
	 	$5.55
	 	200
	0006755
	 	8-May-02
	 	8-May-12
	 	$5.55
	 	1,250
	0006740
	 	8-May-02
	 	8-May-12
	 	$5.55
	 	1,500
	0006749
	 	8-May-02
	 	8-May-12
	 	$5.55
	 	300
	0008196
	 	1-Jan-05
	 	1-Jan-15
	 	$5.65
	 	10,000
	0008192
	 	1-Jan-05
	 	1-Jan-15
	 	$5.65
	 	10,000
	0008195
	 	1-Jan-05
	 	1-Jan-15
	 	$5.65
	 	10,000
	SK000368
	 	3-Jul-00
	 	3-Jul-10
	 	$5.81
	 	3,020
	SK000317
	 	8-May-00
	 	8-May-10
	 	$5.81
	 	5,918






46









 






	 	 	 	 	 	 	 	 	 
	 	 	Grant	 	Expiration	 	Exercise	 	Shares
	Number	 	Date	 	Date	 	Price	 	Outstanding
	SK000347
	 	3-Jul-00
	 	3-Jul-10
	 	$5.81
	 	494
	0008119
	 	5-Aug-04
	 	5-Aug-14
	 	$5.90
	 	1,500
	0008116
	 	5-Aug-04
	 	5-Aug-14
	 	$5.90
	 	2,000
	SK000472
	 	19-Feb-01
	 	19-Feb-11
	 	$5.91
	 	16,174
	0008165
	 	3-Dec-04
	 	3-Dec-11
	 	$5.98
	 	10,000
	0008169
	 	3-Dec-04
	 	3-Dec-11
	 	$5.98
	 	10,000
	0008168
	 	3-Dec-04
	 	3-Dec-11
	 	$5.98
	 	10,000
	0008158
	 	3-Dec-04
	 	3-Dec-14
	 	$5.98
	 	2,400
	0008279
	 	12-Jun-06
	 	12-Jun-13
	 	$5.99
	 	20,000
	0008273
	 	12-Jun-06
	 	12-Jun-13
	 	$5.99
	 	200,000
	0008288
	 	12-Jun-06
	 	12-Jun-13
	 	$5.99
	 	45,000
	0008275
	 	12-Jun-06
	 	12-Jun-13
	 	$5.99
	 	17,500
	0008299
	 	12-Jun-06
	 	12-Jun-13
	 	$5.99
	 	1,875
	0008286
	 	12-Jun-06
	 	12-Jun-13
	 	$5.99
	 	1,459
	0008302
	 	12-Jun-06
	 	12-Jun-13
	 	$5.99
	 	20,000
	0008280
	 	12-Jun-06
	 	12-Jun-13
	 	$5.99
	 	20,000
	0008277
	 	12-Jun-06
	 	12-Jun-13
	 	$5.99
	 	17,200
	0008297
	 	12-Jun-06
	 	12-Jun-13
	 	$5.99
	 	1,250
	0008296
	 	12-Jun-06
	 	12-Jun-13
	 	$5.99
	 	1,042
	0008300
	 	12-Jun-06
	 	12-Jun-13
	 	$5.99
	 	45,000
	0008283
	 	12-Jun-06
	 	12-Jun-13
	 	$5.99
	 	20,000
	0008271
	 	12-Jun-06
	 	12-Jun-13
	 	$5.99
	 	35,000
	0008287
	 	12-Jun-06
	 	12-Jun-13
	 	$5.99
	 	45,000
	0008274
	 	12-Jun-06
	 	12-Jun-13
	 	$5.99
	 	60,000
	0008298
	 	12-Jun-06
	 	12-Jun-13
	 	$5.99
	 	1,250
	0008284
	 	12-Jun-06
	 	12-Jun-13
	 	$5.99
	 	20,000
	0008278
	 	12-Jun-06
	 	12-Jun-13
	 	$5.99
	 	30,000
	0008290
	 	12-Jun-06
	 	12-Jun-13
	 	$5.99
	 	1,250
	0008303
	 	12-Jun-06
	 	12-Jun-13
	 	$5.99
	 	15,000
	0008301
	 	12-Jun-06
	 	12-Jun-13
	 	$5.99
	 	14,000
	0008294
	 	12-Jun-06
	 	12-Jun-13
	 	$5.99
	 	1,250
	0008285
	 	12-Jun-06
	 	12-Jun-13
	 	$5.99
	 	10,000
	0008276
	 	12-Jun-06
	 	12-Jun-13
	 	$5.99
	 	9,375
	0008281
	 	12-Jun-06
	 	12-Jun-13
	 	$5.99
	 	3,334
	0008282
	 	12-Jun-06
	 	12-Jun-13
	 	$5.99
	 	3,334
	0007828
	 	5-Aug-03
	 	5-Aug-13
	 	$6.09
	 	4,000
	SK000269
	 	14-Apr-00
	 	14-Apr-10
	 	$6.12
	 	346
	SK000274
	 	14-Apr-00
	 	14-Apr-10
	 	$6.12
	 	4,734
	SK000271
	 	14-Apr-00
	 	14-Apr-10
	 	$6.12
	 	16,571
	SK000260
	 	14-Apr-00
	 	14-Apr-10
	 	$6.12
	 	4,734
	SK000282
	 	14-Apr-00
	 	14-Apr-10
	 	$6.12
	 	6,212
	SK000281
	 	14-Apr-00
	 	14-Apr-10
	 	$6.12
	 	148
	SK000259
	 	14-Apr-00
	 	14-Apr-10
	 	$6.12
	 	2,367
	SK000283
	 	14-Apr-00
	 	14-Apr-10
	 	$6.12
	 	198
	SK000284
	 	14-Apr-00
	 	14-Apr-10
	 	$6.12
	 	346
	SK000286
	 	14-Apr-00
	 	14-Apr-10
	 	$6.12
	 	7,102
	SK000406
	 	18-Aug-00
	 	18-Aug-10
	 	$6.18
	 	1,053
	0008333
	 	1-Jan-07
	 	1-Jan-17
	 	$6.21
	 	10,000
	0008331
	 	1-Jan-07
	 	1-Jan-17
	 	$6.21
	 	10,000
	0008329
	 	1-Jan-07
	 	1-Jan-17
	 	$6.21
	 	10,000
	0008332
	 	1-Jan-07
	 	1-Jan-17
	 	$6.21
	 	10,000
	SK000682
	 	27-Sep-01
	 	27-Sep-11
	 	$6.36
	 	2,811






47









 






