Assumption Agreement



 Exhibit 10.4 

ASSUMPTION AGREEMENT dated as of May 26, 2010, made by Books24x7.com, Inc. a Massachusetts corporation, SkillSoft Corporation, a
Delaware corporation, SkillSoft Canada, Ltd., a corporation organized under the laws of the Province of New Brunswick, Canada, SkillSoft Finance Limited, an exempted company incorporated in the Cayman Islands with limited liability, and SkillSoft
U.K. Limited, a private limited company organized under the laws of the United Kingdom, each as an additional Grantor and Guarantor (each a “Company” and, collectively, the “Companies”), in favor of Morgan Stanley
Senior Funding, Inc. (“Morgan Stanley”), as collateral agent (in such capacity and together with its successors, the “Collateral Agent”) for (i) the Lenders party to the Credit Agreement referred to below, and
(ii) the other Secured Parties (as defined in the Guarantee and Collateral Agreement (as hereinafter defined)). All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement. 

W I T N E S S E T H: 

WHEREAS, reference is made to that certain Credit Agreement, dated as of February 11, 2010 (as amended, restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”) by and among Holdings, the Borrower, the lenders from time to time party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent (in such capacity and
together with its successors, the “Administrative Agent”) and as collateral agent (in such capacity and together with its successors, the “Collateral Agent”); 

WHEREAS, in connection with the Credit Agreement, the Borrower and certain of its Affiliates (other than the Companies) have entered into
the Guarantee and Collateral Agreement dated as of February 11, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Guarantee and Collateral Agreement”) in favor of the Collateral Agent for
the benefit of the Secured Parties; 
 WHEREAS, the Credit Agreement requires each of the Companies to become a party to the
Guarantee and Collateral Agreement as Grantor and Guarantor; and 
 WHEREAS, each of the Companies has agreed to execute and
deliver this Assumption Agreement in order to become a party to the Guarantee and Collateral Agreement as a Grantor and Guarantor; 

NOW, THEREFORE, IT IS AGREED BY EACH COMPANY: 

1. Guarantee and Collateral Agreement. By executing and delivering this Assumption Agreement, the Company, as provided in
Section 8.14 of the Guarantee and Collateral Agreement, hereby becomes a party to the Guarantee and Collateral Agreement as a Grantor and Guarantor thereunder with the same force and effect as if originally named therein as a Grantor and
Guarantor, and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor and Guarantor thereunder. The information with respect to the Company set forth in Attachment 1 hereto is
hereby added to the information set forth in the Schedules to the Guarantee and Collateral Agreement, as indicated in 







 
such attachment. Subject to Section 4.13 of the Guarantee and Collateral Agreement, the Company hereby represents and warrants that each of the representations and warranties contained in
Section 4 of the Guarantee and Collateral Agreement is true and correct in all material respects on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date, except for representations and
warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date. 

2. GOVERNING LAW. 

THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

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 IN WITNESS WHEREOF, the undersigned have caused this Assumption Agreement to be duly
executed and delivered as of the date first above written. 
  

			
	SKILLSOFT CORPORATION
		
	By:	 	 /s/ ANTHONY P. AMATO

	Name:	 	Anthony P. Amato
	Title:	 	Chief Accounting Officer
	
	BOOKS24X7.COM, INC.
		
	By:	 	 /s/ ANTHONY P. AMATO

	Name:	 	Anthony P. Amato
	Title:	 	Vice President
	
	SKILLSOFT CANADA, LTD.
		
	By:	 	 /s/ ANTHONY P. AMATO

	Name:	 	Anthony P. Amato
	Title:	 	Secretary-Treasurer
	
	SKILLSOFT FINANCE LIMITED
		
	By:	 	 /s/ ANTHONY P. AMATO

	Name:	 	Anthony P. Amato
	Title:	 	Director
	
	SKILLSOFT U.K. LIMITED
		
	By:	 	 /s/ ANTHONY P. AMATO

	Name:	 	Anthony P. Amato
	Title:	 	Director