	 	 	 	 	 	 	 	 	 
	 	 	Grant	 	Expiration	 	Exercise	 	Shares
	Number	 	Date	 	Date	 	Price	 	Outstanding
	SK000689
	 	27-Sep-01
	 	27-Sep-11
	 	$6.36
	 	7,102
	SK000688
	 	27-Sep-01
	 	27-Sep-11
	 	$6.36
	 	757
	SK000664
	 	27-Sep-01
	 	27-Sep-11
	 	$6.36
	 	54,248
	SK000663
	 	27-Sep-01
	 	27-Sep-11
	 	$6.36
	 	4,936
	SK000670
	 	27-Sep-01
	 	27-Sep-11
	 	$6.36
	 	4,439
	SK000700
	 	27-Sep-01
	 	27-Sep-11
	 	$6.36
	 	159,027
	SK000699
	 	27-Sep-01
	 	27-Sep-11
	 	$6.36
	 	47,712
	SK000674
	 	27-Sep-01
	 	27-Sep-11
	 	$6.36
	 	605
	SK000673
	 	27-Sep-01
	 	27-Sep-11
	 	$6.36
	 	14,656
	SK000698
	 	27-Sep-01
	 	27-Sep-11
	 	$6.36
	 	631,574
	SK000697
	 	27-Sep-01
	 	27-Sep-11
	 	$6.36
	 	78,645
	SK000702
	 	27-Sep-01
	 	27-Sep-11
	 	$6.36
	 	78,359
	SK000691
	 	27-Sep-01
	 	27-Sep-11
	 	$6.36
	 	4,734
	SK000676
	 	27-Sep-01
	 	27-Sep-11
	 	$6.36
	 	2,952
	SK000675
	 	27-Sep-01
	 	27-Sep-11
	 	$6.36
	 	4,437
	SK000668
	 	27-Sep-01
	 	27-Sep-11
	 	$6.36
	 	56,085
	SK000703
	 	27-Sep-01
	 	27-Sep-11
	 	$6.36
	 	24,904
	SK000692
	 	27-Sep-01
	 	27-Sep-11
	 	$6.36
	 	4,734
	SK000686
	 	27-Sep-01
	 	27-Sep-11
	 	$6.36
	 	4,734
	0008320
	 	29-Sep-06
	 	29-Sep-13
	 	$6.38
	 	1,875
	0008327
	 	5-Dec-06
	 	5-Dec-13
	 	$6.41
	 	400,000
	0008326
	 	5-Dec-06
	 	5-Dec-13
	 	$6.41
	 	800,000
	0008324
	 	5-Dec-06
	 	5-Dec-13
	 	$6.41
	 	2,000,000
	0008328
	 	5-Dec-06
	 	5-Dec-13
	 	$6.41
	 	247,556
	0008325
	 	5-Dec-06
	 	5-Dec-13
	 	$6.41
	 	1,200,000
	0008141
	 	15-Oct-04
	 	15-Oct-14
	 	$6.62
	 	3,000
	0008139
	 	15-Oct-04
	 	15-Oct-14
	 	$6.62
	 	2,000
	0008142
	 	15-Oct-04
	 	15-Oct-14
	 	$6.62
	 	2,000
	SK000951
	 	1-May-02
	 	1-May-12
	 	$7.10
	 	2,367
	SK000903
	 	1-May-02
	 	1-May-12
	 	$7.10
	 	7,102
	0008376
	 	1-Jan-09
	 	1-Jan-19
	 	$7.14
	 	20,000
	0008375
	 	1-Jan-09
	 	1-Jan-19
	 	$7.14
	 	20,000
	0008372
	 	1-Jan-09
	 	1-Jan-19
	 	$7.14
	 	20,000
	0008374
	 	1-Jan-09
	 	1-Jan-19
	 	$7.14
	 	20,000
	0007847
	 	6-Oct-03
	 	6-Oct-13
	 	$7.25
	 	2,000
	0007878
	 	20-Nov-03
	 	20-Nov-13
	 	$7.32
	 	2,500
	SK000934
	 	3-Jun-02
	 	3-Jun-12
	 	$7.44
	 	2,367
	SK000940
	 	3-Jun-02
	 	3-Jun-12
	 	$7.44
	 	5,326
	SK000916
	 	29-Apr-02
	 	29-Apr-12
	 	$7.50
	 	3,551
	0008099
	 	7-Jun-04
	 	7-Jun-14
	 	$8.00
	 	2,500
	0008088
	 	7-Jun-04
	 	7-Jun-14
	 	$8.00
	 	2,500
	0008087
	 	7-Jun-04
	 	7-Jun-14
	 	$8.00
	 	4,500
	0007867
	 	5-Nov-03
	 	5-Nov-10
	 	$8.08
	 	2,500
	0007869
	 	5-Nov-03
	 	5-Nov-13
	 	$8.08
	 	400
	0007870
	 	5-Nov-03
	 	5-Nov-13
	 	$8.08
	 	1,500
	0007861
	 	5-Nov-03
	 	5-Nov-10
	 	$8.08
	 	500
	SK000930
	 	28-May-02
	 	28-May-12
	 	$8.19
	 	7,102
	SK000484
	 	26-Mar-01
	 	26-Mar-11
	 	$8.24
	 	5,445
	SK000652
	 	17-Sep-01
	 	17-Sep-11
	 	$8.24
	 	2,367
	0007887
	 	11-Dec-03
	 	11-Dec-10
	 	$8.38
	 	1,500
	0007896
	 	11-Dec-03
	 	11-Dec-13
	 	$8.38
	 	12,500
	SK000909
	 	8-Apr-02
	 	8-Apr-12
	 	$8.38
	 	7,802






48









 






	 	 	 	 	 	 	 	 	 
	 	 	Grant	 	Expiration	 	Exercise	 	Shares
	Number	 	Date	 	Date	 	Price	 	Outstanding
	0007891
	 	11-Dec-03
	 	11-Dec-13
	 	$8.38
	 	1,500
	0007886
	 	11-Dec-03
	 	11-Dec-10
	 	$8.38
	 	1,500
	SK000908
	 	8-Apr-02
	 	8-Apr-12
	 	$8.38
	 	39,545
	0007885
	 	11-Dec-03
	 	11-Dec-10
	 	$8.38
	 	1,500
	0007924
	 	12-Jan-04
	 	12-Jan-14
	 	$8.42
	 	1,800
	0007930
	 	12-Jan-04
	 	12-Jan-14
	 	$8.42
	 	1,000
	0007929
	 	12-Jan-04
	 	12-Jan-14
	 	$8.42
	 	400
	0007927
	 	12-Jan-04
	 	12-Jan-14
	 	$8.42
	 	1,800
	0007925
	 	12-Jan-04
	 	12-Jan-14
	 	$8.42
	 	1,800
	0007928
	 	12-Jan-04
	 	12-Jan-14
	 	$8.42
	 	1,800
	SK001079
	 	22-Oct-01
	 	22-Oct-11
	 	$8.47
	 	14,204
	SK000429
	 	13-Nov-00
	 	13-Nov-10
	 	$8.55
	 	1,036
	SK000430
	 	13-Nov-00
	 	13-Nov-10
	 	$8.55
	 	2,303
	SK000438
	 	6-Nov-00
	 	6-Nov-10
	 	$8.61
	 	14,204
	0007897
	 	1-Jan-04
	 	1-Jan-14
	 	$8.65
	 	10,000
	0007899
	 	1-Jan-04
	 	1-Jan-14
	 	$8.65
	 	10,000
	0007898
	 	1-Jan-04
	 	1-Jan-14
	 	$8.65
	 	10,000
	0007976
	 	20-Feb-04
	 	20-Feb-14
	 	$9.00
	 	20,000
	0007977
	 	20-Feb-04
	 	20-Feb-14
	 	$9.00
	 	4,000
	SK000480
	 	12-Mar-01
	 	12-Mar-11
	 	$9.19
	 	6,311
	0007978
	 	17-Feb-04
	 	17-Feb-14
	 	$9.28
	 	20,000
	0008342
	 	1-Jan-08
	 	1-Jan-18
	 	$9.56
	 	20,000
	0008338
	 	1-Jan-08
	 	1-Jan-18
	 	$9.56
	 	20,000
	0008341
	 	1-Jan-08
	 	1-Jan-18
	 	$9.56
	 	20,000
	0008340
	 	1-Jan-08
	 	1-Jan-18
	 	$9.56
	 	20,000
	0008337
	 	30-Nov-07
	 	30-Nov-14
	 	$9.69
	 	75,000
	SK000899
	 	29-Mar-02
	 	29-Mar-12
	 	$9.74
	 	4,734
	SK000719
	 	19-Nov-01
	 	19-Nov-11
	 	$9.87
	 	14,204
	SK000720
	 	19-Nov-01
	 	19-Nov-11
	 	$9.87
	 	2,367
	SK000891
	 	13-Mar-02
	 	13-Mar-12
	 	$10.18
	 	7,102
	SK000778
	 	18-Dec-01
	 	18-Dec-11
	 	$10.26
	 	2,367
	0008346
	 	1-Oct-08
	 	1-Oct-15
	 	$10.33
	 	10,000
	0008383
	 	1-Jan-10
	 	1-Jan-20
	 	$10.48
	 	20,000
	0008379
	 	1-Jan-10
	 	1-Jan-20
	 	$10.48
	 	20,000
	0008380
	 	1-Jan-10
	 	1-Jan-20
	 	$10.48
	 	20,000
	0008381
	 	1-Jan-10
	 	1-Jan-20
	 	$10.48
	 	20,000
	0008382
	 	1-Jan-10
	 	1-Jan-20
	 	$10.48
	 	20,000
	SK000841
	 	28-Jan-02
	 	28-Jan-12
	 	$10.50
	 	9,469
	0007969
	 	8-Mar-04
	 	8-Mar-14
	 	$10.63
	 	1,000
	0007951
	 	8-Mar-04
	 	8-Mar-14
	 	$10.63
	 	2,000
	0007974
	 	8-Mar-04
	 	8-Mar-14
	 	$10.63
	 	3,000
	0007962
	 	8-Mar-04
	 	8-Mar-14
	 	$10.63
	 	1,800
	SK000779
	 	10-Dec-01
	 	10-Dec-11
	 	$10.67
	 	3,432
	0007947
	 	4-Mar-04
	 	4-Mar-14
	 	$10.75
	 	25,000
	SK000230
	 	6-Mar-00
	 	6-Mar-10
	 	$10.93
	 	8,285
	SK000247
	 	6-Mar-00
	 	6-Mar-10
	 	$10.93
	 	5,445
	0008345
	 	2-Sep-08
	 	2-Sep-15
	 	$10.95
	 	10,000
	SK000724
	 	21-Jan-02
	 	21-Jan-12
	 	$10.96
	 	1,775
	SK000723
	 	21-Jan-02
	 	21-Jan-12
	 	$10.96
	 	2,218
	SK000745
	 	21-Jan-02
	 	21-Jan-12
	 	$10.96
	 	2,367
	SK000751
	 	21-Jan-02
	 	21-Jan-12
	 	$10.96
	 	4,734
	SK000753
	 	21-Jan-02
	 	21-Jan-12
	 	$10.96
	 	1,775






49









 






	 	 	 	 	 	 	 	 	 
	 	 	Grant	 	Expiration	 	Exercise	 	Shares
	Number	 	Date	 	Date	 	Price	 	Outstanding
	SK000754
	 	21-Jan-02
	 	21-Jan-12
	 	$10.96
	 	1,775
	SK000758
	 	21-Jan-02
	 	21-Jan-12
	 	$10.96
	 	7,102
	SK000760
	 	21-Jan-02
	 	21-Jan-12
	 	$10.96
	 	3,551
	SK000766
	 	21-Jan-02
	 	21-Jan-12
	 	$10.96
	 	1,775
	SK000764
	 	21-Jan-02
	 	21-Jan-12
	 	$10.96
	 	9,469
	SK000765
	 	21-Jan-02
	 	21-Jan-12
	 	$10.96
	 	7,338
	SK000729
	 	21-Jan-02
	 	21-Jan-12
	 	$10.96
	 	11,837
	SK000728
	 	21-Jan-02
	 	21-Jan-12
	 	$10.96
	 	7,338
	SK000732
	 	21-Jan-02
	 	21-Jan-12
	 	$10.96
	 	7,338
	SK000757
	 	21-Jan-02
	 	21-Jan-12
	 	$10.96
	 	1,775
	SK000731
	 	21-Jan-02
	 	21-Jan-12
	 	$10.96
	 	1,183
	SK000780
	 	21-Jan-02
	 	21-Jan-12
	 	$10.96
	 	473
	SK000735
	 	21-Jan-02
	 	21-Jan-12
	 	$10.96
	 	1,775
	SK000740
	 	21-Jan-02
	 	21-Jan-12
	 	$10.96
	 	1,775
	SK000744
	 	21-Jan-02
	 	21-Jan-12
	 	$10.96
	 	1,775
	SK000836
	 	21-Jan-02
	 	21-Jan-12
	 	$10.96
	 	7,102
	SK000769
	 	21-Jan-02
	 	21-Jan-12
	 	$10.96
	 	1,775
	SK000767
	 	21-Jan-02
	 	21-Jan-12
	 	$10.96
	 	814
	SK000722
	 	21-Jan-02
	 	21-Jan-12
	 	$10.96
	 	21,455
	SK000843
	 	22-Jan-02
	 	22-Jan-12
	 	$11.01
	 	9,469
	SK000507
	 	23-Apr-01
	 	23-Apr-11
	 	$11.32
	 	8,285
	SK000497
	 	23-Apr-01
	 	23-Apr-11
	 	$11.32
	 	9,469
	SK000297
	 	3-Apr-00
	 	3-Apr-10
	 	$11.41
	 	9,469
	SK000580
	 	30-Apr-01
	 	30-Apr-11
	 	$11.60
	 	8,285
	SK000612
	 	30-Apr-01
	 	30-Apr-11
	 	$11.60
	 	47,348
	SK000570
	 	30-Apr-01
	 	30-Apr-11
	 	$11.60
	 	35
	SK000569
	 	30-Apr-01
	 	30-Apr-11
	 	$11.60
	 	14,168
	SK000530
	 	30-Apr-01
	 	30-Apr-11
	 	$11.60
	 	8,285
	SK000602
	 	30-Apr-01
	 	30-Apr-11
	 	$11.60
	 	4,734
	SK000605
	 	30-Apr-01
	 	30-Apr-11
	 	$11.60
	 	7,102
	SK000603
	 	30-Apr-01
	 	30-Apr-11
	 	$11.60
	 	11,837
	SK000606
	 	30-Apr-01
	 	30-Apr-11
	 	$11.60
	 	3,551
	SK000512
	 	30-Apr-01
	 	30-Apr-11
	 	$11.60
	 	53,316
	SK000511
	 	30-Apr-01
	 	30-Apr-11
	 	$11.60
	 	17,705
	SK000607
	 	30-Apr-01
	 	30-Apr-11
	 	$11.60
	 	5,918
	SK000581
	 	30-Apr-01
	 	30-Apr-11
	 	$11.60
	 	5,918
	SK000584
	 	30-Apr-01
	 	30-Apr-11
	 	$11.60
	 	2,367
	SK000520
	 	30-Apr-01
	 	30-Apr-11
	 	$11.60
	 	532
	SK000519
	 	30-Apr-01
	 	30-Apr-11
	 	$11.60
	 	22,241
	SK000583
	 	30-Apr-01
	 	30-Apr-11
	 	$11.60
	 	2,367
	SK000562
	 	30-Apr-01
	 	30-Apr-11
	 	$11.60
	 	1,183
	SK000573
	 	30-Apr-01
	 	30-Apr-11
	 	$11.60
	 	1,183
	SK000556
	 	30-Apr-01
	 	30-Apr-11
	 	$11.60
	 	3,551
	SK000545
	 	30-Apr-01
	 	30-Apr-11
	 	$11.60
	 	3,551
	SK000587
	 	30-Apr-01
	 	30-Apr-11
	 	$11.60
	 	2,367
	SK000600
	 	30-Apr-01
	 	30-Apr-11
	 	$11.60
	 	9,469
	SK000543
	 	30-Apr-01
	 	30-Apr-11
	 	$11.60
	 	3,551
	SK000585
	 	30-Apr-01
	 	30-Apr-11
	 	$11.60
	 	3,551
	SK000572
	 	30-Apr-01
	 	30-Apr-11
	 	$11.60
	 	7,102
	SK000564
	 	30-Apr-01
	 	30-Apr-11
	 	$11.60
	 	7,102
	SK000576
	 	30-Apr-01
	 	30-Apr-11
	 	$11.60
	 	2,367
	SK000539
	 	30-Apr-01
	 	30-Apr-11
	 	$11.60
	 	3,551






50









 






	 	 	 	 	 	 	 	 	 
	 	 	Grant	 	Expiration	 	Exercise	 	Shares
	Number	 	Date	 	Date	 	Price	 	Outstanding
	SK000554
	 	30-Apr-01
	 	30-Apr-11
	 	$11.60
	 	4,734
	SK000516
	 	30-Apr-01
	 	30-Apr-11
	 	$11.60
	 	39,888
	SK000515
	 	30-Apr-01
	 	30-Apr-11
	 	$11.60
	 	31,133
	SK000594
	 	30-Apr-01
	 	30-Apr-11
	 	$11.60
	 	4,734
	SK000565
	 	30-Apr-01
	 	30-Apr-11
	 	$11.60
	 	7,102
	SK000596
	 	30-Apr-01
	 	30-Apr-11
	 	$11.60
	 	2,367
	SK000595
	 	30-Apr-01
	 	30-Apr-11
	 	$11.60
	 	4,734
	SK000532
	 	30-Apr-01
	 	30-Apr-11
	 	$11.60
	 	5,918
	SK000538
	 	30-Apr-01
	 	30-Apr-11
	 	$11.60
	 	962
	SK000598
	 	30-Apr-01
	 	30-Apr-11
	 	$11.60
	 	809
	SK000597
	 	30-Apr-01
	 	30-Apr-11
	 	$11.60
	 	11,027
	SK000567
	 	30-Apr-01
	 	30-Apr-11
	 	$11.60
	 	2,367
	SK000611
	 	30-Apr-01
	 	30-Apr-11
	 	$11.60
	 	4,734
	SK000541
	 	30-Apr-01
	 	30-Apr-11
	 	$11.60
	 	3,551
	SK000544
	 	30-Apr-01
	 	30-Apr-11
	 	$11.60
	 	3,551
	SK000608
	 	30-Apr-01
	 	30-Apr-11
	 	$11.60
	 	8,285
	SK000553
	 	30-Apr-01
	 	30-Apr-11
	 	$11.60
	 	9,469
	SK000660
	 	4-Sep-01
	 	4-Sep-11
	 	$12.10
	 	3,551
	0008012
	 	21-Apr-04
	 	21-Apr-14
	 	$12.50
	 	10,000
	0008066
	 	21-Apr-04
	 	21-Apr-14
	 	$12.50
	 	10,000
	0008047
	 	21-Apr-04
	 	21-Apr-14
	 	$12.50
	 	7,500
	0008036
	 	21-Apr-04
	 	21-Apr-14
	 	$12.50
	 	10,000
	0008037
	 	21-Apr-04
	 	21-Apr-11
	 	$12.50
	 	10,000
	0008048
	 	21-Apr-04
	 	21-Apr-11
	 	$12.50
	 	7,500
	0007993
	 	21-Apr-04
	 	21-Apr-14
	 	$12.50
	 	40,000
	0008070
	 	21-Apr-04
	 	21-Apr-14
	 	$12.50
	 	10,000
	0008050
	 	21-Apr-04
	 	21-Apr-14
	 	$12.50
	 	7,500
	0008062
	 	21-Apr-04
	 	21-Apr-14
	 	$12.50
	 	5,000
	0007992
	 	21-Apr-04
	 	21-Apr-14
	 	$12.50
	 	40,000
	0008069
	 	21-Apr-04
	 	21-Apr-14
	 	$12.50
	 	10,000
	0008071
	 	21-Apr-04
	 	21-Apr-11
	 	$12.50
	 	10,000
	0007994
	 	21-Apr-04
	 	21-Apr-14
	 	$12.50
	 	40,000
	0008040
	 	21-Apr-04
	 	21-Apr-14
	 	$12.50
	 	10,000
	0008039
	 	21-Apr-04
	 	21-Apr-11
	 	$12.50
	 	10,000
	0008063
	 	21-Apr-04
	 	21-Apr-14
	 	$12.50
	 	5,000
	0008014
	 	21-Apr-04
	 	21-Apr-14
	 	$12.50
	 	10,000
	0007998
	 	21-Apr-04
	 	21-Apr-14
	 	$12.50
	 	30,000
	0008017
	 	21-Apr-04
	 	21-Apr-14
	 	$12.50
	 	10,000
	0008023
	 	21-Apr-04
	 	21-Apr-14
	 	$12.50
	 	10,000
	0008016
	 	21-Apr-04
	 	21-Apr-14
	 	$12.50
	 	10,000
	0008021
	 	21-Apr-04
	 	21-Apr-14
	 	$12.50
	 	10,000
	0008067
	 	21-Apr-04
	 	21-Apr-14
	 	$12.50
	 	10,000
	0008057
	 	21-Apr-04
	 	21-Apr-14
	 	$12.50
	 	5,000
	0008056
	 	21-Apr-04
	 	21-Apr-14
	 	$12.50
	 	5,000
	0008029
	 	21-Apr-04
	 	21-Apr-14
	 	$12.50
	 	10,000
	0008028
	 	21-Apr-04
	 	21-Apr-14
	 	$12.50
	 	10,000
	0008060
	 	21-Apr-04
	 	21-Apr-14
	 	$12.50
	 	5,000
	0008006
	 	21-Apr-04
	 	21-Apr-14
	 	$12.50
	 	15,000
	0008054
	 	21-Apr-04
	 	21-Apr-11
	 	$12.50
	 	5,000
	0008019
	 	21-Apr-04
	 	21-Apr-14
	 	$12.50
	 	10,000
	0008059
	 	21-Apr-04
	 	21-Apr-14
	 	$12.50
	 	5,000
	0008030
	 	21-Apr-04
	 	21-Apr-14
	 	$12.50
	 	10,000






51









 






	 	 	 	 	 	 	 	 	 
	 	 	Grant	 	Expiration	 	Exercise	 	Shares
	Number	 	Date	 	Date	 	Price	 	Outstanding
	0008032
	 	21-Apr-04
	 	21-Apr-11
	 	$12.50
	 	10,000
	0008072
	 	21-Apr-04
	 	21-Apr-14
	 	$12.50
	 	7,500
	0008001
	 	21-Apr-04
	 	21-Apr-14
	 	$12.50
	 	25,000
	0008034
	 	21-Apr-04
	 	21-Apr-14
	 	$12.50
	 	10,000
	0008004
	 	21-Apr-04
	 	21-Apr-14
	 	$12.50
	 	20,000
	0008042
	 	21-Apr-04
	 	21-Apr-11
	 	$12.50
	 	10,000
	0008007
	 	21-Apr-04
	 	21-Apr-14
	 	$12.50
	 	15,000
	0008026
	 	21-Apr-04
	 	21-Apr-14
	 	$12.50
	 	10,000
	0008046
	 	21-Apr-04
	 	21-Apr-11
	 	$12.50
	 	7,500
	0008025
	 	21-Apr-04
	 	21-Apr-14
	 	$12.50
	 	10,000
	0008000
	 	21-Apr-04
	 	21-Apr-14
	 	$12.50
	 	25,000
	0007997
	 	21-Apr-04
	 	21-Apr-14
	 	$12.50
	 	30,000
	0007995
	 	21-Apr-04
	 	21-Apr-14
	 	$12.50
	 	40,000
	0008064
	 	21-Apr-04
	 	21-Apr-11
	 	$12.50
	 	5,000
	0008082
	 	7-May-04
	 	7-May-14
	 	$12.85
	 	4,000
	0008073
	 	7-May-04
	 	7-May-14
	 	$12.85
	 	7,500
	0007982
	 	5-Apr-04
	 	5-Apr-14
	 	$12.99
	 	3,000
	0007984
	 	5-Apr-04
	 	5-Apr-14
	 	$12.99
	 	1,500
	0007983
	 	5-Apr-04
	 	5-Apr-14
	 	$12.99
	 	1,000
	0007980
	 	5-Apr-04
	 	5-Apr-14
	 	$12.99
	 	10,000
	0006671
	 	27-Sep-01
	 	27-Sep-11
	 	$13.40
	 	1,000
	0006710
	 	4-Mar-02
	 	4-Mar-12
	 	$14.99
	 	1,500
	0005734
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	1,000
	0006146
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	400
	0006444
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	2,500
	0006145
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	1,750
	0006150
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	4,000
	0006469
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	800
	0006352
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	2,400
	0005944
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	1,200
	0005817
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	750
	0006370
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	700
	0006066
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	7,500
	0005788
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	750
	0005849
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	800
	0006099
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	1,750
	0006489
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	700
	0005792
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	750
	0005774
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	600
	0006074
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	10,000
	0005853
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	800
	0006114
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	700
	0006112
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	1,000
	0006296
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	1,800
	0006409
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	4,000
	0006123
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	1,750
	0005884
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	1,000
	0006030
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	3,000
	0006121
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	4,000
	0006247
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	50,000
	0006119
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	4,000
	0005881
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	1,000






52









 






	 	 	 	 	 	 	 	 	 
	 	 	Grant	 	Expiration	 	Exercise	 	Shares
	Number	 	Date	 	Date	 	Price	 	Outstanding
	0006019
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	2,250
	0006052
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	5,000
	0006011
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	2,000
	0006375
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	2,150
	0006303
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	1,800
	0005857
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	800
	0005893
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	1,000
	0005898
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	1,000
	0006324
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	500
	0006094
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	30,000
	0006254
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	5,500
	0005957
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	1,250
	0005748
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	500
	0006078
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	10,000
	0005976
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	1,450
	0006377
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	3,000
	0005746
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	500
	0005809
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	750
	0006602
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	2,000
	0006023
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	3,000
	0006053
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	300
	0006522
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	700
	0006170
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	400
	0005722
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	400
	0006079
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	10,000
	0006509
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	10,000
	0005912
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	1,000
	0006035
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	3,000
	0005931
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	1,000
	0005824
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	750
	0006379
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	20,000
	0006160
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	1,000
	0006357
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	800
	0006158
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	500
	0006376
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	400
	0006418
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	14,000
	0006407
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	1,750
	0006388
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	1,200
	0006442
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	3,750
	0006186
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	2,000
	0006184
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	30,000
	0005989
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	1,500
	0006307
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	15,000
	0005921
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	1,000
	0005917
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	1,000
	0005965
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	1,250
	0005992
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	1,750
	0005766
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	500
	0005996
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	1,500
	0006050
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	4,000
	0006502
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	800
	0006344
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	1,750






53









 






	 	 	 	 	 	 	 	 	 
	 	 	Grant	 	Expiration	 	Exercise	 	Shares
	Number	 	Date	 	Date	 	Price	 	Outstanding
	0005946
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	1,200
	0005728
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	400
	0006187
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	10,000
	0006084
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	10,000
	0006208
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	1,000
	0006473
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	1,750
	0005864
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	800
	0006505
	 	5-Apr-01
	 	5-Apr-11
	 	$19.06
	 	400
	0006691
	 	26-Nov-01
	 	26-Nov-11
	 	$20.68
	 	25,000
	0006701
	 	1-Jan-02
	 	1-Jan-12
	 	$24.80
	 	10,000
	0006583
	 	18-Apr-01
	 	18-Apr-11
	 	$26.85
	 	1,000
	0006564
	 	18-Apr-01
	 	18-Apr-11
	 	$26.85
	 	500
	0006652
	 	17-Apr-01
	 	17-Apr-11
	 	$27.81
	 	25,000
	0003623
	 	17-Apr-00
	 	13-Apr-10
	 	$31.00
	 	750
	0003831
	 	14-Mar-01
	 	12-Mar-11
	 	$31.50
	 	7,500
	0003745
	 	18-Oct-00
	 	18-Oct-10
	 	$42.88
	 	3,000
	0003780
	 	18-Oct-00
	 	18-Oct-10
	 	$42.88
	 	1,000
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	11,987,958







54











 





SCHEDULE 3




Representations and Warranties




Section 1.01 Organization; Powers



Target and each of its Subsidiaries (a) is duly organized or formed, validly existing and in good
standing (to the extent applicable in such jurisdiction) under the laws of the jurisdiction of its
organization or formation, (b) has all requisite power and authority, and the legal right, to own
and operate its property and assets, to lease the property it operates as lessee and to carry on
its business as now conducted and as proposed to be conducted, (c) is qualified to do business in,
and is in good standing (to the extent applicable in such jurisdiction) in, every jurisdiction
where such qualification is required, except where the failure to so qualify in a jurisdiction
(other than its jurisdiction of incorporation) could not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect and (d) has the power and authority,
and the legal right, to execute, deliver and perform its obligations under the Scheme
Documentation.




Section 1.02 Governmental Approvals



No action, consent or approval of, registration or filing with, Permit from, notice to, or any
other action by, any Governmental Authority is or will be required by Target and its Subsidiaries
in connection with the Acquisition and the Scheme Documentation, except for (a) such as have been
made or obtained and are in full force and effect or which will be made or obtained by the time
required by law and (b) those actions, consents, approvals, registrations, filings, Permits,
notices or actions, the failure of which to obtain or make could not reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect.




Section 1.03 Financial Statements



Target has heretofore furnished to the Buyer (i) the publicly available consolidated balance sheets
and statements of income, stockholder’s equity and cash flows for the Target as of and for the
fiscal years ended January 31, 2007, January 31, 2008 and January 31, 2009, and to the extent
furnished to the Buyer, January 31, 2010, in each case audited by and accompanied by the opinion of
Ernst & Young LLP, independent public accountants or an independent public accounting firm of
recognized national standing, (ii) the publicly available unaudited consolidated balance sheets and
related statements of income and cash flows of the Target for each fiscal quarter ended between
January 31, 2009 and the date of the Scheme Documents and (iii) the publicly available unaudited
consolidated balance sheets and related statements of income and cash flows of the Target for each
fiscal quarter ended after January 31, 2010 to the extent furnished to the Buyer. Such balance
sheets and the notes thereto disclose all material liabilities, direct or contingent, of the Target
as of the dates thereof, all in accordance with GAAP. Such financial statements were prepared in
accordance with GAAP applied on a consistent basis, (A) except as otherwise expressly noted
therein, and (B) subject, in the case of quarterly financial statements, to changes resulting from
normal year end adjustments and the absence of footnotes.



Section 1.04 No Material Adverse Effect



Except as set forth in the Target’s publicly available filings made in compliance with the
reporting requirements of Section 13 or 15(d) of the Exchange Act prior to the date of the





55









 







Scheme Documents, no event, change or condition has occurred since January 31, 2009 that has
caused, or could reasonably be expected to cause, a Material Adverse Effect.



Section 1.05 Properties





	(a)	 	Target and each of its Restricted Subsidiaries has, subject to Liens permitted under Section
6.02 of the Existing Credit Agreement, (i) good, sufficient and legal title to (in the case of
fee interests in real property), (ii) valid leasehold or licensed interests in (in the case of
leased or licensed interests in real or personal property) and (iii) good title to (in the
case of all other personal property), all of their respective properties and assets except
where the failure to have such title, leasehold interests or licensed rights could not
reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Except for Liens permitted under Section 6.02 of the Existing Credit Agreement, all such
properties and assets are free and clear of Liens except for defects or irregularities in
title that do not materially interfere with its ability to conduct its business or to utilize
such assets for their intended purposes or materially impact the value of such assets, and
except where the failure to have such title, leasehold interests or licensed rights could not
reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
	 
	(b)	 	Except as could not, either individually or in the aggregate, reasonably be expected to
result in a Material Adverse Effect, each Target and its Restricted Subsidiaries has complied
with all obligations under all leases to which it is a party in all respects and all such
leases are valid, binding and in full force and effect and are enforceable in all respects in
accordance with their terms. None of the material owned Real Property is subject to any
lease, sublease, license or other agreement granting to any Person (other than a Target Party
and their Affiliates) any right to the use, occupancy, possession or enjoyment of such
material owned Real Property or any portion thereof, except for any such lease, sublease,
license or other agreement or similar rights which do not materially detract from the value of
the property subject thereto.
	 
	(c)	 	None of Target Parties or any of the Restricted Subsidiaries is obligated under any right of
first refusal, option or other contractual right or statutory or legal order to sell, assign
or otherwise dispose of any owned Real Property or any interest therein that could, either
individually or in the aggregate, reasonably be expected to result in a Material Adverse
Effect.





Section 1.06 Restricted Subsidiaries



The shares of capital stock or other Equity Interests of the Restricted Subsidiaries of the Target
Parties are fully paid and non-assessable and are owned by a Target Party, directly or indirectly,
free and clear of all Liens (other than Liens permitted under Section 6.02 of the Existing Credit
Agreement)).




Section 1.07 Litigation




Compliance with Laws





	(a)	 	There are no actions, suits or proceedings at law or in equity or by or before any arbitrator
or Governmental Authority now pending or, to the knowledge of Target or Target (USA),
threatened against or affecting Target, Target (USA) or any Restricted Subsidiary or any
business, property or rights of any such Person (i) as to which there is a reasonable
possibility of an adverse determination and that, if adversely




56









 






	 	 	determined, could reasonably be expected, individually or in the aggregate, to result in a
Material Adverse Effect, other than any proceedings or actions which are frivolous and/or
vexatious and where the relevant proceeding or action is dismissed or permanently stayed,
set aside, revoked or terminated within one Business Day of the commencement of the relevant
court hearing.






	(b)	 	None of Target, Target (USA) or any of the Restricted Subsidiaries or any of their respective
material properties or assets is in violation of, nor will the continued operation of their
material properties and assets as currently conducted violate, any law, rule or regulation
(including any zoning, building, Environmental Law, ordinance, code or approval or any
building permits) or any restrictions of record or agreements affecting the Mortgaged
Property, or is in default with respect to any judgment, writ, injunction, decree or order of
any Governmental Authority, where such violation or default, individually or in the aggregate,
could reasonably be expected to result in a Material Adverse Effect.




Section 1.8 Agreements





	(a)	 	None of Target, Target (USA) or any of the Restricted Subsidiaries is a party to any
agreement or instrument that, individually or in the aggregate, has resulted or could
reasonably be expected to result in a Material Adverse Effect.
	 
	(b)	 	None of Target, Target (USA) or any of the Restricted Subsidiaries is in default in any
manner under any provision of any indenture or other agreement or instrument evidencing
Indebtedness, or any other material agreement or instrument to which it is a party or by which
it or any of its properties or assets are or may be bound where such default, individually or
in the aggregate, could reasonably be expected to result in a Material Adverse Effect.





Section 1.9 Federal Reserve Regulations





	(a)	 	None of Target, Target (USA) or any of the Restricted Subsidiaries is engaged principally, or
as one of its important activities, in the business of extending credit for the purpose of
buying or carrying Margin Stock.





Section 1.10 Investment Company Act



None of Target, Target (USA) or any of the Restricted Subsidiaries is an “investment company” as
defined in, or subject to regulation under, the Investment Company Act of 1940, as amended.




Section 1.11 Tax Returns



Except as could not, either individually or in the aggregate, reasonably be expected to result in a
Material Adverse Effect, (a) each of Target, Target (USA) and each of the Restricted Subsidiaries
have filed or caused to be filed all Federal (and foreign national equivalent) and all state,
provincial and local income and Revenue Commissioner (whichever applicable) tax and other tax
returns or materials required to have been filed by it, and all such tax returns are correct and
complete, (b) each of Target, Target (USA) and each of the Restricted Subsidiaries have paid or
caused to be paid all Taxes due and payable by it and all assessments received by it, except Taxes
that are being contested in good faith by appropriate proceedings and for which Target, Target
(USA) or such Restricted Subsidiary, as applicable, shall have set aside on its books adequate
reserves to the extent required by GAAP and (c) to






57









 







the knowledge of Target, Target (USA) and each of the Restricted Subsidiaries, no claim is being
asserted or audit being conducted, with respect to any Tax relating to the Target (USA) or any of
the Restricted Subsidiaries.




Section 1.12 No Material Misstatements



No information, report, financial statement, exhibit or schedule furnished by or on behalf of
Target and its Subsidiaries to the Sponsors, Initial Holdings and Bidco, for use in connection with
the Acquisition or in connection with the negotiation of any Scheme Document, when taken as a
whole, contains any material misstatement of fact or omits to state any material fact necessary to
make the statements therein (taken as a whole), in the light of the circumstances under which they
were delivered, not materially misleading; provided that to the extent any such information,
report, financial statement, exhibit or schedule was based upon or constitutes pro forma financial
information, forecasts, projections, or information of a general economic or general industry
nature, each of Target and its Subsidiaries represent only that it acted in good faith based upon
assumptions believed by it to be reasonable at the time of preparation, it being understood that
such projections may vary from actual results and that such variances may be material.




Section 1.13 Employee Benefit Plans





	(a)	 	Each of Target (USA) and Target and each of its ERISA Affiliates is in compliance in all
respects with the applicable provisions of ERISA and the Tax Code and the regulations and
published interpretations thereunder, except such noncompliance as could not, individually or
in the aggregate, reasonably be expected to result in a Material Adverse Effect. No ERISA
Event has occurred in the last five years or is reasonably expected to occur that, when taken
together with all other such ERISA Events, could reasonably be expected to result in liability
of Target (USA) or any of its ERISA Affiliates in an aggregate amount exceeding $10,000,000.
The accumulated benefit obligation (as defined for purposes of Statement of Financial
Accounting Standards No. 87) under each Benefit Plan (based on the assumptions used for
purposes of Statement of Financial Accounting Standards No. 87) did not, as of the last annual
valuation date applicable thereto, exceed by more than $2,000,000 the fair market value of the
assets of such Benefit Plan, and the present value of all accumulated benefit obligations of
all underfunded Benefit Plans (based on the assumptions used for purposes of Statement of
Financial Accounting Standards No. 87) did not, as of the last annual valuation dates
applicable thereto, exceed by more than $2,000,000 the fair market value of the assets of all
such underfunded Benefit Plans. For purposes of this Section, a Benefit Plan is underfunded
if the accumulated benefit obligation of such Benefit Plan, as of the last annual valuation
date applicable thereto (based on the assumptions used for purposes of Statement of Financial
Accounting Standards No. 87), is greater than the fair market value of the assets of such
Benefit Plan.
	 
	(b)	 	There are no liabilities associated with or arising from the UK Guarantor or any other Non-US
Subsidiary participating in, providing, or contributing to, either currently or in the past,
or ceasing to provide or contribute to, or in respect of, any scheme or arrangement for the
provision of any pension, superannuation, retirement (including on early retirement) or death
benefits (including in the form of a lump sum) (the benefits together referred to as “Pension
Benefits”) or providing, or being obligated to provide or failing to provide any Pension
Benefits, which are neither fully funded, insured nor provided for on a generally accepted
basis either through a separate trust,




58









 












	 	 	insurance policy or as an accrual or provision
in the accounts of the relevant Non-US
Subsidiary.





Section 1.14 Environmental Matters





	(a)	 	Except with respect to any other matters that, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect, none of Target, Target (USA) or
any of the Restricted Subsidiaries:






	 	(i)	 	has failed to comply with any Environmental Law or to take, in a timely manner,
all actions reasonably necessary to obtain, maintain, renew and comply with any
Environmental Permit, and all such Environmental Permits are in full force and effect
and not subject to any administrative or judicial appeal;
	 
	 	(ii)	 	has become a party to any governmental, administrative or judicial proceeding
under Environmental Law or possesses knowledge of any such proceeding that has been
threatened under Environmental Law;
	 
	 	(iii)	 	has received notice of, become subject to, or is aware of any facts or
circumstances that could reasonably be expected to form the basis for, any
Environmental Liability other than those which have been fully and finally resolved and
for which no obligations remain outstanding;
	 
	 	(iv)	 	possesses knowledge that any Mortgaged Property contains or previously
contained Hazardous Materials of a form or type or in a quantity or location that could
reasonably be expected to result in any Environmental Liability for Target, Target
(USA) or any of the Restricted Subsidiaries;
	 
	 	(v)	 	possesses knowledge that there has been a Release or threat of Release of
Hazardous Materials at or from the Mortgaged Properties (or from any facilities or
other properties formerly owned, leased or operated by Target, Target (USA) or any of
the Restricted Subsidiaries) in violation of, or in amounts or in a manner that could
reasonably be expected to give rise to liability under, any Environmental Law for
Target, Target (USA) or any of the Restricted Subsidiaries;
	 
	 	(vi)	 	has generated, treated, stored, transported, or Released Hazardous Materials
from the Mortgaged Properties (or from any facilities or other properties formerly
owned, leased or operated by Target, Target (USA) or any of the Restricted
Subsidiaries) in violation of, or in a manner or to a location that could give rise to
liability under, any Environmental Law for Target, Target (USA) or any of the
Restricted Subsidiaries;
	 
	 	(vii)	 	is aware of any facts, circumstances, conditions or occurrences in respect of
any of the facilities and properties owned, leased or operated by Target, Target (USA)
or any of the Restricted Subsidiaries that could reasonably be expected to (A) form the
basis of any action, suit, claim or other judicial or administrative proceeding
relating to liability under or noncompliance with Environmental Law on the part of
Target, Target (USA) or any of the Restricted Subsidiaries or (B) materially interfere
with or prevent continued compliance with Environmental Laws by Target, Target (USA) or
the Restricted Subsidiaries; or




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	 	(viii)	 	has pursuant to any agreement by which it is bound or has assumed the Environmental
Liability of any other Person.





Section 1.15 Labor Matters



Except as could not reasonably be expected to result, individually or in the aggregate, in a
Material Adverse Effect, (a) there are no strikes, lockouts or slowdowns against the Target, Target
(USA) or any Restricted Subsidiary pending or, to the knowledge of Target, Target (USA),
threatened, (b) the hours worked by and payments made to employees of the Target, Target (USA) and
the Restricted Subsidiaries have not been in violation, to the extent applicable, of the Fair Labor
Standards Act or any other applicable Federal, state, local or foreign law dealing with such
matters, (c) all payments due from Target, Target (USA) or any Restricted Subsidiary, or for which
any claim may be made against Target, Target (USA) or any Restricted Subsidiary, on account of
wages and employee health and welfare insurance and other benefits, have been paid or accrued as a
liability on the books of Target, Target (USA) or such Restricted Subsidiary consistent with
applicable law in all material respects and (d) the consummation of the Transactions will not give
rise to any right of termination or right of renegotiation on the part of any union under any
collective bargaining agreement to which Target, Target (USA) or any Restricted Subsidiary is
bound.




Section 1.16 UK Pensions



Neither the UK Guarantor has ever participated in a UK defined benefit pension plan or been
associated or connected with the employer in relation to a UK defined benefit pension plan.




Section 1.17 Intellectual Property



Each of Target, Target (USA) and each of the Restricted Subsidiaries owns, is licensed to use or
possess the right to use, all trademarks, tradenames, copyrights, patents and other intellectual
property reasonably necessary as currently conducted in its business, and the use thereof by
Target, Target (USA) and the Restricted Subsidiaries does not infringe upon the rights of any other
Person, except to the extent such failure to own, license or possess, or such conflicts, either
individually or in the aggregate, could not reasonably be expected to result in a Material Adverse
Effect.




Section 1.18 Permits



Except to the extent it would not reasonably be expected to have, individually or in the aggregate,
a Material Adverse Effect: (a) Each Target Party has obtained and holds all Permits required in
respect of all Real Property and for any other property otherwise operated by or on behalf of, or
for the benefit of, such Person and for the operation of each of its businesses as presently
conducted, (b) all such Permits are in full force and effect, and each Target Party has performed
and observed all requirements of such Permits and (c) no event has occurred that allows or results
in, or after notice or lapse of time would allow or result in, revocation or termination by the
issuer thereof or in any other impairment of the rights of the holder of any such Permit.




Section 1.19 Insurance



Target and its Restricted Subsidiaries are insured by financially sound and reputable insurers and
such insurance is in such amounts and covering such risks and liabilities as are in accordance with
normal and prudent industry practice.







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Section 1.20 Anti-Terrorism



None of Target or any of its Restricted Subsidiaries are in violation of any laws relating to
terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on
Terrorist Financing, effective September 23, 2001 (the “Executive Order”), and the Patriot Act.




Section 1.21 Definitions



For purposes of this Schedule 3, except for the specific definitions noted below, capitalized terms
used but not otherwise defined in this Schedule 3 shall have the meaning ascribed to them in the
Existing Credit Agreement. For the purposes of this Schedule 3, the following terms shall be
defined as follows:



“Acquisition” shall mean “Acquisition” as defined in the Credit Agreements.



“Acquisition Documentation” shall mean, collectively, the Scheme Documents and all schedules,
exhibits, annexes and amendments thereto, and all side letters and agreements affecting the terms
thereof or entered into in connection therewith; provided that, for clarity, the term Acquisition
Documentation shall not include and shall exclude any and all agreements, documents, instruments
and other items entered into in connection with any financing of the purchase price being paid by
or on behalf of the Buyer in connection with the Acquisition.



“Buyer” shall mean SSI Investments III Limited, an Irish private limited company.



“Credit Agreements” shall mean “Credit Agreements” as defined in this Agreement.



“Existing Credit Agreement” shall mean that certain Credit Agreement, dated as of May 14, 2007, by
and among SkillSoft PLC as Holdings, SkillSoft Corporation as Borrower, the Lenders party thereto
and Credit Suisse as Administrative Agent and Collateral Agent, as the same shall have been
amended, restated, supplemented or otherwise modified from time to time but as in effect on the
date of this Agreement.



“Non-US Subsidiary” shall mean any Subsidiary that is not a US Subsidiary.



“Restricted Subsidiary” means a Subsidiary of Target.



“Scheme Document” shall mean “Scheme Document” as defined in the Credit Agreements.



“Target” shall mean SkillSoft PLC, an Irish public limited company.



“Target (USA)” shall mean SkillSoft Corporation, a Delaware corporation.



“Target Party” shall mean Target and Target (USA).



“US Subsidiary” shall mean each Subsidiary incorporated, formed or organized under the laws of the
United States of America, any State thereof or the District of Columbia.







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	SIGNED
	 	 	 	 
	on behalf of SSI INVESTMENTS III LIMITED
	 	 	 	 
	by its authorised signatory
	 	 	 	 
	in the presence of:
	 	/s/ Michael C. Ascione	 	 
	 

	 	 

Authorised Signatory (Signature)
	 	 
	 
	 	 	 	 
	 

	 	Michael C. Ascione
	/s/ Paul Egan
	 	 

Print name
	 	 
	 

Witness (Signature)

	 	 
	 	 
	 
	Paul
Egan
	 	 	 	 
	 

Print name

	 	 
	 	 
	 
	South
Bank House, Barlow Street, Dublin 4
	 	 	 	 
	 

Print address

	 	 
	 	 
	 
	 	 	 	 
	SIGNED
	 	 	 	 
	on behalf of SKILLSOFT PLC
	 	 	 	 
	by its authorised signatory
	 	 	 	 
	in the presence of:
	 	/s/ Charles E. Moran	 	 
	 

	 	 

Authorised Signatory (Signature)
	 	 
	 
	 	 	 	 
	 

	 	Charles E. Moran
	/s/
Thomas J. McDonald

	 	 

Print name
	 	 
	 

Witness (Signature)

	 	 
	 	 
	 
	Thomas J. McDonald
	 	 	 	 
	 

Print name

	 	 
	 	 
	 
	 	 	 	 
	200
Beach Road, Unit #20, Tequesta, FL 33469
	 	 	 	 
	 

Print address

	 	 
	 	 







62